Exhibit Number (10)(viii)
                                                       to 9/30/96 Form 10-Q

                                   AMENDMENT
                                      TO
                        THE NORTHERN TRUST CORPORATION
                       AMENDED 1992 INCENTIVE STOCK PLAN

     WHEREAS, Northern Trust Corporation (the "Corporation") adopted the 
Northern Trust Amended 1992 Incentive Stock Plan (the "Plan"), and reserved the 
right to amend the Plan; and

     WHEREAS, the Corporation deems it to be in its best interest to amend the 
Plan as described below;

     NOW, THEREFORE, IT IS RESOLVED that, pursuant to the power reserved to the 
Board of Directors of the Corporation under Section 15 of the Plan, the Plan be 
and hereby is amended, effective as of February 20, 1996, the date on which the 
Board adopted the resolutions authorizing the amendment, as follows:

          Section 6(g)(iii)(1) of the Plan is hereby amended by deleting the 
     language in its entirety and replacing it with the following language:

       "(1) a merger or consolidation of the Corporation with one or more other
       corporations as a result of which the holders of the outstanding voting
       stock of the Corporation immediately prior to such merger or
       consolidation hold less than 60% of the voting stock of the surviving or
       resulting corporation,"

     This Amendment has been executed by the Corporation, by its duly authorized
officer, on November 1, 1996 and attested by its Assistant Secretary.

                                                 NORTHERN TRUST CORPORATION
                                                   
                                                 By:/s/ Peter L. Rossiter
                                                    ---------------------------
                                                    Executive Vice President

ATTEST:
/s/ Victoria Antoni
- -----------------------------
Assistant Secretary