<PAGE>

                                           Registration Statement No. 333-
                                                                      ----------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               __________________

                                    FORM S-8
                             REGISTRATION STATEMENT

                                     Under
                           The Securities Act of 1933
                           Northern Trust Corporation
               (Exact name of issuer as specified in its charter)

        Delaware                                          36-2723087
(State of Incorporation)                      (IRS Employer Identification No.)

                50 South LaSalle Street, Chicago, Illinois 60675

                The Northern Trust Company Thrift-Incentive Plan
                              (Full Title of Plan)
                  Peter L. Rossiter, Executive Vice President
                              and General Counsel
                            50 South LaSalle Street
                            Chicago, Illinois 60675
                    (Name and Address of Agent for Service)
                                (312) 630-6000
____________________________________________________________________________
        (Telephone number, including area codes, of agents for service)
          Approximate Date of Commencement of Proposed Sale to Public:
                    From time to time in accordance with the
                      terms of this Registration Statement

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                  Proposed                  Proposed
                                  Maximum                   Maximum
                                   Amount                   Offering                  Aggregate                Amount of
Title of Securities                To Be                   Price Per                   Offering               Registration
to be Registered                 Registered                  Share                      Price                     Fee
<S>                              <C>                       <C>                        <C>                     <C>
Common Stock,
$1.66 2/3 par value             1,897,983.3(1)            $52 11/16(1)              $100,000,000(1)            $26,400(1)
(including associated Preferred Stock Purchase Rights

Interests in the Plan                      (2)                     (2)                            (2)                   (2)
</TABLE>


(1)  These shares of Common Stock represent the additional number of shares of
     Common Stock with respect to which benefits may be granted under the
     Thrift-Incentive Plan. The shares are to be offered at prices not
     presently determinable. Pursuant to Rule 457(g), the offering price is
     estimated solely for the purpose of determining the registration fee and
     is based on the March 13, 2000 edition of The Wall Street Journal, which
     quoted Northern Trust Corporation Common Stock at $53 3/16 high and
     $52 3/16 low.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     (a)  The Annual Report on Form 10-K of Northern Trust Corporation (the
          "Registrant") for the fiscal year ended December 31, 1999;

     (b)  All other reports filed pursuant to Section 13 of the Securities
          Exchange Act of 1934, as amended (the "1934 Act") since the end of the
          fiscal year referred to in (a) above;

     (c)  The description of the Registrant's Common Stock contained in a
          registration statement filed pursuant to Section 12 of the 1934 Act,
          and any amendment or report filed for the purpose of updating such
          description, including Exhibit 99(i) to the Registrant's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1999;

     (d)  The description of the Registrant's Rights Agreement dated as of July
          21, 1998 filed with the Registrant's registration statement on Form 8-
          A dated July 24, 1998, as amended by Amendment No. 1 dated as of
          November 18, 1998 filed with the Registrant's Form 8-K dated November
          20, 1998 and Amendment No. 2 dated as of February 16, 1999 filed with
          the Registrant's Form 8-K dated February 19, 1999.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.


Item 4.  Description of Securities.

     Not applicable.

<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     Peter L. Rossiter, Executive Vice President, General Counsel and Secretary
of the Registrant, has furnished the opinion attached as Exhibit 5 to this
registration statement with respect to the validity of the securities being
registered hereunder. As of March 1, 2000, Mr. Rossiter owned 446,563 shares of
Common Stock of the Registrant, which includes 380,000 shares issuable pursuant
to stock options.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law and Article Eighth of
the Corporation's Restated Certificate of Incorporation provide for
indemnification of the Corporation's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "1933 Act"). The general effect of these provisions is to
provide that the Corporation shall indemnify its directors and officers against
all liabilities and expenses reasonably incurred in connection with the defense
or settlement of any judicial or administrative proceedings in which they become
involved by reason of their status as corporate directors or officers, if they
acted in good faith and in the reasonable belief that their conduct was neither
unlawful (in the case of criminal proceedings) nor inconsistent with the best
interests of the Corporation. With respect to legal proceedings by or in the
right of the Corporation in which a director or officer is adjudged liable for
improper performance of his duty to the Corporation, indemnification is limited
by such provisions to that amount which is permitted by the court. In addition,
the Corporation has purchased insurance as permitted by Delaware law on behalf
of directors, officers, employees or agents, which may cover liabilities under
the 1933 Act.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The Exhibits filed herewith are set forth on the Exhibit Index filed as
part of this registration statement.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

                                      -2-
<PAGE>

               (i)    To include any prospectus required by Section 10(a)(3) of
          the 1933 Act;

               (ii)   To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the 1934
     Act that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the l933
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      -3-
<PAGE>

     (c)  Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -4-
<PAGE>

                                   SIGNATURES

The Registrant

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and State of Illinois on the 15th day of
March, 2000.

                                      NORTHERN TRUST CORPORATION

                                      By   /s/ Peter L. Rossiter
                                           ---------------------
                                      Peter L. Rossiter
                                      Executive Vice President
                                      and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 15th day of March, 2000.

Signature                  Title

WILLIAM A. OSBORN*         Chairman of the Board,
--------------------
William A. Osborn          Chief Executive Officer
                           And Director

PERRY R. PERO*             Vice Chairman and Chief
--------------------
Perry R. Pero              Financial Officer

HARRY W. SHORT*            Senior Vice President
--------------------
Harry W. Short             and Controller

DOLORES E. CROSS*          Director
--------------------
Dolores E. Cross

SUSAN CROWN*               Director
--------------------
Susan Crown

ROBERT S. HAMADA*          Director
--------------------
Robert S. Hamada

                                      -5-
<PAGE>

Signature                 Title


BARRY G. HASTINGS*        Director
----------------------
Barry G. Hastings

ROBERT A. HELMAN*         Director
----------------------
Robert A. Helman

ARTHUR L. KELLY*          Director
----------------------
Arthur L. Kelly

FREDERICK A. KREHBIEL*    Director
----------------------
Frederick A. Krehbiel

WILLIAM G. MITCHELL*      Director
----------------------
William G. Mitchell

EDWARD J. MOONEY*         Director
----------------------
Edward J. Mooney

HAROLD B. SMITH*          Director
----------------------
Harold B. Smith

WILLIAM A. SMITHBURG*     Director
----------------------
William A. Smithburg

BIDE L. THOMAS*           Director
----------------------
Bide L. Thomas



     *Peter L. Rossiter, pursuant to powers of attorney duly executed by each of
the above Directors and Officers of Northern Trust Corporation and filed with
the Securities and Exchange Commission in Washington, D.C., hereby executes this
registration statement on behalf of each of the persons named above in the
capacity set forth opposite his name.


/s/ Peter L. Rossiter                                          March 15, 2000
---------------------
  Peter L. Rossiter
  (Attorney-in-fact)

                                      -6-
<PAGE>

                                    THE PLAN



     Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 15th day of March, 2000.

                                     THE NORTHERN TRUST COMPANY
                                     THRIFT-INCENTIVE PLAN

                                     By   /s/ Martin J. Joyce, Jr.
                                          ------------------------
                                     Martin J. Joyce, Jr.
                                     Chairperson, Employee Benefit
                                     Administrative Committee,
                                     Senior Vice President,
                                     The Northern Trust Company

                                      -7-
<PAGE>

                                 EXHIBIT INDEX



Exhibit
Number           Description
------           -----------


4.1              Restated Certificate of Incorporation
                 (Incorporated by reference to Registrant's
                 Quarterly Report on Form 10-Q for
                 the quarter ended March 31, 1997)

4.2.             By-laws, as amended
                 (Incorporated by reference to Registrant's
                 Quarterly Report on Form 10-Q for the Quarter
                 Ended September 30, 1999)

5.               Opinion of Counsel

23.1             Consent of Counsel
                 (Contained in its opinion filed as Exhibit 5)
23.2             Consent of Independent Public Accountants

24.              Powers of Attorney

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16569}]
{"company-data": {"conformed-name": "NORTHERN TRUST CORP", "cik": "0000073124", "assigned-sic": "6022", "irs-number": "362723087", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32510", "film-number": "570260"}, "business-address": {"street1": "50 S LASALLE ST", "city": "CHICAGO", "state": "IL", "zip": "60675", "phone": "3126306000"}, "former-company": {"former-conformed-name": "NORTRUST CORP", "date-changed": "19780525"}}
Registration Statement No. 333-
                                                                      ----------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               __________________

                                    FORM S-8
                             REGISTRATION STATEMENT

                                     Under
                           The Securities Act of 1933
                           Northern Trust Corporation
               (Exact name of issuer as specified in its charter)

        Delaware                                          36-2723087
(State of Incorporation)                      (IRS Employer Identification No.)

                50 South LaSalle Street, Chicago, Illinois 60675

                The Northern Trust Company Thrift-Incentive Plan
                              (Full Title of Plan)
                  Peter L. Rossiter, Executive Vice President
                              and General Counsel
                            50 South LaSalle Street
                            Chicago, Illinois 60675
                    (Name and Address of Agent for Service)
                                (312) 630-6000
____________________________________________________________________________
        (Telephone number, including area codes, of agents for service)
          Approximate Date of Commencement of Proposed Sale to Public:
                    From time to time in accordance with the
                      terms of this Registration Statement

                        CALCULATION OF REGISTRATION FEE
Proposed                  Proposed
                                  Maximum                   Maximum
                                   Amount                   Offering                  Aggregate                Amount of
Title of Securities                To Be                   Price Per                   Offering               Registration
to be Registered                 Registered                  Share                      Price                     Fee
Common Stock,
$1.66 2/3 par value             1,897,983.3(1)            $52 11/16(1)              $100,000,000(1)            $26,400(1)
(including associated Preferred Stock Purchase Rights

Interests in the Plan                      (2)                     (2)                            (2)                   (2)
(1)  These shares of Common Stock represent the additional number of shares of
     Common Stock with respect to which benefits may be granted under the
     Thrift-Incentive Plan. The shares are to be offered at prices not
     presently determinable. Pursuant to Rule 457(g), the offering price is
     estimated solely for the purpose of determining the registration fee and
     is based on the March 13, 2000 edition of The Wall Street Journal, which
     quoted Northern Trust Corporation Common Stock at $53 3/16 high and
     $52 3/16 low.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     (a)  The Annual Report on Form 10-K of Northern Trust Corporation (the
          "Registrant") for the fiscal year ended December 31, 1999;

     (b)  All other reports filed pursuant to Section 13 of the Securities
          Exchange Act of 1934, as amended (the "1934 Act") since the end of the
          fiscal year referred to in (a) above;

     (c)  The description of the Registrant's Common Stock contained in a
          registration statement filed pursuant to Section 12 of the 1934 Act,
          and any amendment or report filed for the purpose of updating such
          description, including Exhibit 99(i) to the Registrant's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1999;

     (d)  The description of the Registrant's Rights Agreement dated as of July
          21, 1998 filed with the Registrant's registration statement on Form 8-
          A dated July 24, 1998, as amended by Amendment No. 1 dated as of
          November 18, 1998 filed with the Registrant's Form 8-K dated November
          20, 1998 and Amendment No. 2 dated as of February 16, 1999 filed with
          the Registrant's Form 8-K dated February 19, 1999.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

     Not applicable.
Item 5.  Interests of Named Experts and Counsel.

     Peter L. Rossiter, Executive Vice President, General Counsel and Secretary
of the Registrant, has furnished the opinion attached as Exhibit 5 to this
registration statement with respect to the validity of the securities being
registered hereunder. As of March 1, 2000, Mr. Rossiter owned 446,563 shares of
Common Stock of the Registrant, which includes 380,000 shares issuable pursuant
to stock options.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law and Article Eighth of
the Corporation's Restated Certificate of Incorporation provide for
indemnification of the Corporation's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "1933 Act"). The general effect of these provisions is to
provide that the Corporation shall indemnify its directors and officers against
all liabilities and expenses reasonably incurred in connection with the defense
or settlement of any judicial or administrative proceedings in which they become
involved by reason of their status as corporate directors or officers, if they
acted in good faith and in the reasonable belief that their conduct was neither
unlawful (in the case of criminal proceedings) nor inconsistent with the best
interests of the Corporation. With respect to legal proceedings by or in the
right of the Corporation in which a director or officer is adjudged liable for
improper performance of his duty to the Corporation, indemnification is limited
by such provisions to that amount which is permitted by the court. In addition,
the Corporation has purchased insurance as permitted by Delaware law on behalf
of directors, officers, employees or agents, which may cover liabilities under
the 1933 Act.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The Exhibits filed herewith are set forth on the Exhibit Index filed as
part of this registration statement.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

                                      -2-
(i)    To include any prospectus required by Section 10(a)(3) of
          the 1933 Act;

               (ii)   To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the 1934
     Act that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the l933
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      -3-
(c)  Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -4-
SIGNATURES

The Registrant

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and State of Illinois on the 15th day of
March, 2000.

                                      NORTHERN TRUST CORPORATION

                                      By   /s/ Peter L. Rossiter
                                           ---------------------
                                      Peter L. Rossiter
                                      Executive Vice President
                                      and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 15th day of March, 2000.

Signature                  Title

WILLIAM A. OSBORN*         Chairman of the Board,
--------------------
William A. Osborn          Chief Executive Officer
                           And Director

PERRY R. PERO*             Vice Chairman and Chief
--------------------
Perry R. Pero              Financial Officer

HARRY W. SHORT*            Senior Vice President
--------------------
Harry W. Short             and Controller

DOLORES E. CROSS*          Director
--------------------
Dolores E. Cross

SUSAN CROWN*               Director
--------------------
Susan Crown

ROBERT S. HAMADA*          Director
--------------------
Robert S. Hamada

                                      -5-
Signature                 Title

BARRY G. HASTINGS*        Director
----------------------
Barry G. Hastings

ROBERT A. HELMAN*         Director
----------------------
Robert A. Helman

ARTHUR L. KELLY*          Director
----------------------
Arthur L. Kelly

FREDERICK A. KREHBIEL*    Director
----------------------
Frederick A. Krehbiel

WILLIAM G. MITCHELL*      Director
----------------------
William G. Mitchell

EDWARD J. MOONEY*         Director
----------------------
Edward J. Mooney

HAROLD B. SMITH*          Director
----------------------
Harold B. Smith

WILLIAM A. SMITHBURG*     Director
----------------------
William A. Smithburg

BIDE L. THOMAS*           Director
----------------------
Bide L. Thomas

     *Peter L. Rossiter, pursuant to powers of attorney duly executed by each of
the above Directors and Officers of Northern Trust Corporation and filed with
the Securities and Exchange Commission in Washington, D.C., hereby executes this
registration statement on behalf of each of the persons named above in the
capacity set forth opposite his name.

/s/ Peter L. Rossiter                                          March 15, 2000
---------------------
  Peter L. Rossiter
  (Attorney-in-fact)

                                      -6-
THE PLAN

     Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 15th day of March, 2000.

                                     THE NORTHERN TRUST COMPANY
                                     THRIFT-INCENTIVE PLAN

                                     By   /s/ Martin J. Joyce, Jr.
                                          ------------------------
                                     Martin J. Joyce, Jr.
                                     Chairperson, Employee Benefit
                                     Administrative Committee,
                                     Senior Vice President,
                                     The Northern Trust Company

                                      -7-
EXHIBIT INDEX

Exhibit
Number           Description
------           -----------

4.1              Restated Certificate of Incorporation
                 (Incorporated by reference to Registrant's
                 Quarterly Report on Form 10-Q for
                 the quarter ended March 31, 1997)

4.2.             By-laws, as amended
                 (Incorporated by reference to Registrant's
                 Quarterly Report on Form 10-Q for the Quarter
                 Ended September 30, 1999)

5.               Opinion of Counsel

23.1             Consent of Counsel
                 (Contained in its opinion filed as Exhibit 5)
23.2             Consent of Independent Public Accountants

24.              Powers of Attorney

                                      -8-