Exhibit 10.3


FIRST
AMENDMENT

OF

NORTHWEST AIRLINES

EXCESS PENSION PLAN FOR SALARIED EMPLOYEES

(2001 Restatement)


The “NORTHWEST AIRLINES
EXCESS PENSION PLAN FOR SALARIED EMPLOYEES” was established by Northwest
Airlines, Inc., a Minnesota corporation, effective as of January 1,
1985.  That Plan was amended and restated
in its entirety effective January 1, 1989 and effective January 1,
1994.  That Plan was again amended and
restated in its entirety effective January 1, 2001 by the adoption of the “NORTHWEST
AIRLINES EXCESS PENSION PLAN FOR SALARIED EMPLOYEES (2001 Restatement)”
(hereinafter referred to as the “Plan document”).  The Plan document, as so adopted, is hereby
amended in the following respects:


1.                 GENERAL
STATEMENT OF PURPOSE.  The purpose of
this First Amendment is to implement the decision of Northwest Airlines, Inc.
that the accrual of benefits under the Excess Plan permanently cease as of the
Accrual Cessation Date hereinafter specified.


(a)                                                                      This First Amendment shall not cause the
termination of the Plan document in the sense of winding up and fully paying
benefits earned.


(b)                                                                     Absent some further action by this
corporation, the benefits due under the Plan document as of the Accrual
Cessation Date shall continue to be held and paid under the terms of the Plan
document as if there had been no cessation of accruals.


(c)                                                                      The Plan document and this First
Amendment shall be construed and administered on a basis consistent with this
general statement of purpose.  In giving
fully and complete effect to this general statement of purpose, no significance
shall attach to the placement of the following rules in the Plan document or to
the repetition of some but not other of the following rules.


2.                 CESSATION
OF ACCRUALS.  Effective as of the Accrual
Cessation Date, Section 1 of the Plan document is amended by adding
thereto the following Section 1.3.


1.3.              Accruals
Cease.  Effective as of the
Accrual Cessation Date, the accrual of benefits under this Excess Plan shall
cease.


3.                 PARTICIPATION
CLOSED.  Effective as of the Accrual
Cessation Date, Section 3.2 of the Plan document is amended by adding
thereto the following sentence.


No individual who has not
become a Participant in this Excess Plan before the Accrual Cessation Date
shall thereafter become a Participant in this Excess Plan.


 





















 


4.                 CESSATION
OF ACCRUALS.  Effective as of the Accrual
Cessation Date, Section 4 of the Plan document is amended by adding
thereto the following Section 4.3.


4.3.              Cessation
of Accruals.  Because the
Qualified Pension Plan has been amended to cease the accrual of additional
benefits as of the Accrual Cessation Date, the accrual of benefits under this
Excess Plan shall, necessarily and automatically, cease at that same time and
in a similar manner.


5.                 CLARIFICATION.  Effective as of the Accrual Cessation Date,
Section 9.1 of the Plan document is amended to read as follows.


9.1.              Defined Terms.  The Qualified Pension Plan
shall mean and refer to the “Northwest Airlines Pension Plan for Salaried
Employees” and the Qualified Pension Plan documents shall mean and refer to the
“Northwest Airlines Pension Plan for Salaried Employees (2001 Restatement)” and
amendments thereof.  Words and phrases
used in this Excess Plan with initial capital letters, which are defined in the
Qualified Pension Plan documents and which are not separately defined in this
Excess Plan, shall have the same meaning ascribed to them in the Qualified
Pension Plan documents unless in the context in which they are used it would be
clearly inappropriate to do so.


6.                 SAVINGS CLAUSE.  Save and except as hereinbefore expressly
amended, the Plan document shall continue in full force and effect.