<PAGE>

                                                                 EXHIBIT 4(a)(2)


                         NORTHWEST AIRLINES CORPORATION

         OFFICERS' CERTIFICATE PURSUANT TO SECTION 3.1 OF THE INDENTURE


                  Daniel B. Mathews, Senior Vice President and Treasurer, and
Michael L. Miller, Senior Vice President, Law and Secretary, of Northwest
Airlines Corporation, a Delaware corporation (the "Corporation"), pursuant to
Sections 1.2, 2.1 and 3.1 of the Indenture dated as of March 1, 1997 (the
"Original Indenture") among Northwest Airlines, Inc (the "Company"), Northwest
Airlines Holdings Corporation (as successor of Northwest Airlines Corporation,
"Old NWA Corp."), as guarantor, and State Street Bank and Trust Company, as
trustee (the "Trustee"), as supplemented by a Supplemental Indenture, dated as
of November 20, 1998 among the Company, as issuer, the Corporation, Old NWA
Corp. and the Trustee (the "First Supplemental Indenture") and by a Second
Supplemental Indenture dated as of February 25, 1999 (the "Second Supplemental
Indenture" and, together with the Original Indenture and the First Supplemental
Indenture, the "Indenture") among the Company, the Corporation, as guarantor,
Old NWA Corp. and the Trustee, and with respect to the $300,000,000 aggregate
principal amount of 8.875% Notes due 2006 (the "Notes") of Northwest, as fully
and unconditionally guaranteed by the Corporation, established by, or pursuant
to, resolutions of the Pricing Committee (the "Northwest Pricing Committee") of
the Board of Directors (the "Northwest Board") of Northwest adopted on May 24,
2001, each hereby CERTIFIES as follows:

         1.       EXAMINATIONS AND CONDITIONS PRECEDENT.

                  a. Each of the undersigned has read the provisions of the
         Indenture setting forth conditions precedent to the authentication of
         the Notes and the definitions in the Indenture relating thereto.

                  b. Each of the undersigned has examined resolutions of the
         Board of Directors of the Corporation (the "Board of Directors") and of
         the Northwest Board and of the Northwest Pricing Committee adopted
         prior to the date hereof relating to the authorization, issuance,
         authentication and delivery of the Notes, and with respect to the
         Corporation only, the full and unconditional guarantee of the Notes by
         the Corporation (the "Guarantee"), certificates of officers of the
         Corporation and corporate records of the Corporation, agreements and
         other instruments and documents deemed necessary as a basis for the
         opinion hereinafter expressed.

                  c. In the opinion of each of the undersigned, such examination
         is sufficient to enable him to express an informed opinion as to
         whether or not the conditions precedent referred to above have been
         complied with.

                  d. Each of the undersigned is of the opinion that, upon the
         giving to the Trustee of the instructions specified in the
         authentication and
<PAGE>

         delivery order of the Corporation dated the date hereof and delivered
         pursuant to Section 3.3 of the Indenture, the conditions precedent
         referred to above will have been complied with.

         2.       TERMS OF THE NOTES.

         The terms and conditions of the Notes were duly approved and authorized
by the Northwest Pricing Committee on May 24, 2001, in accordance with, or
pursuant to, resolutions adopted by the Northwest Board on January 27, 2000, and
such terms and conditions are set forth in the resolutions of the Northwest
Pricing Committee adopted on May 24, 2001, a copy of which is attached hereto as
Exhibit A.

         3.       FORM OF THE NOTES.

         Attached hereto as Exhibit B is a true and correct copy of a global
note representing the Notes, including the form of the Guarantee to be indorsed
thereon.

         4.       TERMS OF THE GUARANTEE.

         The terms and conditions of the Guarantee were duly approved and
authorized by the Board of Directors by the combined effect of such board having
adopted resolutions on January 27, 2000, which duly approved and authorized the
issuance of Notes upon terms and conditions determined and authorized by the
Northwest Pricing Committee, and by the action of the Northwest Pricing
Committee on May 24, 2001, which duly approved and authorized the terms and
conditions of the Notes.

         Each of the undersigned further certifies that the Guarantees, with
such terms as set forth in Article 13 of the Indenture, shall be signed on
behalf of the Corporation by any Co-Chairman, President, Executive Vice
President, Senior Vice President, Vice President, Treasurer or Assistant
Treasurer of the Corporation and attested by its Secretary or any of its
Assistant Secretaries, provided that the signature of any such officer may be,
but need not be, a facsimile signature imprinted or otherwise reproduced on the
Guarantees, and for that purpose the Corporation has adopted as binding upon it
the facsimile signature of any present or future Co-Chairman, President,
Executive Vice President, Senior Vice President, Vice President, Treasurer or
Assistant Treasurer, Secretary or Assistant Secretary of the Corporation.


                            [Signature page follows]
<PAGE>

                  IN WITNESS WHEREOF, we have hereunto signed our names on this
30th day of May  , 2001.


                                                    /s/ DANIEL B. MATHEWS
                                                    ----------------------------
                                                    Name:  Daniel B. Mathews
                                                    Title: Senior Vice President
                                                           and Treasurer


                                                    /s/ MICHAEL L. MILLER
                                                    ----------------------------
                                                    Name:  Michael L. Miller
                                                    Title: Vice President,
                                                           Law and Secretary
<PAGE>

                                                    EXHIBIT A TO EXHIBIT 4(a)(2)

                     NORTHWEST PRICING COMMITTEE RESOLUTIONS

                         NORTHWEST AIRLINES CORPORATION
                            NORTHWEST AIRLINES, INC.

                        RESOLUTIONS OF PRICING COMMITTEE

                                  MAY 24, 2001

                  WHEREAS, resolutions of the Board of Directors of Northwest
Airlines, Inc. (the "Corporation") and Northwest Airlines Corporation (the
"Guarantor") duly adopted on January 27, 2000 (the "Resolutions") authorized and
ratified, INTER ALIA, the Authorized Officers (as defined therein) (i) to file
one or more Registration Statements (as defined therein) to cover the issuance
and sale of up to $1,500,000,000 aggregate principal amount of the Corporation's
Securities (as defined therein) as fully and unconditionally guaranteed (such
guarantee, the "Guarantee") by Northwest Airlines Corporation (the "Guarantor"),
of which an aggregate principal amount of $393,955,000 is currently available
for issuance, (ii) to cause such Registration Statements to become effective and
to maintain the effectiveness of such Registration Statements under the
Securities Act of 1933, as amended (the "Securities Act"), (iii) to take any and
all action which any such Authorized Officer may deem necessary or advisable in
order to effect the registration or qualification (or exemption therefrom) of
the Securities for issue, offer, sale or trade under the Blue Sky or securities
laws of any of the States of the United States of America or of any foreign
country or jurisdiction, (iv) to negotiate, execute and deliver on behalf of,
and in the name of, the Corporation an underwriting agreement relating to the
issuance and sale of such Securities, (v) to prepare, negotiate, execute and
deliver, as appropriate, all other agreements, certificates, instruments,
documents, directions and receipts in connection with the issuance and sale of
such Securities, as any such Authorized Officer deems necessary or appropriate
to carry out the purposes and intent of such resolutions, such that the
execution and delivery, as appropriate, of any document by an Authorized Officer
shall be conclusive evidence of approval thereof on behalf of and, in the name
of, the Corporation and (vi) to have the Corporation make such payments as such
Authorized Officers deem necessary or advisable to effect the intent of the
foregoing resolutions;

                  WHEREAS, the terms not defined herein shall have the meanings
assigned to them in the Indenture dated as of March 1, 1997 (the "Original
Indenture") among the Corporation, Northwest Airlines Holdings Corporation (as
successor of Northwest Airlines Corporation, "Old NWA Corp."), as guarantor, and
State Street Bank and Trust Company, as trustee (the "Trustee"), as supplemented
by a Supplemental Indenture, dated as of November 20, 1998 among the
Corporation, as issuer, Northwest Airlines Corporation, the Guarantor, Old NWA
Corp. and the Trustee (the "First Supplemental Indenture") and by a Second
Supplemental Indenture dated as of February 25, 1999 (the "Second Supplemental
Indenture" and, together with the Original Indenture and the First Supplemental
Indenture, the "Indenture") among the Corporation, the Guarantor, Old NWA Corp.
and the Trustee; and
<PAGE>

                  WHEREAS, this Pricing Committee has been created by the
Resolutions to establish the terms of the issuance and sale of one series of
senior unsecured debt securities of the Corporation in an aggregate principal
amount of up to $500,000,000, as fully and unconditionally guaranteed by the
Guarantor, and to take other actions in connection therewith as specified in the
Resolutions;

                  NOW, THEREFORE, BE IT RESOLVED, that pursuant to and in
accordance with the Resolutions, $300,000,000 of aggregate principal amount of
senior unsecured debt obligations of the Corporation shall be issued with the
following terms:

                  (1) The title of the series of debt securities shall be the
         "8.875% Notes due 2006" (referred to herein as the "Notes").

                  (2) The aggregate principal amount of the Notes shall be
         limited to $300,000,000.

                  (3) The Notes shall be issued on May 30, 2001 and shall mature
         on June 1, 2006.

                  (4) The Notes shall bear interest at the rate of 8.875% per
         annum calculated on the basis of a 360-day year of twelve 30-day
         months; interest in respect of each of the Notes shall accrue from May
         30, 2001 or from the most recent Interest Payment Date to which
         interest has been paid or duly provided for until the principal thereof
         is paid or made available for payment; the Interest Payment Dates shall
         be June 1 and December 1 of each year, commencing December 1, 2001; and
         the Regular Record Date for interest payable on any Interest Payment
         Dates shall be the close of business on May 16 or November 16, as the
         case may be, next preceding such Interest Payment Date.

                  (5) Payment of the principal of, premium, if any, and interest
         on each of the Notes shall be payable at the office or agency of the
         Corporation to be maintained in the City of New York; PROVIDED,
         however, that payments of principal, premium or interest on the Notes
         may be made, at the option of the Corporation or the Guarantor, as the
         case may be, by check mailed to the address of the person entitled
         thereto as of the Regular Record Date and as shown on the Register or
         by wire transfer to an account located in the United States designated
         by the holder of such Note.

                  (6) The Notes shall be redeemable, at the option of the
         Corporation, at any time in whole or from time to time in part, upon
         not less than 30 and not more than 60 days' notice mailed to each
         holder of Notes to be redeemed at the holder's address appearing in the
         Register, on any date prior to maturity at a price equal to 100% of the
         principal amount thereof plus accrued interest to the Redemption Date
         (subject to the right of holders of record on the relevant record date
         to receive interest due on an interest payment date that is on or prior
         to the Redemption Date) plus a Make-Whole Premium (as defined below),
         if any (the "Redemption Price"). In no event shall the Redemption Price
         ever be less than 100% of the principal amount of the Notes plus
         accrued interest to the Redemption Date.
<PAGE>

                  "Make-Whole Premium" with respect to the Notes (or portion
thereof) to be redeemed shall be equal to the excess, if any, of:

                                    (i) the sum of the present values,
                           calculated as of the Redemption Date, of:

                                             (A) each interest payment that, but
                                    for such redemption, would have been payable
                                    on the Note (or portion thereof) being
                                    redeemed on each Interest Payment Date
                                    occurring after the Redemption Date
                                    (excluding any accrued interest for the
                                    period prior to the Redemption Date); and

                                             (B) the principal amount that, but
                                    for such redemption, would have been payable
                                    at the final maturity of the Note (or
                                    portion thereof) being redeemed;

                           over

                                    (ii) the principal amount of the Note (or
                           portion thereof) being redeemed plus accrued and
                           unpaid interest to the date of determination.

                  The present values of interest and principal payments referred
         to in clause (i) above shall be determined in accordance with generally
         accepted principles of financial analysis. Such present values shall be
         calculated by discounting the amount of each payment of interest or
         principal from the date that each such payment would have been payable,
         but for the redemption, to the Redemption Date at a discount rate equal
         to the Treasury Yield (as defined below) plus 37.5 basis points.

                  The Make-Whole Premium shall be calculated by an independent
         investment banking institution of national standing appointed by the
         Corporation; provided, that if the Corporation fails to make such
         appointment at least 45 Business Days prior to the Redemption Date, or
         if the institution so appointed is unwilling or unable to make such
         calculation, such calculation shall be made by Salomon Smith Barney
         Inc., or, if such firm is unwilling or unable to make such calculation,
         by an independent investment banking institution of national standing
         appointed by the Trustee (in any such case, an "Independent Investment
         Banker").

                  For purposes of determining the Make-Whole Premium, "Treasury
         Yield" means a rate of interest per annum equal to the weekly average
         yield to maturity of United States Treasury Notes that have a constant
         maturity that corresponds to the remaining term to maturity of the
         Notes to be redeemed, calculated to the nearest 1/12th of a year (the
         "Remaining Term"). The Treasury Yield shall be determined as of the
         third Business Day immediately preceding the applicable Redemption
         Date.

                  The weekly average yields of United States Treasury Notes
         shall be determined by reference to the most recent statistical release
         published by the Federal Reserve Bank
<PAGE>

         of New York and designated "H.15(519) Selected Interest Rates" or any
         successor release (the "H.15 Statistical Release"). If the H.15
         Statistical Release sets forth a weekly average yield for United States
         Treasury Notes having a constant maturity that is the same as the
         Remaining Term, then the Treasury Yield shall be equal to such weekly
         average yield. In all other cases, the Treasury Yield shall be
         calculated by interpolation, on a straight-line basis, between the
         weekly average yields on the United States Treasury Notes that have a
         constant maturity closest to and greater than the Remaining Term and
         the United States Treasury Notes that have a constant maturity closest
         to and less than the Remaining Term (in each case as set forth in the
         H.15 Statistical Release). Any weekly average yields so calculated by
         interpolation shall be rounded to the nearest 1/100th of 1%, with any
         figure of 1/200% or above being rounded upward. If weekly average
         yields for United States Treasury Notes are not available in the H.15
         Statistical Release or otherwise, then the Treasury Yield shall be
         calculated by interpolation of comparable rates selected by the
         Independent Investment Banker.

                  If less than all of the Notes are to be redeemed, the Trustee
         shall select the Notes to be redeemed by such method as the Trustee
         shall deem fair and appropriate. The Trustee may select for redemption
         Notes and portions of Notes in amounts of $1,000 or integral multiples
         of $1,000.

                  (7) The Corporation shall have no sinking fund or analogous
         obligations in respect of the Notes.

                  (8) The Notes shall be issued in denominations of $1,000 or
         any integral multiple of $1,000 in excess of $1,000.

                  (9) Principal of, premium, if any, and interest on the Notes
         shall be payable in Dollars.

                  (10) The Corporation shall not elect to have payments of
         principal of, premium, if any, or interest on the Notes made in a
         currency other than that in which the Notes are denominated or
         designated to be payable; the Notes may be satisfied and discharged
         only as provided in Article 4 of the Indenture.

                  (11) Amounts of payments of principal of, premium, if any, and
         interest shall not be payable on the Notes with reference to an index,
         formula or other similar method.

                  (12) Upon a declaration of acceleration of the Notes, the
         principal of the Notes may be declared due and payable in the manner
         and with the effect provided in the Indenture. Upon (i) payment of the
         amount of principal so declared due and payable, (ii) payment of
         interest on any overdue principal and overdue interest (in each case to
         the extent that the payment of such interest shall be legally
         enforceable) and (iii) the occurrence of certain other events as set
         forth in the Indenture, all of the Corporation's and the Guarantor's
         obligations in respect of the payment of the principal of and interest,
         if any, on the Notes shall terminate.
<PAGE>

                  (13) Interest on any Note shall be payable to the Person in
         whose name such Note is registered at the close of business on the
         Regular Record Date for such interest, pursuant to Section 3.7 of the
         Indenture; interest payable on a temporary or permanent global Note
         shall be paid only as provided in Section 2.3 and Section 3.4 of the
         Indenture, as applicable.

                  (14) There are no special rights that may be granted to
         Holders upon the occurrence of particular events.

                  (15) There are no deletions from, modifications of or
         additions to the Events of Default set forth in Section 5.1 of the
         Indenture or covenants of the Corporation and/or the Guarantor set
         forth in Article 9 of the Indenture.

                  (16) The Notes shall be issued as Registered Securities.

                  (17) The global notes representing the Notes shall be dated
         the date of original issuance of the Notes.

                  (18) The Notes are not subject to defeasance or covenant
         defeasance.

                  (19) The Registrar and Paying Agent shall be initially State
         Street Bank and Trust Company.

                  (20) No warrants shall be issued by the Corporation or the
         Guarantor in connection with, or for the purchase of, the Notes.

                  (21) Initially, there shall be no Exchange Rate Agent.

                  (22) The Notes shall be issued in fully registered form,
         without coupons, and represented, as to each such series, by one or
         more permanent global notes; the initial depositary for the Notes shall
         be The Depository Trust Company ("DTC"), and the Notes shall be
         registered in the name of Cede & Co. as a nominee of DTC; and as
         provided in the Indenture and subject to certain limitations therein
         set forth, the Notes are exchangeable for a like aggregate principal
         amount of Notes of the same series of like tenor of a different
         authorized denomination, as requested by the Holder surrendering the
         same.

                  (23) Bearer Securities in respect of the Notes shall not be
         issued.

                  (24) Other terms of the Notes are as follows:

                           (a) The initial price at which the Notes shall be
                  sold to the public shall be 99.505% of their aggregate
                  principal amount, and the underwriting discount payable to the
                  Salomon Smith Barney, as underwriter, pursuant to the
                  Underwriting Agreement dated May 24, 2001 among Northwest, the
                  Guarantor and Salomon Smith Barney Inc., shall be 1.255% of
                  their aggregate principal amount; and
<PAGE>

                           (b) As provided in the Indenture and subject to
                  certain limitations set forth therein, the obligation of the
                  Corporation to pay principal of, and interest on, the Notes is
                  unconditionally guaranteed on a senior unsecured basis
                  pursuant to the Guarantee endorsed thereon by the Guarantor.

                           (c) The Notes shall be signed on behalf of the
                  Corporation by any Chairman, President, Executive Vice
                  President, Senior Vice President, Vice President, Treasurer or
                  Assistant Treasurer of the Corporation and attested by its
                  Secretary or any of its Assistant Secretaries, PROVIDED that
                  the signature of any such officer may be, but need not be, a
                  facsimile signature imprinted or otherwise reproduced on the
                  Notes, and for that purpose the Corporation has adopted as
                  binding upon it the facsimile signature of any present or
                  future Chairman, President, Executive Vice President, Senior
                  Vice President, Vice President, Treasurer or Assistant
                  Treasurer, Secretary or Assistant Secretary of the
                  Corporation, notwithstanding the fact that at the time the
                  Notes shall be authenticated or delivered or disposed of such
                  individual shall have ceased to hold such position with the
                  Corporation; and, in case any of the above-named officers of
                  the Corporation whose facsimile signature shall appear on any
                  of the Notes shall cease to hold such office before the Notes
                  have been authenticated and delivered or disposed of by the
                  Corporation, such Notes nevertheless may be authenticated and
                  delivered or disposed of and such Notes shall be valid as
                  though such person had not ceased to hold such position with
                  the Corporation; and any such Notes as shall have been so
                  authenticated, delivered or disposed of have been adopted by
                  the Corporation as its binding obligations.

                           (d) The Notes shall be in substantially the form set
                  forth in Exhibit A attached hereto, with such changes and
                  modifications as the Authorized Officers executing the same
                  shall approve, such approval to be conclusively evidenced by
                  such execution, and the Trustee's Certificate of
                  Authentication shall be as set forth in the Indenture.

                           (e) The terms and conditions of the Notes not
                  otherwise specified herein or in the form of each of the Notes
                  shall be as specified in the Indenture; PROVIDED, HOWEVER,
                  that, to the extent that any provision herein with respect to
                  the Notes is inconsistent with any provision in the Indenture,
                  the provisions enumerated herein shall control; and PROVIDED
                  FURTHER, HOWEVER, that, notwithstanding the above, the terms
                  of the Notes enumerated herein are subject to, and qualified
                  in their entirety by reference to, the Trust Indenture Act of
                  1939, as amended.
<PAGE>

                                                    EXHIBIT B TO EXHIBIT 4(a)(2)

                                FORM OF THE NOTE


                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO NORTHWEST AIRLINES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE
THEREOF TO DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR OF DTC OR SUCH SUCCESSOR'S NOMINEE, UNLESS AND UNTIL THIS SECURITY IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM AND TRANSFERS IN
PART OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.

Registered                                        Principal Amount: $300,000,000
No. CR-1                                                    CUSIP No.: 667281AP4

                            NORTHWEST AIRLINES, INC.

                              8.875% NOTES DUE 2006

                     GUARANTEED AS TO PAYMENT OF PRINCIPAL,
                        PREMIUM, IF ANY, AND INTEREST BY
                         NORTHWEST AIRLINES CORPORATION

                  (1) PRINCIPAL AND INTEREST. NORTHWEST AIRLINES, INC., a
         corporation duly organized and existing under the laws of the State of
         Minnesota (herein called the "Company", which term includes any
         successor corporation under the Indenture hereinafter referred to), for
         value received, hereby promises to pay to CEDE & CO., or registered
         assigns, the principal sum of THREE HUNDRED MILLION DOLLARS
<PAGE>

         ($300,000,000) on June 1, 2006, and to pay interest thereon from May
         30, 2001 or from the most recent Interest Payment Date to which
         interest has been paid or duly provided for, on June 1 and December 1
         (each an "Interest Payment Date") in each year, commencing December 1,
         2001 at the rate of 8.875% per annum until the principal hereof is paid
         or made available for payment. Interest will be computed on the basis
         of a 360 day year of twelve 30 day months. The interest so payable, and
         punctually paid or duly provided for, on any Interest Payment Date
         will, as provided in such Indenture, be paid to the Person in whose
         name this Security (or one or more predecessor Securities) is
         registered at the close of business on the sixteenth day of the month
         next preceding such interest payment date, which shall be the sixteenth
         day of May or the sixteenth day of November (whether or not a Business
         Day), as the case may be, next preceding such Interest Payment Date.
         Any such interest not so punctually paid or duly provided for will
         forthwith cease to be payable to the Holder on such Regular Record Date
         and may either be paid to the Person in whose name this Security (or
         one or more Predecessor Securities) is registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest to be fixed by STATE STREET BANK AND TRUST COMPANY, notice
         whereof shall be given to Holders of Securities of this series not less
         than 10 days prior to such Special Record Date, or be paid on a
         specified date in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Securities of this
         series may be listed, and upon such notice as may be required by such
         exchange, all as more fully provided in said Indenture.

                  (2) INDENTURE. This Security is one of a duly authorized
         series of securities of the Company (herein called the "Securities"),
         issued and to be issued in one or more series under an indenture, dated
         as of March 1, 1997 (the "Original Indenture") among the Company,
         Northwest Airlines Holdings Corporation (as successor of Northwest
         Airlines Corporation, "Old NWA Corp."), as guarantor, and State Street
         Bank and Trust Company, as trustee (the "Trustee"), as supplemented by
         a Supplemental Indenture, dated as of November 20, 1998 among the
         Company, as issuer, Northwest Airlines Corporation (as successor to
         Northwest Airlines Holdings Corporation, "NWA Corp."), Old NWA Corp.
         and the Trustee (the "First Supplemental Indenture") and by a Second
         Supplemental Indenture dated as of February 25, 1999 (the "Second
         Supplemental Indenture" and, together with the Original Indenture and
         the First Supplemental Indenture, the "Indenture") among the Company,
         NWA Corp., as guarantor (the "Guarantor"), Old NWA Corp. and the
         Trustee, and with respect to which, the terms of this Security were
         established pursuant to the Officers' Certificate delivered pursuant to
         Section 3.1 of the Indenture and dated the date hereof, to which
         Indenture and all indentures supplemental thereto reference is hereby
         made for a statement of the respective rights, limitations of rights,
         duties and immunities thereunder of the Company, the Guarantor, the
         Trustee and the Holders of the Securities and of the terms upon which
         the Securities are, and are to be, authenticated and delivered.

                    This Security is one of the series designated as the "8.875%
Notes due 2006" of the Company, limited in aggregate principal amount to
$300,000,000. The Securities are
<PAGE>

unsecured obligations of the Company and rank pari passu with all unsecured and
unsubordinated obligations of the Company.

                  The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S.C. sections 777aaa-777bbbb) (the
"TIA"), as in effect on the date of the Indenture (except as otherwise indicated
in the Indenture). Notwithstanding anything to the contrary herein, the
Securities are subject to all such terms, and holders of Securities are referred
to the Indenture and the TIA for a statement of them.

                  (3) METHOD OF PAYMENT. Payment of the principal of, premium,
         if any, and interest on each of the Securities shall be payable at the
         office or agency of the Company to be maintained in the City of New
         York; PROVIDED, HOWEVER, that payments of principal, premium or
         interest on the Securities may be made, at the option of the Company or
         the Guarantor, as the case may be, by check mailed to the address of
         the person entitled thereto as of the Regular Record Date and as shown
         on the Register or by wire transfer to an account located in the United
         States designated by the holder of such Security. Principal of,
         premium, if any, and interest on the Securities shall be payable in
         Dollars.

                  (4) REGISTRAR AND PAYING AGENT. The Registrar and Paying
         Agent shall be initially STATE STREET BANK AND TRUST COMPANY.

                  (5) OPTIONAL REDEMPTION. The Securities shall be redeemable,
         at the option of the Company, at any time in whole or from time to time
         in part, upon not less than 30 and not more than 60 days' notice mailed
         to each holder of Securities to be redeemed at the holder's address
         appearing in the Register, on any date prior to maturity at a price
         equal to 100% of the principal amount thereof plus accrued interest to
         the Redemption Date (subject to the right of holders of record on the
         relevant record date to receive interest due on an interest payment
         date that is on or prior to the Redemption Date) plus a Make-Whole
         Premium (as defined below), if any (the "Redemption Price"). In no
         event shall the Redemption Price ever be less than 100% of the
         principal amount of the Securities plus accrued interest to the
         Redemption Date.

                  "Make-Whole Premium" with respect to the Securities (or
         portion thereof) to be redeemed shall be equal to the excess, if any,
         of:

                                    (i) the sum of the present values,
                           calculated as of the Redemption Date, of:

                                             (A) each interest payment that, but
                                    for such redemption, would have been payable
                                    on the Security (or portion thereof) being
                                    redeemed on each Interest Payment Date
                                    occurring after the Redemption Date
                                    (excluding any accrued interest for the
                                    period prior to the Redemption Date); and
<PAGE>

                                             (B) the principal amount that, but
                                    for such redemption, would have been payable
                                    at the final maturity of the Security (or
                                    portion thereof) being redeemed;

                           over

                                    (ii) the principal amount of the Security
                           (or portion thereof) being redeemed plus accrued and
                           unpaid interest to the date of determination.

                  The present values of interest and principal payments referred
         to in clause (i) above shall be determined in accordance with generally
         accepted principles of financial analysis. Such present values shall be
         calculated by discounting the amount of each payment of interest or
         principal from the date that each such payment would have been payable,
         but for the redemption, to the Redemption Date at a discount rate equal
         to the Treasury Yield (as defined below) plus 37.5 basis points.

                  The Make-Whole Premium shall be calculated by an independent
         investment banking institution of national standing appointed by the
         Company; provided, that if the Company fails to make such appointment
         at least 45 Business Days prior to the Redemption Date, or if the
         institution so appointed is unwilling or unable to make such
         calculation, such calculation shall be made by SALOMON SMITH BARNEY
         INC., or, if such firm is unwilling or unable to make such calculation,
         by an independent investment banking institution of national standing
         appointed by the Trustee (in any such case, an "Independent Investment
         Banker").

                  For purposes of determining the Make-Whole Premium, "Treasury
         Yield" means a rate of interest per annum equal to the weekly average
         yield to maturity of United States Treasury Notes that have a constant
         maturity that corresponds to the remaining term to maturity of the
         Securities to be redeemed, calculated to the nearest 1/12th of a year
         (the "Remaining Term"). The Treasury Yield shall be determined as of
         the third Business Day immediately preceding the applicable Redemption
         Date.

                  The weekly average yields of United States Treasury Notes
         shall be determined by reference to the most recent statistical release
         published by the Federal Reserve Bank of New York and designated
         "H.15(519) Selected Interest Rates" or any successor release (the "H.15
         Statistical Release"). If the H.15 Statistical Release sets forth a
         weekly average yield for United States Treasury Notes having a constant
         maturity that is the same as the Remaining Term, then the Treasury
         Yield shall be equal to such weekly average yield. In all other cases,
         the Treasury Yield shall be calculated by interpolation, on a
         straight-line basis, between the weekly average yields on the United
         States Treasury Notes that have a constant maturity closest to and
         greater than the Remaining Term and the United States Treasury Notes
         that have a constant maturity closest to and less than the Remaining
         Term (in each case as set forth in the H.15 Statistical Release). Any
         weekly
<PAGE>

         average yields so calculated by interpolation shall be rounded to the
         nearest 1/100th of 1%, with any figure of 1/200% or above being rounded
         upward. If weekly average yields for United States Treasury Notes are
         not available in the H.15 Statistical Release or otherwise, then the
         Treasury Yield shall be calculated by interpolation of comparable rates
         selected by the Independent Investment Banker.

                  If less than all of the Securities are to be redeemed, the
         Trustee shall select the Securities to be redeemed by such method as
         the Trustee shall deem fair and appropriate. The Trustee may select for
         redemption Securities and portions of Securities in amounts of $1,000
         or integral multiples of $1,000.

                  (6) SINKING FUND. The Company shall have no sinking fund or
         analogous obligations in respect of the Securities.

                  (7) DISCHARGE AND DEFEASANCE. The Securities are not subject
         to defeasance or covenant defeasance.

                  (8) DENOMINATIONS; TRANSFERS; EXCHANGE. The Securities are in
         fully registered form, without coupons, in denominations of $1,000 or
         any integral multiple of $1,000 in excess of $1,000. A Holder may
         register transfers of or exchange securities in accordance with the
         Indenture. No service charge shall be made for any such registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any tax or other governmental charge payable in
         connection therewith. Prior to due presentment of this Security for
         registration of transfer, the Company, the Trustee and any agent of the
         Company or the Trustee may treat the Person in whose name this Security
         is registered as the owner hereof for all purposes, whether or not this
         Security be overdue, and neither the Company, the Trustee nor any such
         agent shall be affected by notice to the contrary.

                  (9) EVENTS OF DEFAULT; REMEDIES. The Events of Default are as
         set forth in Section 5.1 of the Indenture. If an Event of Default with
         respect to Securities of this series shall occur and be continuing, the
         principal of the Securities of this series may be declared due and
         payable in the manner and with the effect provided in the Indenture.
         Upon a declaration of acceleration of the Securities, the principal of
         the Securities may be declared due and payable in the manner, and with
         the effect, provided in the Indenture.

                  (10) AMENDMENTS AND WAIVERS. The Indenture permits, with
         certain exceptions as therein provided, that with the written consent
         of the Holders of not less than a majority of the aggregate principal
         amount of the Outstanding Securities of each series to be adversely
         affected thereby, the Company, the Guarantor and the Trustee may enter
         into an indenture or indentures thereto to add any provisions or to
         change or eliminate any provisions of the Indenture or any other
         indenture supplemental thereto or to modify the rights of the Holders
         of each such series. The Indenture also provides, with certain
         exceptions therein provided, that the Holders of not less than a
         majority of the aggregate
<PAGE>

         principal amount of the Outstanding Securities of any series by notice
         to the Trustee may waive on behalf of the Holders of all Securities of
         such series a past Default or Event of Default with respect to that
         series and its consequences. Any such consent or waiver by the Holder
         of this Security shall be conclusive and binding upon such Holder and
         upon all future Holders of this Security and of any Security issued
         upon the registration of transfer hereof or in exchange herefor or in
         lieu hereof, whether or not notation of such consent or waiver is made
         upon this Security.

                  (11) OBLIGATIONS ABSOLUTE. No reference herein to the
         Indenture and no provision of this Security or of the Indenture shall
         alter or impair the obligation of the Company, which is absolute and
         unconditional, to pay the principal of (and premium, if any) and
         interest (if any) on this Security at the times, place and rate, and in
         the coin or currency, herein prescribed.

                  (12) GUARANTEE. As provided in the Indenture and subject to
         certain limitations set forth therein, the obligation of the Company to
         pay principal of (and premium, if any), and interest on, this Security
         is fully and unconditionally guaranteed on a senior basis pursuant to
         the Guarantee endorsed hereon (the "Guarantee") by NORTHWEST AIRLINES
         CORPORATION, the Guarantor. The Indenture provides that the Guarantor
         shall be released from the Guarantee and that the holder hereof shall
         have no further claim against the Guarantor upon compliance with
         certain conditions.

                  (13) NO RECOURSE AGAINST OTHERS. No recourse shall be had for
         the payment of the principal of, or premium, if any, or interest on,
         this Security, or for any claim based hereon or otherwise in respect
         hereof, or based on or in respect of the Indenture, any indenture
         supplemental thereto or the Guarantee, against any incorporator,
         stockholder, officer or director, as such, past, present or future, of
         the Company, the Guarantor or of any successor corporation of either,
         whether by virtue of any constitution, statute or rule of law, or by
         the enforcement of any assessment or penalty or otherwise, all such
         liability being, by the acceptance hereof and as part of the
         consideration for the issue hereof, expressly waived and released.

                  (14) DEFINED TERMS. All capitalized terms used in this
         Security which are defined in the Indenture shall have the meanings
         assigned to them in the Indenture.

                  (15) GOVERNING LAW. THE INDENTURE AND THE SECURITIES SHALL BE
         GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
         NEW YORK.

                  (16) SUCCESSORS AND ASSIGNS. All covenants and agreements of
         the Company in the Indenture and the Securities shall bind its
         successors and assigns. All agreements of the Trustee in the Indenture
         shall bind its successor.
<PAGE>

                  (17) AUTHENTICATION. Unless the certificate of authentication
         hereon has been executed by the Trustee or an Authenticating Agent, by
         manual signature, this Security shall not be entitled to any benefit
         under the Indenture or be valid or obligatory for any purpose.

                  (18) ABBREVIATIONS. Customary abbreviations may be used in the
         name of a Holder or an assignee, such as TEN COM (=tenants in common),
         TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
         rights of survivorship and not as tenants in common), CUST
         (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

                  (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated
         by the Committee on Uniform Security Identification Procedures, the
         Company has caused CUSIP numbers to be printed on the Securities, and
         the Trustee may use CUSIP numbers in notices as a convenience to
         Holders. No representation is made as to the accuracy of such numbers
         either as printed on the Securities or as contained in any notice and
         reliance may be placed only on the other identification numbers placed
         thereon.
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Security to be
duly executed and its corporate seal to be hereunto affixed and attested.

                                                NORTHWEST AIRLINES, INC.


Dated: May 30, 2001                             By:
                                                    ----------------------------
                                                    Name: Daniel B. Mathews
                                                    Title: Senior Vice President
                                                           and Treasurer

Attest:
        ---------------------------------
Name:   Michael L. Miller
Title:  Vice President, Law and Secretary


                  The Guarantor has fully and unconditionally guaranteed, to the
extent set forth in the Indenture and subject to the provisions in the
Indenture, the due and punctual payment of each series of Securities issued
thereunder. In case of the failure of the Company punctually to make any such
payment, the Guarantor hereby agrees to cause such payment to be made
punctually.

                  The obligations of the Guarantor to the Holders and to the
Trustee pursuant to the Guarantee are expressly set forth in Article Thirteen of
the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee.

                  IN WITNESS WHEREOF, the Guarantor has caused this instrument
to be duly executed and its corporate seal to be hereunto affixed and attested.

                                                NORTHWEST AIRLINES CORPORATION


Dated: May 30, 2001                             By:
                                                    ----------------------------
                                                    Name: Daniel B. Mathews
                                                    Title: Senior Vice President
                                                           and Treasurer

Attest:
        ---------------------------------
Name:   Michael L. Miller
Title:  Vice President, Law and Secretary

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  This is one of the 8.875% Notes due 2006 described in the
within-mentioned Indenture.

                                            STATE STREET BANK AND TRUST COMPANY,
                                              as Trustee


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


Dated: May 30, 2001

<PAGE>

                            ************************

                                 TRANSFER NOTICE


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________


(PLEASE INSERT SOCIAL SECURITY, TAXPAYER IDENTIFICATION NO. OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE)


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)


the within Security of NORTHWEST AIRLINES, INC. (the "COMPANY") and NORTHWEST
AIRLINES CORPORATION and does hereby irrevocably constitute and appoint
___________attorney to transfer the said Security on the books of the Company,
with full power of substitution in the premises.

Dated:_________                     (THE SIGNATURE MUST BE GUARANTEED BY AN
                                    ELIGIBLE INSTITUTION MEMBER OF THE MEDALLION
                                    SIGNATURE GUARANTEE PROGRAM.)

[NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INVESTMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.]