General

1. The Fly Free Faster promotion is valid June 1 - September 30, 2005 ("Promotional Period").
2. Available to all WorldPerks members but some Qualifying Activities and Partner Credits are only available to residents of the U.S.50, as noted below.
   
   
3. Eligible members must register BEFORE completing a Qualifying Activity or earning a Partner Credit. Registration is open from May 15 - September 15, 2005 ("registration").
4. Multiple and/or retro registrations will not be accepted.
   
   
5. Please keep your printed confirmation notice as proof of registration.
   
   
6. After registration, the one (1) Qualifying Activity and five (5) Partner Credits may be completed in any order during Promotional Period.
   
   Qualifying Activities (select one of the following)
   
   
7. After registration and during the Promotional Period, participant must complete one (1) Qualifying Activity. The Qualifying Activity does not need to take place prior to earning Partner Credits.
   
   
8. Qualifying Activities include: FLIGHT(S), WORLDPERKS VISA OR WORLDCLUBS.
   
   FLIGHT(S):
   
   
   • Take either TWO (2) qualifying domestic roundtrip flights (or 4 qualifying domestic one-way flights) - OR - ONE (1) qualifying international roundtrip flight (or 2 qualifying international one-way flights).
     
     
   • Qualifying domestic flights include any two (2) paid roundtrip fares or four (4) paid one-way fares in North America, in which you earn WorldPerks miles and complete after registration and during the Promotional Period. Qualifying international flights include any one (1) paid roundtrip fare or two (2) paid one-way fares departing from 50 U.S. to destinations outside of North America, in which you earn WorldPerks miles and complete during the Promotional Period.
     
     
   • Flights must be operated by Northwest Airlines, KLM Royal Dutch Airlines or Northwest Airlink flight numbers 2800-2999 / 3700-3799 / 4700-4799 / 5600-5999 (operated by Pinnacle Airlines d/b/a NW Airlink and flight numbers 2700-2799 / 3000-3699 (operated by Mesaba d/b/a NW Airlink). Qualifying paid WorldVacations package flights are included; SkyTeam Global Alliance Partner-operated flights (excluding KLM) and WorldPerks Airline Partner-operated flights are not included.

WORLDPERKS VISA CARD:

Apply, be approved and pay the annual fee for a new WorldPerks Visa Card (Platinum, Signature or Business Card or Gold Check Card only). Member must receive WorldPerks Visa Card Enrollment Bonus Miles (for Platinum, Signature or Business Card or Gold Check Card only) during the Promotional Period to qualify for Qualifying Activity. Approval of all other WorldPerks Visa Cards do not count as a Qualifying Activity. WorldPerks Visa Card applications completed but not approved do not qualify. Please allow 10 business days from date of application for approval. The creditor and issuer of the WorldPerks Visa is U.S. Bank National Association ND ("U.S. Bank") and the Card is only available to legal residents of the United States. WorldPerks will use the WorldPerks Visa Card Enrollment Date received from U.S. Bank to determine if the Card was approved after registration and during the Promotional Period.

WORLDCLUBS:

Pay for a new WorldClubs membership valid for a minimum of one year. Membership renewals do not count as a Qualifying Activity.

Partner Credits (Earn at least 5 Partner Credits)

9. A Partner Credit may be earned before or after the Qualifying Activity, as long as it is after registration and between June 1 and September 30, 2005.
   
   
10. View the Participating Partner list for specific partners under each Category. Participating Partners are subject to change.
    
    
11. WorldPerks will use the transaction date received from the participating WorldPerks Mileage Partner to determine if the transaction falls after registration and within the Promotional Period and thus counts as a Partner Credit.
    
    
12. Multiple credits per Mileage Partner will be allowed unless noted.
    
    
13. A Partner Credit is defined as earning the standard/base WorldPerks miles awarded from a participating Mileage Partner based on a transaction during the Promotional Period.
    
    
14. Installations or applications completed but not approved do not qualify. Please allow 10 business days from date of application for Mileage Partner approval.
    
    
15. A Partner Credit cannot be earned for completing a Qualifying Activity, however, you will earn a Partner Credit from WorldPerks Visa if you earn usage miles (i.e. miles for the dollars spent) during the Promotional Period. See WorldPerks Visa listing in #16 for details.
    
    
16. (NEW) There are TWO options to earn Partner Credits: two (2) Partner Credits per transaction and one (1) Partner Credit per transaction.

Two (2) Partner Credits per transaction (NEW)
The following transactions will be valued as two Partner Credits per transaction:

WORLDPERKS BUY & GIFT MILES:

Purchase a minimum of 5,000 miles per transaction through the WorldPerks Buy & Gift Miles program on nwa.com. Multiple transactions allowed; buyer receives the two Partner Credits per transaction. Partner Credits will not be awarded for the purchase of 2,500 miles.

MCI:

Sign-up for new The Neighborhood service where miles are awarded. Partner Credits will not be awarded for monthly MCI activity. Valid for U.S.50 residents only.

EARTHLINK:

Sign-up for either a new or upgraded EarthLink account where miles are awarded. An upgraded account is defined as an existing customer moving from a dial-up account to a cable, DSL or BlackBerry^® product. Multiple accounts allowed; member will receive two Partner Credits per new or upgraded account.

NEXTEL:

Sign-up for annual service and new phone activation and two (2) year service agreement where miles are awarded. Multiple accounts allowed; member will earn two Partner Credits per new phone activation that includes a two (2) year service agreement. Valid in the U.S.50, except AK and MT.

T-MOBILE:

Sign-up for new phone activation and a new one-year service agreement where miles are awarded. Multiple accounts allowed; member will earn two Partner Credits per new phone activation with annual service plan. Partner Credits will not be awarded for T-Mobile loyalty miles. Valid in the U.S.50 except AK.

LENDINGTREE:

Close a transaction with LendingTree Mortgage and Real Estate. Multiple transactions allowed. Member receives two Partner Credits per closing; i.e. purchase or sell a home with a LendingTree Real Estate agent, close on a mortgage, refinance, home equity loan, car loan or student loan.

One (1) Partner Credit per transaction:
The following transactions will be valued as one Partner Credit per transaction:

CREDIT/CHECK/CHARGE CARDS:

- DINERS CLUB -

Club Rewards^® from Diners Club^®: Cardmembers must convert Club Rewards points into miles to earn a Partner Credit. Maximum 1 Partner Credit for Diners Club per Promotional Period.

- WORLDPERKS VISA -

• Maximum 1 Partner Credit for a purchase made on each of the WorldPerks Visa Card product types (Personal Cards, Business Card and Check Cards). For example, purchases made on the WorldPerks Visa Signature Card, Business Card and Gold Check Card during the Promotional Period would earn a maximum of 3 Partner Credits. Personal Cards include the WorldPerks Visa Platinum and Signature Cards. Check Cards include the WorldPerks Visa Check Card and Gold Check Card. The WorldPerks Visa Card is only available to legal residents of the United States.
  
  
• WorldPerks Visa Card (Personal/Business): Miles earned on WorldPerks Visa purchases must have a transaction date during the promotional period to qualify. Your transaction date is the end date of your WorldPerks Visa billing/statement cycle, and is reflected as your "statement date" on your monthly WorldPerks Visa statement. To ensure that your WorldPerks Visa purchases count towards a Partner Credit, it is recommended that purchases are made by August 31, 2005, given that most September purchases will be reflected on an October WorldPerks Visa statement. Approval and payment of the initial annual fee for any new WorldPerks Visa Card counts as a Qualifying Activity but does not count as a Partner Credit.
  
  
• WorldPerks Visa Check Card: a member must have earned WorldPerks miles for charges made on the WorldPerks Visa Check Card or Gold Check Card during the Promotional Period. To ensure that your WorldPerks Visa purchases count towards a Partner Credit, it is recommended that purchases are made by August 31, 2005, given that most September purchases will be reflected on an October WorldPerks Visa statement. Approval and payment of the annual fee of a new WorldPerks Visa Check Card does not count as a Qualifying Activity or Partner Credit. However, the approval and payment of the annual fee of a new WorldPerks Visa Gold Check Card does count as a Qualifying Activity, but does count as a Partner Credit.

HOTEL STAYS: (See Participating Partners for complete listing)

Member must select WorldPerks miles at time of check-in to receive one Partner Credit for each qualifying stay. Members must choose WorldPerks miles as their preferred earning alliance in hotel programs that require membership to earn miles. Multiple Partner Credits can be earned for multiple qualifying hotel stay. For example, 3 Partner Credits can be earned from 3 different stays at the same hotel partner or from 3 stays at different hotel partners).

- CARLSON HOTELS WORLDWIDE goldpoints plusSM -

Includes participating hotels where you earn WorldPerks miles for stays. Excludes Carlson Hotels Worldwide properties in the U.S., Canada, Mexico, South and Central America where you earn goldpoints for stays that can be converted into WorldPerks miles. See below for point conversion stays.

HOTEL POINTS TO MILES CONVERSIONS:

Members may also convert hotel program points into WorldPerks miles to earn one Partner Credit per partner during the Promotional Period. Partners who participate in point-to-mile conversions are: Best Western Gold Crown Club^® International, Carlson Hotels Worldwide goldpoints plusSM, Choice Privileges^® and EA$Y CHOICE^® , Hilton HHonors^®, Hyatt Gold Passport^®, Marriott Rewards^®, Priority Club^® Rewards and Starwood Preferred Guest^®. Maximum of 1 Partner Credit for a points conversion into miles per hotel partner per Promotional Period.

CAR RENTALS: (See Participating Partners for complete listing)

Member must select WorldPerks miles at time of car rental pick-up to receive one Partner Credit for each qualifying car rental. Multiple Partner Credits can be earned for multiple car rentals. For example, all 5 Partner Credits can be earned from the same car partner or 5 car rentals from any combination of the 4 different car partners.

WORLDPERKS MALL^®: (See Participating Partners for complete listing)

Shop the WorldPerks Mall and spend at least $25 on one given item, excluding taxes, shipping and handling charges. Partner Credits are only awarded for online purchases through the WorldPerks Mall at www.nwa.com/mall. The transaction date on merchandise purchased will be the date that the item is shipped and your credit card is charged; this date must be within the Promotional Period. Given some items may be on back order, Northwest Airlines recommends making your WorldPerks Mall purchases early in the Promotional Period to ensure you receive credit for your transactions. Multiple Partner Credits can be earned for multiple online purchases (i.e. 3 Partner Credits may be earned from 3 different purchases with the same WorldPerks Mall Partner, or from 3 different purchases from the same WorldPerks Mall Partner, as long as at least one item in each purchase is over $25).

Partner Credits will not be awarded for the purchase of gift certificates at these WorldPerks Mall merchants:

A La Zing
Barnes & Noble.com
Best Buy
Brooks Brothers
Brookstone
Casual Corner Group
Circuit City
eBags
Eddie Bauer
Franklin Covey
Golf Warehouse, The
Gardeners Eden
J.Jill
JCPenney
L.L.Bean (if under $25)
Lands' End
Macy's
Omaha Steaks
Sharper Image
Sony Music Store
Target

For other partners with special offers on the WorldPerks Mall (not specifically listed under WorldPerks Mall Retail Partners list), see terms and conditions specific to those partner categories.

MISCELLANEOUS PARTNERS: (See Participating Partners for complete listing)

- One Partner Credit per transaction (multiple Partner Credits may be earned per partner except for a maximum of 3 Partner Credits for qualifying dines at Rewards NetworkSM Dining For Miles^® participating restaurants).

- The transaction date on merchandise purchased will be the date that the item is shipped and your credit card is charged. This date must be after registration and within the Promotional Period.

- REWARDS NETWORKSM DINING FOR MILES^® - Please visit nwa.rewardsnetwork.com for a list of current participating restaurants.

- BENSINGER'S FINE CLEANERS (Memphis only) - All transactions made between the 1st - 15th of each month will count as 1 Partner Credit and all transactions made between the 16th and the last the day of the month will count as 1 Partner Credit. A maximum of 2 Partner Credits per month is allowed for Bensinger's.

Mileage Postings

17. A maximum of 10,000 Bonus Miles per WorldPerks account will be awarded for this promotion. No partial mileage bonus will be awarded for this promotion.
18. Posting of the 10,000 Bonus Miles will take place at the same time as your final qualifying transaction (either a Qualifying Activity posting or your fifth Partner Credit posting) and will be reflected as "Fly Free Faster 2005" on your WorldPerks Mileage Summary.
19. Please allow 6-8 weeks for WorldPerks miles to post to your WorldPerks account and be counted as a Qualifying Activity or a Partner Credit. Northwest is not responsible for partner posting delays.
20. All participating partner program terms and conditions apply.
21. Participating Partners subject to change.
22. Northwest reserves the right to add, delete or modify the Participating Partner listing with or without notification. Northwest is not responsible for any malfunctions associated with web registration process that result in late registration or incomplete information.
23. Northwest is the final authority on all disputes. All disputes should be sent in writing to:
    WorldPerks Service Center
    601 Oak Street
    Chisholm, MN 55719-1995
    
24. Other restrictions may apply.

2005 Fly Free Faster Participating Partners

CREDIT/CHARGE/CHECK CARDS
Diners Club
WorldPerks Visa Personal Cards (Platinum or Signature)
WorldPerks Visa Business Card
WorldPerks Visa Check Card (Check Card or Gold Check Card)

COMMUNICATIONS SERVICES
EarthLink^®
Nextel^®
MCI^®
The Neighborhood built by MCI
T-Mobile^®

HOTELS & LODGING

Best Western International - Gold Crown Club^® International

Carlson Hotels Worldwide - goldpoints plus^SM
Country Inns & Suites by Carlson^®
Radisson Hotels & Resorts^®
Regent Hotels International
Park Plaza^® Hotels & Resorts
Park Inn^®

Choice Hotels International^® - Choice Privileges^®
Clarion^®
Quality^®
Comfort Suites^®
Comfort Inn^®
Sleep Inn^®
MainStay Suites^®

Choice Hotels International^® - EA$Y CHOICE^®
Econo Lodge^®
Rodeway Inn^®

Hilton Family hotels - Hilton HHonors^®
Hilton^®
Conrad Hotel^®
Coral by Hilton^®
Doubletree^®
Embassy Suites Hotels^®
Hampton Inn^®
Hampton Inn & Suites^®
Hilton Garden Inn^®
Hilton Grand Vacation Company^®
Homewood Suites by Hilton^®
Scandic Hotels

Hyatt Hotels and Resorts^® - Hyatt Gold Passport^®
AmericaSuites^®
Hyatt Hotels and Resorts^®
Hawthorn Suites^®

InterContinental^® Hotels Group - Priority Club^® Rewards
InterContinental^® Hotels & Resorts
Crowne Plaza^® Hotels & Resorts
Hotel Indigo™
Holiday Inn^® Hotels & Resorts
Holiday Inn Express^®
Staybridge Suites^®v Candlewood Suites^®

Marriott International - Marriott Rewards
Courtyard^® by Marriott
Fairfield Inn^® by Marriott
JW Marriott^® Hotels & Resorts
Marriott^® Hotels & Resorts
Marriott Vacation Club^® International
Renaissance^® Hotels & Resorts
Residence Inn^® by Marriott
SpringHill Suites^® by Marriott
TownePlace Suites^® by Marriott

New Otani Hotels - New Otani Club

JAL Hotels
Hotel JAL City
Nikko Hotels International

Okura Hotels & Resorts - Okura Club International
Okura Hotels & Resorts
Okura Frontier Selection

Pan Pacific Hotels and Resorts/Tokyo Hotels
Excel Hotel Tokyo
Pan Pacific Hotels and Resorts
Tokyo Hotels
Tokyo Inn
Tokyo Resort Hotels

Red Lion^® & West Coast^® Hotels - Guest Awards^®

Shangri-La Hotels and Resorts - Golden Circle
Shangri-La Hotels and Resorts
Traders Hotels

Starwood Hotels & Resorts - Starwood Preferred Guest^®
Four Points^® by Sheraton
Sheraton^® Hotels & Resorts
St. Regis^®
The Luxury Collection^®
W Hotels^®
Westin^® Hotels & Resorts

WORLDHOTELS

CAR RENTAL
Alamo Rent A Car
Dollar Rent A Car
National Car Rental^®
Thrifty Car Rental

MORTGAGE AND REAL ESTATE
LendingTree^® Mortgage and Real Estate

MISCELLANEOUS
Rewards NetworkSM Dining For Miles^®
Bensinger's Fine Cleaners
Calyx & Corolla^®
Cruise Locators
D.O.C Optical
Teleflora's Flower Club
FTD.COM^®
Tesoro Petroleum's Free Fillin'^® Program

WORLDPERKS MALL RETAILERS

Adidas
Al A Zing
Apple
Art Gazebo
Ashford
Avon
Baby Universe
Banana Republic
Barnes & Noble.com
Batteries.com
Best Buy
Bluefly Bose
Broderbund
Brooks Brothers
Brookstone
Cabela's
Cambridge Soundworks
Casual Corner Group
CHEF's
Circuit City
Coldwater Creek
Cooking.com
Dell Home and Home Office
Diamond.com
Discovery Channel Store
Disney Direct.com
drugstore.com
DVD Planet
eBags
Eddie Bauer
Footlocker
Fossil
Franklin Covey
Gaiam
Gamefest.com
Gap
Gardeners Eden
Gateway.com
Gevalia
GiftCertificates.com
Gift Sense
GigaGolf
Goodguys.com
H20 Plus
Hallmark.com
Hammacher Schlemmer
Harry and David
Hickory Farms
HPShopping.com
International Wine Cellars
J.Jill
J&R
JCPenney
Kenneth Cole
Kohl's
Lancôme
Lands' End
Lids
LinenPlace.com
L.L.Bean
Macy's
Magazines.com
Mikasa
Mrs. Fields
Musician's Friend
Neiman Marcus
Nirvana Chocolates
Nordstrom
OfficeMax.com
Old Navy
Omaha Steaks
One Step Ahead
Overstock.com
Paul Fredrick Menstyle
Perfumania.com
PETsMART
RedEnvelope
REI
Restoration Hardware
RitzCamera.com
Rosetta Stone
San Francisco Music Box
Sears
Sharper Image, The
Sierra Trading Post
Smith + Noble
Sony Music Store
Spa Finder
Spiegel
Steve Madden
Target
TGW.com - The Golf Warehouse
The Vitamin Shoppe
Things Remembered
Ticketsellers
Timberland
Time Life
Tupperware