Exhibit 10.28


NORTHWEST AIRLINES


EXCESS PENSION PLAN FOR SALARIED EMPLOYEES


(2001
Restatement)















NORTHWEST
AIRLINES


EXCESS PENSION
PLAN FOR SALARIED EMPLOYEES


(2001
Restatement)


TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
  SECTION 1. 

  	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Amendment and Restatement

  	
   

  
	
   

  	
  1.2.

  	
  Unfunded Obligation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2. 

  	
  PLAN NAME

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 3. 

  	
  PARTICIPANTS

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Scope

  	
   

  
	
   

  	
  3.2.

  	
  General Participation Rule

  	
   

  
	
   

  	
  3.2.

  	
  Overriding Exclusion

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4. 

  	
  BENEFITS PAYABLE

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Benefit for Participants

  	
   

  
	
   

  	
   

  	
  4.1.1.

  	
  Entitlement and Amount

  	
   

  
	
   

  	
   

  	
  4.1.2.

  	
  Form of Payment

  	
   

  
	
   

  	
  4.2.

  	
  Benefit for Excess Plan Beneficiaries

  	
   

  
	
   

  	
   

  	
  4.2.1.

  	
  Entitlement and Amount

  	
   

  
	
   

  	
   

  	
  4.2.2.

  	
  Form of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5. 

  	
  FUNDING

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  5.2.

  	
  Hedging Investments

  	
   

  
	
   

  	
  5.2.

  	
  Corporate Obligation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6. 

  	
  GENERAL MATTERS

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Amendments and Termination

  	
   

  
	
   

  	
  6.2.

  	
  ERISA Administrator

  	
   

  
	
   

  	
  6.3.

  	
  Service of Process

  	
   

  
	
   

  	
  6.4.

  	
  Limited Benefits

  	
   

  
	
   

  	
  6.5.

  	
  Spendthrift Provision

  	
   

  
	
   

  	
  6.6.

  	
  Certifications

  	
   

  
	
   

  	
  6.7.

  	
  Errors in Computations

  	
   

  
	
   

  	
  6.8.

  	
  Administrative Determinations

  	
   

  
	
   

  	
  6.8.

  	
  Rules and Regulations

  	
   

  
	
   

  	
  6.10.

  	
  Payments to Minors and Incompetent Persons

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7. 

  	
  DESIGNATION OF BENEFICIARIES

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1.

  	
  Right To Designate

  	
   

  
	
   

  	
  7.2.

  	
  Failure of Designation

  	
   

  
	
   

  	
  7.3.

  	
  Disclaimers by Excess Plan Beneficiaries

  	
   

  
	
   

  	
  7.4.

  	
  Definitions

  	
   

  
	
   

  	
  7.5.

  	
  Special Rules

  	
   

  



 



 i
 








 


	
  SECTION
  8. 

  	
  CLAIMS PROCEDURE

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Original Claim

  	
   

  
	
   

  	
  8.2.

  	
  Claims Review Procedure

  	
   

  
	
   

  	
  8.3.

  	
  General Rules

  	
   

  
	
   

  	
  8.4.

  	
  Limitations Periods

  	
   

  
	
   

  	
  8.5.

  	
  Exhaustion of Administrative Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9. 

  	
  CONSTRUCTION

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1.

  	
  Defined Terms

  	
   

  
	
   

  	
  9.2.

  	
  ERISA Status

  	
   

  
	
   

  	
  9.3.

  	
  IRC Status

  	
   

  
	
   

  	
  9.4.

  	
  Effect on Other Plans

  	
   

  
	
   

  	
  9.5.

  	
  Disqualification

  	
   

  
	
   

  	
  9.6.

  	
  Rules of Document Construction

  	
   

  
	
   

  	
  9.7.

  	
  References to Laws

  	
   

  
	
   

  	
  9.8.

  	
  Effect on Employment

  	
   

  
	
   

  	
  9.9.

  	
  Choice of Law

  	
   

  



 



 ii















NORTHWEST AIRLINES


EXCESS PENSION PLAN FOR SALARIED EMPLOYEES


(2001
Restatement)


SECTION 1


INTRODUCTION


1.1  Amendment and Restatement.  On July 3, 1985 but effective as of
January 1, 1985, Northwest Airlines, Inc., a Minnesota corporation,
(hereinafter the “Principal Sponsor”) heretofore established the “Northwest
Airlines, Inc. Excess Benefit Plan” and reserved to itself the right to
amend that Plan from time to time. Effective as of January 1, 1989, the
Principal Sponsor amended and restated that earlier document by the adoption of
the “Northwest Airlines, Inc. Officers Excess Benefit Plan” and effective
as of January 1, 1994, the Principal Sponsor again amended and restated
that document by the adoption of the “Northwest Airlines Excess Pension Plan
for Salaried Employees (1994 Restatement).” By adoption of this amended and
restated document entitled “Northwest Airlines Excess Pension Plan for Salaried
Employees (2001 Restatement),” the Principal Sponsor hereby amends and restates
the Excess Plan in its entirety as applied to all persons who are Participants
as of January 1, 2001 (without regard to whether they are then actively
employed on that date) and all persons who become Participants after that date.


1.2  Unfunded Obligation.  The obligation of the Principal Sponsor to
make payments under this Excess Plan constitutes only the unsecured (but
legally enforceable) promise of the Principal Sponsor to make such payments.
The Participant shall have no lien, prior claim or other security interest in
any property of the Principal Sponsor. If a fund is established by the
Principal Sponsor in connection with this Excess Plan, the property therein
shall remain the sole and exclusive property of the Principal Sponsor. The
Principal Sponsor will pay the cost of this Excess Plan out of its general
assets.


SECTION 2


PLAN NAME


This employee pension benefit plan shall be referred to
as the “Northwest Airlines Excess Pension Plan for Salaried Employees” (the “Excess
Plan”). This document, as distinguished from the plan maintained pursuant to
this document, shall be referred to as the “Northwest Airlines Excess Pension
Plan for Salaried Employees (2001 Restatement).”


SECTION 3


PARTICIPANTS


3.1  Scope.  Unless the context clearly requires
otherwise, the provisions of this amended and restated document shall not
affect the entitlement to or amount of benefit payable to or with respect to
any Participant, employee or other individual who shall have retired or
terminated employment from the Principal Sponsor prior to January 1, 2001,
unless that Participant returns to active Recognized Employment after
January 1, 2001.


3.2  General Participation Rule.  The individuals eligible to participate in
and receive benefits under this Excess Plan are those employees of Principal
Sponsor and other affiliated companies who are, on or after January 1,
1985, participants in the Qualified Pension Plan and who are, at some time on
or after January 1, 1985, actively employed by the Principal Sponsor or
such other affiliated companies. Any employee who has become a Participant in
the Excess Plan shall continue as a Participant until all benefits which are
due under this Excess Plan have been received without regard to whether he or
she continues as a participant in the Qualified Pension Plan or an active
employee. Notwithstanding anything apparently to the contrary contained in this
Excess Plan, the Excess Plan shall be construed and administered to prevent the
duplication of benefits provided under this Excess













Plan
and any other qualified or nonqualified plan maintained in whole or in part by
the Principal Sponsor.


3.3  Overriding Exclusion.  Notwithstanding anything apparently to the
contrary in this Excess Plan or in any written communication, summary,
resolution or document or oral communication, no individual shall be a
Participant in this Excess Plan, develop benefits under this Excess Plan or be
entitled to receive benefits under this Excess Plan (either for himself or his
or her survivors) unless such individual is a member of a select group of
management or highly compensated employees (as that expression is used in
ERISA). If a court of competent jurisdiction, any representative of the U.S.
Department of Labor or any other governmental, regulatory or similar body makes
any direct or indirect, formal or informal, determination that an individual is
not a member of a select group of management or highly compensated employees
(as that expression is used in ERISA), such individual shall not be (and shall
not have ever been) a Participant in this Excess Plan at any time. If any
person not so defined has been erroneously treated as a Participant in this
Excess Plan, upon discovery of such error such person’s erroneous participation
shall immediately terminate ab initio
and upon demand such person shall be obligated to reimburse the Principal
Sponsor for all amounts erroneously paid to him or her.


SECTION 4


BENEFITS PAYABLE


4.1  Benefit for Participants.


4.1.1  Entitlement and Amount.  Upon the Termination of Employment of a
Participant who has any Vested and nonforfeitable entitlement to an Accrued
Benefit under the Qualified Pension Plan, this Excess Plan 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. Participants who were not employed in Recognized Employment
prior to January 1, 2001 do not have any benefit under the Excess Plan FAE
formula calculation in (a) below and, therefore, shall have their benefits
calculated exclusively pursuant to (b) below. Participants who were not
employed in Recognized Employment after December 31, 2000 do not have any
benefit under the Excess Plan cash balance formula calculation in
(b) below and, therefore, shall have their benefits calculated exclusively
pursuant to (a) below.


	
  (a) Excess Plan FAE Formula Calculation.

  	
   

  	
  (b) Excess Plan CB Formula Calculation.

  
	
   

  (1) As If FAE
  Benefit. Compute the benefit, if any, that would have been payable
  to the Participant as the FAE Formula Benefit specified in the Qualified
  Pension Plan (e.g., Single Life Benefit commencing at Normal Retirement Date)
  if the following special rules had been applied:

   

  (i) Disregard the benefit limitations under section
  415 of the Code, and

   

  (ii) Disregard the compensation limitation of
  section 401(a)(17) of the Code, and

   

  	
   

  	
   

  (1) As If CB
  Benefit. Compute
  the Cash Balance Account, if any, that would have been accumulated for the
  Participant under the Qualified Pension Plan if the following special rules
  had been applied:

   

  (i) Disregard the benefit limitations under section
  415 of the Code, and

   

  (ii) Disregard the compensation limitation of
  section 401(a)(17) of the Code, and

   

  (iii) Include in Earnings and Final Average Earnings
  amounts not otherwise included because they were deferred at the election of
  the Participant under a nonqualified deferred compensation plan at the time
  or times when they would have been included but for such election to defer,
  and

   

  (iv) Recognize, for the purpose of determining the
  Participant’s applicable pay credit percentage, initial account balance and
  bonus factor in connection with the CB Formula Benefit, Benefit Service or
  Vesting Service or both that are required to be recognized for such purposes
  under this Excess Plan pursuant to a separate written agreement between the
  Principal Sponsor and the Participant (excluding, however, any Benefit
  Service awarded under the terms of the Northwest Airlines Supplemental
  Executive Retirement Plan or any ancillary agreement issued solely in connection
  with the SERP), and

   

  (v) Include in Earnings and in Final Average
  Earnings amounts that are required to be included for purposes of this Excess
  Plan pursuant to a separate written agreement between the Principal Sponsor
  and the Participant (excluding, however, any Earnings and Final Average
  Earnings awarded under the terms of the Northwest Airlines, Inc. Supplemental
  Executive Retirement Plan or any ancillary agreement issued solely in
  connection with that SERP).

  
	
  (iii) Include in Earnings and Final Average Earnings
  amounts not otherwise included because they were deferred at the election of
  the Participant under a nonqualified deferred compensation plan at the time
  or times when they would have been included but for such election to defer,
  and

   

  	
   

  
	
  (iv) Recognize as Benefit Service or Vesting Service
  or both periods that are required to be recognized for purposes of this
  Excess Plan pursuant to a separate written agreement between the Principal
  Sponsor and the Participant (excluding, however, any Benefit Service awarded
  under the terms of the Northwest Airlines, Inc. Supplemental Executive
  Retirement Plan or any ancillary agreement issued solely in connection with
  the SERP), and

   

  	
   

  
	
  (v) Include in Earnings and in Final Average
  Earnings amounts that are required to be included for purposes of this Excess
  Plan pursuant to a separate written agreement between the Principal Sponsor
  and the Participant (excluding, however, any Earnings or Final Average
  Earnings awarded under the terms of the Northwest Airlines, Inc. Supplemental
  Executive Retirement Plan or any ancillary agreement issued solely in
  connection with that SERP).

  	
   

  




 2
 









 


	
  (2) Present
  Value of As If FAE Benefit. Convert the benefit determined in (1)
  above to a single lump sum by applying the rules of the Qualified Pension
  Plan for converting a FAE Formula Benefit to a single lump sum. This single
  lump sum shall be reduced as provided below.

  	
   

  	
  (2) Account Value
  of As If CB Benefit. The amount determined in (1) above shall be
  reduced as provided below.

  
	
   

  	
   

  	
   

  
	
  (3) FAE Formula
  Benefit Offset. Compute the single lump sum present value of the
  amounts actually payable to the Participant from the Qualified Pension Plan
  under the rules of the Qualified Pension Plan for converting a FAE Formula
  Benefit into a single lump sum.

  	
   

  	
  (3) FAE Formula
  Benefit Offset. Compute the single lump sum present value of the
  amounts actually payable to the Participant from the Qualified Pension Plan
  under the rules of the Qualified Pension Plan for converting a FAE Formula
  Benefit into a single lump sum.

  
	
   

  	
   

  	
   

  
	
  (4) CB Formula
  Benefit Offset. Determine the total of the Participant’s Cash
  Balance Accounts in the Qualified Pension Plan.

  	
   

  	
  (4) CB Formula
  Benefit Offset. Determine the total of the Participant’s Cash
  Balance Accounts in the Qualified Pension Plan.

  
	
   

  	
   

  	
   

  
	
  (5) Subtraction.
  Subtract the greater of the amount determined in (3) or (4) above from the
  amount determined in (2) above and the resulting amount shall be the benefit
  payable to the Participant under this Excess Plan (unless the amount
  determined in Section 4.1.1(b)(5) is greater).

  	
   

  	
  (5) Subtraction.
  Subtract the greater of the amount determined in (3) or (4) above from the
  amount determined in (2) above and the resulting amount shall be the benefit
  payable to the Participant under this Excess Plan (unless the amount
  determined in Section 4.1.1(a)(5) is greater).

  



 



 3
 









(c)   Transitional
Rules. With regard to a Participant who was a Participant before
January 1, 2001, the year 2000 bonus (paid in 2001) under the Key Employee
Cash Incentive Program was taken into account in determining the initial
account balance under the CB Formula. Pay credits will not be granted with
regard to year 2000 bonus (paid in 2001) under the Key Employee Cash Incentive
Program.


(d)   Special Agreement. Notwithstanding the
general requirement that a Participant who has a Vested and nonforfeitable
entitlement to an Accrued Benefit under the Qualified Pension Plan as condition
of receiving any benefit under this Excess Plan, the Principal Sponsor may by
written agreement with the Participant waive or modify that requirement.


4.1.2.  Form of Payment.  This benefit (minus the withholding, payroll
and other taxes which must be deducted therefrom) shall be paid, as soon as
administratively feasible after Termination of Employment, to the Participant
in a single lump sum payment.





4.2  Benefit for Excess Plan Beneficiaries.


4.2.1  Entitlement and Amount.  Upon the death of a Participant prior to the
time the Participant’s benefit has been paid to the Participant, the benefit
shall be payable to the Excess Plan beneficiary.


4.2.2.  Form of Payment.  This benefit (minus the withholding, payroll
and other taxes which must be deducted therefrom) shall be paid, as soon as
administratively feasible after the Participant’s death, to the Excess Plan
beneficiary in a single lump sum payment.


SECTION 5


FUNDING


5.1.  Hedging Investments.  If the Principal Sponsor elects to finance
all or a portion of its costs in connection with this Excess Plan through the
purchase of life insurance or other investments, the Participant agrees, as a
condition of participation in this Excess Plan, to cooperate with the Principal
Sponsor in the purchase of such investment to any extent reasonably required by
the Principal Sponsor and relinquishes any claim he or she may have either for
himself or herself or any beneficiary to the proceeds of any such investment or
any other rights or interests in such investment. If a Participant fails or
refuses to cooperate, then notwithstanding any other provision of this Excess
Plan (including, without limiting the generality of the foregoing,
Section 4) the Principal Sponsor shall immediately and irrevocably
terminate and forfeit the Participant’s entitlement to benefits under the
Excess Plan.


5.2.  Corporate Obligation.  Neither the Principal Sponsor’s officers nor
any member of its Board of Directors in any way secures or guarantees the
payment of any benefit or amount which may become due and payable hereunder to
or with respect to any Participant. Each Participant and other person entitled
at any time to payments hereunder shall look solely to the assets of the
Principal Sponsor for such payments as an unsecured, general creditor. After
benefits shall have been paid to or with respect to a Participant and such
payment purports to cover in full the benefit hereunder, such former
Participant or other person or persons, as the case may be, shall have no
further right or interest in the other assets of the Principal Sponsor in
connection with this Excess Plan. Neither the Principal Sponsor nor any of its
officers nor any member of its Boards of Directors shall be under any liability
or responsibility for failure to effect any of the objectives or purposes of
the Excess Plan by reason of the insolvency of the Principal Sponsor.



 4
 









SECTION 6


GENERAL MATTERS


6.1.  Amendments and Termination.  The Principal Sponsor may unilaterally amend
this Excess Plan prospectively, retroactively or both, at any time and for any
reason deemed sufficient by it without notice to any person affected by this
Excess Plan and may likewise terminate or curtail the benefits of this Excess
Plan both with regard to persons expecting to receive benefits in the future
and persons already receiving benefits at the time of such action. No modification
of the terms of this Excess Plan shall be effective unless it is in writing and
signed on behalf of the Principal Sponsor by a person authorized to execute
such writing. No oral representation concerning the interpretation or effect of
this Excess Plan shall be effective to amend the Excess Plan.


6.2.  ERISA Administrator.  The Principal Sponsor shall be the plan
administrator of this Excess Plan.


6.3.  Service of Process.  In the absence of any designation to the
contrary by the Principal Sponsor, the Secretary of the Principal Sponsor is
designated as the appropriate and exclusive agent for the receipt of service of
process directed to the Plan in any legal proceeding, including arbitration,
involving the Plan.


6.4.  Limited Benefits.  This Excess Plan shall not provide any
benefits determined with respect to any defined contribution plan.


6.5.  Spendthrift Provision.  No Participant, surviving spouse, joint or
contingent annuitant or beneficiary shall have the power to transmit, assign,
alienate, dispose of, pledge or encumber any benefit payable under this Excess
Plan before its actual payment to such person. The Principal Sponsor shall not
recognize any such effort to convey any interest under this Excess Plan. No
benefit payable under this Excess Plan shall be subject to attachment,
garnishment, execution following judgment or other legal process before actual
payment to such person.


6.6.  Certifications.  Information to be supplied or written notices
to be made or consents to be given by the Principal Sponsor pursuant to any
provision of this Excess Plan may be signed in the name of the Principal
Sponsor by any officer who has been authorized to make such certification or to
give such notices or consents.


6.7.  Errors in Computations.  The Principal Sponsor shall not be liable or
responsible for any error in the computation of any benefit payable to or with
respect to any Participant resulting from any misstatement of fact made by the
Participant or by or on behalf of any survivor to whom such benefit shall be
payable, directly or indirectly, to the Principal Sponsor, and used by the
Principal Sponsor in determining the benefit. The Principal Sponsor shall not
be obligated or required to increase the benefit payable to or with respect to
such Participant which, on discovery of the misstatement, is found to be
understated as a result of such misstatement of the Participant. However, the
benefit of any Participant which is overstated by reason of any such
misstatement or any other reason shall be reduced to the amount appropriate in
view of the truth (and to recover any prior overpayment).


6.8.  Administrative Determinations.  The Principal Sponsor shall make such
determinations as may be required from time to time in the administration of
the Excess Plan. The Principal Sponsor shall have the sole discretion,
authority and responsibility to interpret and construe the Excess Plan and to
determine all factual and legal questions under the Excess Plan, including but
not limited to the entitlement of employees, Participants, Beneficiaries and
Alternate Payees to benefits and the amounts of their benefits. The Principal
Sponsor have discretionary authority to grant or deny benefits under this
Excess Plan. Benefits under this Excess Plan will be paid only if the Principal
Sponsor decides in its discretion that the applicant is entitled to them. Each
interested party may act and rely upon all 



 5
 









information reported to them hereunder and need not inquire into the
accuracy thereof, nor be charged with any notice to the contrary.


6.9.  Rules and Regulations.  Any rule not in conflict or at variance with
the provisions hereof may be adopted by the Principal Sponsor.


6.10.  Payments to Minors and Incompetent Persons.  If any person entitled to receive any payment
under this Plan is incompetent, a minor or under any other legal disability
that prevents payment to that person, payment shall be made if the Principal
Sponsor has been advised of the existence of such condition:


(a)   to the duly appointed guardian, conservator or other legal
representative of such incompetent or disabled person (excluding an attorney in
fact acting under power of attorney); or


(b)   to a person or institution entrusted with the care or maintenance
of such incompetent or disabled person, provided such person or institution has
satisfied the Principal Sponsor that the payment will be used for the best
interest and assist in the care of such incompetent or disabled person, and
provided further, that no prior claim for said payment has been made by a duly
appointed guardian, conservator or other legal representative of such
incompetent or disabled person (excluding an attorney in fact acting under
power of attorney).


Any payment made in accordance with this Section shall constitute a
complete discharge of any liability or obligation of the Principal Sponsor, the
Trustee, all fiduciaries, this Plan and the fund to make such payment.


SECTION 7


DESIGNATION OF
BENEFICIARIES


7.1.  Right To Designate.  Each Participant may designate, upon forms to
be furnished by and filed with the Principal Sponsor, one or more primary
Excess Plan beneficiaries or alternative Excess Plan beneficiaries to receive
all or a specified part of the Participant’s benefit in the event of the
Participant’s death. The Participant may change or revoke any such designation
from time to time without notice to or consent from any Excess Plan beneficiary
or spouse. No such designation, change or revocation shall be effective unless
executed by the Participant and received by the Principal Sponsor in its
retirement administration department prior to the Participant’s death. The
Principal Sponsor may establish rules for the use of electronic signatures in
executing Excess Plan beneficiary designations. Until such rules are
established, electronic signatures shall not be effective. Notwithstanding the
following, if a Participant shall have affirmatively designated a beneficiary
under the Qualified Pension Plan but shall never have designated any
beneficiary under this Excess Plan, then the designation filed under the
Qualified Pension Plan shall be deemed to also be a designation under this
Excess Plan. The designation of a Beneficiary under the Excess Plan shall never
be effective to designate a Qualified Pension Plan beneficiary.


7.2.  Failure of Designation.  If a Participant:


(a)   fails to designate a Excess Plan beneficiary,


(b)   designates a Excess Plan beneficiary and thereafter such
designation is revoked without another Excess Plan beneficiary being named, or


(c)   designates one or more Excess Plan beneficiaries and all such
Excess Plan beneficiaries so designated fail to survive the Participant,


such Participant’s benefit, or the part thereof as to which such
Participant’s designation fails, as the case may be, shall be payable to the first
class of the following classes of automatic Excess Plan 



 6
 









beneficiaries with a member surviving the Participant and (except in the
case of the Participant’s surviving issue) in equal shares if there is more
than one member in such class surviving the Participant:


Participant’s
surviving spouse


Participant’s
surviving issue per stirpes and not per capita


Participant’s
surviving parents


Participant’s
surviving brothers and sisters


Representative of Participant’s estate.


7.3.  Disclaimers by Excess Plan Beneficiaries.  A Excess Plan beneficiary entitled to a
distribution of all or a portion of a deceased Participant’s benefit may
disclaim his or her interest therein subject to the following requirements. To
be eligible to disclaim, a Excess Plan beneficiary must be a natural person,
must not have received a distribution of all or any portion of a benefit at the
time such disclaimer is executed and delivered, and must have attained at least
age twenty-one (21) years as of the date of the Participant’s death. Any
disclaimer must be in writing and must be executed personally by the Excess
Plan beneficiary before a notary public. The Principal Sponsor may establish
rules for the use of electronic signatures and acknowledgements. Until such
rules are established, electronic signatures and acknowledgements shall not be
effective. A disclaimer shall state that the Excess Plan beneficiary’s entire
interest in the undistributed benefit is disclaimed (partial disclaimers not
being permitted under this Plan). To be effective, an original executed copy of
the disclaimer must be executed and actually delivered to the Principal Sponsor
after the date of the Participant’s death but not later than nine
(9) months after the date of the Participant’s death. A disclaimer shall
be irrevocable when delivered to the Principal Sponsor. A disclaimer shall be
considered to be delivered to the Principal Sponsor only when actually received
by the Principal Sponsor. The Principal Sponsor shall be the sole judge of the
content, interpretation and validity of a purported disclaimer. Upon the filing
of a valid disclaimer, the Excess Plan beneficiary shall be considered not to
have survived the Participant as to the interest disclaimed. A disclaimer by a
Excess Plan beneficiary shall not be considered to be a transfer of an interest
in violation of the provisions of Section 6.5. No other form of attempted
disclaimer shall be recognized by the Principal Sponsor.


7.4.  Definitions.  When used herein and, unless the Participant
has otherwise specified in the Participant’s Excess Plan beneficiary
designation, when used in a Excess Plan beneficiary designation:


(a)   “issue” means all persons who are lineal descendants of the person
whose issue are referred to, subject to the following: (i) a legally adopted
child and the adopted child’s lineal descendants always shall be lineal
descendants of each adoptive parent (and of each adoptive parent’s lineal
ancestors); (ii) a legally adopted child and the adopted child’s lineal
descendants never shall be lineal descendants of any former parent whose
parental rights were terminated by the adoption (or of that former parent’s
lineal ancestors); except that if, after a child’s parent has died, the child
is legally adopted by a stepparent who is the spouse of the child’s surviving
parent, the child and the child’s lineal descendants shall remain lineal
descendants of the deceased parent (and the deceased parent’s lineal
ancestors); and (iii) if the person (or a lineal descendant of the person)
whose issue are referred to is the parent of a child (or is treated as such
under applicable law) but never received the child into that parent’s home and
never openly held out the child as that parent’s child (unless doing so was
precluded solely by death), then neither the child nor the child’s lineal
descendants shall be issue of the person.


(b)   “child” means an issue of the first generation;


(c)   “per stirpes” means in equal shares among living children of the
person whose issue are referred to and the issue (taken collectively) of each
deceased child of such person, with such issue taking by right of
representation of such deceased child; and



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(d)   “survive” and “surviving” mean living after the death of the
Participant.


7.5.  Special Rules.  Unless the Participant has otherwise
specified in the Participant’s Excess Plan beneficiary designation, the
following rules shall apply:


(a)   If there is not sufficient evidence that a Excess Plan beneficiary
was living at the time of the death of the Participant, it shall be deemed that
the Excess Plan beneficiary was not living at the time of the death of the
Participant.


(b)   The automatic Excess Plan beneficiaries specified in
Section 6.9.3 and the Excess Plan beneficiaries designated by the
Participant shall become fixed at the time of the Participant’s death so that,
if a Excess Plan beneficiary survives the Participant but dies before the
receipt of all payments due such Excess Plan beneficiary hereunder, such
remaining payments shall be payable to the representative of such Excess Plan
beneficiary’s estate.


(c)   If the Participant designates as a Excess Plan beneficiary the
person who is the Participant’s spouse on the date of the designation, either
by name or by relationship, or both, the dissolution, annulment or other legal
termination of the marriage between the Participant and such person shall
automatically revoke such designation. (The foregoing shall not prevent the
Participant from designating a former spouse as a Excess Plan beneficiary on a
form executed by the Participant and received by the Principal Sponsor after
the date of the legal termination of the marriage between the Participant and
such former spouse, and during the Participant’s lifetime.)


(d)   Any designation of a nonspouse Excess Plan beneficiary by name
that is accompanied by a description of relationship to the Participant shall
be given effect without regard to whether the relationship to the Participant
exists either then or at the Participant’s death.


(e)   Any designation of a Excess Plan beneficiary only by statement of
relationship to the Participant shall be effective only to designate the person
or persons standing in such relationship to the Participant at the Participant’s
death.


(f)    A Excess Plan beneficiary designation is permanently void if it
either is executed or is filed by a Participant who, at the time of such
execution or filing, is then a minor under the law of the state of the
Participant’s legal residence. The Principal Sponsor shall be the sole judge of
the content, interpretation and validity of a purported Excess Plan beneficiary
designation.


SECTION 8


CLAIMS PROCEDURE


8.1.  Original Claim.  Any person may file with the Principal
Sponsor a written claim for benefits under the Excess Plan. An application for
benefits under Section 4 shall be processed as a claim for the purposes of
this Section 8. Within ninety (90) days after the filing of such a
claim, the Principal Sponsor shall notify the claimant in writing whether his
or her claim is upheld or denied in whole or in part or shall furnish the
claimant a written notice describing specific special circumstances requiring a
specified amount of additional time (but not more than one hundred eighty days
from the date the claim was filed) to reach a decision on the claim. If the
claim is denied in whole or in part, the Principal Sponsor shall state in
writing:


(a)   the specific reasons for the denial;


(b)   the specific references to the pertinent provisions of this Excess
Plan on which the denial is based;



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(c)   a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material
or information is necessary; and


(d)   an explanation of the claims review procedure set forth in this
section.


8.2.  Claims Review Procedure.  Within sixty (60) days after receipt of
notice that his or her claim has been denied in whole or in part, the claimant
may file with the Principal Sponsor a written request for a review and may, in
conjunction therewith, submit written issues and comments. Within sixty
(60) days after the filing of such a request for review, the Principal
Sponsor shall notify the claimant in writing whether, upon review, the claim
was upheld or denied in whole or in part or shall furnish the claimant a
written notice describing specific special circumstances requiring a specified
amount of additional time (but not more than one hundred twenty days from the
date the request for review was filed) to reach a decision on the request for
review.


8.3  General Rules.


(a)   No inquiry or question shall be deemed to be a claim or a request
for a review of a denied claim unless made in accordance with the claims
procedure. The Principal Sponsor may require that any claim for benefits and
any request for a review of a denied claim be filed on forms to be furnished by
the Principal Sponsor upon request.


(b)   All decision on claims and on requests for a review of denied
claims shall be made by the Principal Sponsor.


(c)   The Principal Sponsor may, in its discretion, hold one or more
hearings on a claim or a request for a review of a denied claim.


(d)   Claimants may be represented by a lawyer or other representative
(at their own expense), but the Principal Sponsor reserves the right to require
the claimant to furnish written authorization. A claimant’s representative
shall be entitled to receive copies of notices sent to the claimant.


(e)   The decision of the Principal Sponsor on a claim and on a request
for a review of a denied claim shall be served on the claimant in writing. If a
decision or notice is not received by a claimant within the time specified, the
claim or request for a review of a denied claim shall be deemed to have been
denied.


(f)    Prior to filing a claim or a request for a review of a denied
claim, the claimant or his or her representative shall have a reasonable
opportunity to review a copy of this Excess Plan and all other pertinent
documents in the possession of the Principal Sponsor.


(g)   The Principal Sponsor may permanently or temporarily delegate all
or a portion of its authority and responsibility under this Section 8 to a
committee or individual.


8.4.  Limitations Periods.  No claim shall be considered under the claim
and review procedure unless it is filed with the Principal Sponsor within two
(2) years after the claimant knew (or reasonably should have known) of the
principal facts upon which the claim is based. Every untimely claim shall be
denied by the Principal Sponsor without regard to the merits of the claim. No
legal action (whether arising under section 502 or section 510 of ERISA
or under any other statute or non-statutory law) may be brought by any claimant
on any matter pertaining to this Plan unless the legal action is commenced in
the proper forum before:


(a)   three (3) years after the claimant knew (or reasonably should
have known) of the principal facts on which the claim is based, or if earlier


(b)   one hundred eighty (180) days after the claimant has
exhausted the claim and review procedure.



 9
 









Knowledge of all facts that a Participant knew (or reasonably should
have known) shall be imputed to every claimant who claims to derive an
entitlement by reference to the Participant for the purpose of applying the
previously specified periods.


8.5.  Exhaustion of Administrative Remedies.  The exhaustion of the claim and review procedure
is mandatory for resolving every claim for benefits arising under this Plan. As
to such claims:


(a)   no claimant shall be permitted to commence any legal action
relating to any such claim (whether arising under section 502 or
section 510 of ERISA or under any other statute or non-statutory law)
unless a timely claim has been filed under the claim and review procedure and
the claim and review procedure has been exhausted; and


(b)   in any such legal action all explicit and all implicit
determinations by the Principal Sponsor (including, but not limited to,
determinations as to whether the claim was timely filed) shall be afforded
complete deference unless the claimant establishes by a clear preponderance of
the evidence that the Principal Sponsor’s determination was both arbitrary and
capricious.


SECTION 9


CONSTRUCTION


9.1.  Defined Terms.  Words and phrases used in this Excess Plan
with initial capital letters, which are defined in the Qualified Pension Plan
documents and which are not separately defined in this Excess Plan shall have
the same meaning ascribed to them in the Qualified Pension Plan documents
unless in the context in which they are used it would be clearly inappropriate
to do so.


9.2.  ERISA Status.  This Excess Plan is adopted with the understanding
that it is an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees as provided in section 201(2), section 301(3) and
section 401(a)(1) of ERISA. Each provision shall be interpreted and
administered accordingly.


9.3.  IRC Status.  This Excess Plan is intended to be a
nonqualified deferred compensation arrangement. The rules of
section 401(a) et. seq. of
the Code shall not apply to this Excess Plan. The rules of
section 3121(v) and section 3306(r)(2) of the Code shall apply
to this Excess Plan.


9.4.  Effect on Other Plans.  This Excess Plan shall not alter, enlarge or
diminish any person’s employment rights or obligations or rights or obligations
under the Qualified Pension Plan or any other plan. It is specifically
contemplated that the Qualified Pension Plan will, from time to time, be
amended and possibly terminated. All such amendments and termination shall be
given effect under this Excess Plan (it being expressly intended that this
Excess Plan shall not lock in the benefit structures of the Qualified Pension
Plan as they exist at the adoption of this Excess Plan or upon the commencement
of participation or commencement of benefits by any Participant).


9.5.  Disqualification.  Notwithstanding any other provision of this
Excess Plan or any election or designation made under the Excess Plan, any
individual who feloniously and intentionally kills a Participant shall be
deemed for all purposes of this Excess Plan and all elections and designations
made under this Excess Plan to have died before such Participant. A final
judgment of conviction of felonious and intentional killing is conclusive for
this purpose. In the absence of a conviction of felonious and intentional
killing, the Principal Sponsor shall determine whether the killing was
felonious and intentional for this purpose.


9.6.  Rules of Document Construction.  Whenever appropriate, words used herein in
the singular may be read in the plural, or words used herein in the plural may
be read in the singular; the masculine may include the feminine; and the words “hereof,”
“herein” or “hereunder” or other similar compounds of the word “here” shall
mean and refer to the entire Excess Plan and not to any particular paragraph or
Section of this Excess Plan unless the context clearly indicates to the
contrary. The titles 



 10
 









given to the various Sections of this Excess Plan are inserted for
convenience of reference only and are not part of this Excess Plan, and they
shall not be considered in determining the purpose, meaning or intent of any
provision hereof.


9.7.  References to Laws.  Any reference in this Excess Plan to a
statute or regulation shall be considered also to mean and refer to any
subsequent amendment or replacement of that statute or regulation.


9.8.  Effect on Employment.  Neither the terms of this Excess Plan nor the
benefits hereunder nor the continuance thereof shall be a term of the
employment of any employee. The Principal Sponsor shall not be obliged to
continue the Excess Plan. The terms of this Excess Plan shall not give any
employee the right to be retained in the employment of the Principal Sponsor.


9.9.  Choice of Law.  This instrument has been executed and
delivered in the State of Minnesota and has been drawn in conformity to the
laws of that State and shall, except to the extent that federal law is
controlling, be construed and enforced in accordance with the laws of the State
of Minnesota.


	
  October 25, 2001 

  	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief
  Executive Officer

  



 



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