<PAGE>

                                                                    Exhibit 1.1

                                                                 Execution Copy

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                        NORTHWEST AIRLINES, INC., ISSUER



                    NORTHWEST AIRLINES CORPORATION, GUARANTOR


             9 1/2% Senior Quarterly Interest Bonds Due 2039 (QUIBS)


                             UNDERWRITING AGREEMENT
                             ----------------------










Dated: August 19, 1999


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                        NORTHWEST AIRLINES, INC., ISSUER

                    NORTHWEST AIRLINES CORPORATION, GUARANTOR

             9 1/2% Senior Quarterly Interest Bonds Due 2039 (QUIBS)


                             UNDERWRITING AGREEMENT
                             ----------------------

                                                                 August 19, 1999

Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Salomon Smith Barney Inc.
Banc of America Securities LLC
U.S. Bancorp Piper Jaffray Inc.

As representatives of the Underwriters named
on Schedule I hereto
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036


Dear Sirs:

         Northwest Airlines, Inc., a Minnesota corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule I hereto an
aggregate of $125,000,000 principal amount of 9 1/2% Senior Quarterly Interest
Bonds Due 2039 (QUIBS) (the "Firm Bonds"), with the guarantee (collectively, the
"Guarantees") endorsed thereon of Northwest Airlines Corporation, a Delaware
corporation and the ultimate parent company of the Company (the "Guarantor").
The Company also proposes to grant to the Underwriters an option to purchase up
to $18,750,000 additional principal amount of such Bonds, with Guarantees
endorsed thereon, to cover over-allotments, if any (the "Additional Bonds"). The
Firm Bonds and the Additional Bonds are hereinafter collectively referred to as
the "Bonds". The Bonds are to be issued pursuant to an Indenture dated as of
March 1, 1997 (the "Original Indenture") among the Company, Northwest Airlines
Holdings 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
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



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                                       2

the Original  Indenture and the First Supplemental  Indenture,  the "Indenture")
among the  Corporation,  the Guarantor,  Old NWA Corp. and the Trustee.  As used
herein,  unless the context otherwise requires,  the term  "Underwriters"  shall
mean the firms  named as  Underwriters  in  Schedule I and the  terms,  "you" or
"your" shall mean Morgan Stanley & Co. Incorporated.

         The Guarantor and the Company have filed with the Securities and
Exchange Commission (the "Commission") a shelf registration statement on Form
S-3 (File No. 333-79215) relating to certain classes of securities (such
registration statement, including the exhibits thereto and the documents filed
by the Guarantor with the Commission pursuant to the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") that are incorporated by reference therein,
as amended at the date hereof, being herein referred to as the "Registration
Statement") and the offering thereof from time to time in accordance with Rule
415 of the Securities Act of 1933, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Securities Act"). The Registration
Statement has been declared effective by the Commission. A prospectus supplement
reflecting the terms of the Bonds, the terms of the offering thereof and the
other matters set forth therein, as further specified in Section 5(c) hereof,
will be prepared and filed together with the base prospectus referred to below
pursuant to Rule 424 under the Securities Act (such prospectus supplement, in
the form first filed on or after the date hereof pursuant to Rule 424, being
herein referred to as the "Prospectus Supplement" and any prospectus supplement
relating to the Bonds filed prior to the filing of the Prospectus Supplement
being herein referred to as a "Preliminary Prospectus Supplement"). The base
prospectus, dated June 7, 1999, included in the Registration Statement relating
to offerings of debt securities generally, as supplemented by the Prospectus
Supplement, and including the documents incorporated by reference therein, is
herein called the "Prospectus", except that, if such base prospectus is amended
or supplemented on or prior to the date on which the Prospectus Supplement is
first filed pursuant to Rule 424, the term "Prospectus" shall refer to such base
prospectus as so amended or supplemented and as supplemented by the Prospectus
Supplement, in either case including the documents that are incorporated by
reference therein. Any reference herein to the terms "amendment" or "supplement"
with respect to the Registration Statement, the Prospectus, any Preliminary
Prospectus Supplement or any preliminary prospectus shall be deemed to refer to
and include any documents filed with the Commission under the Exchange Act after
the date hereof, the date the Prospectus is filed with the Commission, or the
date of such Preliminary Prospectus Supplement or preliminary prospectus, as the
case may be, and incorporated therein by reference pursuant to Item 12 of Form
S-3 under the Securities Act.

         Section  1.  Representations  and  Warranties.  The  Guarantor  and the
Company  jointly and severally  represent  and warrant to, and agree with,  each
Underwriter that:

                  (a) The Guarantor and the Company meet the requirements for
         use of Form S-3 under the Securities Act; the Registration Statement
         has become effective; on the original effective date of the
         Registration Statement, on the effective date of the most



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                                       3

         recent post-effective amendment thereto, if any, and on the date of the
         filing by the Guarantor of any annual report on Form 10-K after the
         original effective date of the Registration Statement, the Registration
         Statement, and any amendments and supplements thereto complied in all
         material respects with the requirements of the Securities Act and the
         Registration Statement did not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading; on
         the date hereof and on the Closing Date (as defined below), neither the
         Prospectus nor any amendments thereof and supplements thereto, includes
         or will include an untrue statement of a material fact or omits or will
         omit to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided, however, that this representation and
         warranty shall not apply to any statements or omissions based upon
         information relating to any Underwriter furnished in writing to the
         Guarantor or the Company by or on behalf of any Underwriter expressly
         for use in the Prospectus or to statements or omissions in that part of
         the Registration Statement which shall constitute the Statement of
         Eligibility of the Trustee under the Trust Indenture Act of 1939, as
         amended (the "Trust Indenture Act"), on Form T-1.

                  (b) The documents incorporated by reference in the Prospectus
         pursuant to Item 12 of Form S-3 under the Securities Act, at the time
         they were or hereafter are filed with the Commission, complied and will
         comply in all material respects with the requirements of the Exchange
         Act.

                  (c) Ernst & Young LLP, who have reported upon the audited
         consolidated financial statements and the financial statement
         schedules, if any, included or incorporated by reference in the
         Registration Statement, are independent public accountants within the
         meaning of the Securities Act.

                  (d) This Agreement has been duly authorized, executed and
         delivered by each of the Company and the Guarantor.

                  (e) The Company does not have any "significant subsidiaries"
         as defined in Regulation S-X, and the Guarantor does not have any
         significant subsidiaries (other than the Company).

                  (f) The consolidated financial statements included or
         incorporated by reference in the Registration Statement present fairly
         the consolidated financial position of the Guarantor and its
         consolidated subsidiaries as of the dates indicated and the
         consolidated results of operations and cash flows or changes in
         financial position of the Guarantor and its consolidated subsidiaries
         for the periods specified. Except as stated therein, such financial
         statements have been prepared in conformity with generally accepted
         accounting principles applied on a consistent basis throughout the
         periods


<PAGE>

                                       4

         involved. The financial statement schedules, if any, included or
         incorporated by reference in the Registration Statement present fairly
         the information required to be stated therein. The summary consolidated
         financial data included in the Prospectus present fairly the
         information shown therein and have been compiled on a basis consistent
         with that of the audited consolidated financial statements included or
         incorporated by reference in the Registration Statement.

                  (g) Each of the Company and the Guarantor is a corporation
         duly organized, validly existing and in good standing under the laws of
         the State of Minnesota and Delaware, respectively, with corporate power
         and authority under such laws to own, lease and operate its properties
         and conduct its business as described in the Prospectus and to perform
         its obligations under this Agreement; and each of the Guarantor and the
         Company is duly qualified to transact business as a foreign corporation
         and is in good standing in each other jurisdiction in which it owns or
         leases property of a nature, or transacts business of a type, that
         would make such qualification necessary, except to the extent that the
         failure to so qualify or be in good standing would not have a material
         adverse effect on the condition (financial or other), earnings,
         business or prospects of the Guarantor and its consolidated
         subsidiaries, considered as one enterprise (a "Material Adverse
         Effect").

                  (h) The Company is a "citizen of the United States" (as
         defined in Section 40102(a)(15) of Title 49 of the United States Code)
         and is an air carrier operating under a certificate issued by the
         Secretary of Transportation pursuant to Chapter 447 of Title 49, United
         States Code, for aircraft capable of carrying 10 or more individuals or
         6,000 pounds or more of cargo. There is in force with respect to the
         Company an air carrier operating certificate issued pursuant to Part
         121 of the regulations under the sections of Title 49, United States
         Code, relating to aviation (the "Federal Aviation Act"). All of the
         outstanding shares of capital stock of the Company have been duly
         authorized and validly issued and are fully paid and non-assessable and
         are owned by the Guarantor, indirectly through Old NWA Corp. and NWA
         Inc., each a Delaware corporation, free and clear of any pledge, lien,
         security interest, charge, claim, equity or encumbrance of any kind.

                  (i) The Indenture, each supplement thereto, if any, to the
         date hereof and the supplement thereto or board resolution setting
         forth the terms of the Bonds in Officers' Certificates (as defined in
         the Indenture) (the Indenture, as so supplemented by such supplement or
         supplements and board resolution, being herein referred to as the
         "Designated Indenture") will be substantially in the form heretofore
         delivered to you and, when duly executed and delivered by the Company,
         the Guarantor and the Trustee, will constitute a valid and binding
         obligation of the Company and the Guarantor, enforceable against the
         Company and the Guarantor in accordance with its terms, except as may
         be subject to (A) bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, (B) general


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                                        5

         principles of equity (regardless of whether enforcement is considered
         in a proceeding in equity or at law) and (C) an implied covenant of
         good faith and fair dealing. The Designated Indenture conforms in all
         material respects to the description thereof in the Prospectus, and the
         Original Indenture as executed is substantially in the form filed as an
         exhibit to the Registration Statement and has been duly qualified under
         the Trust Indenture Act.

                  (j) When executed, authenticated, issued and delivered in the
         manner provided for in the Designated Indenture and sold and paid for
         as provided in this Agreement, the Bonds and the related Guarantees
         will constitute valid and binding obligations of the Company or the
         Guarantor, as the case may be, entitled to the benefits of the
         Designated Indenture and enforceable against the Company or the
         Guarantor, as the case may be, in accordance with their terms, except
         as may be subject to (A) bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, (B) general principles of equity
         (regardless of whether enforcement is considered in a proceeding in
         equity or at law) and (C) an implied covenant of good faith and fair
         dealing. Each of the Bonds and the related Guarantees conforms in all
         material respects to the descriptions thereof in the Prospectus.

                  (k) Since the respective dates as of which information is
         given in the Prospectus, except as otherwise stated therein or
         contemplated thereby, there has not been any material adverse change in
         the condition (financial or otherwise), earnings, business or prospects
         of the Guarantor and its consolidated subsidiaries, considered as one
         enterprise, whether or not arising in the ordinary course of business.

                  (l) Neither the Company nor the Guarantor is in default in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any contract, indenture, mortgage, loan
         agreement, note, lease or other agreement or instrument to which it is
         a party or by which it may be bound or to which any of its properties
         may be subject, except for such defaults that would not have a Material
         Adverse Effect. The execution and delivery by the Company and the
         Guarantor of this Agreement and the Designated Indenture, the issuance
         and delivery of the Bonds and the related Guarantees and the
         consummation by the Company and the Guarantor of the transactions
         contemplated by this Agreement and the Prospectus, and compliance by
         the Company and the Guarantor with the terms of this Agreement have
         been duly authorized by all necessary corporate action on the part of
         the Company and the Guarantor and do not and will not result in any
         violation of the charter or by-laws of the Company or the Guarantor,
         and do not and will not result in a breach of any of the terms or
         provisions of, or constitute a default under, or result in the creation
         or imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or the Guarantor under (A) any contract,
         indenture, mortgage, loan agreement, note, lease or other agreement or
         other instrument to which the Company or the Guarantor is a party or by
         which either may be


<PAGE>

                                       6


         bound or to which any of its properties may be subject and which is
         included or incorporated by reference as an exhibit to any document
         incorporated by reference in the Prospectus or included as an exhibit
         to the Registration Statement, except for such breaches, defaults,
         liens, charges or encumbrances that would not have a Material Adverse
         Effect or (B) any existing applicable law, rule, regulation, judgment,
         order or decree of any government, governmental instrumentality or
         court, domestic or foreign, having jurisdiction over the Company or the
         Guarantor or any of their respective properties (other than the
         securities or Blue Sky or similar laws of the various states and of
         foreign jurisdictions), except for such breaches, defaults, liens,
         charges or encumbrances that would not have a Material Adverse Effect.

                  (m) No authorization, approval, consent, order or license of
         or filing with or notice to any government, governmental
         instrumentality or court, domestic or foreign, is required for the
         valid authorization, issuance, sale and delivery of the Bonds and the
         related Guarantees, the valid authorization, execution, delivery and
         performance by the Guarantor and/or the Company of this Agreement or
         the consummation of the transactions contemplated by this Agreement,
         except such as are required under the Securities Act, the Trust
         Indenture Act and the securities or Blue Sky or similar laws of the
         various states and of foreign jurisdictions.

                  (n) Except as disclosed in the Prospectus, there is no action,
         suit or proceeding before or by any government, governmental
         instrumentality or court, domestic or foreign, now pending or, to the
         knowledge of the Company or the Guarantor, threatened against the
         Company or the Guarantor that is required to be disclosed in the
         Prospectus or that could reasonably be expected to have a Material
         Adverse Effect or that could reasonably be expected to materially and
         adversely affect the consummation of the transactions contemplated by
         this Agreement; the aggregate of all pending legal or governmental
         proceedings that are not described in the Prospectus to which the
         Company or the Guarantor is a party or which affect any of their
         respective properties, including ordinary routine litigation incidental
         to their business, would not reasonably be expected to have a Material
         Adverse Effect.

                  (o) There are no contracts or documents of a character
         required to be described in the Registration Statement or the
         Prospectus or to be filed as exhibits to the Registration Statement
         that are not described and filed as required.

                  (p) The Company and the Guarantor each possess all adequate
         certificates, authorizations and permits issued by appropriate
         governmental agencies or bodies which are necessary to conduct, in all
         material respects, the business now operated by them and have not
         received any notice of proceedings relating to the revocation or
         modification of any such certificate, authorization or permit that, if
         determined adversely to the Company or the Guarantor, would have,
         singly or in the aggregate, a Material Adverse Effect.


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                                       7

                  (q) Except as disclosed in the Prospectus, no labor dispute
         with the employees of the Company or the Guarantor exists or, to the
         knowledge of the Company and the Guarantor, is imminent, in either
         case, which might reasonably be expected to have a Material Adverse
         Effect.

                  (r) Neither the Company nor the Guarantor is, and after giving
         effect to the application of the proceeds of the sale of the Bonds as
         described in the Prospectus, neither the Company nor the Guarantor will
         be required to register as, an "investment company" under the
         Investment Company Act of 1940, as amended (the "Investment Company
         Act").

                  (s) The Company and the Guarantor have not taken and will not
         take, directly or indirectly, any action prohibited by Regulation M
         under the Exchange Act, to the extent applicable, in connection with
         the offering of the Bonds and the related Guarantees.

                  (t) The information regarding year 2000 compliance and the
         Euro conversion included or incorporated by reference in the
         Registration Statement and the Prospectus complies in all material
         respects with the requirements of the Securities Act (including Staff
         Legal Bulletin No. 6, SEC Release No. 33-7558 (July 29, 1998) and SEC
         Release No. 33-7609 (November 9, 1998)).

         Any certificate signed by a duly authorized officer of the Company or
the Guarantor and delivered to an Underwriter or to counsel for the Underwriters
in connection with the offering of the Bonds and the related Guarantees shall be
deemed a representation and warranty by the Company or the Guarantor, as the
case may be, to the Underwriters as to the matters covered thereby.

         Section 2. Purchase and Sale. (a) Subject to the terms and conditions
set forth herein and in reliance upon the representations and warranties herein
contained, each of the Company and the Guarantor agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
from the Company the aggregate principal amount of Firm Bonds set forth opposite
the name of such Underwriter on Schedule I, plus any additional principal amount
of Firm Bonds which such Underwriter may become obligated to purchase pursuant
to the provisions of Section 9 hereof, at a purchase price of 96.85% of the
principal amount thereof (plus accrued interest, if any, from August 27, 1999).

                  (b) Subject to the terms and conditions set forth herein and
in reliance upon the representations and warranties contained herein, each of
the Company and the Guarantor agrees to sell to the several Underwriters the
Additional Bonds, and the Underwriters shall have a one-time right to purchase,
severally and not jointly, up to $18,750,000 principal amount of Additional
Bonds at the same purchase price as the Underwriters paid for the Firm Bonds,
plus


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                                       8

accrued interest, if any, from August 27, 1999. The option hereby granted will
expire 30 days after the date hereof and may be exercised in whole or in part
upon written or telegraphic notice by you to the Company setting forth the
aggregate principal amount of Additional Bonds as to which the Underwriters are
exercising the option and the date on which such bonds are to be purchased. Such
date may be the same as the Closing Date (as defined below) but not earlier than
the Closing Date nor later than ten business days after the date of such notice.
If any Additional Bonds are to be purchased, each Underwriter agrees, severally
and not jointly, to purchase the principal amount of Additional Bonds that bears
the same proportion to the aggregate principal amount of Additional Bonds to be
purchased as the principal amount of Firm Bonds set forth in Schedule I hereto
opposite the name of such Underwriter bears to the aggregate principal amount of
Firm Bonds. Delivery of the Additional Bonds, and payment therefor, shall be
made as provided in section 3 hereof.

         Section 3. Delivery of and Payment for the Bonds. (a) Delivery of and
payment for the Firm Bonds shall be made at the offices of Shearman & Sterling,
599 Lexington Avenue, New York, New York 10022 at 10:00 A.M. on August 27, 1999
or on such other date, time and place as may be agreed upon by the Company, the
Guarantor and you (such date and time of delivery and payment for the Firm Bonds
being herein called the "Closing Date").

         Delivery of and payment for any Additional Bonds shall be made at the
offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022
at 10:00 A.M., on the date specified in the notice described in Section 2 or on
such other date, time and place as may be agreed upon by the Company, the
Guarantor and you (such date and time of delivery and payment for the Additional
Bonds being herein called the "Option Closing Date").

                  (b) Delivery of the Firm Bonds and the Additional Bonds, if
any, shall be made to your account at The Depository Trust Company for the
respective accounts of the several Underwriters against payment by the
Underwriters to or upon the order of the Company of the purchase price by wire
transfer of immediately available funds to the Company's account at Norwest Bank
(National Association) or as otherwise instructed in writing by the Company.
Upon delivery, the Bonds shall be in fully registered form in such denominations
and registered in such names, or otherwise, as you shall have requested in
writing at least two full business days in advance of the Closing Date or the
Option Closing Date, as the case may be. The Company and the Guarantor shall not
be obligated to deliver any of the Bonds except upon payment for all the Bonds
to be purchased as provided herein. The Company agrees to have one or more
global certificates representing the Bonds available for inspection and checking
by you in New York, New York not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be.

         Section 4. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase and pay for the Firm Bonds pursuant
to this Agreement are subject to the following conditions:


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                                       9

                  (a) On the Closing Date, no stop order suspending the
         effectiveness of the Registration Statement shall have been issued
         under the Securities Act and no proceedings therefor shall have been
         instituted or threatened by the Commission.

                  (b) On the Closing Date, you shall have received an opinion of
         Simpson Thacher & Bartlett, as counsel for the Company and the
         Guarantor, dated the Closing Date and in form and substance reasonably
         satisfactory to you and counsel for the Underwriters, substantially to
         the effect set forth in Exhibit A hereto.

                  (c) On the Closing Date, you shall have received an opinion of
         the General Counsel of the Company and the Guarantor, dated the Closing
         Date and in form and substance reasonably satisfactory to you and
         counsel for the Underwriters, substantially to the effect set forth in
         Exhibit B hereto.

                  (d) On the Closing Date, you shall have received an opinion of
         Shearman & Sterling, as counsel for the Underwriters, dated the Closing
         Date, with respect to the issuance and sale of the Bonds and the
         related Guarantees, the Registration Statement, the Prospectus and
         other related matters as the Underwriters may reasonably require.

                  (e) On the Closing Date, (i) (A) the Registration Statement,
         as it may then be amended or supplemented, shall not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, (B) the Prospectus, as it may then be amended or
         supplemented, shall not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances under which they were made, (C) the Company and the
         Guarantor shall have complied with all agreements and satisfied all
         conditions on their respective parts to be performed or satisfied at or
         prior to the Closing Date, and (D) the other representations and
         warranties of the Company and the Guarantor set forth in Section 1(a)
         shall be accurate in all material respects as though expressly made at
         and as of the Closing Date (except to the extent that such
         representations and warranties refer to an earlier or later date, in
         which case they shall be accurate in all material respects as of such
         dates) and (ii) subsequent to the execution and delivery of this
         Agreement, there shall not have been any material adverse change in the
         condition (financial or other), earnings, business or prospects of the
         Guarantor and its consolidated subsidiaries, considered as one
         enterprise, whether or not arising in the ordinary course of business,
         that in your judgment, is so material and adverse that it makes it
         impracticable or inadvisable to proceed with the public offering or
         sale of and payment for the Bonds. At the Closing Date, you shall have
         received a certificate of the President or a Senior or Executive Vice
         President, and other senior officers of the Company and the Guarantor
         approved by you, dated as of the Closing Date, to such effect.


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                                       10

                  (f) On each of the date hereof and the Closing Date, you shall
         have received a letter, dated the date hereof or the Closing Date, as
         the case may be, in form and substance satisfactory to you and counsel
         to the Underwriters, from Ernst & Young LLP, the Company's independent
         public accountants, containing statements and information of the type
         ordinarily included in accountants' "comfort letters" to underwriters
         with respect to the financial statements and certain other financial or
         statistical data and certain financial information contained in or
         incorporated by reference into the Registration Statement and the
         Prospectus.

                  (g) Subsequent to the execution and delivery of this Agreement
         and prior to the Closing Date, there shall not have been any
         downgrading nor any notice given to the Company or the Guarantor or any
         public notice given, in either case by a rating agency described below,
         of any intended or potential downgrading or of a possible change that
         does not indicate the direction of the possible change, in the rating
         accorded any of the Company's or the Guarantor's securities, including
         the Bonds and the related Guarantees, by any "nationally recognized
         statistical rating organization", as such term is defined for purposes
         of Rule 436(g)(2) under the Securities Act.

                  (h) The Company and the Guarantor shall have furnished to you
         and to counsel for the Underwriters, in form and substance satisfactory
         to you and to them, such other documents, certificates and opinions as
         such counsel may reasonably request in order to pass upon the matters
         referred to in Section 4(d) and in order to evidence the accuracy and
         completeness of any of the representations, warranties or statements,
         the performance of any covenant by the Company or the Guarantor
         theretofore to be performed, or the compliance with any of the
         conditions herein contained.

         If any of the conditions specified in this Section 4 shall not have
been fulfilled when and as required by this Agreement to be fulfilled, this
Agreement may be terminated by you on notice to the Company and the Guarantor at
any time prior to the Closing Date and such termination shall be without
liability of any party to any other party, except as provided in Section 6.
Notwithstanding any such termination, the provisions of Section 7 shall remain
in effect.

         The several obligations of the Underwriters to purchase Additional
Bonds hereunder are subject to the delivery to the Underwriters on the Option
Closing Date of such documents as they may reasonably request with respect to
the good standing of the Company, the Guarantor, the due authorization and
issuance of the Additional Bonds and related Guarantees and other matters
related to the issuance of the Additional Bonds.

         Section 5. Certain Covenants of the Company and the Guarantor. The
Company and the Guarantor covenant with each Underwriter as follows:


<PAGE>

                                       11

                  (a) To furnish to you, without charge, as soon as practicable
         on the business day next succeeding the date of this Agreement and
         during the period mentioned in paragraph (e) below, as many copies of
         the Prospectus, and any supplements or amendments thereto, as you may
         reasonably request.

                  (b) To furnish to you as many conformed copies of the
         Registration Statement (as originally filed) and of all amendments
         thereto, whether filed before or after such Registration Statement
         became effective, as many copies of all exhibits and documents filed
         therewith or incorporated by reference (through the end of the period
         mentioned in paragraph (e) below) and one signed and as many conformed
         copies of all consents and certificates of experts as you may
         reasonably request and, if requested by you, to furnish to you, for
         each of the Underwriters, one conformed copy of the Registration
         Statement (as originally filed) and of each amendment thereto
         (including documents incorporated by reference into the Prospectus but
         without exhibits)..

                  (c) Promptly following the execution of this Agreement, to
         prepare a Prospectus Supplement that complies with the Securities Act
         and that sets forth the principal amount of the Bonds and their terms
         not otherwise specified in the Preliminary Prospectus Supplement, if
         any, or the base prospectus included in the Registration Statement, the
         name of the Underwriters participating in the offering and the
         principal amount of the Bonds that each severally has agreed to
         purchase, the name of each Underwriter, if any, acting as a
         representative of the Underwriters in connection with the offering, the
         price at which the Bonds are to be purchased by the Underwriters from
         the Company, any initial public offering price, any selling concession
         and reallowance and any delayed delivery arrangements, and such other
         information as you, the Company and the Guarantor deem appropriate in
         connection with the offering of the Bonds. The Company and the
         Guarantor will timely transmit copies of the Prospectus Supplement to
         the Commission for filing pursuant to Rule 424 under the Securities
         Act.

                  (d) Before amending or supplementing the Registration
         Statement or the Prospectus, to furnish each Underwriter with a copy of
         each such proposed amendment or supplement, and to file no such
         proposed amendment or supplement to which you reasonably object by
         notice to the Company after a reasonable period of review; provided
         that the foregoing shall not prevent the Guarantor from filing reports
         required to be filed by it pursuant to the Exchange Act, and provided
         further that the Guarantor shall have provided you with a copy of any
         such report prior to its filing with the Commission.

                  (e) If, during such period after the first date of the public
         offering of the Bonds when the Prospectus is required by law to be
         delivered in connection with sales of the Bonds by an Underwriter or
         dealer any event shall occur as a result of which it is necessary, in
         the reasonable opinion of counsel for the Underwriters or counsel for
         the Company and the Guarantor, to amend the Registration Statement or
         amend or



<PAGE>

                                       12

         supplement the Prospectus in order to make the statements therein, in
         the light of the circumstances when the Prospectus is delivered to a
         purchaser, not misleading, or if it is necessary, in the reasonable
         opinion of either such counsel, to amend the Registration Statement or
         amend or supplement the Prospectus to comply with law, forthwith to
         prepare and furnish, at its own expense, to the Underwriters and to the
         dealers (whose names and addresses you will furnish to the Company) to
         which the Bonds may have been sold by you on behalf of the Underwriters
         and to any other dealers upon request, either amendments or supplements
         to the Prospectus so that the statements in the Prospectus as so
         amended or supplemented will not, in the light of the circumstances
         when the Prospectus is delivered to a purchaser, be misleading or so
         that the Registration Statement or the Prospectus, as so amended or
         supplemented, will comply with law and to cause such amendments or
         supplements to be filed promptly with the Commission. Neither your
         consent to, nor the Underwriters' delivery of, any such amendment or
         supplement shall constitute a waiver of any of the conditions set forth
         in Section 4.

                  (f) During the period mentioned in paragraph (e) above, to
         notify you immediately, (i) of the effectiveness of any amendment to
         the Registration Statement, (ii) of the transmittal to the Commission
         for filing of any supplement to the Prospectus or any document that
         would as a result thereof be incorporated by reference in the
         Prospectus, (iii) of the receipt of any comments from the Commission
         with respect to the Registration Statement, the Prospectus or the
         Prospectus Supplement, (iv) of any request by the Commission for any
         amendment to the Registration Statement or any supplement to the
         Prospectus or for additional information relating thereto or to any
         document incorporated by reference in the Prospectus and (v) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement, of the suspension of the
         qualification of the Bonds for offering or sale in any jurisdiction, or
         of the institution or threatening of any proceeding for any of such
         purposes; and to use every reasonable effort to prevent the issuance of
         any such stop order or of any order suspending such qualification and,
         if any such order is issued, to obtain the lifting thereof at the
         earliest possible moment.

                  (g) To use their respective reasonable efforts, in cooperation
         with the Underwriters, to qualify the Bonds and related Guarantees for
         offer and sale under the securities laws of such states and other
         jurisdictions as you may reasonably request and to maintain such
         qualifications in effect for so long as required for the distribution
         of such Bonds and related Guarantees; provided, however, that neither
         the Company nor the Guarantor shall be obligated to file any general
         consent to service of process or to qualify as a foreign corporation or
         as a dealer in securities in any jurisdiction in which it is not so
         qualified or to subject itself to taxation in respect of doing business
         in any jurisdiction in which it is not otherwise so subject. The
         Company and the Guarantor will use their reasonable efforts to file
         such statement and reports as may be required by the laws of each
         jurisdiction in which the Bonds and the related Guarantees have been
         qualified as

<PAGE>

                                       13

         above provided. The Company and the Guarantor will also supply you with
         such  information as is necessary for the  determination of legality of
         the Bonds and the related  Guarantees for investment  under the laws of
         such jurisdictions as you may reasonably request.

                  (h) To make generally available to the Guarantor's security
         holders as soon as practicable, but not later than 45 days after the
         close of the period covered thereby, an earnings statement of the
         Guarantor (in form complying with the provisions of Rule 158 of the
         Securities Act), covering (i) a period of 12 months beginning after the
         effective date of the Registration Statement and any post-effective
         amendment thereof but not later than the first day of the Guarantor's
         fiscal quarter next following such effective date and (ii) a period of
         12 months beginning after the date of this Agreement but not later than
         the first day of the Guarantor's fiscal quarter next following the date
         of this Agreement.


                  (i) For a period of two years after the Closing Date, to make
         available upon request to the Underwriters, copies of all annual
         reports, quarterly reports and current reports filed with the
         Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as
         may be designated by the Commission, and such other documents, reports
         and information as shall be furnished by the Company or the Guarantor
         to the holders of Bonds and the related Guarantees or to their security
         holders generally provided that at such time the Guarantor is required
         to furnish such reports under the Exchange Act.

                  (j) Between the date of this Agreement and the Closing Date,
         not to offer, sell, or enter into any agreement to sell, directly or
         indirectly, any debt securities issued or guaranteed by the Company or
         the Guarantor with a maturity of more than one year in any offering
         (other than the Bonds), without your prior written consent.

                  (k) To use the proceeds from the sale of the Bonds in the
         manner described in the Prospectus Supplement under the caption "Use of
         Proceeds".

                  (l) During the period when a prospectus relating to the Bonds
         is required to be delivered under Section 5(c) of the Securities Act,
         to file promptly all documents required to be filed with the Commission
         pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                  (m) Until the completion of the resale of the Bonds by the
         Underwriters, none of the Company, the Guarantor or any of their
         affiliated purchasers (as defined in Rule 100 under the Exchange Act),
         either alone or with one or more other persons, will bid for or
         purchase, for any account in which it or any of its affiliated
         purchasers has a beneficial interest, any Bonds, or attempt to induce
         any person to purchase any Bonds; and neither they nor any of their
         affiliated purchasers will make bids or purchases for the purpose of

<PAGE>

                                       14

         creating actual, or apparent, active trading in the Bonds or of raising
         the price of the Bonds.

                  (n) To comply to the best of their abilities with the
         Securities Act, the Exchange Act and the Trust Indenture Act so as to
         permit the completion of the distribution of the Bonds as contemplated
         in this Agreement and in the Prospectus.

         Section 6. Payment of Expenses. The Company and the Guarantor will pay
or cause to be paid all costs and expenses incident to the performance of their
obligations under this Agreement, including, without limitation, (a) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits), as originally filed and as amended, any
Preliminary Prospectus Supplement and the Prospectus and any amendments or
supplements thereto, and the cost of furnishing copies thereof to the
Underwriters, (b) the printing or processing and distribution of this Agreement,
the Bonds, the Blue Sky Survey and any Legal Investment Survey, (c) the delivery
of the Bonds, (d) the fees and disbursements of counsel and accountants for the
Guarantor and the Company, (e) the qualification of the Bonds with the National
Association of Securities Dealers, Inc. (the "NASD") and under the applicable
securities laws in accordance with Section 5(g), including filing fees and
reasonable fees and disbursements of counsel for the Underwriters in connection
therewith and in connection with the Blue Sky Survey, (f) any fees charged by
rating agencies for rating the Bonds (including annual surveillance fees related
to the Bonds as long as they are outstanding) and (g) the fees and expenses of
the Trustee, including the reasonable fees and disbursements of counsel for the
Trustee, in connection with the Bonds.

         If this Agreement is terminated by the Underwriters in accordance with
the provisions of Section 4 or 8, the Company and the Guarantor, jointly and
severally, agree to reimburse the Underwriters for all its reasonable
out-of-pocket expenses, including the fees and disbursements of counsel for the
Underwriters.

         Section 7. Indemnification and Contribution. (a) The Company and the
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls such Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
by such Underwriter or any such controlling person in connection with defending
or investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any Preliminary Prospectus Supplement or the
Prospectus (as amended or supplemented if the Company or the Guarantor shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue



<PAGE>

                                       15

statement or omission based upon information relating to any Underwriter
furnished in writing to the Guarantor or the Company by or on behalf of such
Underwriter expressly for use therein; provided that such indemnity with respect
to the Prospectus shall not inure to the benefit of any Underwriter (or any
person controlling such Underwriter) from whom the person asserting any such
loss, claim, damage or liability purchased the Bonds which are the subject
thereof if such person was not sent a copy of the Prospectus (excluding the
documents incorporated by reference) at or prior to the confirmation of the sale
of such Bonds to such person in any case where such delivery is required by the
Securities Act and the untrue statement or omission of a material fact contained
in such Preliminary Prospectus Supplement was corrected in such subsequent
Prospectus, unless such failure to deliver the Prospectus was a result of
noncompliance by the Company and the Guarantor with their delivery requirements
set forth in Section 5 hereof.

         (b) Each Underwriter, severally and not jointly, agrees to indemnify
and hold harmless the Company and the Guarantor, each of their directors, each
of their officers who signed the Registration Statement and each person, if any,
who controls the Company or the Guarantor within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company and the Guarantor to such Underwriter,
but only with reference to information relating to such Underwriter furnished in
writing to the Guarantor or the Company by or on behalf of any Underwriter
expressly for use in the Registration Statement, any Preliminary Prospectus
Supplement, the Prospectus or any amendments or supplements thereto.

         (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing. An indemnifying
party may participate at its own expense in the defense of such action. If it so
elects within a reasonable time after receipt of such notice, an indemnifying
party, jointly with any other indemnifying parties receiving such notice, may,
except as provided in the immediately following sentence, assume the defense of
such action, with counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one



<PAGE>

                                       16

separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by Morgan Stanley & Co.
Incorporated, in the case of parties indemnified pursuant to paragraph (a)
above, and by the Company or the Guarantor, in the case of parties
indemnified pursuant to paragraph (b). The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.

         (d) If the indemnification provided for in paragraphs (a) and (b) of
this Section 7 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein,
then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantor on the one hand
and the Underwriters on the other hand from the offering of the Bonds or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company and the Guarantor on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company and
the Guarantor on the one hand and the Underwriters on the other hand in
connection with the offering of the Bonds shall be deemed to be in the same
respective proportions as the net proceeds from the offering of the Bonds
(before deducting expenses) received by the Company and the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth on the cover of the Prospectus, bear to the aggregate
public offering price of the Bonds. The relative fault of the Company and the
Guarantor on the one hand and of the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or the
Guarantor or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute pursuant to
this Section 7 are several in proportion to the respective principal amounts
of Bonds they have purchased thereunder, and not joint.

<PAGE>

                                       17


         (e) The Company, the Guarantor and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Bonds
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

         (f) The indemnity and contribution provisions contained in this Section
7 and the representations and warranties of the Company or the Guarantor
contained in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of any Underwriter or any person controlling any Underwriter or
by or on behalf of the Guarantor or Company, its officers or directors or any
person controlling the Guarantor or the Company and (iii) acceptance of and
payment for any of the Bonds.

         Section 8. Termination of Agreement. (a) (i) This Agreement shall be
subject to termination in your absolute discretion, by notice given to the
Company, if after the execution and delivery of this Agreement and prior to the
Closing Date (A) trading generally shall have been suspended or materially
limited on the New York Stock Exchange or the Nasdaq National Market, (B)
trading of any securities of the Guarantor or the Company shall have been
suspended on any exchange or in any over-the-counter market, (C) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities, or (D) there shall have
occurred any outbreak or escalation of hostilities involving the United States
or any calamity or crisis and (ii) in the case of any of the events specified in
clauses (i) (A) through (D), such event singly or together with any other such
event makes it, in your reasonable judgment, impracticable to market the Bonds
and the related Guarantees on the terms and in the manner contemplated in the
Prospectus or inadvisable to enforce contracts for the sale of the Bonds and the
related Guarantees.

         (b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
to the extent provided in Section 6.



<PAGE>

                                       18

Notwithstanding any such termination, the provisions of Section 7 shall remain
in effect. If this Agreement shall be terminated by the Underwriters because of
any failure or refusal on the part of the Guarantor or the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Guarantor or the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the Underwriters
for all out-of-pocket expenses (including the reasonable fees and disbursements
of its counsel) reasonably incurred by the Underwriters in connection with this
Agreement or the offering contemplated hereunder.

         (c) This Agreement may also terminate pursuant to the provisions of
Section 4, with the effect stated in such Section.

         Section 9. Default. If, on the Closing Date or the Option Closing Date,
as the case may, be, any one or more of the Underwriters shall fail or refuse to
purchase Bonds that it has or they have agreed to purchase hereunder on such
date, and the aggregate principal amount of Bonds which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate principal amount of the Bonds to be purchased on
such date, the other Underwriters shall be obligated severally in the
proportions that the principal amount of Firm Bonds set forth opposite their
respective names in Schedule I bears to the aggregate principal amount of Firm
Bonds set forth opposite the names of all such non-defaulting Underwriters, or
in such other proportions as you may specify, to purchase the Bonds which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; provided that in no event shall the principal amount of Bonds that
any Underwriter has agreed to purchase pursuant to Section 2 be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such principal
amount of Bonds without the written consent of such Underwriter. If on the
Closing Date any Underwriter or Underwriters shall fail or refuse to purchase
Firm Bonds and the aggregate principal amount of Firm Bonds with respect to
which such default occurs is more than one-tenth of the aggregate principal
amount of Firm Bonds to be purchased on such date, and arrangements satisfactory
to you and the Company for the purchase of such Bonds are not made within 36
hours after such default, this Agreement shall terminate without liability on
the part of any non-defaulting Underwriter, the Company or the Guarantor, except
that the Company and the Guarantor will continue to be liable for the payment of
expenses for any non-defaulting Underwriter to the extent set forth in Section
6. In any such case either you or the Company shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus or
in any other documents or arrangements may be effected. If, on the Option
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Additional Bonds and the aggregate principal amount of Additional Bonds with
respect to which such default occurs is more than one-tenth of the aggregate
principal amount of Additional Bonds to be purchased, the non-defaulting
Underwriters shall have the option to (i) terminate their obligation hereunder
to purchase Additional Bonds or (ii) purchase not less than the principal amount
of Additional Bonds that such non-defaulting Underwriters would have been
obligated to purchase in the



<PAGE>

                                       19

absence of such default. Any action taken under this paragraph shall not relieve
any  defaulting  Underwriter  from  liability  in respect of any default of such
Underwriter under this Agreement

         If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Guarantor or the
Company to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Guarantor or the Company shall be unable to
perform its obligations under this Agreement, the Company will reimburse the
Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the
reasonable fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering contemplated
hereunder.

         Section 10. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         Section 11. Governing Law and Time. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York.
Specified times of the day refer to New York City time.

         Section 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered,
mailed, or transmitted by any standard form of telecommunication, including
telex or facsimile transmission. Notices to the Underwriters shall be directed
to Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036,
Telephone No.: 212-761-2000, Facsimile No.: 212-761-0780, Attention: Debt
Syndicate Department. Notices to the Company shall be directed to it by mail at
Northwest Airlines, Inc., 5101 Northwest Drive, St. Paul, Minnesota 55111, with
a copy to Northwest Airlines Corporation at the same address, attention of
Executive Vice President and Chief Financial Officer, or by delivery to the
Company and the Guarantor at 2700 Lone Oak Parkway, Eagan, Minnesota 55121,
attention of Executive Vice President and Chief Financial Officer.

         Section 13. Parties. This Agreement is made solely for the benefit of
the Underwriters, the Company, the Guarantor and, to the extent expressed, any
person controlling the Company, the Guarantor or the Underwriters within the
meaning of Section 15 of the Securities Act, and their respective executors,
administrators, successors and assigns and no other person shall acquire or have
any right under or by virtue of this Agreement. The term "successors and
assigns" shall not include any purchaser, as such purchaser, from the
Underwriters of the Bonds.

         Section 14.  Headings.  The headings of the sections of this  Agreement
have been inserted for  convenience  of reference only and shall not be deemed a
part of this Agreement.


<PAGE>


                                       20

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among the Company, the Guarantor and
the Underwriters in accordance with its terms.

                                       Very truly yours,

                                       NORTHWEST AIRLINES, INC.


                                       By:  /s/ Neal S. Cohen
                                            -----------------------------------
                                            Name: Neal S. Cohen
                                            Title:  Senior Vice President and
                                                 Treasurer


                                       NORTHWEST AIRLINES
                                         CORPORATION


                                       By:  /s/ Neal S. Cohen
                                            -----------------------------------
                                            Name: Neal S. Cohen
                                            Title:   Senior Vice President and
                                                 Treasurer


Accepted as of the date first
        above written:

Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Salomon Smith Barney Inc.
Banc of America Securities LLC
U.S. Bancorp Piper Jaffray Inc.

By:   MORGAN STANLEY & CO.  INCORPORATED


By:   /s/ Michael Fusco
      -----------------------------
      Name: Michael Fusco
      Title:   Vice President


<PAGE>



                                    EXHIBIT A
                                    ---------

                               Form of Opinion of
                           Simpson Thacher & Bartlett

         (i) The Guarantor has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State of Delaware
and has full corporate power and authority to conduct its business as described
in the Registration Statement and Prospectus.

         (ii) Each of the Original Indenture, the First Supplemental Indenture
and the Second Supplemental Indenture has been duly authorized, executed and
delivered by the Guarantor, and the Original Indenture has been duly qualified
under the Trust Indenture Act; and, assuming that the Indenture is the valid and
legally binding obligation of the Trustee, the Indenture constitutes a valid and
legally binding obligation of the Company and the Guarantor, enforceable against
the Company and the Guarantor in accordance with its terms.

         (iii) The Bonds have been duly authorized, executed and issued by the
Company and, assuming due authentication thereof by the Trustee and upon payment
and delivery in accordance with this Agreement, will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.

         (iv) The Guarantees have been duly authorized, executed and issued by
the Guarantor and, assuming the authentication of the Bonds by the Trustee and
upon payment for and delivery of the Bonds in accordance with this Agreement,
will constitute valid and legally binding obligations of the Guarantor,
enforceable against the Guarantor in accordance with their respective terms.

         (v) The statements made in the Prospectus under the captions
"Description of the Bonds and Parent Guaranty" and "Description of Debt
Securities," insofar as they purport to constitute summaries of certain terms of
the Bonds, the Guarantees and the Indenture specifically referred to therein,
constitute accurate summaries of such terms in all material respects.

         (vi) This Agreement has been duly authorized, executed and delivered by
each of the Company and the Guarantor.

         (vii) No consent, approval, authorization, order, registration or
qualification of or with any federal or New York governmental agency or body or
any Delaware governmental agency or body acting pursuant to the Delaware General
Corporation Law or, to our knowledge, any federal or New York court or any
Delaware court acting pursuant to the Delaware General Corporation Law is
required for the issue and sale of the Bonds and the Guarantees in the manner
contemplated by this Agreement, except for the registration under the Securities
Act of the Bonds and the Guarantees, and such consents, approvals,
authorizations, registrations or qualifications


<PAGE>

                                      A-2

as may be required  under state  securities or Blue Sky laws in connection  with
the  purchase  and   distribution  of  the  Bonds  and  the  Guarantees  by  the
Underwriters.

         (viii) Neither the Company nor the Guarantor is, and, after giving
effect to the application of the proceeds of the sale of the Bonds as described
in the Prospectus, neither the Company nor the Guarantor will be, required to
register as an "investment company" within the meaning of and subject to
regulation under the Investment Company Act of 1940, as amended.

         (ix) The Registration Statement has become effective under the
Securities Act, the Prospectus has been filed in accordance with Rule 424(b) of
the rules and regulations of the Commission under the Securities Act and, to our
knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose has been instituted
or threatened by the Commission.

         Such counsel may state that its opinion as set forth in paragraphs
(ii), (iii) and (iv) are subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing. In addition, such counsel shall
also state that they have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Prospectus or the documents incorporated by reference (collectively, the
"Exchange Act Documents") and take no responsibility therefor, except as and to
the extent set forth in paragraph (v) above, and in the course of the
preparation by the Company and the Guarantor of the Registration Statement and
the Prospectus (excluding the Exchange Act Documents), such counsel participated
in conferences with certain officers and employees of the Company and the
Guarantor, with representatives of the independent public accountants for the
Company and the Guarantor and with counsel to the Company and the Guarantor.
Such counsel may state that they did not prepare the Exchange Act Documents
(other than the Form 8-Ks), however, such counsel reviewed the Exchange Act
Documents with the Company and the Guarantor and with counsel to the Company and
the Guarantor prior to their filing with the Commission, and, based upon such
counsel's examination of the Registration Statement, the Prospectus and the
Exchange Act Documents, such counsel's investigations made in connection with
the preparation of Registration Statement and the Prospectus (excluding the
Exchange Act Documents) and such counsel's participation in the conferences
referred to above, (i) such counsel is of the opinion that the Registration
Statement at the time such Registration Statement became effective and the
Prospectus (excluding the Exchange Act Documents), as of August 19, 1999,
complied as to form in all material respects with the requirements of the
Securities Act, the Trust Indenture Act and the applicable rules and regulations
of the Commission thereunder and that the Exchange Act Documents complied as to
form when filed in all material respects with the requirements of the Exchange
Act and the applicable rules and regulations of the Commission thereunder,
except that in each case such counsel may state that it expresses no opinion
with respect to the financial statements or other financial or statistical data


<PAGE>

                                      A-3

contained or incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents, and (ii) such counsel has no reason to
believe that the Registration Statement, at the time such Registration Statement
became effective (including the Exchange Act Documents on file with the
Commission on such effective date) contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading or that the
Prospectus (including the Exchange Act Documents) as of August 19, 1999 or as of
the Closing Date contains an untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
that in each case such counsel may state that it expresses no belief with
respect to the financial statements and other financial or statistical data
contained or incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents.

                  Insofar as the opinions expressed by such counsel relate to or
are dependent upon matters governed by the laws of the State of Minnesota, such
counsel may state that it has relied upon the opinion of the Office of the
General Counsel of the Company, delivered to you concurrently with such
counsel's opinion.


<PAGE>



                                    EXHIBIT B
                                    ---------

                     Form of Opinion of the General Counsel
                        of the Guarantor and the Company

         (i) The Company has been duly incorporated, is validly existing and in
good standing under the laws of the State of Minnesota with corporate power and
corporate authority under such laws to own, lease and operate its properties and
conduct its business as described in the Prospectus and to perform its
obligations under this Agreement, the Designated Indenture and the Bonds.

         (ii) The Company is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in which it owns
or leases property of a nature, or transacts business of a type, that would make
such qualification necessary, except where the failure to so qualify or be in
good standing would not have a Material Adverse Effect.

         (iii) The Guarantor is duly qualified to transact business as a foreign
corporation and is in good standing in the State of Minnesota.

         (iv) The Company is a "citizen of the United States" (as defined in
Section 40102(a)(15) of Title 49 of the United States Code) and is an air
carrier operating under a certificate issued by the Secretary of Transportation
pursuant to Chapter 447 of Title 49, United States Code, for aircraft capable of
carrying 10 or more individuals or 6,000 pounds or more of cargo; there is in
force with respect to the Company an air carrier operating certificate issued
pursuant to Part 121 of the regulations under the Federal Aviation Act; all of
the outstanding shares of capital stock of the Company have been duly authorized
and validly issued and are fully paid and non-assessable and are owned by the
Guarantor, indirectly through Old NWA Corp. and NWA Inc., each a Delaware
corporation, free and clear of any pledge, lien, security interest, charge,
claim, equity or encumbrance of any kind.

         (v) To such counsel's knowledge, except as disclosed in the documents
incorporated by reference in the Registration Statement and the Prospectus (the
"Exchange Act Documents"), there are no statutes or regulations, or any pending
or threatened legal or governmental proceedings, required to be described in the
Prospectus that are not described as required, nor any contracts or documents of
a character required to be described or referred to in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement that are not described, referred to or filed as required.

         (vi) The execution and delivery by the Guarantor and the Company of
this Agreement and the Indenture, the issuance and sale of the Bonds and the
related Guarantees, the consummation by the Guarantor and the Company of the
transactions contemplated by this Agreement and the Designated Indenture and
compliance by the Company and the Guarantor with the terms hereof and thereof do
not and will not result in any violation of the charter or by-laws of the
Company or the Guarantor, and do not and will not result in a breach of any of
the



<PAGE>

                                      B-2

terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of
the Company or the Guarantor under (A) any indenture, mortgage, loan agreement,
note, lease or other agreement or instrument included or incorporated by
reference as an exhibit to the Exchange Act Documents (except for such breaches,
defaults, liens, charges or encumbrances that would not have a Material Adverse
Effect) or included as an exhibit to the Registration Statement (except for such
breaches, defaults, liens, charges or encumbrances that would not have a
Material Adverse Effect), (B) any existing law, rule or regulation of the State
of Minnesota or the United States of America applicable to the Company or the
Guarantor (other than the securities or Blue Sky laws of the State of Minnesota,
as to which such counsel need express no opinion), or (C) any judgment, order or
decree of any government, governmental instrumentality or court, domestic or
foreign, known to such counsel and having jurisdiction over the Company or the
Guarantor or any of their respective properties.

         (vii) Under any provision of law or regulation applicable to the
Company or the Guarantor of the State of Minnesota or the United States of
America, no authorization, approval, consent, order or license of or filing with
or notice to any governmental agency or body or any court is required for the
valid authorization, issuance and delivery of the Bonds or the related
Guarantees, the valid authorization, execution and delivery by the Company and
the Guarantor of, and the performance by the Company and the Guarantor of their
respective obligations under, this Agreement and the Designated Indenture,
except such as are required under the securities or Blue Sky laws of the State
of Minnesota.

         (viii) This Agreement has been duly authorized, executed and delivered
by the Company.

         (ix) The Designated Indenture has been duly authorized, executed and
delivered by the Company; the Bonds have been duly authorized by requisite
corporate action on the part of the Company and have been duly executed and
issued by the Company.

         (x) The Exchange Act Documents (except for the financial statements and
schedules and other financial data included or incorporated by reference therein
or omitted therefrom, as to which such counsel need express no opinion), as of
the dates they were filed with the Commission, complied as to form in all
material respects with the requirements of the Exchange Act.

         In addition, counsel shall state that such counsel or lawyers on his
staff have participated in the preparation of the Registration Statement, the
Prospectus and the Exchange Act Documents and have participated in conferences
with certain officers and employees of the Company and the Guarantor, counsel
employed by the Company and the Guarantor, representatives of the independent
public accountants for the Company and the Guarantor, representatives of the
Underwriters and counsel for the Underwriters, at which conferences the



<PAGE>

                                      B-3

contents of the Registration Statement and Prospectus and related matters were
discussed. Such counsel shall also state that, although such counsel is not
passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement, the Prospectus or the Exchange Act Documents and has not made any
independent check or verification thereof, on the basis of the participation of
such counsel or lawyers on his staff in the conferences referred to above and
their examination of the Registration Statement, the Prospectus and the Exchange
Act Documents, nothing has come to such counsel's attention that leads him to
believe that the Registration Statement, as of the effective date hereof
(including the Exchange Act Documents on file with the Commission on such
effective date) contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or the Prospectus (including the Exchange Act
Documents) as of its date or at the Closing Date contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that such
counsel need express no opinion with respect to the financial statements,
schedules and other financial data included or incorporated or deemed to be
incorporated by reference in the Registration Statement or Prospectus or with
respect to the Statement of Qualification on Form T-1.


<PAGE>


                                   SCHEDULE I

<TABLE>
<CAPTION>
         Underwriters                                                             Principal Amount

<S>                                                                                             <C>
Morgan Stanley & Co. Incorporated.......................................                        $14,875,000
Goldman, Sachs & Co.....................................................                         14,800,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated......................                         14,800,000
PaineWebber Incorporated................................................                         14,800,000
Prudential Securities Incorporated......................................                         14,800,000
Salomon Smith Barney Inc................................................                         14,800,000
Banc of America Securities LLC..........................................                          9,250,000
U.S. Bancorp Piper Jaffray Inc..........................................                          9,250,000
ABN AMRO Incorporated...................................................                            750,000
A.G. Edwards & Sons, Inc................................................                            750,000
Bear, Stearns & Co.  Inc................................................                            750,000
Dain Rauscher Incorporated..............................................                            750,000
Deutsche Bank Securities Inc............................................                            750,000
Everen Securities, Inc..................................................                            750,000
First Union Capital Markets Corp........................................                            750,000
Schroder & Co.  Inc.....................................................                            750,000
SG Cowen Securities Corporation.........................................                            750,000
Advest, Inc.............................................................                            375,000
Robert W. Baird & Co.  Incorporated.....................................                            375,000
BB&T Capital Markets, A Division of Scott & Stringfellow................                            375,000
J.C. Bradford & Co......................................................                            375,000
Crowell, Weedon & Co....................................................                            375,000
Davenport & Company LLC.................................................                            375,000
Fahnestock & Co.  Inc...................................................                            375,000
Ferris, Baker Watts, Incorporated.......................................                            375,000
Fifth Third Securities, Inc.............................................                            375,000
First Albany Corporation................................................                            375,000
Gibraltar Securities Co.................................................                            375,000
Gruntal & Co., L.L.C....................................................                            375,000
Janney Montgomery Scott Inc.............................................                            375,000
John G. Kinnard and Company, Incorporated...............................                            375,000
Legg Mason Wood Walker, Incorporated....................................                            375,000
Mesirow Financial, Inc..................................................                            375,000
Miller, Johnson & Kuehn, Incorporated...................................                            375,000
Morgan Keegan & Company, Inc............................................                            375,000
Parker/Hunter Incorporated..............................................                            375,000
Pershing/A Division of Donaldson, Lufkin & Jenrette.....................                            375,000
Raymond James & Associates, Inc.........................................                            375,000
The Robinson-Humphrey Company, LLC......................................                            375,000

<PAGE>

                                      B-5

Roney & Co..............................................................                            375,000
Southwest Securities, Inc...............................................                            375,000
Sterne, Agee & Leach, Inc...............................................                            375,000
Stifel, Nicolaus & Company, Incorporated................................                            375,000
Tucker Anthony Incorporated.............................................                            375,000
Wachovia Securities, Inc................................................                            375,000
Wedbush Morgan Securities...............................................                            375,000
Total...................................................................                       $125,000,000
                                                                                               ------------
                                                                                               ------------
</TABLE>