Exhibit 10.35


 


ANCILLARY AGREEMENT


under


 


NORTHWEST AIRLINES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2001 Restatement)


 


THIS AGREEMENT, Made and entered into by and
between Northwest Airlines, Inc., a Minnesota corporation, (the “Employer”)
and  Andrew C. Roberts (the “Participant”).


 


WHEREAS, Employer has established a nonqualified plan of deferred
compensation for the benefit of a select group of management or highly
compensated employees currently set forth in a document entitled “Northwest
Airlines Supplemental Executive Retirement Plan (2001 Restatement)”
(hereinafter the “2001 SERP Restatement”); and


 


WHEREAS, The Plan maintained pursuant to the 2001 SERP Restatement
(sometimes referred to as the “SERP”) contemplates that certain terms and
provisions may be varied pursuant to a separate written agreement by and
between Employer and Participant known as an “Ancillary Agreement”; and


 


WHEREAS, The Employer and the Participant agree that upon executing
this Ancillary Agreement, Participant’s SERP benefit will be computed under and
governed solely by Part B of the 2001 SERP Restatement and not Part A of the
2001 SERP Restatement.


 


NOW THEREFORE, IT IS HEREBY AGREED, By and
between Employer and Participant as follows:


 


1)              DATE OF PARTICIPATION.  Participant’s effective date for the
commencement of SERP participation is December 1, 2002.


 


2)              SPECIAL ARRANGEMENTS.  For the purpose of computing Participant’s
benefits under the SERP, the following special rules shall apply.


 


a)              FAE Formula.  For the purposes of computing Participant’s
Final Average Earnings Annuity pursuant to Section 4.1.1(a)(1)(iii) of the
2001 SERP Restatement, Participant’s actual Benefit Service shall be increased
annually by two (2) additional deemed years of Benefit Service for each actual
year of employment completed by the Participant after the Participant’s
effective date for the commencement of SERP participation (not to exceed ten
additional deemed years over and above the actual Benefit Service).


 


b)             CB Increased Pay Credit
Percentage.  For the purpose
of determining Participant’s applicable pay credit percentage pursuant to Section 4.1.1(b)(1)(iii)
of the 2001 SERP Restatement the Participant shall receive (during the period
from December 1, 2002 through November 30, 2007) three times the pay
credit that the Participant would otherwise be entitled to receive (i.e., the “actual”
plus two “deemed”).  Therefore, the
Participant’s applicable pay credit percentage during the following periods
shall be as follows:


 


1





















 




	
  With respect to Participant’s Earnings

  attributable to the following periods:

  	
   

  	
  Participant’s applicable pay

  credit percentage shall be:

  
	
   

  	
   

  	
   

  
	
  December 1, 2002 to October 31, 2003

  	
   

  	
   

  	
  24%

  
	
  November 1, 2003 to November 30, 2003

  	
   

  	
   

  	
  30%

  
	
   

  	
   

  	
   

  	
   

  
	
  December 1, 2003 to November 30, 2004

  	
   

  	
   

  	
  30%

  
	
   

  	
   

  	
   

  	
   

  
	
  December 1, 2004 to November 30, 2005

  	
   

  	
   

  	
  30%

  
	
   

  	
   

  	
   

  	
   

  
	
  December 1, 2005 to July 31, 2006

  	
   

  	
   

  	
  30%

  
	
  August 1, 2006 to November 30, 2006

  	
   

  	
   

  	
  36%

  
	
   

  	
   

  	
   

  	
   

  
	
  December 1, 2006 to November 30, 2007

  	
   

  	
   

  	
  36%

  






 


c)              CB Generally Applicable
Pay Credit Percentage.  For
the purpose of determining Participant’s applicable pay credit percentage
pursuant to Section 4.1.1(b)(1)(iii) of the 2001 SERP Restatement during
periods subsequent to November 30, 2007, Participant’s applicable pay credit
percentage shall be determined under the generally applicable rules of the
Pension Plan; provided, however, that in applying those rules, Participant’s
actual Benefit Service shall be increased by all additional deemed years of
Benefit Service.


 


3)              INTEGRATION.  This agreement is intended to be and is an
Ancillary Agreement as that term is used in the SERP.  Insofar as this Ancillary Agreement relates
to Participant’s entitlement under the SERP, this Ancillary Agreement
represents the entire agreement of Participant and Employer and supercedes all
prior agreements and understandings, written or otherwise.  In no event shall this Ancillary Agreement
and any other agreement be construed or interpreted to provide duplicate
benefits.


 


IN WITNESS WHEREOF, Employer and Participant have executed this
Ancillary Agreement as of November 7, 2002.


 


 


	
  NORTHWEST AIRLINES, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Richard H. Anderson

  	
   

  	
  /s/ Andrew C. Roberts

  	
   

  
	
  Richard H. Anderson,

  	
  Andrew C. Roberts

  
	
  Chief Executive Officer

  	
   

  
				



 


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