Exhibit 10.32


SECOND AMENDMENT

OF

NORTHWEST AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)


The “NORTHWEST AIRLINES SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN (2001 Restatement)” adopted by NORTHWEST AIRLINES, INC., a
Minnesota corporation (the “Principal Sponsor”), on October 25, 2001, but
effective as of January 1, 2001, and amended by a First Amendment adopted
September 29, 2005 but effective as of January 1, 2005 (hereinafter
collectively referred to as the “2001 SERP Restatement”), is hereby amended in
the following respects:


1.                                                  AMENDMENT
EFFECTIVE DATE.  Each item in this
Amendment applies to Part B of the 2001 SERP Restatement and is effective
as of August 31, 2005.


2.                                                  RENUMBERING.  The following Sections (and cross references
to them) are renumbered as follows:  
Section 4.1.1 is renumbered as Section 4.1, Section 4.1.2 is
renumbered as Section 4.3, Section 4.2 is renumbered as
Section 4.4, and Section 4.3 is renumbered as Section 4.5.


3.                                                  PAST
SERVICE ACCRUALS.  The portion of
Section 4.1 that precedes Section 4.1(a) is amended in full to read as
follows:


4.1.                                          Past Service Entitlements.  Upon Termination of Employment of a
Participant who has any Vested and nonforfeitable entitlement to an Accrued
Benefit under the Pension Plan, this SERP shall pay to a Participant the
excess, if any, of the greater of the amount determined pursuant to (a) or (b)
below subject to the special rules in (c) below attributable to services
rendered before August 31, 2005 (the “past service” benefit).  Participants who were not employed prior to
January 1, 2001, do not have any benefit under the SERP FAE formula
calculation in (a) below.  Participants
who were not employed prior to August 31, 2005, do not have any benefit
under this Section 4.1.


4.                                                  SERP
FAE ACCRUALS FROZEN. 
Section 4.1(a)(1) is amended by adding thereto the following:


(vii) No actual or deemed Earnings or Benefit Service
attributable to periods after August 31, 2005, shall be taken into account in
the calculation. Accordingly, the As If FAE Benefit determined pursuant to this
Section 4.1(a)(1) as of August 31, 2005, and expressed as a Single
Life Benefit commencing after Normal Retirement Date, shall not thereafter
change.











5.                                                  SERP
CB PAY CREDITS DISCONTINUED.  Section 4.1(b)(1)
is amended by adding thereto the following:


(v) There shall be no pay credits attributable to
periods after August 31, 2005. 
Interest credits shall continue after August 31, 2005. The As If CB
Benefit determined pursuant to this Section 4.1(b)(1), and expressed as a
single lump sum as of August 31, 2005, shall not change except for the
addition of interest credits thereafter.


6.                                                  FUTURE
ACCRUALS.  Section 4 is amended by
adding thereto a new Section 4.2 to read as follows:


4.2.                                          Future Service Entitlements.   Upon Termination of Employment of a
Participant who has a Vested Accrued Benefit under the Pension Plan or who has
a Vested Employer contribution under the Northwest Airlines Retirement Savings
Plan for Salaried Employees (the”RSP”), this SERP shall pay to the Participant
the amount of any Future Service Benefit determined under this Section 4.2 (in
addition to the benefit, if any, payable under Section 4.1).


4.2.1                                                            Future Service Benefit.  With respect to periods after August 31,
2005, the benefit payable pursuant to this Section 4.2 shall be determined
as follows.


4.2.2.                                                         Future Service SERP Account Established.  A Future Service SERP Account shall be
established and maintained for the benefit of each individual who is a
Participant  in the Plan after
August 31, 2005.


4.2.3.                                                         Pay Credits.  Each calendar month (beginning September
2005), each eligible Participant’s Future Service SERP Account shall receive a
monthly pay credit.  The amount of each
monthly pay credit shall be equal to the Participant’s Earnings for that
calendar month multiplied by the Participant’s applicable pay credit
percentage. The amount of the Participant’s monthly pay credit shall be
determined as follows.


(a)                                                                      Ancillary Agreements Contemplating an Offset.  If the Participant’s Ancillary Agreement
contemplates that the determination of the pay credit is to be made after
reduction for actual or hypothetical contributions to the Pension Plan or the
Excess Plan, the following rules shall apply to the determination of the pay credit
to the Future Service SERP Account.


(i)                                     For the period September 1, 2005, through
July 31, 2006.  For each
month from September 1, 2005, through July 31, 2006, the pay credit shall be
determined pursuant to the Participant’s Ancillary Agreement less the Employer
contribution that would have been made in the RSP calculated using actual and
deemed Benefit Service.  For example, if
the Ancillary Agreement specifies a SERP pay credit of 45% of Earnings and the
RSP Employer contribution would have been 15%, the pay credit in the SERP shall
be 30% of Earnings.



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(ii)                                  For periods after July 31, 2006.  For the period on and after August 1, 2006,
the pay credit shall be determined as provided in the prior paragraph but shall
be computed by reference to the reduced RSP Employer contribution percentages
effective August 1, 2006.


(b)                                                                     Ancillary Agreements Not Contemplating an Offset.  If the Participant’s Ancillary Agreement
contemplates that the determination of the pay credit is to be made without
reduction for actual or hypothetical contributions to the Pension Plan or the
Excess Plan, the amount of each monthly pay credit shall be equal to the
Participant’s Earnings for that calendar month multiplied by the Participant’s
applicable credit percentage specified in the Participant’s Ancillary
Agreement.


(c)                                                                      Deemed
Amendment.  Participants’ Ancillary
Agreements are deemed amended to reflect the pay crediting rules and
percentages as provided in (a) and (b) above.


(d)                                                                     Future RSP Amendments.  To the extent that there is a reduction in a
Participant’s Employer contribution percentages in the RSP subsequent to
August 1, 2006, the Participant’s Ancillary Agreement will automatically
be deemed amended, without any further action required by the Board of
Directors of the Principal Sponsor or the Participant, to reflect the impact of
the reduced contribution percentages.


(e)                                                                      Timing. 
The monthly pay credits shall be added to the Participant’s Future
Service SERP Account at such times during the calendar month as Earnings are
paid.


4.2.4.                                                         Interest Credits.  As of the last day of the calendar month
(beginning September 2005), each eligible Participant’s Future Service SERP
Account shall receive a monthly interest credit. The amount of each monthly
interest credit shall be equal to the interest crediting rate for the current
calendar year multiplied by the then current balance of the Future Service SERP
Account determined as of the first day of the calendar month.  For this purpose, the interest crediting rate
shall be the rate determined for that month under the interest crediting rules
of the Pension Plan.


7.                                                  CONDITION
TO EFFECTIVENESS.  This Amendment shall
not be effective as to any Participant until all persons who are Participants
as of the date it is adopted by the Board of Directors, have consented and
agreed in writing to this Amendment.


8.                                                  SAVINGS
CLAUSE.  Save and except as hereinabove
expressly amended, the 2001 SERP Restatement will continue in full force and
effect.



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