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Exhibit 10.23  


 
 

MANAGEMENT COMPENSATION AGREEMENT    
    
    between    
    
    NORTHWEST AIRLINES, INC.    
    
    and    
    
    BERNARD L. HAN    
    
    dated as of    
    

September 27, 2002    
  








MANAGEMENT COMPENSATION AGREEMENT  


        MANAGEMENT COMPENSATION AGREEMENT made as of the 27th day of September, 2002 by and between Northwest Airlines, Inc., a Minnesota corporation
(the "Company") and Bernard L. Han (the "Executive"). 


PREAMBLE  


        The Company and Executive hereby desire to enter into a Management Compensation Agreement dated as of September 27, 2002. 


        1.    Terms of Employment.    



        1.1    Employment.    The Company agrees to employ Executive, and Executive agrees to be employed by the Company, on
the terms and conditions set forth herein. 


        1.2    Position and Duties.    During the term of Executive's employment hereunder, Executive shall serve as Executive
Vice President & Chief Financial Officer of the Company and shall have such powers and duties as may from time to time be prescribed by the Company. Executive shall devote substantially all his
working time and effort to the business and affairs of the Company and its affiliates. 




        2.    Compensation.    



        2.1    Base Salary.    Executive's Base Salary as of the Effective Date shall be $425,000. Executive's Base Salary in
effect from time to time may only be reduced in connection with a base wage reduction for salaried employees of the Company, by an amount not to exceed 20% of Base Salary in effect on the date of such
wage reduction. For purposes of calculating any other payments or benefits hereunder (except as specified in Section 2.6) any reductions in Base Salary shall be disregarded. Executive's Base
Salary shall be payable in accordance with the Company's payroll policies. 



        2.2    Bonus.    Executive shall be entitled to participate in the Company's Key Employee Annual Cash Incentive Plan
(the "KEACIP") or any successor annual bonus plan, the terms and conditions of which shall be established by the Board from time to time. For the 2002 plan year, Executive's target incentive will be
60% of his Base Salary and will be pro-rated from the Effective Date. In addition, within ten (10) days after the Effective Date Executive shall receive a sign-on bonus
in an amount equal to $300,000; provided that in the event Executive's employment is terminated by the Company for Cause or by Executive without Good
Reason on or before the first anniversary of the Effective Date, Executive will repay to the Company the full amount of the signing bonus. 


        2.3    Retention Payments.    As an inducement to Executive continuing his employment with the Company, the Company
shall pay Executive five (5) payments in the amount of $100,000 each (each, a "Retention Payment" and, collectively, the "Retention Payments") payable on December 31 of 2003, 2004, 2005,
2006 and 2007, subject to Executive remaining an active employee of the Company on the applicable payment dates. Each such retention payment shall be a current inducement to Executive to continue
employment with the Company through the next retention payment date. 



        2.4    Long-Term Incentive Compensation.    Subject to approval by the Compensation Committee, Executive
shall receive: 



        (a)  a
non-qualified stock option to purchase 150,000 shares of common stock, par value $.01 per share of the Company (the "Common Stock") pursuant to the
Company's 2001 Stock Incentive Plan (the "2001 Plan") on the terms and conditions set forth in a Non-Qualified Stock Option Agreement which shall be provided to Executive by the Corporate
Secretary; 


        (b)  a
deferred stock award for 10,000 shares of Common Stock pursuant to the Company's 1999 Stock Incentive Plan (the "1999 Plan") on the terms and conditions set forth 







 






in a Deferred Stock Award Agreement which shall be provided to Executive by the Corporate Secretary; 


        (c)  a
phantom unit award for 39,600 units pursuant to the Company's 2001 Plan on the terms and conditions set forth in a Phantom Stock Unit Award Agreement which shall be
provided to Executive by the Corporate Secretary; and 


        (d)  an
award of ten (10) points pursuant to the Company's E-Commerce Incentive Compensation Program on the terms and conditions set forth in an Award
Notice which shall be provided to Executive by the Corporate Secretary. 




        In
addition, in the event the Company adopts a new long-term cash incentive plan, Executive shall be eligible to participate in such plan on the same terms and conditions as
are applicable to other senior executives of the Company. 



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


        2.6    Compensation and Benefit Programs of the Company.    Except as set forth below, Executive shall, while employed
hereunder, participate in the Company's employee compensation and benefit programs (or any successor programs). Exceptions to the preceding sentence are: 



        (a)  Amounts
payable to Executive under the Company's benefit programs may be reduced to reflect a benefit reduction for salaried employees of the Company in the same manner
that salaried 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. 




        2.7    MERP.    During the term of Executive's employment hereunder, Executive shall be reimbursed by the Company for
all out of pocket medical and dental expenses incurred by Executive or his eligible dependents and not otherwise paid or provided for under any medical or dental plan maintained for the benefit of
Executive. 


        2.8    Retirement Plans.    During the term of Executive's employment hereunder, Executive shall be entitled to
participate in the Company's retirement plans for management employees of the Company. Under the terms of the Northwest Airlines Excess Pension Plan for Salaried Employees (the "Excess Plan"), the
Company shall establish an initial account balance for Executive and, for purposes of calculating Executive's initial account balance, the Company shall credit Executive with pay equal to
$2 million and pay credits equal to 10 percent (10%). In addition, subject to approval by the Compensation Committee, on or before eighteen (18) months following the Effective
Date Executive shall become eligible to participate in the Northwest Airlines Supplemental Executive Retirement Plan (the "SERP") on terms and conditions to be determined by the Compensation
Committee. 




        3.    Other Benefits.    



        3.1    Airline Pass.    In the event Executive remains an active employee of the Company from the Effective Date
through the third anniversary thereof, Executive shall be entitled to receive, upon termination of employment, lifetime airline pass privileges for the personal use of Executive and his spouse or
registered domestic partner and dependent children so long as spouses, registered domestic partners and dependent children of employees generally are eligible for nonrevenue travel pursuant to the
Company's pass policies (hereinafter, "Eligible Individuals"). 



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Such airline pass privileges (the "Airline Pass") shall entitle Executive and Eligible Individuals to travel on regularly scheduled Northwest domestic and international flights, subject to all
charges and fees then applicable to active management employees of the Company and their dependents and pursuant to the Company's pass policies in effect from time to time, with boarding priority of
F-1 or the equivalent thereof for ten (10) years from and after the date such pass is issued and 1-R or the equivalent thereof after such ten year period. Executive
shall be responsible for any personal income tax liability arising from such pass travel. Notwithstanding the foregoing, all benefits under this Section 3.1 shall immediately and permanently
cease in the event Executive violates the Company's pass policies in connection with such travel and/or in the event that Executive is or becomes, at any time thereafter, an employee of any of the top
five (5) airlines in the United States (other than the Company) ranked by revenue passenger miles. 



        3.2    Medical and Dental Benefits.    In the event Executive remains an active employee of the Company from the
Effective Date through the third anniversary thereof, Executive and his eligible dependents (only as long as they shall remain eligible dependents) shall be entitled to participate for the life of
Executive in the Company's medical and dental plans generally applicable to all management employees of the Company under the same terms and conditions as shall apply to such management employees;  provided, however, that if Executive becomes employed by another employer, such coverage shall become
secondary to any coverage provided by such employer for the period in which Executive is entitled to such coverage. 




        4.    Termination of Employment.    



        4.1    Upon Death.    Executive's employment hereunder shall terminate upon his 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 thirty (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. 




        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.    If
Executive's employment hereunder is terminated by the Company for Cause, as a result of death or Disability 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 vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to
the terms of any written retirement, pension or other employee benefit or compensation plan maintained by the Company at the time or times provided therein. 


        5.2    Payments in the Event of Any Other Termination of Employment.    If Executive's employment hereunder is
terminated by the Company other than for Cause, 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 




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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); provided, further, in the event that Company's
performance exceeds 100% of the financial performance target for the year, that portion of the Incentive Bonus that would have, but for this Section 5.2(a), related to the achievement of the
individual performance target shall be 100% and (iv) any vested or accrued and unpaid payments, rights or benefits Executive may be otherwise entitled to receive pursuant to the terms of
(x) any written retirement, pension or other employee benefit or compensation plan 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 Executive, no later than thirty (30) days following Executive's termination of employment, a lump sum amount equal to two (2) times
the sum of (i) Executive's annual Base Salary and (ii) the target Incentive Bonus for Executive with respect to the year in which the Date of Termination occurs (or if no target has been
set for that year, the target Incentive Bonus for the immediately preceding year). 


        (ii)  Until
the earlier of the fourth 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 the Company's group life insurance as if Executive were still employed by the Company hereunder during such period. 




        (c)  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. 


        (d)  Notwithstanding
anything else to the contrary in this Agreement, the Company's obligation regarding the payments and other benefits provided for in Sections
5.2(a)(iii) and (iv) and 5.2(b)(i) and (ii) is expressly conditioned upon the execution, delivery and non-revocation of a general release in the form attached
hereto as Attachment A. 




        5.3    Board/Committee Resignation.    Executive's termination of employment for any reason, shall constitute, as of
the date of such termination and to the extent applicable, a resignation as an officer of the Company and a resignation from the Board (and any committees thereof) and the Board of Directors (and any
committees thereof) of any of the Company's affiliates and from the board of directors or similar governing body of any corporation, limited liability company or other entity in which the Company or
any affiliate holds an equity interest and with respect to which board or similar governing body Executive serves as the Company's or such affiliate's designee or other representative. 




        6.    Confidentiality; Non-Compete; Non-Solicitation; Nondisparagement.    


        While
employed by the Company and thereafter, Executive shall not disclose any Confidential Information either directly or indirectly, to anyone (other than appropriate Company 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. For purposes of this Agreement, "Confidential Information" shall mean all non-public information respecting the
Company's business, including, but not limited to, its services, pricing, scheduling, products, research and development, processes, customer lists, marketing plans and strategies, financing plans and
the terms and provisions 


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of this Agreement, but excluding information that is, or becomes, available to the public (unless such availability occurs through an unauthorized act on the part of the Executive). Upon termination
of this Agreement, Executive shall promptly supply to the Company all property and any other tangible product or document that 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, Executive shall not at any time prior to the first anniversary of the
Date of Termination, whether on Executive's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly solicit or
encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates. 



        While
employed by the Company and thereafter, Executive agrees not to make any untruthful or disparaging statements, written or oral, about the Company, its affiliates, their
predecessors or successors or any of their past and present officers, directors, stockholders, partners, members, agents and employees or the Company's business practices, operations or personnel
policies and practices to any of the Company's customers, clients, competitors, suppliers, investors, directors, consultants, employees, former employees, or the press or other media in any country. 


        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, in 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. 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 the Company, 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. 


        (b)  This
Agreement shall not be assignable by Executive. 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, distributes, 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 fullest 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, to the address set forth on the signature page hereto, and 


        (b)  if
to the Company, c/o Northwest Airlines, Inc., 2700 Lone Oak Parkway, Eagan, Minnesota 55121, Attention: General Counsel, 




or,
in each case, to such other address as may have been furnished in writing. 


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        10.    Withholding.    


        All
payments required to be made by the Company hereunder shall be subject to the withholding and/or deduction of such amounts as are required to be withheld or deducted pursuant to any
applicable law or regulation. The Company shall have the right and is hereby authorized to withhold or deduct from any compensation or other amount owing to Executive, applicable withholding taxes and
deductions and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes or deductions. 



        11.    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 in accordance herewith. 


        "Base Salary" shall mean the 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 by the Company of Executive's employment hereunder (i) an act or acts of dishonesty
by Executive resulting in, or intended to result in, directly or indirectly, any personal enrichment of Executive, (ii) an act or acts of 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 interests 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, (iv) Executive's conviction of, or plea of nolo contendere to, a crime constituting (a) a felony under the laws of any country, the United States or any state thereof
or (b) a misdemeanor involving moral turpitude or (v) a material breach of (a) the Company's Code of Business Conduct or (b) the provisions of this Agreement. 


        "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of the Company or any Subcommittee thereof. 



        "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 or 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 (3) years duration. 


        "Effective Date" shall mean October 14, 2002. 


        "Good Reason" shall mean with respect to an Executive, any one or more of the following: 



        (a)  a
material reduction in Executive's Base Salary or level of target bonus under the KEACIP or any successor bonus plan (except as permitted hereunder); 


        (b)  except
as otherwise provided in Section 1.2, any substantial and sustained diminution in Executive's authority or responsibilities hereunder; 



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


        (d)  a
failure by the Company to comply with any provision of this Agreement; 



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provided, however, that the foregoing events shall constitute Good Reason only if the Company fails to
cure such event within thirty (30) days after receipt from Executive of written notice of the event which constitutes Good Reason;  provided, further,
that "Good Reason" shall cease to exist for an event on the 60th day
following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. 


        In
order for Executive's termination of his employment to be considered for Good Reason, such termination must occur within one (1) year 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. 


        12.    Executive Representation.    


        Executive
hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder
shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound. 



        13.    Amendment.    


        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 an authorized officer
of the Company. 


        14.    Governing Law.    


        The
validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Minnesota, without regard to principles of conflicts of laws. 



        15.    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. 


        16.    Arbitration.    


        Except
as otherwise provided in Section 17 of this Agreement, all disputes and controversies arising from or in conjunction with Executive's employment with, or any termination
from, the Company and all disputes and controversies arising under or in connection with this Agreement (except claims for vested benefits brought under ERISA) shall be settled by mandatory
arbitration conducted before one arbitrator having knowledge of employment law in accordance with the rules for expedited resolution of employment disputes of the American Arbitration Association then
in effect. The arbitration shall be held in the Minneapolis/St. Paul metropolitan area at a location selected by the Company. The determination of the arbitrator shall be made within thirty
(30) days following the close of the hearing on any dispute or controversy and shall be final and binding on the parties. The parties hereby waive their right to a trial of any and all claims
arising out of this Agreement or breach of this Agreement. All costs and expenses incurred in connection with any arbitration including, without limitation, arbitrator and attorney's fees, shall be
paid by the nonprevailing party in the arbitration unless the arbitrator determines that such expenses must be otherwise allocated under applicable law to maintain the validity of this
Section 16. 


        17.    Specific Performance.    


        Notwithstanding
Section 16 of this Agreement, if Executive breaches or threatens to commit a breach of Section 6 of this Agreement, the Company shall have the right to
specific performance (i.e., 


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the right and remedy to have the terms and conditions of Section 6 specifically enforced by any court of competent jurisdiction), it being agreed that any breach or threatened breach of
Section 6 would cause irreparable injury and that money damages may not provide an adequate remedy. 


        18.    Cooperation.    


        Executive
shall provide his reasonable cooperation in connection with any investigation, action or proceeding (or any appeal from any action or proceeding) which relates to events
occurring during Executive's employment hereunder. This provision shall survive any termination of this Agreement. 


        19.    Compensation Limitation.    


        Notwithstanding
the foregoing, Executive and the Company agree that (i) to the extent permitted by the Air Transportation Safety and System Stabilization Act (the "Act") any
payments or benefits payable to Executive under this Agreement (including, without limitation, payments under Sections 2 and 5 hereof) or pursuant to any other compensation or benefit plan of the
Company or other arrangement between the Company and Executive that do not comply with the Act shall be deferred until such payments or benefits may be paid under the Act, and (ii) to the
extent the Act does not permit the deferral of any such payments or benefits, the maximum compensation and/or severance Executive may receive from the Company under this Agreement or any other
compensation or benefit plan of the Company or other arrangement between the Company and Executive will not exceed the amount allowed under the Act. 


        20.    Entire Agreement.    


        This
Agreement, together with the Release, any award agreement between the Company and Executive entered into pursuant to the Company's stock incentive plans, the Company's employee
benefit plans in which Executive will participate as provided in this Agreement contain the entire understanding between the Company and Executive with respect to Executive's employment with the
Company and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate of the Company and Executive with respect to Executive's employment. 


        IN
WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the day and year first above written. 



	 	 	NORTHWEST AIRLINES, INC.
	

 	
 	

By:	
 	

        
 Richard H. Anderson

Chief Executive Officer
	

 	
 	

EXECUTIVE:
	

 	
 	

 Bernard L. Han
	

 	
 	
Executive's Address:

7649 E. Oberlin Way

Scottsdale, AZ 85255




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   Attachment A  


GENERAL RELEASE  



        WHEREAS,                          (the "Executive") has
been employed by Northwest Airlines, Inc. ("Northwest"); and 


        WHEREAS,
Executive's employment with Northwest has terminated; and 


        WHEREAS,
Executive and Northwest have reached a full and final compromise and settlement of all matters, disputes, causes of action, claims, contentions and differences between them and
Northwest's divisions, merged entities and affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, officers, directors, trustees, employees, agents, stockholders,
administrators, representatives, attorneys, insurers or fiduciaries, past, present or future (the "Released Parties"), including but not limited to any and all claims arising from or derivative of
Executive's employment with Northwest and his termination from employment with Northwest; 


        WHEREAS,
in return for Northwest performing its obligations as provided for herein and as set forth in the Management Compensation Agreement dated as of
                        , 2001, by and between Northwest and Executive (the "Agreement"), Executive will execute and comply
fully with the terms of this General Release (the
"Release"); 


        WHEREAS,
Executive (i) understands that in executing the Release he is, inter alia, giving up rights and claims under the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621 et seq. ("ADEA"), and (ii) has been given a period of not less
than twenty-one (21) days within which to consider this Release; 


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, Executive and Northwest agree and covenant as follows: 



        1.    By
entering into this Release, the Released Parties do not admit, and each specifically denies any liability, wrongdoing or violation of any law, statute, regulations,
agreement or policy. 


        2.    Executive's
employment with Northwest shall be terminated effective                         ,
            . 


        3.    In
consideration of the obligations of Executive as set forth in this Release and the Agreement, and in full settlement and final satisfaction of any and all claims,
contractual or otherwise, which Executive had, has or may have against Northwest and/or the Released Parties with respect to his employment, termination from employment with Northwest, or otherwise
arising on or prior to the date of execution of this Release, Northwest shall pay to Executive the payments and benefits to which Executive is entitled under the Agreement. This Release shall not
pertain to any claim alleging that Northwest has failed to comply with any obligations created by this Release or that Northwest has failed to pay to Executive the payments and benefits to which
Executive is entitled under the Agreement upon termination of Executive's employment. 


        4.    (a)
Executive, for and in consideration of the payments as set forth in the Agreement and for other good and valuable consideration, hereby releases and forever
discharges and covenants not to sue, and by this Release does release and forever discharge, the Released Parties of and from all debts, obligations, promises, covenants, collective bargaining
obligations, agreements, contracts, endorsements, bonds, controversies, suits or causes of actions known or unknown, suspected or unsuspected, of every kind and nature whatsoever, which may heretofore
have existed or which may now exist, including but not limited to those arising under the ADEA, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e,  et seq., Executive
Order 11246, 30 Fed. Reg. 12319; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. Section 1001,  et seq., the Americans With Disabilities Act, as amended, 42 U.S.C.
Section 12101, et seq., the
Federal Equal Pay Act, 29 U.S.C. 


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Section 2061, et seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981, et
seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701, et seq., the Family and Medical Leave Act of
1992, 29 U.S.C. Section 2601, et seq., the Minnesota Human Rights Act, Minn. Stat. Section 363.01, et
seq., and any all state or local constitutions and/or laws regarding employment discrimination and/or federal, state or local constitutions and/or laws of any type or
description regarding employment as well as any claim for breach of contract, wrongful discharge, breach of any express or implied promise, misrepresentation, fraud, whistleblowing, retaliation,
violation of public policy, infliction of emotional distress, defamation, promissory estoppel, invasion of privacy or any other theory or claim, whether legal or equitable, including but not limited
to any claims arising from or derivative of Executive's employment with Northwest and Executive's termination of employment with Northwest or otherwise. Executive acknowledges that he has not been
discriminated against on the basis of age, sex, disability, race, ethnicity, religion or any other protected class status. 



        (b)  Without
in any way limiting the foregoing, this Release shall not affect any present or future indemnification obligations that Northwest and the Released Parties may
have to Executive pursuant to any charter, by-law, agreement or policy of insurance. 


        (c)  This
Release shall not affect Executive's rights under one or more Non-Qualified Stock Option Agreements, Deferred Stock Award Agreement or Phantom Stock
Unit Award Agreement between Northwest and the Executive governing the terms of any stock option grant or other stock award outstanding on the date hereof, which rights shall continue to be governed
by the terms of the agreement applicable to such stock option or other stock award. 



        5.    Executive
covenants and agrees not to sue nor authorize any other party, either governmental or otherwise, to file any grievances, arbitration or commence any other
proceeding, administrative or judicial, against the Released Parties in any court of law or equity, or before any administrative agency, with respect to any matter relating to this Agreement or to
matters occurring during Executive's employment with Northwest. 


        6.    The
Released Parties and Executive understand and agree that the terms of this Release and the Agreement are confidential. 



        7.    Executive
agrees not to make any untruthful or disparaging statements, written or oral, about Northwest, the Released Parties or Northwest's personnel policies and
practices to any of Northwest's customers, competitors, suppliers, employees, former employees, or the press or other media. Except as herein contemplated, Executive also agrees that he will not
voluntarily participate in any proceeding of any kind brought against the Released Parties relating to this Agreement or to matters occurring during Executive's employment with Northwest. 


        8.    (a)
The parties agree that this Release should be construed in accordance with the laws of the State of Minnesota, exclusive of Minnesota choice of law provisions. 



        (b)  The
parties agree that any and all further legal proceedings between Executive and the Released Parties, whether arising under statute, constitutions, contract, common
law or otherwise, including the issue of arbitrability, will be submitted for resolution exclusively pursuant to the arbitration provision contained in the Agreement. The parties hereby waive their
right to a trial of any and all claims arising out of this Release or breach of this Release. 


        (c)  Should
any provision of this Release be found to be in violation of any law, or ineffective or barred for any reason whatsoever, the remainder of this Release shall be
in full force and effect to the maximum extent permitted by law. 


        9.    Northwest
and Executive agree to execute such other documents to take such other actions as may be reasonably necessary to further the purposes of this Release. 


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        10.  (a)
Executive acknowledges and agrees that, in deciding to execute this Release, he has had the opportunity to consult with legal, financial and other personal advisors
of his own choosing as he deems appropriate, in assessing whether to execute this Release. Executive represents and acknowledges that no representations, statement, promise, inducement, threat or
suggestion has been made by Northwest or the Released Parties to influence Executive to sign this Release except such statements as are expressly set forth herein. Executive agrees that he has been
given a minimum of twenty-one (21) days within which to consider the terms and effects of this Release insofar as it relates to settlement and release of potential claims under the
ADEA, and to consult with, and to ask any questions that he may have of anyone, including legal counsel and other personal advisors of his own choosing, and that he has executed this Release
voluntarily and with full understanding of its terms and effects. 


        (b)  Executive
has the right to rescind this Release as far as it extends to potential claims under Minn. Stat. Ch. 363 (prohibiting discrimination in employment) by written
notice to the Company within 15 calendars days following the execution of this Release. Executive also has the right to revoke this Release as far as it extends to potential claims under the Age
Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., by informing the Company of his intent to revoke this Release within seven
calendar days following the execution of this Release. To be effective, notice, rescission or revocation must be in writing and must be delivered either by hand or by mail to Douglas M. Steenland,
Executive Vice President & Chief Corporate Officer of Northwest Airlines, Inc., Department A1180, 5101 Northwest Drive, St. Paul, Minnesota, 55111-3034, within the specified
period. If a notice of rescission or revocation is delivered by mail, it must be: (i) postmarked within the 15 or 7 day period, respectively, (ii) properly addressed to
Mr. Steenland as set forth above, and (iii) sent by certified mail return receipt requested. This Release shall not become effective or enforceable until the 15 or 7 day periods
described above have expired. No payments shall be due, owing or paid by Northwest unless and until this Release becomes effective. 



        This
Release may not be changed or modified, except by a written instrument signed by Executive and Northwest. 



	NORTHWEST AIRLINES, INC.	 	EXECUTIVE:
	

/s/ Richard H. Anderson
 Richard H. Anderson

Chief Executive Officer	
 	

/s/ Bernard L. Han
 Bernard. L. Han




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MANAGEMENT COMPENSATION AGREEMENT between NORTHWEST AIRLINES, INC. and BERNARD L. HAN dated as of September 27, 2002