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First Amendment Of Share Exchange Agreement

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FIRST AMENDMENT dated as of July 25, 1996 (this "First Amendment") to the Share Exchange Agreement, dated as of June 28, 1996 (as the same may be further amended, supplemented or otherwise modified from time to time, the "Share Exchange Agreement"), between NORTHWEST AIRLINES CORPORATION, a Delaware corporation ("NWA Corp.") and KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V., a Netherlands corporation ("KLM").

W I T N E S S E T H:

WHEREAS, NWA Corp. and KLM desire to amend the Share Exchange Agreement in the manner provided for herein; and

WHEREAS, NWA Corp. and KLM are willing to agree to the requested amendments upon the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, terms defined in the Share Exchange Agreement and used herein shall have the meanings given to them in the Share Exchange Agreement.

2. Amendment of the Recitals. The recitals of the Share Exchange Agreement are hereby amended as follows:

(a) by deleting in its entirety the first Whereas clause
thereof and substituting in lieu thereof a new first Whereas clause
which shall read as follows:

"WHEREAS, on the date hereof, KLM is the beneficial owner of
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