Delta Air Lines, Inc.
Executive Deferred Compensation Plan
Article 1. Establishment and Purposes
1.1 Establishment. Delta Air Lines, Inc., a Delaware corporation (the "Company"), hereby establishes, effective
as of July 1, 1994, a deferred compensation plan for key employees as described herein, which shall be known
as the "Delta Air Lines, Inc. Executive Deferred Compensation Plan" (the "Plan").
1.2 Purpose. The purpose of the Plan is to provide certain key employees of the Company with the opportunity
to voluntarily defer a portion of their compensation, subject to the terms of the Plan. By adopting the plan, the
Company desires to enhance its ability to attract and retain employees of outstanding competence.
Article 2. Definitions
Whenever used herein, the following terms shall have the meanings set forth below, and, when the defined
meaning is intended, the term is capitalized:
(a) "Board" or "Board of Directors" means the Board of Directors of the Company.
(b) "Bonus" means any incentive award based on an assessment of performance, payable by the Company to a
Participant with respect to the Participant's services during a Year, and shall be deemed earned only upon award
by the Company. For purposes of the Plan, "Bonus" shall not include incentive awards which relate to a period
exceeding one (1) Year.
(c) "Change in Control" shall be deemed to have occurred:
(i) Fifteen (15) days after a public announcement that any person (as that term is used in Section 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), without prior approval of the Board, has acquired, either
directly or indirectly, beneficial ownership of securities representing twenty percent (20%) or more of the total
votes that could be cast by the holders of all the Company's outstanding securities entitled to vote in elections of
(ii) When individuals constituting the Board as of the Effective Date (or the successors of such individuals
nominated by a Board of Directo