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                        MANAGEMENT COMPENSATION AGREEMENT

                                     between

                            NORTHWEST AIRLINES, INC.

                                       and

                               J. TIMOTHY GRIFFIN

                                   dated as of

                               September 26, 1994


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                        MANAGEMENT COMPENSATION AGREEMENT

MANAGEMENT COMPENSATION AGREEMENT made as of the 26th day of September, 1994,
between Northwest Airlines, Inc., a Delaware corporation (the "Company") and J.
TIMOTHY GRIFFIN (the "Executive").

                                    PREAMBLE

The Company and Executive previously entered into a Management Compensation
Agreement dated as of February 26, 1993 (the "Prior Agreement"). As of September
26, 1994, the Company and Executive have agreed to replace the Prior Agreement
with this Agreement which shall supersede the Prior Agreement in all respects.
Until September 26, 1994, the Prior Agreement shall remain in full force and
effect.

In consideration of the foregoing and of the respective covenants and agreements
herein contained, the Company and Executive have agreed as follows:

1.       TERMS OF EMPLOYMENT

         1.1 EMPLOYMENT. The Company agrees to continue to employ Executive, and
         Executive agrees to continue to serve the Company, on the terms and
         conditions set forth herein.

         1.2 POSITION AND DUTIES. Executive shall continue to have his powers
         and duties as on the Effective Date and shall have such other powers
         and duties as may from time to time be prescribed by the Board,
         provided that such powers and duties are consistent with or represent a
         promotion from Executive's duties as of the Effective Date, unless
         otherwise consented to in writing by Executive. Executive shall devote
         substantially all his working time and efforts to the business and
         affairs of the Company and its subsidiaries.

2.       COMPENSATION

         2.1 BASE SALARY. Executive's Base Salary shall be his annual base
         salary in effect on the Effective Date, as increased thereafter by the
         Company. Executive's Base Salary in effect from time to time may only
         be reduced in connection with a Company-wide base wage reduction, by an
         amount not to exceed 20% of Base Salary in effect on the date of such
         Company-wide wage reduction. For purposes of calculating any other
         payments or benefits hereunder (except as specified in Section 2.4) any
         reductions in Base Salary shall be disregarded. Executive's Base Salary
         shall be payable in accordance with the Company's normal payroll
         policies.


         2.2 BONUS. Executive shall be entitled to participate in the Company's
         Key Employee Cash Incentive Bonus Program, and any successor annual
         bonus


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         plan, the terms and conditions of which shall be established by the
         Board in its sole discretion from time to time.

         2.3 EXPENSES. During the term of Executive's employment hereunder,
         Executive shall be entitled to receive prompt reimbursement for all
         reasonable expenses incurred in performing services hereunder, provided
         that Executive properly accounts therefor in accordance with written
         Company policy.

         2.4 COMPENSATION AND BENEFIT PROGRAMS OF THE COMPANY. Except as set
         forth below, Executive shall continue while employed hereunder to
         participate in the Company's employee compensation and benefit programs
         (or any successor programs) at levels in effect on the Effective Date.
         Exceptions to the preceding sentence are:

                  (a) Amounts payable to Executive under the Company's benefit
                  programs may be reduced to reflect a Company-wide benefit
                  reduction, in the same manner that Company employees are
                  generally affected by such reduction.

                  (b) Executive shall not participate in any severance pay plan
                  or annual bonus plan maintained by the Company except to the
                  extent necessary to receive any severance or bonus payments
                  specifically provided for hereunder.

3.       OTHER BENEFITS

         3.1 AIRLINE PASS. On December 1, 1994, if then employed by the Company,
         Executive shall become entitled to receive a lifetime airline pass for
         the personal use of such Executive and his spouse and children so long
         as the spouse and children are eligible for nonrevenue travel pursuant
         to the Company's pass policies (hereinafter, "Eligible Individuals").
         Such airline pass (the "Airline Pass") shall entitle Executive and
         Eligible Individuals to travel on regularly scheduled Northwest
         domestic and international flights, subject to charges then applicable
         to senior executives of the Company and their dependents, with boarding
         priority of (i) F-1 or the equivalent thereof for five years from and
         after the date such pass is issued. (ii) Y-1/F-2 or the equivalent
         thereof for the next succeeding five years and (iii) 2-R or the
         equivalent thereof after the aggregate ten-year period described in
         clauses (i) and (ii) above. Each Executive shall be responsible for any
         personal income tax liability arising from such pass travel. The
         Airline Pass shall be issued to Executive upon Executive's termination
         of employment with the Company.

3.2      STOCK OPTIONS.

                  (a)  Executive shall receive, under the 1994 Northwest
                  Airlines


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                  Corporation Stock Incentive Plan, a grant of nonqualified
                  options (the "Options") to acquire 15,269 shares of Class A
                  Common Stock of the Parent (the "Option Shares"). The exercise
                  price payable with respect to each Option Share covered by the
                  grant of Options described in this Section 3.2(a) shall be
                  $13.00.

                  (b) Executive's Options shall become exercisable as follows:

<TABLE>

                                             Percentage of Option Shares With
                  Date                       Respect to Which Option Exercisable
                                             -----------------------------------
<S>                                          <C>
                  March 25, 1995                              25%
                  March 25, 1996                              25%
                  March 25, 1997                              25%
                  March 25, 1998                              25%
</TABLE>

4.       TERMINATION OF EMPLOYMENT.

         4.1  UPON DEATH. Executive's employment hereunder shall terminate upon
         his or her death

         4.2 BY THE COMPANY. The Company may terminate Executive's employment
         hereunder at any time with or without Cause.

         4.3 BY THE EXECUTIVE. Executive may terminate his employment hereunder
         at any time for any reason.

         4.4 NOTICE OF TERMINATION PAYMENTS. Any termination of Executive's
         employment hereunder (other than by death) shall be communicated by 30
         days advance written Notice of Termination by the terminating party to
         the other party to this Agreement; provided that no advance Notice of
         Termination of Executive for Cause by the Company is required. Unless
         otherwise provided in Section 5, any amounts owed by the Company to
         Executive pursuant to Section 5 shall be paid on the Date of
         Termination.

5.       PAYMENTS IN THE EVENT OF TERMINATION OF EMPLOYMENT.

         5.1 PAYMENTS IN THE EVENT OF TERMINATION BY THE COMPANY FOR CAUSE OR
         VOLUNTARY TERMINATION BY EXECUTIVE. Except as provided in Section 5.3,
         if Executive's employment hereunder is terminated by the Company for
         Cause or by Executive other than for Good Reason, the Company shall pay
         Executive (a) his accrued and unpaid Base Salary through the Date of
         Termination and (b) any payments or other rights or benefits Executive
         may be entitled to receive pursuant to (i) any retirement, pension or
         other employee benefit or compensation plan or life insurance policy
         maintained by the Company at the


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         time or times provided therein or (ii) Section 3 hereof.

         5.2 PAYMENTS IN THE EVENT OF ANY OTHER TERMINATION OF EMPLOYMENT.
         Except as provided in Section 5.3, if Executive's employment hereunder
         is terminated by the Company other than for Cause, as a result of death
         or Disability or by Executive for Good Reason:

                  (a) The Company shall pay Executive (i) his accrued and unpaid
                  Base Salary through the Date of Termination, (ii) any bonus
                  under the Key Employee Cash Incentive Bonus Program, or any
                  successor annual bonus plan, (the "Incentive Bonus") for any
                  calendar year ended before the Date of Termination, (iii) a
                  pro rata share (based on days employed during the applicable
                  year) of the Incentive Bonus Executive would otherwise have
                  received with respect to the year in which the Date of
                  Termination occurs, payable at the time the Incentive
                  Bonus-would otherwise be payable to Executive; provided,
                  however, that 100% of the Incentive Bonus shall be determined
                  solely with reference to the financial performance of the
                  Company for the year (based on the goals previously
                  established with respect thereto) (rather than a portion of
                  the Incentive Bonus determined on the basis of individual
                  performance) and (iv) any payments or other rights or benefits
                  Executive may be entitled to receive pursuant to (x) any
                  retirement, pension or other employee benefit or compensation
                  plan or life insurance policy maintained by the Company at the
                  time or times provided therein or (y) Section 3 hereof.

                  (b) In addition to the compensation and benefits described in
                  Section 5.2(a):

                           (i) The Company shall pay or provide Executive a lump
                           sum amount equal to one times Executive's Base
                           Salary.

                           (ii) The Company shall provide to~ Executive the
                           Airline Pass described in Section 3.1 if Executive
                           has not yet become entitled to the Airline Pass.

                           (iii) Executive's pension shall vest with respect to
                           his years of employment with the Company and any
                           subsidiary of the Company.

                           (iv) Until the earlier of the second anniversary of
                           Executive's Date of Termination or the date Executive
                           is employed by a new employer, Executive, his
                           dependents, beneficiaries and estate shall be
                           entitled to all benefits under welfare benefit plans
                           of the Company (including, but not limited to,
                           medical and life insurance benefits) as if Executive
                           were still employed by the Company


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                           hereunder during such period. If any such benefits
                           cannot be provided to Executive for any reason, the
                           Company shall pay to Executive, or pay Executive the
                           cost of obtaining, such benefits. For purposes of
                           determining Executive's entitlement to continuation
                           coverage as required by Section 4980B of the Internal
                           Revenue Code of 1986, as amended (the "Code"),
                           Executive's 18 month or other relevant period of
                           coverage shall commence upon Executive's actual
                           termination of employment.

                  (c) Executive's receipt of payments under this Section 5.2
                  shall not be deemed to constitute a waiver of any claims
                  against the Company arising from his employment or termination
                  of employment.

                  (d) Executive shall not be required to mitigate the amount of
                  any payment provided for in this Section 5.2 by seeking other
                  employment or otherwise, and no such payment shall be offset
                  or reduced as a result of Executive obtaining new employment.

         5.3 PAYMENTS FOR CERTAIN TERMINATIONS OF EMPLOYMENT AFTER A CHANGE IN
         CONTROL. If Executive's employment terminates for any reason other than
         a termination by the Company for Cause, within six months following the
         second anniversary of a Change in Control, Executive shall receive all
         of the payments, and shall be accorded all of the rinhts set forth in

         5.4  EXCISE TAX.

                  (a) If any payment or distribution by the Company to or for
                  the benefit of Executive (whether paid or payable pursuant to
                  this Agreement or otherwise, but determined without regard to
                  any additional payments required under this Section 5.4 (a
                  "Payment")) is subject to the excise tax imposed by Section
                  4999 of the Code or any interest or penalties thereon
                  (together, the "Excise Tax"J, then Executive shall be entitled
                  to an additional payment (a "Gross-Up Payment") in an amount
                  such that after payment by Executive of all taxes including,
                  without limitation, any income taxes (together with any
                  interest or penalties thereon, the "Additional Income tax") or
                  any Excise Tax, imposed upon the Gross-Up Payment, Executive
                  retains an amount of the Gross-up Payment equal to the Excise
                  Tax imposed upon the Payments.

                  (b) Subject to Section 5.4(c), all determinations required to
                  be made under this Section 5.4, including whether a Gross-Up
                  Payment is required and the amount of such Gross-Up Payment,
                  shall be made by the firm of independent public accountants
                  selected by the Company to audit its financial statements (the
                  "Accounting Firm") which shall provide detailed supporting
                  calculations both to the Company and executive within fifteen


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                  (15) business days after the receipt of notice from Executive
                  that there has been a Payment, or such earlier time as is
                  requested by the Company. All fees and expenses of the
                  Accounting Firm shall be borne solely by the Company. Any
                  Gross-Up Payment, as determined pursuant to this Section 5.4,
                  shall be paid to Executive within five (5) business days after
                  the receipt of the Accounting Fir's determination. Any
                  determination by the Accounting Firm shall be binding upon the
                  Company and Executive. As a result of the uncertainty in the
                  application of Section 4999 of the Code at the time of the
                  initial determination by the Accounting Firm hereunder, it is
                  possible that additional Gross-Up payments should have been
                  made by the Company (an "Underpayment"). If the Company
                  exhausts its remedies pursuant to Section 5.4(c) and Executive
                  thereafter is required to make a payment of any Excise Tax,
                  the accounting Firm shall determine the amount of the
                  Underpayment that has occurred and any such Underpayment shall
                  be promptly paid by the Company to or for the benefit of
                  Executive.

                  (c) Executive shall notify the Company in writing of any claim
                  by the Internal Revenue Service that, if successful, would
                  require the payment by the Company of the Gross-Up Payment.
                  Such notice shall be given as soon as practicable but no later
                  than ten (10) business days after Executive knows of such
                  claim and shall apprise the Company of the nature and date of
                  requested payment of such claim. Executive shall not pay such
                  claim before the earlier of (x) the date thirty (30) days
                  after Executive's notice to the Company or (y) he date on
                  which payment of taxes with respect to such claim is due. If
                  the Company notifies Executive in writing prior to the
                  expiration of such period that it desires to contest such
                  claim, Executive shall:

                           (i) give the Company any reasonable requested
                           information relating to such claim;

                           (ii) take such action in connection with contesting
                           such claim as the Company shall reasonably request in
                           writing from time to time, including, without
                           limitation, accepting legal representation with
                           respect to such claim by an attorney reasonably
                           selected by the Company;

                           (iii) cooperate with the Company in good faith in
                           order to effectively contest such claim; and

                           (iv) permit the Company to participate in any
                           proceedings relating to such claim; provided, however
                           that the Company shall bear and pay directly all
                           costs and expenses (including additional interest and
                           penalties) incurred in connection with such contest
                           and shall


<PAGE>

                           indemnify and hold such Executive harmless, on an
                           after-tax basis, for any Excise Tax or additional
                           income Tax imposed as a result of such representation
                           and payment of costs and expenses. Without limiting
                           this Section 5.4(c), the Company shall control all
                           proceedings taken in connection with such contest
                           and, at its sole option, may (1 ) pursue or forgo any
                           and all administrative appeals, proceedings, hearings
                           and conferences with the taxing authority in respect
                           of such claim and (2) either direct Executive to pay
                           the tax claimed and sue for a refund or contest the
                           claim in any permissible manner. Executive agrees to
                           prosecute such contest to a determination before any
                           administrative tribunal, in a court of initial
                           jurisdiction and in one or more appellate courts, as
                           the Company shall determine; provided, however, that
                           if the Company directs such Executive to pay such
                           claim and sue for a refund, the Company shall advance
                           the amount of such payment to Executive, on an
                           interest-free basis, and shall indemnify and hold
                           Executive harmless, on an after-tax basis, from any
                           Excise Tax or Income Tax imposed with respect to such
                           advance; and further provided that any extension of
                           the statute of limitations for the taxable year of
                           Executive with respect to which such contested amount
                           is claimed to be due is limited to issues with
                           respect to which a Gross-Up Payment would be payable
                           hereunder and Executive shall be entitled to settle
                           or contest any other issue raised by the Internal
                           Revenue Service or any other taxing authority.

                           (d) If, after the receipt by Executive of any amount
                           advanced by the Company pursuant to Section 5.4(o),
                           Executive becomes entitled to receive any refund with
                           respect to such claim, executive shall (subject to
                           the Company's complying with the requirements of
                           Section 5.4(c)) promptly pay to the Company the
                           amount of such refund (together with any interest
                           paid or credited thereon after taxes applicable
                           thereto). If, after the receipt by Executive of an
                           amount advanced by the Company pursuant to Section
                           5.4(c), a determination is made that such Executive
                           shall not be entitled to any refund with respect to
                           such claim and the Company does not notify Executive
                           in writing of its intent to contest such denial of
                           refund prior to the expiration of thirty days after
                           such determination, then such advance shall be
                           forgiven and shall not be required to be repaid and
                           the amount of such advance shall offset, to the
                           extent thereof, the amount of any Gross-Up Payment
                           required to be paid.

6.       CONFIDENTIALITY; NON-COMPETE.

While employed by the Company and thereafter, Executive shall not disclose any
confidential information either directly or indirectly, to anyone (other than
the


<PAGE>

Company, its employees and advisors), or use such information for his own
account, or for the account of any other person or entity, without the prior
written consent of the Company or except as required by law. This
confidentiality covenant has no temporal or geographical restriction. Upon
termination of this Agreement, Executive shall promptly supply to the Company
all property and any other tangible product or document which has been produced
by, received by or otherwise submitted to Executive during or prior to his term
of employment, and shall not retain any copies thereof.

Executive acknowledges that his services are of special, unique and
extraordinary value to the Company. Accordingly, on or before September 26,
1998, in the event Executive resigns without Good Reason or is terminated for
Cause, Executive shall not at any time prior to the first anniversary of the
Date of Termination become an employee, consultant, officer, partner or director
of any air carrier which competes with the Company (or any of its affiliates) or
have any significant interest (I.E., 10% or more of the voting stock) in any
such air carrier.

Executive agrees that any breach of the terms of this Section 6 would result in
irreparable injury and damage for which there would be no adequate remedy at
law, and that, ,n the event of said breach or any threat of breach, the Company
shall be entitled to an immediate injunction and restraining order to prevent
such breach or threatened breach, without having to prove damages, in addition
to any other remedies to which the Company may be entitled at law or in equity.
Executive further agrees that the provisions of the covenant not to compete are
reasonable. Should a court determine, however, that any provision of the
covenant not to compete is unreasonable, either in period of time, geographical
area, o. otherwise, the parties hereto agree that the covenant should be
interpreted and enforced to the maximum extent which such court deems
reasonable. The provisions of this Section 6 shall survive any termination of
this Agreement and Executive's term of employment. The existence of any claim or
cause of action or otherwise, shall not constitute a defense to the enforcement
of the covenants and agreements of this Section 6.

7.       SUCCESSORS AND ASSIGNS.

         (a) This Agreement shall bind any successor to Significant Assets,
         whether by purchase, merger, consolidation or otherwise, in the same
         manner and to the same extent that the Company would be obligated under
         this Agreement if no such succession had taken place. Notwithstanding
         that a successor to Significant Assets becomes bound to this Agreement,
         the Company shall continue to be liable for the obligations hereunder
         as a guarantor. In any agreement providing for succession to
         Significant Assets, the Company shall cause each and every successor
         expressly and unconditionally to assume and agree to perform the
         Company's obligations under this Agreement.

         (b) In the event that another air carrier directly or indirectly
         acquires Significant Assets, the Company shall cause such airline to
         provide Executive and Eligible


<PAGE>



         Individuals with pass privileges equivalent to those provided under the
         Airline Pass described in Section 3.1.

         (c) This Agreement and all rights of Executive hereunder shall inure to
         the benefit of and be enforceable by, Executive's personal or legal
         representatives, executors, administrators, successors, heirs,
         distributees, devises and legatees.

8.       TERM.

The term of this Agreement shall commence on the Effective Date and end upon the
Executive's termination of employment. The rights and obligations of the Company
and Executive shall survive the termination of this Agreement to the extent
necessary to give effect to the terms hereof.

9.       NOTICES.

Notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered to and mailed
by United States mail, addressed: (a) if to Executive___________________________
____________________________________________________________________________ and
(b) if to the Company, c/o Northwest Airlines, Inc., 5101 Northwest Drive, St.
Paul, Minnesota 5511 1-3034, Attention: General Counsel, or to such other
address as may have been furnished in writing.

10.      INDEMNIFICATION.

The Company shall indemnify and hold Executive harmless, to the maximum extent
permitted by law, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by Executive, in
connection with any action or proceeding (or any appeal from any action or
proceeding) with respect to the Company or activities engaged in by Executive in
the course of employment with the Company in which Executive is made, or is
threatened to be made, a party or a witness.

11.      WITHHOLDING.

All payments required to be made by the Company hereunder shall be subject to
the withholding of such amounts as are required to be withheld pursuant to any
applicable law or regulation.

12.      CERTAIN DEFINED TERMS.

As used herein, the following terms have the following meanings:

"AGREEMENT" shall mean this Management Compensation Agreement, as the same may
be amended, supplemented or otherwise modified from time to time.


<PAGE>

"BASE SALARY" shall mean the annual salary of the Executive in effect from time
to time under Section 2.1.

"BOARD" shall mean the Board of Directors of the Company.

"CAUSE" shall mean with respect to termination of Executive's employment
hereunder (i) an act or acts of personal dishonesty by Executive intended to
result in substantial personal enrichment of Executive at the expense of the
Company, (ii) an act or acts of personal dishonesty by Executive intended to
cause substantial injury to the Company, (iii) material breach (other than as a
result of a Disability) by Executive of Executive's obligations under this
Agreement which action was (a) undertaken without a reasonable belief that the
action was in the best interest of the Company and (b) not remedied within a
reasonable period of time after receipt of written notice from the Company
specifying the alleged breach, or (iv) the conviction of Executive of a felony.

"CHANGE IN CONTROL" means any one of the following:

         (a) The acquisition by any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d3(2) or the Securities Exchange Act
         of 1934 (the "Exchange Act")) (a "Person") of beneficial ownership
         (within the meaning of Rule 1 3d-3 promulgated under the Exchange Act)
         of 50% or more of either (i) the then outstanding shares of Common
         Stock of Parent (the "Outstanding Parent Common Stock") or (ii) the
         combined voting power of the then outstanding voting securities of
         Parent entitled to vote generally in the election of directors (the
         "Outstanding Parent Voting Securities"); or

         (b) Individuals who, as of June 1, 1994, constitute the Board of
         Directors of Parent (the "Incumbent Board") cease for any reason to
         constitute at least a majority of such Board; provided, however, that
         any individual becoming a director subsequent to June 1, 1994, whose
         election, or nomination for election by Parent's shareholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of an actual or threatened election contest with
         respect to the election or removal of directors or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board of Directors of Parent: or

         (c) Approval by the shareholders of Parent of a reorganization, merger
         or consolidation (a "Business Combination"), in each case, unless,
         following such Business Combination, (i) all or substantially all of
         the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Parent Common Stock and Outstanding
         Parent Voting Securities immediately prior to such Business Combination
         beneficially own, directly or indirectly, more than 50% of,
         respectively, the then outstanding shares of common stock and the


<PAGE>

         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination
         (including, without limitation, a corporation which as a result of such
         transaction owns Parent through one or more subsidiaries) in
         substantially the same proportions as their ownership immediately prior
         to such Business Combination of the Outstanding Parent Stock and
         Outstanding Parent Voting Securities, as the case may be and (ii) at
         least a majority of the members of the board of directors of the
         corporation resulting from such Business Combination were members of
         the Incumbent Board at the time of the execution of the initial
         agreement or of the action of such Board, providing for such Business
         Combination; or

         (d) Approval by the shareholders of Parent of (i) a complete
         liquidation or dissolution of Parent or (ii) the sale or other
         disposition of all or substantially all of the assets of Parent, other
         than to a corporation with respect to which following such sale or
         other disposition, (X) more than 50% of, respectively, the then
         outstanding shares of common stock of such corporation and the combined
         voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners respectively, of the Outstanding Parent Common Stock
         and Outstanding Parent Voting Securities immediately prior to such sale
         or other disposition in substantially the same proportion as their
         ownership immediately prior to such sale or other disposition of the
         Outstanding Parent Common Stock and Outstanding Parent Voting
         Securities, as the case may be and (Y) at least a majority of the
         members of the board of directors of such corporation were members of
         the Incumbent Board at the time of the execution of the initial
         agreement, or other action of such Board, providing for such sale or
         other disposition of assets of Parent or were elected, appointed or
         nominated by the Incumbent Board.

"COMMON STOCK" shall mean all issued and outstanding common stock, of all
classes, of the Parent, including any outstanding securities convertible into
such common stock.

"DATE OF TERMINATION" shall mean, with respect to Executive, the date of
termination of Executive's employment hereunder after the notice period provided
by Section 4.4.

"DISABILITY" shall mean Executive's physical and mental condition which prevents
continued performance of his duties hereunder, if Executive establishes by
medical evidence that such condition will be permanent and continuous during the
remainder of Executive's life or is likely to be of at least three years'
duration.

"EFFECTIVE DATE" shall mean September 26, 1994.

"GOOD REASON" shall mean with respect to an Executive, any one or more of the


<PAGE>

following:

         (a) a material reduction in Executive's compensation or other benefits
         (except as permitted hereunder):

         (b) any material change in Executive's job responsibilities; provided
         that, so long as Executive retains a substantial part of his then
         current oversight responsibility, a transfer of a portion of such
         oversight responsibility of Executive shall not in and of itself
         constitute a material change in Executive's job responsibilities;

         (c) the relocation of the Company's principal executive offices to a
         location outside the Minneapolis-St. Paul Metropolitan Area;

         (d) a failure by the Company to comply with any material provision of
         this Agreement which has not been cured within ten (10) days after the
         Company knows or has notice of such noncompliance.

In order for an Executive's termination of his employment to be considered for
Good Reason, such termination must occur within one yea, after the event giving
rise to such Good Reason. Executive's continued employment shall not constitute
consent to, or a waiver of rights with respect to, any circumstance constituting
Good Reason hereunder.

"NOTICE OF TERMINATION" shall mean a notice specifying the Date of Termination,
which notice shall (i) indicate the specific termination provision (if any) in
this Agreement applicable to the termination, and (ii) set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated.

"PARENT" shall mean Northwest Airlines Corporation.

"PERSON" shall mean an individual, a corporation, a company, a voluntary
association, a partnership, a trust, an unincorporated organization or a
government or any agency, instrumentally or political subdivision thereof.

"SIGNIFICANT ASSETS" shall mean (i) all or substantially all of the assets
and/or business or outstanding voting securities, of the Company (ii) all or
substantially all of Northwest's routes between the United States and Japan.

"SUBSIDIARY" of a Person shall mean any corporation, partnership (limited or
general), trust or other entity of which a majority of the stock (or equivalent
ownership or controlling interest) having voting power to elect a majority of
the board of directors (if a corporation) or to select the trustee or equivalent
controlling interest, shall at the time such reference becomes operative, be
directly or indirectly owned or controlled by such Person or one or more of the
other subsidiaries of such Person or any combination thereof.


<PAGE>

"2-R" shall mean space available travel in first, business or coach class, with
boarding priority (i) ahead of the categories specified below category "2-R on
Exhibit A attached hereto and (ii) within category "2-R," based on seniority
with the Company.

"F-1" shall mean confirmed seating in first class or business class if first
class is not offered, with boarding priority (i) ahead of the categories
specified below category "F1 " on Exhibit A attached hereto and (ii) within
category "F-1," based on seniority with the Company.

"Y-1 /F-2" shall mean confirmed seating travel in coach class and space
available travel in first or business class, with boarding priority (i) ahead of
the categories specified below category "Y-a/F-2" in Exhibit A attached hereto,
and (ii) within category "Y-1 /F2," based on seniority with the Company.

13.      MISCELLANEOUS.

No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by Executive
and such officer as may be specifically designated by the Board. No agreements
or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. There shall be no right of set-off or
counterclaim,,in respect of any claim, debt or obligation, against any payments
to Executive, his dependents, beneficiaries or estate provided for in this
Agreement. In the event of a Bankruptcy Proceeding, the Company hereby agrees to
seek promptly the approval of the bankruptcy court to the assumption of this
Agreement by the debtor in such Bankruptcy Proceeding. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York, without regard to principles of conflicts
of laws.

14.      VALIDITY.

The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall remain in full force and effect.

15.      DISPUTES; REMEDIES.

If either the Company, on the one hand, or Executive, on the other hand,
breaches or threatens to commit a breach of the terms and conditions hereof, the
other party shall have the following rights and remedies:

         (a) Specific performance (I.E., the right and remedy to have the terms
         and conditions hereof specifically enforced by any court of competent
         jurisdiction), it being agreed that any breach or threatened breach of
         the terms and conditions


<PAGE>



         hereof would cause irreparable injury and that money damages may not
         provide an adequate remedy; and

         (b) Damages (I.E., the right to receive from any violator of the terms
         and conditions hereof, any and all damages, costs and expenses incurred
         by the injured party as a result of the breach of the terms and
         conditions hereof).

16.      NO LIMITATION.

Under no circumstances shall payment to Executive of any amount required to be
paid under any provision hereof, or provision to Executive of any other benefit
or compensation required to be provided under any provision hereof limit or
reduce any other obligation of the Company to make any payment or provide any
benefit to Executive pursuant to any other provision hereof.

17.      PARENT UNDERTAKING.

Northwest Airlines Corporation, as parent corporation to the Company, hereby
agrees to cause the Company to perform ail of its obligations hereunder and
Executive shall be deemed to have entered into this Agreement in reliance upon
the undertaking set forth herein.


                                     NORTHWEST AIRLINES, INC.



                                     by:  /s/ J. Timothy Griffin
                                        ------------------------

                                     NORTHWEST AIRLINES CORPORATION


                                     by:  /s/ Douglas M. Steenland
                                        ---------------------------



                                         /s/ Christopher E. Clouser
                                        ---------------------------