**Exhibit10.4**

*Boardof Directors Awards*

**Date**

**Notice of Grant –**Northwest Airlines Corporation 2007 StockIncentive Plan

**Name**

**Address1**

**Address2**
|                         | ** ** | **Award(1)**                        |
|-------------------------|------------|-------------------------------------|
| **Grant Date**          |       | Date                                |
| ** **              |       |                                |
| **Grant Award Type**    |       | Non Qualified  Stock Option         |
| ** **              |       |                                |
| **Units / Shares**      |       | x,xxx                               |
| ** **              |       |                                |
| **Exercise Price**      |       | $   .  (2) |
| ** **              |       |                                |
| **Grant Date Value**(3) |       | $xx,xxx                             |

 
| Vesting Schedule: | *** *** | **(# shares)** |
|-------------------|--------------|----------------|
|              |         |           |
| - Date            |         | x,xxx          |
| - Date            |         | x,xxx          |
| - Date            |         | x,xxx          |
| - Date            |         | x,xxx          |
| - Date            |         | x,xxx          |
| - Date            |         | x,xxx          |
| - Date            |         | x,xxx          |
| **Expiration**    |         | Date           |

 

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(1)  The Award is subject to the terms andconditions set forth in the *Terms andConditions* attached hereto. A copy of the Prospectus relating to thePlan, which summarizes the provisions of the Plan is also enclosed.

(2)  The Exercise price for the stockoption is equal to the fair market value (FMV) of a share of Northwest AirlinesCorporation common stock on the Grant Date. FMV, as of a particular date, represents the closing price of a share ofcommon stock on the New York Stock Exchange (NYSE) on such date (ticker “NWA”).

(3)  Grant Date value is an estimate of thevalue of the Award as of the Grant Date. This value is based on a Black-Scholes valuation using the FMV of ashare of common stock on the Grant Date ($      pershare) and a factor of    . The Black-Scholes Model uses stock price, expiration date, risk-freerate of return and volatility to estimate the value of a stock option.

**As a member of the Board of Directors of NWA, you aresubject to the Company’s Insider Trading Policy.  You are subject to quarterly limited tradingperiods during which you are prohibited from trading in securities of NorthwestAirlines Corporation and you are also required to report any transactions insuch securities pursuant to Section 16 of the Securities Exchange Act of1934.  See the enclosed Insider TradingPolicy for details.**

To accessinformation pertaining to your awards or request additional information, pleasecontact                                  .

NORTHWEST AIRLINESCORPORATION
| By: |   |   |
|-----|--------|--------|

 

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**NORTHWEST AIRLINESCORPORATION2007 STOCK INCENTIVE PLAN**

**FORM OF NON-QUALIFIED STOCK OPTION AWARD**

**Terms and Conditions**

This Terms and Conditions(the “Terms and Conditions”) sets forth the terms pursuant to which NORTHWESTAIRLINES CORPORATION, a Delaware corporation (the “Company”), has granted anon-qualified stock option to the non-employee member of the Board of Directorsof the Company (the “Optionee”) whose name is listed on the Notice of Grantaccompanying these Terms and Conditions (the “Notice of Grant”) pursuant to andsubject to the terms and conditions of the Northwest Airlines Corporation 2007Stock Incentive Plan (as amended, modified or supplemented from time to time,the “Plan”).

# **Section 1.  Definitions**

Unless otherwise definedin the Terms and Conditions, all capitalized terms used herein shall have themeanings attributed to them in the Plan or in the Notice of Grant.

## 1.1                                   “CommonStock” shall mean the common stock, par value $.01 per share, of theCompany or such other securities or property as may become subject to theOption as a result of an adjustment made pursuant to Section 13 of the Plan.

## 1.2                                 “Expiration Date” shall mean the dayimmediately preceding the tenth (10th) anniversary of the Grant Date.

## 1.3                                 “Grant Date” shall mean the date ofgrant of the Option set forth on the Notice of Grant accompanying these Termsand Conditions.

## 1.4                                 “Option” shall mean the right andoption to purchase, subject to the terms and conditions set forth in theseTerms and Conditions, all or any part of the number of shares of Common Stockspecified in the Notice of Grant, subject to adjustment as set forth in thePlan.

## 1.5                                 “Option Price” shall mean thepurchase price of the shares of Common Stock subject to the Option, which shallbe equal to the Fair Market Value of a share of Common Stock as of the GrantDate, as set forth in the Notice of Grant attached hereto.

## 1.6                                 “Secretary” shall mean the Secretaryof the Company.

## 1.7                                  “Vesting Date(s)” shall mean eachof the vesting dates set forth in Section 3.

## 1.8                                 “Vested Portion” shall mean, at anytime, the portion of the Option which has become vested and exercisable inaccordance with Sections 3 and 4.

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# **Section 2.  Grant of the Option**

# Effective as of the GrantDate, the Company granted to the Optionee pursuant to the Plan the Option withrespect to the number of shares of Common Stock specified in the Notice ofGrant (which shares may be adjusted pursuant to Section 13 of the Plan),subject to these Terms and Conditions. The Option is intended to be anon-qualified stock option, and is not intended to be treated as an option thatcomplies with Section 422 of the Internal Revenue Code of 1986, as amended.

# **Section 3.  Vesting**

## Subject to Section 4 hereof, the Option shallvest and become exercisable in installments (each installment, a “VestingPeriod”) in accordance with the following:

·                   [insert vestingschedule] 

## **Section4.**  **Terminationof Service as a Director**

4.1                                 *Termination of Service as a Director*.  In the event Optionee ceases to be a memberof the Company’s Board of Directors for any reason prior to one or more of theVesting Dates set forth in Section 3 hereof, then a pro rata share of theportion of the Option subject to vesting on the next succeeding Vesting Datebased on the percentage of the current Vesting Period that shall have elapsedthrough the date the Optionee ceased to be a member of the Board will becomeimmediately vested and exercisable and the remaining unvested portion of theOption will be canceled immediately upon such date and the Optionee shallautomatically forfeit all rights with respect to such portion of the Option.  

## 4.2                                 *Change of Control*.  Notwithstanding any other provision of theseTerms and Conditions, in the event the Optionee ceases to be a member of theCompany’s Board of Directors in connection with a Change of Control, 100% ofthe Option shall immediately vest and become fully exercisable (to the extentnot previously vested and become exercisable) as of the date the Optioneeceases to be a member of the Company’s Board of Directors in connection withthe Change of Control.

# **Section 5.****  Exercise of Option**

## 5.1                                 Period of Exercise. Subject to the provisions of the Plan and these Terms and Conditions,the Optionee may exercise all or any part of the Vested Portion of the Optionat any time on or before the earliest to occur of:

### (a)                                                       the Expiration Date;

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### (b)                                                      ifthe Optionee ceases to be a member of the Company’s Board of Directors byreason of the Optionee’s death, the one-year anniversary of the Optionee’sdeath; and

### (c)                                                       If the Optionee ceases to be a member ofthe Company’s Board of Directors for any reason other than the Optionee’sdeath, ninety (90) days following the date the Optionee ceases to be a memberof the Company’s Board of Directors.

## 5.2                                 Method of Exercise.

### (a)                                Subject to Section 5.1, the Vested Portion of the Option may beexercised by delivering to the Company (or any stock plan administrative agentappointed by the Company) a written or electronic notice of exercise andpayment of the full price of the shares of Common Stock being purchased,pursuant to one of the exercise methods described in Section 6.1(d) of thePlan.

### (b)                                 Notwithstanding any other provision of thePlan or the Terms and Conditions to the contrary, the Option may not beexercised prior to the completion of any registration or qualification of theOption or the shares of Common Stock under applicable state and federalsecurities or other laws, or under any ruling or regulation of any governmentalbody or national securities exchange that the Committee shall in its solediscretion determine to be necessary or advisable.

### (c)                                   Upon the Company’s determination that the Optionhas been validly exercised as to any of the shares of Common Stock, the Companyshall issue the shares of Common Stock in the Optionee’s name (or cause theCompany’s transfer agent to record the Optionee as the owner of such shares).

# **Section 6.  Legend on Certificates**

# The certificatesrepresenting the shares of Common Stock purchased by exercise of the Optionshall be subject to such stop transfer orders and other restrictions as theCommittee may deem advisable under the Plan or the rules, regulations, andother requirements of the Securities and Exchange Commission, any stockexchange upon which such shares are listed, and any applicable Federal or statelaws, and the Committee may cause a legend or legends to be put on any suchcertificates to make appropriate reference to such restrictions.

# **Section 7.  Transferability**

# The Option may not beassigned, alienated, pledged, attached, sold or otherwise transferred orencumbered by the Optionee otherwise than by will or by the laws of descent anddistribution, and any such purported assignment, alienation, pledge,attachment, sale, transfer or encumbrance shall be void and unenforceableagainst the Company or any Subsidiary. No such permitted transfer of the Option to heirs or legatees of theOptionee shall be effective to bind the Company unless the Company shall havebeen furnished with written notice thereof and a copy of such evidence as theCompany may deem necessary to establish the validity of the transfer 

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# and the acceptance by the transferee or transferees ofthe terms and conditions hereof.  Duringthe Optionee’s lifetime, the Option is exercisable only by the Optionee.

# **Section 8.  Securities Law Requirements**

# By accepting the Option,the Optionee agrees that if at the time of delivery of shares of Common Stockfollowing the exercise of the Options issued hereunder any sale of Common Stockis not covered by an effective registration statement filed under theSecurities Act of 1933 (the “Act”), the Optionee will acquire the shares ofCommon Stock for the Optionee’s own account and without a view to resale ordistribution in violation of the Act or any other securities law, and upon anysuch acquisition the Optionee will enter into such written representations,warranties and agreements as the Company may reasonably request in order tocomply with the Terms and Conditions, the Act or any other securities law.

# **Section 9.  Option Does Not Confer Stockholder Rights**

# The Optionee shall nothave any of the rights of a stockholder of the Company with respect to theOptions except and to the extent that, and until, shares of Common Stock aredelivered in respect thereof following the exercise of the Options. TheOptionee shall not be entitled to receive any dividends with respect to theOptions which become payable prior to the date(s) on which shares of CommonStock are delivered to the Optionee, nor shall the Optionee be entitled to votethe shares of Common Stock covered by the Options prior to the delivery of suchshares of Common Stock.

# **Section 10.  General Provisions**

## 10.1                          The Notice of Grant is made pursuant to thePlan and is subject to all of the terms and provisions of the Plan as if thesame were fully set forth herein. By acceptance of the Option, the Optioneeagrees to be bound by all of the terms, provisions, conditions and limitationsof the Plan and the Terms and Conditions. The Optionee hereby acknowledges receipt of a copy of the Plan.

## 10.2                           The Optionee shall be responsible for anyand all taxes imposed, assessed or levied in connection with the Option.

## 10.3                           The headings of sections herein areincluded solely for convenience of reference and shall not affect the meaningof any of the provisions of the Terms and Conditions.

## 10.4                         The Terms and Conditions may be amendedonly by a writing executed by the Company and the Optionee which specificallystates that it is amending the Terms and Conditions.

## 10.5                         Thelaws of the State of Delaware shall govern the interpretation, validity andperformance of the Terms and Conditions regardless of the law that might beapplied under principles of conflicts of laws.

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## 10.6                         Any suit, action or proceeding against theOptionee with respect to the Terms and Conditions, or any judgment entered byany court in respect of any thereof, may be brought in any court of competentjurisdiction in the State of Minnesota, as the Company may elect in its solediscretion, and the Optionee hereby submits to the non-exclusivejurisdiction of such courts for the purpose of any such suit, action,proceeding or judgment.

## 10.7                           In the event that any provision of theTerms and Conditions shall be held by any court of competent jurisdictionillegal, invalid or unenforceable for any reason, such provision shall be fullyseverable, but shall not affect the remaining provisions of the Terms andConditions and the Terms and Conditions shall be construed and enforced as ifthe illegal, invalid or unenforceable provision had never been included herein.

## 10.8                         All notices and other communicationsprovided for herein shall be in writing and shall be deemed to have been dulygiven if delivered by hand (whether by overnight courier or otherwise) or sentby registered or certified mail, return receipt requested, postage prepaid, tothe party to whom it is directed:

If to the Company, to itat the following address (unless the Company informs the Optionee of analternative address and/or agent for notification purposes):

Northwest AirlinesCorporation

2700 Lone Oak Parkway

Dept. A1180

Eagan, MN  55121

Attn:  Secretary

If to the Optionee, tohim or her at the address set forth on the Notice of Grant; or at such otheraddress as the Company or the Optionee shall from time to time specify bynotice in writing to the other.

## 10.9                         The Notice of Grant may be executedelectronically and/or in two or more counterparts, but all such counterpartsshall constitute but one and the same instrument.

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