DELTA AIR LINES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
(AS AMENDED THROUGH JANUARY 23, 2003)
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 cash payable
fees for services as a Director.(1)
SECTION 2. Administration.
The Plan shall be administered by the Corporate Governance Committee of the Board (the "Committee"), or
such other 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.
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 cash payable fees for services as a
member of the Board. These fees include, without limitation, the cash portion of
the annual retainer, the committee chairperson retainer and any meeting fees for attendance at meetings of the
Board and its committees (collecti