1989 STOCK INCENTIVE PLAN
DELTA AIR LINES, INC.
As Amended Through October 28, 1993
SECTION 1. Purpose; Definitions.
The purpose of this plan, which shall be known as the "1989 Stock Incentive Plan of Delta Air Lines, Inc." (the
"Plan"), is to promote the interests of Delta Air Lines, Inc. (the "Company") by attracting and retaining in its
employment persons of outstanding ability, and to provide present and future officers and key employees of the
Company, or any of its present or future Subsidiaries, greater incentive to make material contributions to the
success of the Company by increasing their proprietary interest in the welfare and success of the Company
through increased direct stock ownership and other incentives related to the value of the stock, all to the benefit
of the Company and its shareholders.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) "Board" or "Board of Directors" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
(c) "Committee" means the Committee referred to in Section 2 of the Plan. If at any time no Committee shall be
designated, then the functions of the Committee specified in the Plan shall be exercised by the Board.
(d) "Company" means Delta Air Lines, Inc., a corporation organized under the laws of the State of Delaware, or
any successor corporation.
(e) "Disability" means disability as determined under the disability plan of the Company or Subsidiary applicable
to the Participant.
(f) "Disinterested Person" shall have the meaning set forth in Rule 16b- 3(d)(3) as promulgated by the Securities
and Exchange Commission under the Exchange Act, or any successor definition adopted by the Commission.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(h) "Fair Market Value" means, as of any given date, the opening or closing price, as determined by the