Exhibit
10.36


 


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  Barry P. Simon (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 November 1, 2004.


 


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


 


a)              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 November 1, 2004 through October 31, 2009) 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:

  
	
   

  	
   

  	
   

  	
   

  
	
  November 1,
  2004 to October 31, 2005

  	
   

  	
   

  	
  36%

  
	
   

  	
   

  	
   

  	
   

  
	
  November 1,
  2005 to October 31, 2006

  	
   

  	
   

  	
  36%

  
	
   

  	
   

  	
   

  	
   

  
	
  November 1,
  2006 to October 31, 2007

  	
   

  	
   

  	
  45%

  
	
   

  	
   

  	
   

  	
   

  
	
  November 1,
  2007 to October 31, 2008

  	
   

  	
   

  	
  45%

  
	
   

  	
   

  	
   

  	
   

  
	
  November 1,
  2008 to September 30, 2009

  	
   

  	
   

  	
  45%

  
	
  October 1,
  2009 to October 31, 2009

  	
   

  	
   

  	
  54%

  






 


b)             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 October 31, 2009, 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 December 7, 2004.


 


 


	
  NORTHWEST AIRLINES, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Douglas M. Steenland

  	
   

  	
  /s/ Barry P. Simon

  	
   

  
	
  Douglas M. Steenland

  	
  Barry P. Simon

  
	
  Chief Executive Officer

  	
   

  
				



 


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