X0202 4 2007-04-30 0000027904 DELTA AIR LINES INC /DE/ DAL 0001292272 Whitehurst James M DELTA AIR LINES, INC., DEPT. 981 P.O. BOX 20574 ATLANTA GA 30320 0 1 0 0 Chief Operating Officer Common Stock, par value $0.0001 per share 2007-04-30 4 A 0 184800 0 A 184800 D Common Stock, par value $0.0001 per share 2007-04-30 4 A 0 5101 0 A 189901 D Common Stock, par value $0.0001 per share 2007-04-30 4 F 0 1655 D 188246 D In connection with Delta's emergence from bankruptcy, the Personnel & Compensation Committee of Delta's Board of Directors granted restricted stock awards to Delta officers, including the Reporting Person. Delta described this program in a bankruptcy court filing on March 20, 2007, and in a Current Report on Form 8-K filed with the SEC on March 22, 2007. The shares reported on this line represent substantially all of the distribution the Reporting Person will receive in satisfaction of his claim against Delta's bankruptcy estate, as described below under "BACKGROUND INFORMATION ON CLAIMS WITH RESPECT TO NON-QUALIFIED RETIREMENT PLAN." These shares were acquired in a transaction that was approved by the Personnel & Compensation Committee of Delta's Board of Directors, and that is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d)(1). Shares withheld to cover tax withholding obligations from the distribution of shares described in Note (2), above. This withholding was approved by the Personnel & Compensation Committee of Delta's Board of Directors, and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e). BACKGROUND INFORMATION ON CLAIMS WITH RESPECT TO NON-QUALIFIED RETIREMENT PLAN: Delta previously sponsored non-qualified retirement plans designed to provide participants with retirement benefits that would have been paid under the applicable formula under Delta's qualified retirement plan for nonpilot employees but for limits on qualified plans under the Internal Revenue Code. Virtually all of the benefits under these non-qualified plans accrued prior to Delta's Chapter 11 filing. Because Delta rejected these plans as part of its plan of reorganization, Delta will not pay any benefits under these plans. Rather, current or former employees with an accrued benefit under the non-qualified plans have a claim against Delta's bankruptcy estate. Delta's plan of reorganization provides that holders of allowed unsecured claims against Delta's bankruptcy estate will generally receive common stock of reorganized Delta in satisfaction of their claims. Nanci Oliver Sloan as attorney-in-fact for James M. Whitehurst 2007-05-02