AMENDED AND RESTATED STANDSTILL AGREEMENT

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Exhibit 10.2

CONFORMED COPY

AMENDED AND RESTATED STANDSTILL AGREEMENT

        AMENDED AND RESTATED STANDSTILL AGREEMENT, dated as of May 1, 1998 (this "AGREEMENT"), between KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V., a Netherlands corporation ("KLM"), and NORTHWEST AIRLINES CORPORATION, a Delaware corporation.

W I T N E S S E T H:

        WHEREAS, NWA Corp. and KLM are parties to a Standstill Agreement, dated as of September 29, 1997 (the "STANDSTILL AGREEMENT"), executed in connection with the Common Stock Repurchase Agreement, dated as of September 29, 1997, between NWA Corp. (as defined below) and KLM, as amended (the "ORIGINAL COMMON STOCK AGREEMENT");

        WHEREAS, NWA Corp. and KLM have entered into an Accelerated Common Stock Repurchase Agreement, dated as of the date hereof, (the "ACCELERATED REPURCHASE AGREEMENT") in order to accelerate the repurchase from KLM of the remaining 18,177,874 Shares (as defined in the Accelerated Repurchase Agreement) to be repurchased pursuant to the Original Common Stock Agreement;

        WHEREAS, as an inducement to the willingness of KLM to agree to the terms of the Accelerated Repurchase Agreement, NWA Corp. and KLM have also entered into the Northwest Airlines Corporation Common Stock Option Agreement (the "OPTION AGREEMENT"), dated as of the Closing Date (as defined in the Accelerated Repurchase Agreement);

        WHEREAS, NWA Corp. and KLM desire to amend and restate the Standstill Agreement in connection with the Accelerated Purchase Agreement and the Option Agreement;

        NOW THEREFORE, the parties hereto agree to amend and restate the Standstill Agreement so that it reads in its entirety as follows:

        Section 1.     DEFINED TERMS.     Unless otherwise defined herein:

        "AFFILIATE" of a Person has the meaning ascribed to such term in the Common Stock Agreement.

        "AMENDMENT TO THE STOCKHOLDERS' AGREEMENT" means the agreement in the form of Exhibit A to the Common Stock Agreement which amends the Stockholders' Agreement and provides for (i) the acceleration of the vesting of the KLM Option (as defined in the Stockholders' Agreement) in respect of shares of Class A Common Stock subject to such option that are held by Richard D. Blum Associates—NWA Partners L.P. and Bankers Trust New York Corporation, and the exercise by KLM of such KLM Option with respect to such shares and the purchase of such shares

concurrently with the Initial Closing Date (as defined in the Common Stock Agreement), (ii) the termination of the KLM Option with respect to the other Option Stockholders and the termination of the Put Option (as each such term is defined in the Stockholders' Agreement) with respect to all of the Option Stockholders and (iii) immediately following the consummation of the transactions contemplated by the Common Stock Agreement on the Initial Closing Date, the termination of all of KLM's other rights and obligations under the Stockholders' Agreement.

        "BENEFICIAL OWNERSHIP" by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition of, such security; and shall otherwise be interpreted in accordance with the term "beneficial ownership" as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as in effect on the date hereof, and in addition, "beneficial ownership" shall include securities which such Person has the right to acquire (irrespective of whether such right is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. For purposes of this Agreement, a Person shall be deemed to beneficially own any securities beneficially owned by its Affiliates or any Group of which such Person or any such Affiliate is a member.

        "BUSINESS DAY" means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in Amsterdam, The Netherlands, in New York, New York or in Minneapolis, Minnesota.

        "COMMON STOCK AGREEMENT" means the Original Common Stock Agreement, as amended by the Accelerated Repurchase Agreement and as amended, supplemented or otherwise modified from time to time in accordance with its terms.

        "DOLLARS" and "$" mean lawful currency of the United States of America.

        "GROUP" means two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of securities.

        "KLM COMBINED VOTING POWER" at any measurement date shall mean the total number of votes which could have been cast in a vote at a meeting of the stockholders of, as applicable, KLM, a KLM Holding Company (as defined below) or a KLM Partner (as defined below) (or any successor of any of them) by person or by proxy at such meeting.

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        "KLM VOTING SECURITIES" shall mean, collectively, (i) KLM's Common Shares, par value 5 NLG per share, (ii) any other securities entitled, or that may be entitled, to vote on matters submitted to stockholders for a vote at a stockholders' meeting of KLM, or any such securities of a holding company formed by KLM which holds more than 50% of the KLM Combined Voting Power (a "KLM HOLDING COMPANY"), (iii) any common shares, ordinary shares or other comparable securities entitled to vote on matters submitted to a general vote of shareholders of a Person that has entered into a partnership, joint venture or similar arrangement with KLM pursuant to which the stockholders of KLM and such Person enjoy substantially equivalent economic rights as a result of twinning, equalization or other sharing arrangements between KLM and such Person (a "KLM PARTNER"), and (iv) any other securities, warrants or options or rights of any nature (whether or not issued by KLM) that are convertible into, exchangeable for, or exercisable for the purchase of, or otherwise give the holder thereof any rights in respect of (whether or not the right to convert, exercise or exchange is subject to the passage of time, contingencies or contractual restrictions or any combination thereof), any security described in clauses (i) through (iii) of this definition; PROVIDED, that rights issued pursuant to any stockholder rights plan shall not be deemed to be KLM Voting Securities.

        "MANAGEMENT BOARD OF KLM" means the management board of KLM or equivalent governing body of a KLM Holding Company or a KLM Partner or any successor of any of them.

        "MERGER" means the merger, pursuant to Section 251(g) of the Delaware General Corporation Law of Newbridge Merger Corporation, a Delaware corporation and wholly owned subsidiary of Newbridge Parent Corporation, with and into NWA Corp. in accordance with the terms of the Agreement and Plan of Merger, dated as of January 25, 1998, among NWA Corp., Newbridge Parent Corporation and Newbridge Merger Corporation, as a result of which NWA Corp. will become a wholly owned subsidiary of Newbridge Parent Corporation.

        "NWA CORP." means (i) prior to the Merger, Northwest Airlines Corporation, a Delaware corporation and (ii) following the Merger, Newbridge Parent Corporation, a Delaware corporation, which shall change its name to Northwest Airlines Corporation concurrently with the Merger, and any holding company subsequently formed by NWA Corp. which holds more than 50% of the NWA Corp. Combined Voting Power.

        "NWA CORP. BOARD OF DIRECTORS" shall mean the board of directors of NWA Corp. or any successor (including any holding company surviving the Merger) or Northwest Airlines, Inc.

        "NWA CORP. COMBINED VOTING POWER" at any measurement date shall mean the total number of votes which could have been cast in an election of members of the NWA Corp. Board of Directors had a meeting of the stockholders of NWA Corp. (or its successors) been duly held based upon a record date as of the measurement date if

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all NWA Corp. Voting Securities then outstanding and entitled to vote at such meeting were present and voted to the fullest extent possible at such meeting.

        "NWA CORP. VOTING SECURITIES" shall mean, collectively, (i) the Common Stock (as defined in the Accelerated Repurchase Agreement), (ii) any other securities entitled, or that may be entitled, to vote generally for the election of members of the NWA Corp. Board of Directors, and (iii) any other securities, warrants or options or rights of any nature (whether or not issued by NWA Corp.) that are convertible into, exchangeable for, or exercisable for the purchase of, or otherwise give the holder thereof any rights in respect of (whether or not the right to convert, exercise or exchange is subject to the passage of time, contingencies or contractual restrictions or any combination thereof), any security described in clause (i) or (ii) of this definition; PROVIDED, that rights issued pursuant to any stockholder rights plan shall not be deemed to be NWA Corp. Voting Securities.

        "PERSON" means any individual, corporation, partnership, trust or other entity of any nature whatsoever.

        "REORGANIZATION TRANSACTION" means (i) any merger, consolidation, recapitalization, liquidation or other business combination transaction involving NWA Corp., Northwest Airlines, Inc. or KLM or a KLM Holding Company or a KLM Partner (or any successors (including, in the case of NWA Corp., any holding company surviving the Merger) to any of such entities), (ii) any tender offer or exchange offer for any securities of NWA Corp., Northwest Airlines, Inc. or KLM, a KLM Holding Company or a KLM Partner (or any successors (including, in the case of NWA Corp., any holding company surviving the Merger) to any of such entities) or (iii) any sale or other disposition of assets of NWA Corp., Northwest Airlines, Inc. or KLM or a KLM Holding Company or a KLM Partner (or any successors to any of such entities) in a single transaction or in a series of related transactions in each of the foregoing cases constituting individually or in the aggregate 10% or more of the assets of NWA Corp., Northwest Airlines, Inc. or KLM or a KLM Holding Company or a KLM Partner, as applicable, or 10% or more of the then outstanding NWA Corp. Voting Securities or KLM Voting Securities, as applicable, of NWA Corp. or KLM or securities entitled, or that may be entitled, to vote at a meeting of stockholders of a KLM Holding Company or a KLM Partner (or any successors to any of such entities), as applicable.

        "STANDSTILL PERIOD" shall mean the period commencing on the Initial Closing Date and continuing until the later of (i) the tenth anniversary of the Initial Closing Date, and (ii) the termination of the Alliance Implementation Agreement (PROVIDED, that, if the Alliance Implementation Agreement is terminated by NWA Corp. in accordance with the provisions set forth in Section 7.1(e)(ii) of the Common Stock Agreement, then the operative date for this clause (ii) will be the date on which KLM no longer beneficially owns any NWA Corp. Voting Securities including any NWA Corp. Voting Securities acquired or to be acquired by KLM pursuant to Section 1.1 or 1.2 of the Option Agreement).

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        "STOCKHOLDERS' AGREEMENT" means the Second Amended and Restated Investor Stockholders' Agreement dated as of December 23, 1993, as amended, supplemented or otherwise modified from time to time, among NWA Corp., KLM and certain other stockholders of NWA Corp. parties thereto, as in effect on the date hereof.

        "SUPERVISORY BOARD OF KLM" means the supervisory board of KLM or equivalent governing body of a KLM Holding Company or a KLM Partner or any successor of any of them.

        "UMBRELLA AGREEMENTS" means, collectively, (i) the Commercial Cooperation and Integration Agreement dated September 9, 1992, (ii) the Worldwide Pricing and Inventory Control Agreement dated January 15, 1993, (iii) the Worldwide Sales and Travel Agency Compensation Agreement dated January 15, 1993, (iv) the Worldwide Strategic Planning and Scheduling Agreement dated January 15, 1993, (v) the Alliance Implementation Agreement, and (vi) all other written agreements entered into by KLM and Northwest Airlines, Inc. relating to the commercial cooperation between them which relate to the preceding agreements.

        "WORKS COUNCIL OF KLM" means the works council of KLM or equivalent body of a KLM Holding Company or a KLM Partner or any successor of any of them.

        Section 2.     COVENANTS WITH RESPECT TO NWA CORP. VOTING SECURITIES AND OTHER MATTERS.     

        2.1     ACQUISITION OF NWA CORP. VOTING SECURITIES AND MATERIAL ASSETS.     Except as specifically provided in the Common Stock Agreement or pursuant to an Option (as defined in the Option Agreement), during the Standstill Period KLM will not, and will cause each of its Affiliates not to, directly or indirectly, acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any NWA Corp. Voting Securities or, except as provided for in the Umbrella Agreements, any material assets owned directly or indirectly by NWA Corp. or any successor or any Affiliate thereof, whether by purchase or otherwise, or take any action in furtherance thereof.

        2.2     PROXY SOLICITATIONS, ETC.     During the Standstill Period KLM will not, and will cause each of its Affiliates not to, directly or indirectly, solicit proxies, assist any other Person in any way, directly or indirectly, in the solicitation of proxies, or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act as in effect on the date of this Agreement) in opposition to the recommendation or proposal of the NWA Corp. Board of Directors, or submit any proposal for the vote of stockholders of NWA Corp., or recommend or request or induce or attempt to induce any other Person to take any such actions, or seek to advise, encourage or influence any other Person with respect to the voting of NWA Corp. Voting Securities. In furtherance of KLM's obligations pursuant to this Section 2.2, during the Standstill Period KLM shall, and shall cause its Affiliates to, at any annual or special meeting of stockholders at which members of the NWA Corp. Board of Directors are to be elected or in connection with a solicitation of consents through which

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members of the NWA Corp. Board of Directors are to be selected, to vote (or give a written consent or proxy with respect to) all NWA Corp. Voting Securities beneficially owned by them in favor of the election to the NWA Corp. Board of Directors of the persons recommended by the NWA Corp. Board of Directors.

        2.3     NO VOTING TRUSTS, POOLING AGREEMENTS, OR FORMATION OF "GROUPS".     During the Standstill Period KLM will not, and will cause each of its Affiliates not to, directly or indirectly, join in or in any other way participate in a partnership, pooling agreement, syndicate, voting trust or other Group with respect to NWA Corp. Voting Securities, or enter into any agreement or arrangement or otherwise act in concert with any other Person, for the purpose of acquiring, holding, voting or disposing of NWA Corp. Voting Securities.

        2.4     LIMITATIONS ON PROPOSALS.     During the Standstill Period KLM will not, and will cause each of its Affiliates not to, directly or indirectly, initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to NWA Corp. or any successor thereof or any Affiliate thereof or induce or attempt to induce any other Person to initiate any stockholder proposal or seek election to or seek to place a representative on the NWA Corp. Board of Directors or equivalent governing body of any successor thereof or any Affiliate thereof (except to the extent expressly invited to do so by the NWA Corp. Board of Directors) or seek removal of any member of the NWA Corp. Board of Directors or equivalent governing body of any successor thereof or any Affiliate thereof (other than any such member who may have been previously designated by KLM).

        2.5     LIMITATION ON VARIOUS OTHER ACTIONS.     During the Standstill Period, KLM will not, and will cause each of its Affiliates not to, take any action, alone or in concert with any other Person, (a) to seek to effect a change in control of NWA Corp. or any successor thereof or any Affiliate thereof, (b) to seek to effect a Reorganization Transaction with respect to NWA Corp. or any successor thereof or any Affiliate thereof, (c) except as provided for in the Umbrella Agreements, to seek to effect any control or influence over the management of NWA Corp. or any successor thereof or any Affiliate thereof, the NWA Corp. Board of Directors or the policies of NWA Corp. or any successor thereof or any Affiliate thereof, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 2 of this Agreement (any such action described in clause (a), (b), (c) or (d), a "NWA TRANSACTION PROPOSAL"), (e) to present to NWA Corp. or any stockholders thereof or any third party any proposal that can reasonably be expected to result in a NWA Transaction Proposal or in an increase in the NWA Corp. Combined Voting Power of NWA Corp. Voting Securities beneficially owned in the aggregate by KLM and its Affiliates, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that could reasonably be expected to result in a NWA Transaction Proposal or in an increase in the NWA Corp. Combined Voting Power of NWA Corp. Voting Securities beneficially owned in the aggregate by KLM and its Affiliates, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, any proposal that can reasonably be expected to result in a NWA

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Transaction Proposal or in an increase in the NWA Corp. Combined Voti