0000912057-02-013064 Sample Contracts

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MANAGEMENT COMPENSATION AGREEMENT
Management Compensation Agreement • April 1st, 2002 • Northwest Airlines Corp • Air transportation, scheduled • Minnesota

MANAGEMENT COMPENSATION AGREEMENT made as of the 14th day of January, 2002 between Northwest Airlines, Inc., a Minnesota corporation (the "Company") and Philip C. Haan (the "Executive").

NORTHWEST AIRLINES CORPORATION 2001 STOCK INCENTIVE PLAN Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • April 1st, 2002 • Northwest Airlines Corp • Air transportation, scheduled • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") dated as of , 20 is entered into between NORTHWEST AIRLINES CORPORATION, a Delaware corporation (the "Company"), and , an employee of the Company or a Subsidiary (as defined herein) of the Company (the "Optionee"), pursuant to and subject to the terms and conditions of the Northwest Airlines Corporation 2001 Stock Incentive Plan (as amended, the "Plan"). The purpose of this Agreement is to evidence the terms and conditions of one or more non-qualified stock options granted to the Optionee under the Plan.

MANAGEMENT COMPENSATION AGREEMENT between NORTHWEST AIRLINES, INC. and DOUGLAS M. STEENLAND dated as of June 28, 2001
Management Compensation Agreement • April 1st, 2002 • Northwest Airlines Corp • Air transportation, scheduled • Minnesota

The Company and Executive previously entered into a Management Compensation Agreement dated as of September 1, 1996 (the "Prior Agreement"). As of the date hereof, the Company and Executive have agreed to replace the Prior Agreement with this Agreement, which shall supersede the Prior Agreement in all respects.

SECOND AMENDMENT
Credit and Guarantee Agreement • April 1st, 2002 • Northwest Airlines Corp • Air transportation, scheduled • New York

This AIRCRAFT MORTGAGE AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, the "Mortgage"), dated as of October 23, 2001, between NORTHWEST AIRLINES, INC., a Minnesota corporation (together with its successors and permitted assigns, the "Company"), and THE CHASE MANHATTAN BANK, as Collateral Agent (the "Collateral Agent"), for the benefit of the Lenders and the Agents under, and any other lender from time to time party to, the Credit Agreement hereinafter referred to (such Lenders, Agents and the other lenders, if any, are hereinafter called the "Secured Creditors").

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