**Exhibit 10.3**

**FIRSTAMENDMENTOFNORTHWEST AIRLINESEXCESS PENSION PLAN FOR SALARIED EMPLOYEES(2001 Restatement)**

The “NORTHWEST AIRLINESEXCESS PENSION PLAN FOR SALARIED EMPLOYEES” was established by NorthwestAirlines, Inc., a Minnesota corporation, effective as of January 1,1985.  That Plan was amended and restatedin its entirety effective January 1, 1989 and effective January 1,1994.  That Plan was again amended andrestated in its entirety effective January 1, 2001 by the adoption of the “NORTHWESTAIRLINES EXCESS PENSION PLAN FOR SALARIED EMPLOYEES (2001 Restatement)”(hereinafter referred to as the “Plan document”).  The Plan document, as so adopted, is herebyamended in the following respects:

**1.                 GENERALSTATEMENT OF PURPOSE.  The purpose ofthis First Amendment is to implement the decision of Northwest Airlines, Inc.that the accrual of benefits under the Excess Plan permanently cease as of theAccrual Cessation Date hereinafter specified.**

(a)                                                                      This First Amendment shall not cause thetermination of the Plan document in the sense of winding up and fully payingbenefits earned.

(b)                                                                     Absent some further action by thiscorporation, the benefits due under the Plan document as of the AccrualCessation Date shall continue to be held and paid under the terms of the Plandocument as if there had been no cessation of accruals.

(c)                                                                      The Plan document and this FirstAmendment shall be construed and administered on a basis consistent with thisgeneral statement of purpose.  In givingfully and complete effect to this general statement of purpose, no significanceshall attach to the placement of the following rules in the Plan document or tothe repetition of some but not other of the following rules.

**2.                 CESSATIONOF ACCRUALS.  Effective as of the AccrualCessation Date, Section 1 of the Plan document is amended by addingthereto the following Section 1.3.**

1.3.              **AccrualsCease**.  Effective as of theAccrual Cessation Date, the accrual of benefits under this Excess Plan shallcease.

**3.                 PARTICIPATIONCLOSED.  Effective as of the AccrualCessation Date, Section 3.2 of the Plan document is amended by addingthereto the following sentence.**

No individual who has notbecome a Participant in this Excess Plan before the Accrual Cessation Dateshall thereafter become a Participant in this Excess Plan.

 

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**4.                 CESSATIONOF ACCRUALS.  Effective as of the AccrualCessation Date, Section 4 of the Plan document is amended by addingthereto the following Section 4.3.**

4.3.              **Cessationof Accruals**.  Because theQualified Pension Plan has been amended to cease the accrual of additionalbenefits as of the Accrual Cessation Date, the accrual of benefits under thisExcess Plan shall, necessarily and automatically, cease at that same time andin a similar manner.

**5.                 CLARIFICATION.  Effective as of the Accrual Cessation Date,Section 9.1 of the Plan document is amended to read as follows.**

9.1.              **Defined Terms**.  The Qualified Pension Planshall mean and refer to the “Northwest Airlines Pension Plan for SalariedEmployees” and the Qualified Pension Plan documents shall mean and refer to the“Northwest Airlines Pension Plan for Salaried Employees (2001 Restatement)” andamendments thereof.  Words and phrasesused in this Excess Plan with initial capital letters, which are defined in theQualified Pension Plan documents and which are not separately defined in thisExcess Plan, shall have the same meaning ascribed to them in the QualifiedPension Plan documents unless in the context in which they are used it would beclearly inappropriate to do so.

**6.                 SAVINGS CLAUSE.  Save and except as hereinbefore expresslyamended, the Plan document shall continue in full force and effect.**

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