Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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X Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Hastings Barry G.

2. Issuer Name and Ticker or Trading Symbol
Northern Trust Corporation NTRS

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
    Officer (give title below)      X Other (specify below)

Retired President, COO and Director as of 12/31/02

(Last)      (First)     (Middle)

Northern Trust Corporation
50 S La Salle St

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Year
12/31/02

(Street)

Chicago, IL 60675

5. If Amendment,
Date of Original
(Month/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

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

Amount

(A)
or
(D)

Price

Common Stock

11/22/02

 

G

374587

D

 

0

I

By Trust

Common Stock

11/22/02

 

G

374587(1)

A

 

374587

I

By wife as trustee

Common Stock

 

 

 

 

 

 

26500

D

 

Common Stock(2)

 

 

 

 

 

 

56000

D

 

Common Stock

 

 

 

 

 

 

12000(3)

I

By Trust

Common Stock

 

 

 

 

 

 

2000(4)

I

By Trust

Common Stock

 

 

 

 

 

 

1046(5)

I

By Trust

Common Stock

 

 

 

 

 

 

57225.305(6)

I

401(k)

Common Stock

 

 

 

 

 

 

15390.3769(6)

I

By ESOP
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 5 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

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

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

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

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

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

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

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Common Stock Option (right to buy)(7)

 

 

 

 

 

 

 

 

Common Stock

807385

 

807385

D

 

Common Stock Award(7)

 

 

 

 

 

 

 

 

Common Stock

68000

 

68000

D

 

Explanation of Responses:

(1) These shares were transferred pursuant to the terms of an Irrevocable Trust Agreement dated 11/13/2002. The reporting person's spouse is the trustee of the trust, and the reporting person has a remainder interest in the trust. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(2) Represents stock units payable automatically in common stock on a 1-for-1 basis.
(3) These shares are held in a trust for the benefit of the reporting person's mother. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of all shares held by this trust.
(4) These shares are held for the benefit of the reporting person's mother-in-law. The reporting person's spouse has been trustee of the trust since November 1996. The reporting person disclaims beneficial ownership of all shares held by this trust.
(5) These shares are held in a trust for the benefit of the reporting person's wife, sister-in-law and brother-in-law. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of all shares held by this trust.
(6) as of 12/31/02
(7) with tandem tax withholding right
  By: /s/ Eileen C. Ratzka (POA)
             Barry G. Hastings
**Signature of Reporting Person		 02/10/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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