**Exhibit10.3**

*Board ofDirectors Awards*

**Date**

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

**Name**

**Address1**

**Address2**
|                          | ** ** | **Award(1)**           |
|--------------------------|------------|------------------------|
| **Grant  Date**          |       | Date                   |
| ** **               |       |                   |
| **Grant  Award Type**    |       | Restricted Stock  Unit |
| ** **               |       |                   |
| **Units /  Shares**      |       | x,xxx                  |
| ** **               |       |                   |
| **Exercise  Price**      |       | n/a                    |
| ** **               |       |                   |
| **Grant  Date Value**(2) |       | $xx,xxx                |

 
| Vesting Schedule: | *** *** | **(# units)** |
|-------------------|--------------|---------------|
| ** **        | * *     | * *      |
| - 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)  Grant Date value is an estimate of thevalue of the Award as of the Grant Date. This value is equal to the number of units awarded multiplied by the FMVof a share of Common Stock on the Grant Date ($  .  pershare).

**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 access informationpertaining to your awards or request additional information, please contact                            .

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

 

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**NORTHWEST AIRLINESCORPORATION2007 STOCK INCENTIVE PLAN**

**RESTRICTED STOCK UNITAWARD**

**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 grantedrestricted stock units to the non-employee member of the Board of Directors ofthe Company (the “Grantee”) 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                                 “Award” shallmean the Restricted Stock Unit award granted to the Grantee as of the GrantDate on the terms and conditions set forth in these Terms and Conditions.

## 1.2                                  “Common Stock”shall mean the common stock, par value $.01 per share, of the Company or suchother securities or property as may become subject to the Award as a result ofan adjustment made pursuant to Section 13 of the Plan.

## 1.3                                  “Grant Date”shall mean the date of grant of theAward set forth on the Notice of Grant accompanying these Terms and Conditions.

## 1.4                                 “Restricted StockUnit” shall mean the right to receive on the dates set forth herein andsubject to the terms and conditions set forth in these Terms and Conditions thenumber of shares of Common Stock specified in the Notice of Grant, subject to adjustment as set forth in thePlan.

## 1.5                                 “Secretary”shall mean the Secretary of the Company.

## 1.6                                  “Vesting Date(s)”shall mean each of the vesting dates set forth in Section 3.1 hereof.

# **Section 2.****          The Restricted Stock UnitAward**

Effectiveas of the Grant Date, the Company granted to the Grantee pursuant to thePlan an Award of Restricted Stock Units with respect to the number of shares ofCommon Stock specified in the Notice of Grant (which shares may be adjustedpursuant to Section 13 of the Plan), subject to these Terms and Conditions.

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# **Section 3.****          Vesting; Forfeiture**

## 3.1                                 *Vesting. *Subjectto Sections 3.2 and 3.3 hereof, the Restricted Stock Units shall vest ininstallments as follows:

·                  [insertvesting schedule]

3.2                                 *Termination of Service as a Director*.  Subject to Section 3.3 hereof, in the eventGrantee ceases to be a member of the Company’s Board of Directors for anyreason prior to one or more of the Vesting Dates set forth in Section 3.1hereof, then a pro rata share of the portion of the Award subject to vesting onthe next succeeding Vesting Date based on the percentage of the current VestingPeriod that shall have elapsed through the date the Grantee ceased to be amember of the Board will become immediately vested and the remaining unvestedportion of the Award will be canceled immediately upon such date and theGrantee shall automatically forfeit all rights with respect to such portion ofthe Award.

## 3.3                                 *Change of Control*.  Notwithstanding any other provision of theseTerms and Conditions, in the event the Grantee ceases to be a member of theCompany’s Board of Directors in connection with a Change of Control, 100% of theRestricted Stock Units shall immediately vest (to the extent not previouslyvested).

# **Section 4.****          Restrictions on Transfer**

## Prior to the delivery of shares of Common Stock pursuant to Section 5in respect of the Restricted Stock Units, the Restricted Stock Units are nottransferable and may not be sold, transferred, pledged, assigned or otherwisealienated or hypothecated, other than by will or by the laws of descent anddistribution.  No right or benefithereunder shall in any manner be liable for or subject to any debts, contracts,liabilities or other obligations of the Grantee.

# **Section 5.****          Issuance of Shares**

Promptly upon vesting of anyportion of the Restricted Stock Units in accordance with Section 3 hereof, theCompany shall deliver to the Grantee or the Grantee’s legal representatives,beneficiaries or heirs the number of shares of Common Stock corresponding to suchvested portion of the Restricted Stock Units.  In the case of any non-certificated shares of Common Stock, delivery ofsuch shares may be accomplished by causing the Company’s stock transfer agentto record the Grantee as the owner of such shares and notifying the Granteeaccordingly.

# **Section 6.****          Securities LawRequirements**

By accepting the Award,the Grantee agrees that if at the time of delivery of shares of Common Stockfor the Restricted Stock Units issued hereunder any sale of Common Stock is notcovered by an effective registration statement filed under the Securities Actof 1933 (the “Act”), 

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the Grantee will acquire the shares of Common Stock forthe Grantee’s own account and without a view to resale or distribution inviolation of the Act or any other securities law, and upon any such acquisitionthe Grantee will enter into such written representations, warranties andagreements as the Company may reasonably request in order to comply with theterms of these Terms and Conditions, the Act or any other securities law.

# **Section 7.****          Award Does Not ConferStockholder Rights**

Grantee shall not haveany of the rights of a stockholder of the Company with respect to the RestrictedStock Units except and to the extent that, and until, shares of Common Stock aredelivered in respect thereof pursuant to Section 5. The Grantee shall not beentitled to receive any dividends with respect to the Restricted Stock Units whichbecome payable prior to the date(s) on which shares of Common Stock aredelivered to the Grantee pursuant to Section 5, nor shall the Grantee beentitled to vote the shares of Common Stock covered by the Restricted Stock Unitsprior to the delivery of such shares of Common Stock.

# **Section 8.****          General Provisions**

## 8.1                                 The Notice of Award ismade pursuant to the Plan and is subject to all of the terms and provisions ofthe Plan as if the same were fully set forth herein. By acceptance of theAward, the Grantee agrees to be bound by all of the terms, provisions,conditions and limitations of the Plan and the Terms and Conditions.  The Grantee hereby acknowledges receipt of acopy of the Plan.

## 8.2                                 Grantee shall beresponsible for any and all taxes imposed, assessed or levied in connectionwith the Award.

## 8.3                                 The headings ofsections herein are included solely for convenience of reference and shall notaffect the meaning of any of the provisions of the Terms and Conditions.

## 8.4                                 The Terms andConditions may be amended only by a writing executed by the Company and theGrantee which specifically states that it is amending the Terms and Conditions.

## 8.5                                 The laws of the Stateof Delaware shall govern the interpretation, validity and performance of the Termsand Conditions regardless of the law that might be applied under principles ofconflicts of laws.

## 8.6                                 Any suit, action orproceeding against the Grantee with respect to these Terms and Conditions, orany judgment entered by any court in respect of any thereof, may be brought inany court of competent jurisdiction in the State of Minnesota, as the Companymay elect in its sole discretion, and the Grantee hereby submits to the non-exclusivejurisdiction of such courts for the purpose of any such suit, action,proceeding or judgment.

## 8.7                                 In the event that anyprovision of the Terms and Conditions shall be held by any court of competentjurisdiction illegal, invalid or unenforceable for any reason, such provisionshall be fully severable, but shall not affect the remaining provisions of theseTerms and Conditions and these Terms and 

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## Conditions shall be construed and enforced as if the illegal, invalidor unenforceable provision had never been included herein.

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

If to the Company, to itat the following address (unless the Company informs the Grantee 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 Grantee, to himor her at the address set forth on the Notice of Grant; or at such otheraddress as the Company or the Grantee shall from time to time specify by noticein writing to the other.

## 8.9                                 The Notice of Grantmay be executed electronically and/or in two or more counterparts, but all suchcounterparts shall constitute but one and the same instrument.

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