Exhibit 10.30


NORTHWEST AIRLINES


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(2001
Restatement)















NORTHWEST AIRLINES


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(2001
Restatement)


Preamble


1.1.  Amendment and Restatement.  Northwest Airlines, Inc., a Minnesota
corporation, (hereinafter the “Principal Sponsor”) heretofore established the “Northwest
Airlines, Inc. Supplemental Executive Retirement Plan” (the “SERP”) and
reserved to itself the right to amend that Plan from time to time. By adoption
of this amended and restated document entitled “Northwest Airlines Supplemental
Executive Retirement Plan (2001 Restatement),” the Principal Sponsor hereby
amends and restates the SERP 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 SERP 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 SERP, the property therein shall remain the
sole and exclusive property of the Principal Sponsor. The Principal Sponsor
will pay the cost of this SERP out of its general assets.


1.3.  Scope.  This SERP document consists of a Preamble and
two distinct and mutually exclusive Parts applicable to mutually exclusive
groups of Participants as follows.


1.3.1.  Part A.  Part A of the SERP document contains all
the provisions and rules applicable to the following Participants:


(a)   Each Participant with an effective date for the commencement of
SERP participation that is prior to January 1, 2001, who did not continue
in active employment with Northwest Airlines, Inc. on or after
January 1, 2001, and


(b)   Each Participant with an effective date for the commencement of
SERP participation that is prior to January 1, 2001, who did continue in
active employment with Northwest Airlines, Inc. on or after
January 1, 2001, but who did not affirmatively agree in an Ancillary
Agreement signed after January 1, 2001 by the Participant and by the
Principal Sponsor to become covered under Part B.


No portion of Part A of the SERP document is applicable to any
Participant to whom Part B is applicable.


1.3.2.  Part B.  Part B of the SERP document contains all
the provisions and rules applicable to the following Participants.


(a)   Each Participant with an effective date for the commencement of
SERP participation that is prior to January 1, 2001, who did continue in
active employment with Northwest Airlines, Inc. on or after
January 1, 2001, and who did affirmatively agree in an Ancillary Agreement
signed after January 1, 2001 by the Participant and by the Principal
Sponsor to become covered under Part B, and


(a)   Each Participant with an effective date for the commencement of
SERP participation that is on or after January 1, 2001.


No portion of Part B of the SERP document is applicable to any
Participant to whom Part A is applicable.











IN WITNESS WHEREOF, Northwest Airlines, Inc. has caused this
amended and restated document to be adopted effective as of January 1,
2001.


	
  October 25, 2001 

  	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief
  Executive Officer

  



 



 2














NORTHWEST AIRLINES


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(2001
Restatement)


Part A
















NORTHWEST AIRLINES


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(2001
Restatement)


Part A


TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  SECTION 1. 

  	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Plan Established

  	
   

  
	
   

  	
  1.2.

  	
  Scope of Part A

  	
   

  
	
   

  	
  1.3.

  	
  Unfunded Obligation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2. 

  	
  PLAN NAME

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 3. 

  	
  PARTICIPANTS

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Participants

  	
   

  
	
   

  	
  3.2.

  	
  Continuation of Status

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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 Beneficiaries

  	
   

  
	
   

  	
   

  	
  4.2.1.

  	
  Entitlement and Amount

  	
   

  
	
   

  	
   

  	
  4.2.2.

  	
  Form of Payment

  	
   

  
	
   

  	
  4.3.

  	
  Ancillary Agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5. 

  	
  FUNDING

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1.

  	
  Hedging Investments

  	
   

  
	
   

  	
  5.2.

  	
  Corporate Obligation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6. 

  	
  GENERAL MATTERS

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Amendments

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7. 

  	
  FORFEITURE OF BENEFITS

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 8. 

  	
  CLAIMS PROCEDURE

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Initiating Benefits

  	
   

  
	
   

  	
  8.2.

  	
  Original Claim

  	
   

  
	
   

  	
  8.3.

  	
  Claims Review Procedure

  	
   

  
	
   

  	
  8.4.

  	
  General Rules

  	
   

  



 



 i
 









 


	
  SECTION 9. 

  	
  CONSTRUCTION

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX A — DEFINITIONS

  	
  A-1

  



 



 ii














NORTHWEST AIRLINES


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(2001
Restatement)


Part A


SECTION 1


INTRODUCTION


1.1.  Plan Established.  Effective as of January 1, 1995,
NORTHWEST AIRLINES, INC., a Minnesota corporation, (the “Principal Sponsor”)
establishes this employee benefit plan for the purpose of providing additional
retirement to certain eligible employees in addition to the “final average
earnings formula” benefits provided under the tax-qualified defined benefit
pension plan known as the “Northwest Airlines Pension Plan for Salaried
Employees” (the “Pension Plan”) and the nonqualified defined benefit pension
plan known as the “Northwest Airlines Pension Excess Plan for Salaried
Employees” (the “Excess Plan”).


1.2.  Scope of Part A.  This Part A of the SERP document
(together with the Preamble to the SERP document) contains all the provisions
and rules applicable to the following Participants:


(a)   Each Participant with an effective date for the commencement of
SERP participation that is prior to January 1, 2001, who did not continue
in active employment with Northwest Airlines, Inc. on or after
January 1, 2001, and


(b)   Each Participant with an effective date for the commencement of
SERP participation that is prior to January 1, 2001, who did continue in
active employment with Northwest Airlines, Inc. on or after
January 1, 2001, but who did not affirmatively agree in an Ancillary
Agreement signed after January 1, 2001 by the Participant and by the
Principal Sponsor to become covered under Part B.


No portion of this Part A of the SERP document is applicable to any
Participant to whom Part B is applicable.


1.3.  Unfunded Obligation.  The obligation of the Principal Sponsor to
make payments under this SERP 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 SERP, the property therein shall remain the
sole and exclusive property of the Principal Sponsor. The Principal Sponsor
will pay the cost of this SERP out of its general assets.


SECTION 2


PLAN NAME


This employee benefit plan shall be referred to as the “Northwest
Airlines Supplemental Executive Retirement Plan” (the “SERP”) and this portion
of the SERP shall be referred to as Part A. This document, as
distinguished from the plan maintained pursuant to this document, shall be
referred to as the “Northwest Airlines Supplemental Executive Retirement Plan
(2001 Restatement)” (the “SERP document”) and this portion of the 2001
Restatement shall be referred to as the “Northwest Airlines Supplemental
Executive Retirement Plan (2001 Restatement)—Part A” (“Part A of the SERP
document”).











SECTION 3


PARTICIPANTS


3.1.  Participants.  The Participants in the SERP shall be those
individuals who have been expressly designated as Participants by the Principal
Sponsor in writing. The effective date for the commencement of SERP participation
for each such individual shall be the date specified in such writing.


3.2.  Continuation of Status.  Any individual who has become a Participant
in the SERP shall continue as a Participant until all benefits which are due
under this SERP have been received without regard to whether he or she
continues as an officer or a participant in the Pension Plan or an active
employee.


SECTION 4


BENEFITS PAYABLE


4.1.  Benefit for Participants.


4.1.1.  Entitlement and Amount.  Upon the retirement or other 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:


(a)   the amount that would have been payable to the Participant under
the Pension Plan if such benefit had been determined:


(i)    without regard to the benefit limitations under section 415
of the Code, and


(ii)   without regard to the compensation limitation of
section 401(a)(17) of the Code, and


(iii)  assuming that the Participant’s actual Benefit Service was
increased by two (2) additional deemed years of Benefit Service for each
actual year of employment completed by the Participant on or after the
Participant’s effective date for the commencement of SERP participation (not to
exceed ten additional deemed years over and above the actual Benefit Service),
and


(iv)  computing the Participant’s Earnings and Final Average Earnings on
the basis of thirty-six (36) months rather than sixty (60) months and
without regard to whether those thirty-six (36) months are consecutive,
and


(v)   by including in Earnings and in 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; minus


(b)   the amount actually paid from the Pension Plan and the Excess
Plan.


The definitions of Earnings and Final Average Earnings are, except as
specifically provided herein, contained in the Pension Plan. For this purpose
and for similar purposes in Section 4.2, notwithstanding anything to the
contrary in the definition of Earnings and Final Average Earnings in the
Pension Plan: (a) bonuses paid pursuant to the Principal Sponsor’s annual
bonus program shall be spread evenly over the months in the calendar year in
which such bonuses were earned, (b) other bonuses (such as “sign on
bonuses”) shall be spread evenly over the twelve (12) months in the
calendar year in which such bonuses are paid, (c) income attributable in
any manner to stock options is not included in Earnings either when paid or
received, (d) severance payments, however denominated, are not included in
Earnings, and (e) any gross up payments shall be excluded from Earnings if
they relate to items that are themselves excluded from Earnings (such as
relocation payments).



 2
 








4.1.2.  Form of Payment.  Except as may otherwise be specifically
provided in this SERP, this benefit (minus the withholding, payroll and other
taxes which must be deducted therefrom) shall be paid to the Participant in the
same manner, at the same time, for the same duration and in the same form as if
such benefit had been paid directly from the Pension Plan. All elections and
optional forms of settlement in effect and all other rules governing the
payment of benefits under the Pension Plan shall, to the extent practicable, be
given effect under this SERP so that the Participant will receive from a
combination of the Pension Plan, the Excess Plan and this SERP the same benefit
(minus the withholding, payroll and other taxes which must be deducted
therefrom) which would have been received under the Pension Plan if the Excess
Plan and SERP benefit had been payable from the Pension Plan. Notwithstanding
the foregoing, the benefit payable from this SERP shall not commence until:


(a)   at or after the Participant attains age sixty (60) years, or


(b)   at or after the Participant attains age fifty-five
(55) years, but only if the retirement or other termination of employment
was:


(i)    by action of the Principal Sponsor other than for Cause (as
defined in Section 9), or


(ii)   for Good Reason (as defined in Section 9), or


(iii)  at the request of or with the prior consent of the Principal
Sponsor.


Notwithstanding the provisions of the Pension Plan and the Excess Plan
regarding the reduction of benefits for early commencement, if the first
payment of the benefit payable under this SERP precedes the last day of the
month following the month in which the Participant would attain age sixty-five
(65) years, the amount otherwise payable under this SERP shall be reduced
five-twelfths of one percent (5/12%) for each full month by which such first
payment precedes the last day of the calendar month following the month in which
the Participant would attain age sixty-five (65) years. (Payments made
under the Pension Plan and the Excess Plan shall be reduced for early
commencement in accordance with the rules in the Pension Plan and the Excess
Plan.)


4.2.  Benefit for Beneficiaries.


4.2.1.  Entitlement and Amount.  Upon the death of a Participant, this SERP
shall pay to the surviving spouse or other joint or contingent annuitant or
beneficiary of a Participant the excess, if any, of:


(a)   the amount which would have been payable to such person under the
Pension Plan if such benefit had been determined:


(i)    without regard to the benefit limitations under section 415
of the Code, and


(ii)   without regard to the compensation limitation of
section 401(a)(17) of the Code, and


(iii)  assuming that the Participant’s actual Benefit Service was
increased by two (2) additional deemed years of Benefit Service for each
actual year of employment completed by the Participant on or after the
Participant’s effective date for the commencement of SERP participation (not to
exceed ten additional deemed years over and above the actual Benefit Service),
and


(iv)  computing the Participant’s Earnings and Final Average Earnings on
the basis of thirty-six (36) months rather than sixty (60) months and
without regard to whether those thirty-six (36) months are consecutive,
and


(v)   by including in Earnings and in Final Average Earnings amounts not
otherwise included because they were deferred at the election of the
Participant under a



 3
 








nonqualified deferred compensation
plan at the time or times when they would have been included but for such
election to defer; minus


(b)   the amount actually paid from the Pension Plan and the Excess
Plan.


4.2.2.  Form of Payment.  This benefit (minus the withholding, payroll
and other taxes which must be deducted therefrom) shall be paid to such person
in the same manner, at the same time, for the same duration and in the same
form as if such benefit had been paid directly from the Pension Plan. All
elections and optional forms of settlement in effect and all other rules
governing the payment of benefits under the Pension Plan shall, to the extent
practicable, be given effect under this SERP so that such person will receive
from a combination of the Pension Plan, the Excess Plan and this SERP the same
benefit (minus the withholding, payroll and other taxes which must be deducted
therefrom) which would have been received under the Pension Plan if the Excess
Plan and SERP benefit had been paid from the Pension Plan. To the extent relevant
to the determination of the amount of benefit payable to a surviving souse or
other joint or contingent annuitant under this SERP, early commencement
reduction factors consistent with those applicable to payments to a Participant
under Section 4.1 shall also be applied to the benefit payable to any
survivor under this Section 4.2.


4.3.  Ancillary Agreements.  A Participant and the Principal Sponsor may,
from time to time, enter into other written agreements which vary the
entitlement to, computation of and form of benefits under this SERP including,
but not limited to, agreements requiring that this SERP recognize additional
periods of Benefit Service or Vesting Service or both and that this SERP
recognize additional Earnings and Final Average Earnings. With respect to any
such Participant, such written agreement shall be given effect under this SERP
as if fully set forth herein.


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 SERP through the purchase
of life insurance or other investments, the Participant agrees, as a condition
of participation in this SERP, 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 SERP (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 SERP.


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 SERP. 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
SERP by reason of the insolvency of the Principal Sponsor.



 4
 








SECTION 6


GENERAL MATTERS


6.1.  Amendments.  This SERP may be amended by action of the
Principal Sponsor without the consent of any Participant in whole or in part,
from time to time and at any time; provided,
however, that no amendment of this SERP shall be effective as to a
Participant to the extent the amendment would have the effect of diminishing
the benefits payable to or with respect to the Participant under this SERP or
the procedural rights of the Participant under this SERP unless the Participant
has consented to such amendment in writing.


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


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 SERP 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 SERP
before its actual payment to such person. The Principal Sponsor shall not
recognize any such effort to convey any interest under this SERP. No benefit
payable under this SERP 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 SERP 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).


SECTION 7


FORFEITURE OF
BENEFITS


All benefits under this SERP, shall be permanently
forfeited if the Participant becomes at any time an employee of any of the top
five (5) passenger airlines in the Unites States (other than the Principal
Sponsor) as ranked by revenue passenger miles. In no event shall this Section
serve as a basis for requiring a Participant to repay any benefits previously
paid to a Participant prior to commencement of such employment.



 5
 








SECTION 8


CLAIMS PROCEDURE


8.1.  Initiating Benefits.  At the earliest time that a Participant may
be entitled to receive benefits under this SERP, the Principal Sponsor shall
notify the Participant of that entitlement and of the procedures for requesting
the payment of benefits hereunder. Without regard to whether such notification
is given by the Principal Sponsor, a Participant may request the payment of
benefits under this SERP. The Principal Sponsor shall, upon receipt of such request
expeditiously process the payment of benefits hereunder.


8.2.  Original Claim.  Any person may file with the Principal
Sponsor a written claim for benefits under the SERP. Within thirty
(30) 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 sixty 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 SERP
on which the denial is based;


(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.


8.3.  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 thirty
(30) 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 sixty days from the date the request for
review was filed) to reach a decision on the request for review.


8.4.  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 decisions 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). 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.



 6
 








(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 SERP 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.


(h)   The procedures and remedies herein are not exclusive. A
Participant shall not be required to exhaust these administrative remedies. If
there is litigation regarding the benefits payable to or with respect to a
Participant, determinations by the Principal Sponsor shall not be afforded any
deference and the matter shall be heard de
novo.


SECTION 9


CONSTRUCTION


9.1.  Defined Terms.  Words and phrases used in this SERP document
with initial capital letters, which are defined in the Pension Plan documents
and which are not separately defined in this SERP document shall have the same
meaning ascribed to them in the Pension Plan documents unless in the context in
which they are used it would be clearly inappropriate to do so. For the
purposes of this SERP, the terms “Change in Control,” “Cause” and “Good Reason”
shall have the meanings specified in the Appendix A to this SERP.


9.2.  ERISA Status.  This SERP 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 SERP 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 SERP. The rules of section 3121(v) and section 3306(r)(2)
of the Code shall apply to this SERP.


9.4.  Effect on Other Plans.  This SERP shall not alter, enlarge or
diminish any person’s employment rights or obligations or rights or obligations
under the Pension Plan, the Excess Plan or any other plan. It is specifically
contemplated that the Pension Plan and Excess Plan could, from time to time, be
amended and possibly terminated. This SERP shall not preclude any such
amendments or terminations. Although the Principal Sponsor is generally free to
amend and terminate the Pension Plan and the Excess Plan, no amendment or
termination of the Pension Plan or the Excess Plan shall be effective as to a
Participant to the extent the amendment or termination would have the effect of
diminishing the benefits payable to or with respect to the Participant (or the
procedural rights of the Participant) under this SERP unless the Participant
has affirmatively agreed in writing to such amendment or termination.


9.5.  Disqualification.  Notwithstanding any other provision of this SERP
document or any election or designation made under the SERP, any individual who
feloniously and intentionally kills a Participant shall be deemed for all
purposes of this SERP and all elections and designations made under this SERP
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 in this SERP
document in the singular may be read in the plural, or words used in the plural
may be read in the singular; the masculine may include the feminine; and the
words “hereof,” “herein” or “hereunder” or



 7
 








other similar compounds of the word “here” shall mean and refer to the
entire SERP document and not to any particular paragraph or Section of this
SERP document unless the context clearly indicates to the contrary. The titles
given to the various Sections of this SERP document are inserted for
convenience of reference only and are not part of this SERP, and they shall not
be considered in determining the purpose, meaning or intent of any provision
hereof. Notwithstanding any thing apparently to the contrary contained in this
SERP document, the SERP document shall be construed and administered to prevent
the duplication of benefits provided under this SERP and any other qualified or
nonqualified plan maintained in whole or in part by the Principal Sponsor.


9.7.  References to Laws.  Any reference in this SERP document 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 SERP document nor
the benefits hereunder nor the continuance thereof shall be a term of the
employment of any employee. The terms of this SERP document shall not give any
employee the right to be retained in the employment of any Employer.


9.9.  Choice of Law.  This SERP document has been executed and
delivered in the State of Minnesota 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.



 8














APPENDIX A


DEFINITIONS


When used in the SERP with initial capital letters, the
following terms shall have the following meanings.


“Cause” shall mean with respect to termination of
Participant’s employment hereunder


(a)   an act or acts of personal dishonesty by Participant intended to
result in substantial personal enrichment of Participant at the expense of the
Principal Sponsor,


(b)   an act or acts of personal dishonesty by Participant intended to
cause substantial injury to the Principal Sponsor,


(c)   material breach (other than as a result of a Disability) by
Participant of Participant’s obligations under written agreement between the
Principal Sponsor and the Participant which action was


(i)    undertaken without a reasonable belief that the action was in the
best interest of the Principal Sponsor, and


(ii)   not remedied within a reasonable period of time after receipt of
written notice from the Principal Sponsor specifying the alleged breach, or


(d)   the conviction of Participant of a felony.


“Change in Control” means any one of the following:


(a)   The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) or the Securities Exchange Act of
1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more
of either (i) the then outstanding shares of Common Stock of Northwest
Airlines Corporation (the “Outstanding Parent Common Stock”) or (ii) the
combined voting power of the then outstanding voting securities of Northwest
Airlines Corporation entitled to vote generally in the election of directors
(the “Outstanding Parent Voting Securities”); or


(b)   Individuals who, as of June 1, 1994, constitute the Board of
Directors of Northwest Airlines Corporation (the “Incumbent Board”) cease for
any reason to constitute at least a majority of such Board; provided, however,
that any individual becoming a director subsequent to June 1, 1994, whose
election or nomination for election by Northwest Airlines Corporation’s
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board of Directors or
Northwest Airlines Corporation; or


(c)   Approval by the shareholders of Northwest Airlines Corporation of
a reorganization, merger or consolidation (a “Business Combination”), in each
case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Parent Common Stock and Outstanding
Parent Voting Securities immediately prior to such Business Combination beneficially
own, directly, or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such



 A-1
 








Business Combination (including,
without limitation, a corporation which as a result of such transaction owns
Northwest Airlines Corporation through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Parent Stock and Outstanding Parent
Voting Securities, as the case may be and (ii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of such Board, providing
for such Business Combination; or


(d)   Approval by the shareholders of Northwest Airlines Corporation of
(i) a complete liquidation or dissolution of Northwest Airlines
Corporation or (ii) the sale or other disposition of all or substantially
all of the assets of Northwest Airlines Corporation, other than to a
corporation with respect to which following such sale or other disposition,
(X) more than 50% of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the
beneficial owners respectively, of the Outstanding Parent Common Stock and
Outstanding Parent Voting Securities immediately prior to such sale or other
disposition in substantially the same proportions as their ownership
immediately prior to such sale or other disposition of the Outstanding Parent
Common Stock and Outstanding Parent Voting Securities, as the case may be and
(Y) at least a majority of the members of the board of directors of such
corporation wee members of the Incumbent Board at the time of the execution of
the initial agreement, or other action of such Board, providing for such sale
or other disposition of assets of Northwest Airlines Corporation or were
elected, appointed or nominated by the Incumbent Board.


“Good Reason” shall mean with respect to an Participant, any
one or more of the following:


(a)   a material reduction in Participant’s compensation or other
benefits (except as permitted hereunder);


(b)   any material change in Participant’s job responsibilities;
provided that, so long as Participant retains a substantial part of his then
current oversight responsibility, a transfer of a portion of such oversight
responsibility of Participant shall not in and of itself constitute a material
change in Participant’s job responsibilities;


(c)   the relocation of the Principal Sponsor’s principal Participant
offices to a location outside the Minneapolis-St. Paul Metropolitan Area;


(d)   a failure by the Principal Sponsor to comply with any material
provision of a written agreement between the Principal Sponsor and the
Participant which has not been cured within ten (10) days after the
Principal Sponsor knows or has notice of such noncompliance.


In order for an Participant’s termination of his employment to be
considered for Good Reason, such termination must occur within one
(1) year after the event giving rise to such Good Reason. Participant’s
continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstance constituting Good Reason hereunder.



 A-2















NORTHWEST
AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)

Part B


















NORTHWEST
AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)

Part B


TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Plan Established

  	
   

  
	
   

  	
  1.2.

  	
  Scope of Part B

  	
   

  
	
   

  	
  1.3.

  	
  Unfunded Obligation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  PLAN NAME

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  PARTICIPANTS

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Participants

  	
   

  
	
   

  	
  3.2.

  	
  Continuation of Status

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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 SERP Beneficiaries

  	
   

  
	
   

  	
   

  	
  4.2.1.

  	
  Entitlement and Amount

  	
   

  
	
   

  	
   

  	
  4.2.2.

  	
  Form of Payment

  	
   

  
	
   

  	
  4.3.

  	
  Ancillary Agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  FUNDING

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1.

  	
  Hedging Investments

  	
   

  
	
   

  	
  5.2.

  	
  Corporate Obligation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  GENERAL MATTERS

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Amendments

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  DESIGNATION OF BENEFICIARIES

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1.

  	
  Right To Designate

  	
   

  
	
   

  	
  7.2.

  	
  Failure of Designation

  	
   

  
	
   

  	
  7.3.

  	
  Disclaimers by SERP Beneficiaries

  	
   

  
	
   

  	
  7.4.

  	
  Definitions

  	
   

  
	
   

  	
  7.5.

  	
  Special Rules

  	
   

  



 



 i
 









 


	
  SECTION 8.

  	
  CLAIMS PROCEDURE

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Initiating Benefits

  	
   

  
	
   

  	
  8.2.

  	
  Original Claim

  	
   

  
	
   

  	
  8.3.

  	
  Claims Review Procedure

  	
   

  
	
   

  	
  8.4.

  	
  General Rules

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)

Part B


SECTION 1


INTRODUCTION


1.1.  Plan Established.  Effective as of January 1, 1995,
NORTHWEST AIRLINES, INC., a Minnesota corporation, (the “Principal Sponsor”)
establishes this employee benefit plan for the purpose of providing additional
retirement to certain eligible employees in addition to the “final average
earnings formula” or “cash balance formula” benefits provided under the
tax-qualified defined benefit pension plan known as the “Northwest Airlines
Pension Plan for Salaried Employees” (the “Pension Plan”) and the nonqualified
defined benefit pension plan known as the “Northwest Airlines Pension Excess
Plan for Salaried Employees” (the “Excess Plan”).


1.2.  Scope of Part B.  This Part B of the SERP document
(together with the Preamble to the SERP document) contains all the provisions
and rules applicable to the following Participants:


(a)   Each Participant with an effective date for the commencement of
SERP participation that is prior to January 1, 2001, who did continue in
active employment with Northwest Airlines, Inc. on or after
January 1, 2001, and who did affirmatively agree in an Ancillary Agreement
signed after January 1, 2001 by the Participant and by the Principal
Sponsor to become covered under Part B, and


(b)   Each Participant with an effective date for the commencement of
SERP participation that is on or after January 1, 2001.


No portion of this Part B of the SERP document is applicable to any
Participant to whom Part A is applicable.


l.3.  Unfunded Obligation.  The obligation of the Principal Sponsor to
make payments under this SERP 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 SERP, the property therein shall remain the
sole and exclusive property of the Principal Sponsor. The Principal Sponsor
will pay the cost of this SERP out of its general assets.


SECTION 2


PLAN NAME


This employee benefit plan shall be referred to as the “Northwest
Airlines Supplemental Executive Retirement Plan” (the “SERP”) and this portion
of the SERP shall be referred to as Part B. This document, as
distinguished from the plan maintained pursuant to this document, shall be
referred to as the “Northwest Airlines Supplemental Executive Retirement Plan
(2001 Restatement)” (the “SERP document”) and this portion of the 2001
Restatement shall be referred to as the “Northwest Airlines Supplemental
Executive Retirement Plan (2001 Restatement)—Part B” (“Part B of the SERP
document”).


SECTION 3


PARTICIPANTS


3.1.  Participants.  The Participants in the SERP shall be those
individuals who have been expressly designated as Participants by the Principal
Sponsor in writing by the Chief Executive Officer of the Principal Sponsor. The
effective date for the commencement of SERP participation for each












such individual shall be the date specified in such writing. If the
designation is of the Chief Executive Officer, it shall be signed after
January 1, 2001 by the Participant and by the Principal Sponsor by the
Chairperson of the Compensation Committee of the Board of Directors or by the
Chairperson of the Board of Directors.


3.2.  Continuation of Status.  Any individual who has become a Participant
in the SERP shall continue as a Participant until all benefits which are due
under this SERP have been received without regard to whether he or she
continues as an officer or a participant in the Pension Plan or an active
employee.


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 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. Participants who were not
employed prior to January 1, 2001 do not have any benefit under the SERP
FAE formula calculation in (a) below and, therefore, shall have their
benefits calculated exclusively pursuant to (b) below.



 2
 








 


	
  (a) SERP FAE Formula Calculation. 

  	
   

  	
  (b) SERP CB Formula
  Calculation.

  
	
   

  	
   

  	
   

  
	
  (1)           As If FAE Benefit. Compute the benefit,
  if any, that would have been payable to the Participant as the Final Average
  Earnings Annuity (“FAE Formula Benefit”) specified in the Pension Plan (i.e.,
  Single Life Benefit commencing after 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

   

  (iii)          Assume that the Participant’s actual
  Benefit Service was increased by such amount or amounts of deemed years of
  Benefit Service, if any, as may be provided in the Participant’s Ancillary
  Agreement pursuant to Section 4.3, and

   

  (iv)          Compute the Participant’s Earnings
  and Final Average Earnings on the basis of thirty-six (36) months rather than
  sixty (60) months and without regard to whether those thirty- six (36) months
  are consecutive, and

   

  (v)           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

   

  (vi)          Spread bonuses other than bonuses
  paid under the Key Employee Annual Cash Incentive Program (e.g., “sign on
  bonuses” and “project bonuses”) evenly over the twelve (12) months in the
  calendar year in which such bonuses are paid when determining Earnings and
  Final Average Earnings. 

  	
   

  	
  (1)           As
  If CB Benefit. Compute the Cash Balance Account, if any, that
  would have been accumulated for the Participant under the 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)          Give effect to the agreements, if
  any, in the Participant’s Ancillary Agreement pursuant to Section 4.3 insofar
  as they pertain to the determination of the Participant’s initial account
  balance, bonus factor, applicable pay credit percentage and pay credits, and

   

  (iv)          Include in 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.

  



 



 3
 








 


	
  (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 Pension Plan for converting a
  FAE Formula Benefit to a single lump sum except that as to the portion of the
  benefit determined in (1) above that is not provided under the Pension Plan
  and the Excess Plan the early commencement reduction factor shall be five
  percent (5%) per year ( 5¤12% per month) to age fifty-five
  (55) years and the Pension Plan’s early commencement factors at earlier ages.
  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 Pension Plan and
  from the Excess Plan under the rules of the 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 Pension Plan and
  from the Excess Plan under the rules of the 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 Pension Plan and the Excess Plan. 

  	
   

  	
  (4)           CB
  Formula Benefit Offset. Determine the total of the Participant’s
  Cash Balance Accounts in the Pension Plan and the Excess 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 SERP (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 SERP (unless the amount determined in
  Section 4.1.1(a)(5) is greater).

  



 


(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. Pre-2001 deemed
service granted under the SERP or under any Ancillary Agreement pursuant to
Section 4.3 was taken into account in determining the initial account balance.


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 (but not more than one hundred fifty days) after
Termination of Employment, to the Participant in a single lump sum payment.


4.2.  Benefit for SERP 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 SERP 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 SERP
beneficiary in a single lump sum payment.



 4
 








4.3.  Ancillary Agreements.  A Participant and the Chief Executive Officer
of the Principal Sponsor shall enter into a written Ancillary Agreement which
shall evidence the Participant’s entitlement to benefits under the SERP and may
specify additional terms and conditions upon which the Participant’s benefits
shall be determined. With respect to any such Participant, the provisions of
such written Ancillary Agreement shall be given effect under this SERP as if
fully set forth herein. If the written Ancillary Agreement is with the Chief
Executive Officer, it shall be signed on behalf of the Principal Sponsor by the
Chairperson of the Compensation Committee of the Board of Directors or by the
Chairperson of the Board of Directors.


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 SERP through the purchase
of life insurance or other investments, the Participant agrees, as a condition
of participation in this SERP, 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 SERP (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 SERP.


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 SERP. 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 SERP by reason of the insolvency of the Principal Sponsor.


SECTION 6


GENERAL MATTERS


6.1.  Amendments.  This SERP may be amended by action of the
Principal Sponsor without the consent of any Participant in whole or in part,
from time to time and at any time; provided,
however, that no amendment of this SERP shall be effective as to a
Participant to the extent the amendment would have the effect of diminishing
the benefits payable to or with respect to the Participant under this SERP or
the procedural rights of the Participant under this SERP unless the Participant
has consented to such amendment in writing.


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


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 SERP shall not provide any benefits
determined with respect to any defined contribution plan.



 5
 








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 SERP
before its actual payment to such person. The Principal Sponsor shall not
recognize any such effort to convey any interest under this SERP. No benefit
payable under this SERP 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 SERP 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).


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 SERP
beneficiaries or alternative SERP 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 SERP 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 SERP beneficiary designations. Until
such rules are established, electronic signatures shall not be effective. The
designation of a Beneficiary under the Pension Plan shall not be effective to
designate a SERP beneficiary (and vice versa).


7.2.  Failure of Designation.  If a Participant:


(a)   fails to designate a SERP beneficiary,


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


(c)   designates one or more SERP beneficiaries and all such SERP
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 SERP 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



 6
 








Participant’s surviving brothers
and sisters

Representative of Participant’s estate.


7.3.  Disclaimers by SERP Beneficiaries.  A SERP 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 SERP 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 SERP 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 SERP 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
SERP beneficiary shall be considered not to have survived the Participant as to
the interest disclaimed. A disclaimer by a SERP 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 SERP beneficiary designation, when
used in a SERP 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


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



 7
 








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


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


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


(c)   If the Participant designates as a SERP 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 SERP 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 SERP 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 SERP 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 SERP 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 SERP beneficiary designation.


SECTION 8


CLAIMS PROCEDURE


8.1.  Initiating Benefits.  The Principal Sponsor, upon learning of the
Termination of Employment or death of a Participant shall on its own initiative
commence the procedures to make distribution. If two or more persons are
claiming the same benefit, the Principal Sponsor may withhold payment until the
identity of the person entitled to the payment is established. The Principal
Sponsor may require of the Participant or SERP beneficiary information that it
reasonably determines is required for it to perform its obligations hereunder.
At the earliest time that a Participant may be entitled to receive benefits
under this SERP, the Principal Sponsor shall notify the Participant of that
entitlement and of the procedures for paying benefits hereunder. Without regard
to the foregoing, a Participant may request payment of benefits under this
SERP. The Principal Sponsor shall, upon receipt of such request expeditiously
process the payment of benefits hereunder.


8.2.  Original Claim.  Any person may file with the Principal
Sponsor a written claim for benefits under the SERP. Within thirty
(30) 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 sixty days from the date the claim was filed) to reach a



 8
 








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 SERP
on which the denial is based;


(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.


8.3.  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 thirty
(30) 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 sixty days from the date the
request for review was filed) to reach a decision on the request for review.


8.4.  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 decisions 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). 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 SERP 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.


(h)   The procedures and remedies herein are not exclusive. However, a
claimant shall be required to exhaust these administrative remedies before
commencing litigation to recover benefits. If there is litigation regarding the
benefits payable to or with respect to a Participant, determinations by the
Principal Sponsor shall not be afforded any deference and the matter shall be
heard de novo.



 9
 








SECTION 9


CONSTRUCTION


9.1.  Defined Terms.  Words and phrases used in this SERP document
with initial capital letters, which are defined in the Pension Plan documents
and which are not separately defined in this SERP document shall have the same
meaning ascribed to them in the 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 SERP 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 SERP 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 SERP. The rules of section 3121(v) and section 3306(r)(2)
of the Code shall apply to this SERP.


9.4.  Effect on Other Plans.  This SERP shall not alter, enlarge or
diminish any person’s employment rights or obligations or rights or obligations
under the Pension Plan, the Excess Plan or any other plan. It is specifically
contemplated that the Pension Plan and Excess Plan could, from time to time, be
amended and possibly terminated. This SERP shall not preclude any such
amendments or terminations. Although the Principal Sponsor is generally free to
amend and terminate the Pension Plan and the Excess Plan, no amendment or
termination of the Pension Plan or the Excess Plan shall be effective as to a
Participant to the extent the amendment or termination would have the effect of
diminishing the benefits payable to or with respect to the Participant under
this SERP unless the Participant has affirmatively agreed in writing to such
amendment or termination.


9.5.  Disqualification.  Notwithstanding any other provision of this
SERP document or any election or designation made under the SERP, any
individual who feloniously and intentionally kills a Participant shall be
deemed for all purposes of this SERP and all elections and designations made
under this SERP 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 in the SERP
document in the singular may be read in the plural, or words used 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 SERP and not to any particular paragraph or
Section of this SERP document unless the context clearly indicates to the
contrary. The titles given to the various Sections of this SERP document are
inserted for convenience of reference only and are not part of this SERP
document, and they shall not be considered in determining the purpose, meaning
or intent of any provision hereof. Notwithstanding any thing apparently to the
contrary contained in this SERP document, the SERP document shall be construed
and administered to prevent the duplication of benefits provided under this
SERP and any other qualified or nonqualified plan maintained in whole or in
part by the Principal Sponsor.


9.7.  References to Laws.  Any reference in this SERP document 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 SERP document nor
the benefits hereunder nor the continuance thereof shall be a term of the
employment of any employee. The terms



 10
 








of this SERP document shall not give any employee the right to be
retained in the employment of any Employer.


9.9.  Choice of Law.  This SERP document has been executed and
delivered in the State of Minnesota 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.



 11
 








Ancillary
Agreement

under


NORTHWEST
AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)


THIS AGREEMENT, Made and entered into by and between Northwest
Airlines, Inc., a Minnesota corporation, (the “Employer”) and Richard H.
Anderson (the “Participant”).


WHEREAS, Employer has established a nonqualified plan of
deferred compensation for the benefit of a group of management employees
currently set forth in a document entitled “Northwest Airlines Supplemental
Executive Retirement Plan (2001 Restatement)” (hereinafter the “2001 SERP
Restatement”); and


WHEREAS, The Plan maintained pursuant to the 2001 SERP
Restatement (sometimes referred to as the “SERP”) contemplates that certain
terms and provisions may be varied pursuant to a separate written agreement by
and between Employer and Participant known as an “Ancillary Agreement”; and


WHEREAS, The Employer and the Participant agree that upon
executing this Ancillary Agreement, Participant’s SERP benefit will be computed
under and governed solely by Part B of the 2001 SERP Restatement and not
Part A of the 2001 SERP Restatement.


NOW THEREFORE, IT IS HEREBY AGREED, By and between Employer and Participant as
follows:


1)                                      DATE OF PARTICIPATION. Participant’s effective date for the
commencement of SERP participation is March 24, 1994.


2)                                      PRIOR SERP AGREEMENT. Under a prior Ancillary Agreement, Participant’s
actual Benefit Service was increased by two additional deemed years of Benefit
Service for each actual year of employment completed by Participant after
March 23, 1994, (not to exceed ten years) as follows:




	
  With Respect To The Participant’s

  Employment During The Following

  Periods:

  	
   

  	
  Additional Deemed

  Benefit Service

  Already Earned

  	
   

  
	
  March 24, 1994
  to March 23, 1995

  	
   

  	
  2

  	
   

  
	
  March 24, 1995
  to March 23, 1996

  	
   

  	
  2

  	
   

  
	
  March 24, 1996
  to March 23, 1997

  	
   

  	
  2

  	
   

  
	
  March 24, 1997
  to March 23, 1998

  	
   

  	
  2

  	
   

  
	
  March 24, 1998
  to March 23, 1999

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Already
  Earned

  	
   

  	
  10

  	
   

  






 


3)                                      NEW SERP AGREEMENT. Pursuant to Section 2.6 of the Management
Compensation Agreement dated as of June 28, 2001 between the Employer and
the Participant (the “Compensation Agreement”) in addition to the deemed Benefit
Service awarded under paragraph 2 above, Participant’s actual Benefit
Service shall be increased by one additional deemed year of Benefit



 12
 








Service for each actual year of
employment completed by the Participant after April 1, 2001, (not to
exceed five additional deemed years of Benefit Service) as follows:




	
  With Respect To The Participant’s

  Employment During The Following

  Periods:

  	
   

  	
  Additional Deemed

  Benefit Service

  Which May Be

  Earned

  	
   

  
	
  April 1, 2001 to
  March 31, 2002

  	
   

  	
  1

  	
   

  
	
  April 1, 2002 to
  March 31, 2003

  	
   

  	
  1

  	
   

  
	
  April 1, 2003 to
  March 31, 2004

  	
   

  	
  1

  	
   

  
	
  April 1, 2004 to
  March 31, 2005

  	
   

  	
  1

  	
   

  
	
  April 1, 2005 to March
  31, 2006

  	
   

  	
  1

  	
   

  






 


Pursuant to Section 5.2(b)(ii) of the Compensation Agreement,
in the event the Participant’s employment is terminated by the Employer other
than for Cause (as defined in the Compensation Agreement), as a result of death
or Disability (as defined in the Compensation Agreement), or by the Participant
for Good Reason (as defined in the Compensation Agreement), Participant’s
actual Benefit Service as of the effective date of such termination of
employment shall be increased in an amount equal to the excess, if any, of
(i) five over (ii) the number of additional years of Benefit Service
that the Participant has accrued as of such termination date pursuant to this
paragraph 3.


4)                                      SPECIAL ARRANGEMENTS. For the purpose of computing Participant’s
benefits under Part B of the 2001 SERP, the following special rules shall
apply.


a)             FAE Formula.
For the purposes of computing Participant’s Final Average Earnings Annuity
pursuant to Section 4.1.1(a)(1)(iii) of the 2001 SERP Restatement,
Participant’s actual Benefit Service shall be increased by the deemed years of
Benefit Service earned under paragraphs 2 and 3 above.


b)            CB Initial Account.
Participant’s initial account balance for purposes of
Section 4.1.1(b)(1)(iii) of Part B of the 2001 SERP has been
computed on a basis consistent with the Pension Plan formula for computing
initial account balances and, where appropriate, takes into account all years
of Participant’s deemed service attributable to periods before January 1,
2001.


c)             CB Increased Pay Credit
Percentage. For the purpose of determining Participant’s applicable
pay credit percentage pursuant to Section 4.1.1(b)(1)(iii) of the
2001 SERP Restatement the Participant shall receive (during the period from
April 1, 2001 through March 31, 2006) two times the pay credit that
the Participant would otherwise be entitled to receive (i.e., the “actual” plus
one “deemed”). Therefore, the Participant’s applicable pay credit percentage
during the following periods shall be as follows:




	
  With respect to Participant’s Earnings

  attributable to the following periods:

  	
   

  	
  Participant’s

  applicable pay credit

  percentage shall be:

  	
   

  
	
  April 1, 2001 to
  March 31, 2002

  	
   

  	
  24

  	
  %

  
	
  April 1, 2002 to
  September 30, 2002

  	
   

  	
  24

  	
  %

  
	
  October 1, 2002
  to March 31, 2003

  	
   

  	
  30

  	
  %

  
	
  April 1, 2003 to
  March 31, 2004

  	
   

  	
  30

  	
  %

  
	
  April 1, 2004 to
  March 31, 2005

  	
   

  	
  30

  	
  %

  
	
  April 1, 2005 to
  February 28, 2006

  	
   

  	
  30

  	
  %

  
	
  March 1, 2006 to March
  31, 2006

  	
   

  	
  36

  	
  %

  






 


d)            CB Generally Applicable
Pay Credit Percentage. For the purpose of determining Participant’s
applicable pay credit percentage pursuant to
Section 4.1.1(b)(1)(iii) of the 2001 SERP Restatement during the
period from January 1, 2001 through March 31, 2001 and periods
subsequent to March 31, 2006, Participant’s applicable pay credit
percentage shall be



 13
 








determined under the generally
applicable rules of the Pension Plan; provided, however, that in applying those
rules, Participant’s actual Benefit Service shall be increased by all
additional earned deemed years of Benefit Service.


5)                                      CONSENT TO AMENDMENT. Pursuant to the provisions of Section 6.1
of the “Northwest Airlines, Inc. Supplemental Executive Retirement Plan
(1995 Statement),” Participant consents to the amendments of that document that
are embodied in the restatement of that document previously adopted by
Northwest Airlines, Inc. known as the “Northwest Airlines Supplemental
Executive Retirement Plan (2001 SERP Restatement).” Participant acknowledges
prior receipt of a copy of that document. Participant acknowledges that the
benefits payable to or with respect to Participant under the SERP shall be
governed exclusively by Part B of the 2001 SERP Restatement.


6)                                      INTEGRATION. This agreement is intended to be and is an Ancillary Agreement as that
term is used in the SERP. Insofar as this Ancillary Agreement relates to
Participant’s entitlement under the SERP, this Ancillary Agreement represents
the entire agreement of Participant and Employer and supercedes all prior
agreements and understandings, written or otherwise. In no event shall this
Ancillary Agreement and any other agreement be construed or interpreted to
provide duplicate benefits.


IN WITNESS WHEREOF, Employer and Participant have
executed this Ancillary Agreement as of October 25, 2001.


 


	
  NORTHWEST AIRLINES, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Gary L. Wilson

  Chairman of the Board

  	
  Richard H. Anderson

  
				



 



 14














Ancillary
Agreement

under


NORTHWEST
AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)


THIS AGREEMENT, Made and entered into by and between Northwest
Airlines, Inc., a Minnesota corporation, (the “Employer”) and Douglas M.
Steenland (the “Participant”).


WHEREAS, Employer has established a nonqualified plan of
deferred compensation for the benefit of a group of management employees
currently set forth in a document entitled “Northwest Airlines Supplemental
Executive Retirement Plan (2001 Restatement)” (hereinafter the “2001 SERP
Restatement”); and


WHEREAS, The Plan maintained pursuant to the 2001 SERP
Restatement (sometimes referred to as the “SERP”) contemplates that certain
terms and provisions may be varied pursuant to a separate written agreement by
and between Employer and Participant known as an “Ancillary Agreement”; and


WHEREAS, The Employer and the Participant agree that upon
executing this Ancillary Agreement, Participant’s SERP benefit will be computed
under and governed solely by Part B of the 2001 SERP Restatement and not
Part A of the 2001 SERP Restatement.


NOW THEREFORE, IT IS HEREBY AGREED, By and between Employer and Participant as
follows:


7)                                      DATE OF PARTICIPATION. Participant’s effective date for the
commencement of SERP participation is March 24, 1994.


8)                                      PRIOR SERP AGREEMENT. Under a prior Ancillary Agreement, Participant’s
actual Benefit Service was increased by two additional deemed years of Benefit
Service for each actual year of employment completed by Participant after March 23,
1994, (not to exceed ten years) as follows:




	
  With Respect To The Participant’s

  Employment During The Following

  Periods:

  	
   

  	
  Additional Deemed

  Benefit Service

  Already Earned

  	
   

  
	
  March 24, 1994 to March
  23, 1995

  	
   

  	
  2

  	
   

  
	
  March 24, 1995 to March
  23, 1996

  	
   

  	
  2

  	
   

  
	
  March 24, 1996 to March
  23, 1997

  	
   

  	
  2

  	
   

  
	
  March 24, 1997 to March
  23, 1998

  	
   

  	
  2

  	
   

  
	
  March 24, 1998 to March
  23, 1999

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Already Earned

  	
   

  	
  10

  	
   

  






 


9)                                      NEW SERP AGREEMENT. Pursuant to Section 2.6 of the Management
Compensation Agreement dated as of June 28, 2001 between the Employer and
the Participant (the “Compensation Agreement”) in addition to the deemed
Benefit Service awarded under paragraph 2 above, Participant’s actual
Benefit Service shall be increased by one additional deemed year of Benefit
Service for each actual year of employment completed by the Participant after
April 1, 2001, (not to exceed five additional deemed years of Benefit
Service) as follows:




	
  With Respect To The Participant’s

  Employment During The Following

  Periods:

  	
   

  	
  Additional Deemed

  Benefit Service

  Which May Be

  Earned

  	
   

  
	
  April 1, 2001 to March
  31, 2002

  	
   

  	
  1

  	
   

  
	
  April 1, 2002 to March
  31, 2003

  	
   

  	
  1

  	
   

  
	
  April 1, 2003 to March
  31, 2004

  	
   

  	
  1

  	
   

  
	
  April 1, 2004 to March
  31, 2005

  	
   

  	
  1

  	
   

  
	
  April 1, 2005 to March 31, 2006

  	
   

  	
  1

  	
   

  






 



 15
 








Pursuant to Section 5.2(b)(ii) of the
Compensation Agreement, in the event the Participant’s employment is terminated
by the Employer other than for Cause (as defined in the Compensation
Agreement), as a result of death or Disability (as defined in the Compensation
Agreement), or by the Participant for Good Reason (as defined in the
Compensation Agreement), Participant’s actual Benefit Service as of the
effective date of such termination of employment shall be increased in an
amount equal to the excess, if any, of (i) five over (ii) the number
of additional years of Benefit Service that the Participant has accrued as of
such termination date pursuant to this paragraph 3.


10)                                SPECIAL ARRANGEMENTS. For the purpose of computing Participant’s
benefits under Part B of the 2001 SERP, the following special rules shall
apply.


a)             FAE Formula.
For the purposes of computing Participant’s Final Average Earnings Annuity
pursuant to Section 4.1.1(a)(1)(iii) of the 2001 SERP Restatement,
Participant’s actual Benefit Service shall be increased by the deemed years of
Benefit Service earned under paragraphs 2 and 3 above.


b)            CB Initial Account.
Participant’s initial account balance for purposes of
Section 4.1.1(b)(1)(iii) of Part B of the 2001 SERP has been
computed on a basis consistent with the Pension Plan formula for computing
initial account balances and, where appropriate, takes into account all years
of Participant’s deemed service attributable to periods before January 1,
2001.


c)             CB Increased Pay Credit
Percentage. For the purpose of determining Participant’s applicable
pay credit percentage pursuant to Section 4.1.1(b)(1)(iii) of the
2001 SERP Restatement the Participant shall receive (during the period from
April 1, 2001 through March 31, 2006) two times the pay credit that
the Participant would otherwise be entitled to receive (i.e., the “actual” plus
one “deemed”). Therefore, the Participant’s applicable pay credit percentage
during the following periods shall be as follows:




	
  With respect to Participant’s Earnings

  attributable to the following periods:

  	
   

  	
  Participant’s

  applicable pay credit

  percentage shall be:

  	
   

  
	
  April 1, 2001 to August
  31, 2001

  	
   

  	
  24

  	
  %

  
	
  September 1, 2001 to
  March 31, 2002

  	
   

  	
  30

  	
  %

  
	
  April 1, 2002 to March
  31, 2003

  	
   

  	
  30

  	
  %

  
	
  April 1, 2003 to March
  31, 2004

  	
   

  	
  30

  	
  %

  
	
  April 1, 2004 to
  February 28, 2005

  	
   

  	
  30

  	
  %

  
	
  March 1, 2005 to March
  31, 2005

  	
   

  	
  36

  	
  %

  
	
  April 1, 2005 to March 31, 2006

  	
   

  	
  36

  	
  %

  






 


d)            CB Generally Applicable
Pay Credit Percentage. For the purpose of determining Participant’s
applicable pay credit percentage pursuant to
Section 4.1.1(b)(1)(iii) of the 2001 SERP Restatement during the
period from January 1, 2001 through March 31, 2001 and periods
subsequent to March 31, 2006, Participant’s applicable pay credit
percentage shall be determined under the generally applicable rules of the
Pension Plan; provided, however, that in applying those rules, Participant’s
actual Benefit Service shall be increased by all additional earned deemed years
of Benefit Service.


11)                                CONSENT TO AMENDMENT. Pursuant to the provisions of Section 6.1
of the “Northwest Airlines, Inc. Supplemental Executive Retirement Plan
(1995 Statement),” Participant consents to the amendments of that document that
are embodied in the restatement of that document previously adopted by
Northwest Airlines, Inc. known as the “Northwest Airlines Supplemental
Executive Retirement Plan (2001 SERP Restatement).” Participant acknowledges
prior receipt of a copy of that document. Participant acknowledges that the
benefits payable to or with respect to



 16
 








Participant under the SERP shall
be governed exclusively by Part B of the 2001 SERP Restatement.


12)                                INTEGRATION. This agreement is intended to be and is an Ancillary Agreement as that
term is used in the SERP. Insofar as this Ancillary Agreement relates to
Participant’s entitlement under the SERP, this Ancillary Agreement represents
the entire agreement of Participant and Employer and supercedes all prior
agreements and understandings, written or otherwise. In no event shall this
Ancillary Agreement and any other agreement be construed or interpreted to
provide duplicate benefits.


IN WITNESS WHEREOF, Employer and Participant have
executed this Ancillary Agreement as of October 25, 2001.


	
  NORTHWEST AIRLINES, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Richard H. Anderson

  Chief Executive Officer

  	
  Douglas M. Steenland

  
				



 



 17
 








Ancillary
Agreement

under


NORTHWEST
AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)


THIS AGREEMENT, Made and entered into by and between Northwest
Airlines, Inc., a Minnesota corporation, (the “Employer”) and Mickey P.
Foret (the “Participant”).


WHEREAS, Employer has established a nonqualified plan of
deferred compensation for the benefit of a group of management employees
currently set forth in a document entitled “Northwest Airlines Supplemental
Executive Retirement Plan (2001 Restatement)” (hereinafter the “2001 SERP
Restatement”); and


WHEREAS, The Plan maintained pursuant to the 2001 SERP
Restatement (sometimes referred to as the “SERP”) contemplates that certain
terms and provisions may be varied pursuant to a separate written agreement by
and between Employer and Participant known as an “Ancillary Agreement”; and


WHEREAS, The Employer and the Participant agree that upon
executing this Ancillary Agreement, Participant’s SERP benefit will be computed
under and governed solely by Part B of the 2001 SERP Restatement and not
Part A of the 2001 SERP Restatement.


NOW THEREFORE, IT IS HEREBY AGREED, By and between Employer and Participant as
follows:


13)                                DATE OF PARTICIPATION. Participant’s effective date for the
commencement of SERP participation is May 11, 1998.


14)                                PRIOR SERP AGREEMENT. Employer and Participant agree that as of
April 1, 2001, Participant has 18 1¤2 years of
Benefit Service consisting of 6 1¤2 years of
Benefit Service under the Qualified and Excess Pension Plans and 12 years
of deemed Benefit Service under the SERP. Employer and Participant further
agree that on April 30, 2001, Employer will credit to Participant’s SERP
cash balance account an amount equal to $454,500.00.


15)                                NEW SERP AGREEMENT. Pursuant to Section 5 of the Letter
Agreement dated as of October 23, 2002 between the Employer and the
Participant (the “Letter Agreement”) in addition to the deemed Benefit Service
awarded under paragraph 2 above, Participant’s actual Benefit Service
shall be increased by two additional deemed years of Benefit Service for each
actual year of employment completed by the Participant commencing on
April 1, 2001, (not to exceed eight additional deemed years of Benefit
Service) as follows:




	
  With Respect To The Participant’s

  Employment During The Following

  Periods:

  	
   

  	
  Additional Deemed

  Benefit Service

  Which May Be

  Earned

  	
   

  
	
  April 1, 2001 to March
  31, 2002

  	
   

  	
  2

  	
   

  
	
  April 1, 2002 to March
  31, 2003

  	
   

  	
  2

  	
   

  
	
  April 1, 2003 to March
  31, 2004

  	
   

  	
  2

  	
   

  
	
  April 1, 2004 to March 31, 2005

  	
   

  	
  2

  	
   

  






 


16)                                SPECIAL ARRANGEMENTS. For the purpose of computing Participant’s
benefits under Part B of the 2001 SERP, the following special rules shall
apply.


a)             FAE Formula.
For the purposes of computing Participant’s Final Average Earnings Annuity
pursuant to Section 4.1.1(a)(1)(iii) of the 2001 SERP Restatement,
Participant’s actual Benefit Service shall be increased by the deemed years of
Benefit Service earned under paragraphs 2 and 3 above.



 18
 








b)            CB Initial Account.
Participant’s initial account balance for purposes of
Section 4.1.1(b)(1)(iii) of Part B of the 2001 SERP has been
computed on a basis consistent with the Pension Plan formula for computing
initial account balances and, where appropriate, takes into account all years
of Participant’s deemed service attributable to periods before January 1,
2001.


c)             CB Increased Pay Credit
Percentage. For the purpose of determining Participant’s applicable
pay credit percentage pursuant to Section 4.1.1(b)(1)(iii) of the
2001 SERP Restatement the Participant shall receive (during the period from
April 1, 2001 through March 31, 2005) three times the pay credit that
the Participant would otherwise be entitled to receive (i.e., the “actual” plus
two “deemed”). Therefore, the Participant’s applicable pay credit percentage
during the following periods shall be as follows:




	
  With respect to Participant’s Earnings

  attributable to the following periods:

  	
   

  	
  Participant’s

  applicable pay credit

  percentage shall be:

  	
   

  
	
  April 1, 2001 to March
  31, 2002

  	
   

  	
  45

  	
  %

  
	
  April 1, 2002 to
  February 28, 2003

  	
   

  	
  45

  	
  %

  
	
  March 1, 2003 to March
  31, 2003

  	
   

  	
  54

  	
  %

  
	
  April 1, 2003 to March
  31, 2004

  	
   

  	
  54

  	
  %

  
	
  April 1, 2004 to March 31, 2005

  	
   

  	
  54

  	
  %

  






 


d)            CB Generally Applicable
Pay Credit Percentage. For the purpose of determining Participant’s
applicable pay credit percentage pursuant to
Section 4.1.1(b)(1)(iii) of the 2001 SERP Restatement during periods
subsequent to March 31, 2005, Participant’s applicable pay credit
percentage shall be determined under the generally applicable rules of the
Pension Plan; provided, however, that in applying those rules, Participant’s
actual Benefit Service shall be increased by all additional earned deemed years
of Benefit Service.


17)                                CONSENT TO AMENDMENT. Pursuant to the provisions of Section 6.1
of the “Northwest Airlines, Inc. Supplemental Executive Retirement Plan
(1995 Statement),” Participant consents to the amendments of that document that
are embodied in the restatement of that document previously adopted by
Northwest Airlines, Inc. known as the “Northwest Airlines Supplemental
Executive Retirement Plan (2001 SERP Restatement).” Participant acknowledges
prior receipt of a copy of that document. Participant acknowledges that the
benefits payable to or with respect to Participant under the SERP shall be
governed exclusively by Part B of the 2001 SERP Restatement.


18)                                INTEGRATION. This agreement is intended to be and is an Ancillary Agreement as that
term is used in the SERP. Insofar as this Ancillary Agreement relates to
Participant’s entitlement under the SERP, this Ancillary Agreement represents
the entire agreement of Participant and Employer and supercedes all prior
agreements and understandings, written or otherwise. In no event shall this
Ancillary Agreement and any other agreement be construed or interpreted to
provide duplicate benefits.


IN WITNESS WHEREOF, Employer and Participant have
executed this Ancillary Agreement as of October 25, 2001.


	
  NORTHWEST
  AIRLINES, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Richard H. Anderson,

  Chief Executive Officer

  	
  Mickey P. Foret

  
				



 



 19
 








Ancillary
Agreement

under


NORTHWEST
AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)


THIS AGREEMENT, Made and entered into by and between Northwest
Airlines, Inc., a Minnesota corporation, (the “Employer”) and J. Timothy
Griffin (the “Participant”).


WHEREAS, Employer has established a nonqualified plan of
deferred compensation for the benefit of a select group of management or highly
compensated employees currently set forth in a document entitled “Northwest
Airlines Supplemental Executive Retirement Plan (2001 Restatement)”
(hereinafter the “2001 SERP Restatement”); and


WHEREAS, The Plan maintained pursuant to the 2001 SERP Restatement
(sometimes referred to as the “SERP”) contemplates that certain terms and
provisions may be varied pursuant to a separate written agreement by and
between Employer and Participant known as an “Ancillary Agreement”; and


WHEREAS, The Employer and the Participant agree that upon
executing this Ancillary Agreement, Participant’s SERP benefit will be computed
under and governed solely by Part B of the 2001 SERP Restatement and not
Part A of the 2001 SERP Restatement.


NOW THEREFORE, IT IS HEREBY AGREED, By and between Employer and Participant as
follows:


19)                                DATE OF PARTICIPATION. Participant’s effective date for the
commencement of SERP participation is June 1, 2001.


20)                                SPECIAL ARRANGEMENTS. For the purpose of computing Participant’s
benefits under the SERP, the following special rules shall apply.


a)             FAE Formula.
For the purposes of computing Participant’s Final Average Earnings Annuity
pursuant to Section 4.1.1(a)(1)(iii) of the 2001 SERP Restatement,
Participant’s actual Benefit Service shall be increased annually by two
(2) additional deemed years of Benefit Service for each actual year of
employment completed by the Participant after the Participant’s effective date
for the commencement of SERP participation (not to exceed ten additional deemed
years over and above the actual Benefit Service).


b)            CB Increased Pay Credit
Percentage. For the purpose of determining Participant’s applicable
pay credit percentage pursuant to Section 4.1.1(b)(1)(iii) of the
2001 SERP Restatement the Participant shall receive (during the period from
June 1, 2001 through May 31, 2006) three times the pay credit that
the Participant would otherwise be entitled to receive (i.e., the “actual” plus
two “deemed”). Therefore, the Participant’s applicable pay credit percentage
during the following periods shall be as follows:




	
  With respect to Participant’s Earnings

  attributable to the following periods:

  	
   

  	
  Participant’s

  applicable pay credit

  percentage shall be:

  	
   

  
	
  June 1, 2001 to April
  30, 2002

  	
   

  	
  30

  	
  %

  
	
  May 1, 2002 to May 31,
  2002

  	
   

  	
  36

  	
  %

  
	
  June 1, 2002 to May 31,
  2003

  	
   

  	
  36

  	
  %

  
	
  June 1, 2003 to May 31,
  2004

  	
   

  	
  36

  	
  %

  
	
  June 1, 2004 to May 31,
  2005

  	
   

  	
  45

  	
  %

  
	
  June 1, 2005 to May 31, 2006

  	
   

  	
  45

  	
  %

  






 


c)             CB Generally Applicable
Pay Credit Percentage. For the purpose of determining Participant’s
applicable pay credit percentage pursuant to
Section 4.1.1(b)(1)(iii) of the 2001 SERP



 20
 








Restatement during periods
subsequent to May 31, 2006, Participant’s applicable pay credit percentage
shall be determined under the generally applicable rules of the Pension Plan;
provided, however, that in applying those rules, Participant’s actual Benefit
Service shall be increased by all additional deemed years of Benefit Service.


21)                                CONSENT TO AMENDMENT. Pursuant to the provisions of Section 6.1
of the “Northwest Airlines, Inc. Supplemental Executive Retirement Plan
(1995 Statement),” Participant consents to the amendments of that document that
are embodied in the restatement of that document previously adopted by
Northwest Airlines, Inc. known as the “Northwest Airlines Supplemental
Executive Retirement Plan (2001 SERP Restatement).” Participant acknowledges
prior receipt of a copy of that document. Participant acknowledges that the
benefits payable to or with respect to Participant under the SERP shall be
governed exclusively by Part B of the 2001 SERP Restatement.


22)           INTEGRATION.
This agreement is intended to be and is an Ancillary Agreement as that term is
used in the SERP. Insofar as this Ancillary Agreement relates to Participant’s
entitlement under the SERP, this Ancillary Agreement represents the entire
agreement of Participant and Employer and supercedes all prior agreements and
understandings, written or otherwise. In no event shall this Ancillary
Agreement and any other agreement be construed or interpreted to provide
duplicate benefits.


IN WITNESS WHEREOF, Employer and Participant have
executed this Ancillary Agreement as of October 25, 2001.


	
  NORTHWEST AIRLINES, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Richard H. Anderson,

  Chief Executive Officer

  	
  J. Timothy Griffin

  
				



 



 21
 








Ancillary
Agreement

under


NORTHWEST
AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)


THIS AGREEMENT, Made and entered into by and between Northwest
Airlines, Inc., a Minnesota corporation, (the “Employer”) and Philip C.
Haan (the “Participant”).


WHEREAS, Employer has established a nonqualified plan of
deferred compensation for the benefit of a select group of management or highly
compensated employees currently set forth in a document entitled “Northwest Airlines
Supplemental Executive Retirement Plan (2001 Restatement)” (hereinafter the “2001
SERP Restatement”); and


WHEREAS, The Plan maintained pursuant to the 2001 SERP
Restatement (sometimes referred to as the “SERP”) contemplates that certain
terms and provisions may be varied pursuant to a separate written agreement by
and between Employer and Participant known as an “Ancillary Agreement”; and


WHEREAS, The Employer and the Participant agree that upon
executing this Ancillary Agreement, Participant’s SERP benefit will be computed
under and governed solely by Part B of the 2001 SERP Restatement and not
Part A of the 2001 SERP Restatement.


NOW THEREFORE, IT IS HEREBY AGREED, By and between Employer and Participant as
follows:


23)                                DATE OF PARTICIPATION. Participant’s effective date for the
commencement of SERP participation is June 1, 2001.


24)                                SPECIAL ARRANGEMENTS. For the purpose of computing Participant’s
benefits under the SERP, the following special rules shall apply.


a)             FAE Formula.
For the purposes of computing Participant’s Final Average Earnings Annuity
pursuant to Section 4.1.1(a)(1)(iii) of the 2001 SERP Restatement,
Participant’s actual Benefit Service shall be increased annually by two
(2) additional deemed years of Benefit Service for each actual year of
employment completed by the Participant after the Participant’s effective date
for the commencement of SERP participation (not to exceed ten additional deemed
years over and above the actual Benefit Service).


b)            CB Increased Pay Credit
Percentage. For the purpose of determining Participant’s applicable
pay credit percentage pursuant to Section 4.1.1(b)(1)(iii) of the
2001 SERP Restatement the Participant shall receive (during the period from
June 1, 2001 through May 31, 2006) three times the pay credit that
the Participant would otherwise be entitled to receive (i.e., the “actual” plus
two “deemed”). Therefore, the Participant’s applicable pay credit percentage
during the following periods shall be as follows:




	
  With respect to Participant’s Earnings

  attributable to the following periods:

  	
   

  	
  Participant’s

  applicable pay credit

  percentage shall be:

  	
   

  
	
  June 1, 2001 to May 31,
  2002

  	
   

  	
  30

  	
  %

  
	
  June 1, 2002 to October
  31, 2002

  	
   

  	
  30

  	
  %

  
	
  November 1, 2002 to May
  31, 2003

  	
   

  	
  36

  	
  %

  
	
  June 1, 2003 to May 31,
  2004

  	
   

  	
  36

  	
  %

  
	
  June 1, 2004 to April
  30, 2005

  	
   

  	
  36

  	
  %

  
	
  May 1, 2005 to May 31,
  2005

  	
   

  	
  45

  	
  %

  
	
  June 1, 2005 to May 31, 2006

  	
   

  	
  45

  	
  %

  






 



 22
 








c)             CB Generally Applicable
Pay Credit Percentage. For the purpose of determining Participant’s
applicable pay credit percentage pursuant to
Section 4.1.1(b)(1)(iii) of the 2001 SERP Restatement during periods
subsequent to May 31, 2006, Participant’s applicable pay credit percentage
shall be determined under the generally applicable rules of the Pension Plan;
provided, however, that in applying those rules, Participant’s actual Benefit
Service shall be increased by all additional deemed years of Benefit Service.


25)                                CONSENT TO AMENDMENT. Pursuant to the provisions of Section 6.1
of the “Northwest Airlines, Inc. Supplemental Executive Retirement Plan
(1995 Statement),” Participant consents to the amendments of that document that
are embodied in the restatement of that document previously adopted by
Northwest Airlines, Inc. known as the “Northwest Airlines Supplemental
Executive Retirement Plan (2001 SERP Restatement).” Participant acknowledges
prior receipt of a copy of that document. Participant acknowledges that the
benefits payable to or with respect to Participant under the SERP shall be
governed exclusively by Part B of the 2001 SERP Restatement.


26)                                INTEGRATION. This agreement is intended to be and is an Ancillary Agreement as that
term is used in the SERP. Insofar as this Ancillary Agreement relates to
Participant’s entitlement under the SERP, this Ancillary Agreement represents
the entire agreement of Participant and Employer and supercedes all prior
agreements and understandings, written or otherwise. In no event shall this
Ancillary Agreement and any other agreement be construed or interpreted to
provide duplicate benefits.


IN WITNESS WHEREOF, Employer and Participant have
executed this Ancillary Agreement as of October 25, 2001.


	
  NORTHWEST AIRLINES, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Richard H. Anderson,

  Chief Executive Officer

  	
  Philip C. Haan

  
				



 



 23