DELTA AIR LINES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
(As Proposed to be Amended and Restated Through October 26, 1995)
SECTION 1. Purpose.
The purpose of the Delta Air Lines, Inc. Directors' Deferred Compensation Plan (the "Plan") is to provide
members of the Board of Directors (the "Board") of Delta Air Lines, Inc. (the "Company") who are not
employees of the Company ("Participants") with the opportunity to defer receipt of payment of their fees for
services as a Director.
SECTION 2. Administration.
The Plan shall be administered by a committee (the "Committee") of three or more individuals appointed by the
Board to administer the Plan. The members of the Committee must be members of, and shall serve at the
discretion of, the Board. The Plan initially shall be administered by the Personnel, Compensation & Nominating
Committee of the Board.
Subject to the provisions of the Plan, the Committee shall have sole and complete authority to construe and
interpret the Plan; to establish, amend and rescind appropriate rules and regulations relating to the Plan; to
administer the Plan; and to take all such steps and make all such determinations in connection with the Plan as it
may deem necessary or advisable to carry out the provisions and intent of the Plan. All determinations of the
Committee shall be by a majority of its members, and its determinations shall be final and conclusive for all
purposes and upon all persons, including, but without limitation, the Company, the Committee, the Participants
and their respective successors in interest.
SECTION 3. Eligibility and Participation.
Participation in the Plan shall be limited to members of the Board who are not employees of the Company.
A Participant may elect to defer receipt of all or a portion of his or her fees for services as a member of the
Board. These fees include, without limitation, the annual retainer, the committee chairperson retainer and any
meeting fees for attendance at meetings of the Board and i