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                            AMENDED AND RESTATED AGREEMENT

          AMENDED AND RESTATED AGREEMENT, dated as of October 29, 1997 (this
"AGREEMENT"), among Northwest Airlines Corporation, a Delaware corporation
(the "COMPANY"), on the one hand, and Alfred A. Checchi ("Checchi"); Gary L.
Wilson ("WILSON"); Frederic V. Malek, Frederic W. Malek, and Michelle A.
Malek (together the "MALEK FAMILY"); Frederic V. Malek as trustee of a trust
for the benefit of Frederic W. Malek; and Frederic V. Malek as trustee of a
trust for the benefit of Michelle A. Malek, on the other hand.

                                     WITNESSETH:

          WHEREAS, under Section 17 of the Second Amended and Restated
Investor Stockholders' Agreement, dated as of December 23, 1993 (as such
agreement has been amended, supplemented or otherwise modified from time to
time prior to the date hereof, the "STOCKHOLDERS' AGREEMENT"), among the
Company; Checchi, the A Trust created pursuant to a trust agreement dated May
23, 1984 with Wilson as trustee, the K Trust created pursuant to a trust
agreement dated May 23, 1984 with Wilson as trustee, and the Trust created
pursuant to a trust agreement dated September 1, 1985 with Wilson as trustee
(each such trust collectively known as the "CHECCHI FAMILY TRUSTS"; the
Checchi Family Trusts and Checchi together known as the "CHECCHI FAMILY");
Wilson, Derek M. Wilson, and Christopher D. Wilson (together the "WILSON
FAMILY"); the Malek Family; Bankers Trust New York Corporation ("BTNY");
Koninklijke Luchtvaart Maatschappij N.V. ("KLM"); and Richard C. Blum &
Associates - NWA Partners, L.P., formerly known as Wings Associates, L.P.
("BLUM"), KLM was granted an option to purchase shares of Common Stock (the
"KLM OPTION") from each of the Checchi Family, the Wilson Family, the Malek
Family, Blum, BTNY, and Bright Star Investments Limited and its affiliate
Paracor Finance Inc., the permitted transferees of Wings Acquisition Investor
Limited (collectively, "BRIGHT STAR"), upon the terms and subject to the
conditions set forth therein;

          WHEREAS, KLM has previously exercised the KLM Option granted to KLM
by Bright Star in connection with a purchase of Bright Star's shares of
Common Stock;

          WHEREAS, the Company has been advised that (i) as among the members
of the Checchi Family, only shares owned by Checchi are subject to the KLM
Option; (ii) as among the members of the Wilson Family, only shares owned by
Wilson are subject to the KLM Option; and (iii) as among members of the Malek
Family, an equal number of shares of each member are subject to the KLM
Option;

          WHEREAS, in connection with entering into the Common Stock
Repurchase Agreement, dated as of September 29, 1997 (the "COMMON STOCK
AGREEMENT"), between the Company and KLM, KLM and the Company have agreed that
the KLM Option granted to KLM by each of Checchi, Wilson and the Malek Family
under Section 17 of the Stockholders' Agreement would be cancelled;

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          WHEREAS, Checchi, Wilson and the Malek Family have agreed to pay to
the Company the following amounts in satisfaction of the obligations
undertaken by the Company in connection with the cancellation of the KLM
Options: (i) $14,042,540.35 with respect to Checchi (the "CHECCHI AMOUNT"),
(ii) $14,042,540.35 with respect to Wilson (the "WILSON AMOUNT"), and (iii)
$809,027.52 with respect to the Malek Family (the "MALEK AMOUNT");

          WHEREAS, the parties hereto wish to amend and restate their
original agreement with respect to such reimbursements as herein provided;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

          1.   OBLIGATION TO PAY THE CHECCHI AMOUNT, THE WILSON AMOUNT AND
THE MALEK AMOUNT. In consideration for the Company's agreement with KLM in
respect of the cancellation of the KLM Options, as described above, Checchi,
Wilson and the Malek Family hereby agree, respectively, as follows:

               a. OBLIGATION TO PAY THE CHECCHI AMOUNT. Checchi hereby
     unconditionally promises to pay to the order of the Company, in lawful
     money of the United States of America in immediately available funds, no
     later than 12:00 noon, New York City time, on the date hereof, the
     principal sum of $14,042,540.35, without interest.

               b. OBLIGATION TO PAY THE WILSON AMOUNT. Wilson hereby
     unconditionally promises to pay to the order of the Company, in lawful
     money of the United States of America in immediately available funds, no
     later than 12:00 noon, New York City time, on January 28, 1998 (i) the
     principal sum of $14,042,540.35 and (ii) interest on such principal amount
     from the date hereof until January 28, 1998 at a rate per annum equal to
     6%.

               c. OBLIGATION TO PAY THE MALEK AMOUNT. (i) Each of Frederic V.
     Malek, Frederic V. Malek as trustee of a trust for the benefit of Frederic
     W. Malek and Frederic V. Malek as trustee of a trust for the benefit of
     Michelle A. Malek hereby unconditionally promises either (x) subject to
     prior approval (the "APPROVAL") of the Board of Directors of the Company,
     to transfer, assign and deliver, as promptly as practicable after the
     Approval, a certificate or certificates representing 17,684 shares (the
     "SHARES") of the Company's Class A Common Stock, par value $.01 per share,
     valued at a per share price equal to $45.75, which is the closing price of
     the Shares on the National Association of Securities Dealers Automated
     Quotations system on the date hereof, or (y) if and only if the Approval
     is not granted by December 1, 1997, to pay to the order of the Company, in
     lawful money of the United States of America in immediately available
     funds, as promptly as practicable after December 1, 1997, (1) the principal
     sum of $809,027.52 and (2) interest on such principal amount from the date
     hereof until the date of such payment at a rate per annum equal to 6%. It
     is understood and agreed by the Company and the Malek Family that (i) the
     transfer,

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                                                                               3

     assignment and delivery of the Shares or (ii) the payment in immediately
     available funds, as the case may be, by each of Frederic V. Malek, Frederic
     V. Malek as trustee of a trust for the benefit of Frederic W. Malek and
     Frederic V. Malek as trustee of a trust for the benefit of Michelle A.
     Malek as provided in the preceding sentence shall satisfy in full the
     amount owed by the Malek Family in respect of the Malek Amount. If the
     Approval is granted, the certificate or certificates representing the
     Shares shall be duly endorsed in blank or accompanied by stock powers duly
     executed in blank, with all necessary stock transfer stamps affixed.

               (ii) The Company hereby agrees to pay to Frederic V. Malek,
     Frederic V. Malek as trustee of a trust for the benefit of Frederic W.
     Malek and Frederic V. Malek as trustee of a trust for the benefit of
     Michelle A. Malek any amount owing in respect of fractional shares.

          2.   WAIVER. Each of Checchi, Wilson and the Malek Family hereby
waives presentment, demand, protest or notice of any kind in connection with
this Agreement.

          3.   DEFINITIONS. Capitalized terms used but not otherwise defined
herein are used herein as defined in the Stockholders' Agreement.

          4.   CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN. THE PARTIES TO THIS
AGREEMENT HEREBY AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.

          5.   COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.

          6.   REPRESENTATIONS AND WARRANTIES. If and only if the Approval is
granted, each of Frederic V. Malek, Frederic V. Malek as trustee of a trust
for the benefit of Frederic W. Malek and Frederic V. Malek as trustee of a
trust for the benefit of Michelle A. Malek represents and warrants to the
Company as of the date that such parties transfer, assign and deliver the
Shares, as follows:

               a. OWNERSHIP OF THE SHARES. Each of Frederic V. Malek, Frederic
     V. Malek as trustee of a trust for the benefit of Frederic W. Malek and
     Frederic V. Malek as trustee of a trust for the benefit of Michelle A.
     Malek has good and valid title to the Shares free and clear of all liens,
     claims, equities, charges and encumbrances whatsoever, other than
     restrictions imposed by Federal or State securities law.

               b. POWER; AUTHORITY. Each of Frederic V. Malek, Frederic V. Malek
     as trustee of a trust for the benefit of Frederic W. Malek and Frederic V.
     Malek as trustee of a trust for the benefit of Michelle A. Malek has the
     full and unrestricted

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                                                                               4

     power and right to enter into this Agreement and has the full and
     unrestricted power and right to sell to the Company the Shares.

                       [Rest of page intentionally left blank.]

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                                                                               5

          IN WITNESS WHEREOF, each of the undersigned has caused this
Agreement to be duly executed on its behalf as of the date first written
above.

                                        NORTHWEST AIRLINES CORPORATION

                                        By: /s/ Douglas M. Steenland
                                           ------------------------------------
                                           Douglas M. Steenland
                                           Senior Vice President,
                                           General Counsel & Secretary


                                        /s/ Alfred A. Checchi
                                        ---------------------------------------
                                        Alfred A. Checchi


                                        /s/ Gary L. Wilson
                                        ---------------------------------------
                                        Gary L. Wilson


                                        /s/ Frederic V. Malek
                                        ---------------------------------------
                                        Frederic V. Malek


                                        /s/ Frederic V. Malek
                                        ---------------------------------------
                                        Frederic V. Malek as trustee of a trust
                                        for the benefit of Frederic W. Malek


                                        /s/ Frederic V. Malek
                                        ---------------------------------------
                                        Frederic V. Malek as trustee of a trust
                                        for the benefit of Michelle A. Malek


                                        /s/ Frederic W. Malek
                                        ---------------------------------------
                                        Frederic W. Malek


                                        /s/ Michelle A. Malek
                                        ---------------------------------------
                                        Michelle A. Malek