NORTHWEST AIRLINES CORP, PRE 14A, 1998-03-11

NORTHWEST AIRLINES CORP
PRE 14A, 1998-03-11
AIR TRANSPORTATION, SCHEDULED

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NORTHWEST AIRLINES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
(5) Total fee paid:

------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
(3) Filing Party:

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(4) Date Filed:

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PRELIMINARY PROXY MATERIAL

[LOGO]

NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 1998
------------------------

To the Stockholders of Northwest Airlines Corporation:

The Annual Meeting of Stockholders of Northwest Airlines Corporation (the
"Corporation") will be held at the Equitable Life Building, 787 Seventh Avenue,
New York, New York 10019 on Friday, April 24, 1998, at 9:30 a.m., Eastern
Daylight Time, for the following purposes:

(1) To elect fourteen directors of the Corporation to serve terms of one
year and until their successors have been duly elected and qualified.
Three of the director nominees will be elected exclusively by the holders
of the Series C Preferred Stock of the Corporation in accordance with the
provisions of the Certificate of Designation with respect to the Series C
Preferred Stock.

(2) To approve an amendment to the Corporation's Second Amended and Restated
Certificate of Incorporation to combine and reclassify the existing
separate classes of voting and non-voting Class A and Class B Common
Stock into a single class of voting Common Stock.

(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Board of Directors has fixed the close of business on February 27, 1998
as the record date for determination of the stockholders authorized to receive
notice of and to vote at the meeting. A complete list of such stockholders will
be open for examination by any stockholder for any purpose germane to the
meeting at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York, during ordinary business hours for a period of ten days prior to
the meeting. The list will also be available on April 24, 1998 at the place of
the meeting. Your attention is directed to the accompanying proxy statement.

By Order of the Board of Directors,

Douglas M. Steenland
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY

March , 1998
Eagan, Minnesota

IF YOU PLAN TO ATTEND THE ANNUAL MEETING, CHECK THE APPROPRIATE BOX ON YOUR
PROXY CARD WHEN YOU RETURN IT, AND BRING TO THE ANNUAL MEETING THE ADMISSION
TICKET THAT IS PRINTED ON THE LAST PAGE OF THE PROXY STATEMENT. YOU MUST HAVE AN
ADMISSION TICKET (PRINTED ON THE LAST PAGE OF THE PROXY STATEMENT OR OTHER PROOF
OF SHARE OWNERSHIP (FOR EXAMPLE, A RECENT STATEMENT OF YOUR BROKER)). IF YOU DO
NOT PLAN TO ATTEND THE MEETING, PLEASE SIGN THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE SO THAT YOUR SHARES WILL BE VOTED. THE ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
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PRELIMINARY PROXY MATERIAL

[LOGO]

NORTHWEST AIRLINES CORPORATION

2700 LONE OAK PARKWAY

EAGAN, MINNESOTA 55121

------------------------

PROXY STATEMENT
---------------------

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 24, 1998

------------------------

GENERAL INFORMATION

SOLICITATION OF PROXIES

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Northwest Airlines Corporation (the
"Corporation") for use at the Annual Meeting of Stockholders to be held on
Friday, April 24, 1998 at the Equitable Life Building, 787 Seventh Avenue, New
York, New York 10019 at 9:30 a.m. Eastern Daylight Time or at any postponement
or adjournment thereof (the "Annual Meeting"). This proxy statement and the
accompanying proxy card are being mailed to stockholders on or about March ,
1998.

The cost of this solicitation, including all expenses incurred in preparing,
printing and mailing this proxy statement, will be borne by the Corporation. In
addition to solicitation by mail, proxies may be solicited by certain directors,
officers and employees of the Corporation in person and by telephone. Such
directors, officers and employees will not be additionally compensated, but may
be reimbursed for out-of-pocket expenses in connection with such solicitation.
The Corporation also will request brokerage firms, nominees, custodians and
fiduciaries to forward proxy material to the beneficial owners of shares held of
record and will reimburse such persons for their expenses in connection
therewith.

OUTSTANDING SHARES AND VOTING RIGHTS

OUTSTANDING SHARES

The Board of Directors has set February 27, 1998 as the record date (the
"Record Date") for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting. On the Record Date, there were outstanding
98,146,317 shares of Class A Common Stock, par value $.01 per share (the "Class
A Common Stock"), 11,745 shares of Class B Common Stock, par value $.01 per
share

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(the "Class B Common Stock"), and 6,100,049 shares of Series C Preferred Stock,
par value $.01 per share (the "Series C Preferred Stock"). These securities
constitute the only classes of securities entitled to vote at the Annual
Meeting.

VOTING RIGHTS

CLASS A COMMON STOCK

Each outstanding share of Class A Common Stock entitles the holder thereof
to one vote on all matters to be voted on by the Corporation's stockholders
other than the election of directors to be elected by the holders of Series C
Preferred Stock (the "Series C Directors").

CLASS B COMMON STOCK

Each outstanding share of Class B Common Stock entitles the holder thereof
to one vote on the proposal to combine and reclassify the existing separate
classes of voting and non-voting Class A and Class B Common Stock into a single
class of voting Common Stock (Proposal 2) and the Class B Common Stock will vote
as a separate class with respect to Proposal 2. Holders of Class B Common Stock
are not entitled to vote on any other matters to be voted on by the
Corporation's stockholders at the Annual Meeting.

SERIES C PREFERRED STOCK

The Series C Preferred Stock is held by certain trusts established for the
benefit of the Corporation's employees under the Northwest Airlines Corporation
Employee Stock Plan (the "Employee Stock Plan") and former Northwest employees
to whom such stock is distributed from the trusts and their spouses, children
and heirs (collectively, "Qualified Holders"). As part of an overall revised
compensation plan for the Corporation's employees provided by labor agreements
entered into in 1993, the Corporation issued to the trusts for the benefit of
participating employees 9,048,893 shares of Series C Preferred Stock and
17,777,025 shares of Class A and Class B Common Stock. Each share of Series C
Preferred Stock is convertible at any time prior to redemption into 1.364 shares
of Common Stock. The Series C Preferred Stock votes with the Class A Common
Stock on all matters submitted to stockholders for a vote, except with respect
to the election of directors. Each outstanding share of Series C Preferred Stock
held by a Qualified Holder is entitled to the number of votes equal to 1.364
votes per share at the Annual Meeting. Shares of Series C Preferred Stock
automatically convert into shares of Class A Common Stock upon their sale or
transfer to a non-Qualified Holder.

With respect to the election of directors, the Series C Preferred Stock
voting as a separate class is entitled to elect three Series C Directors, one of
whom is nominated by the International Brotherhood of Teamsters (the "IBT"), one
by the International Association of Machinists and Aerospace Workers (the "IAM")
and one by the Northwest Master Executive Council ("Northwest MEC") of the Air
Line Pilots Association International ("ALPA"). Until July 31, 2003, the number
of Series C Directors will be the greater of three or the number that represents
at least 15 percent of the Corporation's directors. Qualified Holders of Series
C Preferred Stock are entitled to vote for or against the three Series C
Director nominees as a slate and are not entitled to vote for or against any
single Series C Director nominee and are not entitled to vote for the election
of any other directors of the Corporation.

STOCKHOLDERS' AGREEMENT

In connection with the acquisition in 1989 of the Corporation's principal
subsidiary, NWA Inc., which is the parent of Northwest Airlines, Inc.
("Northwest Airlines"), the original investors in the Corporation (the "Original
Investors") and the Corporation entered into an agreement (as amended, the
"Stockholders' Agreement"). The parties to the Stockholders' Agreement (other
than the Corporation), presently consisting of Alfred A. Checchi and certain
trusts established for the benefit of Mr. Checchi's family,

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Gary L. Wilson and certain members of Mr. Wilson's family, Frederic V. Malek and
certain trusts established for the benefit of Mr. Malek's family, and Richard C.
Blum & Associates--NWA Partners, L.P. ("Blum--NWA Partners"), who in the
aggregate own as of February 27, 1998, 26.3 percent of the Corporation's
outstanding Class A Common Stock on a fully diluted basis, have agreed to vote
their shares of Class A Common Stock for the election to the Board of Directors
of (i) three designees of Alfred A. Checchi and certain trusts formed for the
benefit of Mr. Checchi or members of his family (collectively, the "Checchi
Family"), (ii) three designees of Gary L. Wilson and members of his family
(collectively, the "Wilson Family"), and (iii) one designee of Blum--NWA
Partners or its affiliates.

For each transfer of 2,635,019 shares of Common Stock by the Checchi Family
and the Wilson Family and their affiliates beyond the transfer of 7,905,057
shares, the number of directors that the Checchi Family and the Wilson Family
may designate on the Board will be reduced by one. The right of an Original
Investor to designate one or more directors pursuant to the Stockholders'
Agreement terminates if such party owns fewer than 2,635,019 shares of Common
Stock. If the directors elected by the Series C Prefered Stock represent less
than 15% of the total number of directors, or if the Corporation defaults in
certain repurchase obligations with respect to the Series C Preferred Stock, the
Original Investors have agreed to cause their representatives on the Board to
vote to increase the size of the Board so as to accommodate the additional
directors to which the Series C Preferred Stock may be entitled in accordance
with the terms of the relevant Certificate of Designation.

KLM STANDSTILL AGREEMENT

Koninklijke Luchtvaart Maatschappij N.V. ("KLM") is a party to a Standstill
Agreement dated as of September 29, 1997 (the "Standstill Agreement") between
KLM and the Corporation. All 18,177,874 shares of Class A Common Stock held by
KLM are subject to the voting restrictions provided for in the Standstill
Agreement. Pursuant to the Standstill Agreement, KLM is required to be present
(in person or represented by proxy) at all of the Corporation's stockholders'
meetings so that KLM's Class A Common Stock can be counted for the purpose of
determining the presence of a quorum at such meetings. KLM is required to vote
its Class A Common Stock in favor of the election to the Board of Directors of
the persons recommended by the Corporation's Board of Directors. KLM has
discretion with respect to the voting of its Class A Common Stock on all other
matters.

FOREIGN OWNERSHIP OF SHARES

The Federal Aviation Act prohibits non-United States citizens from owning
more than 25 percent of the voting interest of a company such as the
Corporation, which owns a United States air carrier. The Corporation's
certificate of incorporation provides that no share of the Corporation's voting
stock may be voted by or at the direction of persons who are not United States
citizens unless such shares are registered on a separate stock registry
maintained by the Corporation for non-United States holders (the "Foreign Stock
Registry"). The Corporation's bylaws provide that no shares of the Corporation's
voting stock held by non-United States citizens will be registered on the
Foreign Stock Registry if the amount so registered would exceed foreign
ownership restrictions--currently 25 percent of the voting stock of the
Corporation.

As of the Record Date, shares representing 16.9 percent of the total
outstanding voting stock of the Corporation (on a fully diluted basis) have been
registered on the Foreign Stock Registry. KLM presently owns or controls and has
registered on the Foreign Stock Registry 18,177,874 shares of Class A Common
Stock, which constitute 16.8 percent of the total outstanding voting stock of
the Corporation on a fully diluted basis. Any holder of Class A Common Stock who
is not a United States citizen and has not registered its shares on the Foreign
Stock Registry maintained by the Corporation will not be permitted to vote its
shares at the Annual Meeting. The enclosed proxy card contains a certification
that by signing the proxy card the stockholder certifies that such stockholder
is a United States citizen as that term is defined in the Federal Aviation Act
or that the shares represented by the proxy card have been registered on the
Corporation's Foreign Stock Registry.

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Under Section 40102(a)(15) of the Federal Aviation Act, the term "citizen of
the United States" is defined as: (i) an individual who is a citizen of the
United States, (ii) a partnership each of whose partners is an individual who is
a citizen of the United States, and (iii) a corporation or association organized
under the laws of the United States or a state, the District of Columbia or a
territory or possession of the United States of which the president and at least
two-thirds of the board of directors and other managing officers are citizens of
the United States, and in which at least 75 percent of the voting interest is
owned or controlled by persons that are citizens of the United States.

VOTING PROCEDURES; QUORUM

Shares of stock represented by a proxy card that is returned properly signed
will be voted by the persons named as proxies in accordance with the
instructions indicated on the proxy card. If a proxy card is signed and returned
without instructions, the shares will be voted as recommended by the Board of
Directors.

A proxy given pursuant to this solicitation may be revoked by the
stockholder at any time prior to the voting of the proxy by written notice to
the Office of the Secretary of the Corporation, by delivery of a later-dated
proxy or by voting in person at the Annual Meeting. Attendance at the Annual
Meeting will not, in itself, constitute revocation of a proxy.

The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the holders of all shares of Class A Common Stock
and Series C Preferred Stock that are outstanding and entitled to vote generally
at the Annual Meeting is necessary to constitute a quorum, except that (i) with
respect to the election of the Class A Common Directors (as defined below), the
presence, in person or by proxy, of a majority of the holders of all shares of
Class A Common Stock is necessary to constitute a quorum, (ii) with respect to
the election of the Series C Directors, the presence, in person or by proxy, of
a majority of the holders of all shares of Series C Preferred Stock is necessary
to constitute a quorum, and (iii) with respect to Proposal 2, the presence, in
person or by proxy, of a majority of the holders of all shares of Class B Common
Stock is also necessary to constitute a quorum. Abstentions and broker "non-
votes" are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner.

The nominees for election to the Board of Directors (other than the nominees
for the Series C Directors) receiving the greatest number of the affirmative
votes cast by holders of Class A Common Stock, up to the 11 directors to be
elected, will be elected as directors. Accordingly, so long as a quorum is
present, abstentions and broker non-votes will have no effect on the election of
directors. The election of the slate of nominees for the Series C Directors
requires the affirmative vote by the holders of the majority of the Series C
Preferred Stock present at the Annual Meeting and entitled to vote. Abstentions
will have the same effect as votes against the slate of Series C Directors;
broker "non-votes" will be deemed shares not entitled to vote and will have no
effect on the election of Series C Directors. The approval of the amendment to
the Corporation's Second Amended and Restated Certificate of Incorporation
requires (i) the approval of a majority of the votes which can be cast by the
holders of all shares of Class A Common Stock and Series C Preferred Stock
(voting together as a single class) that are outstanding and entitled to vote,
and (ii) the approval by a majority of holders of all shares of the Class B
Common Stock (voting as a separate class) that are outstanding and entitled to
vote. Abstentions and broker "non-votes" will have the same effect as votes
against such proposal.

VOTING SHARES HELD IN THE EMPLOYEE STOCK PLAN

Under certain of the trusts established under the Employee Stock Plan,
shares allocated to the accounts of participants in the Employee Stock Plan may
be voted as to certain matters through separate

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participant voting instruction cards that will be mailed to the applicable
participants in the Employee Stock Plan. If a participant also owns shares
outside the Employee Stock Plan, the participant must return both the proxy card
and the voting instruction card to vote all of his or her shares. The trustees
of the Employee Stock Plan will vote the number of shares allocated to a
participant's account in accordance with the directions on the voting
instruction card if the card is duly signed and received by April 22, 1998.
Allocated shares for which the trustees receive no instructions will be voted by
the trustees in their discretion.

PROPOSAL 1
ELECTION OF DIRECTORS

It is proposed that 14 directors be elected at the Annual Meeting to serve
until the next annual meeting of stockholders and until their successors have
been duly elected and qualified, or until the director's earlier resignation or
removal. Each nominee is presently a director of the Corporation and also serves
as a director of NWA Inc. and Northwest Airlines, which are direct and indirect
subsidiaries of the Corporation. The 11 nominees to the Board of Directors to be
elected by the holders of the Class A Common Stock (the "Class A Common
Directors") were nominated by the Chairman of the Board of Directors pursuant to
the Corporation's Bylaws. Messrs. Kourpias, Griswold and Woerth were nominated
by the IAM, IBT and Northwest MEC, respectively, for election by the holders of
the Series C Preferred Stock.

The persons named in the enclosed proxy intend to vote the shares covered by
proxies for the election of the director-nominees named below. If any nominee
shall, prior to the Annual Meeting, become unavailable for election as a
director, which is not anticipated, the shares covered by proxies will be voted
for such substitute nominee, if any, as may be recommended by the Chairman of
the Board of Directors with respect to any nominee to be a Class A Common
Director or as may be nominated by the IAM, IBT or Northwest MEC, as applicable,
with respect to any nominee to be a Series C Director. As a result of the
election of 14 directors at the Annual Meeting, there will be one vacancy on the
Board of Directors. The proxies will not be voted for any nominees other than
the fourteen individuals named in this proxy statement or substitute nominees
for such individuals.

INFORMATION CONCERNING DIRECTOR-NOMINEES

Information with respect to the business experience and affiliations of the
director-nominees follows:

CLASS A COMMON DIRECTORS

RICHARD C. BLUM, age 62, has served as a director of the Corporation since
1989. Mr. Blum is chairman and president of Richard C. Blum & Associates, Inc.,
which is the general partner of Richard C. Blum & Associates, L.P., a merchant
banking firm which acts as general partner for various investment partnerships.
Mr. Blum also serves as a director of the Shaklee Corporation (nutritional,
household and personal care products), URS Corporation (architectural and
engineering services), Glenborough Realty Trust (a REIT), and CB Commercial Real
Estate Group (real estate services). Mr. Blum is also Co-Chairman of Newbridge
Capital, an investment management firm that invests in Asia and Latin America.

ALFRED A. CHECCHI, age 49, was co-chairman of the Board of Directors from
1991 to 1997 and has served as a director of the Corporation since 1989. From
1989 to 1991, Mr. Checchi served as sole chairman of the Board of Directors. Mr.
Checchi is currently a private investor. Between 1983 and 1987, he was a
principal of Bass Brothers Enterprises. Mr. Checchi began his business career at
Marriott Corp. in 1975 and over the next eight years held a variety of
management positions, including vice president of corporate development and
treasurer.

JOHN H. DASBURG, age 55, has served as president and chief executive officer
and a director of the Corporation since 1990. Mr. Dasburg joined the Corporation
in November 1989 as executive vice president

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of finance and administration and was named president and chief executive
officer in November 1990. From 1987 to 1989, Mr. Dasburg served as president of
Marriott's Lodging Group and as an executive vice president of Marriott Corp.
From 1980 through 1987, he held various senior executive positions at Marriott.
Prior to 1980, he was a partner of KPMG Peat Marwick. Mr. Dasburg is on the
board of directors of Owens Corning (building and construction products) and The
St. Paul Companies, Inc. (insurance). He also serves on the board of directors
of the Mayo Foundation.

DORIS KEARNS GOODWIN, age 55, has served as a director of the Corporation
since November 1997. Ms. Goodwin is a historian and author and has received
numerous awards including the Pulitzer Prize in history in 1995. She is
currently a member of the Harvard University Board of Overseers and was a
Professor of Government at Harvard University from 1969 to 1977.

DENNIS F. HIGHTOWER, age 56, has served as a director of the Corporation
since November 1997. Since July 1996, Mr. Hightower has been Professor of
Management at the Harvard Business School. From March 1995 to June 1996 Mr.
Hightower was President of Walt Disney Television & Telecommunications and from
June 1987 to March 1995 he was President of Disney Consumer Products, Europe,
Middle East and Africa. Mr. Hightower is also director of PanAmSat Corporation
(satellite communications), Phillips--Van Heusen Corporation (apparel
manufacturing) and The TJX Companies, Inc. (apparel retailing).

FREDERIC V. MALEK, age 61, has served as a director of the Corporation since
1989. Mr. Malek served as president of Northwest Airlines from late 1989 to
mid-1990 and was vice chairman of Northwest Airlines from 1990 through 1991. Mr.
Malek is chairman of Thayer Capital Partners, a Washington, D.C.-based merchant
bank, which Mr. Malek formed in 1993. Mr. Malek is a director of American
Management Systems, Inc. (computer services and consulting), Automatic Data
Processing, Inc. (payroll data processing), CB Commercial Real Estate Group
(real estate services), Choice Hotels, Inc. (hotel franchising), FPL Group, Inc.
(electric utility), Manor Care, Inc. (nursing homes and lodging services),
Sunburst Hospitality Corp. (hotels) and various mutual funds sponsored by
PaineWebber Group Inc.

WALTER F. MONDALE, age 70, was re-elected as a director of the Corporation
in January 1997 and served as a director of the Corporation from 1989 to 1993.
Mr. Mondale served as the U.S. Ambassador to Japan from 1993 to 1996, served as
Vice President of the United States from 1977 to 1981 and served in the U.S.
Senate from 1964 through 1977. Mr. Mondale is on the board of directors of CNA
Financial Corp. (insurance), Dain Rauscher Corporation (financial services), St.
Jude Medical, Inc. (healthcare), United HealthCare Corporation (healthcare), and
various mutual funds sponsored by BlackRock Financial Management L.P. He is
currently a partner of the law firm of Dorsey & Whitney LLP. He also serves on
the boards of directors of the Mayo Foundation and the University of Minnesota
Foundation.

V. A. RAVINDRAN, age 50, has served as a director of the Corporation since
1992. Since 1987, Mr. Ravindran has been the president of Paracor Finance Inc.
(formerly Elders Finance, Inc.), a United States merchant bank wholly owned by
Fosters Brewing Group Ltd. of Australia. From 1987 to 1992, Mr. Ravindran was an
executive director of EFG Holdings (USA), the finance group holding company of
Fosters Brewing Group Ltd. of Australia.

LEO M. VAN WIJK, age 51, has served as a director of the Corporation since
November 1997 and served as a director of the Corporation from 1991 to 1996. Mr.
van Wijk is President and Chief Executive Officer of KLM, a position he has held
since August 1997. He joined KLM in May 1971 and has held various positions with
KLM; he was Managing Director from 1991 through 1996 and was Chief Operating
Officer from January 1997 through August 1997.

GEORGE J. VOJTA, age 62, has served as a director of the Corporation since
1992. Mr. Vojta has served as vice chairman and director of Bankers Trust New
York Corporation and Bankers Trust Company since 1992 and as a member of the
management committee since 1984. He is also a director of Private Export Funding
Corporation (financing of United States exports), a member of the New York State
Banking

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Board and chairman of the Wharton Financial Institutions Center at the
University of Pennsylvania (financial research and publication).

GARY L. WILSON, age 58, has been Chairman of the Board of Directors since
April 1997, served as Co-Chairman of the Board of Directors from 1991 to 1997
and has served as a director of the Corporation since 1989. Mr. Wilson also
serves as a director of CB Commercial Real Estate Group (real estate services),
On Command Corp. (hotel movie distribution systems) and The Walt Disney Company
(entertainment). He joined Disney in 1985 as executive vice president and chief
financial officer and a director. Before joining Disney, Mr. Wilson served for
11 years in executive positions at Marriott Corp., including executive vice
president and chief financial officer. Mr. Wilson serves on the board of
trustees of Duke University.

SERIES C DIRECTORS

MARVIN L. GRISWOLD, age 64, has served as a director of the Corporation
since August 1993. Mr. Griswold is the retired International Director of the
Teamsters Airline Division, a position he held from 1991 to September 1995.

GEORGE J. KOURPIAS, age 65, has served as a director of the Corporation
since July 1997. Mr. Kourpias is the retired International President of the IAM,
a position he held from 1989 to 1997.

DUANE E. WOERTH, age 49, has served as a director of the Corporation since
August 1993. Captain Woerth, a Northwest Airlines pilot, has served as first
vice president of ALPA since January 1991. Captain Woerth was the chairman of
the Northwest MEC from May 1990 to December 1990.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED
ABOVE.

DIRECTORS EMERITUS

Directors who have retired under the Corporation's retirement policy are
appointed as Directors Emeritus. Such individuals are entitled to attend and
participate in all Board of Directors meetings but are not entitled to vote at
such meetings as a director. Currently, Melvin R. Laird is the only Director
Emeritus. Upon Mr. Kempner's retirement at the Annual Meeting after nine years
of exemplary service to the Corporation, Mr. Kempner will become a Director
Emeritus.

ATTENDANCE

During 1997, the Board of Directors held five regularly scheduled and five
special meetings. The Board of Directors will hold five regularly scheduled
meetings in 1998. During 1997, each of the incumbent directors attended 75
percent or more of the aggregate of the total number of meetings of the Board of
Directors and the committees on which he or she served with the exception of
Messrs. Blum, Kempner and Vojta.

COMMITTEES ESTABLISHED BY THE BOARD

The Board of Directors has established committees to assist it in the
discharge of its responsibilities. The principal committees, their current
members and the principal responsibilities of each are described below.

The Finance Committee is presently comprised of Messrs. Dasburg (Chairman),
Blum, Kourpias and Wilson and twelve members of the Corporation's senior
management. The committee reviews the Corporation's business and financial
strategies, the annual operating and capital budgets and proposed capital
expenditures and sales of the Corporation's assets and acquisitions in excess of
$1 million. The committee has the authority to approve proposed capital
expenditures, acquisitions and sales of the Corporation's assets not exceeding
$10 million. The committee met eleven times during 1997.

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The Audit, Safety and Environmental Committee is presently comprised of
Messrs. Kempner (Chairman), Griswold and Mondale. The committee provides
assistance to the Board of Directors in fulfilling its responsibility to
stockholders and the investment community relating to corporate accounting,
reporting practices of the Corporation, and the quality and integrity of the
financial reports of the Corporation. The committee also acts on behalf of the
Board of Directors to review management's actions to see that the Corporation's
operations are performed with the highest degree of safety and in compliance
with all environmental laws. The committee met three times during 1997.

The Compensation and Stock Option Committee is presently comprised of
Messrs. Malek (Chairman), Blum, Hightower, Ravindran and Woerth. The committee
reviews and approves all general compensation, bonus and incentive programs and
plans for the management employees of the Corporation and all employment
contracts, incentive programs or other financial arrangements between the
Corporation and the Chief Executive Officer and the executives who report
directly to the Chief Executive Officer. The committee participates in senior
management succession planning, the review and approval of management succession
programs, career pathing programs, senior management evaluation, and the
development of training programs. A subcommittee comprised of Messrs. Hightower
and Ravindran exercises all of the powers, duties and responsibilities with
respect to the Corporation's stock option plans and the Corporation's long term
incentive and retention plan. The committee met five times during 1997.

COMPENSATION OF DIRECTORS

The Corporation's current policy is to not pay any fees to its directors,
except as described below for independent directors. Directors are reimbursed
for ordinary expenses incurred in connection with their attendance at Board and
committee meetings. Directors and their spouses and dependent children are
eligible for complimentary transportation privileges on Northwest Airlines. Each
director also is entitled to $25,000 of complimentary travel benefits per year
on Northwest Airlines which the director may extend to other persons.

The Corporation's current policy is to pay fees to its independent
directors, i.e., non-management directors who are not directly affiliated with a
present or past party to the Stockholders' Agreement. Currently, Messrs.
Hightower, Mondale and Ravindran and Ms. Goodwin are the only such independent
directors. Each independent director receives an annual retainer of $25,000 for
Board service and an attendance fee of $1,000 for each Board meeting and each
committee meeting attended. Independent directors are also reimbursed for
ordinary expenses incurred in connection with their attendance at Board and
committee meetings and, together with their spouse and dependent children, are
also eligible for complimentary transportation privileges on Northwest Airlines.
Independent directors may elect to receive all or part of the $25,000 of
complimentary travel benefits per year on Northwest Airlines in return for a
dollar for dollar reduction of the annual retainer.

All directors are reimbursed by the Corporation for income taxes resulting
from actual, personal use of the complimentary transportation privileges on
Northwest Airlines. The cost of such complimentary transportation in 1997,
including the reimbursement obligation for income tax liability, was as follows:
Richard C. Blum ($600); Alfred A. Checchi ($191); Doris Kearns Goodwin ($0);
Marvin L. Griswold ($582); Dennis F. Hightower ($0); Thomas L. Kempner ($3,856);
George J. Kourpias ($0); Frederic V. Malek ($12,931); Walter F. Mondale
($3,884); V. A. Ravindran ($483); Leo M. van Wijk ($0); and George J. Vojta
($0). Messrs. Dasburg, Wilson and Woerth are considered employees of Northwest
Airlines and as such are not subject to income taxes from the use of employee
pass privileges and the Corporation does not maintain records with respect to
the value of the personal use of employee pass privileges.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1997, the members of the Compensation and Stock Option Committee were
Messrs. Malek (Chairman), Blum, Hightower, Ravindran and Woerth.

8
<PAGE>
Mr. Malek served as president of the Corporation from late 1989 to mid-1990.
In September 1997 in connection with the KLM common stock repurchase, KLM agreed
with the Corporation to cancel an option to purchase Corporation common stock
granted to KLM by Mr. Malek and members of Mr. Malek's family. Mr. Malek and
certain members of his family agreed to reimburse the Corporation $809,028 in
satisfaction of obligations undertaken by the Corporation in connection with the
cancellation of such option by KLM. Mr. Malek and his family paid such amount by
transferring to the Corporation 17,684 shares of Class A Common Stock.

Mr. Woerth, a Northwest Airlines pilot, currently is serving as first vice
president of ALPA and is entitled to return to Northwest Airlines as an airline
pilot.

Mr. Blum is a partner of Richard C. Blum & Associates, L.P., which is the
general partner of Blum--NWA Partners, and a controlling person and chairman of
Richard C. Blum & Associates, Inc., the general partner of Richard C. Blum &
Associates, L.P. In September 1997 in connection with the KLM common stock
repurchase, the Corporation repurchased for $135.2 million all Series A and
Series B Preferred Stock held by Blum--NWA Partners.

The committee members have no interlocking relationships as defined by the
rules and regulations of the Securities and Exchange Commission.

RELATED PARTY TRANSACTIONS

Certain director-nominees are or have been executive officers of companies
that sell services or extend credit to the Corporation in the ordinary course of
business. Mr. Vojta is currently Vice Chairman and a director of Bankers Trust
New York Corporation and Bankers Trust Company, which perform commercial and
investment banking services for the Corporation in the ordinary course of
business. Bankers Trust Company serves as agent and lender under certain of the
Corporation's credit facilities for which it receives customary fees and
compensation. BT Alex. Brown Incorporated, a subsidiary of Bankers Trust New
York Corporation, was an underwriter for an offering of unsecured notes in
February 1998 for which it received customary fees and compensation. Mr. Mondale
is a partner of the law firm of Dorsey & Whitney LLP, which provides legal
services to the Corporation.

Mr. van Wijk is President and Chief Executive Officer of KLM. In September
1997, Northwest Airlines and KLM expanded their joint venture alliance by
entering into an enhanced commercial and operational alliance providing for a
minimum term of 13 years. Concurrently, the Corporation and KLM entered into an
agreement providing for the repurchase for $1.12 billion over three years of all
24,977,874 shares of Class A Common Stock held by KLM. In September 1997,
6,800,000 million of such shares were repurchased for $273.1 million. In January
1998, the Corporation reached an agreement in principle with KLM to accelerate
the repurchase of the remaining 18,177,874 million shares of Class A Common
Stock held by KLM. The agreement in principle is subject to the execution of
definitive documentation and the approval of the respective boards of the
Corporation and KLM. The estimated purchase price of $775 million will be paid
with a combination of approximately $335 million cash and three senior unsecured
notes for the remainder.

In connection with the September 1997 KLM common stock repurchase, the
Corporation also repurchased for $251.3 million all of the outstanding shares of
the Corporation's Series A Preferred Stock and Series B Preferred Stock, which
shares were held by KLM (which received $49.6 million), Bankers Trust New York
Corporation (which received $66.5 million) and Blum--NWA Partners (which
received $135.2 million). Mr. Kempner is a director of Richard C. Blum &
Associates, Inc., the general partner of Richard C. Blum & Associates, L.P.,
which is the general partner of Blum--NWA Partners. See "Election of
Directors--Compensation Committee Interlocks and Insider Participation" for a
description of Mr. Blum's relationship with Blum--NWA Partners.

9
<PAGE>
In connection with the September 1997 KLM common stock repurchase, KLM
agreed with the Corporation to cancel an option to purchase Corporation common
stock granted to KLM by Messrs. Checchi and Wilson. Each of Messrs. Checchi and
Wilson agreed to reimburse the Corporation $14,042,540.25 in satisfaction of
obligations undertaken by the Corporation in connection with the cancellation of
such options by KLM. Pursuant to such arrangements Mr. Checchi paid such amount
in October 1997, and Mr. Wilson paid such amount together with interest at a
rate of 6% per annum in January 1998. See "Election of Directors--Compensation
Committee Interlocks and Insider Participation" for a description of the
arrangement with respect to the cancellation of the option granted to KLM by Mr.
Malek and members of his family.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth the holdings, as of February 27, 1998, of the
Corporation's capital stock of each current director and nominee for director of
the Corporation, each executive officer named in the Summary Compensation Table
presented elsewhere in this proxy statement, all directors and executive
officers of the Corporation as a group, and each person known to the Corporation
to beneficially own more than five percent of any class of the Corporation's
voting securities. Unless otherwise indicated, each named beneficial owner has
sole voting and investment power with respect to the shares listed.

<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF PERCENT OF TOTAL VOTING
NAME OF BENEFICIAL OWNER CLASS OF SECURITY SHARES(1)(2) CLASS(1)(2) POWER(15)
- ---------------------------------------------------- --------------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C>
DIRECTORS
Gary L. Wilson(3)................................... Class A Common 11,390,117 11.4 10.6
Class B Common 10,000 85.1 --
Richard C. Blum(4).................................. Class A Common 5,001,390 5.0 4.6
Alfred A. Checchi(5)................................ Class A Common 11,400,117 11.4 10.6
John H. Dasburg..................................... Class A Common 514,759 * *
Doris Kearns Goodwin................................ -- -- -- --
Marvin L. Griswold(6)............................... -- -- -- --
Dennis F. Hightower................................. -- -- -- --
Thomas L. Kempner(7)................................ -- -- -- --
George J. Kourpias(8)............................... -- -- -- --
Frederic V. Malek(9)................................ Class A Common 731,503 * *
Walter F. Mondale................................... Class A Common 300 * *
V. A. Ravindran..................................... Class A Common 1,000 * *
Leo M. van Wijk(10)................................. -- -- -- --
George J. Vojta(11)................................. -- -- -- --
Duane E. Woerth(12)................................. -- -- -- --

EXECUTIVE OFFICERS
Michael E. Levine................................... Class A Common 247,483 * *
James A. Lawrence................................... Class A Common 150,138 * *
Christopher E. Clouser.............................. Class A Common 136,986 * *
Douglas M. Steenland................................ Class A Common 96,998 * *
All directors and executive officers as a group (26
persons).......................................... Class A Common 29,994,529 30.1 27.8
Class B Common 10,000 85.1 --

OTHER 5% HOLDERS
Richard C. Blum & Associates, L.P.(4)............... Class A Common 5,001,390 5.0 4.6
909 Montgomery Street, Suite 400
San Francisco, CA 84133
</TABLE>

10
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF PERCENT OF TOTAL VOTING
NAME OF BENEFICIAL OWNER CLASS OF SECURITY SHARES(1)(2) CLASS(1)(2) POWER(15)
- ---------------------------------------------------- --------------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C>
Koninklijke Luchtvaart Maatschappij, N.V. (KLM)..... Class A Common 18,177,874 18.3 16.8
Amsterdamseweg 55
1192 G P Amstelveen
The Netherlands
William S. Zoller, as Trustee of the Trusts for ALPA
employees......................................... Class A Common 9,346,098 9.4 8.7
c/o State Street Bank & Trust Company Series C Preferred 73 * *
200 Newport Avenue, Q3N
North Quincy, MA 02171
Thomas R. Roth, as Trustee of the Trust for IAM
employees......................................... Series C Preferred 4,101,977 67.2 5.2
c/o State Street Bank & Trust Company
200 Newport Avenue, Q3N
North Quincy, MA 02171
Steven L. Hester, as Trustee of the Trust for IBT
employees......................................... Series C Preferred 1,125,102 18.4 1.4
c/o State Street Bank & Trust Company
200 Newport Avenue, Q3N
North Quincy, MA 02171
State Street Bank & Trust Company,
as Trustee of the Trust for all
other employees................................... Class A Common 1,845,079 1.9 1.7
200 Newport Avenue, Q3N Series C Preferred(13) 871,053 14.3 1.1
North Quincy, MA 02171
The Equitable Companies Incorporated(14)............ Class A Common 16,075,390 16.1 14.9
787 Seventh Avenue
New York, NY 10019
</TABLE>

- ------------------------------

* Less than 1%

(1) The figures shown include shares allocated as of February 27, 1998, to the
accounts of participants under the Employee Stock Plan.

(2) The Securities and Exchange Commission deems a person to have beneficial
ownership of all shares that such person has the right to acquire within 60
days. The figures shown include shares subject to stock options granted
under the 1990 Stock Option Plan and the 1994 Stock Incentive Plan of the
Corporation which the particular individual or group has the right to
acquire within 60 days of February 27, 1998. The figures shown do not
include the number of shares of Class A Common Stock issuable upon
conversion of Class B Common Stock or the number of shares of Class B Common
Stock issuable upon conversion of Class A Common Stock, even though such
conversions are permitted at any time.

(3) Includes 5,875,946 shares of Class A Common Stock held by members of Mr.
Wilson's family as to which Mr. Wilson has sole voting power. Does not
include the 5,940,651 shares of Class A Common Stock owned by trusts for Mr.
Checchi's family, as to which Mr. Checchi and Mr. Wilson as trustee of such
trusts share voting and investment power. Mr. Wilson's address is Suite 350,
1455 Pennsylvania Ave., Washington, DC 20004.

(4) Includes (i) 263,502 shares beneficially owned by Richard C. Blum &
Associates, L.P., and (ii) 4,737,888 shares beneficially owned by Richard C.
Blum & Associates--NWA Partners, L.P., a limited partnership of which
Richard C. Blum & Associates, L.P. acts as general partner. Mr. Blum is a
partner of Richard C. Blum & Associates, L.P., and a controlling person and
chairman of Richard C. Blum & Associates, Inc., the general partner of
Richard C. Blum & Associates, L.P. Mr. Blum disclaims beneficial ownership
of the shares beneficially owned by Richard C. Blum & Associates, L.P. and
Richard C. Blum & Associates--NWA Partners, L.P. The address of Mr. Blum,
Richard C. Blum & Associates, L.P. and Richard C. Blum & Associates--NWA
Partners, L.P. is 909 Montgomery Street, Suite 400, San Francisco, CA 84133.

11
<PAGE>
(5) Includes 5,940,651 shares of Class A Common Stock beneficially owned by
trusts for Mr. Checchi's family, as to which Mr. Checchi shares voting and
investment power with Gary L. Wilson who is the trustee of such trusts. Mr.
Checchi's address is Northwest Airlines Corporation, 5101 Northwest Drive,
St. Paul, MN 55111-3034.

(6) Mr. Griswold is the retired International Director of the Teamsters Airline
Division. Mr. Griswold disclaims beneficial ownership of the shares
beneficially owned by the trust for IBT employees under the Employee Stock
Plan.

(7) Mr. Kempner is a director of Richard C. Blum & Associates, Inc., the general
partner of Richard C. Blum & Associates, L.P., which acts as general partner
of Richard C. Blum & Associates--NWA Partners, L.P. Mr. Kempner disclaims
beneficial ownership of any shares beneficially owned by Richard C. Blum &
Associates, L.P. or Richard C. Blum & Associates--NWA Partners, L.P.

(8) Mr. Kourpias is the retired International President of the IAM. Mr. Kourpias
disclaims beneficial ownership of the shares beneficially owned by the trust
for IAM employees under the Employee Stock Plan.

(9) Includes 465,160 shares of Class A Common Stock held by trusts for Mr.
Malek's family and 97,751 shares of Class A Common Stock issuable upon the
exercise of a stock option granted to Mr. Malek in December 1989 under the
Corporation's 1990 Stock Option Plan.

(10) Mr. van Wijk is President and Chief Executive Officer of KLM. Mr. van Wijk
disclaims beneficial ownership of any shares beneficially owned by KLM.

(11) Mr. Vojta is Vice Chairman and director of Bankers Trust New York
Corporation and Bankers Trust Company. Mr. Vojta disclaims beneficial
ownership of the shares beneficially owned by Bankers Trust New York
Corporation.

(12) Mr. Woerth is first vice president of ALPA. Mr. Woerth disclaims beneficial
ownership of the shares beneficially owned by the trust for ALPA employees
under the Employee Stock Plan.

(13) Represents shares of Series C Preferred Stock held by State Street Bank and
Trust Company as trustee of the nonqualified trusts for the IAM and IBT
employees.

(14) Based on a Schedule 13G filed with the Securities and Exchange Commission
by The Equitable Companies Incorporated and certain affiliates indicating
that at December 31, 1997, The Equitable Companies Incorporated, through
subsidiaries and affiliates, had sole voting power over 7,629,868 of such
shares, shared voting power over 4,413,960 of such shares and sole
dispositive power over 16,075,390 of such shares. AXA-UAP owns a majority
interest in The Equitable Companies Incorporated. Alpha Assurances Vie
Mutuelle, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and
AXA Courtage Assurances Mutuelle (collectively, "Mutuelles AXA"), as a
group, beneficially own a majority interest in AXA-UAP. Mutuelles AXA and
AXA-UAP are French companies.

(15) The 6,100,049 shares of Series C Preferred Stock are convertible into
8,320,466 shares of Class A Common Stock. Assumes conversion of the Series C
Preferred Stock and the issuance of Class A Common Stock pursuant to stock
options that are exercisable within 60 days of February 27, 1998.

12
<PAGE>
EXECUTIVE COMPENSATION

REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION

POLICY

The goals of the Corporation's executive compensation programs are (i) to
attract and retain the best and most experienced executives, (ii) to integrate
executive and stockholder interests by means of equity, risk-based compensation,
and (iii) to compensate executives based on both corporate and individual
performances.

DISCUSSION

BASE SALARY. The Committee reviews on an annual basis the base salary of
Mr. Dasburg and each of the eight senior executives who report directly to Mr.
Dasburg. Adjustments in base salary are made on the basis of individual
performance, scope of responsibilities and corporate profitability. Also, on an
ongoing basis, the Corporation surveys the base salaries of executives at the
other large United States airlines and at other companies (such as large service
or travel related companies) with whom the Corporation competes for executives.
This comparison group is broader than the peer group included in the performance
graph of total stockholder return because the Corporation competes for executive
talent with a broader group of companies than is reflected in the performance
graph peer group. From August 1, 1993 through September 30, 1996, the base
salary of Mr. Dasburg and each of the Corporation's executives was reduced by
approximately 20 percent as part of the Corporation's overall employee wage
savings program.

INCENTIVE COMPENSATION PLAN. The Committee establishes annually an
incentive compensation plan. The 1997 Key Employee Cash Incentive Plan (the
"Cash Incentive Plan") has as its objectives: (i) the retention of key employees
by delivering total annual compensation that is comparable to the compensation
paid by airline and non-airline businesses with whom the Corporation competes
for executives; (ii) the encouragement of teamwork and individual performance by
providing rewards for achievement of corporate goals, as well as individual
performance objectives, and (iii) the establishment of a diverse work force by
providing rewards for achievement of affirmative action goals and other
diversity efforts.

The Cash Incentive Plan establishes for the senior officer participants in
the Cash Incentive Plan a target incentive payment equal to a percentage of base
salary as the award for 100 percent completion of corporate profitability,
individual and diversity goals, which are assigned weightings of 75 percent,
22.5 percent and 2.5 percent, respectively. The target incentive payment for the
senior officer participants, including the executive officers named in the
Summary Compensation Table who participate in the Cash Incentive Plan (all
except Mr. Dasburg), equaled 60 percent of base salary for 1997. For 120 percent
completion of the corporate profitability goal, the target incentive for that
portion of the incentive payment increases to a maximum of 125 percent of base
salary on a weighted basis. Completion of the individual and diversity goals
cannot on an aggregate basis for all employees participating in the Cash
Incentive Plan exceed 100 percent of such goals, although particular individual
employees may have a completion factor in excess of 100 percent.

The corporate profitability component of the Cash Incentive Plan is based on
the extent to which the Corporation meets its income contribution target for the
year. The income contribution target is defined as operating income adjusted by
adding back aircraft ownership costs (aircraft rentals and depreciation). The
formula is designed to focus on the income and expense elements that management
employees have the ability to influence through their performance. A performance
formula is established annually based on the operating budget approved by the
Board of Directors for the year, subject to adjustment by the Committee. The
performance formula specifies levels of payment for specific levels of income
contribution, expressed as a percent of the target incentive amount. The
Committee made adjustments in 1997 to the formula to normalize for certain
external events such as fluctuations in the price of fuel and the dollar/ yen
exchange rate. In 1997, the income contribution necessary to attain 100 percent
completion of the

13
<PAGE>
target incentive payment was $1,954 million. In 1997, the Corporation's income
contribution totaled $1,957 million. The Corporation's financial performance
must equal at least 80 percent of the income contribution target in order for
there to be any payment under either the financial or individual components of
the Cash Incentive Plan.

The individual objective component of the Cash Incentive Plan is based on
the degree to which participants meet individual performance objectives that
have been established for the year as part of the Corporation's management by
objective system. The Chief Executive Officer establishes the performance
objectives for each of the executives reporting to him. These objectives
typically number between six and ten and are weighted to reflect their relative
priority.

Performance of diversity objectives is measured by the achievement of
affirmative action goals based on the hiring, development and promotion of
individuals in protected classes and other diversity initiatives.

STOCK OPTION AWARDS. Pursuant to the 1994 Northwest Airlines Corporation
Stock Incentive Plan, the Compensation Administration Subcommittee of the
Committee (the "Subcommittee") may grant stock options. The purpose of the stock
incentive plan is to further the growth, development and financial success of
the Corporation by aligning the personal interests of key employees through
ownership of the Corporation's Common Stock with those of the Corporation's
stockholders.

Stock option awards generally are based on individual performance and
contribution. The Chief Executive Officer makes recommendations to the
Subcommittee with respect to stock option awards to the Corporation's
executives. The Subcommittee determines stock option awards for the Chief
Executive Officer.

In 1997 the Subcommittee granted stock options to certain of the
Corporation's director-level and above employees, including the executive
officers named in the Summary Compensation Table (except for Mr. Dasburg and Mr.
Lawrence). The number of the stock options granted to an employee (including the
named executive officers) was based on the employee's management level,
compensation and performance. In addition in November 1997, the Subcommittee
granted an option with respect to 400,000 shares to Mr. Wilson based on Mr.
Wilson's contributions and performance as Chairman and the addition of oversight
responsibilities relating to alliance relationships.

CEO COMPENSATION. Upon joining the Corporation in November 1989 as
Executive Vice President of Finance and Administration, Mr. Dasburg's base
salary was set at $500,000 per year with a target incentive payment of $500,000
per year. Mr. Dasburg was named President and Chief Executive Officer in
November 1990 and at his request received no increase in either his base salary
or target incentive payment at that time. Since November 1990, Mr. Dasburg has
requested that the Corporation not consider any increase in his base salary or
target incentive payment. In addition, effective August 1, 1993, Mr. Dasburg's
base salary was reduced by approximately 20 percent as part of the Corporation's
overall employee wage savings program.

Mr. Dasburg's 1997 incentive payment equaled $490,000. For 1997, the
Committee established for Mr. Dasburg a series of management goals and
objectives for him to accomplish. Over the course of 1997, the Committee
assessed Mr. Dasburg's attainment of these goals and based his 1997 incentive
payment upon his performance in attaining these goals. Among the factors the
Committee took into account in determining Mr. Dasburg's 1997 incentive payment
were the Corporation's 1997 net income, the profitability of the Corporation in
comparison to other U.S. and foreign flag airlines, and the achievement of
certain objectives relating to safety, the recruitment and retention of
personnel and alliance relationships.

In view of Mr. Dasburg's performance and importance to the Corporation's
continuing profitability, Mr. Dasburg was awarded 400,000 phantom stock units in
January 1996 under the 1996 Northwest Airlines Corporation Retention and Long
Term Incentive Compensation Plan. The vesting of such phantom stock units over
the eight-year term of the plan is subject to the satisfaction of performance
based criteria which are intended to measure corporate performance against
preset quantifiable goals during each two-year

14
<PAGE>
performance period. The performance standards are established by the
Subcommittee during the initial three month period of each performance period
and are intended to focus Mr. Dasburg on the accomplishment of key long term
strategic objectives. The performance standards for the first three performance
periods relate to the Corporation's return on capital and the Corporation's
profit margins. The first performance period ended on December 31, 1997 at which
time 50,000 units vested. Each such vested unit represents the right to receive
a cash payment equal to the average closing price of a share of Class A Common
Stock for the ten trading day period ending on the trading day preceding the
July 1, 1998 payment date.

In 1997, no stock options were granted to Mr. Dasburg.

COMPLIANCE WITH THE $1 MILLION LIMIT ON DEDUCTIBLE COMPENSATION. In 1993,
Section 162(m) of the Internal Revenue Code was enacted which denies a publicly
held corporation, such as the Corporation, a federal income tax deduction for
compensation in excess of $1 million in a taxable year paid to each of its chief
executive officer and four other most highly compensated executive officers.
Certain "performance based" compensation, such as stock options awarded at fair
market value, is not subject to the limitation on deductibility provided that
certain stockholder approval and independent director requirements are met.

To the extent consistent with the Corporation's compensation policies and
the Committee's assessment of the interests of stockholders, the Corporation
intends to comply with the requirements for the deductibility of executive
compensation under Section 162(m). However, the Committee will balance the costs
and burdens involved in compliance with Section 162(m) against the value of the
tax benefits to be obtained by the Corporation thereby, and will in certain
instances pay compensation that is not fully deductible if in its determination
such costs and burdens outweigh such benefits.

Compensation and Stock Option
Committee

Frederic V. Malek, Chairman
Richard C. Blum
Dennis F. Hightower
V. A. Ravindran
Duane E. Woerth

15
<PAGE>
SUMMARY COMPENSATION TABLE

The following table provides certain summary information concerning
compensation earned by the Corporation's president and chief executive officer
and the four other most highly paid executive officers of the Corporation for
services rendered in all capacities to the Corporation during 1997:

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- ------------------------------------
INCENTIVE SHARES
COMPENSATION OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
SALARY(1) (BONUS) COMPENSATION UNIT AWARDS OPTIONS PAYMENTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR $ $ (2) $ $ # $ $
- ---------------------------- ------ --------- ------------ ------------ ----------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John H. Dasburg 1997 499,572 490,000 28,422 -- -- (4) 46,531(5)
President & Chief 1996 427,813 455,938 27,499 3,703,750(3) -- -- 132,741(6)
Executive Officer 1995 403,751 480,000 -- -- -- -- 197,490(7)

Michael E. Levine 1997 399,667 282,006 30,914 -- 100,000 -- 50,363(5)
Executive Vice President- 1996 330,930 238,261 29,883 -- 32,126 -- 118,037(6)
Marketing & International 1995 292,142 311,333 -- -- -- -- 139,485(7)

James A. Lawrence 1997 391,918 244,320 105,614 -- -- -- 199,382(9)
Executive Vice President & 1996(8) 68,397 43,187 16,925 -- 594,118 -- 26,424(10)
Chief Financial Officer 1995 -- -- -- -- -- -- --

Christopher E. Clouser 1997 348,186 247,112 25,671 -- 50,000 -- 40,129(5)
Senior Vice President- 1996 281,979 203,005 27,503 -- 27,789 -- 95,191(6)
Administration 1995 250,416 264,087 -- -- -- -- 118,398(7)

Douglas M. Steenland 1997 348,358 246,755 17,488 -- 50,000 -- 28,443(5)
Senior Vice President 1996 281,313 199,914 17,500 -- 27,789 -- 87,847(6)
General Counsel and 1995 203,750 216,657 -- -- -- -- 93,874(7)
Secretary
</TABLE>

- ------------------------------

(1) Base salaries for each of the named executive officers for 1995 and 1996
(until October 1) reflect the wage reductions taken by management employees
in connection with the labor cost savings agreements entered into by the
Corporation and its unions during 1993. Base salaries shown for Mr. Levine
and Mr. Clouser include amounts deferred under the Corporation's deferred
compensation plan.

(2) Represents amounts reimbursed for the payment of taxes.

(3) Represents the cash payment value of 100,000 phantom stock units granted in
January 1996 on the vesting date (August 15, 1996) of such units. Each unit
represented the right to receive a cash payment on the vesting date equal to
the average closing price of a share of Class A Common Stock reported on the
Nasdaq National Market for the ten trading day period ending on the trading
day preceding the vesting date ($37.0375 per share for the applicable period
for such units).

(4) Under the Northwest Airlines Corporation 1996 Retention and Long Term
Incentive Compensation Plan 50,000 phantom stock units vested as of December
31, 1997. Each vested unit represents the right to receive a cash payment
equal to the average closing price of a share of Class A Common Stock for
the ten trading period ending on the trading day preceding the payment date,
July 1, 1998 for the vested units. The per share closing price of Class A
Common Stock on the Nasdaq National Market on December 31, 1997 was $47.875.

(5) Represents the full amount of premiums paid by the Corporation for executive
life insurance policies owned by the executive whereby the Corporation will
recover certain premiums in the event of an executive's death.

(6) Represents the fair market value of shares of Common Stock of the
Corporation allocated to the participant's account under the Corporation's
Employee Stock Plan on the date of the contribution of such shares by the
Corporation (Dasburg: $87,201; Levine: $68,037; Lawrence: $0; Clouser:
$55,882; and Steenland: $60,099) and the full amount of premiums paid by the
Corporation for executive life insurance policies owned by the executives
whereby the Corporation will recover certain premiums in the event of an
executive's death. The premium amounts were: Dasburg: $45,540; Levine:
$49,554; Lawrence: $17,835; Clouser: $39,309; and Steenland: $27,748.

(7) Represents the fair market value of shares of Common Stock of the
Corporation allocated to the participant's account under the Corporation's
Employee Stock Plan on the date of the contribution of such shares by the
Corporation.

(8) Mr. Lawrence commenced employment with the Corporation on October 14, 1996.

(9) Includes reimbursement for certain relocation expenses in the amount of
$181,547 for Mr. Lawrence in 1997 and a premium amount of $17,835 paid by
the Corporation for executive life insurance policies owned the executive.

(10) Included reimbursement for certain relocation expenses in the amount of
$8,589 for Mr. Lawrence in 1996 and a premium amount of $17,835 paid by the
Corporation for executive life insurance policies owned the executive.

16
<PAGE>
STOCK OPTION GRANTS IN 1997(1)

The following table provides information on stock option grants in 1997 to
the named executive officers.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------
PERCENT
NUMBER OF OF TOTAL
SHARES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME (#) 1997 ($/SH) DATE VALUE($)(2)
- ---------------------------------------------------------- --------------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
John H. Dasburg........................................... -- -- -- -- --
Michael E. Levine......................................... 100,000 6.8795 3$5.875 6/26/07 $1,526,910
James A. Lawrence......................................... -- -- -- -- --
Christopher E. Clouser.................................... 50,000 3.4398 3$7.438 9/4/07 $ 791,405
Douglas M. Steenland...................................... 50,000 3.4398 3$7.438 9/4/07 $ 791,405
</TABLE>

- ------------------------------

(1) Each stock option has a term of 10 years. The options are generally
exercisable in increments of 20 percent per year over a five year period,
except for Mr. Levine's option grant which vests 20 percent on each of the
first two anniversaries, 40 percent on the third anniversary and 20 percent
on the fourth anniversary.

(2) The Black-Scholes model used to calculate the hypothetical values at date of
grant considers a number of factors to estimate the option's present value,
including the stock's projected volatility, the exercise period of the
option, interest rates and the vesting features of the option. The following
assumptions were used in determining the values under the Black-Scholes
model: (i) risk-free rate of return: 6.373 percent for the 6/26/97 grant and
6.242% for the 9/4/97 grants, (ii) expected stock price volatility: 30.00
percent, (iii) exercise period: six years from the grant date, and (iv)
dividend yield: 0.00 percent.

STOCK OPTION EXERCISES IN 1997 AND DECEMBER 31, 1997 STOCK OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS HELD OPTIONS AT
SHARES AT DECEMBER 31, 1997 DECEMBER 31, 1997(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John H. Dasburg...................... 164,000 5,835,084 602,665 119,303 23,039,618 4,160,692
Michael E. Levine.................... 39,000 1,461,979 196,092 173,421 7,077,427 3,179,095
James A. Lawrence.................... -- -- 118,824 475,294 1,901,184 7,604,704
Christopher E. Clouser............... 80,000 2,906,821 109,945 103,109 4,050,505 1,952,692
Douglas M. Steenland................. 10,000 353,850 88,872 99,680 3,072,191 1,781,684
</TABLE>

- ------------------------------

(1) Based on the per share closing price of Class A Common Stock ($47.875) on
the Nasdaq National Market on December 31, 1997 minus the exercise price of
such options.

17
<PAGE>
PENSION PLAN TABLE

<TABLE>
<CAPTION>
ANNUAL RETIREMENT BENEFITS
----------------------------------------------------------
15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
FINAL AVERAGE ANNUAL COMPENSATION OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE
- ------------------------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 200,000.............................................. $ 57,802 $ 77,073 $ 96,333 $ 115,604 $ 115,604
$ 300,000.............................................. 87,802 117,075 146,331 175,604 175,604
$ 400,000.............................................. 117,802 157,077 196,329 235,604 235,604
$ 500,000.............................................. 147,802 197,079 246,327 295,604 295,604
$ 600,000.............................................. 177,802 237,081 296,325 355,604 355,604
$ 700,000.............................................. 207,802 277,083 346,323 415,604 415,604
$ 800,000.............................................. 237,802 317,085 396,321 475,604 475,604
$ 900,000.............................................. 267,802 357,087 446,319 535,604 535,604
$1,000,000............................................. 297,802 397,089 496,317 595,604 595,604
$1,100,000............................................. 327,802 437,091 546,315 655,604 655,604
$1,200,000............................................. 357,802 477,093 596,313 715,604 715,604
</TABLE>

The table above shows the estimated annual retirement benefit which would be
payable in the aggregate to the Corporation's named executive officers under the
Northwest Airlines, Inc. Retirement Plan for Management Employees (the
"Retirement Plan") and the Northwest Airlines, Inc. Officers Excess Benefit Plan
(the "Excess Benefit Plan"). The benefit levels in the table assume retirement
at age 65, the credited years of service shown and payment in the form of a
single life annuity.

The Retirement Plan is a non-contributory defined benefit retirement plan
which complies with the Employee Retirement Income Security Act of 1974
("ERISA") and qualifies for federal exemption under the Internal Revenue Code of
1986, as amended (the "Code"). The amount of the normal annual retirement
benefit payable under the Retirement Plan is generally determined by multiplying
the employee's final average annual compensation by 60 percent and reducing such
amount by an offset for Social Security benefits payable to the employee and for
service of less than 30 years. Final average compensation for purposes of
determining retirement benefits under the Retirement Plan is the average of the
employee's highest 60 consecutive months of total annual cash compensation
(including base salary and incentive compensation reported in the "Incentive
Compensation (Bonus)" column of the Summary Compensation Table) during the 120
calendar month period immediately preceding retirement. As of December 31, 1997,
the credited years of service under the Retirement Plan and the Excess Benefit
Plan for Messrs. Dasburg, Levine, Lawrence, Clouser and Steenland are 8.2, 5.5,
1.3, 6.8 and 6.5, respectively.

The benefit levels shown in the table above do not reflect limitations
imposed by the Code on retirement benefits that may be paid under plans
qualified under the Code. The Excess Benefit Plan provides retirement benefits
to which officers of the Corporation would be entitled but for the limit on the
maximum annual benefit payable under ERISA and the Code and the limit on the
maximum amount of compensation which may be taken into account under the
Retirement Plan (currently $160,000). The Corporation has agreed to supplement
the retirement benefits of Messrs. Dasburg, Levine, Lawrence, Clouser and
Steenland as follows: in the case of Messrs. Lawrence, Clouser and Steenland, by
agreeing to grant each of them over a period of five years up to 10 years of
additional credited years of service; in the case of Mr. Dasburg, by agreeing to
grant him up to 21 additional credited years of service during the 1994 to 1999
period and a minimum annual pension benefit of $500,000 beginning at age 60; and
in case of the Mr. Levine, by agreeing to grant him over two separate five year
periods up to an aggregate of 20 additional credited years of service. In
addition, the Corporation has agreed to define final average compensation for
purposes of determining retirement benefits for Messrs. Dasburg, Levine,
Lawrence, Clouser and Steenland as the average of the executive's monthly
earnings during the 36 months (whether or not consecutive) in which the
executive's monthly earnings were the highest.

18
<PAGE>
EMPLOYMENT AGREEMENTS

The Corporation has entered into agreements with Messrs. Levine, Clouser and
Steenland which entitle the executive to receive a base salary (subject to
Corporation-wide base wage reductions, including the one imposed by the
Corporation in 1993 in connection with the labor cost savings agreements entered
into with its unions) and to participate in the Corporation's Cash Incentive
Plan. The agreements have no set terms and the executive's employment under his
agreement is terminable by either party for any reason upon 30 days written
notice. In the event of a termination of the executive's employment by the
Corporation other than for "cause" (as defined in the agreement) or by the
executive for "good reason" (as defined in the agreement) or due to death or
disability, the executive will continue to receive certain specified health and
welfare benefits under the Corporation's benefit plans and programs for the life
of the executive, will receive a severance payment equal to 200 percent of the
sum of the base salary plus the target incentive payment and will realize the
supplemental retirement benefits described above. If the executive's employment
is terminated by the Corporation for any reason other than cause within two
years after a "change in control" (as defined in the agreement) or by the
executive at any time within six months after such two year period, in either
case, the executive will be entitled to all payments and benefits otherwise due
for termination. In addition, the agreement provides that the vesting of options
held by the executive will accelerate in certain circumstances. The executive
also is entitled to lifetime travel privileges and a gross-up payment for any
excise taxes imposed under Section 4999 of the Code on any payment or
distribution made to him by the Corporation. The executive is subject to a one
year covenant not to compete in the event the executive terminates his
employment without good reason or is terminated by the Corporation for cause.

The Corporation has also entered into an agreement with Mr. Lawrence which
entitles him to receive a base salary (subject to Corporation-wide base wage
reductions) and to participate in the Corporation's Cash Incentive Plan. The
agreement has no set term and his employment is terminable by either party for
any reason upon 30 days written notice. In the event of a termination of his
employment by the Corporation other than for "cause" (as defined in the
agreement) or by Mr. Lawrence for "good reason" (as defined in the agreement) or
due to death or disability, Mr. Lawrence will receive a severance payment equal
to 200 percent of the sum of the base salary plus the target incentive payment.
If his employment is terminated by the Corporation for any reason other than
cause within two years after a "change in control" (as defined in the agreement)
or by Mr. Lawrence at any time within six months after such two year period, in
either case, he will be entitled to all payments and benefits otherwise due for
termination. In addition, the agreement provides that the vesting of options
held by Mr. Lawrence will accelerate in certain circumstances. Mr. Lawrence is
subject to a one year covenant not to compete in the event he terminates his
employment without good reason or is terminated by the Corporation for cause. In
addition, Mr. Lawrence agreed to purchase $1,000,000 of Corporation Class A
Common Stock in the open market at the time of his hiring and in connection with
the grant of an option with respect to 94,118 shares, Mr. Lawrence paid to the
Corporation $44,000 with respect to the year ended December 31, 1997 and agreed
to pay to the Corporation $9,167 on the last day of each subsequent month so
long as the option is outstanding; the payment obligation will be reduced pro
rata with each exercise of the option.

Messrs. Dasburg, Levine, Lawrence, Clouser and Steenland participate in the
Corporation's Executive Life Insurance Plan pursuant to which the Corporation
pays the premium with respect to a $1.0 million whole life insurance policy for
each executive. In certain circumstances, the Corporation will recover certain
of the premiums in the event of the executive's death. Each executive or a trust
designated by such executive is the owner of the policy and the Corporation
reimburses the executive for tax liabilities arising from such premium payments.
Messrs. Dasburg, Levine, Lawrence, Clouser and Steenland also are entitled to
receive certain additional medical benefits.

19
<PAGE>
PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on the
Corporation's Class A Common Stock for the period beginning March 18, 1994, when
the Corporation became a reporting company pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended, and ending December 31, 1997, with
the cumulative total return for the same period of the Standard & Poor's 500
Stock Index ("S&P 500") and the Standard & Poor's Airline Index ("S&P Airline
Index"). The graph assumes the investment of $100 in the Corporation's Class A
Common Stock, the S&P 500 and the S&P Airline Index on March 18, 1994 and
reinvestment of all dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CUMULATIVE TOTAL STOCKHOLDER
RETURN

<S> <C> <C> <C>
Northwest Airlines Corporation S&P 500 S&P Airline Index (1)
3/18/94 $100.00 $100.00 $100.00
12/30/94 $121.15 $99.74 $78.55
12/29/95 $392.31 $137.22 $114.72
12/31/96 $300.96 $168.73 $125.77
12/31/97 $368.27 $225.02 $211.67
</TABLE>

<TABLE>
<CAPTION>
3/18/94 12/30/94 12/29/95 12/31/96 12/31/97 2/27/98
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Northwest Airlines
Corporation........... $ 100 $ 121.15 $ 392.31 $ 300.96 $ 368.27 $ 452.89
S&P 500................. $ 100 $ 99.74 $ 137.22 $ 168.73 $ 225.02 $ 243.92
S&P Airline Index (1)... $ 100 $ 78.55 $ 114.72 $ 125.77 $ 211.67 $ 214.02
</TABLE>

- ------------------------

(1) The S&P Airline Index consists of American Airlines, Delta Air Lines,
Southwest Airlines and US Airways.

PROPOSAL 2
APPROVAL OF CERTIFICATE OF INCORPORATION AMENDMENTS

A proposal to amend the Second Amended and Restated Certificate of
Incorporation of the Corporation (the "Charter") to combine and reclassify the
existing separate classes of voting and non-voting Class A and Class B Common
Stock into a single class of voting Common Stock. The Class A Common Stock has
full voting rights, while the Class B Common Stock is otherwise identical to the
Class A Common Stock except that it has no voting rights. The Board of Directors
has determined that there is no longer a need for the Corporation to maintain a
separate class of non-voting Class B Common Stock and that it is in the best
interests of the Corporation to have only one class of Common Stock with full
voting rights. Accordingly, the Board of Directors desires to eliminate the two
distinct classes of common stock and to combine and reclassify all outstanding
shares of Class A Common Stock and Class B Common

20
<PAGE>
Stock into one class of voting Common Stock. As with the Class A Common Stock,
the combined class of voting Common Stock will be included in the Nasdaq
National Market.

The nonvoting Class B Common Stock was created in connection with the
acquisition in 1989 of the Corporation's principal subsidiary, NWA Inc., which
is the parent of Northwest Airlines, to accommodate certain of the Original
Investors, KLM, Bright Star Investments Limited and Bankers Trust New York
Corporation. KLM and Bright Star Investments Limited were non-United States
citizens and prohibited from owning more than 25 percent of the voting interest
of a company which owns a United States air carrier. Bankers Trust New York
Corporation is a bank holding company and as such is generally prohibited from
owning more than five percent of any class of voting securities of another
company. Since 1989 Bankers Trust New York Corporation and Bright Star
Investments Limited have sold all of their respective holdings of Corporation
Common Stock and KLM has agreed to sell its shares of Corporation Common Stock
to the Corporation. See "Election of Directors--Related Party Transactions." In
addition, since 1989 the Corporation has established the Foreign Stock Registry
so that only shares of the Corporation's voting stock held by non-United States
citizens which are registered on the Foreign Stock Registry may be voted and no
more than 25 percent of the voting stock of the Corporation may be so
registered, thereby enabling non-U.S. citizens to hold voting Common Stock on a
nonvoting basis. As a result of these events, there is no longer a need for the
Corporation to maintain a separate class of non-voting stock. In addition, the
Board believes that the combination of the two classes of Common Stock will
reduce administrative burdens relating to Employee Stock Plan record keeping.
The holder of a majority of the Class B Common Stock outstanding as of the
Record Date has indicated that such holder will vote in favor of the Proposal.
Therefore, approval of the Proposal by the holders of the Class B Common Stock
is assured.

Accordingly, the Board of Directors recommends that the stockholders approve
amending Article FOURTH of the Charter to read as follows:

FOURTH: The total number of shares of stock which the Corporation has
authority to issue is 360,020,000 shares, consisting of: (i) 315,000,000
shares of Common Stock, par value $.01 per share (the "Common Stock"); and
(ii) 45,020,000 shares of preferred stock, par value $.01 per share (the
Preferred Stock").

(a) CONVERSION. (i) All outstanding shares of Class A Common Stock,
par value $.01 per share, of the Corporation ("Class A Common Stock") and
Class B Common Stock, par value $.01 per share, of the Corporation ("Class B
Common Stock") previously authorized by the Second Amended and Restated
Certificate of Incorporation shall, as of the date of effectiveness of this
Certificate of Amendment, be converted, without the action of any holder
thereof, into an equal number of shares of Common Stock. The Class A Common
Stock and the Class B Common Stock shall no longer be authorized by the
Corporation.

(ii) Following the effective date of this Certificate of Amendment, each
certificate representing shares of Class A Common Stock and Class B Common
Stock shall be deemed to be a certificate representing an equal number of
shares of Common Stock.

(b) PREFERRED STOCK. Pursuant to Section 151 of the Delaware General
Corporation Law, the Board of Directors of the Corporation is authorized to
fix by resolution or resolutions the designation of each series of Preferred
Stock and the powers, preferences and relative participating, optional or
other special rights and qualifications, limitations or restrictions
thereof, including, without limiting the generality of the foregoing, such
provisions as may be desired concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and such
other subjects or matters as may be fixed by resolution or resolutions of
the Board of Directors under the Delaware General Corporation Law.

In furtherance of the amendment to the Charter outlined above, the Board of
Directors believes that certain other conforming changes are required in order
to eliminate references to Class A Common

21
<PAGE>
Stock. Accordingly, the Board of Directors recommends that the stockholders
approve amending paragraph (b)(ii) of Article FIFTH of the Charter to read as
follows:

(ii) All certificates representing Common Stock or any other voting
stock of the Corporation are subject to the restrictions set forth in this
Article FIFTH.

The Board of Directors also recommends that the stockholders approve
amending the definition of the term "Qualified Holder" of Article TWELFTH of the
Charter by replacing the reference to "Class A Common" therein with "Common
Stock".

Finally, the Board of Directors recommends that the stockholders approve
amending at each other place in the Charter the terms "Class A Voting Common
Stock" and "Class A Common Stock" to instead read, in each case, "Common Stock".

Additional references to Class A voting Common Stock and Class B non-voting
Common Stock need to be eliminated in the Certificate of Designation of the
Series C Voting Preferred Stock. Accordingly, the Board of Directors recommends
that the stockholders approve amending paragraphs 8(i)-(v) of such Certificate
of Designation to read in their entireties as follows:

(8) CONVERSION RIGHTS. (i) The Series C Voting Preferred Stock shall
be convertible at any time into common stock of the Corporation on the basis
set forth below. Except to the extent otherwise provided in this paragraph
8, each share of Series C Voting Preferred Stock shall be convertible into
1.364 shares of common stock of the Corporation (the "Common Stock").

(ii) On or before the earlier of (a) April 30, 1994 (or, if later, 30
days after the audited consolidated financial statements of the Corporation
for the fiscal year ended December 31, 1993 have been made available to the
Unions) or (b) 10 days after the filing with the Securities and Exchange
Commission of a registration statement relating to an underwritten initial
public offering of the Common Stock representing not less than 10% of the
Common Stock outstanding on a fully diluted basis after giving effect to
such offering, each of (x) the Trustees of the Trusts and Separate
Arrangements, (except for those Trusts and Separate Arrangements for the
benefit of ALPA employees who are members of the Air Line Pilots Association
International ("ALPA"), or the trust beneficiaries to the extent specified
below); and (y) ALPA with respect to the Trusts and Separate Arrangements
for the benefit of ALPA employees, shall have the right (A) to convert each
share of Series C Voting Preferred Stock held by such Trust or Separate
Arrangement into 1.909 shares of Common Stock and (B) to receive, in respect
of all future contributions to such Trust or Separate Arrangement, Common
Stock in lieu of Series C Voting Preferred Stock, at the same conversion
rate specified in clause (A) above; PROVIDED, HOWEVER, that such right may
be exercised with respect to some or all of the shares of Series C Voting
Preferred Stock held or to be received by such Trust or Separate Arrangement
but may be exercised not more than once. The right set forth in this
paragraph 8(ii) is referred to herein as the "Special Conversion Option."
The Special Conversion Option may be exercised by the trust beneficiaries
with respect to stock allocated to their accounts only if the Corporation
has previously filed a registration statement with the Securities and
Exchange Commission with respect to the Common Stock to be received upon
exercise of such option.

(iii) [DELETED]

(iv) [DELETED]

(v) Each shares of Series C Voting Preferred Stock shall automatically
convert into 1.364 shares of the Common Stock upon the sale, transfer,
exchange or other disposition of record or beneficial ownership of such
share to (or with) any person who is not a Qualified Holder (a
"Non-Qualified Sale").

THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE FOR THE PROPOSED CHARTER
AMENDMENTS.

22
<PAGE>
AUDITORS

Following the recommendation of the Audit, Safety and Environmental
Committee, the Board of Directors has selected Ernst & Young LLP as the
independent auditors of the Corporation and its subsidiaries for the fiscal year
ending December 31, 1998. A representative of Ernst & Young LLP is expected to
be present at the Annual Meeting and will be given an opportunity to make a
statement if desired and will be available to respond to appropriate questions.

OTHER BUSINESS AND DIRECTOR NOMINATIONS

Management and the Board of Directors do not know of any matters other than
those set forth above that will be presented for consideration at the Annual
Meeting. However, execution of a proxy, unless otherwise indicated, confers on
the persons named as proxies discretionary authority to vote the shares
represented in accordance with their best judgment on other business, if any,
that may properly come before the Annual Meeting.

The Corporation's Bylaws require that, subject to the exclusive rights of
any class or series of stock having preference over the Common Stock to elect
Series C Directors or directors of the Corporation upon the happening of certain
events, nominations of candidates for election as directors of the Corporation
at any meeting of stockholders may be made by the Chairman of the Board of
Directors or by any stockholder entitled to vote at such meeting who complies
with the requirements of the Corporation's Bylaws. Among other things, not less
than 60 days prior to the date of the anniversary of the annual meeting of
stockholders held in the prior year, any stockholder who intends to make a
nomination at the annual meeting shall deliver to the Office of the Secretary of
the Corporation written notice which complies with the requirements of Section
1(c) of Article III of the Corporation's Bylaws.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and persons who beneficially own
more than ten percent of any class of the Corporation's equity securities
("Reporting Persons") to file reports of holdings and transactions in the
Corporation's equity securities. Based on the Corporation's records and other
information, the Corporation believes that all SEC filing requirements
applicable to its Reporting Persons during 1997 were complied with except that:
(i) the Form 5s of the following Reporting Persons omitted 1996 option grants:
Messrs. Anderson, Clouser, Francht, Hirst, Levine, Steenland and Washburn; (ii)
the Form 3s of Messrs. Vecchi and Mondale and a Form 4 of KLM were filed late;
(iii) the Form 3 of Mr. Malek omitted certain shares held by him as trustee for
his children; and (iv) Messrs. Levine and Anderson failed to report the
conversion of Class B Common Stock to Class A Common Stock in connection with
sales pursuant to the Employee Stock Plan. Corrective filings have been made as
required.

STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING

In order for a stockholder proposal to be included in the Corporation's
proxy materials for the annual meeting of stockholders to be held in 1999, it
must be received by the Corporation on or before November , 1998.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SIGN THE PROXY
AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE.

By Order of the Board of Directors,
Douglas M. Steenland
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY

March , 1998

23
<PAGE>
If you are planning to attend the Annual Meeting in person, please bring the
admission ticket printed on this page with you. If you do not have an admission
ticket, verification of share ownership will be necessary to obtain admission to
the Annual Meeting. See "Notice of Annual Meeting" for details.

- --------------------------------------------------------------------------------

NORTHWEST AIRLINES CORPORATION

1998 ANNUAL MEETING ADMISSION TICKET

The Annual Meeting of Stockholders will be held at 9:30 a.m. on
Friday, April 24, 1998 at the Equitable Life Building, 787
Seventh Avenue, New York, New York 10019.

TO ATTEND THIS MEETING YOU MUST PRESENT THIS TICKET OR OTHER
PROOF OF SHARE OWNERSHIP

Doors open at 9:00 a.m. Cameras, tape recorders or other similar
recording devices will not be allowed in the meeting room.

- --------------------------------------------------------------------------------

24
<PAGE>
PRELIMINARY PROXY MATERIAL

PROXY NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MN 55121

This Proxy is Solicited on Behalf of the Board of Directors for the Annual
Meeting of Stockholders on April 24, 1998.

The undersigned hereby appoints as proxies, Douglas M. Steenland and John H.
Dasburg, each with power to act alone and to appoint his substitute, and hereby
authorizes them to represent and to vote, all shares of Class A Common Stock of
Northwest Airlines Corporation held of record by the undersigned on February 27,
1998 at the Annual Meeting of Stockholders to be held on April 24, 1998, and at
any adjournments thereof, as instructed on the reverse side of this card and in
their discretion upon such other matters as may properly come before the Annual
Meeting.

1. ELECTION OF DIRECTORS, NOMINEES:

R.C. BLUM, A.A. CHECCHI, J.H. DASBURG, D.K. GOODWIN, D.F. HIGHTOWER,
F.V. MALEK, W.F. MONDALE, V.A. RAVINDRAN, L.M. VAN WIJK, G.J. VOJTA, G.L. WILSON

/ / FOR ALL NOMINEES LISTED ABOVE / / WITHHOLD AUTHORITY
(EXCEPT AS MARKED BELOW) TO VOTE FOR ALL NOMINEES LISTED ABOVE

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)

- --------------------------------------------------------------------------------
2. PROPOSAL TO AMEND THE NORTHWEST AIRLINES CORPORATION CERTIFICATE OF
INCORPORATION

/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING.

(CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
DIRECTOR NOMINEES AND FOR PROPOSAL 2. THE PROXIES ARE AUTHORIZED TO VOTE THIS
PROXY IN THEIR DISCRETION WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN
IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
MARK BOX AT RIGHT IF YOU PLAN TO ATTEND THE ANNUAL MEETING. / /
CERTIFICATION:
PURSUANT TO FEDERAL LAW AND NORTHWEST'S CERTIFICATE OF INCORPORATION,
NORTHWEST'S VOTING STOCK IS SUBJECT TO CERTAIN FOREIGN OWNERSHIP RESTRICTIONS.
BY SIGNING BELOW, THE UNDERSIGNED REPRESENTS THAT IT IS A UNITED STATES CITIZEN
AS THAT TERM IS DEFINED IN THE FEDERAL AVIATION ACT OR THAT THE SHARES OF STOCK
REPRESENTED BY THIS PROXY HAVE BEEN REGISTERED ON THE FOREIGN STOCK REGISTRY OF
THE CORPORATION.

--------------------------------
SIGNATURE

--------------------------------
SIGNATURE IF HELD JOINTLY

DATED:
--------------------------------

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA.
<PAGE>
PRELIMINARY PROXY MATERIAL

PROXY NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MN 55121

This Proxy is Solicited on Behalf of the Board of Directors for the Annual
Meeting of Stockholders on April 24, 1998.

The undersigned hereby appoints as proxies, Douglas M. Steenland and John H.
Dasburg, each with power to act alone and to appoint his substitute, and hereby
authorizes them to represent and to vote, all shares of Class B Common Stock of
Northwest Airlines Corporation held of record by the undersigned on February 27,
1998 at the Annual Meeting of Stockholders to be held on April 24, 1998, and at
any adjournments thereof, as instructed on the reverse side of this card and in
their discretion upon such other matters as may properly come before the Annual
Meeting.

1. PROPOSAL TO AMEND THE NORTHWEST AIRLINES CORPORATION CERTIFICATE OF
INCORPORATION

/ / FOR / / AGAINST / / ABSTAIN

2. In their discretion, the Proxies are authorized to vote upon such matters as
may properly come before the meeting.

(CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1. THE PROXIES ARE AUTHORIZED TO VOTE THIS PROXY IN THEIR DISCRETION
WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN
IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
MARK BOX AT RIGHT IF YOU PLAN TO ATTEND THE ANNUAL MEETING. / /
CERTIFICATION:
PURSUANT TO FEDERAL LAW AND NORTHWEST'S CERTIFICATE OF INCORPORATION,
NORTHWEST'S VOTING STOCK IS SUBJECT TO CERTAIN FOREIGN OWNERSHIP RESTRICTIONS.
BY SIGNING BELOW, THE UNDERSIGNED REPRESENTS THAT IT IS A UNITED STATES CITIZEN
AS THAT TERM IS DEFINED IN THE FEDERAL AVIATION ACT OR THAT THE SHARES OF STOCK
REPRESENTED BY THIS PROXY HAVE BEEN REGISTERED ON THE FOREIGN STOCK REGISTRY OF
THE CORPORATION.

--------------------------------
SIGNATURE

--------------------------------
SIGNATURE IF HELD JOINTLY

DATED:
--------------------------------

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA.
<PAGE>
PRELIMINARY PROXY MATERIAL

PROXY NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MN 55121

This Proxy is Solicited on Behalf of the Board of Directors for the Annual
Meeting of Stockholders on April 24, 1998.

The undersigned hereby appoints as proxies, Douglas M. Steenland and John H.
Dasburg, each with power to act alone and to appoint his substitute, and hereby
authorizes them to represent and to vote, all shares of Series C Preferred Stock
of Northwest Airlines Corporation held of record by the undersigned on February
27, 1998 at the Annual Meeting of Stockholders to be held on April 24, 1998, and
at any adjournments thereof, as instructed on the reverse side of this card and
in their discretion upon such other matters as may properly come before the
Annual Meeting.

1. ELECTION OF SERIES C DIRECTORS:

M.L. GRISWOLD, G.J. KOURPIAS AND D.E. WOERTH

/ / FOR / / AGAINST / / ABSTAIN

2. PROPOSAL TO AMEND THE NORTHWEST AIRLINES CORPORATION CERTIFICATE OF
INCORPORATION

/ / FOR / / AGAINST / / ABSTAIN

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING.

(CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
DIRECTOR NOMINEES AND PROPOSAL 2. THE PROXIES ARE AUTHORIZED TO VOTE THIS PROXY
IN THEIR DISCRETION WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
THE MEETING.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN
IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
MARK BOX AT RIGHT IF YOU PLAN TO ATTEND THE ANNUAL MEETING. / /
CERTIFICATION:
PURSUANT TO FEDERAL LAW AND NORTHWEST'S CERTIFICATE OF INCORPORATION,
NORTHWEST'S VOTING STOCK IS SUBJECT TO CERTAIN FOREIGN OWNERSHIP RESTRICTIONS.
BY SIGNING BELOW, THE UNDERSIGNED REPRESENTS THAT IT IS A UNITED STATES CITIZEN
AS THAT TERM IS DEFINED IN THE FEDERAL AVIATION ACT OR THAT THE SHARES OF STOCK
REPRESENTED BY THIS PROXY HAVE BEEN REGISTERED ON THE FOREIGN STOCK REGISTRY OF
THE CORPORATION.

--------------------------------
SIGNATURE

--------------------------------
SIGNATURE IF HELD JOINTLY

DATED:
--------------------------------

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA.
<PAGE>

PRELIMINARY PROXY MATERIAL

NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MN 55121
DIRECTION TO TRUSTEE
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 1998

As a participant in the Northwest Airlines Corporation Employee Stock Plan, I
hereby direct the Trustee to vote the shares of stock allocated to my
Employee Stock Plan account at the Annual Meeting of Stockholders which will
be held on April 24, 1998 in the manner indicated on the reverse side of this
card. I understand that the Trustee will vote, in its sole discretion,
unallocated shares and allocated shares for which no directions have been
received.

IF YOU SIGN AND RETURN YOUR DIRECTION CARD BUT DO NOT CHECK A BOX OR
OTHERWISE PROVIDE DIRECTION WITH RESPECT TO THE ELECTION OF DIRECTORS OR
PROPOSAL 2, THE TRUSTEE WILL VOTE YOUR SHARES "FOR" THE ELECTION OF THE
DIRECTOR NOMINEES AND "FOR" PROPOSAL 2.

- -------------------------------------------------------------------------------
PLEASE MARK, DATE, SIGN, AND RETURN THIS DIRECTION CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES OF AMERICA.
- -------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?

- ----------------------------------------------------------

DO YOU HAVE ANY COMMENTS?

- ----------------------------------------------------------

<PAGE>

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ------------------------------------
NORTHWEST AIRLINES CORPORATION
EMPLOYEE STOCK PLAN
- ------------------------------------

RECORD DATE SHARES:

------------------
Please be sure to sign and date this Card. Date
- -------------------------------------------------------------------------

Participant sign here
- -------------------------------------------------------------------------

1. Election of Directors.

R.C. BLUM, A.A. CHECCHI, J.H. DASBURG, D.K. GOODWIN, D.F. HIGHTOWER,
F.V. MALEK, W.F. MONDALE, V.A. RAVINDRAN, L.M. VANWIJK, G.J. VOJTA AND
G.L. WILSON

With- For All
For hold Except
/ / / / / /

NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark
the "FOR ALL EXCEPT" box and strike a line through the nominee's name. Your
shares will be voted for the remaining nominee(s).

2. Amendment of the Northwest Airlines Corporation Certificate of Incorporation.

For Against Abstain
/ / / / / /

3. In its discretion, the Trustee is authorized to vote upon any other
business that may properly come before the Annual Meeting.

For Against Abstain
/ / / / / /

CERTIFICATION:
PURSUANT TO FEDERAL LAW AND NORTHWEST'S CERTIFICATE OF INCORPORATION,
NORTHWEST'S VOTING STOCK IS SUBJECT TO CERTAIN FOREIGN OWNERSHIP
RESTRICTIONS. BY SIGNING THIS CARD, THE UNDERSIGNED REPRESENTS THAT IT IS
A UNITED STATES CITIZEN AS THAT TERM IS DEFINED IN THE FEDERAL AVIATION
ACT.

Mark box at right if you plan to attend the Annual Meeting. / /

Mark box at right if an address change or comment has been
noted on the reverse side of this card. / /

- -------------------------------------------------------------------------------
NORTHWEST AIRLINES CORPORATION
DETACH CARD DETACH CARD

Dear Northwest Airlines Corporation Employee Stock Plan Participant:

The Annual Meeting of the Stockholders of Northwest Airlines Corporation will
be held on April 24, 1998.

As a participant in the Northwest Airlines Corporation Employee Stock Plan,
you are entitled to direct the Trustee to vote the shares of stock allocated
to your Employee Stock Plan account. The Trustee will vote, in its sole
discretion, unallocated shares and allocated shares for which no instructions
have been received. The Trustee will also vote in its sole discretion any
shares allocated to your Supplemental Retirement Plan account.

Because your voting rights are important, you are strongly encouraged to
direct the Trustee to vote your shares. Please mark the boxes on the
direction card, date, sign, and detach the card and return it to the Trustee
in the enclosed postage paid envelope. All voting directions will be kept in
strict confidence by the Trustee.

Your instruction card must be received by 5 P.M. EDT, April 22, 1998, in
order to be counted.

Sincerely,

Northwest Airlines Corporation

<PAGE>
PRELIMINARY PROXY MATERIAL

NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MN 55121
DIRECTION TO TRUSTEE
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 1998

IF YOU SIGN AND RETURN YOUR DIRECTION CARD BUT DO NOT CHECK A BOX OR
OTHERWISE PROVIDE DIRECTION WITH RESPECT TO PROPOSAL 1, THE TRUSTEE WILL VOTE
YOUR SHARES "FOR" PROPOSAL 1.

HAS YOUR ADDRESS CHANGED?

- ----------------------------------------------------------

DO YOU HAVE ANY COMMENTS?

- ----------------------------------------------------------

<PAGE>

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ------------------------------------
NORTHWEST AIRLINES CORPORATION
EMPLOYEE STOCK PLAN
- ------------------------------------

RECORD DATE SHARES:

-------------------
Please be sure to sign and date this Card. Date
- ------------------------------------------------------------------------------

Participant sign here
- ------------------------------------------------------------------------------

1. Amendment of the Northwest Airlines Corporation Certificate of Incorporation

For Against Abstain
/ / / / / /

2. In its discretion, the Trustee is authorized to vote upon any other
business that may properly come before the Annual Meeting.

For Against Abstain
/ / / / / /

CERTIFICATION:
PURSUANT TO FEDERAL LAW AND NORTHWEST'S CERTIFICATE OF INCORPORATION,
NORTHWEST'S VOTING STOCK IS SUBJECT TO CERTAIN FOREIGN OWNERSHIP
RESTRICTIONS. BY SIGNING THIS CARD, THE UNDERSIGNED REPRESENTS THAT IT IS A
UNITED STATES CITIZEN AS THAT TERM IS DEFINED IN THE FEDERAL AVIATION ACT.

Mark box at right if you plan to attend the Annual Meeting. / /

Mark box at right if an address change or comment has been
noted on the reverse side of this card. / /

- -------------------------------------------------------------------------------
NORTHWEST AIRLINES CORPORATION
DETACH CARD DETACH CARD

Dear Northwest Airlines Corporation Employee Stock Plan Participant:

The Annual Meeting of the Stockholders of Northwest Airlines Corporation will
be held on April 24, 1998.

As a participant in the Northwest Airlines Corporation Employee Stock Plan,
you are entitled to direct the Trustee to vote the shares of stock allocated
to your Employee Stock Plan account with respect to certain matters to be
voted on at the Annual Meeting. The Trustee will vote, in its sole
discretion, unallocated shares and allocated shares for which no instructions
have been received. The Trustee will also vote in its sole discretion any
shares allocated to your Supplemental Retirement Plan account.

Your instruction card must be received by 5 P.M. EDT, April 22, 1998, in
order to be counted.

Sincerely,

Northwest Airlines Corporation