<PAGE>



                       MANAGEMENT COMPENSATION AGREEMENT

                                    between

                           NORTHWEST AIRLINES, INC.

                                      and

                               MICHAEL E. LEVINE

                                  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 Michael E. Levine (the "Executive").

                                   PREAMBLE

         The Company and Executive previously entered into a Management 
Compensation Agreement dated as of October 1, 1994 (the "Prior Agreement"). 
As of the date hereof, the Company and Executive have agreed to replace the 
Prior Agreement with this 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 polices.


<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 for so long as Executive is 
employed by another employer, medical coverage hereunder will become 
secondary to any coverage provided by the new 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.


<PAGE>
                                                                             6

         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 of 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 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 a 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 it 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 proceeding 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.  This covenant not to compete shall expire on 
December 31, 1998 and thereafter shall no longer be applicable to Executive;

<PAGE>
                                                                               9

provided, however, if on or prior to December 31, 1998, Executive has 
resigned without Good Reason or has been terminated for Cause, the 
non-compete shall remain in full force and effect and shall be enforceable 
according to its terms until the first anniversary of Executive's Date of 
Termination, notwithstanding the December 31, 1998 expiration of the covenant 
not to compete provided for herein.

         Executive agrees that any breach of 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 of 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.

<PAGE>
                                                                              10

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.

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, Michael E. Levine, 2675 E. Lake of the Isle Parkway, Minneapolis, 
Minnesota 55408, 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.

<PAGE>
                                                                              11

         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.

         "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) 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% 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

<PAGE>
                                                                              12

     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 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

<PAGE>
                                                                        13
     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.

          "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) including the Company's failure 
     to adopt and maintain an annual bonus plan in which Executive shall 
     participate on the terms and conditions applicable to similarly situated 
     executives;

          (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;

          (e)  John Dasburg no longer serves as the Chief Executive Officer
     of Northwest Airlines Inc. and Executive is not appointed as his
     immediate successor.

          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

<PAGE>
                                                                           14

     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.

          "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.

<PAGE>
                                                                          15

          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.

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

<PAGE>
                                                                            16

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/ Michael E. Levine
                                    _______________________________________
                                    Michael E. Levine