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                                                                EXHIBIT 10.63

Name of Optionee:                                   Number of Shares Subject
[                            ]                      to the Option: [      ]
                                                    Grant Date: [             ]

                     NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is made by and between Northwest Airlines Corporation, a 
Delaware corporation ("NAC"), and [                       ], the optionee
named above (the "OPTIONEE"), and employee of NAC or a Subsidiary (as defined 
below) of NAC.

WHEREAS, pursuant to, and subject to the terms and conditions of, the 1994 
Northwest Airlines Corporation Stock Incentive Plan (the "PLAN"), NAC granted 
to the Optionee on [                   ] (the "GRANT DATE") the nonqualified
option herein described (the "OPTION") and notified the Optionee of the grant 
of the Option;

WHEREAS, the Plan provides that each option granted thereunder shall be 
evidenced by a written option agreement; and

WHEREAS, NAC and the Optionee desire to enter into this Option Agreement for 
the purpose of complying with the provisions of the Plan with respect to the 
Option.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and 
other good and valuable consideration, receipt of which is hereby 
acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

All capitalized terms used in this Agreement shall have the meaning 
attributed to them in the Plan or as set forth below, unless the context 
indicates otherwise.

SECTION 1.1  - CAUSE

"CAUSE" shall mean with respect to the termination of the Optionee's 
employment with NAC or a Subsidiary (a) an act or acts of personal dishonesty 
by the Optionee intended to result in substantial personal enrichment of the 
Optionee at the expense of NAC, (b) an act or acts of personal dishonesty by 
the Optionee intended to cause substantial injury to NAC, (c) material breath 
(other than as a result of a Disability) by the Optionee of the Optionee's 
obligations under the terms and conditions of Optionee's employment, which 
actions was (i) undertaken without a reasonable belief that the action was in 
the best interest of NAC and (ii) not remedied within a reasonable period of 
time after receipt of written notice from NAC specifying the alleged breach, 
or (d) the conviction of the Optionee of a felony.

                                      -1-

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SECTION 1.2  - COMMITTEE

"COMMITTEE" shall mean the Compensation and Stock Option Committee of NAC's 
Board of Directors, the Compensation Administration Subcommittee thereof, or 
such other committee of the Board of Directors of NAC that shall be appointed 
from time to time to administer the Plan.

SECTION 1.3  - DISABILITY

"DISABILITY" shall mean the Optionee's physical or mental condition which 
prevents continued performance of his or her duties and for which the 
Optionee establishes by medical evidence that such condition will be 
permanent and continuous during the remainder of the Optionee's life or is 
likely to be of at least three (3) years' duration.

SECTION 1.4  - EXPIRATION DATE

"EXPIRATION DATE" shall mean the date on which the Option shall expire 
pursuant to Section 2.4, unless terminated earlier pursuant to Section 3.2.

SECTION 1.5  - PURCHASE PRICE

"PURCHASE PRICE" shall mean the price set forth in Section 2.3 of this 
Agreement.

SECTION 1.6  - RETIREMENT

"RETIREMENT" shall mean separation from service with NAC or a Subsidiary on 
or after attainment of age sixty-five (65) or, with the prior written consent 
of the Committee that such separation will be treated as a Retirement, 
separation from service with NAC or a Subsidiary prior to attainment of age 
sixty-five (65).

SECTION 1.7  - SECRETARY

"SECRETARY" shall mean the Secretary of NAC.

SECTION 1.8  - SUBSIDIARY

"SUBSIDIARY" shall mean any corporation in an unbroken chain of corporations 
beginning with NAC if each of the corporations other than the last 
corporation in the unbroken chain then

                                      -2-

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owns stock possessing fifty percent (50%) or more of the total combined 
voting power of all classes of stock in one (1) of the other corporations in 
such chain.

SECTION 1.9  - TERMINATION OF EMPLOYMENT

"TERMINATION OF EMPLOYMENT" shall mean the time when the employee-employer 
relationship between the Optionee and NAC or any Subsidiary ceases for any 
reason whatsoever.

                                  ARTICLE II

                                  THE OPTION

SECTION 2.1  - NUMBER OF SHARES

For good and valuable consideration, on the Grant Date, NAC irrevocably 
grants to the Optionee on option to purchase all or any part of an aggregate 
of [    ] shares of its Class A Common Stock, par value $.01 per share (the 
"COMMON STOCK"), upon the terms and conditions set forth in this Agreement.

SECTION 2.2  - ADJUSTMENTS IN SHARES

If all or any portion of the Option is exercised subsequent to any stock 
dividend, stock split, recapitalization, merger, consolidation, combination 
or exchange of shares, separation, reorganization or liquidation as a result 
of which shares of any class shall be issued in respect of outstanding shares 
of Common Stock, or shares of Common Stock shall be changed into the same or 
a different number of shares of the same or another class or classes, the 
Optionee shall receive, upon exercise of the Option and for the aggregate 
price paid upon such exercise of the Option, the aggregate number and class 
of shares which, if shares of Common Stock (as authorized at the Grant Date) 
had been purchased at the Grant Date for the same aggregate price (on the 
basis of the Purchase Price per share set forth in Section 2.3 hereof) and 
had not been disposed of, the Optionee would be holding, at the time of such 
exercise, as a result of such purchase and any such stock dividend, stock 
split, recapitalization, merger, consolidation, combination or exchange of 
shares, separation, reorganization or liquidation; PROVIDED, HOWEVER, that no 
fractional share shall be issued upon any such exercise, and the aggregate 
price paid shall be appropriately reduced on account of any fractional share 
not issued.

SECTION 2.3  - PURCHASE PRICE

The Purchase Price of the shares of Common Stock subject to the Option shall 
be $[     ] per share without commission or other charge.

                                      -3-

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SECTION 2.4  - OPTION TERM

The term of the Option shall be for a period of ten (10) years from the Grant 
Date, subject to earlier termination as provided in Section 3.2 hereof.

                                  ARTICLE III

                           EXERCISABILITY; TERMINATION

SECTION 3.1  - EXERCISABILITY

Subject to the provisions of Section 3.2 hereof, the Option, to the extent 
not theretofore exercised, may be exercised at any time or from time to time, 
as to any part or all of the shares subject to the Option in accordance with 
the following schedule:

Date Option Becomes                            Percentage of Total Shares as
   Exercisable                                 to Which Option is Exercisable
-------------------                            ------------------------------
[

                                                                           ]

SECTION 3.2  - TERMINATION

     (a)  RETIREMENT.  If a Termination of Employment shall occur by reason 
          of the Optionee's Retirement, any portion of the Option that was 
          exercisable as of the date of such Retirement and not theretofore 
          exercised, may be exercised by the Optionee at any time within one 
          (1) year after the date of such Retirement; PROVIDED, HOWEVER, that 
          if the Optionee dies or becomes Disabled within one (1) year after 
          such Retirement, then any portion of the Option that was exercisable 
          as of the date of the Optionee's Retirement and not theretofore 
          exercised shall not terminate pursuant to this Section 3.2 and may 
          be exercised during the remainder of the term of the Option by 
          the Optionee or by the estate of the Optionee or a person who shall 
          have acquired the right to exercise the Option by bequest or 
          inheritance. Any portion of the Option that was not exercisable as 
          of the date of such Retirement shall be cancelled immediately upon 
          such Retirement.

     (b)  DEATH OR DISABILITY.  If a Termination of Employment shall occur by 
          reason of the Optionee's death or Disability, then any portion of the 
          Option that was exercisable as of the date of such death or 
          Disability and not theretofore exercised shall not terminate and may 
          be exercised during the remainder of the

                                      -4-

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          term of the Option by the Optionee or by the estate of the Optionee 
          or a person who shall have acquired the right to exercise the Option 
          by bequest or inheritance. Any portion of the Option that was not 
          exercisable as of the date of such death or Disability shall be 
          cancelled immediately upon such death or Disability.

     (c)  TERMINATION OF EMPLOYMENT FOR CAUSE.  If the Optionee's employment 
          shall terminate for Cause, the Option, to the extent not theretofore 
          exercised, shall be cancelled immediately upon such Termination of 
          Employment.

     (d)  TERMINATION OF EMPLOYMENT OTHER THAN FOR CAUSE, DEATH, DISABILITY 
          OR RETIREMENT.  If the employment of the Optionee shall be terminated 
          otherwise than by reason of Cause, death, Disability or Retirement, 
          any portion of the Option that was exercisable as of the date of such 
          Termination of Employment and not theretofore exercised may be 
          exercised by the Optionee at any time within ninety (90) days after 
          the date of such Termination of Employment. Any portion of the Option 
          that was not exercisable as of the date of such Termination of 
          Employment shall be cancelled immediately upon such Termination of 
          Employment.

                                   ARTICLE IV

                      EXERCISE OF OPTION; ISSUANCE OF SHARES

SECTION 4.1  - TRANSFERABILITY

The Option may not be sold, transferred, pledged, assigned or otherwise 
alienated or hypothecated and shall not be subject to execution, attachment 
or similar process. Any attempted sale, transfer, pledge, assignment, 
hypothecation or other disposition of the Option contrary to the provisions 
hereof, or the levy of any execution, attachment or similar process upon the 
Option, shall be null and void and without effect. In addition, the Option 
may be exercised during the lifetime of the Optionee only by the Optionee. 
Notwithstanding the foregoing, the designation of a beneficiary by the 
Optionee does not constitute such transfer and, after the death of the 
Optionee, any exercisable portion of the Option may be exercised by the 
estate of the Optionee or by a person who shall have acquired the right to 
exercise the Option by bequest or inheritance in accordance with the 
provisions of Sections 3.2(a) and 3.2(b).

SECTION 4.2  - MANNER OF EXERCISE

Subject to the terms and conditions of this Agreement, the Option, or any 
portion thereof, may be exercised by delivery of written notice of such 
exercise to NAC at its principal office at 5101 Northwest Drive, St. Paul, 
Minnesota 55111-3034, attention of the Secretary. Such notice shall state the 
election to exercise the Option and the number of shares in respect of

                                      -5-

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which it is being exercised and shall be signed by the person or persons so 
exercising the Option. Such notice shall be accompanied by payment of the 
full Purchase Price of such shares in the following manner:

     (a)  By cash (in United States dollars) or by check, bank draft or money
          order payable to the order of NAC;

     (b)  through the delivery of shares of Common Stock with an aggregate 
          fair market value on the date the Option is exercised equal to the
          full Purchase Price of such shares (the fair market value of such 
          shares shall be determined by the average of the high and low sale
          price of a share of Common Stock on the NASDAQ National Market 
          System on such date);

     (c)  to the extent authorized by the Committee in its sole discretion, by
          delivery of irrecovable instructions to a financial institution to 
          deliver promptly to NAC a portion of the proceeds obtained from the
          sale of the shares of Common Stock issuable upon exercise of the
          Option, which proceeds shall equal the full Purchase Price of such
          shares; or

     (d)  by any other means which the Committee shall approve.

Such notice shall also be accompanied by payment of all amounts which NAC is 
required under federal, state or local law to withhold upon the exercise of 
the Option. In the event that the Option shall be exercised, pursuant to 
Sections 3.2(a) and 3.2(b) hereof, by any person or persons other than the 
Optionee, such notice shall be accompanied by appropriate proof of the right 
to such person or persons to exercise the Option.

SECTION 4.3 - ISSUANCE OF SHARES OF COMMON STOCK

The certificate or certificates for the shares as to which the Option shall 
have been exercised in the manner set forth in Section 4.2 hereof shall be 
registered in the name of the person or persons so exercising the Option and 
shall be delivered after payment of the full Purchase Price and any 
applicable withholding taxes to or upon the written order of the person or 
persons exercising the Option. All shares that shall be purchased upon the 
exercise of the Option shall be fully paid and nonassessable. Anything in 
this Agreement to the contrary notwithstanding, the obligation of NAC to sell 
and deliver shares of Common Stock upon exercise of the Option shall be 
subject to (i) all applicable laws, rules and regulations and such approvals 
by any governmental agencies as may be required, including, without 
limitation, the effectiveness of a registration statement under the 
Securities Act of 1933, as amended, as deemed necessary or appropriate by 
counsel for NAC and (ii) such shares having been approved for trading on the 
NASDAQ National Market System.

                                       -6-
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                                    ARTICLE V
 
                                  MISCELLANEOUS

SECTION 6.1 - ADMINISTRATION

The Committee shall have the power to interpret the Plan and this Agreement 
and to adopt such rules for the administration, interpretation and 
application of the Plan as are consistent therewith and to interpret or 
revoke any such rules. All actions taken and all interpretations and 
determinations made by the Committee shall be final and binding upon the 
Optionee, NAC and all other interested persons. No member of the Committee 
shall be personally liable for any action, determination or interpretation 
made in good faith with respect to the Plan or the Option. In its absolute 
discretion, the Board of Directors of NAC may at any time and from time to 
time exercise any and all rights and duties of the Committee under the Plan 
and this Agreement.

SECTION 6.2 - TERMINATION OF EMPLOYMENT

For purposes of this Option, the Committee, in its absolute discretion, shall 
determine the effect of all matters and questions relating to Termination of 
Employment, including, without limitation, all questions of whether 
particular leaves of absence constitute Terminations of Employment and 
whether any reemployment by NAC shall be deemed to be simultaneous with 
termination.

SECTION 6.3 - PLAN DOES NOT CONFER EMPLOYMENT OR STOCKHOLDER RIGHTS

Nothing in this Agreement shall confer upon the Optionee any right to 
continue in the employ of NAC or any Subsidiary or interfere in any way with 
the right of NAC or any Subsidiary to terminate the employment of the 
Optionee at any time. Neither the Optionee nor any person entitled to 
exercise the Optionee's rights in the event of the Optionee's death shall 
have any of the rights of a stockholder of NAC with respect to the shares 
subject to the Option except and to the extent that, and until, such shares 
shall have been issued by NAC upon the exercise of the Option.

SECTION 6.4 - SHARES TO BE RESERVED

NAC shall at all times during the term of the Option reserve and keep 
available such number of shares of Common Stock as will be sufficient to 
satisfy the requirements of this Agreement.

                                       -7-
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SECTION 6.5 - TITLES

Titles are provided herein for convenience only and are not to serve as a 
basis for interpretation or construction of this Agreement.

SECTION 6.6 - AMENDMENT

This Agreement may be amended only by a writing executed by the parties 
hereto which specifically states that it is amending this Agreement.

SECTION 6.7 - GOVERNING LAW

The laws of the State of Delaware shall govern the interpretation, validity 
and performance of the terms of this Agreement regardless of the law that 
might be applied under principles of conflicts of laws.

SECTION 6.8 - JURISDICTION

Any suit, action or proceeding against the Optionee with respect to this 
Agreement, or any judgment entered by any court in respect of any thereof, 
may be brought in any court of competent jurisdiction in the States of 
Delaware, Minnesota or New York, as NAC may elect in its sole discretion, and 
the Optionee hereby submits to the non-exclusive jurisdiction of such courts 
for the purpose of any such suit, action, proceeding or judgment.

SECTION 6.9 - NOTICES

All notices and other communications provided for herein shall be in writing 
and shall be deemed to have been duly given if delivered by hand (whether by 
overnight courier or otherwise) or sent by registered or certified mail, 
return receipt requested, postage prepaid, to the party to whom it is 
directed:

     (a)  If to NAC, to it at the following address:

              Northwest Airlines Corporation
              5101 Northwest Drive
              St. Paul, Minnesota 55111-3034
              Attn: Senior Vice President, General Counsel and Secretary

     (b)  If to the Optionee, to him at the address set forth below under his
          signature;

or at such other address as either party shall from time to time specify by 
notice in writing to the other.

                                       -8-
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SECTION 6.10 - COUNTERPARTS

This Agreement may be executed in two or more counterparts.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the 
parties hereto.

Dated as of ___________________, _________

NORTHWEST AIRLINES CORPORATION

By: ______________________________________

Its: SVP-General Counsel & Secretary

OPTIONEE

__________________________________________

Optionee's Taxpayer Identification
Number_________________________

OPTIONEE'S ADDRESS:







                                       -9-
<PAGE>

Northwest Airlines, Inc.       612 727-6500
Department A1180               612 726-7123 Fax
5101 Northwest Drive
St. Paul MN 55111-3034


[                      ]


To: [                         ]

Dear [             ]:

You presently are party to [    ] Non-Qualified Stock Option Agreement[s] 
with the Company dated [                                 ] in which portions 
of the options granted to you are not yet exercisable.

By this letter, each of these Agreements is hereby amended to add a new 
Section 3.3:

     SECTION 3.3 - ACCELERATION

     Notwithstanding the provisions in Section 3.1 above, any portion of the 
     Option that is not yet exercisable and has not otherwise been canceled 
     pursuant to Section 3.2 above shall otherwise become exercisable as 
     follows:

     (a)  Upon the occurrence of a Change of Control (as defined below), all 
          shares subject to the Option not theretofore exercised or canceled
          shall become exercisable; or

     (b)  In the event of a merger between NAC and any U.S. passenger airline 
          conducting jet operations using aircraft with 100 or more seats, 
          which merger does not constitute a Change in Control of NAC for 
          purposes of this Agreement, but would constitute a Change in 
          Control of the other air

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carrier if the definition of Change in Control in this Agreement were to be 
applied to such air carrier, all shares subject to the Option not theretofore 
exercised or canceled shall become exercisable in the event that, after such 
a merger, (i) the Optionee's employment is terminated by the Company other 
than for Cause or (ii) the Optionee terminates his or her employment for Good 
Reason, (as the term "Good Reason" is defined in that certain Management 
Compensation Agreement between Optionee and Northwest Airlines, Inc.).

     (c)  The term "Change of Control" shall mean any one of the following:

          (i)   The acquisition by any individual, entity or group (within the 
                meaning of Section 13(d)(3) or 14(d)(2) of 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% of more of either 
                (i) the then outstanding shares of Common Stock of NAC (the 
                "Outstanding Parent Common Stock") or (ii) the combined voting 
                power of the then outstanding voting securities of NAC 
                entitled to vote generally in the election of directors (the 
                "Outstanding Parent Voting Securities") provided, however, 
                that 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

          (ii)  Individuals who, as of June 1, 1994, constitute the Board of 
                Directors of NAC (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 
                NAC's stockholders, 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 
                NAC; or

          (iii) Approval by the stockholders of NAC 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 

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                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 NAC 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

          (iv)  Approval by the stockholders of NAC of (i) a complete 
                liquidation or dissolution of NAC or (ii) the sale or other 
                disposition of all or substantially all of the assets of NAC, 
                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 of the action of such 
                Board, providing for such sale or other disposition of assets 
                of NAC or were elected, appointed or nominated by the 
                Incumbent Board.

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If this amendment is acceptable to you, please sign where indicated below.

Sincerely yours,



Douglas M. Steenland



Accepted and Agreed



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[                     ]