t61644_8k.htm

Exhibit 99.1

DELTA AIR LINES, INC. 2008 LONG-TERM INCENTIVE PROGRAM

1. Purpose. The 2008 Long-Term Incentive Program (the “2008 LTIP”) is an equity-based long term incentive program sponsored by Delta Air Lines, Inc. (“Delta” or the “Company”) that is intended to: (a) closely link pay and performance by providing management employees with a compensation opportunity based on Delta's achieving key business objectives; and (b) align the interests of management employees with the Company’s other employees and stakeholders. The 2008 LTIP is an “Award Agreement” under, and is subject to the terms of, the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the “2007 Performance Plan”). Capitalized terms that are not otherwise defined in the 2008 LTIP shall have the meaning ascribed to them in the 2007 Performance Plan.

2. Individual Award Agreements. Any person offered an Award under the 2008 LTIP may be required to sign an Individual Award Agreement (each, a “2008 LTIP Agreement”) which includes the terms of the Award. Execution by such person of his 2008 LTIP Agreement will be a prerequisite to the effectiveness of the Award under the 2008 LTIP and to the person’s becoming a Participant in the 2008 LTIP.

3. Awards.

(a) Stock Option.

(i) Award Grant. A Participant may receive a Non-Qualified Stock Option covering the number of Shares specified in the Participant’s 2008 LTIP Agreement (the “Option”).

(ii) Grant Date. The grant date of the Option will be determined by the Committee and set forth in a Participant’s 2008 LTIP Agreement (the “Grant Date”).

(iii) 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.

(iv) Exercise Period. Subject to the terms of the 2007 Performance Plan and the 2008 LTIP, 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 Grant Date1; and (B) shall be exercisable through and including the day immediately preceding the tenth anniversary of the Grant Date (“Expiration Date”).

(v) Change in Exercisability and Exercise Period upon Termination of Employment. The exercisability of the Option and the exercise period set forth in Section 3(a)(iv) above 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 the Participant if he is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), the Pro Rata Option Portion of any Option Installment that is not exercisable at the time of such termination shall become exercisable, and the entire then exercisable portion of the Option shall be exercisable, during the period: (i) beginning on the date of such termination; and (ii) ending on the earlier of (x) the second anniversary of such termination or (y) the Expiration Date. Upon a Participant’s Termination of Employment by the Company without Cause or by Participant for Good Reason, 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, the number of Shares covered by each such Option Installment multiplied by a fraction:

1 The 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, and if necessary the Second 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 with respect to the Second and Third Option Installments.

(i) the numerator of which is the number of calendar months2 from the Grant 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.

(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 immediately forfeited; and (ii) any portion of the Option that is exercisable at the time of such termination shall remain exercisable until the earlier of (x) 90 days after such termination or (y) the Expiration Date.

(C) Retirement. Upon a Participant’s Termination of Employment by reason of Retirement, a Pro Rata Option Portion of any Option Installment that is not exercisable at the time of such termination shall become exercisable, and the entire then exercisable portion of the Option shall be exercisable, during the period: (i) beginning on the date of such termination; and (ii) ending on the earlier of (x) the third anniversary of such termination or (y) the Expiration Date. Pro Rata Option Portion has the meaning set forth in Section 3(a)(v)(A) above. 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.

(D) Death or Disability. Upon a Participant’s Termination of Employment due to death or Disability, any Option Installment that is not exercisable at the time of such termination shall become exercisable, and the entire then exercisable portion of the Option shall be exercisable, during the period: (i) beginning on the date of such termination; and (ii) ending on the earlier of (x) the third anniversary of such termination or (y) the Expiration Date.

(E) For Cause. Upon a Participant’s Termination of Employment by the Company for Cause, any unexercised portion of the Option shall be immediately forfeited, including any portion that was then exercisable.

(vi) Change in Control. Subject to Section 4 below, upon a Change in Control which occurs prior to a Participant’s Termination of Employment, any Option Installment that is not exercisable at the time of such Change in Control shall become exercisable, and the entire then exercisable portion of the Option shall be exercisable, during the period (i) beginning on the date of such Change in Control; and (ii) ending on the Expiration Date; provided, however, that upon a Participant’s Termination of Employment for any reason other than by the Company for Cause after a Change in Control, the period to exercise the Option will end on the earlier of (i) the third anniversary of such termination or (ii) the Expiration Date; and provided, further, that the Option shall be immediately forfeited upon such Participant’s Termination of Employment by the Company for Cause after a Change in Control.

(b) Restricted Stock.

(i) Award Grant. A Participant may receive Restricted Stock as specified in the Participant’s 2008 LTIP Agreement (the “Restricted Stock”).

(ii) Grant Date. The Grant Date of the Restricted Stock will be determined by the Committee and set forth in a Participant’s 2008 LTIP Agreement.

(iii) Restrictions. Until the restrictions imposed by this Section 3(b) (the “Restrictions”) have lapsed pursuant to Section 3(b)(iv), (v) or (vi) below, a 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 below.

2 For purposes of the 2008 LTIP, one calendar month is calculated from the date of measurement to the same or closest numerical date occurring during the following month. For example, one calendar month from January 1, 2008 will elapse as of February 1, 2008, two months will elapse on March 1, 2008, etc.

(iv) Lapse of Restrictions—Continued Employment. Subject to the terms of the 2007 Performance Plan and the 2008 LTIP, the Restrictions shall lapse and be of no further force or effect with respect to one-third of the Shares of Restricted Stock on each of the first (“First RS Installment”), second (“Second RS Installment”) and third (“Third RS Installment”) anniversaries of the Grant Date.3

(v) Lapse of Restrictions/Forfeiture upon Termination of Employment. The Restricted Stock and the Restrictions set forth in this Section 3(b) 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 Participant if he is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), with respect to any portion of the Restricted Stock subject to the Restrictions, the Restrictions shall immediately lapse on the Pro Rata RS Portion as of the date of such termination. Upon a Participant’s Termination of Employment by the Company without Cause or by Participant for Good Reason, 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, 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 Grant 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 RS Installment, twenty-four (24) for the Second RS Installment and thirty-six (36) for the Third RS Installment.

(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 immediately forfeited.

(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 the Pro Rata RS Portion as of the date of such termination. Pro Rata RS Portion has the meaning set forth in Section 3(b)(v)(A) above. 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.

(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 immediately forfeited.

(vi) Change in Control. Subject to Section 4 below, 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.

(vii) 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, Participant shall receive the dividend.

3 The 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 will be adjusted in the same manner as described in footnote 1 above.

(i) Award Grant. A Participant may receive a Performance Award for a specified target number of Shares as set forth in the Participant’s 2008 LTIP Agreement (a “Performance Award”).

(ii) Grant Date. The Grant Date of the Performance Award will be determined by the Committee and set forth in the Participant’s 2008 LTIP Agreement.

(iii) Payout Criteria. Except as otherwise expressly set forth in this Section 3(c), the actual number of Shares paid, if any, to any Participant under the Performance Award will be based on the following factors as described and defined below: (A) the Cumulative Revenue Growth during the Performance Period of the Company relative to the members of the Airline Peer Group; (B) the Average Annual Pre-Tax Income Margin during the Performance Period of the Company relative to the members of the Airline Peer Group; and (C) the occurrence of a contemporaneous annual payout under the Company’s broad-based employee Profit Sharing Program (a “Profit Sharing Payout”).

(iv) Definitions.

(A) The “Airline Peer Group” means AMR Corporation, Continental Airlines, Inc., Northwest Airlines Corporation, Southwest Airlines Co., UAL Corporation and US Airways Group, Inc.

(B) The “Average Annual Pre-Tax Income Margin” for Delta and each member of the Airline Peer Group shall be calculated by using the subject company’s Pre-Tax Income and Total Operating Revenue for the applicable periods and the following formula: (A + B + C) ÷ 3, where

A = Pre-Tax Income for 2008 divided by Total Operating Revenue for 2008

B = Pre-Tax Income for 2009 divided by Total Operating Revenue for 2009

C = Pre-Tax Income for 2010 divided by Total Operating Revenue for 2010

(C) The “Cumulative Revenue Growth” for Delta and each member of the Airline Peer Group shall be calculated by using the subject company’s Total Operating Revenue for the applicable periods and the following formula: (A + B + C) ÷ D, where

A = Total Operating Revenue for 2008 minus Total Operating Revenue for 2007

B = Total Operating Revenue for 2009 minus Total Operating Revenue for 2008

C = Total Operating Revenue for 2010 minus Total Operating Revenue for 2009

D = Total Operating Revenue for 2007

(D) “GAAP” means accounting principles generally accepted in the United States of America.

(E) The “Performance Period” means the period beginning on January 1, 2008 and ending on and including December 31, 2010.

(F) “Pre-Tax Income” means, subject to Section 3(c)(v)(B) below, the subject company’s consolidated pre-tax income for the applicable periods based on its regularly prepared and publicly available statements of operations prepared in accordance with GAAP, but excluding: (i) any material asset write downs related to long term assets; (ii) gains or losses with respect to employee equity securities; (iii) gains or losses with respect to extraordinary, one-time or non-recurring events; (iv) any line items reported in the statement of operations reflecting reorganization expenses; and (v) expenses accrued with respect to any annual profit sharing or incentive compensation plan.

(G) The “Total Operating Revenue” means, subject to Section 3(c)(v)(B) below, the subject company’s total operating revenue for the applicable periods based on its regularly prepared and publicly available statements of operations prepared in accordance with GAAP.

(v) Vesting.

(A) General. Subject to the terms of the 2007 Performance Plan and all other conditions included in any applicable 2008 LTIP Agreement, the Performance Award shall vest, as described in this Section 3(c)(v), as of the end of the Performance Period to the extent that the Company ranks number five (5) or better in comparison to the Airline Peer Group with respect to Cumulative Revenue Growth and/or Average Annual Pre-Tax Income Margin, as described below. For purposes of Cumulative Revenue Growth and Average Annual Pre-Tax Income Margin, a rank of one (1) will be the highest and best ranking and a rank of seven (7) will be the lowest and worst ranking.

(B) Committee’s Authority. In determining the Cumulative Revenue Growth and the Average Annual Pre-Tax Income Margin for Delta and each member of the Airline Peer Group, the Committee may make such adjustments with respect to any subject company as it deems in its discretion to be necessary or advisable to prevent the enlargement or dilution of the benefits or potential benefits to be made available under Section 3(c). Without limiting the generality of the forgoing, the Committee may (i) make such determinations based on financial data filed by the subject company with the U.S. Department of Transportation or otherwise, and (ii) exclude from any calculation any item of gain, loss or expense determined by the Committee to be extraordinary or unusual in nature or infrequent in occurrence.

(C) Impact of Certain Events. A company shall be automatically ranked as number seven (7) in the event that any of the following occur during or with respect to the Performance Period: (i) such company ceases to maintain or does not timely prepare publicly available statements of operations prepared in accordance with GAAP; (ii) such company is not the surviving entity in any merger, consolidation, or other non-bankruptcy reorganization (or survives only as a subsidiary of an entity other than a previously wholly owned subsidiary of such company); (iii) such company sells, leases, or exchanges all or substantially all of its assets to any other person or entity (other than a previously wholly owned subsidiary of such company); (iv) such company is dissolved and liquidated; or (v) more than 20% of such company's revenues (determined on a consolidated basis based on the regularly prepared and publicly available statements of operations of such company prepared in accordance with GAAP) for any fiscal year of such company are attributable to the operation of businesses other than such company's airline business and such company does not provide publicly available statements of operations with respect to its airline business that are separate from the statements of operations provided with respect to its other businesses.

(D) Transactions Between Airlines. To the extent reasonably practicable, in the event of a merger, consolidation or similar transaction during the Performance Period between Delta and any other airline, including a member of the Airline Peer Group, or between any member of the Airline Peer Group and any other airline, including another member of the Airline Peer Group (an “Airline Merger”), Cumulative Revenue Growth for the surviving company will be calculated on a proforma basis as if the Airline Merger had occurred on January 1, 2007 and Average Annual Pre-Tax Income Margin for such company will be calculated on a proforma basis as if the Airline Merger had occurred on January 1, 2008.

(E) Vesting/Ranking. The Shares a Participant will receive, if any, in connection with the vesting of the Performance Awards will be based on the following:

	Cumulative Revenue Growth			+		Average Annual Pre- Tax Income Margin
Rank vs. Airline Peer Group	% of Target Earned	x	Weight		Rank vs. Airline Peer Group	% of Target Earned	x	Weight
1	200%	x	50%		1	200%	x	50%
2	150%	x	50%		2	150%	x	50%
3	100%	x	50%		3	100%	x	50%
4	75%	x	50%		4	75%	x	50%
5	50%	x	50%		5	50%	x	50%
6	0%				6	0%
7	0%				7	0%

Any portion of a Performance Award that does not vest at the end of the Performance Period will immediately lapse and become void.

Examples:

Assume a Participant receives a Performance Award of 4,000 Shares and that, as of the end of the Performance Period, Delta ranks number four (4) in Cumulative Revenue Growth (resulting in a payout at 75% of the weighted target under that measure) and number three (3) in Average Annual Pre-Tax Income Margin (resulting in a payout at 100% of the weighted target under that measure). This Participant will be eligible to receive a payout of 3,500 Shares, which is the result of the following formula: ((4,000 Shares × 75%) × 50%) + ((4,000 Shares × 100%) × 50%).

Using the same Participant in Example 1 above, assume that, as of the end of the Performance Period, Delta ranks number two (2) in Cumulative Revenue Growth (resulting in a payout at 150% of the weighted target under that measure) and number one (1) in Average Annual Pre-Tax Income Margin (resulting in a payout at 200% of the weighted target under that measure). This Participant will be eligible to receive a payout of 7,000 Shares, which is the result of the following formula: ((4,000 Shares × 150%) × 50%) + ((4,000 Shares × 200%) × 50%).

(vi) Condition Precedent. No Shares that vest under Section 3(c)(v) above will be paid to any Participant until there is a Profit Sharing Payout for 2010 or a subsequent year.

(vii) Timing of Payment. The Company will pay Participants any Shares that vest under Section 3(c)(v) as soon as practicable after the determination that the payment criteria described above have been met.

(viii) Accelerated Vesting/Forfeiture upon Termination of Employment. The Performance Awards are subject to the following terms and conditions:

(A) Retirement; Without Cause or For Good Reason. Upon a Participant’s Termination of Employment due to Retirement or by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if he is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), 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 from January 1, 2008 to the date of such Termination of Employment (rounded up for any partial month); and

E = the number of calendar months from January 1, 2008 to December 31, 2010 (rounded up for any partial month).

Thereafter, the Participant will be entitled to any Shares that vest and become payable under Section 3(c)(v) 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.

(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) 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 3(c)(viii)(A) 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.

(D) 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.

(ix) Change in Control. Subject to Section 4 below, upon a Change in Control, the target number of Shares subject to any outstanding Performance Awards and Adjusted Performance Awards shall immediately become 100% vested and be paid to Participants as soon as practicable without regard to whether a Profit Sharing Payout has been or will be made.

4. Gross-Up for Certain Taxes.

(a) Gross-Up Payments. In the event that a Participant becomes entitled to benefits under the 2008 LTIP, 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 (i), subject to sub-section (ii), below:

(i) Subject to sub-section (ii) below, if any portion of any payment under the 2008 LTIP, 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 sub-section 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.

(ii) Notwithstanding the provisions of sub-section (i) 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 4(a) 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 2008 LTIP.

(b) Determinations. In the event of a Change in Control, all determinations required to be made under Section 4(a) above, including the amount of the Gross-Up Payment, whether a payment is required under Section 4(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 the Company and the Participant within twenty (20) 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 4(a) 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.

(c) 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 Section 4(a)(i); 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 4(a), 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 4(c), 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.

Exhibit 99.3

Delta Air Lines, Inc.

2008 Management Incentive Plan

1. Purpose. The 2008 Management Incentive Plan (the “MIP”) is an annual cash incentive program sponsored by Delta Air Lines, Inc. (“Delta” or the “Company”) that is intended to: (a) closely link pay and performance by providing management employees with a compensation opportunity based on Delta's achieving key business plan goals in 2008; and (b) align the interests of management employees with the Company’s other employees and stakeholders. The MIP is an “Award Agreement” under, and is subject to the terms of, the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the “2007 Plan”). Capitalized terms that are not otherwise defined in the MIP shall have the meaning ascribed to them in the 2007 Plan.

2. Plan Administration. (a) The Committee shall be responsible for the general administration and interpretation of the MIP and for carrying out its provisions. “Committee” means the Personnel & Compensation Committee of the Board. The Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject to the terms of the MIP:

(i) authority to construe and interpret the terms of the MIP, and to determine eligibility, awards and the amount, manner and time of payment of any awards hereunder;

(ii) authority to prescribe forms and procedures for purposes of MIP participation and distribution of awards;

(iii) authority to adopt rules and regulations and to take such actions as it deems necessary or desirable for the proper administration of the MIP; and

(iv) authority at any time prior to a Change in Control to eliminate or reduce the actual payout to any Participant in the MIP.

(b) Any rule or decision by the Committee that is not inconsistent with the provisions of the MIP shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

3. Eligibility. All Delta employees worldwide (other than employees in the Delta Benefits Trusts Department) who are assigned a competency code of (a) Business Leader (BL), (b) Leader Manager (LM) or (c) Senior Professional (SP) are eligible to participate in the MIP (“Participants”). Business Leaders include Participants at Participation Levels 1 through 6, as described in Section 5 below. Leader Managers and Senior Professionals (collectively, “LM/SPs”) include Participants at Participation Level 7.

4. MIP Awards.

(a) General. The MIP award each Participant receives, if any, will be based on: (i) the Participant’s Target MIP Award, as defined below; (ii) the level of achievement within each applicable performance measure; and (iii) the occurrence of a payout for 2008 under the Company’s broad-based employee profit sharing program (the “Profit Sharing Program”).

(b) Performance Measures. The performance measures used will be one or more of financial (“Financial Performance”), operational (“Operational Performance”) and individual performance (“Individual Performance”). Achievement under each performance measure may range from below threshold, at which there is no payout, to the maximum performance level, at which the payout will be greater than the target level. See Section 6 below.

(c) Condition to Payout. Any payout for Financial Performance or Operational Performance is contingent upon a payout under the Profit Sharing Program for 2008. If there is no payout under the Profit Sharing Program for 2008, no MIP awards will be paid with respect to Financial Performance or Operational Performance regardless of whether Delta meets or exceeds those performance measures.

(d) Target MIP Awards. The Target MIP Award for each Participant will be expressed as a percentage of the Participant’s Annual Base Salary (the “Target MIP Award”) as determined by the Committee and will be communicated to Participants in such manner as the Committee deems appropriate. Subject to Section 8 below, “Annual Base Salary” means the Participant’s 2008 annual base salary as in effect on December 31, 2008.

5. Weighting of Performance Measures. Subject to Section 8 below, a percentage of each Participant’s Target MIP Award is allocated to one or more of Financial Performance,

Operational Performance or Individual Performance based on the Participant’s Participation Level (the “Participation Level”), as follows:

	Performance Measures and Weighting
Participation Level (A)	% of Target MIP Award allocated to Financial Performance (B)	% of Target MIP Award allocated to Operational Performance (C)	% of Target MIP Award allocated to Individual Performance (D)
1 through 4	50%	50%	0%
5 and 6	33.33%	33.33%	33.34%
7			100%

Participation Levels are allocated as follows:

Participation Level (A)	Participant’s Title (B)
1	CEO
2	President
3	EVP
4	SVP
5	VP
6	Managing Director/Director
7	LM/SP

6. The Performance Measures—Threshold, Target and Maximum Payout Levels. The Target MIP Award, and the amounts paid in connection with target levels of Financial, Operational and Individual Performance, is based on the achievement of the target performance level with respect to each applicable performance measure. A Participant’s actual MIP award may be greater or less than the target amount based on whether performance under one or more of the performance measures applicable to the Participant exceeds or is below target performance. This is explained in more detail below.

(a) Financial Performance Measures. The Financial Performance measures for 2008 are based on Delta’s Pre-Tax Income, as defined below. The following table describes

the performance ranges and award payout levels for 2008 Financial Performance, subject to Section 4(c) above:

	Threshold	Target	Maximum
Percentage of Target Financial Amount Paid	50%	100%	200%
Required 2008 Pre-Tax Income	$565 million	$852 million	$1.135 billion

Payouts will be straight-line interpolated when Pre-Tax Income results fall above Threshold and below Target or above Target and below Maximum.

“Pre-Tax Income” will be the amount of Pre-Tax Income, if any, determined under the Profit Sharing Program for 2008.

(b) Operational Performance Measures. The Operational Performance measures for 2008 are based on both Delta and Delta Connection operational performance, with (i) Delta’s operational performance accounting for 75% of the measure and (ii) Delta Connection performance accounting for 25% of the measure. Delta’s Operational Performance is based on the number of times during 2008 that Delta meets or exceeds its monthly goals under the broad-based employee shared rewards program (the “Shared Rewards Program”). Delta Connection’s Operational Performance is based on the number of times during 2008 that the Delta Connection carriers meet or exceed their monthly operational goals for (x) completion factor and (y) on-time performance (the “Delta Connection Goals”). The Delta Connection Goals and the methodology for determining whether these goals are met are described in Exhibit A hereto. The following table describes the performance ranges and award payout levels for 2008 Operational Performance, subject to Section 4(c) above:

	Below Threshold	Threshold	Target	Maximum
Shared Rewards Program
Number of monthly Shared Rewards Program goals actually met during 2008	15 or less	16	21	26 or more
% of Target Payout for this Performance Measure (75% Weighting)	0%	37.50%	75%	150%
Delta Connection Goals
Number of Delta Connection Goals actually met during 2008	8 or less	9	14	19 or more
% of Target Payout for this Performance Measure (25% Weighting)	0%	12.50%	25%	50%

Payouts based on the Shared Rewards Program and Delta Connection Goals will be straight-line interpolated when actual performance results fall above Threshold and below Target or above Target and below Maximum.

(c) Individual Performance Measure. The Individual Performance measure (applicable to Participants at the Vice President level (Level 5), the Managing Director/Director level (Level 6) and the LM/SP level (Level 7)) is generally determined by each Participant’s Leader Performance Management evaluation (“LPM”) at the end of 2008. The performance ranges and award payout levels will be determined by the Committee and will be communicated to Participants in the same time and in the same manner as the Target MIP Awards referred to in Section 4(d) above.

7. Timing of Award Payments. Subject to Section 8(a) below, any payouts to a Participant under the MIP for 2008 will be made in cash, as soon as practicable after (a) the Committee certifies the achievement of the required Financial Performance and/or Operational Performance results and (b) where applicable, an LPM evaluation has been completed, but in no case earlier than concurrent with a payout for 2008 under the Profit Sharing Program (provided that if it is determined there will be no payout for 2008 under the Profit Sharing Program, any MIP awards that are payable based on Individual Performance will be paid as soon as practicable thereafter).

8. Change in Employment Status.

(a) Termination of Employment.

(i) A Termination Event in 2008--General. Except as expressly set forth in this Section 8 or the Delta Air Lines, Inc. 2007 Officer and Director Severance Plan (the “Severance Plan”), in the event a Participant’s employment with Delta terminates for any reason prior to the end of the workday on December 31, 2008, such Participant will be ineligible for any award under the MIP. In other words, if a Participant is employed according to Company records through the end of the workday on December 31, 2008, the Participant will be eligible for any award earned under the MIP for 2008.

(ii) Termination on or after January 1, 2009. A Participant who incurs a termination of employment for any reason other than for Cause on or after January 1, 2009 will remain eligible for any unpaid 2008 MIP award. A Participant who is terminated by the Company for Cause on or after January 1, 2009 will forfeit any unpaid 2008 MIP award.

(iii) Death or Retirement. With respect to any Participant whose employment terminates prior to January 1, 2009 due to the Participant’s death or Retirement, such Participant, or his estate, will be eligible to receive a MIP award based on an adjusted annual base salary amount, but otherwise in the same manner, to the same extent and at the same time as he or she would have received if such Participant’s employment had continued through December 31, 2008. The most recent LPM prior to the termination of employment will generally apply to the Individual Performance measure, if any, applicable to the Participant. The Participant’s Annual Base Salary will be the result of the following formula (which is the same formula set forth in Section 8(a)(v) below): X × Y/12, where:

X = the Participant’s annual base salary as in effect as of the date of termination; and

Y = the number of calendar months the Participant was actively employed by Delta during 2008 in a MIP-eligible position, rounded up for any partial months.

(iv) Pro Rata MIP Payment under the Severance Plan. Any Participant who receives severance benefits under the Severance Plan as a result of a Change in Control Event (as defined in the Severance Plan) will receive a Pro Rata MIP Payment, in addition to any payments and benefits the Participant becomes entitled to receive under the Severance Plan. “Pro Rata MIP Payment” means the result of the following formula: W × Z/12 where,

W = the Participant’s Target MIP Award; and

Z = the number of calendar months the Participant was actively employed by Delta in a MIP-eligible position during 2008, rounded up for any partial months.

Pro Rata MIP Payments will be paid in cash as soon as practicable after a Participant’s termination of employment.

(v) Payments to Level 7 Participants Upon Certain Termination Events. Any Participant employed as a Level 7 LM/SP (see Section 4(d) above) who is not covered by the Severance Plan and (A) whose employment terminates due to Disability or (B) who is terminated by the Company without Cause, in either case prior to January 1, 2009, will be eligible to receive a MIP award, based on an adjusted annual base salary amount as described below. Subject to the Participant’s execution of a waiver and release of claims in a form and manner satisfactory to the Company, any MIP award payable under this Section 8(a)(v) will be paid in cash to the Participant as soon as practicable after the termination of employment. The most recent LPM prior to the termination of employment will generally apply to the Individual Performance measure applicable to the Participant. The Participant’s Annual Base Salary will be the result of the following formula: X × Y/12, where:

X = the Participant’s annual base salary as in effect as of the date of termination; and

Y = the number of calendar months the Participant was actively employed by Delta at the LM/SP level during 2008, rounded up for any partial months.

(b) Other Changes in Employment Status. The terms of this Section 8(b) shall apply to circumstances involving new hires, promotions, demotions, transfers or leaves of absence during 2008. After a Participant’s Target MIP Award is determined under this Section 8(b), the appropriate weighting of performance measures will apply to each portion of such Target MIP Award as set forth in Section 5 above. For partial calendar months, the change in employment status will be considered effective as of the 1st day of the month in which there is a change in status. The end of year LPM will apply to any Individual Performance measure applicable to the Participant unless the Participant is no longer subject to the LPM process after the change in employment status, in which case the most recent LPM will apply. Any MIP awards payable under this Section 8(b) will be paid at the same time and in the same manner as such awards are paid to active Participants.

(i) New Hires. With respect to any individual who becomes employed by Delta as an LM/SP (Participation Level 7) or any more senior MIP-eligible position during 2008 but after January 1, 2008, such individual will be a Participant in the MIP and will be eligible to receive an award under the MIP for 2008; provided, that such Participant’s Annual Base Salary will be the result of the following formula: X × Y/12:

X = the Participant’s annual base salary as of December 31, 2008; and

Y = the number of calendar months the Participant was actively employed by Delta in a MIP-eligible position during 2008, rounded up for any partial months.

(ii) Promotions. Participants who are either promoted into a MIP-eligible job level or promoted into a higher level of MIP participation during 2008 will have their Target MIP Award calculated based on their annual base salary at each MIP-eligible job level (measured as of the date immediately prior to the date the promotion is considered effective for purposes of the MIP, if applicable, as described in the first paragraph of Section 8(b) above, and as of December 31, 2008) and the number of calendar months they were employed in each such capacity, multiplied by the relevant total target award percentage applicable to their position or positions during the relevant period.

(iii) Demotions. Participants who are either demoted to a position that is not eligible to participate in the MIP or demoted to a lower level of MIP participation during 2008 will have their Target MIP Award calculated based on their annual base salary at each MIP-eligible job level (measured as of the date immediately prior to the date the demotion is considered effective for purposes of the MIP, as described in the first paragraph of Section 8(b) above, and, if applicable, as of December 31, 2008) and the number of calendar months they were employed in each such capacity, multiplied by the relevant total target award percentage applicable to their position or positions during the relevant period.

(iv) Transfers and Leaves of Absence. In the event that during 2008 a Participant transfers employment from Delta to a Delta subsidiary or affiliate that does not participate in the MIP, other than a transfer to the Delta Community Credit Union (the “DCCU”) or Delta Technology, LLC (“DT”), the Participant will forfeit any eligibility for an award under the MIP. Except as provided under Section 8(b)(v) below, any Participant who goes on any type of leave or who transfers to the DCCU or DT at any time during 2008 will have his Target MIP Award calculated based on his annual base salary (measured as of the date immediately prior to the date the transfer or leave is considered effective for purposes of the MIP) and the number of calendar months he was employed in a MIP-eligible position during 2008, multiplied by the relevant total target award percentage applicable to his MIP-eligible position.

(v) Military Leave. In the event that at any time during 2008 a Participant is on a Military Leave of Absence, his or her Annual Base Salary shall be equal to the aggregate annual base salary the Participant received from Delta during 2008 plus any amount of base salary such Participant would have received had he or she been actively employed by Delta in any corresponding MIP-eligible position during such leave. “Military Leave of Absence” means a Participant’s absence from his or her position of employment at any time during 2008 because of service in the uniformed services, as defined under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (“USERRA”); provided, that a Participant must provide the Company appropriate evidence that his or her absence was due to service in the uniformed services and the period of such service in order to be considered to be on a Military Leave of Absence for purposes of the MIP. For purposes of the MIP, any Participant who is absent due to military service (according to Delta’s records) as of December 31, 2008 and has been on such leave for a cumulative period (during the period he or she has been employed by Delta) of five years or less, will be presumed to be on a Military Leave of Absence. Any Participant who is similarly absent due to military service (based on Delta’s records) and who has been on such leave for a period of more than five years will not be considered to be on a Military Leave of Absence until he or she provides appropriate evidence that he or she is entitled to an exception to the five-year limit on uniformed service as set forth in USERRA.

9. Treatment of Payments Under Benefit Plans or Programs. MIP payments will be considered as earnings under any benefit plan or program sponsored by Delta only to the extent such payments are included as earnings under the terms of the specific plan or program. If such payments are included, unless otherwise provided in such plan or program, participants will be eligible to contribute amounts paid under the MIP into such plans in the same manner and to the same extent as their ordinary compensation and any amounts so contributed will be subject to any applicable Company contributions and/or matches.

10. Effective Date. The MIP will become effective as of January 1, 2008; provided however, if on or before the date the Committee adopts the MIP any employee who would otherwise have participated in the MIP is informed that his or her employment will be terminated by the Company without Cause, any severance such employee is entitled to receive will be calculated based on the 2007 Management Incentive Plan as in effect as of December 31, 2007.

11. Amendment. Except as otherwise expressly set forth in this Section, the terms of Section 14 of the 2007 Plan shall apply to any amendment or termination of the MIP. In addition, the terms applicable to any Participant will be subject in their entirety to the terms of any offer letter or other document to which the Participant has agreed. The terms of such offer letter or other document, if contrary to the terms of the MIP, shall govern the rights of the corresponding Participant.

12. Fractions. Any calculation under the MIP that results in a fractional amount will be rounded up to two decimal points.

EXHIBIT A—DELTA CONNECTION GOALS:

Delta Connection’s Operational Performance will be based on the number of times during 2008 that the group of Delta Connection carriers meets or exceeds its monthly operational goals for completion factor and on-time performance (the “Delta Connection Goals”). The 24 monthly Delta Connection Goals are included on the following tables:

Month in 2008	Completion Factor 2008 Goal	On-Time Performance 2008 Goal
January	98.3%	78.1%
February	97.2%	77.3%
March	97.8%	79.0%
April	99.2%	81.9%
May	99.3%	83.3%
June	98.5%	73.4%
July	98.2%	73.7%
August	98.5%	74.6%
September	98.3%	82.9%
October	98.4%	80.0%
November	98.7%	77.7%
December	98.7%	76.2%

The primary source of reported metrics used to calculate performance will be performance reports provided by each Delta Connection carrier on a daily basis and validated by Delta Connection Performance Management.

All domestic and international Delta Connection carrier system operations subject to capacity purchase agreements and/or revenue proration agreements will be included in the performance measures, including the operations of ASA, Chautauqua, Comair, ExpressJet, Freedom, Pinnacle, SkyWest and Shuttle America, but excluding Big Sky’s operations and excluding any revenue proration operations with respect to which passenger reservations are not reflected on Delta’s reservations system (the “Delta Connection Program”). In the event that a carrier enters or leaves the Delta Connection Program, that carrier’s operations will be included or excluded from the performance measures as applicable.

The monthly calculation for completion factor will be as follows:

Add all Delta Connection scheduled system operations for the month.

Add all Delta Connection system completed flights for the month.

Divide the result of D.2 by the result of D.1 above for a combined Delta Connection system completion factor.

The monthly calculation for on-time performance will be as follows:

Add all Delta Connection completed system operations for the month.

Add all Delta Connection system on time operations for the month. On time operations are defined as the number of flights that arrive at the scheduled destination within 15 minutes of the scheduled arrival time.

Divide the result of E.2 by the result of E.1 for a combined Delta Connection system on-time performance measure.

All calculations will be performed and validated by the Delta Connection Performance Management team.

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

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))

	DELTA AIR LINES, INC.



	By:	/s/ Mike Campbell
		Mike Campbell
		Executive Vice President—HR, Labor &
Date: February 8, 2008		Communications

Exhibit Number		Description

Exhibit 99.1		The Delta Air Lines, Inc. 2008 Long Term Incentive Program

Exhibit 99.2		Model Award Agreement for the Delta Air Lines, Inc. 2008 Long Term Incentive Program

Exhibit 99.3		The Delta Air Lines, Inc. 2008 Management Incentive Program