10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
or
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-5424

DELTA AIR LINES, INC.

State of Incorporation: Delaware

IRS Employer Identification No.: 58-0218548

Hartsfield Atlanta International Airport, Atlanta, Georgia 30320

Telephone: (404) 715-2600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]        No [   ]

Number of shares outstanding by each class of common stock,
as of April 30, 2002:

Common Stock, $1.50 par value – 123,232,576 shares outstanding

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		Consolidated Balance Sheets
		Consolidated Balance Sheets
		Consolidated Statements of Operations
		Condensed Consolidated Statements of Cash Flows
		Statistical Summary
		Notes to the Condensed Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
INDEPENDENT ACCOUNTANTS’ REPORT
PART II. OTHER INFORMATION
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
Exhibit 10-1 2002 Excess Benefit Plan
Exhibit 10.2 2002 Supplemental Excess Benefit Plan
Exhibit 10.3 Form of Excess Benefit Plan
Exhibit 12 Computation of Ratio of Earnings
Exhibit 15 Letter from Deloitte & Touche LLP

FORWARD-LOOKING STATEMENTS

     Statements in this Report on Form 10-Q (or otherwise made by Delta or on Delta’s behalf) which are not historical facts, including statements about Delta’s estimates, expectations, beliefs, intentions, projections or strategies for the future, may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or Delta’s present expectations. Factors that could cause these differences include, but are not limited to:

1. the many effects on Delta and the airline industry from the terrorist attacks on the United States on September 11, 2001, including the following:

• the adverse impact of the terrorist attacks on the demand for air travel;

• the change in Delta’s operations and higher costs resulting from, and customer reaction to, new airline security directives, including the Aviation and Transportation Security Act;

• the availability and cost of war risk and other insurance for Delta;

• the extent to which Delta receives additional financial assistance under the Air Transportation Safety and System Stabilization Act;

• the credit downgrades of Delta and other airlines by Moody’s Investors Service and Standard & Poor’s, and the possibility of additional downgrades, to the extent it makes it more difficult and/or more costly for us to obtain financing;

• potential declines in the values of the aircraft in Delta’s fleet or facilities and related asset impairment charges;

• additional terrorist activity and/or war;

2.	general economic conditions, both in the United States and in our markets outside the United States, including the extent of the weakening in the U.S. economy and the related decline in business and leisure travel;
3.	competitive factors in our industry, such as mergers and acquisitions, the airline pricing environment, international alliances, codesharing programs, and capacity decisions by competitors;
4.	outcomes of negotiations on collective bargaining agreements and other labor issues;
5.	changes in the availability or cost of aircraft fuel or fuel hedges;
6.	disruptions to operations due to adverse weather conditions and air traffic control-related constraints;

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7.	actions by the United States or foreign governments, including the Federal Aviation Administration and other regulatory agencies;
8.	the willingness of customers to travel generally, and with Delta specifically, which could be affected by factors such as Delta’s and the industry’s safety record; and
9.	the outcome of Delta’s litigation.

     Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of May 14, 2002, and which Delta has no current intention to update.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DELTA AIR LINES, INC.

Consolidated Balance Sheets

(In Millions, Except Share Data)

				March 31,		December 31,
ASSETS				2002		2001*
				(Unaudited)
CURRENT ASSETS:
	Cash and cash equivalents			$	1,513	$	2,210
	Short-term investments				—		5
	Accounts receivable, net of an allowance for uncollectible accounts of $27 at March 31, 2002 and $43 at December 31, 2001				562		368
	Expendable parts and supplies inventories, net of an allowance for obsolescence of $130 at March 31, 2002 and $139 at December 31, 2001				184		181
	Deferred income taxes				557		518
	Fuel hedge contracts, at fair market value				120		55
	Prepaid expenses and other				300		230
			Total current assets		3,236		3,567
PROPERTY AND EQUIPMENT:
	Flight equipment				20,182		19,427
		Less: Accumulated depreciation			5,901		5,730
	Flight equipment, net				14,281		13,697
	Flight equipment under capital leases				382		382
		Less: Accumulated amortization			271		262
	Flight equipment under capital leases, net				111		120
	Ground property and equipment				4,466		4,412
		Less: Accumulated depreciation			2,439		2,355
	Ground property and equipment, net				2,027		2,057
	Advance payments for equipment				169		223
			Total property and equipment, net		16,588		16,097
OTHER ASSETS:
	Investments in debt and equity securities				65		96
	Investments in associated companies				195		180
	Cost in excess of net assets acquired, net				2,092		2,092
	Operating rights and other intangibles, net of accumulated amortization of $248 at March 31, 2002 and $246 at December 31, 2001				92		94
	Restricted investments for Boston airport terminal project				463		475
	Other noncurrent assets				974		1,004
			Total other assets		3,881		3,941
Total assets				$	23,705	$	23,605

* Derived from the audited Consolidated Balance Sheet included in Delta's 2001 Annual Report.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DELTA AIR LINES, INC.

Consolidated Balance Sheets

(In Millions, Except Share Data)

					March 31,			December 31,
LIABILITIES AND SHAREOWNERS' EQUITY					2002			2001*
					(Unaudited)
CURRENT LIABILITIES:
	Current maturities of long-term debt				$	189		$	260
	Short-term obligations					—			765
	Current obligations under capital leases					32			31
	Accounts payable and miscellaneous accrued liabilities					1,688			1,617
	Air traffic liability					1,551			1,224
	Income and excise taxes payable					859			1,049
	Accrued salaries and related benefits					1,163			1,121
	Accrued rent					195			336
		Total current liabilities				5,677			6,403
NONCURRENT LIABILITIES:
	Long-term debt					8,649			7,781
	Long-term debt issued by Massachusetts Port Authority					498			498
	Capital leases					63			68
	Postretirement benefits					2,296			2,292
	Accrued rent					774			781
	Deferred income taxes					788			465
	Other					478			464
			Total noncurrent liabilities			13,546			12,349
DEFERRED CREDITS:
	Deferred gains on sale and leaseback transactions					506			519
	Manufacturers’ and other credits					320			310
		Total deferred credits				826			829
COMMITMENTS AND CONTINGENCIES (Notes 3, 7 and 8)
EMPLOYEE STOCK OWNERSHIP PLAN
	PREFERRED STOCK:
	Series B ESOP Convertible Preferred Stock, $1.00 par value, $72.00 stated and liquidation value; 6,170,640 shares issued and outstanding at March 31, 2002, and 6,278,210 shares issued and outstanding at December 31, 2001					444			452
	Unearned compensation under employee stock ownership plan					(199	)		(197	)
			Total Employee Stock Ownership Plan Preferred Stock			245			255
SHAREOWNERS’ EQUITY:
	Common stock, $1.50 par value; 450,000,000 shares authorized; 180,892,746 shares issued at March 31, 2002 and 180,890,356 shares issued at December 31, 2001					271			271
	Additional paid-in capital					3,267			3,267
	Retained earnings					2,527			2,930
	Accumulated other comprehensive income					71			25
	Treasury stock at cost, 57,662,828 shares at March 31, 2002 and 57,644,690 shares at December 31, 2001					(2,725	)		(2,724	)
				Total shareowners’ equity		3,411			3,769
Total liabilities and shareowners’ equity					$	23,705		$	23,605

* Derived from the audited Consolidated Balance Sheet included in Delta's 2001 Annual Report.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DELTA AIR LINES, INC.

Consolidated Statements of Operations

(Unaudited)
(In Millions, Except Share Data)

			Three Months Ended
			March 31,
			2002			2001*
OPERATING REVENUES:
	Passenger		$	2,878		$	3,598
	Cargo			111			140
	Other, net			114			104
				3,103			3,842
OPERATING EXPENSES:
	Salaries and related costs			1,501			1,607
	Aircraft fuel			339			514
	Depreciation and amortization			281			324
	Contracted services			263			257
	Landing fees and other rents			203			198
	Aircraft maintenance materials and outside repairs			185			187
	Aircraft rent			178			188
	Other selling expenses			145			179
	Passenger commissions			107			141
	Passenger service			94			114
	Asset writedowns and other nonrecurring items			40			—
	Other			202			248
		Total operating expenses		3,538			3,957
OPERATING LOSS				(435	)		(115	)
OTHER INCOME (EXPENSE):
	Interest expense, net			(141	)		(86	)
	Loss from sale of investments			(3	)		—
	Fair value adjustments of SFAS 133 derivatives			(28	)		(17	)
	Miscellaneous income (expense), net			5			(4	)
				(167	)		(107	)
LOSS BEFORE INCOME TAXES				(602	)		(222	)
INCOME TAX BENEFIT				205			89
NET LOSS				(397	)		(133	)
PREFERRED STOCK DIVIDENDS				(4	)		(3	)
NET LOSS AVAILABLE TO COMMON SHAREOWNERS			$	(401	)	$	(136	)
BASIC AND DILUTED LOSS PER SHARE			$	(3.25	)	$	(1.11	)
WEIGHTED AVERAGE SHARES USED IN BASIC AND DILUTED PER SHARE COMPUTATION				123,244,160			123,030,903
DIVIDENDS PER COMMON SHARE			$	0.025		$	0.025

* Derived from the Consolidated Statement of Operations previously included in Delta's March 31, 2001 Form 10-Q.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DELTA AIR LINES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)
(In Millions)

			Three Months Ended
			March 31,
			2002			2001*
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss		$	(397	)	$	(133	)
	Adjustments to reconcile net loss to cash provided by operating activities, net			(11	)		286
	Changes in certain assets and liabilities, net			446			143
		Net cash provided by operating activities		38			296
CASH FLOWS FROM INVESTING ACTIVITIES:
	Property and equipment additions:
		Flight equipment, including advance payments		(704	)		(633	)
		Ground property and equipment		(59	)		(187	)
	Decrease in restricted investments			12			—
	Decrease in short-term investments, net			5			239
	Proceeds from sale of investments			24			—
	Proceeds from sale of flight equipment			5			16
	Other, net			(1	)		(13	)
		Net cash used in investing activities		(718	)		(578	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on long-term debt and capital lease obligations			(118	)		(11	)
	Issuance of long-term obligations			190			105
	Cash dividends on common and preferred stock			(3	)		(3	)
	Payments on notes payable, net			(78	)		—
	Redemption of preferred stock			(8	)		(2	)
	Other, net			—			1
		Net cash (used in) provided by financing activities		(17	)		90
NET DECREASE IN CASH AND CASH EQUIVALENTS:				(697	)		(192	)
Cash and cash equivalents at beginning of period				2,210			1,364
Cash and cash equivalents at end of period			$	1,513		$	1,172
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid (received) during the period for:
	Interest (net of amounts capitalized)		$	98		$	40
	Income taxes		$	(479	)	$	(79	)
NON-CASH TRANSACTIONS:
Aircraft delivered under seller financing			$	110		$	—

* Derived from the Condensed Consolidated Statement of Cash Flows previously included in Delta's March 31, 2001 Form 10-Q.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DELTA AIR LINES, INC.
Statistical Summary
(Unaudited)

	Three Months Ended
	March 31,
Statistical Summary:	2002			2001
Revenue Passenger Miles (millions)		23,230			25,285
Available Seat Miles (millions) (1)		33,740			37,727
Passenger Mile Yield		12.39	¢		14.23	¢
Operating Revenue Per Available Seat Mile		9.20	¢		10.18	¢
Operating Cost Per Available Seat Mile		10.49	¢		10.49	¢
Operating Cost Per Available Seat Mile – Excluding (2)		10.37	¢		10.49	¢
Passenger Load Factor		68.85	%		67.02	%
Breakeven Passenger Load Factor		79.26	%		69.16	%
Breakeven Passenger Load Factor – Excluding (2)		78.30	%		69.16	%
Passengers Enplaned (thousands)		24,618			26,932
Revenue Ton Miles (millions)		2,673			2,977
Cargo Ton Miles (millions)		350			437
Cargo Ton Mile Yield		31.70	¢		31.93	¢
Fuel Gallons Consumed (millions)		599			696
Average Price Per Fuel Gallon, net of hedging gains		56.68	¢		73.81	¢
Number of Aircraft in Fleet, End of Period		832			829
Full-Time Equivalent Employees, End of Period		74,300			84,100

(1)	As a result of a pilot strike, Comair suspended its operations between March 26, 2001 and July 1, 2001. Accordingly, Comair had no Available Seat Miles (ASMs) during this period.
(2)	Calculation excludes unusual items as discussed for the applicable periods in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-Q.

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DELTA AIR LINES, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2002
(Unaudited)

1.     ACCOUNTING AND REPORTING POLICIES

     Delta’s accounting and reporting policies are summarized in Note 1 of the Notes to the Consolidated Financial Statements (pages 29-32) in our 2001 Annual Report to Shareowners (Annual Report) and in Notes 2 and 5 of this Form 10-Q. These interim financial statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes in our Annual Report. Management believes that the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring items, necessary for a fair statement of results for the interim periods presented. We have reclassified certain prior period amounts to be consistent with the presentation of our current period financial statements.

     Due to seasonal variations in the demand for air travel and other factors, operating results for the interim period are not necessarily indicative of operating results for the entire year.

2.     ADOPTION OF NEW ACCOUNTING STANDARDS

Statement of Financial Accounting Standard (SFAS) No. 142, “Goodwill and Other Intangible Assets"

     We adopted SFAS 142 on January 1, 2002. This statement addresses financial accounting and reporting for goodwill and other intangible assets. Prior to January 1, 2002, accounting principles generally accepted in the United States (U.S. GAAP) required that goodwill be amortized over its estimated useful life, not to exceed 40 years. SFAS 142 requires that goodwill no longer be amortized. Instead, we will apply a fair market value-based impairment test to our goodwill at least annually. Goodwill is presented as cost in excess of net assets acquired in our Consolidated Balance Sheets.

     SFAS 142 also redefines intangible assets and addresses their related amortization. As a result, we are required to evaluate our existing intangible assets to determine their useful lives. For those intangible assets determined to have indefinite lives, amortization has been discontinued and we will review these intangible assets at least annually for potential impairment using a fair market value-based impairment test. Intangible assets that have determinable useful lives will continue to be amortized on a straight-line basis over their remaining estimated useful lives.

     The adoption of SFAS 142 resulted in a positive impact of $15 million, pretax, for the March 2002 quarter related to the discontinuance of amortization of existing goodwill and certain intangible assets. On an annual basis, we expect a total positive impact of

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approximately $61 million, pretax. The following tables show reconciliations of our reported net loss and loss per share to proforma net loss and loss per share for the quarters ended March 31, 2002 and 2001:

	For the Three Months Ended
	March 31,
	2002			2001
(in millions, except per share data)
Net loss	$	(397	)	$	(133	)
Add back: goodwill and international route amortization		—			15
Proforma net loss	$	(397	)	$	(118	)
	2002			2001
Basic and diluted earnings per share:
Net loss	$	(3.25	)	$	(1.11	)
Add back: goodwill and international route amortization		—			0.12
Proforma net loss	$	(3.25	)	$	(0.99	)

     We are still evaluating the impact of this statement regarding potential goodwill impairment. We expect to complete the initial impairment test by June 30, 2002 and may record an impairment charge to goodwill if determined necessary based on the results of the test.

     We believe that certain of our intangible assets have indefinite useful lives and upon adoption of SFAS 142, we discontinued amortization of these assets. Additionally, during the March 2002 quarter, we completed our initial test of potential impairment of indefinite-lived intangible assets, other than goodwill, which indicated no impairment of our current carrying value. The following tables present information about our intangible assets, other than goodwill, at March 31, 2002:

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		As of March 31, 2002
(in millions)		Gross Carrying		Accumulated
		Amount		Amortization
Amortized Intangible Assets:
	Leasehold and operating rights	$	113	$	(83	)
	Other		2		(1	)
	TOTAL	$	115	$	(84	)
		Net Carrying
		Amount
Unamortized Intangible Assets:
	International routes	$	60
	Other		1
	TOTAL	$	61

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

     We adopted SFAS 144 on January 1, 2002. This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of” and APB Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS 144 amends accounting and reporting standards for the disposal of segments of a business and the accounting for the impairment or disposal of long-lived assets. The adoption of SFAS 144 did not impact our Condensed Consolidated Financial Statements.

3.     SALE OF RECEIVABLES

     During 1999, we entered into an agreement under which we sold a defined pool of our accounts receivable, on a revolving basis, through a special-purpose, wholly owned subsidiary to a third party. We initially sold receivables having a fair value of $547 million to the subsidiary. In exchange for the receivables sold, we received cash and a subordinated promissory note. The amount of the promissory note fluctuates because it represents the portion of the purchase price payable for the volume of receivables sold. We retained servicing and record-keeping responsibilities for the receivables sold. The principal amount of the promissory note was $192 million at March 31, 2002, and is included in accounts receivable on our Consolidated Balance Sheets.

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     As part of the agreement, the subsidiary is required to pay fees to a third party based on the amounts invested by the third party. For the three months ended March 31, 2002, these fees were $1.2 million. These fees are included in other income (expense) under miscellaneous income (expense), net in our Consolidated Statements of Operations.

     This agreement, as amended, expires on June 15, 2002. The third party may terminate the agreement, however, if Delta’s senior unsecured long-term debt is rated below Ba2 by Moody’s and below BB by Standard & Poor’s. If the agreement was terminated in these circumstances, we would be required to repurchase the outstanding receivables from the third party. If the agreement was terminated at March 31, 2002, we would have been required to repurchase outstanding receivables for $176 million.

     Subsequent to September 11, 2001, Moody’s and Standard & Poor’s downgraded Delta’s senior unsecured long-term debt to Ba3 and BB, respectively. Moody’s ratings outlook for Delta is negative. Our senior unsecured long-term debt remains on credit watch for possible further downgrade by Standard & Poor’s.

     For additional information regarding Delta’s sale of receivables, see Note 18 of the Notes to the Consolidated Financial Statements (page 52) in the Annual Report.

4.     MARKETABLE AND OTHER EQUITY SECURITIES

         priceline.com, Incorporated

     At December 31, 2001, Delta’s equity interest in priceline.com, Incorporated (priceline) consisted of (1) 25,344 shares of Series B Redeemable Preferred Stock (Series B Preferred Stock); (2) a warrant to purchase up to 8.5 million shares of priceline common stock for $2.97 per share (2001 Warrant); (3) a warrant to purchase up to 4.7 million shares of priceline common stock for $4.72 per share (Amended 1999 Warrant); and (4) 1.3 million shares of priceline common stock. For additional information regarding the Series B Preferred Stock, the 2001 Warrant, the Amended 1999 Warrant and our priceline common stock, see Note 3 of the Notes to the Consolidated Financial Statements (pages 33-35) in our Annual Report.

     During the March 2002 quarter, we (1) exercised the 2001 Warrant in part to purchase 4 million shares of priceline common stock, paying the exercise price by surrendering to priceline 11,875 shares of Series B Preferred Stock and (2) sold 3.9 million shares of priceline common stock on the open market, receiving $24 million in net proceeds. We recognized a $3 million loss related to these transactions in our Consolidated Statements of Operations for the March 2002 quarter.

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     On February 6, 2002, we received a dividend of 454,308 shares of priceline common stock related to our equity interest in the Series B Preferred Stock. We recorded other income of $1.8 million in our Consolidated Statements of Operations for the March 2002 quarter related to this dividend.

     At March 31, 2002, Delta’s equity interest in priceline consisted of (1) 13,469 shares of Series B Preferred Stock; (2) the 2001 Warrant to purchase up to 4.5 million shares of priceline common stock; (3) the Amended 1999 Warrant to purchase up to 4.7 million shares of priceline common stock; and (4) 1.8 million shares of priceline common stock. At March 31, 2002, the carrying values of our holdings in Series B Preferred Stock and priceline common stock were $13 million and $9 million, respectively. The Series B Preferred Stock is accounted for as an available-for-sale debt security. In accordance with SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities,” the Series B Preferred Stock and the priceline common stock are recorded at fair market value in investments in debt and equity securities on our Consolidated Balance Sheets and any change in fair market value is recorded in other comprehensive income (loss). The Series B Preferred Stock was initially recorded at face value, which has not changed during the March 2002 quarter. At March 31, 2002, the carrying value of the 2001 Warrant and the Amended 1999 Warrant totaled $24 million. The warrants are recorded at fair market value in investments in debt and equity securities on our Consolidated Balance Sheets and any change in fair market value is recorded in the Consolidated Statements of Operations in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities.” For additional information regarding SFAS 133, see Note 5 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

5.     DERIVATIVE INSTRUMENTS

     Under SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” we record all derivative instruments on the balance sheet at fair market value and recognize certain non-cash changes in these fair market values in the Consolidated Statements of Operations. SFAS 133 applies to the accounting for our fuel hedging program and our holdings of equity warrants and other similar rights in other companies. For additional information regarding SFAS 133, see Note 4 of the Notes to the Consolidated Financial Statements (pages 35-36) in the Annual Report.

     The impact of SFAS 133 on our Consolidated Statements of Operations is summarized as follows (in millions):

	Income (Expense)
	For the Three Months Ended
	March 31, 2002			March 31, 2001
Change in time value of fuel hedge contracts	$	(24	)	$	(5	)
Ineffective portion of fuel hedge contracts		2			(4	)
Fair value adjustment of equity rights		(6	)		(8	)
Fair value adjustments of SFAS 133 derivatives, pretax	$	(28	)	$	(17	)
Total, net of tax	$	(18	)	$	(11	)

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        Fuel hedging

     At March 31, 2002, our fuel hedge contracts had an estimated short-term fair market value of $120 million. We had no long-term fuel hedge contracts at March 31, 2002. Unrealized gains of $71 million, net of tax, were recorded in accumulated other comprehensive income. For additional information regarding our fuel hedging policy, see Note 4 of the Notes to the Consolidated Financial Statements (pages 35-36) in the Annual Report.

        Equity warrants and other similar rights

     We own equity warrants and other similar rights in certain companies, primarily priceline. At March 31, 2002, the total fair market value of these rights was $27 million. The changes in fair market value of these rights are recorded in our Consolidated Statements of Operations as fair value adjustments of SFAS 133 derivatives. For additional information regarding these equity interests, see Note 3 of the Notes to the Consolidated Financial Statements (pages 33-35) in our Annual Report and Note 4 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

6.     AIRCRAFT FLEET

     Our total aircraft fleet, orders, options and rolling options at March 31, 2002 are summarized in the following table. Options have scheduled delivery slots. Rolling options replace options and are assigned delivery slots as options expire or are exercised.

	Current Fleet
											Rolling
Aircraft Type	Owned		Leased		Total		Orders		Options		Options
B-727-200		34		7		41		—		—		—
B-737-200		4		48		52		—		—		—
B-737-300		3		20		23		—		—		—
B-737-800		70		—		70		62		60		260
B-757-200		80		41		121		—		20		57
B-767-200		15		—		15		—		—		—
B-767-300/300ER		55		32		87		—		11		10
B-767-400		20		—		20		1		24		6
B-777-200		8		—		8		5		20		18
MD-11		8		7		15		—		—		—
MD-88		63		57		120		—		—		—
MD-90		16		—		16		—		—		—
EMB-120		41		7		48		—		—		—
ATR-72		4		15		19		—		—		—
CRJ-100/200		54		121		175		45		220		—
CRJ-700		2		—		2		55		165		—
Total		477		355		832		168		520		351

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     The table above reflects the following changes which occurred during the March 2002 quarter:

• We accepted delivery of three B-737-800, two B-767-400, one B-777-200, fifteen CRJ-200 and two CRJ-700 aircraft.

• We retired six B-727-200 aircraft.

• We returned one CRJ-100 aircraft to active flight service after it was returned from a sublessee.

7.     PURCHASE COMMITMENTS AND LEASE OBLIGATIONS

        Purchase commitments

     Future expenditures for aircraft and engines on firm order as of April 30, 2002 are estimated to be $5.4 billion. The following table shows the timing of these commitments:

Year Ending December 31,
(in billions)		Amount
Remainder of 2002		$	0.8
2003			1.1
2004			1.7
2005			1.3
2006			0.5
After 2006			—
	Total	$	5.4

     We have contract carrier agreements with two regional air carriers, Atlantic Coast Airlines and SkyWest Airlines, which expire in 2010. Under these agreements, we schedule certain aircraft that are operated by those airlines using Delta’s flight code, sell the seats on those flights and retain the related revenues. We pay those airlines an amount based on their cost of operating those flights plus a specified margin. In the March 2002 quarter, we paid these two carriers approximately $133 million. For additional information regarding our agreements with these two carriers, see Note 11 of the Notes to the Consolidated Financial Statements (page 43) in the Annual Report.

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        Lease Obligations

     The following table summarizes, as of March 31, 2002, our minimum rental commitments under capital leases and operating leases with initial or remaining terms in excess of one year:

Years Ending December 31,	Capital		Operating
(in millions)	Leases		Leases
Remainder of 2002	$	32	$	812
2003		30		1,240
2004		21		1,197
2005		14		1,177
2006		6		1,142
After 2006		10		8,068
Total minimum lease payments		113	$	13,636
Less: Amounts of lease payments which represent interest		18
Present value of future minimum capital lease payments		95
Less: Current obligations under capital leases		32
Long-term capital lease obligations	$	63

     For additional information regarding our lease obligations and purchase commitments, see Notes 10 and 11, respectively, of the Notes to the Consolidated Financial Statements (pages 42-43) in the Annual Report.

8.     DEBT INSTRUMENTS

        1997 Bank Credit Agreement

     Subject to our compliance with certain conditions, we may borrow up to a total of $625 million under this facility on an unsecured and revolving basis until May 1, 2002. Borrowings under this facility are available for general corporate purposes, may be prepaid by us at any time and currently bear interest at LIBOR plus a margin of 75 basis points. As of March 31, 2002, $625 million of borrowings were outstanding under the 1997 Bank Credit Agreement.

        Enhanced Equipment Trust Certificates (EETC) Financing

     On January 25, 2002, we sold in a private placement $176 million principal amount of a new, subordinated tranche of the 2000-1 enhanced equipment trust certificates. The new Series D Certificates bear interest at 9.11% per year and are due on November 18, 2005.

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        Other Financing Arrangements

     On January 31, 2002, we entered into financing arrangements with a third party which provide us with up to $348 million of financing secured by 19 regional jet aircraft delivered from August 2001 through January 2002. These financing arrangements also provide us with an additional $157 million of secured financing for 10 regional jet aircraft delivered from February 2002 through April 2002. The terms of these financings are from 366 days to 18 months from the date of borrowing (subject to earlier repayment if permanent financing is obtained for these aircraft) at an interest rate based on LIBOR plus a margin. At March 31, 2002, $110 million was outstanding under these arrangements.

     For additional information about our debt, see Note 8 of the Notes to the Consolidated Financial Statements (pages 38-41) in our Annual Report. Additionally, see Note 13 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q for a discussion of events which occurred subsequent to March 31, 2002.

9.     COMPREHENSIVE INCOME (LOSS)

     Comprehensive income (loss) includes unrealized gains and losses on marketable equity securities and changes in the fair market value of certain derivative instruments which qualify for hedge accounting. Comprehensive loss, net of income taxes, totaled $351 million and $209 million for the three months ended March 31, 2002 and 2001, respectively. The differences between net loss and comprehensive loss for the quarters ended March 31, 2002 and 2001 are detailed in the following table:

(in millions)		March 31, 2002						March 31, 2001
Net loss					$	(397	)				$	(133	)
	Realization of loss on marketable equity securities	$	4					$	—
	Unrealized loss on marketable equity securities		(4	)					(33	)
	Realization of gain on derivative securities		(21	)					(106	)
	Unrealized gains on derivative instruments		95						15
	Other		(1	)					—
	Total other comprehensive income (loss)		73						(124	)
	Income tax effect on other comprehensive income (loss)		(27	)					48
Total other comprehensive income (loss), net of tax						46						(76	)
Comprehensive loss, net of tax					$	(351	)				$	(209	)

     As of March 31, 2002, we had recorded $113 million ($71 million net of tax) as total unrealized gains on open fuel hedge contracts in accordance with SFAS 133. Of that amount, we estimate that $71 million, net of tax, will be realized over the 12 months ending March 31, 2003. For additional information about the impact of SFAS 133 on our Consolidated Financial Statements, see Note 4 of the Notes to the Consolidated Financial

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Statements (pages 35-36) in the Annual Report and Note 5 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

10.     SHAREOWNERS’ EQUITY

     During the three months ended March 31, 2002, we issued a total of 2,390 shares of common stock under our broad-based employee stock option plans, Delta 2000 Performance Compensation Plan and the Non-Employee Directors’ Stock Plan.

11.     GEOGRAPHIC INFORMATION

     Delta is managed as a single business unit that provides air transportation for passengers and cargo. Our operating revenues by geographic region are summarized in the following table:

		For the Three Months Ended
		March 31,
(in millions)		2002		2001
North America		$	2,574	$	3,213
Atlantic			364		418
Latin America			141		152
Pacific			24		59
	Total	$	3,103	$	3,842

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12.     EARNINGS (LOSS) PER SHARE

     We calculate basic earnings (loss) per share by dividing the income (loss) available to common shareowners by the weighted average number of common shares outstanding. Diluted earnings (loss) per share includes the dilutive effects of stock options and convertible securities. To the extent stock options and convertible securities are anti-dilutive, they are excluded from the calculation of dilutive earnings (loss) per share. The following table shows our computation of basic and diluted earnings (loss) per share:

	For the Three Months Ended
	March 31,
	2002			2001
(in millions, except per share data)
BASIC AND DILUTED:
Net loss	$	(397	)	$	(133	)
Dividends on allocated Series B ESOP Convertible Preferred Stock		(4	)		(3	)
Net loss available to common shareowners	$	(401	)	$	(136	)
Weighted average shares outstanding		123.2			123.0
Basic and diluted loss per share	$	(3.25	)	$	(1.11	)

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13.     SUBSEQUENT EVENTS

          Enhanced Equipment Trust Certificates (EETC) Financing

     On April 30, 2002, Delta issued, in a public offering, $1.1 billion aggregate principal amount of Pass Through Certificates, Series 2002-1 (Certificates), commonly referred to as an EETC financing. All certificates issued bear interest at rates ranging from 6.42% to 7.78% and require principal payments from 2003 to 2023. This financing is secured by 17 Boeing 737-800, 1 Boeing 757-200, 6 Boeing 767-400 and 8 Boeing 767-300ER aircraft owned by Delta. Additionally, Delta issued, in a private placement, $90 million principal amount of a subordinated tranche of Certificates to an affiliate of Delta. The net proceeds of this financing are available for general corporate purposes.

     A portion of the net proceeds of the EETC financing discussed above was used to repay the $625 million of borrowings outstanding under the 1997 Bank Credit Agreement (discussed in Note 8). The outstanding balance is included in our Consolidated Balance Sheets in noncurrent liabilities at March 31, 2002 and in current liabilities at December 31, 2001. This balance has been reclassified to noncurrent liabilities at March 31, 2002 because the outstanding borrowings were repaid using proceeds from the issuance of long-term financing.

     On December 12, 2001, Delta entered into an agreement under which Delta may borrow, prior to July 1, 2002, up to $935 million on a secured basis, subject to certain conditions. Available borrowings under this facility become due or are reduced, as applicable, on the earlier of (1) 366 days after the date of the borrowing or (2) Delta’s completion in 2002 of certain financings. The amount available under this facility was reduced to $759 million on January 25, 2002 following the sale by Delta of $176 million principal amount of its Pass Through Certificates, Series 2000-1D (discussed in Note 8). Upon completion of the EETC offering described in the paragraph above, this facility terminated. We had no outstanding borrowings under this facility. For additional information regarding the $935 million credit facility, see Note 8 of the Notes to the Consolidated Financial Statements (pages 38-41) in the Annual Report.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

Business Environment

     Our financial results for the three months ended March 31, 2002 were materially adversely affected by the continuing effects on our business of the terrorist attacks on the United States on September 11, 2001. See pages 12-13 of the Annual Report for information about the terrorist attacks; our significantly lower passenger traffic and yields since those attacks; the 16% reduction in scheduled capacity that we implemented on November 1, 2001 due to the significant reduction in post September 11 traffic; our employee staffing reductions resulting from the capacity reductions; and related matters.

     Our unaudited consolidated net loss was $397 million for the March 2002 quarter compared to a net loss of $133 million in the March 2001 quarter. Passenger revenues decreased 20%, reflecting an 8% decline in traffic and a 13% decline in yield. During the March 2001 quarter, our financial performance was materially adversely affected by the slowing U.S. economy and pilot labor issues at Delta and Comair.

Outlook

     We expect the nine months ending December 31, 2002 to be challenging. The events of September 11 continue to materially affect our revenues due to the decline in traffic and yield. While the business environment is slowly recovering, traffic and yield remain well below last year’s level with high yield business travel being particularly weak. The yield environment will be a determining factor in the pace of our recovery.

     We expect significant cost pressures to continue for the remainder of 2002. These include the following annual cost increases for 2002 compared to 2001: (1) an increase in pension expense due primarily to the decrease in the fair value of our pension plan assets resulting from the stock market decline and the Delta pilot contract ratified in June 2001; (2) an increase in interest expense primarily related to an increase in debt outstanding; (3) an increase in war and terrorism risk insurance premiums; and (4) an increase in security costs. We estimate total annual cost increases for 2002 compared to 2001 related to these items to be approximately $650 million to $700 million. For the twelve months ending December 31, 2002, we now expect to incur unusual operating costs of approximately $110 million related to the temporary carrying cost of surplus pilots and grounded aircraft related to our capacity reductions on November 1, 2001; this expectation is lower than our earlier estimates due to changes in pilot staffing requirements.

     We are currently working with other airlines and the U.S. government to develop a group insurance vehicle called Equitime to provide war and terrorism risk insurance protection for participating U.S. airlines. Equitime is intended to allow the U.S. airline industry to fund substantial war and terrorism risk insurance, relying on the federal government to reinsure for

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catastrophe liability protection until other viable insurance alternatives develop or Equitime becomes financially self-sufficient. Our current expectations of war and terrorism risk insurance premium increases for 2002 assume a mid-summer start up of Equitime. The start up of Equitime is contingent on (1) agreement with the Federal Aviation Administration for catastrophe reinsurance and (2) broad participation by U.S. airlines as investors/participants.

     To help offset the impact of revenue declines and cost pressures, we will continue our cost management initiatives. The primary elements of this program are (1) the reduction of our staffing levels; (2) capacity reductions, including the accelerated retirement of certain aircraft types; and (3) a detailed line item review of all other elements of our cost structure. In addition, we expect the elimination of travel agent base commissions for tickets sold in the U.S. and Canada to yield approximately $100 million to $150 million in savings in 2002.

     Due to the significant decline in traffic following the September 11 terrorist attacks, we grounded 50 aircraft. Seventeen of these aircraft have been retired and two have been returned to service. The pace of passenger revenue recovery will determine our mainline capacity plans for the remainder of the year, as well as impacting our cost estimates for that period.

     Based on the above, we expect to report a loss for the June 2002 quarter. We believe, however, that the June 2002 quarter loss will be significantly less than the net loss reported for the March 2002 quarter. Assuming traffic and yields continue to improve, we believe we may be profitable some time in the second half of 2002.

Three Months Ended March 31, 2002 and 2001

Net Income (Loss) and Earnings (Loss) per Share

     Our unaudited consolidated net loss was $397 million for the March 2002 quarter ($3.25 diluted loss per share), compared to a net loss of $133 million ($1.11 diluted loss per share) in the March 2001 quarter.

     Excluding the unusual items described below, our net loss was $354 million in the March 2002 quarter ($2.90 diluted loss per share), compared to a net loss of $122 million ($1.02 diluted loss per share) in the March 2001 quarter.

Unusual Items

     Our results of operations for the March 2002 and March 2001 quarters include the following items, which are collectively referred to in this Form 10-Q as “unusual items.”

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March 2002 Quarter

• $40 million ($25 million net of tax, or $0.21 diluted earnings per share) for the temporary carrying cost of surplus pilots and grounded aircraft related to our capacity reductions which became effective on November 1, 2001. This cost also includes related requalification training and relocation costs for certain pilots.

• a $28 million ($18 million net of tax, or $0.14 diluted earnings per share) charge for non-cash fair value adjustments of financial instruments accounted for under SFAS 133. These charges relate to derivative instruments we use in our fuel hedging program and to our equity warrants and other similar rights in other companies, primarily priceline. For additional information on SFAS 133, see Note 5 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

March 2001 Quarter

• a $17 million ($11 million net of tax, or $0.09 diluted earnings per share) charge for non-cash fair value adjustments of financial instruments accounted for under SFAS 133.

Operating Revenues

     Operating revenues totaled $3.1 billion in the March 2002 quarter, a 19% decrease from $3.8 billion in the March 2001 quarter. Passenger revenues decreased 20% to $2.9 billion. Revenue passenger miles decreased 8% on a capacity decline of 11%, while passenger mile yield fell 13%. These decreases were primarily the result of the continuing effects of the terrorist attacks on September 11.

North American Passenger Revenues — North American passenger revenues fell 21% to $2.4 billion for the March 2002 quarter. Revenue passenger miles decreased 7% on a capacity decrease of 9%, while passenger mile yield decreased 15%. The decline in yield reflects a significant reduction in business traffic after September 11 and fare cuts for competitive reasons.

International Passenger Revenues — International passenger revenues decreased 15% to $474 million during the March 2002 quarter. Revenue passenger miles decreased 12% on a capacity decrease of 16%, while passenger mile yield fell 3%.

Cargo and Other Revenues — Cargo revenues fell $29 million to $111 million, or 21%, in the March 2002 quarter primarily due to the continuing effects of the September 11 terrorist attacks, including the implementation of new FAA restrictions on cargo. Cargo ton miles decreased 20%, and cargo ton mile yield decreased 1%. Other revenues increased $10 million to $114 million, or 10%, primarily due to joint marketing promotions, partially offset by a decrease in net contract carrier revenue.

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Operating Expenses

     Operating expenses for the March 2002 quarter totaled $3.5 billion, an 11% decrease from $4.0 billion in the March 2001 quarter. Cost per available seat mile (CASM) remained flat at 10.49¢ and fuel price neutralized CASM grew 2.9% to 10.79¢. Excluding unusual items, operating expenses decreased 12%, CASM decreased 1.2% to 10.37¢, and fuel price neutralized CASM grew 1.7% to 10.67¢. Operating capacity decreased 11% to 34 billion available seat miles.

     Salaries and related costs totaled $1.5 billion in the March 2002 quarter, a 7% decrease from $1.6 billion in the March 2001 quarter. The decrease in salaries and related costs was a result of staffing reductions across all work groups which were implemented as a result of the capacity reductions made after September 11. This was partially offset by increased pension expense resulting from a decrease in the fair market value of pension plan assets due to the stock market decline and the Delta pilot contract that was ratified in June 2001.

     Aircraft fuel expense totaled $339 million during the March 2002 quarter, a 34% decrease from $514 million in the March 2001 quarter. The average fuel price per gallon fell 23% to 56.68¢. Total gallons consumed decreased 14% mainly due to our capacity reductions. Our fuel cost is shown net of fuel hedge gains of $21 million in the March 2002 quarter and $106 million in the March 2001 quarter. Approximately 72% and 52% of our aircraft fuel requirements were hedged during the March 2002 and 2001 quarters, respectively.

     Depreciation and amortization expense fell 13% due to the retirement of aircraft and our adoption on January 1, 2002 of SFAS 142, which requires that goodwill no longer be amortized. For additional information on this new accounting pronouncement, see Note 2 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

     Contracted services expense increased 2% due to an increase in security costs partially offset by decreases in contract work in other areas. Landing fees and other rents increased 3%. Aircraft maintenance materials and outside repairs expense decreased 1%. Aircraft rent expense fell 5% due mainly to a decrease in the number of leased aircraft. Other selling expenses decreased 19% due primarily to lower volumes of credit card and booking transactions resulting from capacity reductions.

     Passenger commissions expense declined 24%, primarily as a result of lower passenger demand and the continued development of lower cost distribution channels such as delta.com. Revenues from online channels accounted for approximately 17% of passenger revenue in the March 2002 quarter compared to 12% in the March 2001 quarter. Passenger service expense decreased 18% due to the discontinuance of meal service on certain flights and lower traffic. Other operating expenses decreased 19% primarily due to higher costs in 2001 related to a company-wide rollout of new uniforms, and decreases in 2002 in interrupted trip expenses, professional fees and fuel-related taxes which were partially offset by an increase in war and terrorism risk insurance.

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Operating Loss and Operating Margin

     We incurred an operating loss of $435 million for the March 2002 quarter, compared to an operating loss of $115 million in the March 2001 quarter. Operating margin, which is the ratio of operating income (loss) to operating revenues, was (14%) and (3%) for the March 2002 and March 2001 quarters, respectively.

     Excluding unusual items, we incurred an operating loss of $395 million for the March 2002 quarter, compared to an operating loss of $115 million in the March 2001 quarter. Operating margin excluding unusual items was (13%) and (3%) for the March 2002 and March 2001 quarters, respectively.

Other Income (Expense)

     Other expense in the March 2002 quarter was $167 million, compared to other expense of $107 million in the March 2001 quarter. This change is primarily attributable to a $55 million increase in interest expense, net, due to higher levels of debt outstanding.

FINANCIAL CONDITION AND LIQUIDITY

     Cash, cash equivalents and short-term investments totaled $1.5 billion at March 31, 2002, compared to $2.2 billion at December 31, 2001. Our principal sources and uses of cash during the three months ended March 31, 2002 are summarized below:

Sources:

• Issued in a private placement $176 million principal amount of a new, subordinated tranche of enhanced equipment trust certificates.

• Generated $38 million of cash from operations. This includes $160 million from a tax refund for 2001 as well as a one-time $300 million tax refund resulting from a new tax law.

• Received $24 million from the sale of investments in priceline.

Uses:

• Invested $704 million in flight equipment, including advance payments.

• Used $118 million for payments on long-term debt and capital lease obligations.

• Used $78 million for payments on notes payable.

• Invested $59 million in ground property and equipment.

     Debt and capital lease obligations, including current maturities and short-term obligations, totaled $9.4 billion at both March 31, 2002 and December 31, 2001. Shareowners’ equity was $3.4 billion at March 31, 2002 and $3.8 billion at December 31, 2001. Our net debt-to-capital position, which includes implied debt from operating leases, was 82% at March 31, 2002 and 80% at December 31, 2001.

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Working Capital Position

     As of March 31, 2002, we had a negative working capital position of $2.4 billion, compared to negative working capital of $2.8 billion at December 31, 2001. A negative working capital position is normal for us, typically due to our air traffic liability. The change in our working capital position since December 31, 2001 was primarily the result of a reclassification from short term to long term of $625 million of borrowings outstanding under the 1997 Bank Credit Agreement (see Note 13 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q), an increase in accounts receivable and a decrease in taxes payable, partially offset by our $763 million investment in capital assets.

     During the March 2002 quarter we took the following actions to increase our liquidity:

• Sold in a private placement $176 million principal amount of a new, subordinated tranche of the 2000-1 enhanced equipment trust certificates. The new Series D Certificates bear interest at 9.11% per year and are due on November 18, 2005.

• Entered into financing arrangements with a third party which provide us with up to $348 million of financing secured by 19 regional jet aircraft delivered from August 2001 through January 2002. These financing arrangements also provide us with an additional $157 million of secured financing for 10 regional jet aircraft delivered from February 2002 through April 2002. At April 30, 2002, $157 million was outstanding under these arrangements. For additional information, see Note 8 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

     On April 30, 2002, we issued in a public offering, $1.1 billion aggregate principal amount of Pass Through Certificates, Series 2002-1 (Certificates), commonly referred to as an EETC financing. This financing is secured by 32 aircraft owned by Delta. Additionally, we issued, in a private placement, $90 million principal amount of a subordinated tranche of Certificates to an affiliate of Delta. A portion of the proceeds from the public offering was used to repay the $625 million of borrowings due under our 1997 Bank Credit Agreement. The remaining net proceeds of this financing are available for general corporate purposes. For additional information, see Note 13 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

     We expect to meet our obligations as they become due through available cash, short-term investments, internally generated funds, borrowings and Stabilization Act compensation. Additionally, we have unencumbered assets available for use in potential financing transactions. We have not determined whether to apply for federal loan guarantees under the Stabilization Act. The deadline for filing a loan application under the Stabilization Act is June 28, 2002. While we expect there to be financing available to us on commercially reasonable terms, this cannot be assured.

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Credit Ratings

     After September 11, 2001, both Moody’s and Standard & Poor’s downgraded the credit ratings of most airlines, including us. At March 31, 2002, our senior unsecured long-term debt was rated Ba3 by Moody’s and BB by Standard & Poor’s. Moody’s announced that its ratings outlook for us is negative. Standard & Poor’s stated that our debt securities remain on credit watch for possible further downgrade.

     The lowering of Delta’s credit ratings could negatively impact our ability to issue debt, to renew outstanding letters of credit which back certain of our obligations and to obtain certain financial instruments that we use in our fuel hedging program. It could also increase the cost of these transactions. As discussed in Note 3 of the Notes to the Condensed Consolidated Financial Statements in this Form
10-Q, we may be required to repurchase outstanding receivables that we sold to a third party if our senior unsecured long-term debt is rated below Ba2 by Moody’s and below BB by Standard & Poor’s. For additional information regarding our credit ratings, see page 19 of the Annual Report.

Commitments

     In accordance with U.S. GAAP, certain contractual commitments are included in our Consolidated Balance Sheets and discussed in the Notes to the Condensed Consolidated Financial Statements, while other contractual commitments are discussed in the Notes to the Condensed Consolidated Financial Statements. The following items are included in our Consolidated Balance Sheets:

• Debt, totaling $9.3 billion. A portion of this debt is backed by letters of credit totaling $729 million which expire during 2003. For information regarding Delta’s debt, see Note 8 of the Notes to the Consolidated Financial Statements in the Annual Report and Note 8 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

• Capital lease obligations, totaling $95 million, discussed in Note 7 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

     The following contractual commitments are discussed only in the Notes to the Condensed Consolidated Financial Statements:

• Operating lease payments, totaling $14 billion, discussed in Note 7 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q. A portion of these obligations are backed by letters of credit totaling $104 million, discussed in Note 8 of the Notes to the Consolidated Financial Statements in the Annual Report.

• Estimated future expenditures for aircraft and engines on firm order as of April 30, 2002, totaling $5.4 billion, discussed in Note 7 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

• Obligations under our contract carrier agreements with SkyWest Airlines and Atlantic Coast Airlines, discussed in Note 7 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q, which we estimate will total approximately $400 million for the nine months ending December 31, 2002.

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• Contingent repurchase obligations related to accounts receivable sold to a third party, discussed in Note 3 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

Critical Accounting Policies

     The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. We periodically evaluate these estimates and assumptions, which are based on historical experience, changes in the business environment and other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates.

     Critical accounting policies are defined as those that are both important to the portrayal of the company’s financial condition and results, and require management to exercise significant judgments. Our most critical accounting policies are briefly described on page 21 of the Annual Report. As a result of our adoption of a new accounting standard, we have the following addition to our critical accounting policies:

Goodwill and Other Intangible Assets

     On January 1, 2002 we adopted SFAS 142, which addresses financial accounting and reporting for goodwill and other intangible assets. To complete the impairment tests required by SFAS 142, we make assumptions about certain variables used to estimate the fair market value of our goodwill and certain intangibles. We also estimate the useful lives of certain of our other intangible assets. Changes to assumptions made in our fair market value-based impairment tests or in the estimated useful lives of our intangible assets may have a material effect on our financial statements. For additional information regarding our adoption of SFAS 142, see Note 2 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk

     Delta holds equity interests, including warrants and other similar rights, in certain companies, primarily priceline. Changes in the fair market value of our equity holdings could have a material impact on our earnings. For a discussion of changes in our equity interests in priceline during the March 2002 quarter, see Note 4 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

     At March 31, 2002, the fair market value of our priceline Series B Preferred Stock was $13 million, the fair market value of our priceline 2001 Warrant was $14 million and the fair market value of our priceline Amended 1999 Warrant was $10 million. The fair market value of the warrants are primarily related to the price of the underlying common stock (see “Equity Securities Risk” on page 22 in our Annual Report for our equity risk exposure at December 31, 2001). A 10% decline in the price of priceline common stock would have had a $3 million impact on the fair market value of the warrants, which would be reflected in our non-operating earnings.

     Delta is subject to price risk associated with its jet fuel purchases. We manage this risk with our fuel hedging program. At April 30, 2002, Delta held fuel hedge contracts covering 53% of our projected aircraft fuel requirements for the nine months ending December 31, 2002 with an average hedge price of 62.5 cents per gallon. At April 30, 2002, Delta held fuel hedge contracts covering 57% of our projected aircraft fuel requirements for the three months ending June 30, 2002 with an average hedge price of 58.4 cents per gallon. We do not enter into fuel hedge contracts for speculative purposes. For additional information regarding our fuel hedging program, see Note 4 of the Notes to the Consolidated Financial Statements (pages 35-36) in the Annual Report as well as Note 5 of the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

     For additional information regarding Delta’s other exposures to market risks, see “Market Risks Associated With Financial Instruments” (pages 21-23), as well as Notes 3, 4 and 5 (pages 33-37) of the Notes to the Consolidated Financial Statements, in our Annual Report.

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INDEPENDENT ACCOUNTANTS’ REPORT

To the Board of Directors and Shareowners of
Delta Air Lines, Inc.
Atlanta, Georgia

We have reviewed the accompanying consolidated balance sheet of Delta Air Lines, Inc. (the “Company”) and subsidiaries as of March 31, 2002, and the related consolidated statement of operations and the condensed consolidated statement of cash flows for the three-month period then ended. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Atlanta, Georgia
April 19, 2002 (April 30, 2002 as to Note 13)

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Item 5.    Other Information

Employee Matters

     Flight Attendant Representation Election. On February 1, 2002, Delta’s approximately 19,000 flight attendants rejected union representation by a 71% to 29% margin. The National Mediation Board is investigating charges of interference filed against us by the union. We believe these charges are without merit.

     Staffing Reduction Program. Due to the significant reduction in traffic following the September 11, 2001 terrorist attacks, Delta reduced its scheduled capacity by 16% effective November 1, 2001. As a result of these capacity reductions, Delta reduced its staffing levels by approximately 11,000 employees across all major work groups at December 31, 2001. Approximately 10,000 Delta employees participated in one of Delta’s voluntary programs, which include leaves of absence, severance and an early retirement program. Involuntary reductions are expected to affect approximately 1,700 employees, which includes the furlough of up to 1,400 pilots. Approximately 400 pilot furloughs occurred in 2001 and up to 1,000 are expected to occur in 2002.

     On November 1, 2001, the Air Line Pilots Association, International (“ALPA”), the union representing Delta pilots, filed a grievance asserting that Delta’s plan to furlough up to 1,400 pilots is not permitted under the collective bargaining agreement between Delta and ALPA. The collective bargaining agreement generally provides that no pilot on the seniority list as of July 1, 2001 will be furloughed unless the furlough is caused by a circumstance beyond Delta’s control, as defined in that agreement. In accordance with the collective bargaining agreement, the grievance was presented to a neutral arbitrator for a decision. On April 12, 2002, the arbitrator denied the grievance, ruling that the pilot furloughs were caused by a circumstance beyond Delta’s control as set out in the collective bargaining agreement. The arbitrator retained jurisdiction of this matter to consider any issues that might arise regarding the Company’s plans to continue the furloughs, or its obligation to implement reasonable mechanisms for recalling furloughed pilots, if the conditions existing as of September 11 are ameliorated to an extent that exceeds Delta’s original expectations.

     Other Matters. For information regarding our other employee matters, see “Employee Matters” on page 23 of the Annual Report and pages 9-11 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

30

Change in Independent Public Accountant

     During the March 2002 quarter, we changed independent public accountants. Our new accountants issued a review report for the unaudited Condensed Consolidated Financial Statements as of March 31, 2002 and for the three months then ended which are included in this Form 10-Q (page 29). Our prior independent public accountants issued an audit opinion for the Consolidated Financial Statements as of December 31, 2001 which are included in our Annual Report (page 55).

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Item 6.    Exhibits and Reports on Form 8-K

(a) Exhibits

10.1.	2002 Delta Excess Benefit Plan.
10.2.	2002 Delta Supplemental Excess Benefit Plan.
10.3.	Form of Excess Benefit Agreement.
12.	Computation of ratio of earnings to fixed charges.
15.	Letter from Deloitte & Touche LLP regarding unaudited interim financial information.

(b) Reports on Form 8-K

     On January 11, 2002, Delta filed a Current Report on Form 8-K reporting, under Item 5 — Other Matters and Regulation FD Disclosure, the completion on December 28, 2001 of its sale of $731 million principal amount of enhanced equipment trust certificates.

     On January 31, 2002, Delta filed a Current Report on Form 8-K reporting, under Item 5 — Other Events and Regulation FD Disclosure, its financial results for the quarter and the year ended December 31, 2001.

     On March 8, 2002, Delta filed a Current Report on Form 8-K reporting, under Item 4 — Changes in Registrant’s Certifying Accountant, that the Board of Directors decided to no longer engage Arthur Andersen LLP as Delta’s independent public accountants and, subject to ratification by Delta’s shareowners, engaged Deloitte & Touche LLP to serve as Delta’s independent public accountants for 2002.

     On March 19, 2002, Delta filed a Current Report on Form 8-K reporting, under Item 5 — Other Matters and Regulation FD Disclosure, Delta’s expected financial performance for the March 2002 quarter.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Delta Air Lines, Inc.
	(Registrant)
	By: /s/ M. Michele Burns
	M. Michele Burns
	Executive Vice President
	and Chief Financial Officer
May 14, 2002

33 EX-10.1 3 g76008ex10-1.txt EXHIBIT 10-1 2002 EXCESS BENEFIT PLAN EXHIBIT 10.1 2002 DELTA EXCESS BENEFIT PLAN SECTION 1 Introduction. Delta Air Lines, Inc. (the "Company") has established and maintained the Delta Family-Care Retirement Plan (the "Retirement Plan") as a qualified retirement plan under Section 401 of the Internal Revenue Code of 1986, as amended ("the Code"), for the purpose of providing retirement benefits to employees of the Company. Restrictions on qualified retirement plan contributions and benefits under Section 415 of the Code may prevent certain of the Company's officers and key employees (together "Key Employees") from receiving the retirement income to which they would otherwise be entitled under the Retirement Plan. To provide for the payment of such retirement benefits that may not be provided for Key Employees in the qualified plan, the Company implemented a non-qualified excess benefit plan to provide the shortfall, which has been referred to as the Delta Excess Benefit Plan (the "Excess Benefit Plan"). The Excess Benefit Plan was previously restated in 1986 and 1991, and hereby is restated as the 2002 Delta Excess Benefit Plan. The provisions hereof shall apply only to Employees whose employment terminates on or after February 1, 2002. The rights and benefits, if any, of a former Employee whose employment terminated before such date, and who is not reemployed after such date shall be determined solely in accordance with either the 1986 Delta Excess Benefit Plan or the 1991 Delta Excess Benefit Plan, as amended, as in effect on the date of his or her termination of employment. SECTION 2 Nature of Plan. The Plan is a non-qualified excess benefit plan covering only Key Employees who are affected by the limitations imposed under Section 415 of the Code. Accordingly, this Plan constitutes an "excess benefit plan" as that term is defined in Section 3(36) of the Employee Retirement Income Security Act of 1974 ("ERISA") and is intended to be exempt from coverage under ERISA pursuant to ERISA Sections 4(b)(5) and 4021. SECTION 3 Eligibility. The Personnel & Compensation Committee of the Board of Directors of Delta Air Lines, Inc. (the "Committee") has the sole authority to designate which of the Company's employees are Key Employees for purposes of this Plan; however, all employees who participate in the 2002 Delta Supplemental Excess Benefit Plan shall automatically be designated as Key Employees under this Plan without further action by the Committee. No Key Employee shall have rights under the Plan unless such Key Employee enters into an Excess Benefit Agreement, and such rights will be determined under that Agreement. Except as provided in Section 6, once an employee is a Key Employee, and has entered into an Excess Benefit Agreement, the employee will always remain a Key Employee for purposes of the Plan until all benefits provided under such Excess Benefit Agreement have been satisfied. SECTION 4 Incorporation of Retirement Plan. The terms of the Retirement Plan as of July 1, 2002 are hereby incorporated into this Plan by reference. The provisions of any future amendments to that plan shall also be incorporated automatically into this Plan by reference, except that changes in the Retirement Plan which reduce benefits (other than changes as may be required by law and the reduction or elimination of the right, if any, to receive post retirement benefit increases from the Retirement Plan solely as the result of increases in the qualified plan payment limit under Section - 2 - 415 (b) of the Code, whether such increases are the result of cost of living adjustments or statutory change) shall be incorporated as to any individual Key Employee only if advance notice of such proposed reduction is given to the Key Employee and the Key Employee agrees to an amendment of his or her Excess Benefit Agreement to incorporate the reduction of benefit. The incorporation of the Retirement Plan into this Plan is not intended to modify any provision of this Plan or alter in any way any rights a Key Employee has under the Plan. The benefits provided under this Plan shall be governed only by the provisions hereof and the Excess Benefit Agreement. Unless indicated otherwise, capitalized terms in this Plan shall have the meaning given those terms in the Retirement Plan. SECTION 5 Excess Benefit Agreement. Each Key Employee shall be offered the opportunity to enter into an Excess Benefit Agreement for the purpose of providing to such employee the retirement benefit that would have been provided under the Retirement Plan but for limitations of Section 415 of the Code. The benefits payable to each Key Employee or his or her Spouse under this Plan shall be governed exclusively by the Excess Benefit Agreement entered into with such Key Employee. SECTION 6 Certain Restrictions. Unless waived by the Committee under circumstances it deems appropriate or deemed waived pursuant to an agreement between the Company and a Key Employee, if a Key Employee terminates active employment with the Company prior to his or her Normal Retirement Date and within two years of such termination directly or indirectly provides - 3 - management or executive services (whether as a consultant, advisor, officer or director) to any individual, corporation, partnership, association, trust or any other entity or organization which is in direct and substantial competition with the air transportation business of the Company or any of its subsidiaries, then (a) if benefits under this Plan shall have not yet commenced, no benefits shall be paid under this Plan to such Key Employee, his or her Spouse, Eligible Family Member or beneficiary; (b) if benefits under this Plan have commenced, no further benefits shall be paid; (c) if benefits under this Plan shall have not yet commenced, and if the Key Employee has established an Employee Grantor Trust (as defined in Section 7), within 30 days after the Committee makes a determination hereunder, the Key Employee, or his or her Spouse, shall repay the Company in cash an amount equal to the Liquidated Damages (as defined below); and (d) if benefits under this Plan have commenced, and if the Key Employee has established an Employee Grantor Trust, within 30 days after the Committee makes a determination hereunder, the Key Employee, or his or her Spouse, shall repay the Company in cash an amount equal to the Liquidated Damages less the present value as of the date of repayment of the benefits already paid under this Plan. For purposes of this Section 6, "Liquidated Damages" shall mean the sum of: - 4 - (A) the sum of (x) all contributions (if any) made by the Company to such trust, and (y) all related amounts with respect to such contributions withheld by the Company for the purpose of satisfying tax withholding requirements; and (B) the amount that would have been earned with respect to such contributions had such amounts been invested in an interest-bearing account, compounded annually, using an interest rate equal to the sum of (i) the prime rate as published in the Wall Street Journal on the date such contribution was made to the trust and (ii) 2%. Because of the broad and extensive scope of the Company's air transportation business, the restrictions contained in this provision are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interest of the Company. SECTION 7 Funding of Benefit. The benefits provided by this Plan shall be paid, as they become due, from the Company's general assets or by such other means as the Company deems advisable. To the extent Key Employees acquire the right to receive payments from the Company under this Plan, such right shall be no greater than that of a general creditor of the Company. In the event that the Company, in its sole discretion, establishes a reserve or bookkeeping account for benefits payable under this Plan, the Key Employees shall have no proprietary or security interest in any such reserve or account. The Company may create a trust or trusts in order to fund the benefits - 5 - created hereunder. Benefits shall be payable from such trusts only as and to the extent provided therein. Any benefit payable under the terms of this Plan shall be subject to offset and reduction as provided in a Key Employee's Excess Benefit Agreement by amounts in, or deemed to be in, any Employee Grantor Trust established by such Key Employee in accordance with such Agreement. SECTION 8 Nonassignability of Benefits. No benefit payable under this Plan may be assigned, transferred, encumbered or subjected to any legal process for the payment of any claim against any Key Employee or his or her Spouse. SECTION 9 No Right to Continued Employment. Nothing in this Plan shall be deemed to give any Key Employee the right to be retained in the service of the Company. SECTION 10 Administration of Plan. The Committee shall have full power and authority to administer this Plan. The Committee and its agents shall not be liable to any person for any action taken or omitted in connection with the administration of this Plan. If any Key Employee who is denied benefits under this Plan believes he is entitled to benefits hereunder, he may request in writing, a review of the denial by the Committee or its designee within 60 days of receiving written notice of the denial. If no request for review is received by the Committee within 60 days of the receipt of the written denial, the denial shall be final and binding upon the Company and the Key Employee. - 6 - The Committee shall respond in writing to a written request for review within 60 days of receipt of such request. Any controversy or claim arising out of, or relating to this Plan, any Excess Benefit Agreement entered between the Company and a Key Employee, or any trust established under Section 7, which is not settled by agreement between the Company and the affected Key Employee, shall be settled by a single arbitrator to be named by agreement between the Company and such Key Employee or, if the parties cannot agree within thirty (30) days of a request for arbitration, by an arbitrator appointed by the American Arbitration Association at the request of either party. Such arbitration shall be conducted in Atlanta, Georgia, in accordance with the Federal Arbitration Act and the Rules of the American Arbitration Association. The Company, the Key Employee, and his or her Spouse, if any, and the trustee of any trust established under Section 7 shall be bound by the award rendered in such arbitration, and judgment under the award may be entered in any court having jurisdiction. All reasonable expenses (including, without limitation, legal fees and expenses) incurred by the Key Employee in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to this Plan shall be paid by the Company, unless the Key Employee fails to recover any benefits in such claim or controversy and the Company receives a written opinion of independent legal counsel, selected by the Board of Directors of the Company, to the effect that such expenses were not incurred by the Key Employee in good faith. Pending any such determination, such expenses shall be paid by the Company on a monthly basis upon submission of invoices for such expenses and upon an undertaking by the Key Employee to repay to the Company amounts so advanced if the Key Employee is not awarded any benefits in any such claim or controversy and it is also determined - 7 - by such independent legal counsel that the expenses were not incurred by the Key Employee in good faith. If a Key Employee is not alive, the right and obligations to arbitrate any and all claims or controversies arising out of this Plan, or any Excess Benefit Agreement or trust described above, shall pass to the surviving Spouse affected by such claim or controversy who shall be bound by the requirements stated herein. The Company hereby stipulates that this Plan evidences a transaction involving commerce and that arbitration is the exclusive remedy for any dispute arising out of this Plan, any Excess Benefit Agreement entered into between the Company and a Key Employee, or any trust established under Section 7. SECTION 11 Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflict of laws rules. SECTION 12 Successors. This Plan shall be binding upon the successors of the Company. SECTION 13 Notice. All notices, requests, demands and other communications under this Plan, shall be in writing and shall be delivered personally (including by courier) or mailed by certified mail, return receipt requested. Refusal to acknowledge receipt of such notice shall constitute receipt of such notice upon the date it is returned to the sender. Any notice under this Plan shall be sent to Key Employee, Spouse, his Eligible Family Member or beneficiary at the last known address of such person as reflected in the Company's records. Notice to the Company or the Committee shall be sent to: - 8 - Delta Air Lines, Inc. Law Department 1030 Delta Boulevard Atlanta, Georgia 30320 Attention: Senior Vice President-General Counsel SECTION 14 Amendment and Termination. This Plan may be terminated or amended by resolution of the Company's Board of Directors, but no such termination or amendment shall affect benefits under an Excess Benefit Agreement entered into by the Company under this Plan without the written consent of the Key Employee that is a party to such Agreement. SECTION 15 Change In Control. In the event of a Change In Control, as defined below, a Key Employee's rights shall be determined under his or her Excess Benefit Agreement. For purposes of this Plan, a Change In Control means, and shall be deemed to have occurred upon, the first to occur of any of the following events: (a) Any Person (other than an Excluded Person) acquires, together with all Affiliates and Associates of such Person, Beneficial Ownership of securities representing 20% or more of the combined voting power of the Voting Stock then outstanding, unless such Person acquires Beneficial Ownership of 20% or more of the combined voting power of the Voting Stock then outstanding solely as a result of an acquisition of Voting Stock by the Company which, by reducing the Voting Stock outstanding, increases the proportionate Voting Stock beneficially owned by - 9 - such Person (together with all Affiliates and Associates of such Person) to 20% or more of the combined voting power of the Voting Stock then outstanding; provided, that if a Person shall become the Beneficial Owner of 20% or more of the combined voting power of the Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the Beneficial Owner of any additional Voting Stock which causes the proportionate voting power of Voting Stock beneficially owned by such Person to increase to 20% or more of the combined voting power of the Voting Stock then outstanding, such Person shall, upon becoming the Beneficial Owner of such additional Voting Stock, be deemed to have become the Beneficial Owner of 20% or more of the combined voting power of the Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company; (b) During any period of two consecutive years (not including any period prior to January 1, 2002), individuals who at the beginning of such period constitute the Board (and any new Director, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority of Directors then constituting the Board; (c) A reorganization, merger or consolidation of the Company is consummated, in each case, unless, immediately following such reorganization, - 10 - merger or consolidation, (i) more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock outstanding immediately prior to such reorganization, merger or consolidation, (ii) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the voting power of the outstanding Voting Stock) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) The shareholders of the Company approve (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to any corporation with - 11 - respect to which, immediately following such sale or other disposition, (A) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock outstanding immediately prior to such sale or other disposition of assets, (B) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the voting power of the outstanding Voting Stock) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. Notwithstanding the foregoing, in no event shall a "Change In Control" be deemed to have occurred (i) as a result of the formation of a Holding Company, or (ii) with respect to Key Employee, if Key Employee is part of a "group," within the meaning of Section 13(d)(3) of the Exchange Act as in effect on August 1, 1997, which consummates the Change In Control transaction. In addition, for purposes of the definition of "Change In Control" a Person engaged - 12 - in business as an underwriter of securities shall not be deemed to be the "Beneficial Owner" of, or to "beneficially own," any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. As used in the above definition, "Person" shall mean an individual, corporation, partnership, association, trust or any other entity or organization. "Excluded Person" means (i) the Company; (ii) any of the Company's Subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company; or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of any plan described in clause (iv). "Affiliate" and "Associate" have the respective meanings accorded to such terms in Rule 12b-2 under the Exchange Act as in effect on August 1, 1997. A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," securities pursuant to Rule 13d-3 under the Exchange Act as in effect on August 1, 1997. "Voting Stock" means securities of the Company entitled to vote generally in the election of members of the Board. "Board" means the Board of Directors of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Holding Company" means an entity that becomes a holding company for the Company or its businesses as a part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors is, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially - 13 - all of the individuals and entities who were the beneficial owners, respectively, of the Voting Stock outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Stock. This Plan is hereby executed as of the date shown below, pursuant to authorization by the Board of Directors of the Company. DELTA AIR LINES, INC. By: -------------------------------------- Leo F. Mullin Chairman of the Board and Chief Executive Officer Date --------------------------------------- - 14 - EX-10.2 4 g76008ex10-2.txt EXHIBIT 10.2 2002 SUPPLEMENTAL EXCESS BENEFIT PLAN EXHIBIT 10.2 2002 DELTA SUPPLEMENTAL EXCESS BENEFIT PLAN SECTION 1 Introduction. Delta Air Lines, Inc. (the "Company") has established and maintained the Delta Family-Care Retirement Plan (the "Retirement Plan") as a qualified retirement plan under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"), for the purpose of providing retirement benefits to employees of the Company. Restrictions on qualified retirement plans under the Code, other than Section 415, may prevent certain of the Company's key personnel ("Key Employees") from receiving the retirement income to which they would otherwise be entitled under the Retirement Plan. The Company has also established and maintained the Delta Family Care Disability and Survivorship Plan (the "Disability and Survivorship Plan") as a tax exempt welfare benefit plan, for purposes of providing disability and survivor benefits to employees of the Company, and their Eligible Family Members. Restrictions on certain welfare benefit plans under the Code may prevent Key Employees, their Eligible Family Members and beneficiaries from receiving the disability and survivor benefits to which they would otherwise be entitled under the Disability and Survivorship Plan. The Company also wishes to provide additional life insurance benefits in the form of an excess lump sum death benefit hereunder to certain Key Employees which cannot be provided through the Disability and Survivorship Plan because of nondiscrimination requirements of the Code. Further, in order to attract and retain highly qualified and skilled management personnel and to reward such personnel for past service, the Company wishes to provide benefits to certain Key Employees that will not be available to other Key Employees. To provide benefits for Key Employees, their Eligible Family Members and beneficiaries that cannot be provided under the Retirement Plan and Disability and Survivorship Plan because of these restrictions, the Company had established the Delta Supplemental Excess Benefit Plan, which is hereby restated as the 2002 Delta Supplemental Excess Benefit Plan (the "Plan"). The Plan is not intended to provide benefits which are provided under the 2002 Delta Excess Benefit Plan, or any predecessor plan. The provisions hereof shall apply only to Employees whose employment terminates on or after February 1, 2002. The rights and benefits, if any, of a former Employee whose employment terminated before such date, and who is not reemployed after such date shall be determined solely in accordance with the Delta Supplemental Excess Benefit Plan, as amended, as in effect on the date of his or her termination of employment. SECTION 2 Nature of Plan. The Plan is a non-qualified plan maintained by the Company for the purpose of providing benefits for a select group of management or highly compensated employees. Accordingly, this Plan is intended to be exempt from coverage under certain sections of the Employee Retirement Income Security Act of 1974 ("ERISA") pursuant to ERISA Sections 4(b)(5), 201(2), 301(a)(3), 401(a)(1), 4021 and applicable regulations. SECTION 3 Eligibility. The Personnel & Compensation Committee of the Board of Directors of Delta Air Lines, Inc. (the "Committee") has the sole authority to designate which of the Company's employees are Key Employees for purposes of this Plan; provided, however, the following employees shall each automatically be deemed to be a Key Employee and no further Committee designation shall be required: (i) the Chairman of the Board (if an employee of the Company); 2 (ii) any Vice Chairman of the Board who is an employee of the Company; (iii) the Chief Executive Officer; (iv) the President; (v) the Chief Operating Officer; (vi) any Executive Vice President; (vii) any Senior Vice President; (viii) any Vice President; (ix) the Treasurer; (x) the Controller; and (xi) any nonpilot employee whose Earnings (as defined in the Retirement Plan or Disability and Survivorship Plan) exceeds the then applicable compensation limit under Section 401(a)(17) of the Code. No Key Employee shall have rights under the Plan unless such Key Employee enters into an Excess Benefit Agreement, and such rights will be determined under that Agreement. Except as provided in Section 6, once an employee is a Key Employee, and has entered into an Excess Benefit Agreement, the employee will always remain a Key Employee for purposes of the Plan until all benefits provided under such Excess Benefit Agreement have been satisfied. SECTION 4 Incorporation of Retirement Plan and Disability and Survivorship Plan. The terms of the Retirement Plan as of July 1, 2002 and the Disability and Survivorship Plan as of July 1, 2002 are hereby incorporated into this Plan by reference. The provisions of any future amendments to those plans shall also be incorporated automatically into this Plan by reference, except that changes in those plans which reduce benefits (other than changes as may be required by law and the reduction or elimination of the right, if any, to receive post retirement benefit increases from the Retirement Plan solely as the result of increases in the qualified plan payment limit under Section 415 (b) of the Code, whether such increases are the result of cost of living adjustments or statutory change) shall be incorporated as to any individual Key Employee only if advance notice of such proposed reduction is given to the Key Employee and the Key Employee agrees to an amendment of his or her Excess Benefit Agreement to incorporate the reduction of benefit. The incorporation of the Retirement Plan and the Disability and Survivorship Plans into this Plan is not 3 intended to modify any provision of this Plan or alter in any way any rights a Key Employee has under this Plan. The benefits provided under the Plan shall be governed only by the provisions hereof and the Excess Benefit Agreement. Unless indicated otherwise, capitalized terms in this Plan shall have the meaning given those terms in the Retirement and Disability and Survivorship Plans. SECTION 5 Plan Benefits. (a) Each Key Employee shall be offered the opportunity to enter into an Excess Benefit Agreement for the purpose of providing the benefits described below to such employee. The amount of benefits payable to such a Key Employee, his or her Spouse, Eligible Family Members or beneficiaries under this Plan shall be governed exclusively by the Excess Benefit Agreement entered into with such Key Employee. (b) Each Key Employee, upon execution of an Excess Benefit Agreement, shall be eligible for the benefits described in that Agreement which benefits shall include, but are not necessarily limited to, those benefits listed in (i) below (except for participants who are eligible for benefits under the Delta Pilots Benefit Program) and in addition, may include benefits listed in (ii) and (iii): (i) The retirement income, and disability and survivor benefits that would have been provided under the Retirement Plan and the Disability and Survivorship Plan, as the case may be, but for limitations contained in the Code which limit the payment of benefits from tax exempt plans (provided, however, benefits under this Plan shall not duplicate the benefits provided under the 2002 Delta Excess Benefit Plan); 4 (ii) An excess lump sum death benefit, the amount of which shall be $50,000 less the amount of the lump sum death benefit paid under the Disability and Survivorship Plan; and (iii) The individual benefits, if any, described in each Key Employee's Excess Benefit Agreement which benefits may include, but are not limited to, additional or supplemental payments on account of retirement, disability, death or employment termination, and which benefits may not be available to other Key Employees. SECTION 6 Certain Restrictions. Unless waived by the Committee under circumstances it deems appropriate or deemed waived pursuant to an agreement between the Company and a Key Employee, if a Key Employee terminates active employment with the Company prior to his or her Normal Retirement Date and within two years of such termination directly or indirectly provides management or executive services (whether as a consultant, advisor, officer or director) to any individual, corporation, partnership, association, trust or any other entity or organization which is in direct and substantial competition with the air transportation business of the Company or any of its subsidiaries, then (a) if benefits under this Plan shall have not yet commenced, no benefits shall be paid under this Plan to such Key Employee, his or her Spouse, Eligible Family Member or beneficiary; (b) if benefits under this Plan have commenced, no further benefits shall be paid; 5 (c) if benefits under this Plan shall have not yet commenced, and if the Key Employee has established an Employee Grantor Trust (as described in Section 7), within 30 days after the Committee makes a determination hereunder, the Key Employee, or his or her Spouse, shall repay the Company in cash an amount equal to the Liquidated Damages (as defined below); and (d) if benefits under this Plan have commenced, and if the Key Employee has established an Employee Grantor Trust, within 30 days after the Committee makes a determination hereunder, the Key Employee, or his or her Spouse, shall repay the Company in cash an amount equal to the Liquidated Damages less the present value as of the date of repayment of the benefits already paid under this Plan. For purposes of this Section 6, "Liquidated Damages" shall mean the sum of: (A) the sum of (x) all contributions (if any) made by the Company to such trust, and (y) all related amounts with respect to such contributions withheld by the Company for the purpose of satisfying tax withholding requirements; and (B) the amount that would have been earned with respect to such contributions had such amounts been invested in an interest-bearing account, compounded annually, using an interest rate equal to the sum of (i) the prime rate as published in the Wall Street Journal on the date such contribution was made to the trust and (ii) 2%. Because of the broad and extensive scope of the Company's air transportation business, the restrictions contained in this provision are intended to extend to management or executive 6 services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interest of the Company. SECTION 7 Funding of Benefit. The benefits provided by this Plan shall be paid, as they become due, from the Company's general assets or by such other means as the Company deems advisable. To the extent Key Employees acquire the right to receive payments from the Company under this Plan, such right shall be no greater than that of a general creditor of the Company. In the event that the Company, in its sole discretion, establishes a reserve or bookkeeping account for benefits payable under this Plan, the Key Employees shall have no proprietary or security interest in any such reserve or account. The Company may create a trust or trusts in order to fund the benefits created hereunder. Benefits shall be payable from such trusts only as and to the extent provided therein. Any benefit payable under the terms of this Plan shall be subject to offset and reduction as provided in a Key Employee's Excess Benefit Agreement by amounts in, or deemed to be in, any Employee Grantor Trust established by such Key Employee in accordance with such Agreement. SECTION 8 Nonassignability of Benefits. No benefit payable under this Plan may be assigned, transferred, encumbered or subjected to any legal process for the payment of any clam against any Key Employee, his or her Spouse, Eligible Family Member or beneficiary. 7 SECTION 9 No Right to Continued Employment. Nothing in this Plan shall be deemed to give any Key Employee the right to be retained in the service of the Company. SECTION 10 Administration of Plan. The Committee shall have full power and authority to administer this Plan. The Committee and its agents shall not be liable to any person for any action taken or omitted in connection with the administration of this Plan. If any Key Employee who is denied benefits under this Plan believes he is entitled to benefits hereunder, he may request, in writing, a review of the denial by the Committee or its designee within 60 days of receiving written notice of the denial. If no request for review is received by the Committee within 60 days of the receipt of the written denial, the denial shall be final and binding upon the Company and the Key Employee. The Committee shall respond in writing to a written request for review within 60 days of receipt of such request. Any controversy or claim arising out of, or relating to this Plan, any Excess Benefit Agreement entered between the Company and a Key Employee, or any trust established under Section 7, which is not settled by agreement between the Company and the affected Key Employee, shall be settled by a single arbitrator to be named by agreement between the Company and such Key Employee or, if the parties cannot agree within 30 days of a request for arbitration, by an arbitrator appointed by the American Arbitration Association at the request of either party. Such arbitration shall be conducted in Atlanta, Georgia, in accordance with the Federal Arbitration Act and the Rules of the American Arbitration Association. Except with respect to any claim related to a disability benefit, the Company, the Key Employee, his or her Spouse, Eligible Family Members, and beneficiaries, if any, and the trustee of any trust established under 8 Section 7 shall be bound by the award rendered in such arbitration, and judgment under the award may be entered in any court having jurisdiction. All reasonable expenses (including, without limitation, legal fees and expenses) incurred by the Key Employee in connection with, or in prosecuting or defending, any claim or controversy arising out of or relating to this Plan shall be paid by the Company, unless the Key Employee fails to recover any benefits in such claim or controversy and the Company receives a written opinion of independent legal counsel, selected by the Board of Directors of the Company, to the effect that such expenses were not incurred by the Key Employee in good faith. Pending any such determination, such expenses shall be paid by the Company on a monthly basis upon submission of invoices for such expenses and upon an undertaking by the Key Employee to repay to the Company amounts so advanced if the Key Employee is not awarded any benefits in any such claim or controversy and it is also determined by such independent legal counsel that the expenses were not incurred by the Key Employee in good faith. If a Key Employee is not alive, the right and obligations to arbitrate any and all claims or controversies arising out of this Plan, or any Excess Benefit Agreement or trust described above, shall pass to the surviving Spouse, Eligible Family Members or beneficiaries affected by such claim or controversy who shall be bound by the requirements stated herein. The Company hereby stipulates that, except as noted above with respect to a claim involving disability, this Plan evidences a transaction involving commerce and that arbitration is the exclusive remedy for any dispute arising out of this Plan, any Excess Benefit Agreement entered into between the Company and a Key Employee, or any trust established under Section 7. Anything in this Section 10 to the contrary notwithstanding, any review and/or arbitration shall occur within the time limits required for the particular type of claim under any applicable claims review regulation promulgated under Section 503 of ERISA. 9 SECTION 11 Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflict of laws rules. SECTION 12 Successors. This Plan shall be binding upon the successors of the Company. SECTION 13 Notice. All notices, requests, demands and other communications under this Plan, shall be in writing and shall be delivered personally (including by courier) or mailed by certified mail, return receipt requested. Refusal to acknowledge receipt of such notice shall constitute receipt of such notice upon the date it is returned to the sender. Any notice under this Plan shall be sent to Key Employee, Spouse, his or her Eligible Family Member or beneficiary at the last known address of such person as reflected in the Company's records. Notice to the Company or the Committee shall be sent to: Delta Air Lines, Inc. Law Department 1030 Delta Boulevard Atlanta, Georgia 30320 Attention: Senior Vice President-General Counsel SECTION 14 Amendment and Termination. This Plan may be terminated or amended by resolution of the Company's Board of Directors, but no such termination or amendment shall affect benefits under an Excess Benefit Agreement entered into by the Company under this Plan without the written consent of the Key Employee that is a party to such Agreement. 10 SECTION 15 Change In Control. In the event of a Change In Control, as defined below, a Key Employee's rights shall be determined under his or her Excess Benefit Agreement. For purposes of this Plan, a Change In Control means, and shall be deemed to have occurred upon, the first to occur of any of the following events: (a) Any Person (other than an Excluded Person) acquires, together with all Affiliates and Associates of such Person, Beneficial Ownership of securities representing 20% or more of the combined voting power of the Voting Stock then outstanding, unless such Person acquires Beneficial Ownership of 20% or more of the combined voting power of the Voting Stock then outstanding solely as a result of an acquisition of Voting Stock by the Company which, by reducing the Voting Stock outstanding, increases the proportionate Voting Stock beneficially owned by such Person (together with all Affiliates and Associates of such Person) to 20% or more of the combined voting power of the Voting Stock then outstanding; provided, that if a Person shall become the Beneficial Owner of 20% or more of the combined voting power of the Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the Beneficial Owner of any additional Voting Stock which causes the proportionate voting power of Voting Stock beneficially owned by such Person to increase to 20% or more of the combined voting power of the Voting Stock then outstanding, such Person shall, upon becoming the Beneficial Owner of such additional Voting Stock, be deemed to have become the Beneficial Owner of 20% or more of the 11 combined voting power of the Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company; (b) During any period of two consecutive years (not including any period prior to January 1, 2002), individuals who at the beginning of such period constitute the Board (and any new Director, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority of Directors then constituting the Board; (c) A reorganization, merger or consolidation of the Company is consummated, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock outstanding immediately prior to such reorganization, merger or consolidation, (ii) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the voting power of the 12 outstanding Voting Stock) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) The shareholders of the Company approve (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to any corporation with respect to which, immediately following such sale or other disposition, (A) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock outstanding immediately prior to such sale or other disposition of assets, (B) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the voting power of the outstanding Voting Stock) 13 beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. Notwithstanding the foregoing, in no event shall a "Change In Control" be deemed to have occurred (i) as a result of the formation of a Holding Company, or (ii) with respect to Key Employee, if Key Employee is part of a "group," within the meaning of Section 13(d)(3) of the Exchange Act as in effect on August 1, 1997, which consummates the Change In Control transaction. In addition, for purposes of the definition of "Change In Control" a Person engaged in business as an underwriter of securities shall not be deemed to be the "Beneficial Owner" of, or to "beneficially own," any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. As used in the above definition, "Person" shall mean an individual, corporation, partnership, association, trust or any other entity or organization. "Excluded Person" means (i) the Company; (ii) any of the Company's Subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company; or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of any plan described in clause (iv). "Affiliate" and 14 "Associate" have the respective meanings accorded to such terms in Rule 12b-2 under the Exchange Act as in effect on August 1, 1997. A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," securities pursuant to Rule 13d-3 under the Exchange Act as in effect on August 1, 1997. "Voting Stock" means securities of the Company entitled to vote generally in the election of members of the Board. "Board" means the Board of Directors of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Holding Company" means an entity that becomes a holding company for the Company or its businesses as a part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors is, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Stock outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Stock. 15 ++++++++++++++++++++++++++++++++++++ This Plan is hereby executed as of the date shown below, pursuant to authorization by the Board of Directors of the Company. DELTA AIR LINES, INC. By: ----------------------------------------- Leo F. Mullin Chairman of the Board and Chief Executive Officer Date ----------------------------------------- 16 EX-10.3 5 g76008ex10-3.txt EXHIBIT 10.3 FORM OF EXCESS BENEFIT PLAN EXHIBIT 10.3 EXCESS BENEFIT AGREEMENT THIS EXCESS BENEFIT AGREEMENT ("Agreement") is made and entered into as of the _____ day of ___________, 2002, by and between DELTA AIR LINES, INC. (hereinafter the "Company") and ______________ (hereinafter "Key Employee"): WITNESSETH: WHEREAS, the Company has restated the 1991 Delta Excess Benefit Plan as the 2002 Delta Excess Benefit Plan and has restated the Delta Supplemental Excess Benefit Plan as the 2002 Delta Supplemental Excess Benefit Plan (such restated plans collectively referred to as the "Plans"); and WHEREAS, in exchange for participation in the Plans, and on behalf of himself or herself, and his or her beneficiaries and Eligible Family Members, by execution of this Agreement, Key Employee agrees that this Agreement supersedes, terminates and cancels any and all previous excess benefit agreements with the Company he or she may have entered into; and WHEREAS, Key Employee has been selected as a participant in the Plans in accordance with their terms and has elected to participate in the restated Plans; and WHEREAS, Key Employee has rendered valuable service to the Company in various executive capacities and the Company believes it is in the best interest of the Company in seeking to assure itself of Key Employee's continued best efforts in the future to provide for the payment of full retirement and other benefits to or on behalf of Key Employee; and WHEREAS, various sections of the Internal Revenue Code of 1986 (the "Code"), including, but not limited to, Sections 79, 401(a)(4), 401(a)(17), 415, and 505(b) restrict either: (i) compensation that may be taken into account in determining benefits under a qualified pension plan; (ii) benefits that can be paid from qualified pension plans; (iii) compensation that may be taken into account in determining benefits for participants in a Voluntary Employee Beneficiary Association ("VEBA") described in Section 501(c)(9) of the Code; or (iv) restrict benefits that can be paid from a VEBA (such limitations collectively or individually hereinafter referred to as the "Restrictions"); and WHEREAS, the Company wishes to make up under nonqualified excess benefit plans and/or this Agreement any reduction in Key Employee's retirement income benefit, disability or survivor benefits under either the Delta Family-Care Retirement Plan (the "Retirement Plan") or the Delta Family-Care Disability and Survivorship Plan (the "Disability and Survivorship Plan") which results from the Restrictions, or any other applicable laws, statutes, or regulations which restrict in any way the benefits that can be paid from a VEBA or qualified pension plan; and WHEREAS, the Board of Directors of the Company has authorized post-retirement life insurance benefits for senior officers in excess of the coverage provided to other employees of the Company through the Basic Lump Sum Death Benefit under the Disability and Survivorship Plan; and WHEREAS, certain restrictions imposed by the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA") prohibit the Company from providing post-retirement life insurance benefits to officers in excess of that provided to other employees of the Company; and WHEREAS, the Company wishes to make up any such loss of group life insurance coverage for Key Employee which cannot be provided because of the TEFRA restrictions; and WHEREAS, to the extent Key Employee's benefits under this Agreement exceed a threshold amount as provided in Section 10 hereof and Key Employee establishes a grantor trust to which the Company makes contributions, the Company wishes to provide for reduction of payments from the Plans to Key Employee, his or her Eligible Family Members or Contingent Annuitant to account for payments from such trust; NOW, THEREFORE, the parties hereby agree as follows: 1. Certain Requirements Not Applicable. The parties specifically acknowledge that this Agreement and Key Employee's participation in the 2002 Delta Supplemental Excess Benefit Plan is unfunded and exempt from certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") including, but not limited to, parts 2, 3 and 4 of Subtitle B of Title 1 of ERISA, and is also subject to limited reporting and disclosure requirements of part 1 of Subtitle B of Title 1 of ERISA. The parties further acknowledge that the 2002 Delta Excess Benefit Plan is an "excess benefit plan" as defined in section 3(36) of ERISA and is unfunded and not subject to any provision of ERISA. 2. Incorporation of the Retirement Plan and the Disability and Survivorship Plan. The terms of the Retirement Plan and the Disability and Survivorship Plan (both as amended through July 1, 2002) are hereby incorporated into this Agreement by reference, except that changes in those plans which reduce benefits (other than changes as may be required by law and the reduction or elimination of the right, if any, to receive post retirement benefit increases from the Retirement Plan solely as the result of increases in the qualified plan payment limit under Section 415(b) of the Code, whether such increases are the result of cost of living adjustments or statutory change) shall be incorporated as to Key Employee only if advance notice of such proposed reduction is given to the Key Employee and the Key Employee agrees to an amendment of this Agreement to incorporate the benefit reduction. The incorporation of the Retirement Plan and the Disability and Survivorship Plan is not intended to modify any provision of this Agreement, and the benefits provided hereunder shall be governed only by the provisions hereof and the Plans. Unless indicated otherwise, capitalized terms used in this Agreement shall have the meaning given those terms in the Retirement Plan and Disability and Survivorship Plan. - 2 - For purposes of this Agreement, "Committee" shall mean the Personnel and Compensation Committee of the Company's Board of Directors. 3. Supplemental Retirement Income. Subject to Sections 8 and 18, the Company agrees to pay Key Employee, or, in the event of Key Employee's death, Key Employee's Spouse (or Contingent Annuitant, if applicable) at the time and in the manner set forth below, supplemental retirement income ("Supplemental Retirement Income") equal to (a) minus (b) where (a) equals the amount of Early, Normal or Deferred Retirement income benefit or deferred vested pension benefit (whichever is appropriate) payable in the form provided under the Retirement Plan (but ignoring any election of the Level Income Option provided under the Retirement Plan) which Key Employee would receive or survivor benefit which his or her Spouse (or Contingent Annuitant, if applicable) would receive under the Retirement Plan beginning on the Benefit Commencement Date (as defined below in Section 6) if the Restrictions as reflected in the Retirement Plan and the Code were not in effect; (b) equals the Early, Normal or Deferred Retirement benefit, or deferred vested pension benefit (whichever is appropriate) payable in the form provided under the Retirement Plan (but ignoring any election of the Level Income Option provided under the Retirement Plan) which Key Employee actually receives or survivor benefit which his or her Spouse (or Contingent Annuitant, if applicable) actually receives under the Retirement Plan beginning on the Benefit Commencement Date; For purposes of determining benefits under (a) and (b) above, any Qualified Domestic Relations Order ("QDRO") will be taken into account, such that the total benefits payable hereunder will not exceed those which would be payable absent the QDRO. The amount of Supplemental Retirement Income paid under this Agreement prior to January 1, 2004 will be adjusted when and if the amount in (b) above increases or decreases as a result of a change in the Restrictions, including cost of living adjustments to such Restrictions. If the Benefit Commencement Date with respect to the Supplemental Retirement Income occurs prior to January 1, 2004, the Supplemental Retirement Income will be paid as a monthly annuity in accordance with the Plans and the Retirement Plan until January 1, 2004; provided, however, that regardless of the Benefit Commencement Date, any Supplemental Retirement Income benefit paid on or after January 1, 2004 will be paid in cash as a lump sum (the "SRI Lump Sum") as soon as practicable following the first day of the first month immediately following the later of (i) the month in which the termination of Key Employee's employment occurs by retirement or otherwise, or (ii) the month in which Key Employee's 52nd birthday occurs. If Key Employee terminates employment prior to age 52, he or she shall not be eligible - 3 - for further increases in his or her Supplemental Retirement Income due to increase in age past age 52. The SRI Lump Sum shall be the present value of the remaining Supplemental Retirement Income. For purposes of determining the SRI Lump Sum, the Committee will apply the following assumptions: (1) a gender specific mortality factor using the 1994 Group Annuity Reserving Table which is the product of the 1994 Group Annuity Valuation Table Task Force. ("GAR 94"); (2) an annual interest rate of 4.8%; and (3) if Key Employee is married, the actual age of the spouse, and if Key Employee selected a Contingent Annuitant Option under the Retirement Plan, the actual age of the contingent annuitant. If the Internal Revenue Service (the "IRS") discontinues using GAR 94 to determine the present value of benefits under Section 417(e)(3) of the Code, the Committee may, in its sole discretion, substitute the mortality table selected by the IRS to determine such value in place of GAR 94. The Committee may, in its sole discretion, revise in a reasonable manner the interest rate assumption in (2) above if substantial increases or decreases (e.g. - 150 basis points) with respect to commonly used benchmarking rates (e.g. - municipal bonds) have occurred since the date of this Agreement). In addition, the amount of any Supplemental Retirement Income, and following January 1, 2004, the amount of any SRI Lump Sum, will be reduced by the Offset Amount. For purposes of this Agreement, the "Offset Amount" shall mean an amount, calculated as of the date of payment, equal to (A) divided by (B) where (A) equals the actual balance in Key Employee's Employee Grantor Trust (as such trust is described in Section 10) as of such payment date, and (B) equals (i) 1 minus (ii) the applicable Post Retirement Tax Rate for Key Employee as described in Section 10. For this purpose, the balance in Key Employee's Employee Grantor Trust shall be the actual amount in such trust; provided however, if the amount in the trust is reduced as the result of payment of a QDRO, or if Key Employee has at any time made a withdrawal or received a distribution from such trust other than a Tax Distribution Withdrawal (as defined in Section 10), or a Special Distribution pursuant to Section 2.4 of Key Employee's Grantor Trust Agreement (a "Special Distribution"), then the balance in Key Employee's Employee Grantor Trust shall be deemed to be the sum of (x) the actual amount in such trust, (y) the amount of any withdrawal from such trust, other than a Tax Distribution Withdrawal or a Special Distribution, and (z) all Deemed Earnings (as defined in Section 10) with respect to any particular distribution or withdrawal other than a Tax Distribution Withdrawal or Special Distribution. In the event of a - 4 - Tax Distribution Withdrawal, a Special Distribution or the reduction of the Trust Balance (as defined in Key Employee's Grantor Trust Agreement) as the result of payment of any Trustee fees, the balance in Key Employee's Grantor Trust shall in no event be deemed to include the amount of such distributions or payment. 4. Supplemental Disability Income. Subject to Sections 8 and 18, the Company agrees to pay Key Employee at the time set forth below a supplemental monthly disability income ("Supplemental Disability Income") equal to (a) minus (b), where (a) equals the monthly disability benefit which the Key Employee would receive under the Disability and Survivorship Plan beginning on the Benefit Commencement Date (as defined below in Section 6) if the Restrictions were not in effect and taking into account his or her elections under the Delta Air Lines, Inc. DELTAFLEX Plan; and (b) equals the monthly disability benefit which the Key Employee actually receives from the Disability and Survivorship Plan beginning on the Benefit Commencement Date, taking into account his or her elections under the Delta Air Lines, Inc. DELTAFLEX Plan. The amount of Supplemental Disability Income paid under this Agreement will be adjusted as permitted under the Plan and if the amount in (b) above increases or decreases as a result of a change in the Restrictions. In addition, on the first day of the first month following or coincident with the earlier of Key Employee's retirement or 62nd birthday, the amount of any Supplemental Disability Income payment will be reduced by the Offset Amount as of the date of payment; provided, however, that if the remaining Offset Amount is greater than the amount of the next Supplemental Disability Income payment, then the next and all subsequent payments of Supplemental Disability Income (if any) shall not be paid until the sum of such payments exceeds the Offset Amount. 5. Supplemental Monthly Survivor Income. Subject to Sections 8 and 18, the Company agrees to pay to Eligible Family Member(s) (as defined in the Disability and Survivorship Plan) of Key Employee at Key Employee's death a supplemental monthly survivor income ("Supplemental Survivor Income") equal to (a) minus (b), where (a) equals the monthly survivor benefit which the Eligible Family Member(s) of Key Employee would receive under the Disability and Survivorship Plan beginning on the Benefit Commencement Date (as defined below) as if the Restrictions were not in effect; and - 5 - (b) equals the monthly survivor benefit to which the Eligible Family Member(s) of Key Employee actually receives under the terms of the Disability and Survivorship Plan. The amount of Supplemental Survivor Income paid under this Agreement will be adjusted as permitted under the Plan and the Code to account for, inter alia, changes in the number of Eligible Family Members. If Key Employee's death occurs prior to retirement, the amount of any Supplemental Survivor Income payment will be reduced by the Offset Amount as of the date of payment; provided, however, that if the remaining Offset Amount is greater than the amount of the next Supplemental Survivor Income payment, then the next and all subsequent payments of Supplemental Survivor Income (if any) shall not be paid until the sum of such payments exceed the Offset Amount. If Key Employee's death occurs after retirement, the Supplemental Monthly Survivor Income will be reduced by 50% of the Supplemental Retirement Income, determined prior to conversion of the Supplemental Retirement Income into the SRI Lump Sum. 6. Benefit Commencement Date; Cessation of Benefits. Subject to Section 18, the Company shall commence payment of the Supplemental Retirement Income as of the Benefit Commencement Date under the Retirement Plan and the Supplemental Disability or Survivor Income as of the Benefit Commencement Date under the Disability and Survivorship Plan. Subject to Section 18, Benefit Commencement Date under this Agreement shall mean the day that the retirement income benefit, disability benefit or survivor benefit, as the case may be, commences under the Retirement Plan or Disability and Survivorship Plan with respect to Key Employee or his or her Spouse, or Eligible Family Member(s). If payment of Supplemental Retirement Income to Key Employee has commenced prior to January 1, 2004, and prior to such Supplemental Retirement Income being paid as a SRI Lump Sum, the last of Key Employee or, if applicable, his or her Spouse or contingent annuitant dies, or if changes in the Restrictions permit the full benefit due under the Retirement Plan to be paid from the Retirement Plan and the Retirement Plan assumes such full payment, or if full payment of retirement or retirement benefits due hereunder have already been made, the Supplemental Retirement Income will cease at such time. Supplemental Disability Income will cease if the full benefit due under the Disability and Survivorship Plan may be paid from that Plan and the Disability and Survivorship Plan assumes such full payment or when the Key Employee is no longer eligible for disability benefits under that Plan. Supplemental Survivor Income will cease if the full benefit due under the Disability and Survivorship Plan may be paid from that plan, and the Disability and Survivorship Plan assumes full payment of the benefit amount or when there are no remaining Eligible Family Member(s) under that Plan. Subject to Section 18, all benefits payable hereunder may cease pursuant to Section 8 at any time. - 6 - 7. Supplemental Lump Sum Death Benefit. Subject to Sections 8 and 18, the Company agrees to pay to the named beneficiary (as designated by Key Employee for the Basic Life Benefit under the Disability and Survivorship Plan) of Key Employee at Key Employee's death, a supplemental lump sum death benefit in the amount necessary to provide a total lump sum death benefit of $50,000 when combined with the Basic Life Benefit actually provided by the Disability and Survivorship Plan. 8. Certain Restrictions. Subject to Section 18, or unless waived by the Committee under circumstances the Committee deems appropriate, if a Key Employee terminates active employment with the Company prior to his or her Normal Retirement Date and within two years of such termination directly or indirectly provides management or executive services (whether as a consultant, advisor, officer or director) to any Person (as defined in Section 18) who is in direct and substantial competition with the air transportation business of the Company or any of its subsidiaries, then (a) if benefits under this Agreement shall have not yet commenced, no benefits shall be paid under this Agreement to such Key Employee, his or her Spouse, Eligible Family Member or beneficiary; (b) if benefits under this Agreement have commenced, no further benefits under this Agreement shall be paid; (c) if benefits under this Agreement shall have not yet commenced, and if the Key Employee has established an Employee Grantor Trust, within 30 days after the Committee makes a determination hereunder, the Key Employee, or his or her Spouse, shall repay the Company in cash an amount equal to the Liquidated Damages (as defined below); and (d) if benefits under this Agreement have commenced, and if the Key Employee has established an Employee Grantor Trust, within 30 days after the Committee makes a determination hereunder, the Key Employee, or his or her Spouse, shall repay the Company in cash an amount equal to the Liquidated Damages less the present value as of the date of repayment of the benefits already paid under this Agreement. For purposes of this Section 8, "Liquidated Damages" shall mean the sum of (A) and (B) where (A) equals the sum of (x) all contributions (if any) made by the Company to such trust, and (y) all related amounts with respect to such contributions withheld by the Company for the purpose of satisfying tax withholding requirements; and - 7 - (B) equals the amount that would have been earned with respect to such contributions had such amounts been invested in an interest-bearing account, compounded annually, using an annual interest rate equal to the sum of (i) the prime rate as published in the Wall Street Journal on the date such contribution was made to the trust and (ii) 2%. Because of the broad and extensive scope of the Company's air transportation business, the restrictions contained in this provision are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interest of the Company. Key Employee acknowledges and agrees that the above provisions and the measure of Liquidated Damages are both fair and reasonable with respect to both parties to this Agreement and are not in the nature of a penalty. 9. Funding of Benefit. Subject to Section 18 and the offsets described in this Agreement of amounts, if any, in Key Employee's Employee Grantor Trust, the benefits provided by this Agreement shall be paid, to the extent they become due, from the Company's general assets or by such other means as the Company deems advisable, including a trust or trusts established by the Company, provided, however, if such trusts are established, benefits shall be payable from such trusts only as and to the extent provided therein. To the extent Key Employee acquires the right to receive payments from the Company under this Agreement, such right shall be no greater than that of a general creditor of the Company. In the event that the Company in its sole discretion establishes a reserve or bookkeeping account for the benefits payable under this Agreement, the Key Employee shall have no proprietary or security interest in any such reserve or account. 10. Employee Grantor Trust. If, as of January 1, 2002, or any January 1 thereafter, Key Employee's accrued vested Supplemental Retirement Income payable at age 62 exceeds the sum of $10,000 per year, the Company may, in the sole discretion of the Committee, contribute cash payments to a "grantor trust" (as such trust is described in Subpart E of Part I of Subchapter J of Chapter 1 of Subtitle A of the Code) established by Key Employee (an "Employee Grantor Trust"). The Company will make such contributions to such Employee Grantor Trust only if Key Employee enters into an Employee Grantor Trust Enrollment Agreement with the Company and executes an Employee Grantor Trust Agreement, a Beneficiary Designation, and a Spousal Consent (each substantially in the form attached to this Agreement as Exhibit A, B, C, and D, respectively and collectively the "Trust Enrollment Documents"). Notwithstanding anything contained herein to the contrary, in the event that on or prior to April 1, 2002 Key Employee and the Company enter into the Trust Enrollment Documents, the Company shall - 8 - (a) on or before May 1, 2002, contribute to Key Employee's Employee Grantor Trust an amount in cash equal to 60% of the After-Tax Present Value (as defined below) of Key Employee's accrued and vested SRI Lump Sum, as of January 1, 2002, less amounts withheld under tax withholding requirements; (b) on or before April 1, 2003, contribute to Key Employee's Employee Grantor Trust an amount in cash equal to 80% of the After-Tax Present Value of Key Employee's accrued and vested SRI Lump Sum as of January 1, 2003, less amounts withheld under tax withholding requirements, less the balance of the value of the assets held by Key Employee's Employee Grantor Trust as of January 1, 2003; and (c) on or before April 1, 2004, contribute to Key Employee's Employee Grantor Trust an amount in cash equal to 100% of the After-Tax Present Value of Key Employee's accrued and vested SRI Lump Sum as of January 1, 2004, less amounts withheld under tax withholding requirements, less the balance of the value of the assets held by Key Employee's Employee Grantor Trust as of January 1, 2004. Key Employee shall have the right to withdraw some or all of any amount contributed by the Company to his or her Employee Grantor Trust during the 10 (ten) business day period immediately following the date of contribution. Thereafter, Key Employee shall have no right to withdraw all or part of any contribution, except for a Tax Distribution Withdrawal, as defined later in this paragraph, or a Special Distribution, as defined in Section 2.1 of the Employee Grantor Trust Agreement. If during such 10 day period, Key Employee actually withdraws some or all of the amounts contributed, other than for purposes of either paying applicable taxes resulting from such contributions or earnings on such contributions (a "Tax Distribution Withdrawal") or for a Special Distribution, the Company shall not be obligated to make any more contributions to such Employee Grantor Trust under paragraphs (b) and/or (c) above of this Section 10, and for purposes of determining the Offset Amount in accordance with Sections 3, 4 and 5 of this Agreement, the amounts withdrawn shall be deemed to have remained in the trust and to have been invested in an interest-bearing account, compounded annually, using an annual interest rate equal to the sum of (i) the prime rate as published in the Wall Street Journal on the date such contribution was made to the trust and (ii) 2% (such amount shall be referred to as the "Deemed Earnings"). For purposes of this Section 10, "After-Tax Present Value" shall mean (A) divided by (B) where (A) equals the present value of the after-tax value of the Supplemental Retirement Income payable to Key Employee as if he were to retire on the first day of the first month immediately following the month in which his or her 62nd birthday occurs, using the assumptions stated in Section 3 (as - 9 - they may be revised from time to time) and an aggregate tax rate equal to 38.9% if Key Employee's estimated Final Average Earnings at retirement will equal or exceed $307,050 (indexed in the same manner as are the federal marginal individual income tax rates) and 37.02% if Key Employee's estimated Final Average Earnings at retirement will not exceed that amount, as so indexed (the "Post Retirement Tax Rate"); and (B) equals (i) 1 minus (ii) the sum of (x) the highest marginal rate of federal individual income tax in effect in the calendar year in which this calculation is to be made, (y) the highest marginal rate of individual income tax in effect in the state and locality of Key Employee's residence (as evidenced by the state and locality used by the Company for withholding with respect to Key Employee's wages) in the calendar year in which this calculation is to be made, net of any federal tax benefits, and (z) the "hospital insurance" component of the Federal Insurance Contributions Act (currently 1.45%) under Section 3101(b) of the Code ("Medicare tax"). The Committee may appropriately revise such tax rates if the applicable federal, state or local or Medicare tax rates change. 11. Nonassignability of Benefits. No benefit payable under this Agreement may be assigned, transferred, encumbered or subjected to legal process for the payment of any claim against Key Employee, his or her Spouse, Eligible Family Member, or beneficiary. 12. No Right to Continued Employment. Nothing in this Agreement shall be deemed to give Key Employee the right to be retained in the service of the Company or to deny the Company any right it may have to discharge Key Employee at any time, subject to the Company's obligation to provide benefits and amounts as may be required hereunder. 13. Arbitration. The parties acknowledge that any claims or controversy arising out of this Agreement are subject to arbitration in accordance with the Plans. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflict of laws rules. 15. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the parties hereto. 16. Amendment. This writing, including any terms or documents incorporated herein by reference, supersedes and cancels any previous excess benefit agreement between Key Employee and the Company. This Agreement may not be modified orally, but only by writing signed by the parties hereto. - 10 - 17. Notice. All notices, requests, demands and other communications under this Agreement, shall be in writing and shall be delivered personally (including by courier) or mailed by certified mail, return receipt requested. Refusal to acknowledge receipt of such notice shall constitute receipt of such notice upon the date it is returned to the sender. Any notice under this Agreement shall be sent, as the case may be, to Key Employee, his or her Spouse (or contingent annuitant, if applicable), Eligible Family Member or beneficiary at the last known address of such person as reflected in the Company's records. Notice to the Company or the Committee shall be sent to: Delta Air Lines, Inc. Law Department 1030 Delta Boulevard Atlanta, Georgia 30320 Attention:Senior Vice President - General Counsel 18. Change In Control. Notwithstanding anything in this Agreement to the contrary, in the event a Change In Control (as defined below) occurs, the Company shall, as of the date of such Change In Control, promptly cause to be irrevocably deposited in Key Employee's Employee Grantor Trust all amounts otherwise required to be contributed to such trust on or before April 1, 2004 in accordance with Section 10. For purposes of this Agreement, "Change In Control" means, and shall be deemed to have occurred upon, the first to occur of any of the following events: (a) Any Person (other than an Excluded Person) acquires, together with all Affiliates and Associates of such Person, Beneficial Ownership of securities representing 20% or more of the combined voting power of the Voting Stock then outstanding, unless such Person acquires Beneficial Ownership of 20% or more of the combined voting power of the Voting Stock then outstanding solely as a result of an acquisition of Voting Stock by the Company which, by reducing the Voting Stock outstanding, increases the proportionate Voting Stock beneficially owned by such Person (together with all Affiliates and Associates of such Person) to 20% or more of the combined voting power of the Voting Stock then outstanding; provided, that if a Person shall become the Beneficial Owner of 20% or more of the combined voting power of the Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the Beneficial Owner of any additional Voting Stock which causes the proportionate voting power of Voting Stock beneficially owned by such Person to increase to 20% or more of the combined voting power of the Voting Stock then outstanding, such Person shall, upon becoming the Beneficial Owner of such additional Voting Stock, be deemed to have become the Beneficial Owner of 20% or more of - 11 - the combined voting power of the Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company; (b) During any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board (and any new Director, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority of Directors then constituting the Board; (c) A reorganization, merger or consolidation of the Company is consummated, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock outstanding immediately prior to such reorganization, merger or consolidation, (ii) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the voting power of the outstanding Voting Stock) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) The shareholders of the Company approve (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to any corporation with respect to which, immediately following such sale or other disposition, (A) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation - 12 - entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock outstanding immediately prior to such sale or other disposition of assets, (B) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the voting power of the outstanding Voting Stock) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. Notwithstanding the foregoing, in no event shall a "Change in Control" be deemed to have occurred (i) as a result of the formation of a Holding Company, or (ii) with respect to Key Employee, if Key Employee is part of a "group," within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the Effective Date, which consummates the Change in Control transaction. In addition, for purposes of the definition of "Change in Control" a Person engaged in business as an underwriter of securities shall not be deemed to be the "Beneficial Owner" of, or to "beneficially own," any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. As used in the above definition, "Person" shall mean an individual, corporation, partnership, association, trust or any other entity or organization. "Excluded Person" means (i) the Company; (ii) any of the Company's Subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company; or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of any plan described in clause (iv). "Affiliate" and "Associate" have the respective meanings accorded to such terms in Rule 12b-2 under the Exchange Act as in effect on the Effective Date. A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," securities pursuant to Rule 13d-3 under the Exchange Act as in effect on August 1, 1997. "Voting Stock" means securities of the Company entitled to vote generally in the election of members of the Board. "Board" means the Board of Directors of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Holding Company" means an entity that becomes a holding company for the Company or its businesses as a part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors is, immediately after such reorganization, merger, - 13 - consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Stock outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Stock. 19. Waiver of Certain Increases in Restrictions. In exchange for receiving the SRI Lump Sum, Key Employee, on behalf of himself or herself, his or her Spouse, and if applicable, his or her Contingent Annuitant hereby waives any and all rights, if any, to any increase in benefits following the later of January 1, 2004 or Key Employee's retirement that would otherwise be payable from the Retirement Plan as the result of any changes in the limits contained in Section 415(b) of the Code, which section contains limits on the benefits that can be paid from tax-qualified defined benefit plans, whether such increases occur as the result of cost-of-living adjustments or statutory changes. Key Employee acknowledges that unless such rights, if any, are waived, he or she will be overpaid and receive a windfall from the Retirement Plan since the SRI Lump Sum will be determined based on the Section 415(b) limits in effect at the time of payment of the SRI Lump Sum, without any allowance for increase in such limits. Section 11 hereof notwithstanding, if for any reason this waiver is held to be invalid, Key Employee agrees to pay to the Company an amount equal to any such increase in benefits under the Retirement Plan to recover this overpayment. SIGNATURES APPEAR ON NEXT PAGE. - 14 - IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date(s) shown below. DELTA AIR LINES, INC. By: --------------------------------------- Leo F. Mullin Chairman of the Board and Chief Executive Officer Date: --------------------------------------- --------------------------------------- KEY EMPLOYEE Date: --------------------------------------- - 15 - EXHIBIT A EMPLOYEE GRANTOR TRUST ENROLLMENT AGREEMENT This Employee Grantor Trust Enrollment Agreement is made and entered into as of the ____ day of ___________, 2002 (this "Agreement"), between ______________ (the "Employee"), the person, if any, to whom the Employee is legally married (the "Employee's Spouse"), and Delta Air Lines, Inc., a Delaware corporation ("Delta" or "Company"). WITNESSETH WHEREAS, the Company has established and maintains the 2002 Delta Excess Benefit Plan and the 2002 Delta Supplemental Excess Benefit Plan (the "Excess Benefit Plans"), which are designed to provide benefits supplemental to those provided under the tax-qualified retirement plans maintained by the Company (the "Qualified Plans"); and WHEREAS, the Employee is entitled to certain benefits under one or more of the Excess Benefit Plans; and WHEREAS, in accordance with the terms and conditions of the Excess Benefit Plans, the Employee and the Company have entered into an Excess Benefit Agreement, dated as of ______________, 2002 (the "Employee's Excess Benefit Agreement") for the purpose of providing benefits under the Excess Benefit Plans; and WHEREAS, the Employee's Excess Benefit Agreement permits the Employee to establish a "grantor trust" [as such trust is described in Subpart E of Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the "Code")], and the Employee wishes to establish such "Employee Grantor Trust"; and WHEREAS, the Employee and the Company desire to enter into this Agreement pursuant to which the Employee directs the Company to deposit certain cash payments on behalf of the Employee directly into the Employee Grantor Trust to be established and maintained by the Employee, the payments from which will reduce all or some of the benefits payable under the Excess Benefit Plans; NOW, THEREFORE, in consideration of their mutual undertakings, the Company, the Employee, and the Employee's Spouse agree as follows: 1. Establishment and Maintenance of Grantor Trust. 1.1 The Employee agrees to establish and maintain an irrevocable grantor trust (the "Trust") in the form attached to the Employee's Excess Benefit Agreement as Exhibit B for the purpose of receiving and holding the cash deposits made pursuant to this Agreement and any interest or other earnings on the outstanding balances in the Trust. 1.2 The Employee and the Employee's Spouse agree that they (a) will not contribute any funds to the Trust other than those contributions to be made, directly or indirectly, by the A-1 EXHIBIT A Company to the Trust in accordance with the Employee's Excess Benefit Agreement; and (b) other than during the 10-day period immediately following the date the Company makes a contribution to the Trust, will withdraw funds from the Trust only in accordance with the payment provisions of the Employee's Excess Benefit Agreement, except to the extent that Trust withdrawals are necessary to pay taxes on Trust earnings or cash deposits or pursuant to Section 2.4 of the Trust Agreement. 2. Payments to Trust. 2.1 The Company agrees to contribute to the Trust all amounts required to be contributed in accordance with the terms and conditions of the Employee's Excess Benefit Agreement. The Employee agrees that the Company shall (a) deduct federal, state and local income and employment taxes from any contribution made to the Trust and remit such taxes to the appropriate authorities; and (b) pay the remainder of such contribution into the Trust in cash. 2.2 The Company may, in its sole discretion and from time to time, make additional contributions to the Trust in addition to the contributions required by Section 2.1 hereof. The Employee directs the Company to (a) deduct federal, state and local income and employment taxes from such additional contributions and remit such taxes to the appropriate authorities; and (b) pay the remainder of such additional contributions into the Trust. 2.3 During the 10 (ten) business day period immediately following the date the Company makes a contribution to the Trust, the Employee may, in his or her sole discretion, withdraw from the Trust some or all of such contribution. 3. Distributions from Trust, Benefit Payments. 3.1 The Employee and the Employee's Spouse agree that any amounts paid from the Trust, including any Trust earnings and Deemed Earnings (as defined in the Employee's Excess Benefit Agreement) (other than any amounts distributed to pay taxes on Trust earnings and any Special Distribution as defined in Section 2.4 of the Trust Agreement), shall offset the benefits otherwise payable to them under the Excess Benefit Plans or the Employee's Excess Benefit Agreement. The amount otherwise payable under the Excess Benefit Plans at the relevant time to the Employee or his or her Beneficiary(ies) and the amount of the offset will be determined in accordance with the terms and conditions of the Employee's Excess Benefit Agreement. 3.2 The Employee and the Employee's Spouse understand and agree that to the extent funds in the Trust are distributed to either of them in amounts greater than, or at times earlier than, those contemplated by the benefit payment provisions of the Excess Benefit Plans or the Employee's Excess Benefit Agreement and by Section 3.1 hereof (a) the offsets against any amounts otherwise payable under the Excess Benefit Plans or the Employee's Excess Benefit Agreement will be calculated in the manner set forth in the Employee's Excess Benefit Agreement as if the amounts so distributed had remained in the Trust, accumulated earnings as described in the Employee's A-2 EXHIBIT A Excess Benefit Agreement, and been distributed at the proper time; and (b) such offsets will discharge the Company's liability in the same manner as set forth in such Section 3.1 hereof. 4. Tax Payments With Respect to Trust Earnings. The Company may make payments on behalf of the Employee [or his or her Beneficiary(ies)] to tax authorities to pay the federal, state and local income taxes with respect to any earnings of the Trust and any income and employment taxes as a result of the Company's payment of the Employee's taxes under this Article 4. To the extent that the Company does not make payments sufficient to pay such taxes, Trust income will be distributed to provide any additional amounts required for such purpose. 5. Appointment of Delta as Agent and Administrator. 5.1 The Employee appoints Delta and such persons as Delta may designate to act on behalf of Delta as his or her duly authorized agent for the following purposes: (a) providing, in accordance with the duties of the "Administrator" as set forth in the form of Trust Agreement attached to the Employee's Excess Benefit Agreement as Exhibit B, investment guidelines and other information and direction to the trustee of the Trust; (b) removing the trustee and appointing a successor trustee of the Trust; (c) examining the books and records of the Trust; and (d) amending the Trust to the extent permitted in the Trust Agreement. 5.2 The Employee's appointment of Delta as his or her agent is based on the Employee's special trust and confidence in Delta and its management. In the event of a Change In Control (as defined in Section 8.5 hereof) of Delta, the Employee (or if applicable, his or her Beneficiary(ies) may remove Delta (or its successor) and any designee of Delta as the duly authorized agent for purposes of carrying out the actions set forth in Section 5.1 hereof by delivering to both Delta (or its successor) and the trustee of the Trust written notice of such removal. The trustee may rely upon any notice of removal received from the Employee without further inquiry or verification, unless Delta (or its successor) provides to the trustee and the Employee (within ten (10) days following the trustee's receipt of the notice of removal from the Employee) written notice certifying that no Change In Control of Delta has occurred, in which case the trustee will obtain, at the Company's expense, an opinion of counsel, selected by the Employee, as to whether a Change In Control has occurred. Following receipt of such opinion, the trustee shall determine whether a Change In Control occurred, and the decision of the trustee in such case shall be final. In the event of a Change In Control, the Employee may appoint another agent to carry out the actions set forth in Section 5.1, or assume such responsibilities and obligations himself. From and after the date on which Delta (or its successor) ceases to serve as the duly authorized agent, the offsets against the Company's obligations to the Employee and the Employee's Spouse or Beneficiary(ies) under the Excess Benefit Plans shall be determined by assuming (a) that the value of Trust assets last reported by the trustee to Delta (or its successor) prior to such date is accumulated with earnings at a rate equal to the interest rate then in effect A-3 EXHIBIT A pursuant to Section 3 of the Employee's Excess Benefit Agreement, and (b) that all subsequent distributions from the Trust occur at the proper times and in the proper amounts. 5.3. Delta agrees to serve as Administrator of the Trust pursuant to Section 1.4 of the Trust Agreement attached to Employee's Excess Benefit Agreement as Exhibit B, subject to all terms and provisions of such section and shall pay all fees and expenses of the Trustee arising from the Trust. 6. Attachment of Trust Assets. 6.1 The Employee understands and agrees that in the event all or a portion of the funds in the Trust are attached by court order or other legal process or are otherwise alienated, the offset against any amounts otherwise payable under the Excess Benefit Plans will be calculated in accordance with the Employee's Excess Benefit Agreement as if the amount so alienated had been withdrawn from the Trust by the Employee. To the extent that for any calendar year or portion thereof no assets remain in the Trust, the amounts so alienated shall be deemed to earn interest at the interest rate used to determine the Deemed Earnings under the Employee's Excess Benefit Agreement. The Employee agrees that the value of any amounts so alienated, and the earnings that would have accumulated thereon, shall be offset against a like amount of benefit, and shall discharge the Company's liability to the Employee to the extent of the corresponding benefit otherwise payable to the Employee or his or her Beneficiary(ies) under the Excess Benefit Plans. 6.2 The Employee's Spouse understands and agrees that should any amounts under the Trust be assigned to her under a domestic relations order or otherwise, the offset against any amounts otherwise payable under the Excess Benefit Plans will be calculated in the manner set forth in Section 6.1 hereof as if the amount so alienated had remained in the Trust, accumulated earnings, and been distributed at the proper time. The Employee's Spouse agrees that if he or she also claims entitlement to benefits under the Excess Benefit Plans, the value of the amount alienated under the Trust, and the earnings that would have accumulated thereon absent such alienation, shall be offset against a like amount of benefit as determined in accordance with the Employee's Excess Benefit Agreement, and shall discharge the Company's liability to the Employee and the Employee's Spouse to the extent of the corresponding pre-tax benefit otherwise payable to the Employee or the Employee's Spouse under the Excess Benefit Plans. 7. Termination. 7.1 This Agreement shall terminate 30 days after the date the Trust terminates. 8. Miscellaneous. 8.1 Nothing in this Agreement shall be construed to confer upon the Employee the right to continue in the employment of the Company, or to require the Company to continue the employment of the Employee. A-4 EXHIBIT A 8.2 This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Employee or his or her Beneficiary(ies) and the Employee's Spouse and their heirs, executors, other successors in interest, administrators, and legal representatives. 8.3 The validity and interpretation of this Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws rules. 8.4 The Employee's Beneficiary(ies) shall be determined in accordance with the terms of the Trust Agreement pursuant to which the Trust is maintained. 8.5 Change In Control. For the purpose of this Agreement, a "Change In Control" shall mean, and shall be deemed to have occurred upon, the first to occur of any of the following events: (a) Any Person (other than an Excluded Person) acquires, together with all Affiliates and Associates of such Person, Beneficial Ownership of securities representing 20% or more of the combined voting power of the Voting Stock then outstanding, unless such Person acquires Beneficial Ownership of 20% or more of the combined voting power of the Voting Stock then outstanding solely as a result of an acquisition of Voting Stock by the Company which, by reducing the Voting Stock outstanding, increases the proportionate Voting Stock beneficially owned by such Person (together with all Affiliates and Associates of such Person) to 20% or more of the combined voting power of the Voting Stock then outstanding; provided, that if a Person shall become the Beneficial Owner of 20% or more of the combined voting power of the Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the Beneficial Owner of any additional Voting Stock which causes the proportionate voting power of Voting Stock beneficially owned by such Person to increase to 20% or more of the combined voting power of the Voting Stock then outstanding, such Person shall, upon becoming the Beneficial Owner of such additional Voting Stock, be deemed to have become the Beneficial Owner of 20% or more of the combined voting power of the Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company; (b) During any period of two consecutive years (not including any period prior to January 1, 2002), individuals who at the beginning of such period constitute the Board (and any new Director, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority of Directors then constituting the Board; A-5 EXHIBIT A (c) A reorganization, merger or consolidation of the Company is consummated, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock outstanding immediately prior to such reorganization, merger or consolidation, (ii) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the voting power of the outstanding Voting Stock) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) The shareholders of the Company approve (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to any corporation with respect to which, immediately following such sale or other disposition, (A) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock outstanding immediately prior to such sale or other disposition of assets, (B) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the voting power of the outstanding Voting Stock) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. A-6 EXHIBIT A Notwithstanding the foregoing, in no event shall a "Change In Control" be deemed to have occurred (i) as a result of the formation of a Holding Company, or (ii) with respect to Key Employee, if Key Employee is part of a "group," within the meaning of Section 13(d)(3) of the Exchange Act as in effect on August 1, 1997, which consummates the Change In Control transaction. In addition, for purposes of the definition of "Change In Control" a Person engaged in business as an underwriter of securities shall not be deemed to be the "Beneficial Owner" of, or to "beneficially own," any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. As used in the above definition, "Person" shall mean an individual, corporation, partnership, association, trust or any other entity or organization. "Excluded Person" means (i) the Company; (ii) any of the Company's Subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company; or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of any plan described in clause (iv). "Affiliate" and "Associate" have the respective meanings accorded to such terms in Rule 12b-2 under the Exchange Act as in effect on August 1, 1997. A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," securities pursuant to Rule 13d-3 under the Exchange Act as in effect on August 1, 1997. "Voting Stock" means securities of the Company entitled to vote generally in the election of members of the Board. "Board" means the Board of Directors of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Holding Company" means an entity that becomes a holding company for the Company or its businesses as a part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors is, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Stock outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Stock. A-7 IN WITNESS WHEREOF, the Employee, the Employee's Spouse, and Delta have caused this Agreement to be executed as of the day and year first above written. ------------------------------------------ Signature of Employee ------------------------------------------ Signature of Employee's Spouse Delta Air Lines, Inc. By: --------------------------------------- A-8 EXHIBIT B EMPLOYEE GRANTOR TRUST AGREEMENT THIS TRUST AGREEMENT is made and entered into as of the _____ day of ___________, 2002, (this "Trust Agreement"), between ________________________ (hereinafter the "Grantor") and SunTrust Bank (hereinafter the "Trustee"). WITNESSETH WHEREAS, the Grantor desires to establish and maintain a trust to hold certain cash payments actually or constructively received by the Grantor in lieu of certain future payments the Grantor would otherwise be entitled to receive from Delta Air Lines, Inc. (hereinafter referred to as "Delta" or "Company") pursuant to the terms of the nonqualified supplemental benefit plans (or their successors) specified in Schedule A annexed hereto (hereinafter referred to as the "Plans") and the Excess Benefit Agreement between the Grantor and Delta dated _________________(or its successor)(the "Excess Benefit Agreement"); WHEREAS, the trust established by this Trust Agreement is intended to be an irrevocable grantor trust established by the Grantor, with the result that the corpus and income of such trust will be treated for tax purposes as assets and income of the Grantor pursuant to Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the "Code"); WHEREAS, the Grantor has entered into certain agreements with the Company specifying the manner and extent to which amounts he or she will receive as payments from the Trust Fund (as defined below) reduce the payments he or she would otherwise be entitled to receive pursuant to the terms of the Plans or from other arrangements with the Company; and WHEREAS, the Grantor has appointed Delta to act as his or her agent in connection with certain matters pertaining to the administration of the Trust Fund; NOW, THEREFORE, in consideration of the premises and covenants herein contained, the Grantor hereby conveys and assigns to the Trustee, and the successors or assigns of the Trustee, the sum of one dollar ($1.00), the receipt of which is hereby acknowledged by the Trustee, to have and to hold the said sum together with any additions thereto upon the following express trust and with the powers, authorities and discretions hereinafter conferred: ARTICLE 1 ESTABLISHMENT OF TRUST 1.1 Establishment of Trust. The Grantor hereby establishes with the Trustee an irrevocable (except as set forth in Section 1.3 hereof) grantor trust (the "Trust") from which payments will be made to the Grantor. The trust so established shall be governed by the terms and conditions of this Trust Agreement. The Trust evidenced by this Trust Agreement may be referred to as the "________________ Employee Grantor Trust." B-1 EXHIBIT B 1.2 The Trust Fund. The Trust Fund shall consist of such sums of money and other property acceptable to the Trustee as from time to time shall be paid or delivered to or held by the Trustee. Neither the Company nor the Grantor shall have any right to direct the Trustee to return or divert any assets of the Trust Fund before the payment of all Trust obligations with respect to the Grantor. The Trust Fund shall be held by the Trustee and shall be dealt with in accordance with the provisions of this Trust Agreement. All money and other property delivered to the Trustee, all investments and reinvestments made therewith or proceeds thereof, and all earnings and profits thereon, less all payments and charges authorized herein are herein referred to as the "Trust Fund." In addition, as of any date, the Trust Fund shall mean all property held as of such date by the Trustee under this Trust Agreement. 1.3 Status of the Trust. The Trust shall be irrevocable until such time as the Grantor (or, in the event of the Grantor's death, the Grantor's Beneficiaries, as defined in Section 6.8 hereof) and the Administrator provide written certification to the Trustee that all obligations of the Company to the Grantor and his or her Beneficiaries under the Excess Benefit Agreement have been satisfied. The Trust is intended to constitute a grantor trust under which the Grantor is treated as grantor and owner pursuant to Sections 671 through 679 of the Code, and shall be construed accordingly. Neither the Company nor any person other than the Grantor and, in the event of the Grantor's death, the Grantor's Beneficiaries, and the Trustee acting as such, have any right, title or interest in the assets of the Trust Fund. The assets of the Trust Fund shall at no time be subject to the rights of creditors of the Company. 1.4 The Administrator. Delta shall be the "Administrator" for purposes of this Trust and shall have certain powers, rights and duties under this Trust Agreement as described below; provided that, Delta may from time to time designate a person or persons to act as the Administrator on its behalf or to carry out certain duties of the Administrator. Delta will certify in writing to the Trustee from time to time the person or persons authorized to act on behalf of Delta as the Administrator. The Trustee may rely on the latest certificate received without further inquiry or verification. Notwithstanding any provision herein, in the event of a Change In Control of Delta (as defined in the most recently executed Employee Grantor Trust Enrollment Agreement entered into by Delta or the Company and the Grantor), the Grantor may remove Delta (or its successor) and any designee of Delta as Administrator by delivering to both Delta (or its successor) and the Trustee written notice of such removal. The Trustee may rely upon any notice of removal received from the Grantor without further inquiry or verification, unless Delta (or its successor) provides to the Trustee (within ten (10) days following the Trustee's receipt of the notice of removal from the Grantor) written notice certifying that no Change In Control of Delta has occurred, in which case the Trustee will obtain, at the Company's expense, an opinion of counsel, selected by the Grantor, as to whether a Change In Control has occurred. Following receipt of such opinion, the Trustee shall determine whether a Change In Control occurred, and the decision of the Trustee in such case shall be final. In the event the Grantor removes Delta as Administrator, the Grantor shall appoint a successor Administrator, who may be the Grantor, a committee of persons including the Grantor, or such other person or persons as shall be reasonably acceptable to the Trustee, and shall notify the Trustee of the appointment. In such B-2 EXHIBIT B event, the Grantor shall also have the authority to, from time to time, remove the person or persons so appointed and appoint such other person or persons as shall be reasonably acceptable to the Trustee. 1.5 Acceptance. The Trustee accepts the Trust Fund established under this Trust Agreement, agrees to discharge and perform fully and faithfully all of the duties and obligations of the Trustee hereunder, agrees to accept funds delivered to it on behalf of the Grantor, and agrees to hold such funds (and any proceeds from the investment of such funds) in trust in accordance with this Trust Agreement; provided that the Trustee reserves the right to determine whether to accept the transfer of any property other than cash proposed to be transferred to it. ARTICLE 2 DISTRIBUTION OF THE TRUST FUND 2.1 Payment. (a) The Trustee shall hold, manage, invest and reinvest the Trust Fund, shall collect the income therefrom and, after deducting all proper charges, shall pay or apply to or for the benefit of the Grantor (or, in the event of the Grantor's death, the Grantor's Beneficiaries) the net income and principal of the Trust Fund as set forth in Section 2.1(b) and 2.1(c) below. (b) If either (i) Grantor retires or dies prior to January 1, 2004, or (ii) Grantor's employment is terminated prior to January 1, 2004 by reason other than retirement or death, and Grantor is at least age 52 at the time of termination, or will reach age 52 by January 1, 2004, then through January 1, 2004, the Trustee shall make payments from the Trust in accordance with a schedule of payments provided to the Trustee by the Administrator at the time of Grantor's retirement, death or termination of employment which schedule shall be the monthly annuity, determined on an after tax basis, referenced in either Section 3 or 5 , as applicable, of the Excess Benefit Agreement. As soon as practicable after January 1, 2004, the remaining principal of the Trust Fund, together with any undistributed income on hand and accrued income, (such total amount referred to as the "Trust Balance") shall be distributed in one lump sum to the Grantor, if he or she is then living, or to the Beneficiaries if the Grantor's death occurs prior to that date. If Grantor terminates employment with the Company prior to January 1, 2004 for reasons other than death or retirement, and Grantor will not reach his 52nd birthday by January 1, 2004, the Trustee shall pay the Trust Balance to Grantor (or his Beneficiary, in the event of Grantor's death after termination of employment, but prior to his 52nd birthday) in one lump sum as soon as practicable after his 52nd birthday, (or the date he would have reached age 52). (c) If Grantor is still employed with the Company on January 1, 2004, Trustee shall pay the Trust Balance in one lump sum to the Grantor, or his or her Beneficiaries, as the case may be, at the earlier of (a) or (b), where (a) is the date of the Grantor's death, and (b) is the later of either (i) the date of the Grantor's retirement or other termination of employment with the Company on B-3 EXHIBIT B or after age 52; or (ii) if the Grantor's employment with the Company terminates prior to age 52, the Grantor's 52nd birthday. (d) The Administrator shall notify the Trustee of the Grantor's retirement from the Company. The Administrator shall be responsible for providing the Trustee with all necessary information as to the Grantor's current address, beneficiary designations, and the form in which payments are to be made. The Trustee shall incur no liability to the Grantor or any other person interested in the Trust Fund for any action or any omission in reliance upon information provided by the Administrator. 2.2 Tax Distributions. The Trustee shall also distribute to the Grantor at least annually such amount(s), if any, as the Administrator may certify to the Trustee is (are) necessary to pay tax obligations of the Grantor resulting from earnings on the Trust Fund or from additional amounts actually or constructively received by the Grantor from the Company and contributed to the Trust Fund. All income not so paid or applied shall be accumulated and added to principal of the Trust Fund. 2.3 Withdrawal of Company Contributions. The Grantor may, within ten (10) business days of any contribution to the Trust by the Company, make demand upon the Trustee to distribute to the Grantor all or part of such contribution. If such demand is made, Trustee shall make such distribution within three business days, and pay such amounts as directed by the Grantor. 2.4 Special Distribution. If (i) any contribution to the Trust is avoided under any provision of the federal Bankruptcy Code; (ii) return of such amount is demanded of Grantor by the bankruptcy trustee; and (iii) Grantor is legally required to pay such amount, then the Trustee shall make a distribution to Grantor or pay the bankruptcy trustee on behalf of the Grantor an amount equal to the amount required to be paid by Grantor. 2.5 Termination. The Trust shall terminate as of the date all Trust Fund assets have been distributed in accordance with Section 2.1 hereof. 2.6 Notice of Dispute. The Trustee shall make payments pursuant to Section 2.1 hereof. If the Grantor or his or her estate or beneficiary does not receive a payment to which such party believes he, she, or it is entitled under the Trust, such party shall notify the Trustee, in writing, of such entitlement. The Trustee shall, within ten (10) days after receipt of such notice, forward a copy of such notice to the Administrator and the Company. If neither the Administrator nor the Company notifies the Trustee within ten (10) days after the Trustee's receipt of such notice that the party disputes the claim, the Trustee shall make payment under the terms of the Trust as soon as practicable and, in any event, within thirty (30) days after the expiration of said ten (10) day notice period. The Trustee shall provide the parties with written confirmation of the fact and amount of such payment after it is made. B-4 EXHIBIT B 2.7 Resolution of Disputes. If the Administrator or the Company notify the Trustee within said ten (10) day notice period that the party disputes the claim, then, within thirty (30) days after receipt by the Trustee of such notice, the Trustee shall commence an action or proceeding in a court of competent jurisdiction in the nature of an interpleader so that the dispute may be resolved. Such action or proceeding shall be commenced in the federal or state court at the situs of the Trust Fund, subject to removal by any party in accordance with the rules of practice applicable thereto. ARTICLE 3 THE TRUSTEE 3.1 Successor. Any corporation resulting from any merger, conversion, reorganization or consolidation to which any corporation acting as Trustee hereunder shall be a party, or any corporation to which shall be transferred all or substantially all of any such corporation's trust business, shall be the successor of such corporation as Trustee hereunder, without the execution or filing of any instrument or the performance of any further act and shall have the same powers, authorities and discretions as though originally named in this Trust Agreement. 3.2 Resignation; Removal. The Trustee may resign by giving ninety (90) days' advance written notice to the Grantor and the Administrator. The Administrator, as agent for the Grantor, may remove a Trustee by giving ninety (90) days' advance written notice to the Trustee and the Grantor. The Administrator may appoint a successor Trustee by written notice signed by the Administrator and delivered to the Trustee and the Grantor (or, in the event of the Grantor's death, his or her Beneficiaries). If a successor Trustee is not appointed within ninety (90) days of the Trustee's resignation, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor. 3.3 Compensation. The Trustee shall be entitled to such compensation for its services in any fiduciary capacity hereunder as the Administrator, as agent for the Grantor, or the Grantor, and the Trustee may from time to time agree, including minimum fees and additional compensation for special investments and services, notwithstanding that such stipulated compensation shall be no greater than that now in effect or than that provided from time to time under applicable law, and such compensation and reimbursement for reasonable expenses may be paid at any time without court approval. Such compensation shall be paid from the Trust Fund to the extent that it is not paid by the Administrator or the Grantor. 3.4 No Security. No bond or other security shall be required of any trustee in any jurisdiction, whether for the faithful performance of duties, to secure payment of commissions in advance or otherwise, and if, notwithstanding this express direction, any such bond or security shall be required by any law, statute or rule of court, no surety shall be required thereon. B-5 EXHIBIT B ARTICLE 4 TRUSTEE REPORTING 4.1 Reports. The Trustee shall furnish the Administrator with statements of transactions in the Trust and statements of the market value of the Trust Fund at least monthly, and the Administrator and the Grantor with a statement of trust investments including the market value thereof at least annually. The failure of both the Grantor and the Administrator to object to any matter contained in such statements by written notice signed by either the Grantor or the Administrator within ninety (90) days after receipt of the same shall constitute the Grantor's assent to such statements and shall be final and binding as to all matters contained in such statements upon the Grantor, the Administrator as agent for the Grantor, and all persons, whether or not in being, interested in the Trust Fund. In addition, the Grantor may execute a release, with or without an account, approving the administration of the Trust. A release shall discharge the Trustee from any accountability and liability to the Grantor, the Grantor's legal representatives, or any persons, whether or not in being, interested in the Trust Fund, with the same effect as if the account of the Trustee were judicially settled and allowed. 4.2 Information. The Trustee shall also furnish the Administrator or the Grantor with such other information relating to the actual or estimated income of the Trust Fund, including the character of such income, and to estimated taxes resulting from such income as the Trustee and the Administrator may from time to time agree is necessary or desirable to assure appropriate reporting and payment of taxes by or on behalf of the Grantor. 4.3 Right to Examine. The Grantor and the Administrator, or such persons as may be designated by them, shall at any time upon five (5) days' advance written notice to the Trustee have the right to examine, during the normal business hours of the Trustee, all books and records of the Trustee pertaining to the Trust Fund. ARTICLE 5 INVESTMENT AND ADMINISTRATIVE AUTHORITY 5.1 Powers. In addition to any powers conferred by law, the Trustee shall have the following powers, authorities and discretions with respect to any property, real or personal, at any time held under any provision hereof and may exercise the same with sole and absolute discretion and without the order or approval of any court, and the Grantor intends that such powers, authorities and discretions (including the following) be construed in the broadest possible manner: (a) To retain any such property without regard to the proportion any such property or similar property held may bear to the entire amount held and without any obligation to diversify the same, whether or not the same is of the kind in which fiduciaries are authorized by law or any rule of court to invest funds; B-6 EXHIBIT B (b) To sell, transfer or exchange any such property upon such terms and conditions as may be deemed advisable, at public or private sale, for cash or on credit for such period of time as may be deemed advisable, or partly for cash and partly on credit, and with or without security, without obligation to "test the market" by soliciting offers from a third party or to obtain an appraisal to establish the value thereof; and the purchaser of such property shall have no obligation to inquire as to the use or application of the proceeds of sale; to exchange any property held hereunder upon such terms and conditions as may be deemed advisable; and to grant warranties, guaranties, indemnities or options with respect to any of the foregoing without regard to the duration of any trust or any time limitation imposed by law; (c) To invest and reinvest in and to acquire, by purchase, exchange or otherwise, property of any character whatsoever, foreign or domestic, or interests or participations therein, including by way of illustration and not of limitation: real property, mortgages, bonds, notes, debentures, certificates of deposit, options, puts, calls, warrants, partnerships, common and preferred stocks, shares or interests in investment trusts, mutual funds or common trust funds (including, without limitation, common trust funds maintained by a corporate fiduciary and other trusts or funds with respect to which the Trustee or its affiliates acts as investment advisor or custodian or provides other services), annuity contracts, futures contracts, forward contracts, short sales and swap contracts; provided such investments may be made without regard to the proportion any such property or similar property held may bear to the entire amount held and without any obligation to diversify, whether or not the same is of the kind in which fiduciaries are authorized by law or any rule of court to invest funds; (d) To participate in and to consent to any plan of reorganization, recapitalization, consolidation, merger, combination, dissolution, liquidation or other similar plan and any action thereunder, including by way of illustration and not of limitation to receive and retain property under any such plan whether or not the same is of the kind in which fiduciaries are authorized by law or any rule of court to invest funds; (e) To deposit any Trust Fund property with any protective, reorganization or similar committee, to delegate discretionary power to any such committee, and to pay part of the expenses and compensation of any such committee and any assessments levied with respect to any property so deposited; (f) To commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings and to settle, compromise, or submit to arbitration and claims, debts, or damages due or owing to or from the Trust; (g) To exercise all conversion, subscription, voting and other rights of whatsoever nature pertaining to any such property and to grant proxies, discretionary or otherwise, with respect thereto; to appoint voting trustees under voting trust agreements B-7 EXHIBIT B and to delegate to such voting trustees the power to vote and all other powers, authorities and discretions usually conferred upon trustees under voting trust agreements; (h) To borrow such sums of money at any time and from time to time for such periods of time upon such terms and conditions from such persons or corporations (including any fiduciary hereunder) for such purposes as may be deemed advisable, and to secure such loans by the pledge or hypothecation of any property held hereunder; and the lender shall have no obligation to inquire as to the application of the sums loaned or as to the necessity, expediency or propriety of the loan and with respect to financial instruments and any group or index of securities (or any interest therein based upon the value thereof), to deposit any property as collateral with any agent and to grant security interests in such collateral; (i) To register and hold any property of any kind, whether real or personal, at any time held hereunder in the name of a nominee or nominees and to hold any such personal property in any State; and to receive and keep any stocks, bonds or other securities unregistered or in such condition that title thereto will pass by delivery; (j) To distribute (including in satisfaction of any pecuniary disposition) any property in kind at market value unless otherwise directed herein or in cash, or partly in kind and partly in cash, and, without the consent of any beneficiary, to allocate among the recipients the property distributed in kind (including in satisfaction of any pecuniary disposition) in divided or undivided interests and without any obligation to make proportionate distributions or any obligation to distribute to all recipients property having an equivalent Federal income tax cost; (k) To allocate to principal all dividends and distributions payable in property or in stocks, bonds or other securities whether of the disbursing company or another company; (l) After the termination of the Trust hereunder to exercise all the powers, authorities and discretions herein conferred until the complete distribution of the property held hereunder; (m) To accept additional property transferred on behalf of the Grantor; (n) To remove all or any part of the assets of or the situs of administration of the Trust hereunder from one jurisdiction to another jurisdiction, either within or without the United States of America, at any time or from time to time; (o) To employ investment counsel, accountants, depositories, custodians, brokers, consultants, agents, attorneys and other employees, irrespective of whether any person or entity so employed shall be a fiduciary hereunder or shall be a corporate affiliate of a fiduciary hereunder and irrespective of whether any entity so employed shall B-8 EXHIBIT B be one in which a fiduciary hereunder shall be a partner, stockholder, director, officer or corporate affiliate or shall have any interest, and to pay the usual compensation for such services out of principal or income as may be deemed advisable; and such compensation may be paid without diminution of or charging the same against the commissions or compensation of any fiduciary hereunder; and any fiduciary who shall be a partner, stockholder, director, officer or corporate affiliate in any such entity shall nevertheless be entitled as partner, stockholder, director, officer or corporate affiliate to receive such fiduciary's share of the compensation paid to such entity; (p) To exercise any and all of the powers, authorities and discretions conferred hereunder in respect of any securities of any corporate fiduciary acting hereunder, or in respect of any securities of any holding company or corporation owning securities of any corporate fiduciary acting hereunder; and (q) To act in any jurisdiction where permitted by law, or to designate one or more persons or a corporation to be ancillary fiduciary who shall serve without bond or security in any jurisdiction in which ancillary administration may be necessary; and to negotiate and determine the compensation to be paid to such ancillary fiduciary whether or not any compensation would otherwise be authorized by law, and to pay such compensation out of principal or income or both; and such ancillary fiduciary shall have with respect to any and all property subject to the ancillary administration all powers, authorities and discretions granted in this Article; provided, however, that any action which may require the investment of additional funds or the assumption of additional obligations shall not be undertaken without prior written consent of the fiduciary or fiduciaries acting hereunder; and if by reason of the law of any jurisdiction in which it may be necessary to perform any act any fiduciary hereunder may be disqualified from acting, then all of the acts required to be performed in such jurisdiction may be performed by such fiduciary's qualified co-fiduciary or co-fiduciaries then acting hereunder. 5.2 Additional Authority. Notwithstanding the provisions of Section 5.1 hereof: (r) The Administrator, as agent for the Grantor, shall have the authority to establish and deliver to the Trustee from time to time written investment guidelines setting forth the parameters within which the Trustee shall exercise its discretionary authority with respect to the investment of the Trust Fund subject to the restrictions on investments set forth above, and the Trustee shall have no liability to the Administrator, the Company, the Grantor or any other person interested in the Trust Fund for any action or any omission in reliance upon such guidelines; (s) The Administrator, as agent for the Grantor, is authorized to receive any disclosures or other notices delivered by the Trustee with respect to the investment of the Trust Fund in shares or interests in investment trusts or mutual funds with respect to which the Trustee or any of its affiliates acts as investment advisor or custodian or provides other services; B-9 EXHIBIT B (t) In no event may the Trust Fund be invested in securities (including stocks or rights to acquire stock) or obligations issued by the Company, other than a de minimus amount held in common investment vehicles in which the Trustee invests; and (u) The Trustee and its affiliates shall discharge their duties with respect to the Trust Fund solely in the interest of the Grantor and his or her Beneficiaries, for the exclusive purpose of accumulating assets to make distributions as provided in Article 2 hereunder and paying the reasonable expenses of administering the Trust. ARTICLE 6 GENERAL PROVISIONS 6.1 Governing Law. This Trust Agreement and the Trust created hereunder shall be construed, regulated and governed in all respects, not only as to administration but also as to validity and effect, by the laws of the State of Georgia in effect from time to time, without regard to its conflict of laws rules. 6.2 IRC. The references in this Trust Agreement to the Internal Revenue Code shall mean the Internal Revenue Code of 1986, as amended, and shall include corresponding provisions of all subsequently enacted federal tax laws. 6.3 Severability. Any provision of the Trust Agreement prohibited by law, or which would cause the Trust to any extent to fail or cease to be a grantor trust as described in Section 1.3 hereof, shall be to such extent ineffective, without invalidating the remaining provisions hereof. 6.4 Prohibition of Assignment. Amounts held in the Trust Fund may not be anticipated, assigned, alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process, except to the extent specifically permitted herein. The Grantor's spouse hereby agrees that he or she will not seek, in any Domestic Relations Order (as defined in Section 414(p) of the Code) or otherwise, to have any amounts of the Trust Fund paid or distributed from the Trust prior to the time of distribution or payment stated in Section 2.1 hereof. 6.5 Notice. Any notice required under this Trust Agreement shall be delivered (a) personally, (b) by next day courier service (e.g., Federal Express or UPS), or (c) by certified or registered mail, return receipt requested, addressed as follows (or to such other address as any party may so notify the other party): If to the Trustee: ------------------------------------ ------------------------------------ B-10 EXHIBIT B ------------------------------------ ------------------------------------ If to the Grantor: ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ If to the Administrator: Delta Air Lines, Inc. Attention: Senior Vice President-General Counsel 1030 Delta Boulevard Atlanta, Georgia 30320 Any notice required under this Trust Agreement may be waived by the person entitled to such notice. Any notice to or from the Grantor under this Trust Agreement shall, in the event of the Grantor's death, be provided to or by the Beneficiaries designated by the Grantor under this Trust Agreement. 6.6 Binding Effect. This Trust Agreement shall be binding on all persons entitled to payments from the Trust Fund and their respective heirs and legal representatives, and on the Trustee and its successors. 6.7 Amendment. The Administrator, acting on behalf of the Grantor, may from time to time amend this Trust Agreement in any respect; provided, however, that no such amendment shall (i) change the duties, responsibilities, or compensation of the Trustee without the Trustee's written consent; (ii) cause any amount held in the Trust Fund to be payable to the Company or to any person other than the Grantor, his or her Beneficiaries, his or her estate, or to the Trustee as compensation for services, or reimbursement for payment to its agents; or (iii) otherwise diminish the rights of Grantor. 6.8 Beneficiaries. In general, a Grantor's Beneficiaries shall be the beneficiary or beneficiaries designated by the Grantor. A beneficiary designation under this Trust Agreement shall be made in writing by the Grantor in such manner and on such form as shall be specified by the Administrator, and a designation shall not be effective until it has been filed with the Administrator. In the absence of a beneficiary designation hereunder or the failure of the Beneficiaries to survive, the Beneficiary shall be the Grantor's spouse, if any, and, if none his or her estate. 6.9 Headings. Headings of paragraphs herein are for purposes of information only, and this Trust Agreement is not to be construed with reference thereto. B-11 EXHIBIT B IN WITNESS WHEREOF, the Grantor has hereunto set his or her hand and seal and the undersigned corporate party has caused this Trust Agreement to be executed and its seal affixed hereunto by its officers duly authorized and directed all as of the day and year first above written. -------------------------------------------- Grantor I am aware of and agree to the provisions of this Trust, specifically including the provisions of Section 6.4 hereof -------------------------------------------- Grantor's spouse SunTrust Bank Trustee By: ----------------------------------------- Attest: ------------------------------------- B-12 EXHIBIT B SCHEDULE A 2002 Delta Excess Benefit Plan 2002 Delta Supplemental Excess Benefit Plan B-13 EXHIBIT B STATE OF ) --------------- ) COUNTY OF ) -------------- On this _____ day of ______________, 2002, before me personally came _____________, to me known and known to me to be the same person described in and who executed the foregoing instrument, and acknowledged to me that such person executed the same. GIVEN under my hand and Notarial Seal this ___ day of ___________, 2002. ----------------------------------- Notary Public ----------------------------------- My Commission Expires: B-14 EXHIBIT B STATE OF ) --------------------------- ) COUNTY OF ) -------------------------- On this _____ day of _______________, 2002, before me personally came _____________, to me known, who, being by me duly sworn, did depose and say that such person resides at _______________________________________________in the City of ________, County of _______________, State of ___________________; that such person is a _______________________ of Suntrust Bank, the corporation described in and which executed the foregoing instrument; that such person knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that such person signed such person's name thereto by like order. GIVEN under my hand and Notarial Seal this ___ day of _______________, 2002. ---------------------------------- Notary Public My Commission Expires: ------------- B-15 EXHIBIT C BENEFICIARY DESIGNATION EMPLOYEE GRANTOR TRUST I understand that, pursuant to Section 5 of my Excess Benefit Agreement, assets of the ______________Employee Grantor Trust (the "Grantor Trust")will be applied to reduce survivor benefits payable on my behalf under the nonqualified supplemental benefit plans specified in Schedule A attached to the Grantor Trust (the "Plans") and my Excess Benefit Agreement. I specifically understand that the supplemental monthly survivor benefit otherwise payable to my spouse and other eligible family members under the Plans and my Excess Benefit Agreement will be so reduced regardless of whether my spouse is named as a beneficiary under this Trust, to the extent described in said Section 5. I understand that my spouse must consent to the designation of any beneficiary other than my spouse. I further understand that in the event any beneficiary does not survive me, any remaining assets of the Grantor Trust will be paid to my spouse, if any, or if none, my estate. Name of Beneficiary: ----------------------------------------------------------- Social Security Number: -------------------------------------------------------- Address: ----------------------------------------------------------------------- Beneficiary Share: ------------------------------------------------------------- Name of Beneficiary: ----------------------------------------------------------- Social Security Number: -------------------------------------------------------- Address: ----------------------------------------------------------------------- Beneficiary Share: ------------------------------------------------------------- Name of Beneficiary: ----------------------------------------------------------- Social Security Number: -------------------------------------------------------- Address: ----------------------------------------------------------------------- Beneficiary Share: ------------------------------------------------------------- C-1 EXHIBIT C Name of Beneficiary: ----------------------------------------------------------- Social Security Number: -------------------------------------------------------- Address: ----------------------------------------------------------------------- Beneficiary Share: ------------------------------------------------------------- - ---------------------------------- ------------------------------------- Date Signature of Employee - ---------------------------------- Witness C-2 EXHIBIT D CONSENT OF SPOUSE I understand that my spouse has designated someone other than myself as a beneficiary of the Grantor Trust. By signing below, I give my consent to the designation of the beneficiary(ies) on the Beneficiary Designation Employee Grantor Trust form. I am aware that in the event of my spouse's death, I will not receive that part of the Grantor Trust assets designated for other beneficiaries. I also understand that pursuant to Section 5 of my Spouse's Excess Benefit Agreement, the supplemental monthly survivor benefit otherwise payable to me and other eligible family members under the nonqualified supplemental benefit plans specified in Schedule A attached to the Grantor Trust and my spouse's Excess Benefit Agreement will be reduced as provided in said Section 5 by amounts in the Grantor Trust regardless of whether or not I am named as a beneficiary under the Grantor Trust. - ---------------------------------- ------------------------------------- Date Signature of Employee's Spouse - ---------------------------------- Administrator or Notary Public D-1 EX-12 6 g76008ex12.txt EXHIBIT 12 COMPUTATION OF RATIO OF EARNINGS EXHIBIT 12 DELTA AIR LINES, INC. STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS (LOSS) TO FIXED CHARGES (IN MILLIONS, EXCEPT RATIOS)

Three Months Three Months Ended Ended March 31 March 31 2002 2001 ------------ ------------ Earnings (loss) Earnings (loss) before income taxes $(602) $(222) Add (deduct) Fixed charges from below 316 282 Interest capitalized (5) (9) ----- ----- Earnings (loss) as adjusted $(291) $ 51 Fixed charges Interest expense $ 157 $ 120 Portion of rental expense representative of the interest factor 159 162 ----- ----- Total fixed charge $ 316 $ 282 Ratio of earnings (loss) to fixed charges (1) (0.92) 0.18

(1) Fixed charges exceeded our adjusted earnings (loss) by $607 million in 2002 and $231 million in 2001. EX-15 7 g76008ex15.txt EXHIBIT 15 LETTER FROM DELOITTE & TOUCHE LLP EXHIBIT 15 [LETTERHEAD OF DELOITTE & TOUCHE LLP] May 14, 2002 Delta Air Lines, Inc. Atlanta, Georgia We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Delta Air Lines, Inc. and subsidiaries for the period ended March 31, 2002, as indicated in our report dated April 19, 2002; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, is being incorporated by reference in Registration Statement Nos. 2-94541 and 333-65218 on Form S-3 and Registration Statement Nos. 33-30454, 33-65391, 333-16471, 333-46904, 333-48718, 333-49553, 333-73856, and 333-92291 on Form S-8. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statements prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

                                                                    EXHIBIT 10.1



                         2002 DELTA EXCESS BENEFIT PLAN

                                    SECTION 1

         Introduction. Delta Air Lines, Inc. (the "Company") has established and
maintained the Delta Family-Care Retirement Plan (the "Retirement Plan") as a
qualified retirement plan under Section 401 of the Internal Revenue Code of
1986, as amended ("the Code"), for the purpose of providing retirement benefits
to employees of the Company. Restrictions on qualified retirement plan
contributions and benefits under Section 415 of the Code may prevent certain of
the Company's officers and key employees (together "Key Employees") from
receiving the retirement income to which they would otherwise be entitled under
the Retirement Plan. To provide for the payment of such retirement benefits that
may not be provided for Key Employees in the qualified plan, the Company
implemented a non-qualified excess benefit plan to provide the shortfall, which
has been referred to as the Delta Excess Benefit Plan (the "Excess Benefit
Plan"). The Excess Benefit Plan was previously restated in 1986 and 1991, and
hereby is restated as the 2002 Delta Excess Benefit Plan. The provisions hereof
shall apply only to Employees whose employment terminates on or after February
1, 2002. The rights and benefits, if any, of a former Employee whose employment
terminated before such date, and who is not reemployed after such date shall be
determined solely in accordance with either the 1986 Delta Excess Benefit Plan
or the 1991 Delta Excess Benefit Plan, as amended, as in effect on the date of
his or her termination of employment.

                                    SECTION 2

         Nature of Plan. The Plan is a non-qualified excess benefit plan
covering only Key Employees who are affected by the limitations imposed under
Section 415 of the Code.


Accordingly, this Plan constitutes an "excess benefit plan" as that term is
defined in Section 3(36) of the Employee Retirement Income Security Act of 1974
("ERISA") and is intended to be exempt from coverage under ERISA pursuant to
ERISA Sections 4(b)(5) and 4021.

                                    SECTION 3

         Eligibility. The Personnel & Compensation Committee of the Board of
Directors of Delta Air Lines, Inc. (the "Committee") has the sole authority to
designate which of the Company's employees are Key Employees for purposes of
this Plan; however, all employees who participate in the 2002 Delta Supplemental
Excess Benefit Plan shall automatically be designated as Key Employees under
this Plan without further action by the Committee. No Key Employee shall have
rights under the Plan unless such Key Employee enters into an Excess Benefit
Agreement, and such rights will be determined under that Agreement. Except as
provided in Section 6, once an employee is a Key Employee, and has entered into
an Excess Benefit Agreement, the employee will always remain a Key Employee for
purposes of the Plan until all benefits provided under such Excess Benefit
Agreement have been satisfied.

                                    SECTION 4

         Incorporation of Retirement Plan. The terms of the Retirement Plan as
of July 1, 2002 are hereby incorporated into this Plan by reference. The
provisions of any future amendments to that plan shall also be incorporated
automatically into this Plan by reference, except that changes in the Retirement
Plan which reduce benefits (other than changes as may be required by law and the
reduction or elimination of the right, if any, to receive post retirement
benefit increases from the Retirement Plan solely as the result of increases in
the qualified plan payment limit under Section


                                     - 2 -


415 (b) of the Code, whether such increases are the result of cost of living
adjustments or statutory change) shall be incorporated as to any individual Key
Employee only if advance notice of such proposed reduction is given to the Key
Employee and the Key Employee agrees to an amendment of his or her Excess
Benefit Agreement to incorporate the reduction of benefit. The incorporation of
the Retirement Plan into this Plan is not intended to modify any provision of
this Plan or alter in any way any rights a Key Employee has under the Plan. The
benefits provided under this Plan shall be governed only by the provisions
hereof and the Excess Benefit Agreement. Unless indicated otherwise, capitalized
terms in this Plan shall have the meaning given those terms in the Retirement
Plan.

                                    SECTION 5

         Excess Benefit Agreement. Each Key Employee shall be offered the
opportunity to enter into an Excess Benefit Agreement for the purpose of
providing to such employee the retirement benefit that would have been provided
under the Retirement Plan but for limitations of Section 415 of the Code. The
benefits payable to each Key Employee or his or her Spouse under this Plan shall
be governed exclusively by the Excess Benefit Agreement entered into with such
Key Employee.

                                    SECTION 6

         Certain Restrictions. Unless waived by the Committee under
circumstances it deems appropriate or deemed waived pursuant to an agreement
between the Company and a Key Employee, if a Key Employee terminates active
employment with the Company prior to his or her Normal Retirement Date and
within two years of such termination directly or indirectly provides


                                     - 3 -


management or executive services (whether as a consultant, advisor, officer or
director) to any individual, corporation, partnership, association, trust or any
other entity or organization which is in direct and substantial competition with
the air transportation business of the Company or any of its subsidiaries, then

         (a)      if benefits under this Plan shall have not yet commenced, no
benefits shall be paid under this Plan to such Key Employee, his or her Spouse,
Eligible Family Member or beneficiary;

         (b)      if benefits under this Plan have commenced, no further
benefits shall be paid;

         (c)      if benefits under this Plan shall have not yet commenced, and
if the Key Employee has established an Employee Grantor Trust (as defined in
Section 7), within 30 days after the Committee makes a determination hereunder,
the Key Employee, or his or her Spouse, shall repay the Company in cash an
amount equal to the Liquidated Damages (as defined below); and

         (d)      if benefits under this Plan have commenced, and if the Key
Employee has established an Employee Grantor Trust, within 30 days after the
Committee makes a determination hereunder, the Key Employee, or his or her
Spouse, shall repay the Company in cash an amount equal to the Liquidated
Damages less the present value as of the date of repayment of the benefits
already paid under this Plan.

         For purposes of this Section 6, "Liquidated Damages" shall mean the sum
of:


                                     - 4 -


         (A)      the sum of (x) all contributions (if any) made by the Company
to such trust, and (y) all related amounts with respect to such contributions
withheld by the Company for the purpose of satisfying tax withholding
requirements; and

         (B)      the amount that would have been earned with respect to such
contributions had such amounts been invested in an interest-bearing account,
compounded annually, using an interest rate equal to the sum of (i) the prime
rate as published in the Wall Street Journal on the date such contribution was
made to the trust and (ii) 2%.

         Because of the broad and extensive scope of the Company's air
transportation business, the restrictions contained in this provision are
intended to extend to management or executive services which are directly
related to the provision of air transportation services into, within or from the
United States, as no smaller geographical restriction will adequately protect
the legitimate business interest of the Company.

                                    SECTION 7

         Funding of Benefit. The benefits provided by this Plan shall be paid,
as they become due, from the Company's general assets or by such other means as
the Company deems advisable. To the extent Key Employees acquire the right to
receive payments from the Company under this Plan, such right shall be no
greater than that of a general creditor of the Company. In the event that the
Company, in its sole discretion, establishes a reserve or bookkeeping account
for benefits payable under this Plan, the Key Employees shall have no
proprietary or security interest in any such reserve or account. The Company may
create a trust or trusts in order to fund the benefits


                                     - 5 -


created hereunder. Benefits shall be payable from such trusts only as and to the
extent provided therein. Any benefit payable under the terms of this Plan shall
be subject to offset and reduction as provided in a Key Employee's Excess
Benefit Agreement by amounts in, or deemed to be in, any Employee Grantor Trust
established by such Key Employee in accordance with such Agreement.

                                    SECTION 8

         Nonassignability of Benefits. No benefit payable under this Plan may be
assigned, transferred, encumbered or subjected to any legal process for the
payment of any claim against any Key Employee or his or her Spouse.

                                    SECTION 9

         No Right to Continued Employment. Nothing in this Plan shall be deemed
to give any Key Employee the right to be retained in the service of the Company.

                                   SECTION 10

         Administration of Plan. The Committee shall have full power and
authority to administer this Plan. The Committee and its agents shall not be
liable to any person for any action taken or omitted in connection with the
administration of this Plan. If any Key Employee who is denied benefits under
this Plan believes he is entitled to benefits hereunder, he may request in
writing, a review of the denial by the Committee or its designee within 60 days
of receiving written notice of the denial. If no request for review is received
by the Committee within 60 days of the receipt of the written denial, the denial
shall be final and binding upon the Company and the Key Employee.


                                     - 6 -


The Committee shall respond in writing to a written request for review within 60
days of receipt of such request.

         Any controversy or claim arising out of, or relating to this Plan, any
Excess Benefit Agreement entered between the Company and a Key Employee, or any
trust established under Section 7, which is not settled by agreement between the
Company and the affected Key Employee, shall be settled by a single arbitrator
to be named by agreement between the Company and such Key Employee or, if the
parties cannot agree within thirty (30) days of a request for arbitration, by an
arbitrator appointed by the American Arbitration Association at the request of
either party. Such arbitration shall be conducted in Atlanta, Georgia, in
accordance with the Federal Arbitration Act and the Rules of the American
Arbitration Association. The Company, the Key Employee, and his or her Spouse,
if any, and the trustee of any trust established under Section 7 shall be bound
by the award rendered in such arbitration, and judgment under the award may be
entered in any court having jurisdiction. All reasonable expenses (including,
without limitation, legal fees and expenses) incurred by the Key Employee in
connection with, or in prosecuting or defending, any claim or controversy
arising out of or relating to this Plan shall be paid by the Company, unless the
Key Employee fails to recover any benefits in such claim or controversy and the
Company receives a written opinion of independent legal counsel, selected by the
Board of Directors of the Company, to the effect that such expenses were not
incurred by the Key Employee in good faith. Pending any such determination, such
expenses shall be paid by the Company on a monthly basis upon submission of
invoices for such expenses and upon an undertaking by the Key Employee to repay
to the Company amounts so advanced if the Key Employee is not awarded any
benefits in any such claim or controversy and it is also determined


                                     - 7 -


by such independent legal counsel that the expenses were not incurred by the Key
Employee in good faith. If a Key Employee is not alive, the right and
obligations to arbitrate any and all claims or controversies arising out of this
Plan, or any Excess Benefit Agreement or trust described above, shall pass to
the surviving Spouse affected by such claim or controversy who shall be bound by
the requirements stated herein. The Company hereby stipulates that this Plan
evidences a transaction involving commerce and that arbitration is the exclusive
remedy for any dispute arising out of this Plan, any Excess Benefit Agreement
entered into between the Company and a Key Employee, or any trust established
under Section 7.

                                   SECTION 11

         Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to its conflict
of laws rules.

                                   SECTION 12

         Successors. This Plan shall be binding upon the successors of the
Company.

                                   SECTION 13

         Notice. All notices, requests, demands and other communications under
this Plan, shall be in writing and shall be delivered personally (including by
courier) or mailed by certified mail, return receipt requested. Refusal to
acknowledge receipt of such notice shall constitute receipt of such notice upon
the date it is returned to the sender. Any notice under this Plan shall be sent
to Key Employee, Spouse, his Eligible Family Member or beneficiary at the last
known address of such person as reflected in the Company's records. Notice to
the Company or the Committee shall be sent to:


                                     - 8 -


         Delta Air Lines, Inc.
         Law Department
         1030 Delta Boulevard
         Atlanta, Georgia 30320
         Attention: Senior Vice President-General Counsel

                                   SECTION 14

         Amendment and Termination. This Plan may be terminated or amended by
resolution of the Company's Board of Directors, but no such termination or
amendment shall affect benefits under an Excess Benefit Agreement entered into
by the Company under this Plan without the written consent of the Key Employee
that is a party to such Agreement.

                                   SECTION 15

         Change In Control. In the event of a Change In Control, as defined
below, a Key Employee's rights shall be determined under his or her Excess
Benefit Agreement.

         For purposes of this Plan, a Change In Control means, and shall be
deemed to have occurred upon, the first to occur of any of the following events:

                           (a)      Any Person (other than an Excluded Person)
                  acquires, together with all Affiliates and Associates of such
                  Person, Beneficial Ownership of securities representing 20% or
                  more of the combined voting power of the Voting Stock then
                  outstanding, unless such Person acquires Beneficial Ownership
                  of 20% or more of the combined voting power of the Voting
                  Stock then outstanding solely as a result of an acquisition of
                  Voting Stock by the Company which, by reducing the Voting
                  Stock outstanding, increases the proportionate Voting Stock
                  beneficially owned by


                                     - 9 -


                  such Person (together with all Affiliates and Associates of
                  such Person) to 20% or more of the combined voting power of
                  the Voting Stock then outstanding; provided, that if a Person
                  shall become the Beneficial Owner of 20% or more of the
                  combined voting power of the Voting Stock then outstanding by
                  reason of such Voting Stock acquisition by the Company and
                  shall thereafter become the Beneficial Owner of any additional
                  Voting Stock which causes the proportionate voting power of
                  Voting Stock beneficially owned by such Person to increase to
                  20% or more of the combined voting power of the Voting Stock
                  then outstanding, such Person shall, upon becoming the
                  Beneficial Owner of such additional Voting Stock, be deemed to
                  have become the Beneficial Owner of 20% or more of the
                  combined voting power of the Voting Stock then outstanding
                  other than solely as a result of such Voting Stock acquisition
                  by the Company;

                           (b)      During any period of two consecutive years
                  (not including any period prior to January 1, 2002),
                  individuals who at the beginning of such period constitute the
                  Board (and any new Director, whose election by the Board or
                  nomination for election by the Company's stockholders was
                  approved by a vote of at least two-thirds of the Directors
                  then still in office who either were Directors at the
                  beginning of the period or whose election or nomination for
                  election was so approved), cease for any reason to constitute
                  a majority of Directors then constituting the Board;

                           (c)      A reorganization, merger or consolidation of
                  the Company is consummated, in each case, unless, immediately
                  following such reorganization,


                                     - 10 -


                  merger or consolidation, (i) more than 50% of, respectively,
                  the then outstanding shares of common stock of the corporation
                  resulting from such reorganization, merger or consolidation
                  and the combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors is then beneficially owned, directly
                  or indirectly, by all or substantially all of the individuals
                  and entities who were the beneficial owners of the Voting
                  Stock outstanding immediately prior to such reorganization,
                  merger or consolidation, (ii) no Person (but excluding for
                  this purpose any Excluded Person and any Person beneficially
                  owning, immediately prior to such reorganization, merger or
                  consolidation, directly or indirectly, 20% or more of the
                  voting power of the outstanding Voting Stock) beneficially
                  owns, directly or indirectly, 20% or more of, respectively,
                  the then outstanding shares of common stock of the corporation
                  resulting from such reorganization, merger or consolidation or
                  the combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors and (iii) at least a majority of the
                  members of the board of directors of the corporation resulting
                  from such reorganization, merger or consolidation were members
                  of the Board at the time of the execution of the initial
                  agreement providing for such reorganization, merger or
                  consolidation; or

                           (d) The shareholders of the Company approve (i) a
                  complete liquidation or dissolution of the Company or (ii) the
                  sale or other disposition of all or substantially all of the
                  assets of the Company, other than to any corporation with


                                     - 11 -


                  respect to which, immediately following such sale or other
                  disposition, (A) more than 50% of, respectively, the then
                  outstanding shares of common stock of such corporation and the
                  combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors is then beneficially owned, directly
                  or indirectly, by all or substantially all of the individuals
                  and entities who were the beneficial owners of the Voting
                  Stock outstanding immediately prior to such sale or other
                  disposition of assets, (B) no Person (but excluding for this
                  purpose any Excluded Person and any Person beneficially
                  owning, immediately prior to such sale or other disposition,
                  directly or indirectly, 20% or more of the voting power of the
                  outstanding Voting Stock) beneficially owns, directly or
                  indirectly, 20% or more of, respectively, the then outstanding
                  shares of common stock of such corporation or the combined
                  voting power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors and (C) at least a majority of the members of the
                  board of directors of such corporation were members of the
                  Board at the time of the execution of the initial agreement or
                  action of the Board providing for such sale or other
                  disposition of assets of the Company.

         Notwithstanding the foregoing, in no event shall a "Change In Control"
be deemed to have occurred (i) as a result of the formation of a Holding
Company, or (ii) with respect to Key Employee, if Key Employee is part of a
"group," within the meaning of Section 13(d)(3) of the Exchange Act as in effect
on August 1, 1997, which consummates the Change In Control transaction. In
addition, for purposes of the definition of "Change In Control" a Person engaged


                                     - 12 -


in business as an underwriter of securities shall not be deemed to be the
"Beneficial Owner" of, or to "beneficially own," any securities acquired through
such Person's participation in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.

         As used in the above definition, "Person" shall mean an individual,
corporation, partnership, association, trust or any other entity or
organization. "Excluded Person" means (i) the Company; (ii) any of the Company's
Subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of the
Company, any of its Subsidiaries or a Holding Company; or (v) any Person
organized, appointed or established by the Company, any of its Subsidiaries or a
Holding Company for or pursuant to the terms of any plan described in clause
(iv). "Affiliate" and "Associate" have the respective meanings accorded to such
terms in Rule 12b-2 under the Exchange Act as in effect on August 1, 1997. A
Person shall be deemed the "Beneficial Owner" of, and shall be deemed to
"beneficially own," securities pursuant to Rule 13d-3 under the Exchange Act as
in effect on August 1, 1997. "Voting Stock" means securities of the Company
entitled to vote generally in the election of members of the Board. "Board"
means the Board of Directors of the Company. "Exchange Act" means the Securities
Exchange Act of 1934, as amended. "Holding Company" means an entity that becomes
a holding company for the Company or its businesses as a part of any
reorganization, merger, consolidation or other transaction, provided that the
outstanding shares of common stock of such entity and the combined voting power
of the then outstanding voting securities of such entity entitled to vote
generally in the election of directors is, immediately after such
reorganization, merger, consolidation or other transaction, beneficially owned,
directly or indirectly, by all or substantially


                                     - 13 -


all of the individuals and entities who were the beneficial owners,
respectively, of the Voting Stock outstanding immediately prior to such
reorganization, merger, consolidation or other transaction in substantially the
same proportions as their ownership, immediately prior to such reorganization,
merger, consolidation or other transaction, of such outstanding Voting Stock.

         This Plan is hereby executed as of the date shown below, pursuant to
authorization by the Board of Directors of the Company.

                                     DELTA AIR LINES, INC.



                                     By:
                                          --------------------------------------
                                          Leo F. Mullin
                                          Chairman of the Board and
                                          Chief Executive Officer

                                     Date
                                         ---------------------------------------


                                     - 14 -

EX-10.2

                                                                    EXHIBIT 10.2


                   2002 DELTA SUPPLEMENTAL EXCESS BENEFIT PLAN


                                    SECTION 1

         Introduction. Delta Air Lines, Inc. (the "Company") has established and
maintained the Delta Family-Care Retirement Plan (the "Retirement Plan") as a
qualified retirement plan under Section 401 of the Internal Revenue Code of
1986, as amended (the "Code"), for the purpose of providing retirement benefits
to employees of the Company. Restrictions on qualified retirement plans under
the Code, other than Section 415, may prevent certain of the Company's key
personnel ("Key Employees") from receiving the retirement income to which they
would otherwise be entitled under the Retirement Plan.

         The Company has also established and maintained the Delta Family Care
Disability and Survivorship Plan (the "Disability and Survivorship Plan") as a
tax exempt welfare benefit plan, for purposes of providing disability and
survivor benefits to employees of the Company, and their Eligible Family
Members. Restrictions on certain welfare benefit plans under the Code may
prevent Key Employees, their Eligible Family Members and beneficiaries from
receiving the disability and survivor benefits to which they would otherwise be
entitled under the Disability and Survivorship Plan. The Company also wishes to
provide additional life insurance benefits in the form of an excess lump sum
death benefit hereunder to certain Key Employees which cannot be provided
through the Disability and Survivorship Plan because of nondiscrimination
requirements of the Code.

         Further, in order to attract and retain highly qualified and skilled
management personnel and to reward such personnel for past service, the Company
wishes to provide benefits to certain Key Employees that will not be available
to other Key Employees.


          To provide benefits for Key Employees, their Eligible Family Members
and beneficiaries that cannot be provided under the Retirement Plan and
Disability and Survivorship Plan because of these restrictions, the Company had
established the Delta Supplemental Excess Benefit Plan, which is hereby restated
as the 2002 Delta Supplemental Excess Benefit Plan (the "Plan"). The Plan is not
intended to provide benefits which are provided under the 2002 Delta Excess
Benefit Plan, or any predecessor plan. The provisions hereof shall apply only to
Employees whose employment terminates on or after February 1, 2002. The rights
and benefits, if any, of a former Employee whose employment terminated before
such date, and who is not reemployed after such date shall be determined solely
in accordance with the Delta Supplemental Excess Benefit Plan, as amended, as in
effect on the date of his or her termination of employment.

                                    SECTION 2

         Nature of Plan. The Plan is a non-qualified plan maintained by the
Company for the purpose of providing benefits for a select group of management
or highly compensated employees. Accordingly, this Plan is intended to be exempt
from coverage under certain sections of the Employee Retirement Income Security
Act of 1974 ("ERISA") pursuant to ERISA Sections 4(b)(5), 201(2), 301(a)(3),
401(a)(1), 4021 and applicable regulations.

                                    SECTION 3

         Eligibility. The Personnel & Compensation Committee of the Board of
Directors of Delta Air Lines, Inc. (the "Committee") has the sole authority to
designate which of the Company's employees are Key Employees for purposes of
this Plan; provided, however, the following employees shall each automatically
be deemed to be a Key Employee and no further Committee designation shall be
required: (i) the Chairman of the Board (if an employee of the Company);


                                       2


(ii) any Vice Chairman of the Board who is an employee of the Company; (iii) the
Chief Executive Officer; (iv) the President; (v) the Chief Operating Officer;
(vi) any Executive Vice President; (vii) any Senior Vice President; (viii) any
Vice President; (ix) the Treasurer; (x) the Controller; and (xi) any nonpilot
employee whose Earnings (as defined in the Retirement Plan or Disability and
Survivorship Plan) exceeds the then applicable compensation limit under Section
401(a)(17) of the Code. No Key Employee shall have rights under the Plan unless
such Key Employee enters into an Excess Benefit Agreement, and such rights will
be determined under that Agreement. Except as provided in Section 6, once an
employee is a Key Employee, and has entered into an Excess Benefit Agreement,
the employee will always remain a Key Employee for purposes of the Plan until
all benefits provided under such Excess Benefit Agreement have been satisfied.

                                    SECTION 4

         Incorporation of Retirement Plan and Disability and Survivorship Plan.
The terms of the Retirement Plan as of July 1, 2002 and the Disability and
Survivorship Plan as of July 1, 2002 are hereby incorporated into this Plan by
reference. The provisions of any future amendments to those plans shall also be
incorporated automatically into this Plan by reference, except that changes in
those plans which reduce benefits (other than changes as may be required by law
and the reduction or elimination of the right, if any, to receive post
retirement benefit increases from the Retirement Plan solely as the result of
increases in the qualified plan payment limit under Section 415 (b) of the Code,
whether such increases are the result of cost of living adjustments or statutory
change) shall be incorporated as to any individual Key Employee only if advance
notice of such proposed reduction is given to the Key Employee and the Key
Employee agrees to an amendment of his or her Excess Benefit Agreement to
incorporate the reduction of benefit. The incorporation of the Retirement Plan
and the Disability and Survivorship Plans into this Plan is not


                                       3


intended to modify any provision of this Plan or alter in any way any rights a
Key Employee has under this Plan. The benefits provided under the Plan shall be
governed only by the provisions hereof and the Excess Benefit Agreement. Unless
indicated otherwise, capitalized terms in this Plan shall have the meaning given
those terms in the Retirement and Disability and Survivorship Plans.

                                    SECTION 5

         Plan Benefits.

                  (a)      Each Key Employee shall be offered the opportunity to
enter into an Excess Benefit Agreement for the purpose of providing the benefits
described below to such employee. The amount of benefits payable to such a Key
Employee, his or her Spouse, Eligible Family Members or beneficiaries under this
Plan shall be governed exclusively by the Excess Benefit Agreement entered into
with such Key Employee.

                  (b)      Each Key Employee, upon execution of an Excess
Benefit Agreement, shall be eligible for the benefits described in that
Agreement which benefits shall include, but are not necessarily limited to,
those benefits listed in (i) below (except for participants who are eligible for
benefits under the Delta Pilots Benefit Program) and in addition, may include
benefits listed in (ii) and (iii):

                           (i)      The retirement income, and disability and
         survivor benefits that would have been provided under the Retirement
         Plan and the Disability and Survivorship Plan, as the case may be, but
         for limitations contained in the Code which limit the payment of
         benefits from tax exempt plans (provided, however, benefits under this
         Plan shall not duplicate the benefits provided under the 2002 Delta
         Excess Benefit Plan);


                                       4


                           (ii)     An excess lump sum death benefit, the amount
         of which shall be $50,000 less the amount of the lump sum death benefit
         paid under the Disability and Survivorship Plan; and

                           (iii)    The individual benefits, if any, described
         in each Key Employee's Excess Benefit Agreement which benefits may
         include, but are not limited to, additional or supplemental payments on
         account of retirement, disability, death or employment termination, and
         which benefits may not be available to other Key Employees.

                                    SECTION 6

         Certain Restrictions. Unless waived by the Committee under
circumstances it deems appropriate or deemed waived pursuant to an agreement
between the Company and a Key Employee, if a Key Employee terminates active
employment with the Company prior to his or her Normal Retirement Date and
within two years of such termination directly or indirectly provides management
or executive services (whether as a consultant, advisor, officer or director) to
any individual, corporation, partnership, association, trust or any other entity
or organization which is in direct and substantial competition with the air
transportation business of the Company or any of its subsidiaries, then

         (a)      if benefits under this Plan shall have not yet commenced, no
benefits shall be paid under this Plan to such Key Employee, his or her Spouse,
Eligible Family Member or beneficiary;

         (b)      if benefits under this Plan have commenced, no further
benefits shall be paid;


                                       5


         (c)      if benefits under this Plan shall have not yet commenced, and
if the Key Employee has established an Employee Grantor Trust (as described in
Section 7), within 30 days after the Committee makes a determination hereunder,
the Key Employee, or his or her Spouse, shall repay the Company in cash an
amount equal to the Liquidated Damages (as defined below); and

         (d)      if benefits under this Plan have commenced, and if the Key
Employee has established an Employee Grantor Trust, within 30 days after the
Committee makes a determination hereunder, the Key Employee, or his or her
Spouse, shall repay the Company in cash an amount equal to the Liquidated
Damages less the present value as of the date of repayment of the benefits
already paid under this Plan.

         For purposes of this Section 6, "Liquidated Damages" shall mean the sum
of:

         (A)      the sum of (x) all contributions (if any) made by the Company
to such trust, and (y) all related amounts with respect to such contributions
withheld by the Company for the purpose of satisfying tax withholding
requirements; and

         (B)      the amount that would have been earned with respect to such
contributions had such amounts been invested in an interest-bearing account,
compounded annually, using an interest rate equal to the sum of (i) the prime
rate as published in the Wall Street Journal on the date such contribution was
made to the trust and (ii) 2%.

         Because of the broad and extensive scope of the Company's air
transportation business, the restrictions contained in this provision are
intended to extend to management or executive


                                       6


services which are directly related to the provision of air transportation
services into, within or from the United States, as no smaller geographical
restriction will adequately protect the legitimate business interest of the
Company.

                                    SECTION 7

         Funding of Benefit. The benefits provided by this Plan shall be paid,
as they become due, from the Company's general assets or by such other means as
the Company deems advisable. To the extent Key Employees acquire the right to
receive payments from the Company under this Plan, such right shall be no
greater than that of a general creditor of the Company. In the event that the
Company, in its sole discretion, establishes a reserve or bookkeeping account
for benefits payable under this Plan, the Key Employees shall have no
proprietary or security interest in any such reserve or account. The Company may
create a trust or trusts in order to fund the benefits created hereunder.
Benefits shall be payable from such trusts only as and to the extent provided
therein. Any benefit payable under the terms of this Plan shall be subject to
offset and reduction as provided in a Key Employee's Excess Benefit Agreement by
amounts in, or deemed to be in, any Employee Grantor Trust established by such
Key Employee in accordance with such Agreement.

                                    SECTION 8

         Nonassignability of Benefits. No benefit payable under this Plan may be
assigned, transferred, encumbered or subjected to any legal process for the
payment of any clam against any Key Employee, his or her Spouse, Eligible Family
Member or beneficiary.


                                       7


                                    SECTION 9

         No Right to Continued Employment. Nothing in this Plan shall be deemed
to give any Key Employee the right to be retained in the service of the Company.

                                   SECTION 10

         Administration of Plan. The Committee shall have full power and
authority to administer this Plan. The Committee and its agents shall not be
liable to any person for any action taken or omitted in connection with the
administration of this Plan. If any Key Employee who is denied benefits under
this Plan believes he is entitled to benefits hereunder, he may request, in
writing, a review of the denial by the Committee or its designee within 60 days
of receiving written notice of the denial. If no request for review is received
by the Committee within 60 days of the receipt of the written denial, the denial
shall be final and binding upon the Company and the Key Employee. The Committee
shall respond in writing to a written request for review within 60 days of
receipt of such request.

         Any controversy or claim arising out of, or relating to this Plan, any
Excess Benefit Agreement entered between the Company and a Key Employee, or any
trust established under Section 7, which is not settled by agreement between the
Company and the affected Key Employee, shall be settled by a single arbitrator
to be named by agreement between the Company and such Key Employee or, if the
parties cannot agree within 30 days of a request for arbitration, by an
arbitrator appointed by the American Arbitration Association at the request of
either party. Such arbitration shall be conducted in Atlanta, Georgia, in
accordance with the Federal Arbitration Act and the Rules of the American
Arbitration Association. Except with respect to any claim related to a
disability benefit, the Company, the Key Employee, his or her Spouse, Eligible
Family Members, and beneficiaries, if any, and the trustee of any trust
established under


                                       8


Section 7 shall be bound by the award rendered in such arbitration, and judgment
under the award may be entered in any court having jurisdiction. All reasonable
expenses (including, without limitation, legal fees and expenses) incurred by
the Key Employee in connection with, or in prosecuting or defending, any claim
or controversy arising out of or relating to this Plan shall be paid by the
Company, unless the Key Employee fails to recover any benefits in such claim or
controversy and the Company receives a written opinion of independent legal
counsel, selected by the Board of Directors of the Company, to the effect that
such expenses were not incurred by the Key Employee in good faith. Pending any
such determination, such expenses shall be paid by the Company on a monthly
basis upon submission of invoices for such expenses and upon an undertaking by
the Key Employee to repay to the Company amounts so advanced if the Key Employee
is not awarded any benefits in any such claim or controversy and it is also
determined by such independent legal counsel that the expenses were not incurred
by the Key Employee in good faith. If a Key Employee is not alive, the right and
obligations to arbitrate any and all claims or controversies arising out of this
Plan, or any Excess Benefit Agreement or trust described above, shall pass to
the surviving Spouse, Eligible Family Members or beneficiaries affected by such
claim or controversy who shall be bound by the requirements stated herein. The
Company hereby stipulates that, except as noted above with respect to a claim
involving disability, this Plan evidences a transaction involving commerce and
that arbitration is the exclusive remedy for any dispute arising out of this
Plan, any Excess Benefit Agreement entered into between the Company and a Key
Employee, or any trust established under Section 7.

         Anything in this Section 10 to the contrary notwithstanding, any review
and/or arbitration shall occur within the time limits required for the
particular type of claim under any applicable claims review regulation
promulgated under Section 503 of ERISA.


                                       9


                                   SECTION 11

         Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to its conflict
of laws rules.

                                   SECTION 12

         Successors. This Plan shall be binding upon the successors of the
Company.

                                   SECTION 13

         Notice. All notices, requests, demands and other communications under
this Plan, shall be in writing and shall be delivered personally (including by
courier) or mailed by certified mail, return receipt requested. Refusal to
acknowledge receipt of such notice shall constitute receipt of such notice upon
the date it is returned to the sender. Any notice under this Plan shall be sent
to Key Employee, Spouse, his or her Eligible Family Member or beneficiary at the
last known address of such person as reflected in the Company's records. Notice
to the Company or the Committee shall be sent to:

                           Delta Air Lines, Inc.
                           Law Department
                           1030 Delta Boulevard
                           Atlanta, Georgia  30320
                           Attention: Senior Vice President-General Counsel

                                   SECTION 14

         Amendment and Termination. This Plan may be terminated or amended by
resolution of the Company's Board of Directors, but no such termination or
amendment shall affect benefits under an Excess Benefit Agreement entered into
by the Company under this Plan without the written consent of the Key Employee
that is a party to such Agreement.


                                       10


                                   SECTION 15

         Change In Control. In the event of a Change In Control, as defined
below, a Key Employee's rights shall be determined under his or her Excess
Benefit Agreement.

         For purposes of this Plan, a Change In Control means, and shall be
deemed to have occurred upon, the first to occur of any of the following events:

                           (a)      Any Person (other than an Excluded Person)
                  acquires, together with all Affiliates and Associates of such
                  Person, Beneficial Ownership of securities representing 20% or
                  more of the combined voting power of the Voting Stock then
                  outstanding, unless such Person acquires Beneficial Ownership
                  of 20% or more of the combined voting power of the Voting
                  Stock then outstanding solely as a result of an acquisition of
                  Voting Stock by the Company which, by reducing the Voting
                  Stock outstanding, increases the proportionate Voting Stock
                  beneficially owned by such Person (together with all
                  Affiliates and Associates of such Person) to 20% or more of
                  the combined voting power of the Voting Stock then
                  outstanding; provided, that if a Person shall become the
                  Beneficial Owner of 20% or more of the combined voting power
                  of the Voting Stock then outstanding by reason of such Voting
                  Stock acquisition by the Company and shall thereafter become
                  the Beneficial Owner of any additional Voting Stock which
                  causes the proportionate voting power of Voting Stock
                  beneficially owned by such Person to increase to 20% or more
                  of the combined voting power of the Voting Stock then
                  outstanding, such Person shall, upon becoming the Beneficial
                  Owner of such additional Voting Stock, be deemed to have
                  become the Beneficial Owner of 20% or more of the


                                       11


                  combined voting power of the Voting Stock then outstanding
                  other than solely as a result of such Voting Stock acquisition
                  by the Company;

                           (b)      During any period of two consecutive years
                  (not including any period prior to January 1, 2002),
                  individuals who at the beginning of such period constitute the
                  Board (and any new Director, whose election by the Board or
                  nomination for election by the Company's stockholders was
                  approved by a vote of at least two-thirds of the Directors
                  then still in office who either were Directors at the
                  beginning of the period or whose election or nomination for
                  election was so approved), cease for any reason to constitute
                  a majority of Directors then constituting the Board;

                           (c)      A reorganization, merger or consolidation of
                  the Company is consummated, in each case, unless, immediately
                  following such reorganization, merger or consolidation, (i)
                  more than 50% of, respectively, the then outstanding shares of
                  common stock of the corporation resulting from such
                  reorganization, merger or consolidation and the combined
                  voting power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors is then beneficially owned, directly or indirectly,
                  by all or substantially all of the individuals and entities
                  who were the beneficial owners of the Voting Stock outstanding
                  immediately prior to such reorganization, merger or
                  consolidation, (ii) no Person (but excluding for this purpose
                  any Excluded Person and any Person beneficially owning,
                  immediately prior to such reorganization, merger or
                  consolidation, directly or indirectly, 20% or more of the
                  voting power of the


                                       12


                  outstanding Voting Stock) beneficially owns, directly or
                  indirectly, 20% or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  reorganization, merger or consolidation or the combined voting
                  power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors and (iii) at least a majority of the members of the
                  board of directors of the corporation resulting from such
                  reorganization, merger or consolidation were members of the
                  Board at the time of the execution of the initial agreement
                  providing for such reorganization, merger or consolidation; or

                           (d)      The shareholders of the Company approve (i)
                  a complete liquidation or dissolution of the Company or (ii)
                  the sale or other disposition of all or substantially all of
                  the assets of the Company, other than to any corporation with
                  respect to which, immediately following such sale or other
                  disposition, (A) more than 50% of, respectively, the then
                  outstanding shares of common stock of such corporation and the
                  combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors is then beneficially owned, directly
                  or indirectly, by all or substantially all of the individuals
                  and entities who were the beneficial owners of the Voting
                  Stock outstanding immediately prior to such sale or other
                  disposition of assets, (B) no Person (but excluding for this
                  purpose any Excluded Person and any Person beneficially
                  owning, immediately prior to such sale or other disposition,
                  directly or indirectly, 20% or more of the voting power of the
                  outstanding Voting Stock)


                                       13


                  beneficially owns, directly or indirectly, 20% or more of,
                  respectively, the then outstanding shares of common stock of
                  such corporation or the combined voting power of the then
                  outstanding voting securities of such corporation entitled to
                  vote generally in the election of directors and (C) at least a
                  majority of the members of the board of directors of such
                  corporation were members of the Board at the time of the
                  execution of the initial agreement or action of the Board
                  providing for such sale or other disposition of assets of the
                  Company.

         Notwithstanding the foregoing, in no event shall a "Change In Control"
be deemed to have occurred (i) as a result of the formation of a Holding
Company, or (ii) with respect to Key Employee, if Key Employee is part of a
"group," within the meaning of Section 13(d)(3) of the Exchange Act as in effect
on August 1, 1997, which consummates the Change In Control transaction. In
addition, for purposes of the definition of "Change In Control" a Person engaged
in business as an underwriter of securities shall not be deemed to be the
"Beneficial Owner" of, or to "beneficially own," any securities acquired through
such Person's participation in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.

         As used in the above definition, "Person" shall mean an individual,
corporation, partnership, association, trust or any other entity or
organization. "Excluded Person" means (i) the Company; (ii) any of the Company's
Subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of the
Company, any of its Subsidiaries or a Holding Company; or (v) any Person
organized, appointed or established by the Company, any of its Subsidiaries or a
Holding Company for or pursuant to the terms of any plan described in clause
(iv). "Affiliate" and


                                       14


"Associate" have the respective meanings accorded to such terms in Rule 12b-2
under the Exchange Act as in effect on August 1, 1997. A Person shall be deemed
the "Beneficial Owner" of, and shall be deemed to "beneficially own," securities
pursuant to Rule 13d-3 under the Exchange Act as in effect on August 1, 1997.
"Voting Stock" means securities of the Company entitled to vote generally in the
election of members of the Board. "Board" means the Board of Directors of the
Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holding Company" means an entity that becomes a holding company for the Company
or its businesses as a part of any reorganization, merger, consolidation or
other transaction, provided that the outstanding shares of common stock of such
entity and the combined voting power of the then outstanding voting securities
of such entity entitled to vote generally in the election of directors is,
immediately after such reorganization, merger, consolidation or other
transaction, beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Voting Stock outstanding immediately prior to such
reorganization, merger, consolidation or other transaction in substantially the
same proportions as their ownership, immediately prior to such reorganization,
merger, consolidation or other transaction, of such outstanding Voting Stock.


                                       15


++++++++++++++++++++++++++++++++++++


         This Plan is hereby executed as of the date shown below, pursuant to
authorization by the Board of Directors of the Company.


                                 DELTA AIR LINES, INC.



                                 By:
                                      -----------------------------------------
                                      Leo F. Mullin
                                      Chairman of the Board and
                                      Chief Executive Officer



                                 Date
                                      -----------------------------------------


                                       16

EX-10.3

                                                                    EXHIBIT 10.3


                            EXCESS BENEFIT AGREEMENT


THIS EXCESS BENEFIT AGREEMENT ("Agreement") is made and entered into as of the
_____ day of ___________, 2002, by and between DELTA AIR LINES, INC.
(hereinafter the "Company") and ______________ (hereinafter "Key Employee"):

                                   WITNESSETH:

         WHEREAS, the Company has restated the 1991 Delta Excess Benefit Plan as
the 2002 Delta Excess Benefit Plan and has restated the Delta Supplemental
Excess Benefit Plan as the 2002 Delta Supplemental Excess Benefit Plan (such
restated plans collectively referred to as the "Plans"); and

         WHEREAS, in exchange for participation in the Plans, and on behalf of
himself or herself, and his or her beneficiaries and Eligible Family Members, by
execution of this Agreement, Key Employee agrees that this Agreement supersedes,
terminates and cancels any and all previous excess benefit agreements with the
Company he or she may have entered into; and

         WHEREAS, Key Employee has been selected as a participant in the Plans
in accordance with their terms and has elected to participate in the restated
Plans; and

         WHEREAS, Key Employee has rendered valuable service to the Company in
various executive capacities and the Company believes it is in the best interest
of the Company in seeking to assure itself of Key Employee's continued best
efforts in the future to provide for the payment of full retirement and other
benefits to or on behalf of Key Employee; and

         WHEREAS, various sections of the Internal Revenue Code of 1986 (the
"Code"), including, but not limited to, Sections 79, 401(a)(4), 401(a)(17), 415,
and 505(b) restrict either: (i) compensation that may be taken into account in
determining benefits under a qualified pension plan; (ii) benefits that can be
paid from qualified pension plans; (iii) compensation that may be taken into
account in determining benefits for participants in a Voluntary Employee
Beneficiary Association ("VEBA") described in Section 501(c)(9) of the Code; or
(iv) restrict benefits that can be paid from a VEBA (such limitations
collectively or individually hereinafter referred to as the "Restrictions"); and

         WHEREAS, the Company wishes to make up under nonqualified excess
benefit plans and/or this Agreement any reduction in Key Employee's retirement
income benefit, disability or survivor benefits under either the Delta
Family-Care Retirement Plan (the "Retirement Plan") or the Delta Family-Care
Disability and Survivorship Plan (the "Disability and Survivorship Plan") which
results from the Restrictions, or any other applicable laws, statutes, or
regulations which restrict in any way the benefits that can be paid from a VEBA
or qualified pension plan; and


         WHEREAS, the Board of Directors of the Company has authorized
post-retirement life insurance benefits for senior officers in excess of the
coverage provided to other employees of the Company through the Basic Lump Sum
Death Benefit under the Disability and Survivorship Plan; and

         WHEREAS, certain restrictions imposed by the Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA") prohibit the Company from providing
post-retirement life insurance benefits to officers in excess of that provided
to other employees of the Company; and

         WHEREAS, the Company wishes to make up any such loss of group life
insurance coverage for Key Employee which cannot be provided because of the
TEFRA restrictions; and

         WHEREAS, to the extent Key Employee's benefits under this Agreement
exceed a threshold amount as provided in Section 10 hereof and Key Employee
establishes a grantor trust to which the Company makes contributions, the
Company wishes to provide for reduction of payments from the Plans to Key
Employee, his or her Eligible Family Members or Contingent Annuitant to account
for payments from such trust;

         NOW, THEREFORE, the parties hereby agree as follows:

         1.       Certain Requirements Not Applicable. The parties specifically
acknowledge that this Agreement and Key Employee's participation in the 2002
Delta Supplemental Excess Benefit Plan is unfunded and exempt from certain
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA")
including, but not limited to, parts 2, 3 and 4 of Subtitle B of Title 1 of
ERISA, and is also subject to limited reporting and disclosure requirements of
part 1 of Subtitle B of Title 1 of ERISA. The parties further acknowledge that
the 2002 Delta Excess Benefit Plan is an "excess benefit plan" as defined in
section 3(36) of ERISA and is unfunded and not subject to any provision of
ERISA.

         2.       Incorporation of the Retirement Plan and the Disability and
Survivorship Plan. The terms of the Retirement Plan and the Disability and
Survivorship Plan (both as amended through July 1, 2002) are hereby incorporated
into this Agreement by reference, except that changes in those plans which
reduce benefits (other than changes as may be required by law and the reduction
or elimination of the right, if any, to receive post retirement benefit
increases from the Retirement Plan solely as the result of increases in the
qualified plan payment limit under Section 415(b) of the Code, whether such
increases are the result of cost of living adjustments or statutory change)
shall be incorporated as to Key Employee only if advance notice of such proposed
reduction is given to the Key Employee and the Key Employee agrees to an
amendment of this Agreement to incorporate the benefit reduction. The
incorporation of the Retirement Plan and the Disability and Survivorship Plan is
not intended to modify any provision of this Agreement, and the benefits
provided hereunder shall be governed only by the provisions hereof and the
Plans. Unless indicated otherwise, capitalized terms used in this Agreement
shall have the meaning given those terms in the Retirement Plan and Disability
and Survivorship Plan.


                                     - 2 -


For purposes of this Agreement, "Committee" shall mean the Personnel and
Compensation Committee of the Company's Board of Directors.

         3.       Supplemental Retirement Income. Subject to Sections 8 and 18,
the Company agrees to pay Key Employee, or, in the event of Key Employee's
death, Key Employee's Spouse (or Contingent Annuitant, if applicable) at the
time and in the manner set forth below, supplemental retirement income
("Supplemental Retirement Income") equal to (a) minus (b) where

                  (a)      equals the amount of Early, Normal or Deferred
                           Retirement income benefit or deferred vested pension
                           benefit (whichever is appropriate) payable in the
                           form provided under the Retirement Plan (but ignoring
                           any election of the Level Income Option provided
                           under the Retirement Plan) which Key Employee would
                           receive or survivor benefit which his or her Spouse
                           (or Contingent Annuitant, if applicable) would
                           receive under the Retirement Plan beginning on the
                           Benefit Commencement Date (as defined below in
                           Section 6) if the Restrictions as reflected in the
                           Retirement Plan and the Code were not in effect;

                  (b)      equals the Early, Normal or Deferred Retirement
                           benefit, or deferred vested pension benefit
                           (whichever is appropriate) payable in the form
                           provided under the Retirement Plan (but ignoring any
                           election of the Level Income Option provided under
                           the Retirement Plan) which Key Employee actually
                           receives or survivor benefit which his or her Spouse
                           (or Contingent Annuitant, if applicable) actually
                           receives under the Retirement Plan beginning on the
                           Benefit Commencement Date;

         For purposes of determining benefits under (a) and (b) above, any
Qualified Domestic Relations Order ("QDRO") will be taken into account, such
that the total benefits payable hereunder will not exceed those which would be
payable absent the QDRO.

         The amount of Supplemental Retirement Income paid under this Agreement
prior to January 1, 2004 will be adjusted when and if the amount in (b) above
increases or decreases as a result of a change in the Restrictions, including
cost of living adjustments to such Restrictions.

         If the Benefit Commencement Date with respect to the Supplemental
Retirement Income occurs prior to January 1, 2004, the Supplemental Retirement
Income will be paid as a monthly annuity in accordance with the Plans and the
Retirement Plan until January 1, 2004; provided, however, that regardless of the
Benefit Commencement Date, any Supplemental Retirement Income benefit paid on or
after January 1, 2004 will be paid in cash as a lump sum (the "SRI Lump Sum") as
soon as practicable following the first day of the first month immediately
following the later of (i) the month in which the termination of Key Employee's
employment occurs by retirement or otherwise, or (ii) the month in which Key
Employee's 52nd birthday occurs. If Key Employee terminates employment prior to
age 52, he or she shall not be eligible


                                     - 3 -


for further increases in his or her Supplemental Retirement Income due to
increase in age past age 52. The SRI Lump Sum shall be the present value of the
remaining Supplemental Retirement Income. For purposes of determining the SRI
Lump Sum, the Committee will apply the following assumptions:

                  (1)      a gender specific mortality factor using the 1994
                           Group Annuity Reserving Table which is the product of
                           the 1994 Group Annuity Valuation Table Task Force.
                           ("GAR 94");

                  (2)      an annual interest rate of 4.8%; and

                  (3)      if Key Employee is married, the actual age of the
                           spouse, and if Key Employee selected a Contingent
                           Annuitant Option under the Retirement Plan, the
                           actual age of the contingent annuitant.

         If the Internal Revenue Service (the "IRS") discontinues using GAR 94
to determine the present value of benefits under Section 417(e)(3) of the Code,
the Committee may, in its sole discretion, substitute the mortality table
selected by the IRS to determine such value in place of GAR 94. The Committee
may, in its sole discretion, revise in a reasonable manner the interest rate
assumption in (2) above if substantial increases or decreases (e.g. - 150 basis
points) with respect to commonly used benchmarking rates (e.g. - municipal
bonds) have occurred since the date of this Agreement).

         In addition, the amount of any Supplemental Retirement Income, and
following January 1, 2004, the amount of any SRI Lump Sum, will be reduced by
the Offset Amount. For purposes of this Agreement, the "Offset Amount" shall
mean an amount, calculated as of the date of payment, equal to (A) divided by
(B) where

                  (A)      equals the actual balance in Key Employee's Employee
                           Grantor Trust (as such trust is described in Section
                           10) as of such payment date, and

                  (B)      equals (i) 1 minus (ii) the applicable Post
                           Retirement Tax Rate for Key Employee as described in
                           Section 10.

For this purpose, the balance in Key Employee's Employee Grantor Trust shall be
the actual amount in such trust; provided however, if the amount in the trust is
reduced as the result of payment of a QDRO, or if Key Employee has at any time
made a withdrawal or received a distribution from such trust other than a Tax
Distribution Withdrawal (as defined in Section 10), or a Special Distribution
pursuant to Section 2.4 of Key Employee's Grantor Trust Agreement (a "Special
Distribution"), then the balance in Key Employee's Employee Grantor Trust shall
be deemed to be the sum of (x) the actual amount in such trust, (y) the amount
of any withdrawal from such trust, other than a Tax Distribution Withdrawal or a
Special Distribution, and (z) all Deemed Earnings (as defined in Section 10)
with respect to any particular distribution or withdrawal other than a Tax
Distribution Withdrawal or Special Distribution. In the event of a


                                     - 4 -


Tax Distribution Withdrawal, a Special Distribution or the reduction of the
Trust Balance (as defined in Key Employee's Grantor Trust Agreement) as the
result of payment of any Trustee fees, the balance in Key Employee's Grantor
Trust shall in no event be deemed to include the amount of such distributions or
payment.

         4.       Supplemental Disability Income. Subject to Sections 8 and 18,
the Company agrees to pay Key Employee at the time set forth below a
supplemental monthly disability income ("Supplemental Disability Income") equal
to (a) minus (b), where

                  (a)      equals the monthly disability benefit which the Key
                           Employee would receive under the Disability and
                           Survivorship Plan beginning on the Benefit
                           Commencement Date (as defined below in Section 6) if
                           the Restrictions were not in effect and taking into
                           account his or her elections under the Delta Air
                           Lines, Inc. DELTAFLEX Plan; and

                  (b)      equals the monthly disability benefit which the Key
                           Employee actually receives from the Disability and
                           Survivorship Plan beginning on the Benefit
                           Commencement Date, taking into account his or her
                           elections under the Delta Air Lines, Inc. DELTAFLEX
                           Plan.

         The amount of Supplemental Disability Income paid under this Agreement
will be adjusted as permitted under the Plan and if the amount in (b) above
increases or decreases as a result of a change in the Restrictions.

         In addition, on the first day of the first month following or
coincident with the earlier of Key Employee's retirement or 62nd birthday, the
amount of any Supplemental Disability Income payment will be reduced by the
Offset Amount as of the date of payment; provided, however, that if the
remaining Offset Amount is greater than the amount of the next Supplemental
Disability Income payment, then the next and all subsequent payments of
Supplemental Disability Income (if any) shall not be paid until the sum of such
payments exceeds the Offset Amount.

         5.       Supplemental Monthly Survivor Income. Subject to Sections 8
and 18, the Company agrees to pay to Eligible Family Member(s) (as defined in
the Disability and Survivorship Plan) of Key Employee at Key Employee's death a
supplemental monthly survivor income ("Supplemental Survivor Income") equal to
(a) minus (b), where

                  (a)      equals the monthly survivor benefit which the
                           Eligible Family Member(s) of Key Employee would
                           receive under the Disability and Survivorship Plan
                           beginning on the Benefit Commencement Date (as
                           defined below) as if the Restrictions were not in
                           effect; and


                                     - 5 -


                  (b)      equals the monthly survivor benefit to which the
                           Eligible Family Member(s) of Key Employee actually
                           receives under the terms of the Disability and
                           Survivorship Plan.

         The amount of Supplemental Survivor Income paid under this Agreement
will be adjusted as permitted under the Plan and the Code to account for, inter
alia, changes in the number of Eligible Family Members.

         If Key Employee's death occurs prior to retirement, the amount of any
Supplemental Survivor Income payment will be reduced by the Offset Amount as of
the date of payment; provided, however, that if the remaining Offset Amount is
greater than the amount of the next Supplemental Survivor Income payment, then
the next and all subsequent payments of Supplemental Survivor Income (if any)
shall not be paid until the sum of such payments exceed the Offset Amount. If
Key Employee's death occurs after retirement, the Supplemental Monthly Survivor
Income will be reduced by 50% of the Supplemental Retirement Income, determined
prior to conversion of the Supplemental Retirement Income into the SRI Lump Sum.

         6.       Benefit Commencement Date; Cessation of Benefits. Subject to
Section 18, the Company shall commence payment of the Supplemental Retirement
Income as of the Benefit Commencement Date under the Retirement Plan and the
Supplemental Disability or Survivor Income as of the Benefit Commencement Date
under the Disability and Survivorship Plan. Subject to Section 18, Benefit
Commencement Date under this Agreement shall mean the day that the retirement
income benefit, disability benefit or survivor benefit, as the case may be,
commences under the Retirement Plan or Disability and Survivorship Plan with
respect to Key Employee or his or her Spouse, or Eligible Family Member(s).

         If payment of Supplemental Retirement Income to Key Employee has
commenced prior to January 1, 2004, and prior to such Supplemental Retirement
Income being paid as a SRI Lump Sum, the last of Key Employee or, if applicable,
his or her Spouse or contingent annuitant dies, or if changes in the
Restrictions permit the full benefit due under the Retirement Plan to be paid
from the Retirement Plan and the Retirement Plan assumes such full payment, or
if full payment of retirement or retirement benefits due hereunder have already
been made, the Supplemental Retirement Income will cease at such time.

         Supplemental Disability Income will cease if the full benefit due under
the Disability and Survivorship Plan may be paid from that Plan and the
Disability and Survivorship Plan assumes such full payment or when the Key
Employee is no longer eligible for disability benefits under that Plan.

         Supplemental Survivor Income will cease if the full benefit due under
the Disability and Survivorship Plan may be paid from that plan, and the
Disability and Survivorship Plan assumes full payment of the benefit amount or
when there are no remaining Eligible Family Member(s) under that Plan. Subject
to Section 18, all benefits payable hereunder may cease pursuant to Section 8 at
any time.


                                     - 6 -


         7.       Supplemental Lump Sum Death Benefit. Subject to Sections 8 and
18, the Company agrees to pay to the named beneficiary (as designated by Key
Employee for the Basic Life Benefit under the Disability and Survivorship Plan)
of Key Employee at Key Employee's death, a supplemental lump sum death benefit
in the amount necessary to provide a total lump sum death benefit of $50,000
when combined with the Basic Life Benefit actually provided by the Disability
and Survivorship Plan.

         8.       Certain Restrictions. Subject to Section 18, or unless waived
by the Committee under circumstances the Committee deems appropriate, if a Key
Employee terminates active employment with the Company prior to his or her
Normal Retirement Date and within two years of such termination directly or
indirectly provides management or executive services (whether as a consultant,
advisor, officer or director) to any Person (as defined in Section 18) who is in
direct and substantial competition with the air transportation business of the
Company or any of its subsidiaries, then

                  (a)      if benefits under this Agreement shall have not yet
                           commenced, no benefits shall be paid under this
                           Agreement to such Key Employee, his or her Spouse,
                           Eligible Family Member or beneficiary;

                  (b)      if benefits under this Agreement have commenced, no
                           further benefits under this Agreement shall be paid;

                  (c)      if benefits under this Agreement shall have not yet
                           commenced, and if the Key Employee has established an
                           Employee Grantor Trust, within 30 days after the
                           Committee makes a determination hereunder, the Key
                           Employee, or his or her Spouse, shall repay the
                           Company in cash an amount equal to the Liquidated
                           Damages (as defined below); and

                  (d)      if benefits under this Agreement have commenced, and
                           if the Key Employee has established an Employee
                           Grantor Trust, within 30 days after the Committee
                           makes a determination hereunder, the Key Employee, or
                           his or her Spouse, shall repay the Company in cash an
                           amount equal to the Liquidated Damages less the
                           present value as of the date of repayment of the
                           benefits already paid under this Agreement.

         For purposes of this Section 8, "Liquidated Damages" shall mean the sum
of (A) and (B) where

                  (A)      equals the sum of (x) all contributions (if any) made
                           by the Company to such trust, and (y) all related
                           amounts with respect to such contributions withheld
                           by the Company for the purpose of satisfying tax
                           withholding requirements; and


                                     - 7 -


                  (B)      equals the amount that would have been earned with
                           respect to such contributions had such amounts been
                           invested in an interest-bearing account, compounded
                           annually, using an annual interest rate equal to the
                           sum of (i) the prime rate as published in the Wall
                           Street Journal on the date such contribution was made
                           to the trust and (ii) 2%.

         Because of the broad and extensive scope of the Company's air
transportation business, the restrictions contained in this provision are
intended to extend to management or executive services which are directly
related to the provision of air transportation services into, within or from the
United States, as no smaller geographical restriction will adequately protect
the legitimate business interest of the Company.

         Key Employee acknowledges and agrees that the above provisions and the
measure of Liquidated Damages are both fair and reasonable with respect to both
parties to this Agreement and are not in the nature of a penalty.

         9.       Funding of Benefit. Subject to Section 18 and the offsets
described in this Agreement of amounts, if any, in Key Employee's Employee
Grantor Trust, the benefits provided by this Agreement shall be paid, to the
extent they become due, from the Company's general assets or by such other means
as the Company deems advisable, including a trust or trusts established by the
Company, provided, however, if such trusts are established, benefits shall be
payable from such trusts only as and to the extent provided therein. To the
extent Key Employee acquires the right to receive payments from the Company
under this Agreement, such right shall be no greater than that of a general
creditor of the Company. In the event that the Company in its sole discretion
establishes a reserve or bookkeeping account for the benefits payable under this
Agreement, the Key Employee shall have no proprietary or security interest in
any such reserve or account.

         10.      Employee Grantor Trust. If, as of January 1, 2002, or any
January 1 thereafter, Key Employee's accrued vested Supplemental Retirement
Income payable at age 62 exceeds the sum of $10,000 per year, the Company may,
in the sole discretion of the Committee, contribute cash payments to a "grantor
trust" (as such trust is described in Subpart E of Part I of Subchapter J of
Chapter 1 of Subtitle A of the Code) established by Key Employee (an "Employee
Grantor Trust"). The Company will make such contributions to such Employee
Grantor Trust only if Key Employee enters into an Employee Grantor Trust
Enrollment Agreement with the Company and executes an Employee Grantor Trust
Agreement, a Beneficiary Designation, and a Spousal Consent (each substantially
in the form attached to this Agreement as Exhibit A, B, C, and D, respectively
and collectively the "Trust Enrollment Documents").

         Notwithstanding anything contained herein to the contrary, in the event
that on or prior to April 1, 2002 Key Employee and the Company enter into the
Trust Enrollment Documents, the Company shall


                                     - 8 -


                  (a)      on or before May 1, 2002, contribute to Key
                           Employee's Employee Grantor Trust an amount in cash
                           equal to 60% of the After-Tax Present Value (as
                           defined below) of Key Employee's accrued and vested
                           SRI Lump Sum, as of January 1, 2002, less amounts
                           withheld under tax withholding requirements;

                  (b)      on or before April 1, 2003, contribute to Key
                           Employee's Employee Grantor Trust an amount in cash
                           equal to 80% of the After-Tax Present Value of Key
                           Employee's accrued and vested SRI Lump Sum as of
                           January 1, 2003, less amounts withheld under tax
                           withholding requirements, less the balance of the
                           value of the assets held by Key Employee's Employee
                           Grantor Trust as of January 1, 2003; and

                  (c)      on or before April 1, 2004, contribute to Key
                           Employee's Employee Grantor Trust an amount in cash
                           equal to 100% of the After-Tax Present Value of Key
                           Employee's accrued and vested SRI Lump Sum as of
                           January 1, 2004, less amounts withheld under tax
                           withholding requirements, less the balance of the
                           value of the assets held by Key Employee's Employee
                           Grantor Trust as of January 1, 2004.

         Key Employee shall have the right to withdraw some or all of any amount
contributed by the Company to his or her Employee Grantor Trust during the 10
(ten) business day period immediately following the date of contribution.
Thereafter, Key Employee shall have no right to withdraw all or part of any
contribution, except for a Tax Distribution Withdrawal, as defined later in this
paragraph, or a Special Distribution, as defined in Section 2.1 of the Employee
Grantor Trust Agreement. If during such 10 day period, Key Employee actually
withdraws some or all of the amounts contributed, other than for purposes of
either paying applicable taxes resulting from such contributions or earnings on
such contributions (a "Tax Distribution Withdrawal") or for a Special
Distribution, the Company shall not be obligated to make any more contributions
to such Employee Grantor Trust under paragraphs (b) and/or (c) above of this
Section 10, and for purposes of determining the Offset Amount in accordance with
Sections 3, 4 and 5 of this Agreement, the amounts withdrawn shall be deemed to
have remained in the trust and to have been invested in an interest-bearing
account, compounded annually, using an annual interest rate equal to the sum of
(i) the prime rate as published in the Wall Street Journal on the date such
contribution was made to the trust and (ii) 2% (such amount shall be referred to
as the "Deemed Earnings").

         For purposes of this Section 10, "After-Tax Present Value" shall mean
(A) divided by (B) where

                  (A)      equals the present value of the after-tax value of
                           the Supplemental Retirement Income payable to Key
                           Employee as if he were to retire on the first day of
                           the first month immediately following the month in
                           which his or her 62nd birthday occurs, using the
                           assumptions stated in Section 3 (as


                                     - 9 -


                           they may be revised from time to time) and an
                           aggregate tax rate equal to 38.9% if Key Employee's
                           estimated Final Average Earnings at retirement will
                           equal or exceed $307,050 (indexed in the same manner
                           as are the federal marginal individual income tax
                           rates) and 37.02% if Key Employee's estimated Final
                           Average Earnings at retirement will not exceed that
                           amount, as so indexed (the "Post Retirement Tax
                           Rate"); and

                  (B)      equals (i) 1 minus (ii) the sum of (x) the highest
                           marginal rate of federal individual income tax in
                           effect in the calendar year in which this calculation
                           is to be made, (y) the highest marginal rate of
                           individual income tax in effect in the state and
                           locality of Key Employee's residence (as evidenced by
                           the state and locality used by the Company for
                           withholding with respect to Key Employee's wages) in
                           the calendar year in which this calculation is to be
                           made, net of any federal tax benefits, and (z) the
                           "hospital insurance" component of the Federal
                           Insurance Contributions Act (currently 1.45%) under
                           Section 3101(b) of the Code ("Medicare tax").

         The Committee may appropriately revise such tax rates if the applicable
federal, state or local or Medicare tax rates change.

         11.      Nonassignability of Benefits. No benefit payable under this
Agreement may be assigned, transferred, encumbered or subjected to legal process
for the payment of any claim against Key Employee, his or her Spouse, Eligible
Family Member, or beneficiary.

         12.      No Right to Continued Employment. Nothing in this Agreement
shall be deemed to give Key Employee the right to be retained in the service of
the Company or to deny the Company any right it may have to discharge Key
Employee at any time, subject to the Company's obligation to provide benefits
and amounts as may be required hereunder.

         13.      Arbitration. The parties acknowledge that any claims or
controversy arising out of this Agreement are subject to arbitration in
accordance with the Plans.

         14.      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia without regard to
its conflict of laws rules.

         15.      Successors and Assigns. This Agreement shall be binding upon
the successors and assigns of the parties hereto.

         16.      Amendment. This writing, including any terms or documents
incorporated herein by reference, supersedes and cancels any previous excess
benefit agreement between Key Employee and the Company. This Agreement may not
be modified orally, but only by writing signed by the parties hereto.


                                     - 10 -


         17.      Notice. All notices, requests, demands and other
communications under this Agreement, shall be in writing and shall be delivered
personally (including by courier) or mailed by certified mail, return receipt
requested. Refusal to acknowledge receipt of such notice shall constitute
receipt of such notice upon the date it is returned to the sender. Any notice
under this Agreement shall be sent, as the case may be, to Key Employee, his or
her Spouse (or contingent annuitant, if applicable), Eligible Family Member or
beneficiary at the last known address of such person as reflected in the
Company's records. Notice to the Company or the Committee shall be sent to:

                  Delta Air Lines, Inc.
                  Law Department
                  1030 Delta Boulevard
                  Atlanta, Georgia  30320
                  Attention:Senior Vice  President - General Counsel

         18.      Change In Control. Notwithstanding anything in this Agreement
to the contrary, in the event a Change In Control (as defined below) occurs, the
Company shall, as of the date of such Change In Control, promptly cause to be
irrevocably deposited in Key Employee's Employee Grantor Trust all amounts
otherwise required to be contributed to such trust on or before April 1, 2004 in
accordance with Section 10.

         For purposes of this Agreement, "Change In Control" means, and shall be
deemed to have occurred upon, the first to occur of any of the following events:

                  (a)      Any Person (other than an Excluded Person) acquires,
                           together with all Affiliates and Associates of such
                           Person, Beneficial Ownership of securities
                           representing 20% or more of the combined voting power
                           of the Voting Stock then outstanding, unless such
                           Person acquires Beneficial Ownership of 20% or more
                           of the combined voting power of the Voting Stock then
                           outstanding solely as a result of an acquisition of
                           Voting Stock by the Company which, by reducing the
                           Voting Stock outstanding, increases the proportionate
                           Voting Stock beneficially owned by such Person
                           (together with all Affiliates and Associates of such
                           Person) to 20% or more of the combined voting power
                           of the Voting Stock then outstanding; provided, that
                           if a Person shall become the Beneficial Owner of 20%
                           or more of the combined voting power of the Voting
                           Stock then outstanding by reason of such Voting Stock
                           acquisition by the Company and shall thereafter
                           become the Beneficial Owner of any additional Voting
                           Stock which causes the proportionate voting power of
                           Voting Stock beneficially owned by such Person to
                           increase to 20% or more of the combined voting power
                           of the Voting Stock then outstanding, such Person
                           shall, upon becoming the Beneficial Owner of such
                           additional Voting Stock, be deemed to have become the
                           Beneficial Owner of 20% or more of


                                     - 11 -


                           the combined voting power of the Voting Stock then
                           outstanding other than solely as a result of such
                           Voting Stock acquisition by the Company;

                  (b)      During any period of two consecutive years (not
                           including any period prior to the Effective Date),
                           individuals who at the beginning of such period
                           constitute the Board (and any new Director, whose
                           election by the Board or nomination for election by
                           the Company's stockholders was approved by a vote of
                           at least two-thirds of the Directors then still in
                           office who either were Directors at the beginning of
                           the period or whose election or nomination for
                           election was so approved), cease for any reason to
                           constitute a majority of Directors then constituting
                           the Board;

                  (c)      A reorganization, merger or consolidation of the
                           Company is consummated, in each case, unless,
                           immediately following such reorganization, merger or
                           consolidation, (i) more than 50% of, respectively,
                           the then outstanding shares of common stock of the
                           corporation resulting from such reorganization,
                           merger or consolidation and the combined voting power
                           of the then outstanding voting securities of such
                           corporation entitled to vote generally in the
                           election of directors is then beneficially owned,
                           directly or indirectly, by all or substantially all
                           of the individuals and entities who were the
                           beneficial owners of the Voting Stock outstanding
                           immediately prior to such reorganization, merger or
                           consolidation, (ii) no Person (but excluding for this
                           purpose any Excluded Person and any Person
                           beneficially owning, immediately prior to such
                           reorganization, merger or consolidation, directly or
                           indirectly, 20% or more of the voting power of the
                           outstanding Voting Stock) beneficially owns, directly
                           or indirectly, 20% or more of, respectively, the then
                           outstanding shares of common stock of the corporation
                           resulting from such reorganization, merger or
                           consolidation or the combined voting power of the
                           then outstanding voting securities of such
                           corporation entitled to vote generally in the
                           election of directors and (iii) at least a majority
                           of the members of the board of directors of the
                           corporation resulting from such reorganization,
                           merger or consolidation were members of the Board at
                           the time of the execution of the initial agreement
                           providing for such reorganization, merger or
                           consolidation; or

                  (d)      The shareholders of the Company approve (i) a
                           complete liquidation or dissolution of the Company or
                           (ii) the sale or other disposition of all or
                           substantially all of the assets of the Company, other
                           than to any corporation with respect to which,
                           immediately following such sale or other disposition,
                           (A) more than 50% of, respectively, the then
                           outstanding shares of common stock of such
                           corporation and the combined voting power of the then
                           outstanding voting securities of such corporation


                                     - 12 -


                           entitled to vote generally in the election of
                           directors is then beneficially owned, directly or
                           indirectly, by all or substantially all of the
                           individuals and entities who were the beneficial
                           owners of the Voting Stock outstanding immediately
                           prior to such sale or other disposition of assets,
                           (B) no Person (but excluding for this purpose any
                           Excluded Person and any Person beneficially owning,
                           immediately prior to such sale or other disposition,
                           directly or indirectly, 20% or more of the voting
                           power of the outstanding Voting Stock) beneficially
                           owns, directly or indirectly, 20% or more of,
                           respectively, the then outstanding shares of common
                           stock of such corporation or the combined voting
                           power of the then outstanding voting securities of
                           such corporation entitled to vote generally in the
                           election of directors and (C) at least a majority of
                           the members of the board of directors of such
                           corporation were members of the Board at the time of
                           the execution of the initial agreement or action of
                           the Board providing for such sale or other
                           disposition of assets of the Company.

         Notwithstanding the foregoing, in no event shall a "Change in Control"
be deemed to have occurred (i) as a result of the formation of a Holding
Company, or (ii) with respect to Key Employee, if Key Employee is part of a
"group," within the meaning of Section 13(d)(3) of the Exchange Act as in effect
on the Effective Date, which consummates the Change in Control transaction. In
addition, for purposes of the definition of "Change in Control" a Person engaged
in business as an underwriter of securities shall not be deemed to be the
"Beneficial Owner" of, or to "beneficially own," any securities acquired through
such Person's participation in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.

         As used in the above definition, "Person" shall mean an individual,
corporation, partnership, association, trust or any other entity or
organization. "Excluded Person" means (i) the Company; (ii) any of the Company's
Subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of the
Company, any of its Subsidiaries or a Holding Company; or (v) any Person
organized, appointed or established by the Company, any of its Subsidiaries or a
Holding Company for or pursuant to the terms of any plan described in clause
(iv). "Affiliate" and "Associate" have the respective meanings accorded to such
terms in Rule 12b-2 under the Exchange Act as in effect on the Effective Date. A
Person shall be deemed the "Beneficial Owner" of, and shall be deemed to
"beneficially own," securities pursuant to Rule 13d-3 under the Exchange Act as
in effect on August 1, 1997. "Voting Stock" means securities of the Company
entitled to vote generally in the election of members of the Board. "Board"
means the Board of Directors of the Company. "Exchange Act" means the Securities
Exchange Act of 1934, as amended. "Holding Company" means an entity that becomes
a holding company for the Company or its businesses as a part of any
reorganization, merger, consolidation or other transaction, provided that the
outstanding shares of common stock of such entity and the combined voting power
of the then outstanding voting securities of such entity entitled to vote
generally in the election of directors is, immediately after such
reorganization, merger,

                                     - 13 -


consolidation or other transaction, beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Voting Stock outstanding immediately
prior to such reorganization, merger, consolidation or other transaction in
substantially the same proportions as their ownership, immediately prior to such
reorganization, merger, consolidation or other transaction, of such outstanding
Voting Stock.

         19.      Waiver of Certain Increases in Restrictions. In exchange for
receiving the SRI Lump Sum, Key Employee, on behalf of himself or herself, his
or her Spouse, and if applicable, his or her Contingent Annuitant hereby waives
any and all rights, if any, to any increase in benefits following the later of
January 1, 2004 or Key Employee's retirement that would otherwise be payable
from the Retirement Plan as the result of any changes in the limits contained in
Section 415(b) of the Code, which section contains limits on the benefits that
can be paid from tax-qualified defined benefit plans, whether such increases
occur as the result of cost-of-living adjustments or statutory changes. Key
Employee acknowledges that unless such rights, if any, are waived, he or she
will be overpaid and receive a windfall from the Retirement Plan since the SRI
Lump Sum will be determined based on the Section 415(b) limits in effect at the
time of payment of the SRI Lump Sum, without any allowance for increase in such
limits. Section 11 hereof notwithstanding, if for any reason this waiver is held
to be invalid, Key Employee agrees to pay to the Company an amount equal to any
such increase in benefits under the Retirement Plan to recover this overpayment.

         SIGNATURES APPEAR ON NEXT PAGE.


                                     - 14 -


         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
on the date(s) shown below.

                                    DELTA AIR LINES, INC.



                                    By:
                                         ---------------------------------------
                                         Leo F. Mullin
                                         Chairman of the Board and
                                         Chief Executive Officer

                                    Date:
                                         ---------------------------------------



                                         ---------------------------------------
                                                      KEY EMPLOYEE


                                    Date:
                                         ---------------------------------------


                                     - 15 -


                                    EXHIBIT A


                   EMPLOYEE GRANTOR TRUST ENROLLMENT AGREEMENT

         This Employee Grantor Trust Enrollment Agreement is made and entered
into as of the ____ day of ___________, 2002 (this "Agreement"), between
______________ (the "Employee"), the person, if any, to whom the Employee is
legally married (the "Employee's Spouse"), and Delta Air Lines, Inc., a Delaware
corporation ("Delta" or "Company").

                                   WITNESSETH

         WHEREAS, the Company has established and maintains the 2002 Delta
Excess Benefit Plan and the 2002 Delta Supplemental Excess Benefit Plan (the
"Excess Benefit Plans"), which are designed to provide benefits supplemental to
those provided under the tax-qualified retirement plans maintained by the
Company (the "Qualified Plans"); and

         WHEREAS, the Employee is entitled to certain benefits under one or more
of the Excess Benefit Plans; and

         WHEREAS, in accordance with the terms and conditions of the Excess
Benefit Plans, the Employee and the Company have entered into an Excess Benefit
Agreement, dated as of ______________, 2002 (the "Employee's Excess Benefit
Agreement") for the purpose of providing benefits under the Excess Benefit
Plans; and

         WHEREAS, the Employee's Excess Benefit Agreement permits the Employee
to establish a "grantor trust" [as such trust is described in Subpart E of Part
I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of
1986, as amended (the "Code")], and the Employee wishes to establish such
"Employee Grantor Trust"; and

         WHEREAS, the Employee and the Company desire to enter into this
Agreement pursuant to which the Employee directs the Company to deposit certain
cash payments on behalf of the Employee directly into the Employee Grantor Trust
to be established and maintained by the Employee, the payments from which will
reduce all or some of the benefits payable under the Excess Benefit Plans;

         NOW, THEREFORE, in consideration of their mutual undertakings, the
Company, the Employee, and the Employee's Spouse agree as follows:

1.       Establishment and Maintenance of Grantor Trust.

         1.1      The Employee agrees to establish and maintain an irrevocable
grantor trust (the "Trust") in the form attached to the Employee's Excess
Benefit Agreement as Exhibit B for the purpose of receiving and holding the cash
deposits made pursuant to this Agreement and any interest or other earnings on
the outstanding balances in the Trust.

         1.2      The Employee and the Employee's Spouse agree that they (a)
will not contribute any funds to the Trust other than those contributions to be
made, directly or indirectly, by the


                                      A-1


                                    EXHIBIT A


Company to the Trust in accordance with the Employee's Excess Benefit Agreement;
and (b) other than during the 10-day period immediately following the date the
Company makes a contribution to the Trust, will withdraw funds from the Trust
only in accordance with the payment provisions of the Employee's Excess Benefit
Agreement, except to the extent that Trust withdrawals are necessary to pay
taxes on Trust earnings or cash deposits or pursuant to Section 2.4 of the Trust
Agreement.

2.       Payments to Trust.

         2.1      The Company agrees to contribute to the Trust all amounts
required to be contributed in accordance with the terms and conditions of the
Employee's Excess Benefit Agreement. The Employee agrees that the Company shall
(a) deduct federal, state and local income and employment taxes from any
contribution made to the Trust and remit such taxes to the appropriate
authorities; and (b) pay the remainder of such contribution into the Trust in
cash.

         2.2      The Company may, in its sole discretion and from time to time,
make additional contributions to the Trust in addition to the contributions
required by Section 2.1 hereof. The Employee directs the Company to (a) deduct
federal, state and local income and employment taxes from such additional
contributions and remit such taxes to the appropriate authorities; and (b) pay
the remainder of such additional contributions into the Trust.

         2.3      During the 10 (ten) business day period immediately following
the date the Company makes a contribution to the Trust, the Employee may, in his
or her sole discretion, withdraw from the Trust some or all of such
contribution.

3.       Distributions from Trust, Benefit Payments.

         3.1      The Employee and the Employee's Spouse agree that any amounts
paid from the Trust, including any Trust earnings and Deemed Earnings (as
defined in the Employee's Excess Benefit Agreement) (other than any amounts
distributed to pay taxes on Trust earnings and any Special Distribution as
defined in Section 2.4 of the Trust Agreement), shall offset the benefits
otherwise payable to them under the Excess Benefit Plans or the Employee's
Excess Benefit Agreement. The amount otherwise payable under the Excess Benefit
Plans at the relevant time to the Employee or his or her Beneficiary(ies) and
the amount of the offset will be determined in accordance with the terms and
conditions of the Employee's Excess Benefit Agreement.

         3.2      The Employee and the Employee's Spouse understand and agree
that to the extent funds in the Trust are distributed to either of them in
amounts greater than, or at times earlier than, those contemplated by the
benefit payment provisions of the Excess Benefit Plans or the Employee's Excess
Benefit Agreement and by Section 3.1 hereof (a) the offsets against any amounts
otherwise payable under the Excess Benefit Plans or the Employee's Excess
Benefit Agreement will be calculated in the manner set forth in the Employee's
Excess Benefit Agreement as if the amounts so distributed had remained in the
Trust, accumulated earnings as described in the Employee's


                                      A-2


                                    EXHIBIT A


Excess Benefit Agreement, and been distributed at the proper time; and (b) such
offsets will discharge the Company's liability in the same manner as set forth
in such Section 3.1 hereof.

4.       Tax Payments With Respect to Trust Earnings.

         The Company may make payments on behalf of the Employee [or his or her
Beneficiary(ies)] to tax authorities to pay the federal, state and local income
taxes with respect to any earnings of the Trust and any income and employment
taxes as a result of the Company's payment of the Employee's taxes under this
Article 4. To the extent that the Company does not make payments sufficient to
pay such taxes, Trust income will be distributed to provide any additional
amounts required for such purpose.

5.       Appointment of Delta as Agent and Administrator.

         5.1      The Employee appoints Delta and such persons as Delta may
designate to act on behalf of Delta as his or her duly authorized agent for the
following purposes: (a) providing, in accordance with the duties of the
"Administrator" as set forth in the form of Trust Agreement attached to the
Employee's Excess Benefit Agreement as Exhibit B, investment guidelines and
other information and direction to the trustee of the Trust; (b) removing the
trustee and appointing a successor trustee of the Trust; (c) examining the books
and records of the Trust; and (d) amending the Trust to the extent permitted in
the Trust Agreement.

         5.2      The Employee's appointment of Delta as his or her agent is
based on the Employee's special trust and confidence in Delta and its
management. In the event of a Change In Control (as defined in Section 8.5
hereof) of Delta, the Employee (or if applicable, his or her Beneficiary(ies)
may remove Delta (or its successor) and any designee of Delta as the duly
authorized agent for purposes of carrying out the actions set forth in Section
5.1 hereof by delivering to both Delta (or its successor) and the trustee of the
Trust written notice of such removal. The trustee may rely upon any notice of
removal received from the Employee without further inquiry or verification,
unless Delta (or its successor) provides to the trustee and the Employee (within
ten (10) days following the trustee's receipt of the notice of removal from the
Employee) written notice certifying that no Change In Control of Delta has
occurred, in which case the trustee will obtain, at the Company's expense, an
opinion of counsel, selected by the Employee, as to whether a Change In Control
has occurred. Following receipt of such opinion, the trustee shall determine
whether a Change In Control occurred, and the decision of the trustee in such
case shall be final. In the event of a Change In Control, the Employee may
appoint another agent to carry out the actions set forth in Section 5.1, or
assume such responsibilities and obligations himself. From and after the date on
which Delta (or its successor) ceases to serve as the duly authorized agent, the
offsets against the Company's obligations to the Employee and the Employee's
Spouse or Beneficiary(ies) under the Excess Benefit Plans shall be determined by
assuming (a) that the value of Trust assets last reported by the trustee to
Delta (or its successor) prior to such date is accumulated with earnings at a
rate equal to the interest rate then in effect


                                      A-3


                                    EXHIBIT A


pursuant to Section 3 of the Employee's Excess Benefit Agreement, and (b) that
all subsequent distributions from the Trust occur at the proper times and in the
proper amounts.

         5.3.     Delta agrees to serve as Administrator of the Trust pursuant
to Section 1.4 of the Trust Agreement attached to Employee's Excess Benefit
Agreement as Exhibit B, subject to all terms and provisions of such section and
shall pay all fees and expenses of the Trustee arising from the Trust.

6.       Attachment of Trust Assets.

         6.1      The Employee understands and agrees that in the event all or a
portion of the funds in the Trust are attached by court order or other legal
process or are otherwise alienated, the offset against any amounts otherwise
payable under the Excess Benefit Plans will be calculated in accordance with the
Employee's Excess Benefit Agreement as if the amount so alienated had been
withdrawn from the Trust by the Employee. To the extent that for any calendar
year or portion thereof no assets remain in the Trust, the amounts so alienated
shall be deemed to earn interest at the interest rate used to determine the
Deemed Earnings under the Employee's Excess Benefit Agreement. The Employee
agrees that the value of any amounts so alienated, and the earnings that would
have accumulated thereon, shall be offset against a like amount of benefit, and
shall discharge the Company's liability to the Employee to the extent of the
corresponding benefit otherwise payable to the Employee or his or her
Beneficiary(ies) under the Excess Benefit Plans.

         6.2      The Employee's Spouse understands and agrees that should any
amounts under the Trust be assigned to her under a domestic relations order or
otherwise, the offset against any amounts otherwise payable under the Excess
Benefit Plans will be calculated in the manner set forth in Section 6.1 hereof
as if the amount so alienated had remained in the Trust, accumulated earnings,
and been distributed at the proper time. The Employee's Spouse agrees that if he
or she also claims entitlement to benefits under the Excess Benefit Plans, the
value of the amount alienated under the Trust, and the earnings that would have
accumulated thereon absent such alienation, shall be offset against a like
amount of benefit as determined in accordance with the Employee's Excess Benefit
Agreement, and shall discharge the Company's liability to the Employee and the
Employee's Spouse to the extent of the corresponding pre-tax benefit otherwise
payable to the Employee or the Employee's Spouse under the Excess Benefit Plans.

7.       Termination.

         7.1      This Agreement shall terminate 30 days after the date the
Trust terminates.

8.       Miscellaneous.

         8.1      Nothing in this Agreement shall be construed to confer upon
the Employee the right to continue in the employment of the Company, or to
require the Company to continue the employment of the Employee.


                                      A-4


                                    EXHIBIT A


         8.2      This Agreement shall be binding upon and inure to the benefit
of the Company, its successors and assigns and the Employee or his or her
Beneficiary(ies) and the Employee's Spouse and their heirs, executors, other
successors in interest, administrators, and legal representatives.

         8.3      The validity and interpretation of this Agreement shall be
governed by the laws of the State of Georgia without regard to its conflict of
laws rules.

         8.4      The Employee's Beneficiary(ies) shall be determined in
accordance with the terms of the Trust Agreement pursuant to which the Trust is
maintained.

         8.5      Change In Control. For the purpose of this Agreement, a
"Change In Control" shall mean, and shall be deemed to have occurred upon, the
first to occur of any of the following events:

                           (a)      Any Person (other than an Excluded Person)
                  acquires, together with all Affiliates and Associates of such
                  Person, Beneficial Ownership of securities representing 20% or
                  more of the combined voting power of the Voting Stock then
                  outstanding, unless such Person acquires Beneficial Ownership
                  of 20% or more of the combined voting power of the Voting
                  Stock then outstanding solely as a result of an acquisition of
                  Voting Stock by the Company which, by reducing the Voting
                  Stock outstanding, increases the proportionate Voting Stock
                  beneficially owned by such Person (together with all
                  Affiliates and Associates of such Person) to 20% or more of
                  the combined voting power of the Voting Stock then
                  outstanding; provided, that if a Person shall become the
                  Beneficial Owner of 20% or more of the combined voting power
                  of the Voting Stock then outstanding by reason of such Voting
                  Stock acquisition by the Company and shall thereafter become
                  the Beneficial Owner of any additional Voting Stock which
                  causes the proportionate voting power of Voting Stock
                  beneficially owned by such Person to increase to 20% or more
                  of the combined voting power of the Voting Stock then
                  outstanding, such Person shall, upon becoming the Beneficial
                  Owner of such additional Voting Stock, be deemed to have
                  become the Beneficial Owner of 20% or more of the combined
                  voting power of the Voting Stock then outstanding other than
                  solely as a result of such Voting Stock acquisition by the
                  Company;

                           (b)      During any period of two consecutive years
                  (not including any period prior to January 1, 2002),
                  individuals who at the beginning of such period constitute the
                  Board (and any new Director, whose election by the Board or
                  nomination for election by the Company's stockholders was
                  approved by a vote of at least two-thirds of the Directors
                  then still in office who either were Directors at the
                  beginning of the period or whose election or nomination for
                  election was so approved), cease for any reason to constitute
                  a majority of Directors then constituting the Board;


                                      A-5


                                    EXHIBIT A


                           (c)      A reorganization, merger or consolidation of
                  the Company is consummated, in each case, unless, immediately
                  following such reorganization, merger or consolidation, (i)
                  more than 50% of, respectively, the then outstanding shares of
                  common stock of the corporation resulting from such
                  reorganization, merger or consolidation and the combined
                  voting power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors is then beneficially owned, directly or indirectly,
                  by all or substantially all of the individuals and entities
                  who were the beneficial owners of the Voting Stock outstanding
                  immediately prior to such reorganization, merger or
                  consolidation, (ii) no Person (but excluding for this purpose
                  any Excluded Person and any Person beneficially owning,
                  immediately prior to such reorganization, merger or
                  consolidation, directly or indirectly, 20% or more of the
                  voting power of the outstanding Voting Stock) beneficially
                  owns, directly or indirectly, 20% or more of, respectively,
                  the then outstanding shares of common stock of the corporation
                  resulting from such reorganization, merger or consolidation or
                  the combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors and (iii) at least a majority of the
                  members of the board of directors of the corporation resulting
                  from such reorganization, merger or consolidation were members
                  of the Board at the time of the execution of the initial
                  agreement providing for such reorganization, merger or
                  consolidation; or

                           (d)      The shareholders of the Company approve (i)
                  a complete liquidation or dissolution of the Company or (ii)
                  the sale or other disposition of all or substantially all of
                  the assets of the Company, other than to any corporation with
                  respect to which, immediately following such sale or other
                  disposition, (A) more than 50% of, respectively, the then
                  outstanding shares of common stock of such corporation and the
                  combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors is then beneficially owned, directly
                  or indirectly, by all or substantially all of the individuals
                  and entities who were the beneficial owners of the Voting
                  Stock outstanding immediately prior to such sale or other
                  disposition of assets, (B) no Person (but excluding for this
                  purpose any Excluded Person and any Person beneficially
                  owning, immediately prior to such sale or other disposition,
                  directly or indirectly, 20% or more of the voting power of the
                  outstanding Voting Stock) beneficially owns, directly or
                  indirectly, 20% or more of, respectively, the then outstanding
                  shares of common stock of such corporation or the combined
                  voting power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors and (C) at least a majority of the members of the
                  board of directors of such corporation were members of the
                  Board at the time of the execution of the initial agreement or
                  action of the Board providing for such sale or other
                  disposition of assets of the Company.


                                      A-6


                                    EXHIBIT A


Notwithstanding the foregoing, in no event shall a "Change In Control" be deemed
to have occurred (i) as a result of the formation of a Holding Company, or (ii)
with respect to Key Employee, if Key Employee is part of a "group," within the
meaning of Section 13(d)(3) of the Exchange Act as in effect on August 1, 1997,
which consummates the Change In Control transaction. In addition, for purposes
of the definition of "Change In Control" a Person engaged in business as an
underwriter of securities shall not be deemed to be the "Beneficial Owner" of,
or to "beneficially own," any securities acquired through such Person's
participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition.

As used in the above definition, "Person" shall mean an individual, corporation,
partnership, association, trust or any other entity or organization. "Excluded
Person" means (i) the Company; (ii) any of the Company's Subsidiaries; (iii) any
Holding Company; (iv) any employee benefit plan of the Company, any of its
Subsidiaries or a Holding Company; or (v) any Person organized, appointed or
established by the Company, any of its Subsidiaries or a Holding Company for or
pursuant to the terms of any plan described in clause (iv). "Affiliate" and
"Associate" have the respective meanings accorded to such terms in Rule 12b-2
under the Exchange Act as in effect on August 1, 1997. A Person shall be deemed
the "Beneficial Owner" of, and shall be deemed to "beneficially own," securities
pursuant to Rule 13d-3 under the Exchange Act as in effect on August 1, 1997.
"Voting Stock" means securities of the Company entitled to vote generally in the
election of members of the Board. "Board" means the Board of Directors of the
Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holding Company" means an entity that becomes a holding company for the Company
or its businesses as a part of any reorganization, merger, consolidation or
other transaction, provided that the outstanding shares of common stock of such
entity and the combined voting power of the then outstanding voting securities
of such entity entitled to vote generally in the election of directors is,
immediately after such reorganization, merger, consolidation or other
transaction, beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Voting Stock outstanding immediately prior to such
reorganization, merger, consolidation or other transaction in substantially the
same proportions as their ownership, immediately prior to such reorganization,
merger, consolidation or other transaction, of such outstanding Voting Stock.


                                      A-7


IN WITNESS WHEREOF, the Employee, the Employee's Spouse, and Delta have caused
this Agreement to be executed as of the day and year first above written.



                                     ------------------------------------------
                                     Signature of Employee



                                     ------------------------------------------
                                     Signature of Employee's Spouse


                                     Delta Air Lines, Inc.



                                     By:
                                        ---------------------------------------


                                      A-8


                                    EXHIBIT B

                        EMPLOYEE GRANTOR TRUST AGREEMENT


         THIS TRUST AGREEMENT is made and entered into as of the _____ day of
___________, 2002, (this "Trust Agreement"), between ________________________
(hereinafter the "Grantor") and SunTrust Bank (hereinafter the "Trustee").

                                   WITNESSETH

         WHEREAS, the Grantor desires to establish and maintain a trust to hold
certain cash payments actually or constructively received by the Grantor in lieu
of certain future payments the Grantor would otherwise be entitled to receive
from Delta Air Lines, Inc. (hereinafter referred to as "Delta" or "Company")
pursuant to the terms of the nonqualified supplemental benefit plans (or their
successors) specified in Schedule A annexed hereto (hereinafter referred to as
the "Plans") and the Excess Benefit Agreement between the Grantor and Delta
dated _________________(or its successor)(the "Excess Benefit Agreement");

         WHEREAS, the trust established by this Trust Agreement is intended to
be an irrevocable grantor trust established by the Grantor, with the result that
the corpus and income of such trust will be treated for tax purposes as assets
and income of the Grantor pursuant to Sections 671 through 679 of the Internal
Revenue Code of 1986, as amended (the "Code");

         WHEREAS, the Grantor has entered into certain agreements with the
Company specifying the manner and extent to which amounts he or she will receive
as payments from the Trust Fund (as defined below) reduce the payments he or she
would otherwise be entitled to receive pursuant to the terms of the Plans or
from other arrangements with the Company; and

         WHEREAS, the Grantor has appointed Delta to act as his or her agent in
connection with certain matters pertaining to the administration of the Trust
Fund;

         NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the Grantor hereby conveys and assigns to the Trustee, and the
successors or assigns of the Trustee, the sum of one dollar ($1.00), the receipt
of which is hereby acknowledged by the Trustee, to have and to hold the said sum
together with any additions thereto upon the following express trust and with
the powers, authorities and discretions hereinafter conferred:

                                    ARTICLE 1

                             ESTABLISHMENT OF TRUST

         1.1      Establishment of Trust. The Grantor hereby establishes with
the Trustee an irrevocable (except as set forth in Section 1.3 hereof) grantor
trust (the "Trust") from which payments will be made to the Grantor. The trust
so established shall be governed by the terms and conditions of this Trust
Agreement. The Trust evidenced by this Trust Agreement may be referred to as the
"________________ Employee Grantor Trust."


                                      B-1


                                    EXHIBIT B


         1.2      The Trust Fund. The Trust Fund shall consist of such sums of
money and other property acceptable to the Trustee as from time to time shall be
paid or delivered to or held by the Trustee. Neither the Company nor the Grantor
shall have any right to direct the Trustee to return or divert any assets of the
Trust Fund before the payment of all Trust obligations with respect to the
Grantor. The Trust Fund shall be held by the Trustee and shall be dealt with in
accordance with the provisions of this Trust Agreement. All money and other
property delivered to the Trustee, all investments and reinvestments made
therewith or proceeds thereof, and all earnings and profits thereon, less all
payments and charges authorized herein are herein referred to as the "Trust
Fund." In addition, as of any date, the Trust Fund shall mean all property held
as of such date by the Trustee under this Trust Agreement.

         1.3      Status of the Trust. The Trust shall be irrevocable until such
time as the Grantor (or, in the event of the Grantor's death, the Grantor's
Beneficiaries, as defined in Section 6.8 hereof) and the Administrator provide
written certification to the Trustee that all obligations of the Company to the
Grantor and his or her Beneficiaries under the Excess Benefit Agreement have
been satisfied. The Trust is intended to constitute a grantor trust under which
the Grantor is treated as grantor and owner pursuant to Sections 671 through 679
of the Code, and shall be construed accordingly. Neither the Company nor any
person other than the Grantor and, in the event of the Grantor's death, the
Grantor's Beneficiaries, and the Trustee acting as such, have any right, title
or interest in the assets of the Trust Fund. The assets of the Trust Fund shall
at no time be subject to the rights of creditors of the Company.

         1.4      The Administrator. Delta shall be the "Administrator" for
purposes of this Trust and shall have certain powers, rights and duties under
this Trust Agreement as described below; provided that, Delta may from time to
time designate a person or persons to act as the Administrator on its behalf or
to carry out certain duties of the Administrator. Delta will certify in writing
to the Trustee from time to time the person or persons authorized to act on
behalf of Delta as the Administrator. The Trustee may rely on the latest
certificate received without further inquiry or verification. Notwithstanding
any provision herein, in the event of a Change In Control of Delta (as defined
in the most recently executed Employee Grantor Trust Enrollment Agreement
entered into by Delta or the Company and the Grantor), the Grantor may remove
Delta (or its successor) and any designee of Delta as Administrator by
delivering to both Delta (or its successor) and the Trustee written notice of
such removal. The Trustee may rely upon any notice of removal received from the
Grantor without further inquiry or verification, unless Delta (or its successor)
provides to the Trustee (within ten (10) days following the Trustee's receipt of
the notice of removal from the Grantor) written notice certifying that no Change
In Control of Delta has occurred, in which case the Trustee will obtain, at the
Company's expense, an opinion of counsel, selected by the Grantor, as to whether
a Change In Control has occurred. Following receipt of such opinion, the Trustee
shall determine whether a Change In Control occurred, and the decision of the
Trustee in such case shall be final. In the event the Grantor removes Delta as
Administrator, the Grantor shall appoint a successor Administrator, who may be
the Grantor, a committee of persons including the Grantor, or such other person
or persons as shall be reasonably acceptable to the Trustee, and shall notify
the Trustee of the appointment. In such


                                      B-2


                                    EXHIBIT B


event, the Grantor shall also have the authority to, from time to time, remove
the person or persons so appointed and appoint such other person or persons as
shall be reasonably acceptable to the Trustee.

         1.5      Acceptance. The Trustee accepts the Trust Fund established
under this Trust Agreement, agrees to discharge and perform fully and faithfully
all of the duties and obligations of the Trustee hereunder, agrees to accept
funds delivered to it on behalf of the Grantor, and agrees to hold such funds
(and any proceeds from the investment of such funds) in trust in accordance with
this Trust Agreement; provided that the Trustee reserves the right to determine
whether to accept the transfer of any property other than cash proposed to be
transferred to it.

                                    ARTICLE 2

                         DISTRIBUTION OF THE TRUST FUND

         2.1      Payment.

         (a)      The Trustee shall hold, manage, invest and reinvest the Trust
Fund, shall collect the income therefrom and, after deducting all proper
charges, shall pay or apply to or for the benefit of the Grantor (or, in the
event of the Grantor's death, the Grantor's Beneficiaries) the net income and
principal of the Trust Fund as set forth in Section 2.1(b) and 2.1(c) below.

         (b)      If either (i) Grantor retires or dies prior to January 1,
2004, or (ii) Grantor's employment is terminated prior to January 1, 2004 by
reason other than retirement or death, and Grantor is at least age 52 at the
time of termination, or will reach age 52 by January 1, 2004, then through
January 1, 2004, the Trustee shall make payments from the Trust in accordance
with a schedule of payments provided to the Trustee by the Administrator at the
time of Grantor's retirement, death or termination of employment which schedule
shall be the monthly annuity, determined on an after tax basis, referenced in
either Section 3 or 5 , as applicable, of the Excess Benefit Agreement. As soon
as practicable after January 1, 2004, the remaining principal of the Trust Fund,
together with any undistributed income on hand and accrued income, (such total
amount referred to as the "Trust Balance") shall be distributed in one lump sum
to the Grantor, if he or she is then living, or to the Beneficiaries if the
Grantor's death occurs prior to that date. If Grantor terminates employment with
the Company prior to January 1, 2004 for reasons other than death or retirement,
and Grantor will not reach his 52nd birthday by January 1, 2004, the Trustee
shall pay the Trust Balance to Grantor (or his Beneficiary, in the event of
Grantor's death after termination of employment, but prior to his 52nd birthday)
in one lump sum as soon as practicable after his 52nd birthday, (or the date he
would have reached age 52).

         (c)      If Grantor is still employed with the Company on January 1,
2004, Trustee shall pay the Trust Balance in one lump sum to the Grantor, or his
or her Beneficiaries, as the case may be, at the earlier of (a) or (b), where
(a) is the date of the Grantor's death, and (b) is the later of either (i) the
date of the Grantor's retirement or other termination of employment with the
Company on


                                      B-3


                                    EXHIBIT B


or after age 52; or (ii) if the Grantor's employment with the Company terminates
prior to age 52, the Grantor's 52nd birthday.

         (d)      The Administrator shall notify the Trustee of the Grantor's
retirement from the Company. The Administrator shall be responsible for
providing the Trustee with all necessary information as to the Grantor's current
address, beneficiary designations, and the form in which payments are to be
made. The Trustee shall incur no liability to the Grantor or any other person
interested in the Trust Fund for any action or any omission in reliance upon
information provided by the Administrator.

         2.2      Tax Distributions. The Trustee shall also distribute to the
Grantor at least annually such amount(s), if any, as the Administrator may
certify to the Trustee is (are) necessary to pay tax obligations of the Grantor
resulting from earnings on the Trust Fund or from additional amounts actually or
constructively received by the Grantor from the Company and contributed to the
Trust Fund. All income not so paid or applied shall be accumulated and added to
principal of the Trust Fund.

         2.3      Withdrawal of Company Contributions. The Grantor may, within
ten (10) business days of any contribution to the Trust by the Company, make
demand upon the Trustee to distribute to the Grantor all or part of such
contribution. If such demand is made, Trustee shall make such distribution
within three business days, and pay such amounts as directed by the Grantor.

         2.4      Special Distribution. If (i) any contribution to the Trust is
avoided under any provision of the federal Bankruptcy Code; (ii) return of such
amount is demanded of Grantor by the bankruptcy trustee; and (iii) Grantor is
legally required to pay such amount, then the Trustee shall make a distribution
to Grantor or pay the bankruptcy trustee on behalf of the Grantor an amount
equal to the amount required to be paid by Grantor.

         2.5      Termination. The Trust shall terminate as of the date all
Trust Fund assets have been distributed in accordance with Section 2.1 hereof.

         2.6      Notice of Dispute. The Trustee shall make payments pursuant to
Section 2.1 hereof. If the Grantor or his or her estate or beneficiary does not
receive a payment to which such party believes he, she, or it is entitled under
the Trust, such party shall notify the Trustee, in writing, of such entitlement.
The Trustee shall, within ten (10) days after receipt of such notice, forward a
copy of such notice to the Administrator and the Company. If neither the
Administrator nor the Company notifies the Trustee within ten (10) days after
the Trustee's receipt of such notice that the party disputes the claim, the
Trustee shall make payment under the terms of the Trust as soon as practicable
and, in any event, within thirty (30) days after the expiration of said ten (10)
day notice period. The Trustee shall provide the parties with written
confirmation of the fact and amount of such payment after it is made.


                                      B-4


                                    EXHIBIT B


         2.7      Resolution of Disputes. If the Administrator or the Company
notify the Trustee within said ten (10) day notice period that the party
disputes the claim, then, within thirty (30) days after receipt by the Trustee
of such notice, the Trustee shall commence an action or proceeding in a court of
competent jurisdiction in the nature of an interpleader so that the dispute may
be resolved. Such action or proceeding shall be commenced in the federal or
state court at the situs of the Trust Fund, subject to removal by any party in
accordance with the rules of practice applicable thereto.

                                    ARTICLE 3

                                   THE TRUSTEE

         3.1      Successor. Any corporation resulting from any merger,
conversion, reorganization or consolidation to which any corporation acting as
Trustee hereunder shall be a party, or any corporation to which shall be
transferred all or substantially all of any such corporation's trust business,
shall be the successor of such corporation as Trustee hereunder, without the
execution or filing of any instrument or the performance of any further act and
shall have the same powers, authorities and discretions as though originally
named in this Trust Agreement.

         3.2      Resignation; Removal. The Trustee may resign by giving ninety
(90) days' advance written notice to the Grantor and the Administrator. The
Administrator, as agent for the Grantor, may remove a Trustee by giving ninety
(90) days' advance written notice to the Trustee and the Grantor. The
Administrator may appoint a successor Trustee by written notice signed by the
Administrator and delivered to the Trustee and the Grantor (or, in the event of
the Grantor's death, his or her Beneficiaries). If a successor Trustee is not
appointed within ninety (90) days of the Trustee's resignation, the Trustee may
apply to a court of competent jurisdiction for the appointment of a successor.

         3.3      Compensation. The Trustee shall be entitled to such
compensation for its services in any fiduciary capacity hereunder as the
Administrator, as agent for the Grantor, or the Grantor, and the Trustee may
from time to time agree, including minimum fees and additional compensation for
special investments and services, notwithstanding that such stipulated
compensation shall be no greater than that now in effect or than that provided
from time to time under applicable law, and such compensation and reimbursement
for reasonable expenses may be paid at any time without court approval. Such
compensation shall be paid from the Trust Fund to the extent that it is not paid
by the Administrator or the Grantor.

         3.4      No Security. No bond or other security shall be required of
any trustee in any jurisdiction, whether for the faithful performance of duties,
to secure payment of commissions in advance or otherwise, and if,
notwithstanding this express direction, any such bond or security shall be
required by any law, statute or rule of court, no surety shall be required
thereon.


                                      B-5


                                    EXHIBIT B


                                    ARTICLE 4

                                TRUSTEE REPORTING

         4.1      Reports. The Trustee shall furnish the Administrator with
statements of transactions in the Trust and statements of the market value of
the Trust Fund at least monthly, and the Administrator and the Grantor with a
statement of trust investments including the market value thereof at least
annually. The failure of both the Grantor and the Administrator to object to any
matter contained in such statements by written notice signed by either the
Grantor or the Administrator within ninety (90) days after receipt of the same
shall constitute the Grantor's assent to such statements and shall be final and
binding as to all matters contained in such statements upon the Grantor, the
Administrator as agent for the Grantor, and all persons, whether or not in
being, interested in the Trust Fund. In addition, the Grantor may execute a
release, with or without an account, approving the administration of the Trust.
A release shall discharge the Trustee from any accountability and liability to
the Grantor, the Grantor's legal representatives, or any persons, whether or not
in being, interested in the Trust Fund, with the same effect as if the account
of the Trustee were judicially settled and allowed.

         4.2      Information. The Trustee shall also furnish the Administrator
or the Grantor with such other information relating to the actual or estimated
income of the Trust Fund, including the character of such income, and to
estimated taxes resulting from such income as the Trustee and the Administrator
may from time to time agree is necessary or desirable to assure appropriate
reporting and payment of taxes by or on behalf of the Grantor.

         4.3      Right to Examine. The Grantor and the Administrator, or such
persons as may be designated by them, shall at any time upon five (5) days'
advance written notice to the Trustee have the right to examine, during the
normal business hours of the Trustee, all books and records of the Trustee
pertaining to the Trust Fund.

                                    ARTICLE 5

                     INVESTMENT AND ADMINISTRATIVE AUTHORITY

         5.1      Powers. In addition to any powers conferred by law, the
Trustee shall have the following powers, authorities and discretions with
respect to any property, real or personal, at any time held under any provision
hereof and may exercise the same with sole and absolute discretion and without
the order or approval of any court, and the Grantor intends that such powers,
authorities and discretions (including the following) be construed in the
broadest possible manner:

                  (a)      To retain any such property without regard to the
         proportion any such property or similar property held may bear to the
         entire amount held and without any obligation to diversify the same,
         whether or not the same is of the kind in which fiduciaries are
         authorized by law or any rule of court to invest funds;


                                      B-6


                                    EXHIBIT B


                  (b)      To sell, transfer or exchange any such property upon
         such terms and conditions as may be deemed advisable, at public or
         private sale, for cash or on credit for such period of time as may be
         deemed advisable, or partly for cash and partly on credit, and with or
         without security, without obligation to "test the market" by soliciting
         offers from a third party or to obtain an appraisal to establish the
         value thereof; and the purchaser of such property shall have no
         obligation to inquire as to the use or application of the proceeds of
         sale; to exchange any property held hereunder upon such terms and
         conditions as may be deemed advisable; and to grant warranties,
         guaranties, indemnities or options with respect to any of the foregoing
         without regard to the duration of any trust or any time limitation
         imposed by law;

                  (c)      To invest and reinvest in and to acquire, by
         purchase, exchange or otherwise, property of any character whatsoever,
         foreign or domestic, or interests or participations therein, including
         by way of illustration and not of limitation: real property, mortgages,
         bonds, notes, debentures, certificates of deposit, options, puts,
         calls, warrants, partnerships, common and preferred stocks, shares or
         interests in investment trusts, mutual funds or common trust funds
         (including, without limitation, common trust funds maintained by a
         corporate fiduciary and other trusts or funds with respect to which the
         Trustee or its affiliates acts as investment advisor or custodian or
         provides other services), annuity contracts, futures contracts, forward
         contracts, short sales and swap contracts; provided such investments
         may be made without regard to the proportion any such property or
         similar property held may bear to the entire amount held and without
         any obligation to diversify, whether or not the same is of the kind in
         which fiduciaries are authorized by law or any rule of court to invest
         funds;

                  (d)      To participate in and to consent to any plan of
         reorganization, recapitalization, consolidation, merger, combination,
         dissolution, liquidation or other similar plan and any action
         thereunder, including by way of illustration and not of limitation to
         receive and retain property under any such plan whether or not the same
         is of the kind in which fiduciaries are authorized by law or any rule
         of court to invest funds;

                  (e)      To deposit any Trust Fund property with any
         protective, reorganization or similar committee, to delegate
         discretionary power to any such committee, and to pay part of the
         expenses and compensation of any such committee and any assessments
         levied with respect to any property so deposited;

                  (f)      To commence or defend suits or legal proceedings and
         to represent the Trust in all suits or legal proceedings and to settle,
         compromise, or submit to arbitration and claims, debts, or damages due
         or owing to or from the Trust;

                  (g)      To exercise all conversion, subscription, voting and
         other rights of whatsoever nature pertaining to any such property and
         to grant proxies, discretionary or otherwise, with respect thereto; to
         appoint voting trustees under voting trust agreements


                                      B-7


                                    EXHIBIT B


         and to delegate to such voting trustees the power to vote and all other
         powers, authorities and discretions usually conferred upon trustees
         under voting trust agreements;

                  (h)      To borrow such sums of money at any time and from
         time to time for such periods of time upon such terms and conditions
         from such persons or corporations (including any fiduciary hereunder)
         for such purposes as may be deemed advisable, and to secure such loans
         by the pledge or hypothecation of any property held hereunder; and the
         lender shall have no obligation to inquire as to the application of the
         sums loaned or as to the necessity, expediency or propriety of the loan
         and with respect to financial instruments and any group or index of
         securities (or any interest therein based upon the value thereof), to
         deposit any property as collateral with any agent and to grant security
         interests in such collateral;

                  (i)      To register and hold any property of any kind,
         whether real or personal, at any time held hereunder in the name of a
         nominee or nominees and to hold any such personal property in any
         State; and to receive and keep any stocks, bonds or other securities
         unregistered or in such condition that title thereto will pass by
         delivery;

                  (j)      To distribute (including in satisfaction of any
         pecuniary disposition) any property in kind at market value unless
         otherwise directed herein or in cash, or partly in kind and partly in
         cash, and, without the consent of any beneficiary, to allocate among
         the recipients the property distributed in kind (including in
         satisfaction of any pecuniary disposition) in divided or undivided
         interests and without any obligation to make proportionate
         distributions or any obligation to distribute to all recipients
         property having an equivalent Federal income tax cost;

                  (k)      To allocate to principal all dividends and
         distributions payable in property or in stocks, bonds or other
         securities whether of the disbursing company or another company;

                  (l)      After the termination of the Trust hereunder to
         exercise all the powers, authorities and discretions herein conferred
         until the complete distribution of the property held hereunder;

                  (m)      To accept additional property transferred on behalf
         of the Grantor;

                  (n)      To remove all or any part of the assets of or the
         situs of administration of the Trust hereunder from one jurisdiction to
         another jurisdiction, either within or without the United States of
         America, at any time or from time to time;

                  (o)      To employ investment counsel, accountants,
         depositories, custodians, brokers, consultants, agents, attorneys and
         other employees, irrespective of whether any person or entity so
         employed shall be a fiduciary hereunder or shall be a corporate
         affiliate of a fiduciary hereunder and irrespective of whether any
         entity so employed shall


                                      B-8


                                    EXHIBIT B


         be one in which a fiduciary hereunder shall be a partner, stockholder,
         director, officer or corporate affiliate or shall have any interest,
         and to pay the usual compensation for such services out of principal or
         income as may be deemed advisable; and such compensation may be paid
         without diminution of or charging the same against the commissions or
         compensation of any fiduciary hereunder; and any fiduciary who shall be
         a partner, stockholder, director, officer or corporate affiliate in any
         such entity shall nevertheless be entitled as partner, stockholder,
         director, officer or corporate affiliate to receive such fiduciary's
         share of the compensation paid to such entity;

                  (p)      To exercise any and all of the powers, authorities
         and discretions conferred hereunder in respect of any securities of any
         corporate fiduciary acting hereunder, or in respect of any securities
         of any holding company or corporation owning securities of any
         corporate fiduciary acting hereunder; and

                  (q)      To act in any jurisdiction where permitted by law, or
         to designate one or more persons or a corporation to be ancillary
         fiduciary who shall serve without bond or security in any jurisdiction
         in which ancillary administration may be necessary; and to negotiate
         and determine the compensation to be paid to such ancillary fiduciary
         whether or not any compensation would otherwise be authorized by law,
         and to pay such compensation out of principal or income or both; and
         such ancillary fiduciary shall have with respect to any and all
         property subject to the ancillary administration all powers,
         authorities and discretions granted in this Article; provided, however,
         that any action which may require the investment of additional funds or
         the assumption of additional obligations shall not be undertaken
         without prior written consent of the fiduciary or fiduciaries acting
         hereunder; and if by reason of the law of any jurisdiction in which it
         may be necessary to perform any act any fiduciary hereunder may be
         disqualified from acting, then all of the acts required to be performed
         in such jurisdiction may be performed by such fiduciary's qualified
         co-fiduciary or co-fiduciaries then acting hereunder.

         5.2      Additional Authority. Notwithstanding the provisions of
Section 5.1 hereof:

                  (r)      The Administrator, as agent for the Grantor, shall
         have the authority to establish and deliver to the Trustee from time to
         time written investment guidelines setting forth the parameters within
         which the Trustee shall exercise its discretionary authority with
         respect to the investment of the Trust Fund subject to the restrictions
         on investments set forth above, and the Trustee shall have no liability
         to the Administrator, the Company, the Grantor or any other person
         interested in the Trust Fund for any action or any omission in reliance
         upon such guidelines;

                  (s)      The Administrator, as agent for the Grantor, is
         authorized to receive any disclosures or other notices delivered by the
         Trustee with respect to the investment of the Trust Fund in shares or
         interests in investment trusts or mutual funds with respect to which
         the Trustee or any of its affiliates acts as investment advisor or
         custodian or provides other services;


                                      B-9


                                    EXHIBIT B


                  (t)      In no event may the Trust Fund be invested in
         securities (including stocks or rights to acquire stock) or obligations
         issued by the Company, other than a de minimus amount held in common
         investment vehicles in which the Trustee invests; and

                  (u)      The Trustee and its affiliates shall discharge their
         duties with respect to the Trust Fund solely in the interest of the
         Grantor and his or her Beneficiaries, for the exclusive purpose of
         accumulating assets to make distributions as provided in Article 2
         hereunder and paying the reasonable expenses of administering the
         Trust.

                                    ARTICLE 6

                               GENERAL PROVISIONS

         6.1      Governing Law. This Trust Agreement and the Trust created
hereunder shall be construed, regulated and governed in all respects, not only
as to administration but also as to validity and effect, by the laws of the
State of Georgia in effect from time to time, without regard to its conflict of
laws rules.

         6.2      IRC. The references in this Trust Agreement to the Internal
Revenue Code shall mean the Internal Revenue Code of 1986, as amended, and shall
include corresponding provisions of all subsequently enacted federal tax laws.

         6.3      Severability. Any provision of the Trust Agreement prohibited
by law, or which would cause the Trust to any extent to fail or cease to be a
grantor trust as described in Section 1.3 hereof, shall be to such extent
ineffective, without invalidating the remaining provisions hereof.

         6.4      Prohibition of Assignment. Amounts held in the Trust Fund may
not be anticipated, assigned, alienated, pledged, encumbered or subjected to
attachment, garnishment, levy, execution or other legal or equitable process,
except to the extent specifically permitted herein. The Grantor's spouse hereby
agrees that he or she will not seek, in any Domestic Relations Order (as defined
in Section 414(p) of the Code) or otherwise, to have any amounts of the Trust
Fund paid or distributed from the Trust prior to the time of distribution or
payment stated in Section 2.1 hereof.

         6.5      Notice. Any notice required under this Trust Agreement shall
be delivered (a) personally, (b) by next day courier service (e.g., Federal
Express or UPS), or (c) by certified or registered mail, return receipt
requested, addressed as follows (or to such other address as any party may so
notify the other party):

                  If to the Trustee:

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

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


                                      B-10


                                    EXHIBIT B



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

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

                  If to the Grantor:

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

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

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

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

                  If to the Administrator:

                           Delta Air Lines, Inc.
                           Attention:  Senior Vice President-General Counsel
                           1030 Delta Boulevard
                           Atlanta, Georgia  30320

         Any notice required under this Trust Agreement may be waived by the
person entitled to such notice. Any notice to or from the Grantor under this
Trust Agreement shall, in the event of the Grantor's death, be provided to or by
the Beneficiaries designated by the Grantor under this Trust Agreement.

         6.6      Binding Effect. This Trust Agreement shall be binding on all
persons entitled to payments from the Trust Fund and their respective heirs and
legal representatives, and on the Trustee and its successors.

         6.7      Amendment. The Administrator, acting on behalf of the Grantor,
may from time to time amend this Trust Agreement in any respect; provided,
however, that no such amendment shall (i) change the duties, responsibilities,
or compensation of the Trustee without the Trustee's written consent; (ii) cause
any amount held in the Trust Fund to be payable to the Company or to any person
other than the Grantor, his or her Beneficiaries, his or her estate, or to the
Trustee as compensation for services, or reimbursement for payment to its
agents; or (iii) otherwise diminish the rights of Grantor.

         6.8      Beneficiaries. In general, a Grantor's Beneficiaries shall be
the beneficiary or beneficiaries designated by the Grantor. A beneficiary
designation under this Trust Agreement shall be made in writing by the Grantor
in such manner and on such form as shall be specified by the Administrator, and
a designation shall not be effective until it has been filed with the
Administrator. In the absence of a beneficiary designation hereunder or the
failure of the Beneficiaries to survive, the Beneficiary shall be the Grantor's
spouse, if any, and, if none his or her estate.

         6.9      Headings. Headings of paragraphs herein are for purposes of
information only, and this Trust Agreement is not to be construed with reference
thereto.


                                      B-11


                                    EXHIBIT B


         IN WITNESS WHEREOF, the Grantor has hereunto set his or her hand and
seal and the undersigned corporate party has caused this Trust Agreement to be
executed and its seal affixed hereunto by its officers duly authorized and
directed all as of the day and year first above written.



                                    --------------------------------------------
                                    Grantor

                                    I am aware of and agree to the provisions of
                                    this Trust, specifically including the
                                    provisions of Section 6.4 hereof



                                    --------------------------------------------
                                    Grantor's spouse

                                    SunTrust Bank
                                    Trustee


                                    By:
                                       -----------------------------------------
                                    Attest:
                                           -------------------------------------


                                      B-12


                                    EXHIBIT B


                                   SCHEDULE A


2002 Delta Excess Benefit Plan
2002 Delta Supplemental Excess Benefit Plan


                                      B-13


                                    EXHIBIT B


STATE OF                )
         ---------------
                        )
COUNTY OF               )
          --------------

         On this _____ day of ______________, 2002, before me personally came
_____________, to me known and known to me to be the same person described in
and who executed the foregoing instrument, and acknowledged to me that such
person executed the same.

         GIVEN under my hand and Notarial Seal this ___ day of ___________,
2002.



                                             -----------------------------------
                                             Notary Public



                                             -----------------------------------
                                             My Commission Expires:


                                      B-14

                                    EXHIBIT B


STATE OF                            )
         ---------------------------
                                    )
COUNTY OF                           )
          --------------------------

         On this _____ day of _______________, 2002, before me personally came
_____________, to me known, who, being by me duly sworn, did depose and say
that such person resides at _______________________________________________in
the City of ________, County of _______________, State of ___________________;
that such person is a _______________________ of Suntrust Bank, the corporation
described in and which executed the foregoing instrument; that such person
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation, and that such person signed such person's name thereto by
like order.

         GIVEN under my hand and Notarial Seal this ___ day of _______________,
2002.



                                             ----------------------------------
                                             Notary Public


                                             My Commission Expires:
                                                                   -------------


                                      B-15



                                   EXHIBIT C
                            BENEFICIARY DESIGNATION

                             EMPLOYEE GRANTOR TRUST

         I understand that, pursuant to Section 5 of my Excess Benefit
Agreement, assets of the ______________Employee Grantor Trust (the "Grantor
Trust")will be applied to reduce survivor benefits payable on my behalf under
the nonqualified supplemental benefit plans specified in Schedule A attached to
the Grantor Trust (the "Plans") and my Excess Benefit Agreement. I specifically
understand that the supplemental monthly survivor benefit otherwise payable to
my spouse and other eligible family members under the Plans and my Excess
Benefit Agreement will be so reduced regardless of whether my spouse is named
as a beneficiary under this Trust, to the extent described in said Section 5. I
understand that my spouse must consent to the designation of any beneficiary
other than my spouse. I further understand that in the event any beneficiary
does not survive me, any remaining assets of the Grantor Trust will be paid to
my spouse, if any, or if none, my estate.



Name of Beneficiary:
                    -----------------------------------------------------------

Social Security Number:
                       --------------------------------------------------------

Address:
        -----------------------------------------------------------------------

Beneficiary Share:
                  -------------------------------------------------------------



Name of Beneficiary:
                    -----------------------------------------------------------

Social Security Number:
                       --------------------------------------------------------

Address:
        -----------------------------------------------------------------------

Beneficiary Share:
                  -------------------------------------------------------------



Name of Beneficiary:
                    -----------------------------------------------------------

Social Security Number:
                       --------------------------------------------------------

Address:
        -----------------------------------------------------------------------

Beneficiary Share:
                  -------------------------------------------------------------


                                      C-1

                                   EXHIBIT C


Name of Beneficiary:
                    -----------------------------------------------------------

Social Security Number:
                       --------------------------------------------------------

Address:
        -----------------------------------------------------------------------

Beneficiary Share:
                  -------------------------------------------------------------



- ----------------------------------        -------------------------------------
Date                                      Signature of Employee


- ----------------------------------
Witness


                                      C-2



                                   EXHIBIT D

                               CONSENT OF SPOUSE

         I understand that my spouse has designated someone other than myself
as a beneficiary of the Grantor Trust. By signing below, I give my consent to
the designation of the beneficiary(ies) on the Beneficiary Designation Employee
Grantor Trust form. I am aware that in the event of my spouse's death, I will
not receive that part of the Grantor Trust assets designated for other
beneficiaries. I also understand that pursuant to Section 5 of my Spouse's
Excess Benefit Agreement, the supplemental monthly survivor benefit otherwise
payable to me and other eligible family members under the nonqualified
supplemental benefit plans specified in Schedule A attached to the Grantor
Trust and my spouse's Excess Benefit Agreement will be reduced as provided in
said Section 5 by amounts in the Grantor Trust regardless of whether or not I
am named as a beneficiary under the Grantor Trust.



- ----------------------------------        -------------------------------------
Date                                      Signature of Employee's Spouse


- ----------------------------------
Administrator or Notary Public


                                      D-1

EX-12

                                                                      EXHIBIT 12





DELTA AIR LINES, INC.
STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS (LOSS) TO FIXED CHARGES
(IN MILLIONS, EXCEPT RATIOS)




                                                                    Three Months   Three Months
                                                                       Ended           Ended
                                                                      March 31       March 31
                                                                        2002          2001
                                                                    ------------   ------------
                                                                             
Earnings (loss)
              Earnings (loss) before income taxes                      $(602)          $(222)

Add (deduct)
              Fixed charges from below                                   316             282
              Interest capitalized                                        (5)             (9)
                                                                       -----           -----

Earnings (loss) as adjusted                                            $(291)          $  51

Fixed charges
              Interest expense                                         $ 157           $ 120
              Portion of rental expense representative of the
                interest factor                                          159             162
                                                                       -----           -----

Total fixed charge                                                     $ 316           $ 282

Ratio of earnings (loss) to fixed charges (1)                          (0.92)           0.18




(1) Fixed charges exceeded our adjusted earnings (loss) by $607 million in 2002
and $231 million in 2001.

EX-15

                                                                      EXHIBIT 15


                      [LETTERHEAD OF DELOITTE & TOUCHE LLP]


May 14, 2002

Delta Air Lines, Inc.
Atlanta, Georgia

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Delta Air Lines, Inc. and subsidiaries for the period ended March
31, 2002, as indicated in our report dated April 19, 2002; because we did not
perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, is being
incorporated by reference in Registration Statement Nos. 2-94541 and 333-65218
on Form S-3 and Registration Statement Nos. 33-30454, 33-65391, 333-16471,
333-46904, 333-48718, 333-49553, 333-73856, and 333-92291 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statements prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP