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                              MANAGEMENT COMPENSATION AGREEMENT


                                         between


                                 NORTHWEST AIRLINES, INC.


                                          and

                                  DOUGLAS M. STEENLAND

                                      dated as of


                                  September 1, 1996

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                          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 Douglas M. Steenland (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.

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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

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                                                                          4

by the terminating party to the other party of 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.

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                                                                          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),

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                                                                           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 EXERCISE 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 lime 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>

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 appraise 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 
     so 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>

     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>

     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 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.

8.  TERMS.

     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.

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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, Douglas M. Steenland, 4528 Fremont Avenue South, Minneapolis, 
Minnesota 55409, 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.



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      "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 either, 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 as 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
    

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    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 (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 the 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.


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      "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.

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      "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/ Christopher E. Clouser
                                          ---------------------------

                                       NORTHWEST AIRLINES CORPORATION

                                       by: /s/ Christopher E. Clouser
                                          ---------------------------
                                        /s/ Douglas M. Steenland
                                       ------------------------------
                                       Douglas M. Steenland