<PAGE>
                   MANAGEMENT COMPENSATION AGREEMENT

                               between

                        NORTHWEST AIRLINES, INC.

                                 and

                         CHRISTOPHER E. CLOUSER

                             dated as of


                           September 1, 1996

<PAGE>
                     MANAGEMENT COMPENSATION AGREEMENT

            MANAGEMENT COMPENSATION AGREEMENT made as of the 1st day of 
September, 1996 between Northwest Airlines, Inc., a Delaware corporation (the 
"Company") and Christopher E. Clouser (the "Executive").

                                    PREAMBLE

            The Company and Executive previously entered into a Management 
Compensation Agreement dated as of December 1, 1994 (the "Prior Agreement"). 
As of the date hereof, the Company and Executive have agreed to replace the 
Prior Agreement with this Agreement, which shall supersede the Prior 
Agreement in all respects.

            In consideration of the foregoing and of the respective covenants 
and agreements herein contained, the Company and Executive have agreed as 
follows:

1.      TERMS OF EMPLOYMENT.

            1.1   EMPLOYMENT. The Company agrees to continue to employ 
Executive, and Executive agrees to continue to serve the Company, on the 
terms and conditions set forth herein.

            1.2   POSITION AND DUTIES.  Executive shall continue to have his 
powers and duties as on the Effective Date and shall have such other powers 
and duties as may from time to time be prescribed by the Board, provided that 
such powers and duties are consistent with or represent a promotion from 
Executive's duties as of the Effective Date, unless otherwise consented to in 
writing by Executive; provided, however, as long as Executive retains a 
substantial portion of his then current oversight responsibility, the Board 
shall be permitted to transfer a portion of Executive's oversight 
responsibility without the consent of Executive. Executive shall devote 
substantially all his working time and efforts to the business and affairs of 
the Company and its subsidiaries.

2.      COMPENSATION.

            2.1   BASE SALARY.   Executive's Base Salary shall be his annual 
base salary in effect on the Effective Date, as increased thereafter by the 
Company. Executive's Base Salary in effect from time to time may only be 
reduced in connection with a Company-wide base wage reduction, by an amount 
not to exceed 20% of Base Salary in effect on the date of such Company-wide 
wage reduction. For purposes of calculating any other payments or benefits 
hereunder (except as specified in Section 2.4) any reductions in Base Salary 
shall be disregarded. Executive's Base Salary shall be payable in accordance 
with the Company's normal payroll policies.

<PAGE>
                                                                          2

            2.2   BONUS.   Executive shall be entitled to participate in the 
Company's Key Employee Cash Incentive Bonus Program, and any successor annual 
bonus plan, the terms and conditions of which shall be established by the 
Board in its sole discretion from time to time.

            2.3   EXPENSES.   During the term of Executive's employment 
hereunder, Executive shall be entitled to receive prompt reimbursement for 
all reasonable expenses incurred in performing services hereunder, provided 
that Executive properly accounts therefor in accordance with written Company 
policy.

            2.4   COMPENSATION AND BENEFIT PROGRAMS OF THE COMPANY.   Except 
as set forth below, Executive shall continue while employed hereunder to 
participate in the Company's employee compensation and benefit programs (or 
any successor programs) at levels in effect on the Effective Date. Exceptions 
to the preceding sentence are:

            (a)   Amounts payable to Executive under the Company's benefit 
     programs may be reduced to reflect a Company-wide benefit reduction, in the
     same manner that Company employees are generally affected by such 
     reduction.

            (b)   Executive shall not participate in any severance pay plan 
     or annual bonus plan maintained by the Company except to the extent 
     necessary to receive any severance or bonus payments specifically provided 
     for hereunder.

            2.5   MEDICAL BENEFITS.   While employed hereunder, Executive 
shall be reimbursed by the Company for all out of pocket medical expenses 
incurred by him and not otherwise paid or provided for under any medical plan 
maintained for the benefit of Executive.

            2.6   SERP.   Executive shall be a participant in the Company's 
Supplemental Executive Retirement Program (the "SERP"), a copy of which is 
attached hereto, and shall be entitled to receive the benefits provided for 
therein.

            (a)   As provided for in Section 4.1.1(a)(iii) of the SERP, the 
grant to Executive of two additional years of Benefit Service for each actual 
year of employment completed shall be with respect to Executive's employment 
commencing on and after March 24, 1994.

            (b)   A pre-retirement death benefit shall be payable, in the 
event of Executive's death while employed hereunder, to the individual who 
was Executive's spouse on the date of death. Such benefit shall be in an 
amount equal to 50% of the Executive's Base Salary at the time of his death 
and such amount shall be payable annually for a maximum of ten years or, if 
earlier, until Executive would have attained age 65; provided, however, that 
the amounts payable hereunder shall be reduced by

<PAGE>
                                                                          3

all pre-retirement death benefits payable to Executive's spouse under the 
Company's qualified pension plan or a supplemental executive retirement plan.

3.      OTHER BENEFITS.

            3.1   AIRLINE PASS.   Executive is entitled to receive a lifetime 
airline pass for the personal use of such Executive and his spouse and 
children so long as spouses and children of employees generally are eligible 
for nonrevenue travel pursuant to the Company's pass policies (hereinafter, 
"Eligible Individuals"). Such airline pass (the "Airline Pass") shall entitle 
Executive and Eligible Individuals to travel on regularly scheduled Northwest 
domestic and international flights, subject to charges then applicable to 
senior executives of the Company and their dependents, with boarding priority 
of (i) F-1 or the equivalent thereof for ten years from and after the date 
such pass is issued, (ii) Y-1/F-2 or the equivalent thereof for the next 
succeeding ten years and (iii) 2-R or the equivalent thereof after the 
aggregate twenty-year period described in clauses (i) and (ii) above. Each 
Executive shall be responsible for any personal income tax liability arising 
from such pass travel. The Airline Pass shall be issued to Executive upon 
Executive's termination of employment with the Company; provided, however, 
that all benefits under this Section 3.1 shall immediately and permanently 
cease in the event Executive is or becomes, at any time thereafter, an 
employee of any of the top five airlines in the United States (other than the 
Company) ranked by revenue passenger miles (the "Top Five Airlines").

            3.2   OTHER MEDICAL BENEFITS.   In the event Executive remains an 
employee of the Company from the date of this Agreement to September 1, 1998, 
Executive and his covered dependents (only as long as they shall remain 
dependents) shall be entitled to medical coverage for the life of Executive 
and his spouse; provided, however, if and only for so long as Executive is 
employed by another employer, medical coverage hereunder will become 
secondary to any coverage provided by the employer.

4.      TERMINATION OF EMPLOYMENT.

           4.1   UPON DEATH.   Executive's employment hereunder shall 
terminate upon his death.

           4.2   BY THE COMPANY.   The Company may terminate Executive's 
employment hereunder at any time with or without Cause.

           4.3   BY THE EXECUTIVE.   Executive may terminate his employment 
hereunder at any time for any reason.

           4.4   NOTICE OF TERMINATION, PAYMENTS.   Any termination of 
Executive's employment hereunder (other than by death) shall be communicated 
by 30 days advance written Notice of Termination

<PAGE>
                                                                          4

by the terminating party to the other party to this Agreement; provided that 
no advance Notice of Termination of Executive for Cause by the Company is 
required. Unless otherwise provided in Section 5, any amounts owed by the 
Company to Executive pursuant to Section 5 shall be paid on the Date of 
Termination.

5.      PAYMENTS IN THE EVENT OF TERMINATION OF EMPLOYMENT.

            5.1   PAYMENTS IN THE EVENT OF TERMINATION BY THE COMPANY FOR 
CAUSE OR VOLUNTARY TERMINATION BY EXECUTIVE.   Except as provided in Section 
5.3, if Executive's employment hereunder is terminated by the Company for 
Cause or by Executive other than for Good Reason, the Company shall pay 
Executive (a) his accrued and unpaid Base Salary through the Date of 
Termination and (b) any payments or other rights or benefits Executive may be 
otherwise entitled to receive pursuant to the terms of (i) any retirement, 
pension or other employee benefit or compensation plan maintained by the 
Company at the time or times provided therein or (ii) Sections 2.6 and 3 
hereof.

            5.2   PAYMENTS IN THE EVENT OF ANY OTHER TERMINATION OF 
EMPLOYMENT.   Except as provided in Section 5.3, if Executive's employment 
hereunder is terminated by the Company other than for Cause, as a result of 
death or Disability or by Executive for Good Reason:

            (a)   The Company shall pay Executive (i) his accrued and unpaid 
        Base Salary through the Date of Termination, (ii) any bonus under the 
        Key Employee Cash Incentive Bonus Program, or any successor annual 
        bonus plan, (the "Incentive Bonus") for any calendar year ended before 
        the Date of Termination, (iii) a pro rata share (based on days employed 
        during the applicable year) of the Incentive Bonus Executive would 
        otherwise have received with respect to the year in which the Date of 
        Termination occurs, payable at the time the Incentive Bonus would 
        otherwise be payable to Executive; provided, however, that 100% of the 
        Incentive Bonus shall be determined solely with reference to the 
        financial performance of the Company for the year (based on the goals 
        previously established with respect thereto) (rather than a portion of 
        the Incentive Bonus determined on the basis of individual performance); 
        provided, further, in the event that Company's performance exceeds 100% 
        of the financial performance target for the year, that portion of the 
        Incentive Bonus that would have, but for this Section 5.2(a), related 
        to the achievement of the individual performance target shall be 100% 
        and (iv) any payments or other rights or benefits Executive may be 
        otherwise entitled to receive pursuant to the terms of (x) any 
        retirement, pension or other employee benefit or compensation plan 
        maintained by the Company at the time or times provided therein or (y) 
        Sections 2.6 and 3 hereof.

<PAGE>
                                                                          5

            (b)   In addition to the compensation and benefits described in 
Section 5.2(a):

                  (i)   The Company shall pay Executive a lump sum amount equal 
        to two times the sum of (i) Executive's Base Salary and (ii) the target 
        Incentive Bonus for Executive with respect to the year in which the 
        Date of Termination occurs (or if no target has been set for that year, 
        the target Incentive Bonus for the immediately preceding year).

                 (ii)   Executive's pension shall vest with respect to his 
        years of employment with the Company and any subsidiary of the Company. 
        In addition, irrespective of Executive's actual full years of 
        employment from March 25, 1994 through his termination under this 
        Section 5.2, Executive shall be granted service credit as if he were an 
        employee of Company for the number of full years necessary to achieve 
        the maximum additional accruals under Section 2.6(a) herein and Section 
        4.1.1(a)(iii) of the SERP: provided, however, that any SERP benefit 
        shall continue to be subject to Section 7 of the SERP. Any such vested 
        pension benefits which cannot be paid under the Company's qualified 
        pension plan shall be paid directly by the Company.

                (iii)   Executive and his covered dependents (only so long as 
        they shall remain dependents) shall be entitled to medical coverage for 
        the life of Executive and his spouse; provided, however, if Executive 
        is employed by another employer, medical coverage hereunder will become 
        secondary to any coverage provided by the new employer. With regard to 
        group life insurance and group disability insurance, until the earlier 
        of the second anniversary of Executive's Date of Termination or the 
        date Executive is employed by a new employer, Executive, his 
        dependents, beneficiaries and estate shall be entitled to all benefits 
        under such group life insurance and group disability insurance as if 
        Executive were still employed by the Company hereunder during such 
        period. If any such benefits cannot be provided to Executive for any 
        reason, the Company shall pay to Executive, or pay Executive the cost 
        of obtaining, such benefits.

            (c)   Executive shall not be required to mitigate the amount of 
any payment provided for in this Section 5.2 by seeking other employment or 
otherwise, and no such payment shall be offset or reduced as a result of 
Executive obtaining new employment.

            (d)   Notwithstanding anything else to the contrary in this 
Agreement, the Company's obligation to make the payments provided for in 
Sections 5.2(a)(iii) and 5.2(b)(i),

<PAGE>
                                                                          6

(ii) and (iii) is expressly conditioned upon the execution and delivery of a 
release in the form attached hereto as Appendix A.

            5.3  PAYMENTS FOR CERTAIN TERMINATIONS OF EMPLOYMENT AFTER A 
CHANGE IN CONTROL.  If Executive elects to terminate his employment for any 
reason during the six month period commencing on the second anniversary of 
the Change in Control, or in the event of termination by the Company other 
than for Cause or termination by Executive for Good Reason within two years 
after a Change in Control, Executive shall receive all of the payments, and 
shall be accorded all of the rights, set forth in Section 5.2. All other 
terminations of Executive's employment shall be governed by Sections 4 and 5 
of this Agreement irrespective of a Change in Control.

            5.4   EXCISE TAX.

                    (a)   If any payment or distribution by the Company to or 
        for the benefit of Executive (whether paid or payable pursuant to this 
        Agreement or otherwise, but determined without regard to any additional 
        payments required under this Section 5.4 (a "Payment")) is subject to 
        the excise tax imposed by Section 4999 of the Code or any interest or 
        penalties thereon (together the "Excise Tax") then Executive shall be 
        entitled to an additional payment (a Gross-Up Payment") in an amount 
        such that after payment by Executive of all taxes including, without 
        limitation, any income taxes (together with any interest or penalties 
        thereon, the "Additional Income tax") or any Excise Tax, imposed upon 
        the Gross-Up Payment Executive retains an amount of the Gross-Up 
        Payment equal to the Excise Tax imposed upon the Payments.
        
                    (b)   Subject to Section 5.4(c), all determinations 
        required to be made under this Section 5.4, including whether a 
        Gross-Up Payment is required and the amount of such Gross-Up Payment, 
        shall be made by the firm of independent public accountants selected by 
        the Company to audit its financial statements (the "Accounting Firm") 
        which shall provide detailed supporting calculations both to the 
        Company and the executive within fifteen (15) business days after the 
        receipt of notice from Executive that there has been a Payment, or such 
        earlier time as is requested by the Company. All fees and expenses of 
        the Accounting Firm shall be borne solely by the Company. Any Gross-Up 
        Payment, as determined pursuant to this Section 5.4, shall be paid to 
        Executive within five (5) business days after the receipt of the 
        Accounting Firm's determination. Any determination by the Accounting 
        Firm shall be binding upon the Company and Executive. As a result of 
        the uncertainty in the application of Section 4999 of the Code at the 
        time of the initial determination by the Accounting Firm hereunder, it 
        is possible that additional Gross-Up payments should have been made by 
        the Company (an "Underpayment"). If the Company exhausts its remedies 
        pursuant to Section 5.4(c) and Executive thereafter is

<PAGE>
                                                                          7

required to make payment of any Excise Tax, the accounting Firm shall 
determine the amount of the Underpayment that has occurred and any such 
Underpayment shall be promptly paid by the Company to or for the benefit of 
Executive.

            (c)   Executive shall notify the Company in writing of any claim 
by the Internal Revenue Service that, if successful, would require the 
payment by the Company of the Gross-Up Payment. Such notice shall be given as 
soon as practicable but no later than ten (10) business days after Executive 
knows of such claim and shall apprise the Company of the nature and date of 
requested payment of such claim. Executive shall not pay such claim before 
the earlier of (x) the date thirty (30) days after Executive's notice to the 
Company or (y) the date on which payment of taxes with respect to such claim 
is due. If the Company notifies Executive in writing prior to the expiration 
of such period that is desires to contest such claim, Executive shall:

                (i)   give the Company any reasonable requested information   
        relating to such claim;
        
               (ii)   take such action in connection with contesting such 
        claim as the Company shall reasonably request in writing from time to 
        time, including without limitation, accepting legal representation 
        with respect to such claim by an attorney reasonably selected by the 
        Company;
        
              (iii)   cooperate with the Company in good faith in order to 
        effectively contest such claim; and
        
               (iv)   permit the Company to participate in any proceedings 
        relating to such claim; provided, however that the Company shall bear 
        and pay directly all costs and expenses (including additional 
        interest and penalties) incurred in connection with such contest and 
        shall indemnify and hold such Executive harmless, on an after-tax 
        basis, for any Excise Tax or additional Income Tax imposed as a 
        result of such representation and payment of costs and expenses. 
        Without limiting this Section 5.4(c), the Company shall control all 
        proceedings taken in connection with such contest and, at its sole 
        option, may (1) pursue or forgo any and all administrative appeals, 
        proceedings, hearings and conferences with the taxing authority in 
        respect of such claim and (2) either direct Executive to pay the tax 
        claimed and sue for a refund or contest the claim in any permissible 
        manner. Executive agrees to prosecute such contest to a determination 
        before any administrative tribunal, in a court of initial 
        jurisdiction and in one or more appellate courts, as the Company 
        shall determine; provided, however, that if the Company directs such 
        Executive to pay such claim and sue for a refund, the Company shall 
        advance the amount of such payment to Executive, on an interest-free 
        basis, and shall indemnify and hold Executive harmless, on an 
        after-tax basis, from any Excise Tax or Income Tax imposed with

<PAGE>
                                                                          8

        respect to such advance; and further provided that any extension of 
        the statute of limitations for the taxable year of Executive with 
        respect to which such contested amount is claimed to be due is 
        limited to issues with respect to which a Gross-Up Payment would be 
        payable hereunder and Executive shall be entitled to settle or 
        contest any other issue raised by the Internal Revenue Service or any 
        other taxing authority.

                    (d)   If, after the receipt by Executive of any amount 
        advanced by the Company pursuant to Section 5.4(c), Executive becomes 
        entitled to receive any refund with respect to such claim, executive 
        shall (subject to the Company's complying with the requirements of 
        Section 5.4(c)) promptly pay to the Company the amount of such refund 
        (together with any interest paid or credited thereon after taxes 
        applicable thereto). If, after the receipt by Executive of an amount 
        advanced by the Company pursuant to Section 5.4(c), a determination 
        is made that such Executive shall not be entitled to any refund with 
        respect to such claim and the Company does not notify Executive in 
        writing of its intent to contest such denial of refund prior to the 
        expiration of thirty days after such determination, then such advance 
        shall be forgiven and shall not be required to be repaid and the 
        amount of such advance shall offset, to the extent thereof, the 
        amount of any Gross-Up Payment required to be paid.

6.   CONFIDENTIALITY; NON-COMPETE.

            While employed by the Company and thereafter, Executive shall not 
disclose any confidential information either directly or indirectly, to 
anyone (other than the Company, its employees and advisors), or use such 
information for his own account, or for the account of any other person or 
entity, without the prior written consent of the Company or except as 
required by law. This confidentiality covenant has no temporal or 
geographical restriction. Upon termination of this Agreement, Executive shall 
promptly supply to the Company all property and any other tangible product or 
document which has been produced by, received by or otherwise submitted to 
Executive during or prior to his term of employment, and shall not retain any 
copies thereof.

            Executive acknowledges that his services are of special, unique 
and extraordinary value to the Company. Accordingly, in the event Executive 
resigns without Good Reason or is terminated for Cause during the term 
hereof, Executive shall not at any time prior to the first anniversary of the 
Date of Termination become an employee, consultant, officer, partner or 
director of any air carrier which competes with the Company (or any of its 
affiliates) or have any significant interest (I.E., 10% or more of the voting 
stock) in any such air carrier.

<PAGE>
                                                                          9

            Executive agrees that any breach of the terms of this Section 6 
would result in irreparable injury and damage for which there would be no 
adequate remedy at law, and that, in the event of said breach or any threat 
of breach, the Company shall be entitled to an immediate injunction and 
restraining order to prevent such breach or threatened breach, without having 
to prove damages, in addition to any other remedies to which the Company may 
be entitled at law or in equity. Executive further agrees that the provisions 
of the covenant not to compete are reasonable. Should a court determine, 
however, that any provision of the covenant not to compete is unreasonable, 
either in period of time, geographical area, or otherwise, the parties hereto 
agree that the covenant should be interpreted and enforced to the maximum 
extent which such court deems reasonable. The provisions of this Section 6 
shall survive any termination of this Agreement and Executive's term of 
employment. The existence of any claim or cause of action or otherwise, shall 
not constitute a defense to the enforcement of the covenants and agreements 
of this Section 6.

7.   SUCCESSORS AND ASSIGNS.

           (a)   This Agreement shall bind any successor to Significant 
Assets, whether by purchase, merger, consolidation or otherwise, in the same 
manner and to the same extent that the Company would be obligated under this 
Agreement if no such succession had taken place. Notwithstanding that a 
successor to Significant Assets becomes bound to this Agreement, the Company 
shall continue to be liable for the obligations hereunder as a guarantor. In 
any agreement providing for succession to Significant Assets, the Company 
shall cause each and every successor expressly and unconditionally to assume 
and agree to perform the Company's obligations under this Agreement.

            (b)  In the event that another air carrier directly or indirectly 
acquires Significant Assets, the Company shall cause such airline to provide 
Executive and Eligible Individuals with pass privileges equivalent to those 
provided under the Airline Pass described in Section 3.1.

            (c)  This Agreement and all rights if Executive hereunder shall 
inure to the benefit of and be enforceable by, Executive's personal or legal 
representatives, executors, administrators, successors, heirs, distributees, 
devises and legatees.

8.   TERM.

            The term of this Agreement shall commence on the Effective Date 
and end upon the Executive's termination of employment. The rights and 
obligations of the Company and Executive shall survive the termination of 
this Agreement to the extent necessary to give effect to the terms hereof.

<PAGE>
                                                                        10


9. NOTICES.

    Notices and all other communications provided for in this Agreement shall 
be in writing and shall be deemed to have been duly given when delivered to 
and mailed by United States mail, addressed:  (a)  if to Executive, 
Christopher E. Clouser, 4810 Bywood Street West, Edina, Minnesota 55436, and

    (b)  if to the Company, c/o Northwest Airlines, Inc., 5101 Northwest 
Drive, St. Paul, Minnesota 55111-3034, Attention: General Counsel, or to such 
other address as may have been furnished in writing.

10.  COUNSEL FEES AND INDEMNIFICATION.

    (a)  The Company shall pay, or promptly reimburse on an as-incurred basis 
to Executive, the reasonable fees and expenses of Executive's legal counsel 
for its services rendered in connection with, Executive's enforcement of this 
Agreement provided, however, that if Executive institutes any proceeding to 
enforce this Agreement and the judge, arbitrator or other individual 
presiding over the proceeding affirmatively finds that Executive instituted 
the proceeding in bad faith, Executive shall pay all costs and expenses, 
including attorney's fees, of Executive and the Company.

    (b)  The Company shall indemnify and hold Executive harmless, to the 
maximum extent permitted by law, against judgments, fines, amounts paid in 
settlement and reasonable expenses, including attorneys' fees incurred by 
Executive, in connection with any action or proceeding (or any appeal from 
any action or proceeding) with respect to the Company or activities engaged 
in by Executive in the course of employment with the Company in which 
Executive is made, or is threatened to be made, a party or a witness.

11.  WITHHOLDING.

    All payments required to be made by the Company hereunder shall be 
subject to the withholding of such amounts as are required to be withheld 
pursuant to any applicable law or regulation.

12.  CERTAIN DEFINED TERMS.

    As used herein, the following terms have the following meanings:

    "AGREEMENT" shall mean this Management Compensation Agreement, as the 
same may be amended, supplemented or otherwise modified from time to time.

    "BASE SALARY" shall mean the annual salary of the Executive in effect 
from time to time under Section 2.1.

<PAGE>
                                                                           11


    "BOARD" shall mean the Board of Directors of the Company.

    "CAUSE" shall mean with respect to termination of Executive's employment 
hereunder (i) an act or acts of personal dishonesty by Executive intended to 
result in substantial personal enrichment of Executive at the expense of the 
Company, (ii) an act or acts of personal dishonesty by Executive intended to 
cause substantial injury to the Company, (iii) material breach (other than as 
a result of a Disability) by Executive of Executive's obligations under this 
Agreement which action was (a) undertaken without a reasonable belief that 
the action was in the best interest of the Company and (b) not remedied within a
reasonable period of time after receipt of written notice from the Company 
specifying the alleged breach, or (iv) the conviction of Executive 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 Parent (the "Outstanding Parent Common 
         Stock") or (ii) the combined voting power of the then outstanding 
         voting securities of Parent entitled to vote generally in the 
         election of directors (the "Outstanding Parent Voting Securities");
         provided, however, this subsection (a) shall not apply to the 
         Investor Stockholders party to the Second Amended and Restated 
         Stockholders' Agreement dated as of December 23, 1993; or

         (b) Individuals who, as of June 1, 1994, constitute the Board of 
         Directors of Parent (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 Parent'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 of Parent; or

         (c) Approval by the shareholders of Parent 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 


<PAGE>
                                                                             12


         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 Business Combination (including, without limitation, a 
         corporation which as a result of such transaction owns Parent 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 Parent of (i) a complete 
         liquidation or dissolution of Parent or (ii) the sale or other 
         disposition of all or substantially all of the assets of Parent,
         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 proportion 
         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 were 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 Parent or
         were elected, appointed or nominated by the Incumbent Board.

    "COMMON STOCK" shall mean all issued and outstanding common stock, of all 
classes, of the Parent, including any outstanding securities convertible into 
such common stock.

    "DATE OF TERMINATION" shall mean, with respect to Executive, the date of 
termination of Executive's employment hereunder after the notice period 
provided by Section 4.4.

<PAGE>
                                                                             13


    "DISABILITY" shall mean Executive's physical and mental condition which 
prevents continued performance of his duties hereunder, if Executive 
establishes by medical evidence that such condition will be permanent and 
continuous during the remainder of Executive's life or is likely to be of at 
least three years' duration.

    "EFFECTIVE DATE" shall mean September 1, 1996.

    "GOOD REASON" shall mean with respect to an Executive, any one or more of 
the following:

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

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

        (c) the relocation of the Company's principal executive offices to a
     location outside the Minneapolis-St.Paul Metropolitan Area;

        (d) a failure by the Company to comply with any material provision of
     this Agreement which has not been cured within ten (10) days after the 
     Company knows or has notice of such noncompliance.

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

    "NOTICE OF TERMINATION" shall mean a notice specifying the Date of 
Termination, which notice shall (i) indicate the specific termination 
provision (if any) in this Agreement applicable to the termination, and (ii) 
set forth in reasonable detail the facts and circumstances claimed to provide 
a basis for termination of Executive's employment under the provision so 
indicated.

    "PARENT" shall mean Northwest Airlines Corporation.

    "PERSON" shall mean an individual, a corporation, a company, a voluntary 
association, a partnership, a trust, an unincorporated organization or a 
government or any agency, instrumentally or political subdivision thereof.


<PAGE>
                                                                            14


    "SIGNIFICANT ASSETS" shall mean (i) all or substantially all of the 
assets and/or business or outstanding voting securities, of the Company (ii) 
all or substantially all of Northwest's routes between the United States and 
Japan.

    "SUBSIDIARY" of a Person shall mean any corporation, partnership (limited 
or general), trust or other entity of which a majority of the stock (or 
equivalent ownership or controlling interest) having voting power to elect a 
majority of the board of directors (if a corporation) or to select the 
trustee or equivalent controlling interest, shall at the time such reference 
becomes operative, be directly or indirectly owned or controlled by such 
Person or one or more of the other subsidiaries of such Person or any 
combination thereof.

    "2-R" shall mean space available travel in first, business or coach 
class, with boarding priority (i) ahead of the categories specified below 
category "2-R" on Exhibit A attached hereto and (ii) within category "2-R," 
based on seniority with the Company.

    "F-1" shall mean confirmed seating in first class or business class if 
first class is not offered, with boarding priority (i) ahead of the 
categories specified below category "F-I" on Exhibit A attached hereto and 
(ii) within category "F-I," based on seniority with the Company.

    "Y-1/F-2" shall mean confirmed seating travel in coach class and space 
available travel in first or business class, with boarding priority (i) ahead 
of the categories specified below category "Y-a/F-2" in Exhibit A attached 
hereto, and (ii) within category "Y-1/F-2," based on seniority with the 
Company.

13. MISCELLANEOUS.

    No provision of this Agreement may be modified, waived or discharged 
unless such waiver, modification or discharge is agreed to in writing signed 
by Executive and such officer as may be specifically designated by the Board. 
No agreements or representations, oral or otherwise, express or implied, with 
respect to the subject matter hereof have been made by either party which are 
not set forth expressly in this Agreement. There shall be no right of set-off 
or counterclaim, in respect of any claim, debt or obligation, against any 
payments to Executive, his dependents, beneficiaries or estate provided for in 
this Agreement. The validity, interpretation, construction and performance of 
this Agreement shall be governed by the laws of the State of Minnesota, 
without regard to principles of conflicts of laws.


<PAGE>
                                                                            15


14. VALIDITY.

    The invalidity or unenforceability of any provision or provisions of this 
Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement which shall remain in full force and effect.

15. DISPUTES; REMEDIES.

    If either the Company, on the one hand, or Executive, on the other hand, 
breaches or threatens to commit a breach of the terms and conditions hereof, 
the other party shall have the following rights and remedies:

        (a) Specific performance (I.E., the right and remedy to have the terms
    and conditions hereof specifically enforced by any court of competent
    jurisdiction), it being agreed that any breach or threatened breach of 
    the terms and conditions hereof would cause irreparable injury and that
    money damages may not provide an adequate remedy; and

        (b) Damages (I.E., the right to receive from any violator of the 
    terms and conditions hereof, any and all damages, costs and expenses 
    incurred by the injured party as a result of the breach of the terms
    and conditions hereof).


16. PARENT UNDERTAKING.

    Northwest Airlines Corporation, as parent corporation to the Company, 
hereby agrees to cause the Company to perform all of its obligations 
hereunder and Executive shall be deemed to have entered into this agreement 
in reliance upon the undertaking set forth herein.


                                      NORTHWEST AIRLINES, INC.


                                      by: /s/ Douglas M. Steenland
                                         ----------------------------

                                      NORTHWEST AIRLINES CORPORATION


                                      by: /s/ Douglas M. Steenland
                                         ----------------------------


                                      /s/ Christopher E. Clouser
                                      -------------------------------
                                      Christopher E. Clouser