FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MORRISON WILLIAM L   2. Issuer Name and Ticker or Trading Symbol NORTHERN TRUST CORP [NTRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) 50 SOUTH LASALLE STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/23/2009 (Street) CHICAGO, IL 60603 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1) 10/23/2009   F   3,968 D $ 53.385 39,594 (2) D   Common Stock (1) 10/23/2009   F   1,624 D $ 53.385 34,594 (3) D   Common Stock (1) 10/23/2009   F   1,283 D $ 53.385 31,075 (4) D   Common Stock               51,065.6246 (2) (3) (4) D   Common Stock               1,200 I By Spouse Common Stock               200 I By Son Common Stock               148 I By Son Common Stock               2,538 (5) I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MORRISON WILLIAM L 50 SOUTH LASALLE STREET CHICAGO, IL 60603			EVP & CFO

Signatures

Paul A. Bernacki Attorney-in-Fact for William L. Morrison		10/27/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
(2)	On October 23, 2009, 15,000 already reported and vested stock units, granted on February 17, 2004, were distributed to the reporting person; 11,032 stock units were distributed to the reporting person as common stock of NTRS, and 3,968 stock units were withheld in payment of Federal, State and Medicare taxes.
(3)	On October 23, 2009, 5,000 already reported and vested stock units, granted on February 15, 2005, were distributed to the reporting person, 3,376 stock units were distributed to the reporting person as common stock of NTRS, and 1,624 stock units were withheld in payment of Federal, State and Medicare taxes.
(4)	On October 23, 2009, 3,519 already reported and vested stock units, granted on February 21, 2006 were distributed to the reporting person; 2,236 stock units were distributed to the reporting person as common stock of NTRS, and 1,283 stock units were withheld in payment of Federal, State and Medicare taxes.
(5)	as of 9/30/2009

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