8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16 2007

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05424	58-0218548
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 20706, Atlanta, Georgia 30320-6001

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 715-2600

Registrant’s Web site address: www.delta.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          On March 16, 2007, the Personnel & Compensation Committee (“P&C Committee”) of the Board of Directors of Delta Air Lines, Inc. adopted the Delta Air Lines, Inc. 2007 Performance Compensation Plan, subject to approval of Delta’s Joint Plan of Reorganization by the U.S. Bankruptcy Court. The 2007 Performance Compensation Plan is filed with this report as Exhibit 10.1 and its contents are incorporated by reference into this Item 5.02.

          On March 16, 2007, the P&C Committee adopted the Delta Air Lines, Inc. 2007 Officer and Director Severance Plan, subject to approval of Delta’s Joint Plan of Reorganization by the U.S. Bankruptcy Court. The Severance Plan is filed with this report as Exhibit 10.2 and its contents are incorporated by reference into this Item 5.02.

          On March 16, 2007, the P&C Committee adopted targets and performance measures under the 2007 Management Incentive Plan (“MIP”), which is part of the 2007 Performance Compensation Plan and subject to approval of Delta's Joint Plan of Reorganization by the U.S. Bankruptcy Court. A summary of the target and performance measures is filed with this report as Exhibit 10.3 and its contents are incorporated by reference into this Item 5.02.

Item 8.01 Other Events.

          On March 20, 2007, Delta filed with the Bankruptcy Court a summary of the new compensation program for employees, including executive officers, in a supplement to the company’s Disclosure Statement. The portion of the supplement to the Disclosure Statement summarizing the new compensation program, excluding exhibits to such supplement, is furnished hereto as Exhibit 99.1. On March 20, 2007, Delta also issued a press release announcing the new compensation program for employees, which is furnished as Exhibit 99.2 hereto. The information furnished pursuant to this Item 8.01 shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number Description

Exhibit 10.1 Delta Air Lines, Inc. 2007 Performance Compensation Plan

Exhibit 10.2 Delta Air Lines, Inc. 2007 Officer and Director Severance Plan

Exhibit 10.3 Summary of the Targets and Performance Measures Under the 2007 Management Incentive Plan

Exhibit 99.1 Summary of Emergence Compensation Programs for Delta Air Lines, Inc.

Exhibit 99.2 Press Release dated March 20, 2007 titled “Delta Develops Comprehensive Compensation Program to Allow Employees to Share in Company’s Future Success.”

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SIGNATURES

          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 hereunto duly authorized.

	DELTA AIR LINES, INC.
	By:  /s/ Edward H. Bastain
Date: March 21, 2007	Edward H. Bastian Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 10.1	Delta Air Lines, Inc. 2007 Performance Compensation Plan
Exhibit 10.2	Delta Air Lines, Inc. 2007 Officer and Director Severance Plan
Exhibit 10.3	Summary of the Targets and Performance Measures Under the 2007 Management Incentive Plan
Exhibit 99.1	Summary of Emergence Compensation Programs for Delta Air Lines, Inc.
Exhibit 99.2	Press Release dated March 20, 2007 titled “Delta Develops Comprehensive Compensation Program to Allow Employees to Share in Company’s Future Success.”

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EX-10.1

Exhibit 10.1

DELTA AIR LINES, INC.

2007 PERFORMANCE COMPENSATION PLAN

Section 1. Purpose. The purpose of the Delta Air Lines, Inc. 2007 Performance Compensation Plan is to enhance the incentive of those employees, members of the Board and other individuals who are expected to contribute significantly to the success of the Company and its Affiliates in achieving the Company’s short-term and long-term objectives and, in general, to further the best interests of the Company and its shareowners.

Section 2. Definition.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Act” means the Securities Exchange Act of 1934, as amended from time to time, and includes the applicable regulations promulgated thereunder.

(b)“Affiliate” means any entity that, directly or indirectly, controls or is controlled by or under common control with the Company.

(c)“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award granted under the Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein.

(d)“Award Agreement” means any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant, as determined by the Committee.

(e)“Board” means the board of directors of the Company.

(f)“Cause,” unless otherwise provided in an applicable Award Agreement, means a Participant’s:

(i) continued, substantial failure to perform his duties with the Company or an Affiliate (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant which identifies the manner in which the Company or an Affiliate believes that the Participant has not performed his duties, or

(ii) misconduct which is economically injurious to the Company or to any Affiliate, or

(iii) conviction of, or plea of guilty or no contest to, a felony or any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty, or

(iv) material violation of any material Company or Affiliate policy or rule regarding conduct, which policy or rule has been communicated in writing to the Participant.

A Participant shall have at least ten (10) business days to cure, if curable, any of the events (other than clause (iii)) which could lead to his termination of Cause. For any Participant who is an Executive Vice President or more senior executive of the Company, a termination for Cause must be approved by a 2/3 vote of the entire Board.

(g)“Change in Control,” unless otherwise provided in the applicable Award Agreement, means the occurrence after the Emergence Date of:

(i) any “person” (as defined in Section 13(d) of the Act)other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its Affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 35% of the combined voting power of the Company’s then outstanding Voting Stock (excluding any “person” who becomes such a beneficial owner in connection with a transaction described in clause (A) of paragraph (iii) below), unless such person acquires beneficial ownership of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding solely as a result of an acquisition of Company Voting Stock by the Company which, by reducing the Company Voting Stock outstanding, increases the proportionate Company Voting Stock beneficially owned by such person to more than 35% of the combined voting power of the Company’s Voting Stock then outstanding; provided, that if a person shall become the beneficial owner of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the beneficial owner of any additional Company Voting Stock which causes the proportionate voting power of such Company Voting Stock beneficially owned by such person to increase to more than 35% of the combined voting power of such Voting Stock then outstanding, such person shall, upon becoming the beneficial owner of such additional Company Voting Stock, be deemed to have become the beneficial owner of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company;

(ii)at any time during a period of twelveconsecutive months (but not including any period before the Emergence Date) individuals who at the beginning of such period constituted the Board (and any new member of the Board, whose election by the Board or nomination for election by the Company’s shareowners was approved by a vote of at least two-thirds of the members of the Board then still in office who either were members of the Board 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 members then constituting the Board; or

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(iii)the consummation of (A) a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a reorganization, merger or consolidation which results in the Company’s Voting Stock outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into Voting Stock of the surviving entity or any parent thereof) more than 65% of the voting power of the Voting Stock or the total fair market value of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of assets of the Company having a total gross fair market value equal to more than 40% of the total gross Fair Market Value of all assets of the Company immediately prior to such transaction or transactions other than any such sale to an Affiliate.

Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred with respect to a Participant if the Participant is part of a “group”, within the meaning of Section 13(d)(3) of the Act, 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.

(h)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and includes the applicable regulations promulgated thereunder.

(i)“Committee” means the Personnel and Compensation Committee of the Board or such other committee as may be designated by the Board. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board.

(j)“Company” means Delta Air Lines, Inc.

(k)“Covered Employee” means an individual who is a “covered employee” within the meaning of Section 162(m)(3) of the Code or any successor provision thereto.

(l)“Disability” means long-term or permanent disability as determined under the disability plan of the Company or Affiliate applicable to the Participant.

(m)“Emergence Date” means the effective date of the Plan of Reorganization.

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(n)“Emergence Grant” means an Option, Restricted Stock, or Performance Award that is approved as part of the Plan of Reorganization and that has a date of grant of the Emergence Date or such later date specified by the Committee. Specific terms applicable to the Emergence Grants are included at Appendix A.

(o)“Fair Market Value” means with respect to Shares, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock exchange on which the Shares trade or are quoted, or if Shares are not so listed or quoted, fair market value as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(p)“Good Reason,” unless otherwise provided in an applicable Award Agreement,means any of the following which occur without a Participant’s express written consent:

(i)prior to a Change in Control, in the case of a Participant who is an Executive Vice President or more senior executive of the Company, a diminution or other reduction of such Participant’s authorities, duties or responsibilities, other than an insubstantial and inadvertent act that is promptly remedied by the Company after written notice by such Participant to the Chief Executive Officer of the Company;

(ii)following a Change in Control, in the case of any Participant, a diminution or other reduction of such Participant’s authorities, duties or responsibilities, other than an insubstantial and inadvertent act that is promptly remedied by the Company or an Affiliate after written notice by such Participant to the Chief Executive Officer of the Company;

(iii) prior to a Change in Control, the Participant’s office is relocated by more than 50 miles and the relocation would place the Participant in a position of reduced status and importance within the Company or an Affiliate generally;

(iv)following a Change in Control, the Participant’s office is relocated by more than 50 miles;

(v) a reduction of Participant’s base salary or incentive compensation opportunities, in either case other than pursuant to a uniform percentage salary reduction for similarly situated executives (or, following a Change in Control, all full-time domestic employees not subject to a collective bargaining agreement);

(vi)the Company does not keep in effect compensation, retirement, health and welfare benefits, or perquisite programs under which the Participant receives benefits substantially similar, in the aggregate, to those in effect prior to a reduction (other than a reduction pursuant to an equivalent reduction in such benefits for similarly situated Participants (or, following a Change in Control, all full-time domestic employees who are not subject to a collective bargaining agreement)); or

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(vii)a material breach by the Company or an Affiliate of any binding obligation to the Participant relating to a material term of the Participant’s employment, including but not limited to, indemnification or the terms of an Award hereunder, or any failure of a successor to the Company to assume and agree to perform such obligation.

Notwithstanding the foregoing, (A) the Emergence Grant will be ignored for purposes of determining whether a Participant has suffered a reduction that constitutes Good Reason under subsection 2(p)(v) or 2(p) (vi) above, (B) as to any Participant, an event described in subsections 2(p)(i) through (vii) above shall constitute Good Reason only if such Participant gives the Company written notice of intent to resign and the reasons therefore within ninety (90) days of the occurrence of such event, unless the Committee agrees otherwise, and (C) no event described in subsections 2(p)(i) through 2(p)(vii) which is curable shall constitute Good Reason if such event is cured by the Company or an Affiliate within ten (10) days of the Participant’s notice, given in accordance with (B) above.

(q)“Incentive Stock Option” means an Option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that (i) meets the requirements of Section 422 of the Code, or any successor provision thereto and (ii) is designated by the Committee as an Incentive Stock Option.

(r)“Non-Qualified Stock Option” means an Option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is not an Incentive Stock Option.

(s)“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.

(t)“Other Stock-Based Award” means an Award granted pursuant to Section 10 of the Plan.

(u)“Participant” means the recipient of an Award granted under the Plan.

(v)“Performance Award” means an Award granted pursuant to Section 9 of the Plan.

(w)“Performance Period” means the period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are measured.

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(x)“Plan” means the Delta Air Lines, Inc. 2007 Performance Compensation Plan, as the same may be amended from time to time, including any appendices hereto.

(y)“Plan of Reorganization” means the Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code—Case No. 05-17923 (ASH).

(z)“Qualified Performance-Based Compensation” means qualified performance-based compensation as defined in Treasury Regulation §1.162-27(e) or any successor thereto.

(aa)“Restricted Stock” means any Share granted under Section 8.

(bb)“RSU” or “Restricted Stock Unit” means a contractual right granted under Section 8 that is denominated in Shares. Each Unit shall represent a right to receive the value of one Share (or a percentage of such value) upon the terms and conditions set forth in the Plan and the applicable Award Agreement. Awards of Restricted Stock Units may include, without limitation, the right to receive dividend equivalents.

(cc)“Retirement” means a Termination of Employment (other than for Cause or death) either (i) on or after a Participant’s 62^nd birthday or (ii) on or after a Participant’s 52^nd birthday provided that such Participant has completed at least 10 years service with the Company or an Affiliate.

(dd)“SAR” or “Stock Appreciation Right” meansany right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right as specified by the Committee in its discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 5(d), shall not be less than the Fair Market Value of one Share on the date of grant of the right.

(ee)“Shares” means shares of the common stock of the Company, par value $0.0001 per share.

(ff)“Substitute Awards” means awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or an Affiliate or with which the Company or an Affiliate combines.

(gg)“Termination of Employment” means, in the case of a Participant who is an employee of the Company or any of its Affiliates, cessation of the employment relationship such that the Participant is no longer an employee of the Company or an Affiliate, or, in the case of a Participant who is an independent contractor, the date the performance of services for the Company or an Affiliate has ended; provided, however, that in the case of an employee, the transfer of employment from the Company to an Affiliate, from an Affiliate to the Company, from one Affiliate to another Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate as an independent contractor shall not be deemed a Termination of Employment and, in the case of an independent contractor, performance of services as an employee shall not be deemed a termination of service that would constitute a Termination of Employment; and provided, further, that a Termination of Employment will be deemed to occur for a Participant employed by an Affiliate when an Affiliate ceases to be an Affiliate unless such Participant’s employment continues with the Company or another Affiliate.

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(hh)   “Vesting Period” means with respect to an Award the period designated by the terms of the Plan or the applicable Award Agreement as the period over which services generally must be performed by the Participant receiving such Award in order for such Award to be 100% vested and nonforfeitable.

(ii)“Voting Stock” means securities entitled to vote generally in the election of members of the board of directors.

Section 3.       Eligibility.

(a)Scope.Any employee, member of the Board, consultant or other advisor of, or any other individual who provides services to, the Company or any Affiliate or any other entity in which the Company has a significant equity interest, shall be eligible to be selected to receive an Award under the Plan.

(b)Substitute Awards.Holders of options and other types of awards granted by a company acquired by the Company or an Affiliate or with which the Company or an Affiliate combines are eligible for grant of Substitute Awards hereunder.

Section 4.       Administration.

(a)The Committee.The Plan shall be administered by the Committee. The Committee shall be appointed by the Board. The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. To the extent permitted by applicable law, the Committee may delegate its authority to exercise all duties and responsibilities under the Plan, including those listed in Section 4(b) below,to any individual, group of individuals or committee except that any such delegation shall not be applicable to any Award fora person then covered by Section 16 of the Act. The Committee may issue rules and regulations for administration of the Plan. The Committee shall meet at such times and places as it may determine.

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(b)Power and Authority.Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have sole and absolute authority and discretion to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c)All Decisions Binding. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the shareowners and the Participants unless a court of competent jurisdiction determines that such decision was arbitrary and capricious.

Section 5.       Shares Available for Awards and Award Limitations.

(a)Shares Available.Subject to adjustment as provided below, the maximum number of Shares available for distribution under the Plan will not exceed30,000,000 Shares. Notwithstanding the foregoing and subject to adjustment as provided in Section 5(d) and the limitations included in Section 12, no Participant may receive under the Plan in any calendar year (i) Options and SARs that relate to more than2,000,000 Shares; (ii) Restricted Stock and RSUs that relate to more than 1,000,000 Shares; or (iii) Performance Awards or Other Stock-Based Awards that relate to more than 1,500,000 Shares; and the maximum amount that may be paid in a calendar year in respect of an annual Award denominated in cash or value other than Shares with respect to any Participant shall be $10,000,000, and the maximum amount of a long-term incentive Award denominated in cash shall be $10,000,000 multiplied by the number of years included in any applicable Performance Period(s) (and any applicable fraction for any Performance Period(s) of less than one year) relating to such Awards.

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(b)Share Counting.Any Shares subject to an Award (but not including any Substitute Award), that expires, is cancelled, forfeited, or otherwise terminates without the delivery of Shares, including (i) the number of Shares surrendered or withheld in payment of any exercise or price of an Award or taxes related to an Award and (ii) any Shares subject to an Award to the extent that Award is settled without the issuance of Shares, shall again be, or shall become, available for distribution under the Plan; provided, however, that in the case of an SAR that is settled by the delivery of Shares, the number of Shares relating to such SAR that are being exercised shall be counted against the maximum aggregate number of Shares that may be issued under the Plan on the basis of one Share for every Share subject to the Award, regardless of the actual number of Shares used to settle the SAR upon exercise, and the number of Shares relating to such SAR that may again be available for distribution under the Plan is limited to the part of the SAR, if any, that is forfeited or expires.

(c)Type of Shares.Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

(d)Effect of Certain Changes.In the event that any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall adjust equitably any or all of (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a) and Section 12, (ii) the number and type of Shares (or other securities) subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(e)Effect of Substitute Awards.Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for distribution under the Plan.

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Section 6.       Options.

(a)Options Generally.The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine; provided, however, that unless an individual Award Agreement includes other terms, Options included in the Emergence Grant will be subject to the terms set forth on Appendix A hereto.

(b)Exercise Price.The exercise price per Share under an Option shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(c)Term.The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant thereof.

(d)Vesting and Exercisability.The Committee shall determine the time or times at which an Option may be exercised in whole or in part with such time or times to be specified in the Award Agreement for the Option.

(e)Payment of Exercise Price.The Committee shall determine the method or methods, including broker-assisted cashless exercise, by which, and the form or forms, including, without limitation, cash, Shares, other Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(f)Incentive Stock Options.The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder.

Section 7.       Stock Appreciation Rights.

(a)SARs Generally.The Committee is authorized to grant SARs to Participants with such terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan.

(b)Grants.SARs may be granted to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.

(c)Tandem SARs.Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option. In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SAR. Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.

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(d)Term.A freestanding SAR shall not have a term of greater than 10 years from the date of grant thereof, or, unless it is a Substitute Award, an exercise price less than 100% of Fair Market Value of the Share on the date of grant.

Section 8.       Restricted Stock and Restricted Stock Units.

(a)Restricted Stock and RSUs Generally.The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with such terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan; provided, however, that unless an individual Award Agreement includes other terms, Restricted Stock and RSUs included in the Emergence Grant will be subject to the terms set forth on Appendix A hereto.

(b)Restrictions.Shares of Restricted Stock and RSUs shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse or be waived by the Committee separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(c)Evidence of Award.Any share of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(d)Qualified Performance-Based Compensation.An Award under this Section 8 shall, if the Committee intends that such Award should constitute Qualified Performance-Based Compensation, comply with Section 12 of the Plan.

Section 9.       Performance Awards.

(a)Performance Awards Generally.The Committee is authorized to grant Performance Awards to Participants with such terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan; provided, however, that unless an individual Award Agreement includes other terms, Performance Awards included in the Emergence Grant will be subject to the terms set forth on Appendix A hereto.

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(b)Denomination; Performance Goals.Performance Awards may be denominated as a cash amount, number of Shares, or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

(c)Qualified Performance-Based Compensation.Every Performance Award shall, if the Committee intends that such Award should constitute Qualified Performance-Based Compensation, comply with Section 12 of the Plan. Except in the case of an Award intended to qualify as Qualified Performance-Based Compensation, if the Committee determines, in its discretion, that external changes or other unanticipated business conditions have materially affected the fairness of the performance goals, then the Committee may approve appropriate adjustments to the performance goals (either up or down) in whole or in part. Performance measures may vary from Performance Award to Performance Award, respectively, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.

(d)Settlement of Performance Awards; Other Terms.Settlement of Performance Awards shall be in cash, Shares, other Awards or other property, or a combination thereof, in the discretion of the Committee, as may be specified in the applicable Award Agreement or as otherwise may be determined by the Committee. Performance Awards will be distributed only after the end of the relevant Performance Period. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with such Performance Awards.

Section 10.    Other Stock-Based Awards. 

(a) Other Stock-Based Awards Generally.The Committee is authorized to grant Other Stock-Based Awards to Participants with terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan. Every Other Stock-Based Award shall, if the Committee intends that such Award should constitute Qualified Performance-Based Compensation, comply with Section 12 of the Plan.

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(b)Denomination; Purchase Rights.The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, notes, or other property, as the Committee shall determine. Cash Awards, as stand-alone Awards or as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 10.

Section 11.     Effect of Termination of Employment and a Change in Control on Awards.At the time of grant of an Award the Committee shall provide, by rule or regulation or in any Award Agreement, or may determine at any time in any individual case, the circumstances in which Awards shall be exercised, vested, paid or forfeited in the event a Participant ceases to provide service to the Company or any Affiliate or in the event of a Change in Control prior to the end of a Performance Period or exercise or settlement of such Award. Notwithstanding the foregoing, Emergence Grants will be subject to the terms of Appendix A.

Section 12.    Qualified Performance-Based Compensation.

(a)Pre-Established Formula Required.Every Award that is intended to constitute Qualified Performance-Based Compensation shall include a pre-established formula, such that exercise, payment, retention or vesting of the Award is subject to the achievement during a Performance Period or Performance Periods, as determined by the Committee, of a level or levels of, or improvements in, in each case as determined by the Committee, one or more performance measures with respect to the Company, any Affiliate and/or any business unit of the Company or any Affiliate, based on the following:

(i)any of the following financial measures: revenue per available seat mile; cost per available seat mile; total shareowner return; return on equity, assets, capital or investment; operating, pre-tax or net income levels expressed in either absolute dollars, earnings per share, or changes of the same; the market price of Shares; economic or cash value added; capitalization; net or operating profit margin; revenues or revenue growth; expenses; cash flow; operating cash flow or liquidity; or earnings before interest, taxes, depreciation, amortization and aircraft rent;

(ii)the results of employee satisfaction surveys;

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(iii)the results of customer satisfaction surveys; and

(iv)other measures of operational performance (including, without limitation, U.S. Department of Transportation performance rankings in operational areas), quality, safety, productivity or process improvement.

Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis. Relative performance may be measured against a group of peer companies, a financial market index, or other acceptable objective and quantifiable indices.

(b)Other Restrictions.In addition to the Award limitations set forth in Section 5(a), the Committee shall have the power to impose such other restrictions on Awards subject to this Section 12 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Qualified Performance-Based Compensation. Notwithstanding any provision of the Plan to the contrary, the Committee shall not be authorized to increase the amount payable to a Covered Employee under any Award to which this Section 12 applies upon attainment of such pre-established formula.

(c)Certain Changes Prohibited.Any settlement which changes the form of payment from that originally specified for an Award intended to constitute a Qualified Performance-Based Award shall be implemented in a manner such that the Award does not, solely for that reason, fail to qualify as Qualified Performance-Based Compensation.

Section 13.     General Provisions Applicable to Awards.

(a)Restrictive Covenants.The Committee may impose such restrictions on any Award with respect to non-competition, confidentiality and other conduct as it deems necessary or appropriate in its discretion.

(b)Configuration of Awards.Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(c)Form of Payment.Subject to the terms of the Plan and the applicable Award Agreement, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Committee in its discretion at the time of grant or as of the time of such exercise or payment, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

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(d)Nontransferability.Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, pledgeable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 13(e) and (ii) each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The provisions of this paragraph shall not apply to any Award which has been fully exercised or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(e)Participant’s Death.Upon the death of a Participant, the beneficiary eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death shall be the Participant’s estate.

(f)Legended Certificates.All certificates for Shares and/or Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Section 14.     Amendments and Termination.

(a)The Plan.Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareowner approval if such approval is required by the listed company rules of the stock exchange, if any, on which the Shares are principally traded or quoted or (ii) with respect to any affected Participant, the consent of such Participant if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

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(b)Awards.The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award; provided, however, that no such action shall adversely affect the rights of any affected Participant or holder or beneficiary (without such person’s consent) under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations; and providedfurther that, except as provided in Section 5(d), no such action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise price of any Award established at the time of grant thereof and providedfurther, that the Committee’s authority under this Section 14(b) is limited in the case of Awards subject to Section 12, as set forth in Section 12.

(c)Certain Equitable Adjustments.Except as noted in Section 12, the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including, without limitation, the events described in Section 5(d)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(d)Cancellation of Awards.Any provision of the Plan or any Award Agreement to the contrary notwithstanding, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award as of the date of cancellation, except that this Section 14(d) shall not be interpreted to permit any transaction that is prohibited by the second proviso of Section 14(b) relating to the direct or indirect repricing of Awards.

(e)Corrections and Clarifications.The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

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Section 15.     Miscellaneous.

(a)No Uniformity Required; No Promise of Future Grants.No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award which does not constitute a promise of future grants. The Committee, in its discretion, maintains the sole right to make grants hereunder.

(b)No Rights as Shareowner.A Participant granted an Award shall have no rights as a shareowner of the Company with respect to such Award unless and until such time as certificates or book-entry shares for the Shares underlying the Award are registered in such Participant’s name in the Company’s stock records.

(c)Withholdings.The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(d)Other Compensation Arrangements.Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(e)No Right to Continued Employment.The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement.

(f)Governing Law; Construction of Plan.The Plan and all determinations made and actions taken thereunder shall be governed by the internal substantive laws of the State of Delaware and construed accordingly, to the extent not superseded by applicable federal law. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

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(g)Unfunded and Unsecured Arrangement.Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(h)No Fractional Shares.No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Section 16.     Effective Date of the Plan.The Plan shall be effective as of the Emergence Date.

Section 17.     Term of the Plan.No Award shall be granted under the Plan on or after the ten year anniversary of its adoption by the Board. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board or the Committee to amend the Plan, shall extend beyond such date.

Section 18.    Section 409A of the Code.With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of Section 409A and the related regulations, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended by the Committee so as to avoid this conflict. Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any Participant or any other person if an Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Award do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code.

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APPENDIX A

TERMS OF EMERGENCE GRANTS

The terms of this Appendix A shall apply to all Awards included in Emergence Grants.

A. OPTIONS.

1.Award Grant. The Company grants to the Participant a Non-Qualified Stock Option covering a specified number of Shares under Section 6 of the Plan (the “Option”).

2.Grant Date. The grant date of the Option will be determined by the Committee.

3.Exercise Price. The exercise price of the Option is the closing price of a Share on the New York Stock Exchange on the grant date.

4.Exercise Period. Subject to the terms of the Plan, including Section A of this Appendix A, the Option (a) shall become exercisable with respect to one-third of the Shares on each of the first (“First Option Installment”), second (“Second Option Installment”) and third (“Third Option Installment”) anniversaries of the Emergence Date ¹; and (b) shall be exercisable through and including the day immediately preceding the tenth anniversary of the Emergence Date (“Expiration Date”).

5.Change in Exercisability and Exercise Period upon Termination of Employment. The exercisability of the Option and the exercise period set forth in Section A.4 of this Appendix A is subject to the following terms and conditions:

(a)Without Cause or For Good Reason. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of any Participant employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), the Option shall be exercisable in whole or in part during the period: (i) beginning on the date of such termination; and (ii) ending on the earlier of (A) the second anniversary of such termination or (B) the Expiration Date.

¹The number of Shares subject to each Option Installment will be equal to the total number of Shares subject to the Option divided by three; provided, that if this formula results in any fractional Share allocation to any Option Installment, the number of Shares in the First Option Installment will be increased so that only full shares are covered by each Option Installment. For example, if an Option covers 1,000 Shares, 334 Shares will become exercisable with respect to the First Option Installment, and 333 Shares will become exercisable on each of the Second and Third Option Installments.

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(b)Voluntary Resignation. Upon a Participant’s Termination of Employment by reason of a voluntary resignation (other than for Good Reason or Retirement): (i) any portion of the Option that is not exercisable at the time of such termination shall be forfeited; and (ii) any portion of the Option that is exercisable at the time of such termination shall remain exercisable until the earlier of (A) 90 days after such termination or (B) the Expiration Date.

(c)Retirement. Upon a Participant’s Termination of Employment by reason of Retirement, any portion of the Option that is not exercisable at the time of such termination shall be exercisable on a pro rata basis (“Pro Rata Option Portion”), and any portion of the Option that is exercisable at the time of such termination shall be exercisable, during the period: (i) beginning on the date of such termination; and (ii) ending on the earlier of (A) the third anniversary of such termination or (B) the Expiration Date. Upon a Participant’s Termination of Employment by reason of Retirement, any portion of the Option that is not exercisable at the time of such termination, other than the Pro Rata Option Portion, shall be immediately forfeited.

Pro Rata Option Portion means, with respect to any Option Installment that is not exercisable at the time of a Participant’s Termination of Employment by reason of Retirement, the number of Shares covered by such Option Installment multiplied by a fraction (i) the numerator of which is the number of calendar months ² from the Emergence Date to the date of such termination, rounded up for any partial months and (ii) the denominator of which is twelve (12) for the First Option Installment, twenty-four (24) for the Second Option Installment and thirty-six (36) for the Third Option Installment.

(d)  Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, the Option shall be exercisable in whole or in part during the period: (i) beginning on the date of such termination; and (ii) ending on the earlier of (A) the third anniversary of such termination or (B) the Expiration Date.

² For purposes of this provision, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the following month. For example, if the Emergence Date is May 3, 2007, one calendar month will elapse as of June 3, 2007. If the Emergence Date is May 31, 2007, one calendar month will elapse as of June 30, 2007, since June only has 30 days. If the Emergence Date is January 31, 2008, one calendar month will elapse as of February 29, 2008, since February 2008 only has 29 days. Thereafter, each subsequent month continues to be counted based on the initial date of measurement of closest numerical date to such date of measurement occurring during the subsequent month.

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(e) For Cause. Upon a Participant’s Termination of Employment by the Company for Cause, the Option shall be immediately forfeited.

6.Change in Control.Subject to Section D of this Appendix A, upon a Change in Control which occurs prior to a Participant’s Termination of Employment, the Option shall be exercisable in whole or in part during the period (i) beginning on the date of such Change in Control; and (ii) ending on the Expiration Date; provided, however, that the Option shall be immediately forfeited upon the Participant’s Termination of Employment by the Company for Cause; provided, further, that upon a Participant’s Termination of Employment for any reason other than by the Company for Cause, the period to exercise the Option will end on the earlier of (i) the third anniversary of such termination or (ii) the Expiration Date.

B.RESTRICTED STOCK

1.Award Grant. The Company grants to the Participant a specified number of Shares of Restricted Stock under Section 8 of the Plan (the “Restricted Stock”).

2.Grant Date. The grant date of the Restricted Stock will be determined by the Committee.

3.Restrictions. Until the restrictions imposed by this Section B.3 (the “Restrictions”) have lapsed pursuant to Section 4, 5, 6 or 7 below, the Participant will not be permitted to sell, exchange, assign, transfer, pledge or otherwise dispose of the Restricted Stock and the Restricted Stock will be subject to forfeiture as set forth in Section 6 below.

4.Lapse of Restrictions--Passage of Time. Subject to the terms of the Plan, including Section B of this Appendix A, the Restrictions shall lapse and be of no further force or effect with respect to one-third of the Shares of Restricted Stock six (6) months ³ after the Emergence Date (“First RS Installment”), with respect to one-third of the Shares of Restricted Stock eighteen (18) months after the Emergence Date (“Second RS Installment”) and with respect to one-third of the Shares of Restricted Stock thirty (30) months after the Emergence Date (“Third RS Installment”). ⁴

³ For purposes of this provision, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the following month. For example, if the Emergence Date is May 3, 2007, one calendar month will elapse as of June 3, 2007. If the Emergence Date is May 31, 2007, one calendar month will elapse as of June 30, 2007, since June only has 30 days. If the Emergence Date is January 31, 2008, one calendar month will elapse as of February 29, 2008, since February 2008 only has 29 days. Thereafter, each subsequent month continues to be counted based on the initial date of measurement or closest numerical date to such date of measurement occurring during the subsequent month.

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5.Accelerated Lapse of Restrictions. If, at any time during the period commencing six (6) months after the Emergence Date and ending eighteen (18) months after the Emergence Date, the aggregate market value of all outstanding Shares is at least $14,000,000,000 for ten (10) consecutive trading days, as determined by the closing price of the Shares on the New York Stock Exchange, the Restrictions shall lapse and be of no further force or effect on the last day of such eighteen (18) month period, provided that the Participant has not had a Termination of Employment prior to such day.

6.Lapse of Restrictions/Forfeiture upon Termination of Employment. In addition to the other provisions of the Plan and this Appendix A, the Restricted Stock and the Restrictions set forth in Section B of this Appendix A are subject to the following terms and conditions:

(a)Without Cause or For Good Reason. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of any Participant employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), the Restrictions shall immediately lapse and be of no further force or effect as of the date of such termination.

(b)Voluntary Resignation. Upon a Participant’s Termination of Employment by reason of a voluntary resignation (other than for Good Reason or Retirement), any portion of the Restricted Stock subject to the Restrictions shall be forfeited as of the date of such termination.

(c)Retirement. Upon a Participant’s Termination of Employment by reason of Retirement, with respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall immediately lapse on a pro rata basis (“Pro Rata RS Portion”) as of the date of such termination. Upon a Participant’s Termination of Employment by reason of Retirement, any Restricted Stock that remains subject to the Restrictions, other than the Pro Rata RS Portion, shall be immediately forfeited.

Pro Rata RS Portion means, with respect to any RS Installment that is subject to the Restrictions at the time of a Participant’s Termination of Employment by reason of Retirement, the number of Shares covered by such RS Installment multiplied by a fraction (i) the numerator of which is the number of calendar months from the Emergence Date to the date of such termination, rounded up for any partial months and (ii) the denominator of which is six (6) for the First RS Installment, eighteen (18) for the Second RS Installment and thirty (30) for the Third RS Installment.

(continued. . . )

⁴The number of Shares subject to each RS Installment will be equal to the total number of Shares subject to the Restricted Stock Award divided by three; provided, that if this formula results in any fractional Share allocation to any RS Installment, the number of Shares in the First RS Installment will be increased so that only full shares are covered by each RS Installment. For example, if the Restricted Stock Award includes 1,000 Shares, the Restrictions will lapse with respect to 334 Shares on the First RS Installment, and the Restrictions will lapse with respect to 333 Shares on each of the Second and Third RS Installments.

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(d) Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, the Restrictions shall immediately lapse and be of no further force or effect as of the date of such termination.

(e) For Cause. Upon a Participant’s Termination of Employment by the Company for Cause, any portion of the Restricted Stock subject to the Restrictions shall be forfeited as of the date of such termination.

7.      Change in Control.Subject to Section D of this Appendix A, upon a Change in Control which occurs prior to a Participant’s Termination of Employment, the Restrictions shall immediately lapse on the date of such Change in Control and be of no further force or effect as of such date.

8.      Dividends. In the event a cash dividend shall be paid in respect of Shares at a time the Restrictions on the Restricted Stock have not lapsed, the Participant shall receive the dividend in the same manner and to the same extent as if the Restrictions had lapsed at the time the dividend is paid.

C.LONG-TERM PERFORMANCE AWARDS.

1.       Award Grant. The Company grants to the Participant a Performance Award for a specified target number of Shares under Section 9 of the Plan (the “Performance Award”).

2.       Grant Date. The grant date of the Performance Award will be determined by the Committee.

3.      Payout Criteria. Except as otherwise expressly set forth in this Appendix A, the actual number of Shares paid, if any, to the Participant under the Performance Award will be based on (a) the Company’s EBITDAR performance and (b) the occurrence of a contemporaneous annual payout under the Company’s broad-based employee Profit Sharing Program (a “Profit Sharing Payout”), as described below.

4.       Annual Vesting Opportunities for 2007 and 2008.Subject to the terms of the Plan, including Section C of this Appendix A, Performance Awards will be subject to the following vesting opportunities in 2007 and 2008.

(a)Calendar Year 2007. If the Company (i) has achieved EBITDAR of at least $2,838,000,000 for the year ending December 31, 2007 and (ii) made a Profit Sharing Payout for 2007, a number of Shares equal to 15% of the Performance Award (rounded up to the nearest whole share) shall vest and be paid.

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(b)Calendar Year 2008. If the Company (i) has achieved cumulative EBITDAR of at least $6,295,000,000 for the two year period ending December 31, 2008 and (ii) made a Profit Sharing Payout for 2008, a number of Shares equal to 15% of the Performance Award (rounded up to the nearest whole share) shall vest and be paid.

(c)Condition Precedent. No Performance Awards will vest or be paid under this Section C.4 with respect to any year for which there is no Profit Sharing Payout.

(d) Timing of Payment. The Company will pay Performance Awards that vest under this Section C.4 as soon as practicable after the determination that the payment criteria described in this Section have been met.

5.      Vesting Opportunity for 2009; Payment of Vested Shares. Subject to the terms of the Plan, including Section C of this Appendix A, the Performance Award shall vest, as described in this Section 5, as of December 31, 2009, to the extent the Company meets or exceeds the EBITDAR goals described below. If the Company does not meet the Threshold Level, as defined below, any unpaid portion of the Performance Award will lapse and become void as of December 31, 2009.

(a) Threshold Vesting. If the Company has achieved cumulative EBITDAR of $7,433,000,000 (“Threshold Level”)for the three year period ending December 31, 2009, the Performance Award will vest with respect to a number of Shares equal to (i) 50% of the Performance Award, (ii) minus the number of Shares, if any, paid to the Participant under Section C.4 above. The remaining unvested portion of the Performance Award will lapse and become void.

(b) Target Vesting. If the Company has achieved cumulative EBITDAR of $9,911,000,000 (“Target Level”)for the three year period ending December 31, 2009, the Performance Award will vest with respect to a number of Shares equal to (ii) 100% of the Performance Award, (ii) minus the number of Shares, if any, paid to the Participant under Section C.4 above.

(c) Maximum Vesting. If the Company has achieved cumulative EBITDAR of at least $11,849,000,000 (“Maximum Level”)for the three year period ending December 31, 2009, the Performance Award will vest with respect to a number of Shares equal to (i) 150% of the Performance Award, (ii) minus the number of Shares, if any, paid to the Participant under Section C.4 above.

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(d) Vesting by Interpolation. If the Company has achieved cumulative EBITDAR for the three year period ending December 31, 2009 which is above the Threshold Level but below the Target Level, or above the Target Level but below the Maximum Level, the Performance Award will vest with respect to a number of Shares equal to (i) the Specified Percentage of the Performance Award, (ii) minus the number of Shares, if any, paid to the Participant under Section C.4 above. For purposes of this Section 5(d), the “Specified Percentage” will be determined by interpolating on a straight line basis as follows: (i) between Threshold Level (at which 50% of the Performance Award vests) and Target Level (at which 100% of the Performance Award vests) if the Company’s cumulative EBITDAR for the three year period ending December 31, 2009 is above the Threshold Level and below the Target Level; and (ii) between Target Level (at which 100% of the Performance Award vests) and Maximum Level (at which 150% of the Performance Award vests) if the Company’s cumulative EBITDAR for the three year period ending December 31, 2009 is above the Target Level and below the Maximum Level.⁵

(e)Definition of EBITDAR. “EBITDAR” means, with respect to any fiscal period of the Company, an amount equal to the consolidated operating income of the Company and its subsidiaries during such fiscal period, determined prior to the charges, costs, and expenses associated with depreciation, amortization, and aircraft rent, based on regularly prepared and publicly available statements of operations of the Company, prepared in accordance with generally accepted accounting principals (“GAAP”); provided, however, that EBITDAR shall be adjusted to exclude the following items, in each case as determined by the Committee, where applicable, in accordance with GAAP and only to the extent to which these items impact the Company’s consolidated operating income: (i) all asset write downs related to long term assets; (ii) gains or losses with respect to employee equity securities; (iii) gains or losses incurred as a consequence of “fresh start accounting”; and (iv) gains or losses with respect to extraordinary, one-time or non-recurring events.

⁵ The interpolation calculation is a four step process. The following is the calculation for a cumulative EBITDAR that is between Threshold Level and Target Level:

Step 1:    Subtract the cumulative EBITDAR achieved from $9,911,000,000 (Target Level).

Step 2:    Divide the total in Step 1 by $2,478,000,000 (the difference between Target Level and Threshold Level).

Step 3:    Multiply the result of Step 2 by 50% or 0.50 (the difference between 100% target vesting and 50% threshold vesting). Round up to the nearest thousandth; in other words, 0.456908 would be rounded up to 0.457

Step 4:    The fraction resulting from Step 3 is the percentage subtracted from the 100% target vesting level to determine the actual percentage of the Participant’s Performance Award that will vest.

For example, assume the target number of Shares of the Participant’s Performance Award is 1,000 Shares. If the Company achieves a cumulative EBITDAR of $8,672,000,000, the Performance Award will vest at 75% as follows:

Step 1:   $9,911,000,000 minus $8,672,000,000 = $1,239,000,000

Step 2:   $1,239,000,000 divided by $2,478,000,000 = 0.50

Step 3:   0.50 multiplied by 0.50 = 0.25 or 25%

Step 4:  Subtract 25% from 100% for a total vesting percentage of 75%

Therefore, in this example, 75% or 750 Shares (less any Shares already paid to the Participant under C.4) of the Participant’s Performance Award vest.

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(f) Condition Precedent. No Shares that vested under this Section C.5 will be paid to the Participant until there is a Profit Sharing Payout for 2009 or a subsequent year.

(g)Timing of Payment. The Company will pay the Participant any Shares that vest under this Section C.5 as soon as practicable after the determination that the payment criteria described in this Section have been met.

6.      Accelerated Vesting/Forfeiture upon Termination of Employment. In addition to the other provisions of the Plan and this Appendix A, the Performance Award is subject to the following terms and conditions:

(a)  Without Cause or For Good Reason. Upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of any Participant employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), the Participant will be entitled to any Shares that become payable under Section C.3 and/or Section C.4 in the same manner and to the same extent as if the Participant’s employment had continued.

(b) Voluntary Resignation. Upon a Participant’s Termination of Employment by reason of a voluntary resignation (other than for Good Reason or Retirement), the Participant will immediately forfeit any unpaid portion of the Performance Award as of the date of such termination.

(c) Retirement. Upon a Participant’s Termination of Employment by reason of Retirement, the number of Shares subject to the Performance Award as of the date of such termination will be recalculated and will be the result of the following formula (the “Adjusted Performance Award”): S × (T ÷ E) where,

S = the total number of Shares subject to the Participant’s Performance Award as of the grant date;

T = the number of calendar months ⁶ from the Emergence Date to the date of such Termination of Employment (rounded up for any partial month); and

⁶ For purposes of this provision, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the following month. For example, if the Emergence Date is May 3, 2007, one calendar month will elapse as of June 3, 2007. If the Emergence Date is May 31, 2007, one calendar month will elapse as of June 30, 2007, since June only has 30 days. If the Emergence Date is January 31, 2008, one calendar month will elapse as of February 29, 2008, since February 2008 only has 29 days. Thereafter, each subsequent month continues to be counted based on the initial date of measurement or closest numerical date to such date of measurement occurring during the subsequent month.

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E = the number of calendar months from the Emergence Date to December 31, 2009 (rounded up for any partial month).

Thereafter, the Participant will be entitled to any Shares that vest and become payable under Section C.4 and/or Section C.5 in the same manner and to the same extent as if the Participant’s employment had continued, except that the number of such Shares will be based on the Adjusted Performance Award.

(d) Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, the number of Shares subject to the Performance Award as of the date of such termination will be recalculated in accordance with the formula set forth in Section C.6(c) above and the Shares subject to the Adjusted Performance Award will become immediately vested and will be paid as soon as practicable thereafter to the Participant or the Participant’s estate, as applicable.

(e)  For Cause. Upon a Participant’s Termination of Employment by the Company for Cause, the Participant will immediately forfeit any unpaid portion of the Performance Award as of the date of such termination.

7. Change in Control.Subject to Section D of this Appendix A, upon a Change in Control, any Performance Award not previously forfeited under Section 6(b) or Section 6(e), or settled under Section 6(d), shall immediately vest and be paid to the Participant as soon as practicable without regard to whether a Profit Sharing Payout has been made. The number of Shares to be paid to the Participant in respect of the Performance Award shall be equal to 100% of the number of Shares subject to the Performance Award minus the number of Shares paid, if any, under Section C.4 above to the Participant.    

D.Gross-Up for Certain Taxes.

1.      Gross-Up Payments. In the event that the Participant becomes entitled to benefits under the Plan, the Company shall pay to the Participant an additional lump sum payment (the “Gross-Up Payment”), in cash, equal to the amounts, if any, described in sub-section (a), subject to sub-section (b), below:

(a)    Subject to sub-section (b) below, if any portion of any payment under the Plan, when taken together with any payment under any other agreement with or plan of the Company (in the aggregate “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Participant shall be entitled under this paragraph to an additional amount such that after payment by the Participant of all such Participant’s applicable federal, state and local taxes, including any Excise Tax, imposed upon such additional amount, the Participant will retain an amount sufficient to pay the Excise Tax imposed on the Total Payments.

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(b)    Notwithstanding the provisions of sub-section (a) above, if it shall be determined that the Participant would be entitled to a Gross-Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments were reduced by an amount that is less than 10% of the portion of the Total Payments that would be treated as “parachute payments” under Section 280G of the Code, then the amounts payable to the Participant shall be reduced (but not below zero) to the maximum amount that could be paid to Participant without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be made to the Participant. Such reduction of the amounts payable to the Safe Harbor Cap, if applicable, shall be made by reducing payments comprising the Total Payments in such order as elected by the Participant.

The amounts payable under this Section D.1 shall be paid by the Company as soon as practicable (but in no event more than 30 days) after the occurrence of the events giving rise to the Participant’s right to benefits under the Plan.

2.      Determinations. In the event of a Change in Control, all determinations required to be made under Section D.1 above, including the amount of the Gross-Up Payment, whether a payment is required under Section D.1 above, and the assumptions to be used in determining the Gross-Up Payment, shall be made by the nationally recognized accounting firm generally used by the Company as its financial auditor (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Participant within twenty business days of the receipt of notice from the Participant that there has been an event giving rise to the right to benefits under Section D.1 above, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for a person effecting the Change in Control or is otherwise unavailable, the Participant may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company.

3.      Subsequent Redeterminations. Unless requested otherwise by the Company, the Participant must use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that the Participant owes an amount of Excise Tax greater than the amount previously determined under paragraph (a); provided, however, that the Participant shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by the Participant in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that the Participant owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under Section D.1, the Company shall promptly pay to the Participant, or the Participant shall promptly repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to the Participant pursuant to the preceding sentence (a “Later Payment”), the Company shall also pay to the Participant an additional amount such that after payment by the Participant of all the Participant’s applicable federal, state and local taxes on such additional amount, the Participant will retain an amount sufficient to pay the total of the Participant’s applicable federal, state and local taxes arising due to the Later Payment. In the case of any repayment of Excise Tax that the Participant is required to make to the Company pursuant to the second sentence of this Section D.3, the Participant shall also repay to the Company the amount of any additional payment received by the Participant from the Company in respect of applicable federal, state and local taxes on such repaid Excise Tax, to the extent the Participant is entitled to a refund of (or has not yet paid) such federal, state or local taxes.

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EX-10.2

Exhibit 10.2

DELTA AIR LINES, INC.

2007 OFFICER AND DIRECTOR SEVERANCE PLAN

INTRODUCTION

Delta Air Lines, Inc. (the “Company” or together with its Affiliates, “Delta”) has adopted this Officer and Director Severance Plan (the “Plan”) to provide benefits to certain eligible U.S.-payroll regular full-time Officer and Corporate Director level employees of the Company. Capitalized terms that are not otherwise defined within the text of this Plan are defined in Appendix A. As of the Effective Date, this Plan shall supersede the Company’s prior Director and Officer Severance Plan (the “Prior Plan”) in its entirety and, as of that date, the Prior Plan shall be void and of no further force or effect. Notwithstanding anything herein to the contrary, a Participant (as defined below) shall not be entitled to receive benefits under the Plan if the Participant has entered into an employment or other agreement with the Company or any Affiliate that provides benefits similar to the type of benefits provided by this Plan, which benefits have not been waived by the Participant or terminated by the Company.

ELIGIBILITY CRITERIA

·       Separation from Delta

Any employee who is classified as (i) a Corporate Director (a “Director”) or Officer (an “Officer”) of the Company according to the Company’s Human Resources records, is eligible for benefits under this Plan (a “Participant”) in accordance with the terms described below. In addition, with respect to any Affiliate that does not offer a severance plan or program to its executive employees, any officer or director of such Affiliate may be designated by the Plan Administrator as a Participant in the Plan and any reference herein to a director or officer of the Company shall be deemed to also be a reference to a director or officer of equivalent level of such Affiliate who has been so designated. Notwithstanding anything in this Plan to the contrary, at his request, Gerald Grinstein, the Company’s current Chief Executive Officer, is not eligible to be a Participant in this Plan.

Subject to the terms of the Plan, a Participant shall receive the benefits described in Attachment B hereto if: (1) the Participant’s employment is terminated by Delta other than for Cause; or (2) the Participant (a) resigns from employment with Delta for Good Reason during the period beginning on a Change in Control Date and ending on the second anniversary thereof and (b) was employed by Delta as of the Change in Control Date.

·     Full Execution of Separation Agreement and General Release

In order to receive the benefits of this Plan, eligible Participants must first sign a Separation Agreement and General Release prepared by Delta (the “Agreement”) within 45 days of the date that the Agreement is presented to the Participant. Participants who fail to sign the Agreement within 45 days or who rescind the Agreement within the applicable Revocation Period are not eligible to receive the benefits of this Plan. The Agreement is designed to ensure that both Delta and the Participant have their rights and obligations established with certainty and finality. Delta is offering benefits under this Plan in exchange for the execution of the Agreement. The Agreement shall be in a form provided by and satisfactory to Delta and shall include, without limitation, a release in favor of Delta and its employees, directors and Affiliates and certain non-competition, non-solicitation and non-recruitment agreements for the benefit of Delta; provided, however, that for the two year period following a Change in Control Date, the Agreement shall be in substantially the same form as the form of Agreement used prior to the Change in Control Date.

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PLAN ADMINISTRATION AND INTERPRETATION

The “Plan Administrator” is the Executive Vice President - Human Resources and Labor Relations of the Company (or any other Officer of the Company designated by the Personnel & Compensation Committee of the Board). The “Plan Year” is January 1 to December 31. Benefits from this Plan are paid from the general assets of Delta.

The Plan Administrator, or his delegate, has the full power and authority, in his sole discretion to construe, interpret and administer this Plan and his decisions shall be final and binding. The Plan Administrator shall have the broadest discretionary authority permitted under law in the exercise of all its functions including, but not limited to, deciding questions of eligibility, interpretation and the right to benefits hereunder.

PLAN CLAIMS AND APPEALS

The terms applicable to claims and appeals are set forth at Appendix C.

AMENDMENT

Except as expressly set forth herein, the Company may amend or terminate this Plan at any time; provided, however, that as of a Change in Control Date, no amendment to or termination of this Plan that is adverse to any person who is an employee of Delta on the Change in Control Date shall be effective until after the second anniversary of the Change in Control Date.

SUCCESSORS AND ASSIGNS

This Plan shall be binding upon Delta’s successors and assigns.

GOVERNING LAW

This Plan is governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), but it is intended to qualify as a plan maintained for the purpose of providing benefits to a select group of management or highly compensated employees. As such, it is exempt from certain provisions of ERISA pursuant to ERISA Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b) and applicable regulations (including Department of Labor Regulation 2520.104-23). However, some of the underlying benefits provided for under the terms of this Plan, such as travel privileges, financial planning and career transition services are not governed by ERISA, and their inclusion in this Plan does not deem them subject to ERISA. To the extent not superseded by ERISA, the Plan and all determinations made and actions taken thereunder shall be governed by the internal substantive laws of the State of Delaware and construed accordingly.

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SECTION 409A OF THE INTERNAL REVENUE CODE

To the extent required to be in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (together, “Section 409A”), notwithstanding any other provision of this Plan, any payment or benefit to which a Participant is eligible under this Plan, including a Participant who is a “specified employee” as defined in Section 409A, shall be adjusted or delayed in such manner as to comply with Section 409A and maintain the intent of this Plan to the maximum extent possible. For example, compliance with Section 409A could require a significant delay of payment or commencement of benefits beyond separation in certain circumstances. Notwithstanding the foregoing, Delta shall not have any liability to any Participant or any other person if any payment or benefit is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and does not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A.

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APPENDIX A

DEFINITIONS

The following definitions shall apply for purposes of the Plan:

“Affiliate” means any entity that directly or indirectly controls or is controlled by or under common control with the Company.

“Base Salary” means the Participant’s monthly base salary at the time of separation, excluding expense reimbursements and supplemental salary payments, and any items not considered by the Plan Administrator to be a component of regular monthly base earnings; provided, however, that, as of a Change in Control Date, in the event of a termination of employment by the Participant because of a reduction in the Participant’s pay, “Base Salary” means the Participant’s monthly base salary prior to the reduction in pay which gave rise to the Participant’s termination of employment.

“Board” means the Board of Directors of the Company.

“Cause” means the Participant’s

(i) continued, substantial failure to perform his duties with Delta (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant which identifies the manner in which Delta believes that the Participant has not performed his duties, or

(ii) misconduct which is economically injurious to Delta, or

(iii) conviction of, or plea of guilty or no contest to, a felony or any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty, or

(iv) material violation of any material Delta policy or rule regarding conduct, which policy or rule has been communicated in writing to the Participant.

A Participant shall have at least ten (10) business days to cure, if curable, any of the events (other than clause (iii)) which could lead to his termination of Cause. For any Participant who is an Executive Vice President or more senior executive of the Company, a termination for Cause must be approved by a 2/3 vote of the entire Board.

“Change in Control” means the occurrence after the Effective Date of any of the following:

(i) any “person” (as defined in Section 13(d) of the Securities Exchange Act of 1934 (“Act”)) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its Affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 35% of the combined voting power of the Company’s then outstanding Voting Stock (excluding any “person” who becomes such a beneficial owner in connection with a transaction described in clause (A) of paragraph (iii) below), unless such person acquires beneficial ownership of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding solely as a result of an acquisition of Company Voting Stock by the Company which, by reducing the Company Voting Stock outstanding, increases the proportionate Company Voting Stock beneficially owned by such person to more than 35% of the combined voting power of the Company’s Voting Stock then outstanding; provided, that if a person shall become the beneficial owner of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the beneficial owner of any additional Company Voting Stock which causes the proportionate voting power of such Company Voting Stock beneficially owned by such person to increase to more than 35% of the combined voting power of such Voting Stock then outstanding, such person shall, upon becoming the beneficial owner of such additional Company Voting Stock, be deemed to have become the beneficial owner of more than 35% of the combined voting power of the Company’s Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company;

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(ii) at any time during a period of twelve consecutive months (but not including any period before the Effective Date) individuals who at the beginning of such period constituted the Board (and any new member of the Board, whose election by the Board or nomination for election by the Company’s shareowners was approved by a vote of at least two-thirds of the members of the Board then still in office who either were member of the Board 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 members then constituting the Board; or

(iii) the consummation of (A) a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a reorganization, merger or consolidation which results in the Company’s Voting Stock outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into Voting Stock of the surviving entity or any parent thereof) more than 65% of the voting power of the Voting Stock or the total fair market value of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of assets of the Company having a total gross fair market value equal to more than 40% of the total gross fair market value of all assets of the Company immediately prior to such transaction or transactions other than any such sale to an Affiliate.

Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred with respect to a Participant if the Participant is part of a “group”, within the meaning of Section 13(d)(3) of the Act, 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.

“Change in Control Date” means the date on which a Change in Control occurs.

“Change in Control Event” has the meaning set forth under the definition of Severance Pay below.

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“Disability” means long-term or permanent disability as determined under the disability plan of the Company or Affiliate applicable to the Participant.

“Effective Date” means the effective date of the Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code--Case No. 05-17923(ASH).

“Good Reason” means with respect to any Participant who is employed by Delta on a Change in Control Date, any of the following that occurs without a Participant’s express written consent during the period beginning on the Change in Control Date and ending on the second anniversary thereof:

(i)       in the case of any Participant, a diminution or other reduction of such Participant’s authorities, duties or responsibilities, other than an insubstantial and inadvertent act that is promptly remedied by Delta after written notice by such Participant to the Chief Executive Officer of the Company;

(ii)        the Participant’s office is relocated by more than 50 miles;

(iii) a reduction of Participant’s Base Salary or incentive compensation opportunities, in either case other than pursuant to a uniform percentage salary reduction for all full-time domestic employees not subject to a collective bargaining agreement;

(iv)       the Company does not keep in effect compensation, retirement, health and welfare benefits, or perquisite programs under which the Participant receives benefits substantially similar, in the aggregate, to those in effect prior to a reduction (other than a reduction pursuant to an equivalent reduction in such benefits for all full-time domestic employees who are not subject to a collective bargaining agreement); or

(v) a material breach by Delta of any binding obligation to the Participant relating to a material term of the Participant’s employment, including, but not limited to, indemnification or the terms of an award under the Delta Air Lines, Inc. 2007 Performance Compensation Plan, or any failure of a successor to the Company to assume and agree to perform such obligation.

Notwithstanding the foregoing: (x) any grant of a long-term incentive award on or about the Effective Date under the Delta Air Lines, Inc. 2007 Performance Compensation Plan will be ignored for purposes of determining whether a Participant has suffered a reduction that constitutes Good Reason under subsection (iii) and (iv) above; (y) as to any Participant, an event described in subsections (i) through (v) above shall constitute Good Reason only if such Participant gives the Company written notice of intent to resign and the reasons therefore within ninety (90) days of the occurrence of such event, unless the Plan Administrator agrees otherwise; and (z) no event described in subsections (i) through (v) which is curable shall constitute Good Reason if such event is cured by Delta within ten (10) days of the Participant’s notice, given in accordance with (y) above.

“MIP Target Amount” means as to any Participant, such Participant’s target award amount under the Company’s Management Incentive Plan (or any similar plan) in effect at the time such Participant has a termination of employment that entitles the Participant to benefits hereunder.

“Protected Period” means the six month period immediately prior to a Change in Control Date. No period may be identified as a Protected Period until a Change in Control Date has occurred.

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“Revocation Period” means, as applicable, the seven (7) or twenty-one (21) calendar days immediately following the date a Participant signs an Agreement.

“Severance Event” has the meaning set forth under the definition of Severance Pay below.

“Severance Pay” means:

(1)       with respect to any termination of employment: (a) by Delta without Cause either: (i) prior to a Change in Control (other than with respect to terminations of employment during the Protected Period); (ii) after a Change in Control with respect to any Participant who was not employed by Delta as of the Change in Control Date; or (iii) after the second anniversary of a Change in Control Date or (b) as a consequence of the Participant’s Disability (individually and collectively, a “Severance Event”), an amount equal to:

(a)     6 months’ Base Salary for Directors, plus 50% of any applicable MIP Target Amount;

(b)     9 months’ Base Salary for Vice Presidents and Senior Vice Presidents, plus 75% of any applicable MIP Target Amount; or

(c)     12 months’ Base Salary for Executive Vice Presidents and higher ranking Officers, plus 100% of any applicable MIP Target Amount; and

(2)      with respect to any termination of employment: (a) by Delta without Cause either (i) during the Protected Period or (ii) during the period between the Change in Control Date and the second anniversary thereof but only with respect to any Participant employed by Delta as of the Change in Control Date; or (b) due to any Participant’s resignation from employment for Good Reason between the Change in Control Date and the second anniversary thereof but only with respect to a Participant employed by Delta as of the Change in Control Date (individually and collectively, a “Change in Control Event”), an amount equal to:

(a)     6 months’ Base Salary for Directors, plus 50% of any applicable MIP Target Amount;

(b)     12 months’ Base Salary for Vice Presidents and Senior Vice Presidents, plus 100% of any applicable MIP Target Amount; or

(c)     24 months’ Base Salary for Executive Vice Presidents and higher ranking Officers, plus 200% of any applicable MIP Target Amount.

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“Severance Period” means:

(1)           with respect to any Severance Event, the period beginning on the Participant’s employment termination date from Delta and ending:

(a)     6 months after the termination date for Directors;

(b)     9 months after the termination date for Vice Presidents and Senior Vice Presidents; or

(c)     12 months after the termination date for Executive Vice Presidents and higher ranking Officers; and

(2)           with respect to any Change in Control Event, the period beginning on the Participant’s employment termination date from Delta and ending:

    (a)     6 months after the termination date for Directors;

    (b)     12 months after the termination date for Vice Presidents or Senior Vice Presidents of the Company; or

    (c)     24 months after the termination date for Executive Vice Presidents and higher ranking Officers.

“Voting Stock” means securities entitled to vote generally on the election of members of the board of directors.

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APPENDIX B

DESCRIPTION OF SPECIFIC BENEFITS¹

SEVERANCE PAY

·          This Plan provides for the payment of Severance Pay based on job level at the time of termination of employment; provided, however, that following a Change in Control, in the event of a Participant’s resignation for Good Reason because of a significant diminution of the Participant’s position, responsibilities or duties, Severance Pay shall be based on the Participant’s job level prior to the diminution which gave rise to the Participant’s resignation.

·          Severance Pay is paid as a one-time lump-sum payment promptly following the Participant’s separation from employment and fulfillment of the other eligibility criteria. For purposes of any termination by Delta without Cause during the Protected Period, the Participant’s termination will change from a Severance Event to a Change in Control Event as of the Change in Control Date and such Participant’s Severance Pay and Severance Period will be adjusted accordingly as soon as practicable after the Change in Control Date.

· All applicable federal, state, and local taxes will be withheld from all Severance Payments that are made. Federal tax will be withheld at a rate consistent with applicable law.

·          Severance Pay will not be considered as earnings under the Delta Retirement Plan, the Delta Family-Care Savings Plan, the Delta Family-Care Disability and Survivorship Plan, or any other qualified or non-qualified plans.

· Severance Pay will be provided by check and cannot be direct deposited to any financial institution.

MEDICAL/DENTAL AND LIFE INSURANCE BENEFITS

Payment of COBRA Premiums

·          Employees who have a separation from employment are offered the right to continue applicable medical, dental, vision and Health Flexible Spending Account coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Under this Plan, Delta will pay the premiums for medical, dental and/or vision COBRA coverage elected by a Participant or his eligible dependents for a period not to exceed the Severance Period, as further described below in this section.

·         Delta will not pay any portion of the COBRA premium required for the Healthcare Flexible Spending Account COBRA coverage that is elected by a Participant or his or her eligible dependents. The COBRA statute, COBRA regulations and COBRA provisions of the Delta Family-Care Medical Plan (or corresponding pilot or Affiliate plan, if applicable) will, in all cases, govern whether a Participant or his dependents are eligible for COBRA coverage and accordingly whether such Participant or dependent will receive any payment of COBRA premiums by Delta in accordance with this Plan.

·          If the Participant and/or dependent fail to meet these requirements, such Participant and/or dependent will not be eligible for COBRA continuation coverage at either Delta’s expense or their own. Delta’s payment of the COBRA premiums under this Plan will expire on the earlier of: (i) the end of the Severance Period; or (ii) the date the Participant’s or the Participant’s dependents’ eligibility for COBRA coverage ceases as provided under COBRA and the terms of the Delta Family-Care Medical Plan (or corresponding pilot or Affiliate plan, applicable).

¹It is intended that the benefits under this Plan be appropriately integrated with severance provided for under other arrangements, if any, covering the Participant to avoid duplication of severance pay.

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Payment of Retiree Medical Premiums

·          To the extent applicable, for those Participants who take special early, early or normal retirement at the time of their separation, and elect COBRA coverage, instead of retiree medical and/or dental coverage, the above section entitled “Payment of COBRA Premiums” will apply with respect to any Delta-paid COBRA premium. If the Participant instead elects retiree medical and/or dental coverage, Delta will, as an alternative to paying COBRA premiums as described above, pay the retiree medical and/or dental premium for the Participant and their eligible, properly enrolled dependents during the Severance Period.

·         In order to be eligible, the Participant must timely complete and return the separate retiree medical election form that is provided to employees at retirement. Failure to meet this requirement will result in no retiree medical coverage and therefore no payment of the retiree medical premium by Delta.

·          If a Participant or his dependents become ineligible for Delta retiree coverage for any reason or opt out of such coverage, all coverage will cease and Delta will have no responsibility to pay any further retiree medical and/or dental premiums under this Plan.

BASIC LIFE INSURANCE

·          To the extent applicable, Participants will also have their basic life insurance coverage under the Delta Family-Care Disability and Survivorship Plan (or corresponding pilot or Affiliate plan, if applicable) continued for the Severance Period at Delta’s expense. The amount of coverage continued will be equal to the amount of basic life insurance coverage in effect immediately prior to separation up to a maximum of $50,000.

·          If a Participant instead shall have reached early retirement age at the time of his or her separation, he or she will not be eligible for this continuation of basic life coverage but instead will receive the standard retiree basic life coverage (currently $10,000 at the Company).

TRAVEL PRIVILEGES

·         During the Severance Period, a Participant will be eligible for continued travel privileges comparable to Delta’s travel policy as in effect for similarly situated active employees during such period.

·          Family status changes (marriage, divorce, adoption or birth of child) that occur during the Severance Period must be reported to the Employee Service Center (or corresponding Affiliate administrator) within 30 days of the status change. Failure to do so will result in the ineligibility of the new family member for travel privileges described under this Plan.

·          All travel privileges shall be governed by all applicable rules and procedures which are generally applicable at the time the travel privileges are used, except as expressly modified in this Plan. Travel privileges may be used for pleasure, vacation, or personal emergency, but may not be used for any type of business or professional activity. Any violation of the rules governing non-revenue and reduced rate travel may result in the suspension or termination of all travel privileges.

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·          With respect to any Participant who (i) incurs a termination that constitutes a Change in Control Event, (ii) is a Vice President of the Company or more senior Officer at the time of the Change in Control Event and (iii) with respect to any Participant who becomes employed by Delta after the Effective Date only, has at least two (2) years of service with Delta at the time of such termination, such Participant will be treated as a retiree for purposes of the Company’s travel policy regardless of the Participant’s actual age or years of service and the Participant’s travel benefits will be based on the Company travel policy in effect immediately prior to the Change in Control Event that was applicable to the Participant.

CAREER TRANSITION SERVICES

·       Participants are eligible to receive career transition services valued at up to $5,000 at a career transition services firm chosen by Delta.

·         These career transition services may include seminars, job search work teams, productivity clinic, resumé preparation, assessments, resource library, on-line database, job lead development, individual counseling, administrative support, computer lab, and workspace phone/fax.

·       The eligibility to receive these services will expire upon the employee becoming employed or the expiration of the Severance Period, whichever occurs first.

FINANCIAL PLANNING SERVICES

·       Participants are eligible for continuation of the financial planning services for which they are eligible at the time of their separation from Delta.

·          The eligibility to receive these services will expire at the conclusion of the calendar year in which the Participant separates from Delta, even if that occurs during the Severance Period.

GROSS-UP PAYMENT

·         (a) Gross-Up Payments. In the event that a Participant becomes entitled to benefits under this Appendix B, Delta shall pay to such Participant an additional lump sum payment (the “Gross-Up Payment”), in cash, equal to the amounts, if any, described in sub-paragraph (x), subject to sub-paragraph (y), below:

(x) Subject to sub-paragraph (y) below, if any portion of any payment under this Appendix B, when taken together with any payment under any other agreement with or plan of Delta (in the aggregate “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Participant shall be entitled under this paragraph to an additional amount such that after payment by the Participant of all such Participant’s applicable federal, state and local taxes, including any Excise Tax, imposed upon such additional amount, the Participant will retain an amount sufficient to pay the Excise Tax imposed on the Total Payments.

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(y) Notwithstanding the provisions of sub-paragraph (x) above, if it shall be determined that the Participant would be entitled to a Gross-Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments were reduced by an amount that is less than 10% of the portion of the Total Payments that would be treated as “parachute payments” under Section 280G of the Code, then the amounts payable to the Participant shall be reduced (but not below zero) to the maximum amount that could be paid to Participant without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be made to the Participant. Such reduction of the amounts payable to the Safe Harbor Cap, if applicable, shall be made by reducing payments comprising the Total Payments in such order as elected by the Participant.

·         The amounts payable under this paragraph (a) shall be paid by Delta as soon as practicable (but in no event more than 30 days) after the occurrence of the events giving rise to the Participant’s right to benefits under Appendix B.

·         (b) Determinations. In the event of a Change in Control, all determinations required to be made under paragraph (a) above, including the amount of the Gross-Up Payment, whether a payment is required under paragraph (a) above, and the assumptions to be used in determining the Gross-Up Payment, shall be made by the nationally recognized accounting firm generally used by the Company as its financial auditor (the “Accounting Firm”) which shall provide detailed supporting calculations both to Delta and the Participant within twenty business days of the receipt of notice from the Participant that there has been an event giving rise to the right to benefits under paragraph (a) above, or such earlier time as is requested by Delta. In the event that the Accounting Firm is serving as accountant or auditor for a person effecting the Change in Control or is otherwise unavailable, the Participant may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by Delta.

·          (c) Subsequent Redeterminations. Unless requested otherwise by the Company, each Participant must use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that such Participant owes an amount of Excise Tax greater than the amount previously determined under paragraph (a); provided, however, that Participants shall be entitled to reimbursement by Delta of all fees and expenses reasonably incurred by the Participant in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that the Participant owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under paragraph (a), Delta shall promptly pay to such Participant, or the Participant shall promptly repay to Delta, as the case may be, the amount of such excess or shortfall. In the case of any payment that Delta is required to make to the Participant pursuant to the preceding sentence (a “Later Payment”), Delta shall also pay to the Participant an additional amount such that after payment by the Participant of all such Participant’s applicable federal, state and local taxes on such additional amount, the Participant will retain an amount sufficient to pay the total of such Participant’s applicable federal, state and local taxes arising due to the Later Payment. In the case of any repayment of Excise Tax that a Participant is required to make to Delta pursuant to the second sentence of this paragraph (c), the Participant shall also repay to Delta the amount of any additional payment received by such Participant from Delta in respect of applicable federal, state and local taxes on such repaid Excise Tax, to the extent the Participant is entitled to a refund of (or has not yet paid) such federal, state or local taxes.

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APPENDIX C

PLAN CLAIMS AND APPEALS

FILING A CLAIM

All claims for benefits under this Plan must be submitted in writing to the Vice President - Compensation and Benefits of the Company (or such other officer as may be designated by the Company).If a claim is denied, the claimant will receive written notification of the denial within 90 days after the claim is properly and completely filed. Special circumstances may require an additional period of no more than 90 days. In that event, the claimant will receive a written notice of the special circumstances requiring the extension and the date when the claimant may expect a decision on the claim. If the claimant is not furnished with written notification of the decision on the claim within 90 days (or within 180 days if an extension is necessary) after the claim is properly and completely filed, the claimant or his/her authorized representative may request a review of the claim under the appeal procedures described below.

APPEAL PROCEDURES FOR DENIED CLAIMS

If a claimant is dissatisfied with a denial of a claim under the Plan, the claimant has the right to appeal the denial. All appeals must be addressed to the proper party in a timely manner. All appeal time deadlines will be strictly enforced.

If a claimant desires a review of a denial, he/she or his/her representative designated in writing must submit a written request that is received by the Plan Administrator within 90 days of the date of this Plan’s letter denying benefits. The date of the denial indicated on the denial letter counts as day one in determining this 90-day period and the Plan Administrator expressly reserves the right to refuse to consider tardy appeals.

The claimant will be notified in writing of the decision on review within 60 days after the Plan Administrator receives the review request. If the claim denial is upheld, the claimant will be so advised and informed of the reason, the provisions of the Plan document upon which the denial was based, and, if applicable, an explanation of other relevant material or information necessary to perfect the claim. The Plan Administrator may take an additional 60 days to inform a claimant of a decision if special circumstances require an extension of processing time and the Plan Administrator has notified the claimant in writing that there will be a delay, the reasons for needing more time, and the date by which the final decision will be made.

Review by the Plan Administrator is made only upon the written record. The claimant or a representative designated by the claimant in writing may review pertinent documents relating to the denial and may submit comments, a statement of issues, and/or additional documentary evidence if desired. Personal appearances are not permitted.

A claimant must timely exhaust the administrative remedies allowed under this Plan as described above before filing any legal action on a claim. The previously described procedure is the exclusive administrative claims procedure provided under this Plan.

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EX-10.3

EXHIBIT 10.3

Summary of the Targets and Performance Measures Under the 2007 Management Incentive Plan

The 2007 Management Incentive Plan (“MIP”) is an annual cash incentive program. The 2007 MIP opportunities described below will be created under the 2007 Performance Compensation Plan, which will become effective as of the effective date of Delta’s Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code - Case No. 05-17923 (ASH). The MIP closely links pay and performance by providing approximately 1,200 management employees with a compensation opportunity based on Delta's achieving key business plan goals in 2007. It also closely aligns the interests of Delta’s management and other employees since these goals are the same ones that drive payouts under the Profit Sharing Plan and Shared Rewards program.

The Profit Sharing Plan provides that, for each year in which the Company has an annual pre-tax profit (as defined in the profit sharing plan), Deltawill pay at least 15% of that profit to eligible employees. If the annual pre-tax profit is greater than $1.5 billion, Delta will pay 20% of the amount that exceeds $1.5 billion. The Shared Rewards program provides eligible employees monthly incentives up to $100 for achieving operational goals relating to on-time performance, completion rate, and - new upon emergence - baggage handling performance.

The Personnel &Compensation Committee of Delta’s Board of Directors established, and the Creditors' Committee approved, the performance measures and annual incentive opportunities for the MIP. For officers at or above the Senior Vice President level, incentive opportunities will be based 50% on the Company's financial performance and 50% on its operational performance. The financial goals are Delta's emergence from bankruptcy during 2007, and its pre-tax profit level for the year (pre-tax profit is the same measure used in the Profit Sharing Plan). The operational objectives are the number of times in 2007 Delta meets the monthly targets in the Shared Rewards program as well as the on-time performance of Delta Connection carriers.

The target awards are two times base salary for Delta's Chief Operating Officer and Chief Financial Officer, and one time base salary for its Executive Vice Presidents. Payouts under the 2007 MIP may range from zero to 50% higher than the target awards depending on the performance results achieved. Even if Delta meets some of its performance targets under the 2007 MIP, no payment will be made to any participant under those measures unless there is a payment for 2007 under the Profit Sharing Plan.¹

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¹For Vice Presidents and Directors, incentive opportunities will be based 1/3 on Delta's financial performance as discussed above, 1/3 on the operational objectives as discussed above and 1/3 on individual performance goals. For General Managers and Managers, incentive opportunities will be based entirely on individual performance goals. Just like with payments under the Shared Rewards program, payments for individual performance of participants below the Senior Vice President level are not conditioned on the occurrence of payments under the Profit Sharing Plan.

EX-99.1

EXHIBIT 99.1

SUMMARY OF

EMERGENCE COMPENSATION PROGRAMS

FOR DELTA AIR LINES, INC.

I. Overview

Throughout its bankruptcy, Delta has approached compensation differently than most other companies in Chapter 11, including other airlines. Difficult sacrifices and superior performance have been required from and delivered by all employees to address Delta’s problems and position the Company to emerge from bankruptcy as a strong, healthy competitor and industry leader.

As part of its planning to emerge from bankruptcy, Delta and the Personnel & Compensation Committee of Delta’s Board of Directors (the “P&C Committee”) developed a comprehensive compensation program for Company employees around the world (“Compensation Program”). The P&C Committee, which consists entirely of independent directors, worked with its nationally recognized outside compensation specialists and with management to create the Compensation Program. Delta also consulted extensively with the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) and their advisors, who have approved the Compensation Program. The Compensation Program is designed to meet the following objectives:

· Share with all employees the success that their hard work and sacrifice have created

· Begin the process of moving pay rates for all employees to industry standard levels and provide plans for employees to share in the Company’s future success

· Incentivize talented employees to remain with the Company and to continue to produce superior results for Delta’s stakeholders

· Align the interests of all 45,000 Delta employees with the Company’s other stakeholders in achieving the Company’s business plan and maximizing value

The Compensation Program consists of the Broad-Based Employee Compensation Program, the Management Compensation Program and the Board of Directors Compensation Program, which are described in Sections II-IV below.

The equity awards under the Compensation Program will be made pursuant to Delta’s 2007 Performance Compensation Plan, a summary of which is filed as Exhibit 1.

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II. The Broad-Based Employee Compensation Program

A.  Background

Delta’s employees are critical to the Company’s future success. As Delta founder C. E. Woolman once said, “All airlines are the same. Only the people make them different.” This acknowledgment of the significant role of Delta people is as true today as it was when Delta began passenger service in 1929.

Delta’s pilots and flight dispatchers, who are covered by collective bargaining agreements, have fully participated in the pay cuts, benefit reductions and work rule changes that were essential to Delta’s survival, recovery and planned emergence from bankruptcy as a strong, healthy competitor. Delta pilots and flight dispatchers will receive under those agreements the rewards from Delta’s success that their sacrifices and contributions are making possible.

Delta’s non-contract employees¹ have also fully participated in the painful sacrifices that were essential to Delta’s survival, recovery and planned emergence from bankruptcy as a strong, healthy competitor. Over the last several years, the actions necessary to save the Company have resulted in the compensation and benefits of virtually all Delta employees being below industry standards. Despite these challenges, Delta’s employees have provided superior performance during bankruptcy. For example, key customer service, operational and financial measures have improved dramatically.

· Safety remains Delta’s highest priority. The Company was named the 2006 Occupational Industry Leader by the National Safety Council, the first airline to receive this recognition.

· Delta was ranked in the top two of all network carriers in overall customer service by J. D. Power and Associates in 2006.

· Delta began 124 new nonstop routes and added 41 destinations to its network in 2006, with 35 additional nonstop routes and 19 new destinations announced for 2007.

· Delta reported operating income of $58 million in 2006, a $2.1 billion improvement over 2005 and the Company’s first annual operating profit since 2000.

In recognition of these achievements and sacrifices, to encourage continued excellence in performance, and to begin the process of moving Delta’s non-contract employee compensation to industry standard levels, Delta is implementing its Broad-Based Employee Compensation Program, commencing upon its emergence from Chapter 11.

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¹“Non-contract employees” means Delta employees who are not covered by a domestic collective bargaining agreement or by the Management Compensation Program.

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B. Elements of the Broad-Based Employee Compensation Program

Delta’s Broad-Based Employee Compensation Program will provide Delta’s non-contract employees with substantial value shortly after Delta’s planned emergence, which includes significant stock ownership and a cash lump sum payment. The program also provides the potential for substantial future compensation under the profit sharing plan and the Shared Rewards program. In addition, employees will receive an increase in base pay and new retirement benefits, as described below.²

Stock Ownership: Within days of Delta’s emergence from Chapter 11, the Company’s approximately 39,000 non-contract employees will receive a total of 14 million shares of Delta common stock. This award will represent 3.5% of the outstanding common stock and have an initial value of $350 million, assuming Delta has a $10 billion valuation at emergence. Employees may, at their option, hold or sell these shares without restrictions. We believe it is unprecedented for a company exiting Chapter 11 to issue a significant amount of stock to a broad-based group of employees in this fashion.

Cash Lump Sum Payment: Shortly after emergence, non-contract employees will receive a cash lump sum payment representing 8% of their 2006 earnings. We estimate these payments will have an aggregate value of approximately $130 million.

Profit Sharing Plan: Delta’s profit sharing plan provides that, for each year in which the Company has an annual pre-tax profit (as defined in the profit sharing plan), Deltawill pay at least 15% of that profit to employees. If the annual pre-tax profit is greater than $1.5 billion, Delta will pay 20% of the amount that exceeds $1.5 billion. Unlike the profit sharing plans adopted by many other companies, Delta’s plan pays out at the first dollar of profit instead of only after a specific profit target is met. If Delta achieves its 2007 business plan financial goals, participants could receive a payment of between 5% and 6% of their 2007 earnings under this plan in early 2008.

Shared Rewards Program: Delta’s Shared Rewards program provides employees monthly incentives up to $100 for achieving operational goals relating to on-time performance, completion rate, and - new upon emergence - baggage handling performance. Last year, Delta paid about $32 million in Shared Rewards. We intend to continue to improve our operational performance in 2007. If Delta meets it 2007 business plan goals in these areas, each eligible employee could receive Shared Rewards payments of $700 for the year.

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²For employees who are based outside the United States, the terms of the Broad-Based Employee Compensation Program will vary to be consistent with local practices. All payments made to employees will be subject to withholding for income and FICA taxes.

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Base Pay Increases: Delta is committed to providing employees with an industry standard pay structure. While this will not happen at once, this summer, the Company will take the first step in this process by implementing a 4% top of scale increase in base pay for non-contract frontline employees. Increases will vary between the start rate and top of scale. With variable pay components such as profit sharing and Shared Rewards, we will be able to reach top tier pay levels with top tier performance.

Retirement: Anew defined contribution benefit will provide ground employees and flight attendants the opportunity to receive up to 7% of their pay in contributions from Delta to their 401(k) account. 2% will be provided automatically to all employees and up to 5% more can be added as a dollar for dollar match when the employees contribute their own pay to their 401(k) account. This retirement benefit is in addition to benefits that have already been earned under the frozen defined benefit pension plan covering ground employees and flight attendants. Delta and its employees worked together to preserve this pension plan. Delta made a voluntary $50 million contribution to this plan on March 15, 2007, and expects its future contributions will average about $100 million per year for the next several years.

While each employee’s individual circumstances will differ, for a top-of-scale employee whose 2006 earnings were, for example, $40,000, this could mean up to 50% more - or $20,000 - in pre-tax compensation over the next 12 to 14 months.

· A 4% pay increase would equal an increase of $1,600 per year

· Emergence stock award could have a value of approximately $9,500 (assumes a $10 billion valuation of Delta at emergence)

· The cash lump sum of 8% of 2006 earnings would equal a $3,200 payment upon emergence.

· Achieving 21 of the 36 possible operational metrics would bring $700 in Shared Rewards

· Delta’s defined contribution plan payment could equal approximately $2,900 on the new base pay level (assuming the employee contributes at least 5% of his or her earnings to the plan)

· Achieving our financial plan would pay approximately $2,300 in profit sharing in 2008

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Delta’s pilots and flight dispatchers will participate in the profit sharing plan and the Shared Rewards program.

III. The Management Compensation Program

The Management Compensation Program is intended to more closely link pay to performance and align compensation with the long-term interests of Delta’s shareholders, to retain the best people we have, to attract new talent to the Company when we need it and to establish transparent, well-defined performance metrics for our leaders so we can continue to provide value to our shareholders, our customers and our employees. The P&C Committee worked with its nationally recognized outside compensation specialists to design a program to achieve these objectives, while ensuring there is strong alignment between management and all other Delta employees on the factors that drive variable pay opportunities and create shareholder value. This philosophy is evidenced by the terms of the Management Compensation Program, which has been approved by the Creditors’ Committee.

The Management Compensation Program will become effective upon Delta’s emergence from Chapter 11. It consists of Management Equity Awards, the 2007 Management Incentive Plan and the Officer and Director Severance Plan, each of which is described below.

A substantial portion of the compensation being provided to management will be at-risk and tied directly to Delta’s and individual performance. Unlike non-contract employees, no officer or director-level employee³ will receive any unrestricted stock or cash lump sum payment under the Management Compensation Program when Delta emerges from bankruptcy. Moreover, Delta’s officers and directors will not receive across-the-board pay increases until non-contract employees have reached industry standard pay.

A. What Delta Has Done Differently

Delta management has fully shared in the sacrifices necessary to address Delta’s problems and position the Company to emerge from bankruptcy as a strong, healthy competitor and industry leader. Among other things:

· Officer salaries were reduced by 10% on January 1, 2005, and by an additional 15% (25% for Delta CEO Gerald Grinstein) on November 1, 2005. No officer has a salary greater than $382,500 per year.

· Officers have not received any annual incentive payments since 2003, or long-term incentive payments since 2004.

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³ The “director” title refers to the level of management immediately below the vice president level, not to members of Delta’s Board of Directors.

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· Delta’s outstanding stock options were cancelled in 2006.

Unlike many companies in Chapter 11, including Northwest Airlines Corporation and UAL Corporation, Delta in Chapter 11:

· Did not seek to implement a Key Employee Retention Program (“KERP”)

· Did not seek employment contracts for executives

· Made no management incentive payments

The result is that Delta management compensation is, by any measure, far below industry standard levels and has been for some time.

As Judge Adlai S. Hardin, Jr. concluded during the hearing on Delta’s proposal to implement a modest severance program on February 22, 2006, Delta’s senior management has repeatedly made substantial sacrifices, both prior to and during the Company’s Chapter 11 case, and is the lowest paid of the airlines with which Delta competes:

· “[T]he sacrifices have . . . applied throughout the company.  Certainly from the highest levels, the CEO and the COO, in terms of the diminution of their compensation . . . these are people who are out there in the marketplace and can get other jobs.  Their compensation has been greatly diminished, so also the compensation of the officer and director levels.”

· “[T]here’s also no question that the officer and director . . . component of Delta’s employee constituencies have themselves made enormous sacrifices.”

· “It’s not contested that this group of employees is, by far, the lowest compensated of any of the similar airlines with which Delta competes.”

The disparity between Delta’s management compensation and average compensation for management in the airline and other industries is not sustainable. Among other things, (i) members of Delta’s management team are being heavily recruited by companies both within and outside the airline industry, (ii) there has been substantial attrition of Delta executives during Chapter 11, and (iii) Delta’s current ratio of officers and directors to total employees is the lowest among its peer airlines. Thus, a competitive post-emergence management compensation plan is essential for Delta to retain its proven and experienced management team and deliver superior value to stakeholders.

B. Key Terms of the Management Equity Awards

The Management Equity Awards are designed to retain Delta’s management team and to align their variable compensation opportunities with the creation of shareholder value and the variable compensation opportunities provided to all other Delta people. Accordingly, the same factors that determine

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the value of the Management Equity Awards also determine the value of the common stock to be granted to non-contract employees. Moreover, a meaningful portion of the Management Equity Awards is conditioned on the occurrence of payments under the broad-based employee Profit Sharing Plan (“Profit Sharing Plan”).

In connection with Delta’s emergence from bankruptcy, Delta officers will receive restricted stock, stock options and performance shares. For officers, the Management Equity Awards will be provided 55% in restricted stock, 25% in stock options and 20% in performance shares. Directors will receive restricted stock and stock options, and management personnel below the director level who are covered by the Management Compensation Program will receive restricted stock. All of these equity grants are at-risk because their value is tied to and contingent on Delta’s future performance. Management employees can realize value from these equity grants by continuing their employment with Delta and contributing to Delta’s achieving its financial and other goals.

A summary of the Management Equity Awards follows. For additional information regarding the terms of these awards, please see the 2007 Performance Compensation Plan, including Appendix A thereto, which is filed as Exhibit 2.

· Restricted stock is common stock that may not be sold for a period of time (“Restriction”) and that is subject to forfeiture in certain circumstances until the Restriction lapses. The Restriction will lapse (which means that the shares may then be sold) in three equal installments 6 months, 18 months and 30 months after Delta emerges from bankruptcy (“Emergence Date”), subject to continued employment.⁴

· A stock option is the right to purchase Delta common stock at a certain price per share (“Exercise Price”) during a designated period. These options (i) will have an Exercise Price equal to the closing price of Delta common stock on the date the stock options are granted, (ii) become exercisable in three equal installments on the first, second and third anniversaries of the Emergence Date, subject to continued employment, and (iii) expire on the tenth anniversary of the Emergence Date.

· Performance shares are a long-term incentive opportunity payable in Delta common stock. The potential payout from these shares is contingent on (i) Delta’s achieving certain financial goals (i.e., specified EBITDAR levels) in its business plan for the years ending December 31, 2007, 2008 and 2009 and (ii) the occurrence of a contemporaneous payout under the Profit Sharing Plan.

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⁴ The third installment of restricted stock can instead vest 18 months after the Emergence Date if, during the period beginning 6 months after the Emergence Date and ending 18 months after the Emergence Date, the aggregate market value of Delta’s common stock is at least $14 billion for 10 consecutive trading days.

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The Management Equity Awards will be granted to approximately 1,200 employees (officers, directors, and managers below the director level) and represent in the aggregate approximately 2.4% of Delta’s value upon emergence from Chapter 11, or approximately $240 million, assuming a $10 billion valuation⁵. These awards are significantly lower than the management equity awards in other major bankruptcies in general, and in other major airline bankruptcies in particular.

For example, when it exited bankruptcy, UAL Corporation’s equity emergence grants (i) to its five highest paid officers represented about 2% of UAL’s value and (ii) to approximately 400 management employees represented about 8% of UAL’s value. In contrast, Delta’s top five officers are receiving 0.3% of Delta’s value and the Company is covering approximately three times as many management employees with less than one-third of the equity. Moreover, in a study performed by the P&C Committee’s outside compensation specialists, the median equity award to “management” (usually a much smaller group than Delta’s 1,200 management employees) at companies emerging from bankruptcy in 2004 or later was 5.9% of the newly emerged company (more than double Delta’s 2.4%) and the median percentage awarded to the top 5 officers was 3.2% (more than ten times Delta’s 0.3%).

Delta CEO Gerald Grinstein has decided he will not participate in the Management Equity Awards, cash incentive or severance programs. Accordingly, Delta will not make any awards to Mr. Grinstein under these programs. Mr. Grinstein has requested that Delta instead consider using a portion of the value he might otherwise have received to help Delta people who experience hardship in their personal lives and to establish a scholarship fund for Delta people. At Mr. Grinstein’s request, Delta, working with its employees, will establish two new charitable foundations that will fund hardship assistance programs and scholarships for Delta employees, retirees and their families.

C. The 2007 Management Incentive Plan

The 2007 Management Incentive Plan (“MIP”) is an annual cash incentive program. It closely links pay and performance by providing approximately 1,200 management employees with a compensation opportunity based on Delta's achieving key business plan goals in 2007. It also closely aligns the interests of Delta’s management and other employees, since these goals are the same ones that drive payouts under the Profit Sharing Plan and Shared Rewards program.

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⁵ An additional 1.4% of the common stock of reorganized Delta will be reserved for long-term incentive plans, equity awards for the members of the Board of Directors of reorganized Delta, and equity awards for future hires that may be instituted in the future by the Board of Directors of reorganized Delta.

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The P&C Committee established, and the Creditors' Committee approved, the performance measures and annual incentive opportunities for the MIP. For officers at or above the Senior Vice President level, incentive opportunities will be based 50% on the Company's financial performance and 50% on its operational performance. The financial goals are Delta's emergence from bankruptcy during 2007 and its pre-tax profit level for the year (pre-tax profit is the same measure used in the Profit Sharing Program). The operational objectives are the number of times in 2007 Delta meets the monthly targets in the Shared Rewards program as well as the on-time performance of Delta Connection carriers.

The target awards are two times base salary for Delta's COO and CFO, and one time base salary for its Executive Vice Presidents. Payouts under the 2007 MIP may range from zero to 50% higher than the target awards depending on the performance results achieved. Even if Delta meets some of its performance targets under the 2007 MIP, no payment will be made to any participant under those measures unless there is a payment for 2007 under the Profit Sharing Program.⁶

D. Compensation Table

The table below shows for our Chief Executive Officer, our Chief Financial Officer, our Chief Operating Officer, and our next 2 most highly paid executive officers, their respective proposed salary level, target annual cash incentive award for 2007 under our MIP program, and stock options, restricted stock and performance awards (at the target level) to be granted in connection with emergence as part of the Management Equity Awards.

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⁶For Vice Presidents and Directors, incentive opportunities will be based 1/3 on Delta's financial performance as discussed above, 1/3 on the operational objectives as discussed above and 1/3 on individual performance goals. For General Managers and Managers, incentive opportunities will be based entirely on individual performance goals. Just like with payments under the Shared Rewards program, payments for individual performance of participants below the Senior Vice President level are not conditioned on the occurrence of payments under the Profit Sharing Plan.

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Name	Title	Salary ($)	Target Cash Incentive ($)	Restricted Stock (Shares)	Options (Shares)	Performance Shares (Shares)
Gerald Grinstein	Chief Executive Officer	337,500	*	*	*	*
Edward Bastian	Chief Financial Officer	382,500	765,000	184,800	142,900	67,200
Jim Whitehurst	Chief Operating Officer	382,500	765,000	184,800	142,900	67,200
Joe Kolshak	Executive Vice President	344,000	344,000	136,400	105,500	49,600
Lee Macenczak	Executive Vice President	344,000	344,000	136,400	105,500	49,600

^* Mr. Grinstein has voluntarily elected to not receive any cash incentive, restricted stock, options or performance share awards.

Assuming a $10 billion Delta valuation, the equity awards are estimated to have a “full grant date fair value” of $8.4 million each for Messrs. Bastian and Whitehurst, and $6.2 million each for Messrs. Kolshak and Macenczak. “Full grant date fair value” is the value that would be reported in a proxy filing for these awards. The actual value of these awards will depend on many factors, including the stock price at the time awards vest, whether or not performance goals are achieved and the possibility the awards may be forfeited. This total estimated value for Delta’s top 5 officers (which will take three years to fully vest) is about one-third of what was received by the top 5 management employees of UAL upon its emergence from bankruptcy.

E. The 2007 Officer and Director Severance Plan

We have also updated our Officer and Director Severance Plan, which will provide severance benefits in the event that the employment of a covered officer or director is terminated by Delta for any reason other than for Cause (as defined in the plan) or, within the two year period after a Change in Control, the covered person resigns for Good Reason (as defined in the plan). Mr. Grinstein has voluntarily elected to not be covered by this Plan. A copy of this Plan is filed as Exhibit 3.

Under this Plan, the severance benefit is an amount equal to 6 to 12 months of annual base salary and target MIP. In the event of a covered termination after a Change in Control, it is an amount equal to two times annual base salary and target MIP for Executive Vice Presidents and above. In addition, the Plan provides for payments by the Company of certain post-employment medical and life insurance premiums, continuation of financial planning services and travel privileges, certain career transition services and, for a covered termination after a Change in Control, protection against the application of the Federal excise tax that relates to change in control payments.

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In order to receive benefits under this Plan, a covered person must first sign an agreement that includes a release of claims in favor of Delta, and certain non-competition, non-solicitation and non-recruitment agreements for the benefit of Delta.

F. Other Benefits

In addition to the compensation described above, Delta management will continue to participate in other benefit programs, including our medical, life insurance, disability, travel benefits program and 401(k) plans.

IV. Board of Directors Compensation

The Corporate Governance Committee of Delta’s Board of Directorshas worked with its outside compensation specialists and management, and with the Creditors’ Committee, to develop a compensation program for the members of the Board of Directors of reorganized Delta. Members of our Board of Directors will receive a $40,000 annual cash retainer, payable quarterly, and an annual stock retainer of shares with a value of $40,000 payable once a year, with a one year vesting requirement except in cases of death, disability or a change in control. Board Members will also be entitled to certain travel privileges. Committee chairs will receive an additional $10,000 cash retainer, except for the chair of the Audit Committee, who will receive an additional $20,000. A non-executive Chairman of the Board will be paid an additional $125,000 annual cash retainer.

11

EX-99.2

EXHIBIT 99.2

CONTACT: Corporate Communications 404-715-2554

Delta Develops Comprehensive Compensation Program

to Allow Employees to Share in Company’s Future Success

Approximately 39,000 employees to receive Delta stock and cash payouts shortly after

 Delta’s emergence from Chapter 11; stronger company-wide emphasis on pay for performance

ATLANTA, March 20, 2007- Delta Air Lines today announced that it has developed a comprehensive compensation program to provide its noncontract¹ employees with substantial value shortly after Delta’s planned emergence from Chapter 11 in early May. Shortly after exiting bankruptcy, Delta will distribute to its approximately 39,000 noncontract employees 3.5% of the outstanding Delta common stock, which is estimated to have an initial value of approximately $350 million.² Also upon emergence, eligible employees will receive cash lump sum payments with an aggregate value of approximately $130 million. Together, these two components are expected to have a value of approximately $480 million.

The overall broad-based compensation program, designed to allow all employees to share in the future success of Delta that their hard work and sacrifice helped make possible, provides for approximately 39,000 noncontract employees around the world³ to receive:

·   A significant distribution of Delta stock which employees may hold or sell without restrictions;

·   A cash lump sum payment;

·   Pay increases beginning this summer;

·   Incentive performance awards and profit sharing tied to performance; and

·   A new defined contribution retirement benefit.

¹ ”Noncontract employees” refers to employees not covered by a domestic collective bargaining agreement and not covered by the separate management compensation program.

² All stock references in thisrelease assume that Delta has a $10 billion valuation at emergence.

³For employees who are based outside the United States, the terms of this compensation program will vary to be consistent with local practices.

While the emergence compensation for Delta’s pilots and flight dispatchers is covered by collective bargaining agreements, both of these groups have fully participated in the measures that were essential to Delta’s survival, recovery and planned emergence from Chapter 11 as a strong, healthy competitor. These groups also will fully share in the successes that their sacrifices and contributions are making possible.

“A bedrock principle of Delta’s transformation is that Delta people around the world would benefit from the success their hard work helped make possible,” said Gerald Grinstein, Delta’s Chief Executive Officer. “Thanks to their remarkable efforts, Delta is poised for success. We are extremely pleased to honor our commitment by ensuring that all Delta people will have a new, competitive and more rewarding compensation package when the company emerges from Chapter 11 later this spring.”

Other key principles of Delta’s new compensation program include a greater emphasis on pay-for-performance, appropriately balancing at-risk and fixed compensation for all Delta people, and more closely aligning both the management and frontline compensation programs with the best interests of Delta’s other stakeholders.

“From the outset of our Chapter 11 proceedings, we have approached compensation differently than we did in the past and than most other companies in bankruptcy, including other airlines,” said Edward H. Bastian, Executive Vice President and Chief Financial Officer. “Difficult sacrifices have been required from all Delta people, with everyone, including management and union and noncontract workgroups, fully sharing in the sacrifices necessary to put Delta in a position to emerge from bankruptcy as a strong, healthy competitor and an industry leader.

“Going forward, our management compensation program will more closely link pay to performance and align compensation with the long-term interests of Delta’s shareholders, to retain the best people we have, to attract new talent to the company when we need it and to establish transparent, well-defined performance metrics for our leaders so we can continue to provide value to our shareholders, our customers and our employees,” Bastian continued.

A summary of Delta’s new compensation program will be filed with the U.S. Bankruptcy Court later today as a supplement to the company’s Disclosure Statement. Delta also plans to file Disclosure Statement supplements on fresh start reporting and on its post-emergence Certificate of Incorporation (or Charter) and Bylaws.

Delta’s new compensation program was developed in close coordination with Delta’s Board of Directors and was approved by the Official Committee of Unsecured Creditors. Highlights of the program are as follows:

Noncontract Employees

The compensation program for approximately 39,000 noncontract employees includes a number of elements designed to reward these employees for strong performance. These elements include:

·   Stock Ownership - Within days of emergence, eligible noncontract employees will receive shares of Delta common stock that can be held or immediately sold. This amounts to a one-time aggregate award of approximately 3.5% of the outstanding shares of Delta’s newly issued stock, with an estimated value of approximately $350 million. Delta believes the award of a significant amount of stock to such a broad-based group of employees in this fashion is unprecedented for a company emerging from bankruptcy.

·   Cash Lump Sum Payment - Around the time of emergence, eligible employees (which will not include officers and directors) will receive a cash lump sum payment representing 8% of their 2006 earnings. These payments are estimated to have an aggregate value of approximately $130 million.

·   Profit Sharing Plan - Delta’s profit-sharing plan will pay out at least 15% of Delta’s annual pre-tax profit (as defined in the profit sharing plan). This is a “first-dollar plan,” which means the company pays out at the first dollar of profit instead of only after a specific profit threshold is met.

·   Shared Rewards Program - Delta will continue to provide employees monthly incentive pay for achieving operational goals such as on-time performance, completion rate and - for the first time - baggage performance.

·   Base Pay Increases - Delta intends to move toward an industry standard pay structure over time, beginning with a pay increase of 4% at top of scale in summer 2007.

·   Retirement - A new defined contribution benefit will provide employees the opportunity to receive up to 7% of their pay in contributions from Delta to their 401(k) account, including an automatic contribution equal to 2% of their pay. This retirement benefit will be in addition to benefits that have already been earned under the frozen defined benefit pension plan. Delta and its employees worked hard to preserve this pension plan. Delta made a voluntary $50 million contribution to this plan on March 15, 2007 and expects to contribute, on average, approximately $100 million per year for the next several years.

Pilots and Flight Dispatchers

Compensation for Delta’s pilots and flight dispatchers is covered by collective bargaining agreements. Delta Pilots and Flight Dispatchers will receive under those agreements the rewards from the company’s success that their sacrifices and contributions are making possible.

Delta pilots will participate in both the profit sharing and the Shared Rewards compensation programs. Pilot pay rates also will continue to increase, with the amount of future pay increases based on Delta’s operating margin performance. In addition, Delta pilots will receive substantial value from the proceeds of the general, unsecured claim they received in Delta’s Chapter 11 proceeding and a note, both of which were negotiated as part of the collective bargaining agreement. They also have a defined contribution retirement benefit.

Delta’s flight dispatchers also will participate in the profit sharing and Shared Rewards compensation programs, as well as the new defined contribution retirement benefit. Dispatchers also will receive substantial value from the proceeds of the general, unsecured claim they received in Delta’s Chapter 11 proceeding. Dispatchers at the top of scale also have begun to receive a license premium and their pay scale has been adjusted.

Management

A substantial portion of the compensation being provided to management will be at-risk and tied directly to Delta’s and individual performance. The new program for management includes equity awards of restricted stock, stock options and performance shares. In the aggregate, the equity awards to approximately 1,200 leaders represent approximately 2.4% of Delta’s value upon emergence from Chapter 11, approximately $240 million.

Delta officers will receive restricted stock, stock options and performance shares, which will require performance over time in order to vest. For officers, 55% of the equity award will be in the form of restricted stock, which vests in three tranches over a period of 30 months following emergence from bankruptcy. 45% of the award will be in stock options and performance shares, which will be earned over the three years following emergence.

Delta’s officers and directors will not receive across-the-board pay increases until frontline employees have reached industry standard pay. They also will not receive cash lump sum payments upon emergence under the management compensation program.

Unlike other airlines and most other large companies that have filed for Chapter 11, Delta did not continue annual cash incentive plans or seek approval for a Key Employee Retention Plan for management during its Chapter 11 proceedings. The new management compensation program is designed to address the shortfall that exists between Delta’s current management compensation practices and the average compensation for management in the airline and other industries.

Executives will participate in the same retirement benefit plan as other noncontract employees. They also will be eligible to participate in an annual incentive plan. For our senior officers, performance measurement will be based on a combination of financial and operational goals, and no payments will be made for any year for which there is not a payout under the broad-based Profit-Sharing Plan. Importantly, Delta senior leaders’ incentive plan payouts are largely based on the same fundamental metrics that will affect what other Delta employees receive under the broad-based profit sharing and Shared Reward programs. In addition, as is standard, executives will be eligible for certain severance benefits if their employment terminates other than for cause or within a specified period of time after a change in control of the company.

“I believe the compensation being provided to the outstanding group of leaders on our management team is fair, appropriately modest in relation to the competitive market and grounded in the right principles for an airline whose success going forward is based largely on the performance of its people,” Grinstein said. “Having had the privilege of serving beside Delta people over the last several years, I know they are fully capable of leading this remarkable and legendary airline as it begins a promising new era.”

Finally, it is important to note that Mr. Grinstein has decided he will not participate in the management equity awards, cash incentive payments and severance programs. Accordingly, Delta will not make any awards to Mr. Grinstein under these programs. Mr. Grinstein has requested that Delta consider using a portion of the value of the awards he might otherwise have received to help Delta people who experience hardships in their personal lives and to establish a scholarship fund for Delta people. At Mr. Grinstein’s request, Delta, working with its employees, will establish two new charitable foundations that will fund scholarships and hardship assistance programs for Delta employees, retirees and their families.

Additional information on Delta’s compensation programs - including audio and video clips -- can be found at the newsroom at media.delta.com. Please visit deltadocket.com to access all filings related to Delta’s Chapter 11 proceedings.

B-roll Available

Highlights include comments from Delta CEO Gerald Grinstein, a visual example of

how the new compensation program impacts employees and footage of Delta’s™

daily operation, including aircraft and employees at work.

Feed date:      Tuesday, March 19, 2007

Feed time:      6:00-6:30 a.m. EDT      10:00-10:30 a.m. EDT

Coordinates:      Satellite - Galaxy 3C      Transponder - C21      Format - Analog C-band D/L frequency - 4120.00 Horizontal

Delta Air Lines (Other OTC: DALRQ) offers customers service to more destinations than any global airline with Delta and Delta Connection carrier service to 308 destinations in 52 countries. With more than 60 new international routes added in the last year, Delta is America’s fastest growing international airline and is a leader across the Atlantic with flights to 31 trans-Atlantic destinations. To Latin America and the Caribbean, Delta offers more than 600 weekly flights to 58 destinations. Delta's marketing alliances also allow customers to earn and redeem SkyMiles on more than 14,000 flights offered by SkyTeam and other partners. Delta is a founding member of SkyTeam, a global airline alliance that provides customers with extensive worldwide destinations, flights and services. Including its SkyTeam and worldwide codeshare partners, Delta offers flights to 458 worldwide destinations in 99 countries. Customers can check in for flights, print boarding passes and check flight status at delta.com.

Statements in this news release that are not historical facts, including statements regarding our 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. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, our ability to prosecute, confirm and consummate our proposed plan of reorganization with respect to the Chapter 11 proceedings; the actions and decisions of our creditors and other third parties with interests in our Chapter 11 proceedings; our ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted from time to time; our ability to obtain and maintain normal terms with vendors and service providers; our ability to maintain contracts that are critical to our operations; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for us to propose and confirm one or more plans of reorganization, to appoint a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the cost of aircraft fuel; the impact that our indebtedness will have on our financial and operating activities and our ability to incur additional debt; the restrictions that financial covenants in our financing agreements will have on our financial and business operations; labor issues; interruptions or disruptions in service at one of our hub airports; our increasing dependence on technology in our operations; our ability to retain management and key employees; restructurings by competitors; the effects of terrorist attacks; and competitive conditions in the airline industry. 

Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in Delta’s Securities and Exchange Commission filings, including its Form 10-K for the fiscal year ended December 31, 2006, filed on March 2, 2007.

Current holders of Delta’s equity will not receive any distributions under Delta’s proposed Plan of Reorganization. These equity interests would be cancelled upon the effectiveness of the proposed Plan of Reorganization. Accordingly, we urge that caution be exercised with respect to investments in Delta’s existing equity securities and any of Delta’s liabilities and other securities. Investors and other interested parties can obtain information about Delta’s Chapter 11 filing on the Internet at delta.com/restructure. Court filings, claims information and our proposed Plan of Reorganization are available at deltadocket.com. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of March 20, 2007, and which Delta has no current intention to update.

None of the statements in this press release is a solicitation of votes for or against any plan of reorganization. Any such solicitation will only be made through a disclosure statement approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

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