Form of Excess Benefit Plan

EXCESS BENEFIT AGREEMENT


THIS EXCESS BENEFIT AGREEMENT ("Agreement") is made and entered into as of the _____ day of ___________, 2002, by and between DELTA AIR LINES, INC. (hereinafter the "Company") and ______________ (hereinafter "Key Employee"):


WITNESSETH:


WHEREAS, the Company has restated the 1991 Delta Excess Benefit Plan as the 2002 Delta Excess Benefit Plan and has restated the Delta Supplemental Excess Benefit Plan as the 2002 Delta Supplemental Excess Benefit Plan (such restated plans collectively referred to as the "Plans"); and


WHEREAS, in exchange for participation in the Plans, and on behalf of himself or herself, and his or her beneficiaries and Eligible Family Members, by execution of this Agreement, Key Employee agrees that this Agreement supersedes, terminates and cancels any and all previous excess benefit agreements with the Company he or she may have entered into; and


WHEREAS, Key Employee has been selected as a participant in the Plans in accordance with their terms and has elected to participate in the restated Plans; and


WHEREAS, Key Employee has rendered valuable service to the Company in various executive capacities and the Company believes it is in the best interest of the Company in seeking to assure itself of Key Employee's continued best efforts in the future to provide for the payment of full retirement and other benefits to or on behalf of Key Employee; and


WHEREAS, various sections of the Internal Revenue Code of 1986 (the "Code"), including, but not limited to, Sections 79, 401(a)(4), 401(a)(17), 415, and 505(b) restrict either: (i) compensation that may be taken into account in determining benefits under a qualified pension plan; (ii) benefits that can be paid from qualified pension plans; (iii) compensation that may be taken into account in determining benefits for participants in a Voluntary Employee Beneficiary Association ("VEBA") described in Section 501(c)(9) of the Code; or (iv) restrict benefits that can be paid from a VEBA (such limitations collectively or individually hereinafter referred to as the "Restrictions"); and


WHEREAS, the Company wishes to make up under nonqualified excess benefit plans and/or this Agreement any reduction in Key Employee's retirement income benefit, disability or survivor benefits under either the Delta Family-Care Retirement Plan (the "Retirement Plan") or the Delta Family-Care Disability and Survivorship Plan (the "Disability and Survivorship Plan") which results from the Restrictions, or any other applicable laws, statutes, or regulations which restrict in any way the benefits that can be paid from a VEBA or qualified pension plan; and


WHEREAS, the Board of Directors of the Company has authorized post-retirement life insurance benefits for senior officers in excess of the coverage provided to other employees of the Company through the Basic Lump Sum Death Benefit under the Disability and Survivorship Plan; and


WHEREAS, certain restrictions imposed by the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA") prohibit the Company from providing post-retirement life insurance benefits to officers in excess of that provided to other employees of the Company; and


WHEREAS, the Company wishes to make up any such loss of group life insurance coverage for Key Employee which cannot be provided because of the TEFRA restrictions; and


WHEREAS, to the extent Key Employee's benefits under this Agreement exceed a threshold amount as provided in Section 10 hereof and Key Employee establishes a grantor trust to which the Company makes contributions, the Company wishes to provide for reduction of payments from the Plans to Key Employee, his or her Eligible Family Members or Contingent Annuitant to account for payments from such trust;


NOW, THEREFORE, the parties hereby agree as follows:


1. Certain Requirements Not Applicable. The parties specifically acknowledge that this Agreement and Key Employee's participation in the 2002 Delta Supplemental Excess Benefit Plan is unfunded and exempt from certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") including, but not limited to, parts 2, 3 and 4 of Subtitle B of Title 1 of ERISA, and is also subject to limited reporting and disclosure requirements of part 1 of Subtitle B of Title 1 of ERISA. The parties further acknowledge that the 2002 Delta Excess Benefit Plan is an "excess benefit plan" as defined in section 3(36) of ERISA and is unfunded and not subject to any provision of ERISA.


2. Incorporation of the Retirement Plan and the Disability and Survivorship Plan. The terms of the Retirement Plan and the Disability and Survivorship Plan (both as amended through July 1, 2002) are hereby incorporated into this Agreement by reference, except that changes in those plans which reduce benefits (other than changes as may be required by law and the reduction or elimination of the right, if any, to receive post retirement benefit increases from the Retirement Plan solely as the result of increases in the qualified plan payment limit under Section 415(b) of the Code, whether such increases are the result of cost of living adjustments or statutory change) shall be incorporated as to Key Employee only if advance notice of such proposed reduction is given to the Key Employee and the Key Employee agrees to an amendment of this Agreement to incorporate the benefit reduction. The incorporation of the Retirement Plan and the Disability and Survivorship Plan is not intended to modify any provision of this Agreement, and the benefits provided hereunder shall be governed only by the provisions hereof and the Plans. Unless indicated otherwise, capitalized terms used in this Agreement shall have the meaning given those terms in the Retirement Plan and Disability and Survivorship Plan.


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For purposes of this Agreement, "Committee" shall mean the Personnel and Compensation Committee of the Company's Board of Directors.


3. Supplemental Retirement Income. Subject to Sections 8 and 18, the Company agrees to pay Key Employee, or, in the event of Key Employee's death, Key Employee's Spouse (or Contingent Annuitant, if applicable) at the time and in the manner set forth below, supplemental retirement income ("Supplemental Retirement Income") equal to (a) minus (b) where


(a) equals the amount of Early, Normal or Deferred
Retirement income benefit or deferred vested pension
benefit (whichever is appropriate) payable in the
form provided under the Retirement Plan (but ignoring
any election of the Level Income Option provided
under the Retirement Plan) which Key Employee would
receive or survivor benefit which his or her Spouse
(or Contingent Annuitant, if applicable) would
receive under the Retirement Plan beginning on the
Benefit Commencement Date (as defined below in
Section 6) if the Restrictions as reflected in the
Retirement Plan and the Code were not in effect;


(b) equals the Early, Normal or Deferred Retirement
benefit, or deferred vested pension benefit
(whichever is appropriate) payable in the form
provided under the Retirement Plan (but ignoring any
election of the Level Income Option provided under
the Retirement Plan) which Key Employee actually
receives or survivor benefit which his or her Spouse
(or Contingent Annuitant, if applicable) actually
receives under the Retirement Plan beginning on the
Benefit Commencement Date;


For purposes of determining benefits under (a) and (b) above, any Qualified Domestic Relations Order ("QDRO") will be taken into account, such that the total benefits payable hereunder will not exceed those which would be payable absent the QDRO.


The amount of Supplemental Retirement Income paid under this Agreement prior to January 1, 2004 will be adjusted when and if the amount in (b) above increases or decreases as a result of a change in the Restrictions, including cost of living adjustments to such Restrictions.


If the Benefit Commencement Date with respect to the Supplemental Retirement Income occurs prior to January 1, 2004, the Supplemental Retirement Income will be paid as a monthly annuity in accordance with the Plans and the Retirement Plan until January 1, 2004; provided, however, that regardless of the Benefit Commencement Date, any Supplemental Retirement Income benefit paid on or after January 1, 2004 will be paid in cash as a lump sum (the "SRI Lump Sum") as soon as practicable following the first day of the first month immediately following the later of (i) the month in which the termination of Key Employee's employment occurs by retirement or otherwise, or (ii) the month in which Key Employee's 52nd birthday occurs. If Key Employee terminates employment prior to age 52, he or she shall not be eligible


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for further increases in his or her Supplemental Retirement Income due to increase in age past age 52. The SRI Lump Sum shall be the present value of the remaining Supplemental Retirement Income. For purposes of determining the SRI Lump Sum, the Committee will apply the following assumptions:


(1) a gender specific mortality factor using the 1994
Group Annuity Reserving Table which is the product of
the 1994 Group Annuity Valuation Table Task Force.
("GAR 94");


(2) an annual interest rate of 4.8%; and


(3) if Key Employee is married, the actual age of the
spouse, and if Key Employee selected a Contingent
Annuitant Option under the Retirement Plan, the
actual age of the contingent annuitant.


If the Internal Revenue Service (the "IRS") discontinues using GAR 94 to determine the present value of benefits under Section 417(e)(3) of the Code, the Committee may, in its sole discretion, substitute the mortality table selected by the IRS to determine such value in place of GAR 94. The Committee may, in its sole discretion, revise in a reasonable manner the interest rate assumption in (2) above if substantial increases or decreases (e.g. - 150 basis points) with respect to commonly used benchmarking rates (e.g. - municipal bonds) have occurred since the date of this Agreement).


In addition, the amount of any Supplemental Retirement Income, and following January 1, 2004, the amount of any SRI Lump Sum, will be reduced by the Offset Amount. For purposes of this Agreement, the "Offset Amount" shall mean an amount, calculated as of the date of payment, equal to (A) divided by (B) where


(A) equals the actual balance in Key Employee's Employee
Grantor Trust (as such trust is described in Section
10) as of such payment date, and


(B) equals (i) 1 minus (ii) the applicable Post
Retirement Tax Rate for Key Employee as described in
Section 10.


For this purpose, the balance in Key Employee's Employee Grantor Trust shall be the actual amount in such trust; provided however, if the amount in the trust is reduced as the result of payment of a QDRO, or if Key Employee has at any time made a withdrawal or received a distribution from such trust other than a Tax Distribution Withdrawal (as defined in Section 10), or a Special Distribution pursuant to Section 2.4 of Key Employee's Grantor Trust Agreement (a "Special Distribution"), then the balance in Key Employee's Employee Grantor Trust shall be deemed to be the sum of (x) the actual amount in such trust, (y) the amount of any withdrawal from such trust, other than a Tax Distribution Withdrawal or a Special Distribution, and (z) all Deemed Earnings (as defined in Section 10) with respect to any particular distribution or withdrawal other than a Tax Distribution Withdrawal or Special Distribution. In the event of a


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Tax Distribution Withdrawal, a Special Distribution or the reduction of the Trust Balance (as defined in Key Employee's Grantor Trust Agreement) as the result of payment of any Trustee fees, the balance in Key Employee's Grantor Trust shall in no event be deemed to include the amount of such distributions or payment.


4. Supplemental Disability Income. Subject to Sections 8 and 18, the Company agrees to pay Key Employee at the time set forth below a supplemental monthly disability income ("Supplemental Disability Income") equal to (a) minus (b), where


(a) equals the monthly disability benefit which the Key
Employee would receive under the Disability and
Survivorship Plan beginning on the Benefit
Commencement Date (as defined below in Section 6) if
the Restrictions were not in effect and taking into
account his or her elections under the Delta Air
Lines, Inc. DELTAFLEX Plan; and


(b) equals the monthly disability benefit which the Key
Employee actually receives from the Disability and
Survivorship Plan beginning on the Benefit
Commencement Date, taking into account his or her
elections under the Delta Air Lines, Inc. DELTAFLEX
Plan.


The amount of Supplemental Disability Income paid under this Agreement will be adjusted as permitted under the Plan and if the amount in (b) above increases or decreases as a result of a change in the Restrictions.


In addition, on the first day of the first month following or coincident with the earlier of Key Employee's retirement or 62nd birthday, the amount of any Supplemental Disability Income payment will be reduced by the Offset Amount as of the date of payment; provided, however, that if the remaining Offset Amount is greater than the amount of the next Supplemental Disability Income payment, then the next and all subsequent payments of Supplemental Disability Income (if any) shall not be paid until the sum of such payments exceeds the Offset Amount.


5. Supplemental Monthly Survivor Income. Subject to Sections 8 and 18, the Company agrees to pay to Eligible Family Member(s) (as defined in the Disability and Survivorship Plan) of Key Employee at Key Employee's death a supplemental monthly survivor income ("Supplemental Survivor Income") equal to (a) minus (b), where


(a) equals the monthly survivor benefit which the
Eligible Family Member(s) of Key Employee would
receive under the Disability and Survivorship Plan
beginning on the Benefit Commencement Date (as
defined below) as if the Restrictions were not in
effect; and


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(b) equals the monthly survivor benefit to which the
Eligible Family Member(s) of Key Employee actually
receives under the terms of the Disability and
Survivorship Plan.


The amount of Supplemental Survivor Income paid under this Agreement will be adjusted as permitted under the Plan and the Code to account for, inter alia, changes in the number of Eligible Family Members.


If Key Employee's death occurs prior to retirement, the amount of any Supplemental Survivor Income payment will be reduced by the Offset Amount as of the date of payment; provided, however, that if the remaining Offset Amount is greater than the amount of the next Supplemental Survivor Income payment, then the next and all subsequent payments of Supplemental Survivor Income (if any) shall not be paid until the sum of such payments exceed the Offset Amount. If Key Employee's death occurs after retirement, the Supplemental Monthly Survivor Income will be reduced by 50% of the Supplemental Retirement Income, determined prior to conversion of the Supplemental Retirement Income into the SRI Lump Sum.


6. Benefit Commencement Date; Cessation of Benefits. Subject to Section 18, the Company shall commence payment of the Supplemental Retirement Income as of the Benefit Commencement Date under the Retirement Plan and the Supplemental Disability or Survivor Income as of the Benefit Commencement Date under the Disability and Survivorship Plan. Subject to Section 18, Benefit Commencement Date under this Agreement shall mean the day that the retirement income benefit, disability benefit or survivor benefit, as the case may be, commences under the Retirement Plan or Disability and Survivorship Plan with respect to Key Employee or his or her Spouse, or Eligible Family Member(s).


If payment of Supplemental Retirement Income to Key Employee has commenced prior to January 1, 2004, and prior to such Supplemental Retirement Income being paid as a SRI Lump Sum, the last of Key Employee or, if applicable, his or her Spouse or contingent annuitant dies, or if changes in the Restrictions permit the full benefit due under the Retirement Plan to be paid from the Retirement Plan and the Retirement Plan assumes such full payment, or if full payment of retirement or retirement benefits due hereunder have already been made, the Supplemental Retirement Income will cease at such time.


Supplemental Disability Income will cease if the full benefit due under the Disability and Survivorship Plan may be paid from that Plan and the Disability and Survivorship Plan assumes such full payment or when the Key Employee is no longer eligible for disability benefits under that Plan.


Supplemental Survivor Income will cease if the full benefit due under the Disability and Survivorship Plan may be paid from that plan, and the Disability and Survivorship Plan assumes full payment of the benefit amount or when there are no remaining Eligible Family Member(s) under that Plan. Subject to Section 18, all benefits payable hereunder may cease pursuant to Section 8 at any time.


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7. Supplemental Lump Sum Death Benefit. Subject to Sections 8 and 18, the Company agrees to pay to the named beneficiary (as designated by Key Employee for the Basic Life Benefit under the Disability and Survivorship Plan) of Key Employee at Key Employee's death, a supplemental lump sum death benefit in the amount necessary to provide a total lump sum death benefit of $50,000 when combined with the Basic Life Benefit actually provided by the Disability and Survivorship Plan.


8. Certain Restrictions. Subject to Section 18, or unless waived by the Committee under circumstances the Committee deems appropriate, if a Key Employee terminates active employment with the Company prior to his or her Normal Retirement Date and within two years of such termination directly or indirectly provides management or executive services (whether as a consultant, advisor, officer or director) to any Person (as defined in Section 18) who is in direct and substantial competition with the air transportation business of the Company or any of its subsidiaries, then


(a) if benefits under this Agreement shall have not yet
commenced, no benefits shall be paid under this
Agreement to such Key Employee, his or her Spouse,
Eligible Family Member or beneficiary;


(b) if benefits under this Agreement have commenced, no
further benefits under this Agreement shall be paid;


(c) if benefits under this Agreement shall have not yet
commenced, and if the Key Employee has established an
Employee Grantor Trust, within 30 days after the
Committee makes a determination hereunder, the Key
Employee, or his or her Spouse, shall repay the
Company in cash an amount equal to the Liquidated
Damages (as defined below); and


(d) if benefits under this Agreement have commenced, and
if the Key Employee has established an Employee
Grantor Trust, within 30 days after the Committee
makes a determination hereunder, the Key Employee, or
his or her Spouse, shall repay the Company in cash an
amount equal to the Liquidated Damages less the
present value as of the date of repayment of the
benefits already paid under this Agreement.


For purposes of this Section 8, "Liquidated Damages" shall mean the sum of (A) and (B) where


(A) equals the sum of (x) all contributions (if any) made
by the Company to such trust, and (y) all related
amounts with respect to such contributions withheld
by the Company for the purpose of satisfying tax
withholding requirements; and


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(B) equals the amount that would have been earned with
respect to such contributions had such amounts been
invested in an interest-bearing account, compounded
annually, using an annual interest rate equal to the
sum of (i) the prime rate as published in the Wall
Street Journal on the date such contribution was made
to the trust and (ii) 2%.


Because of the broad and extensive scope of the Company's air transportation business, the restrictions contained in this provision are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interest of the Company.


Key Employee acknowledges and agrees that the above provisions and the measure of Liquidated Damages are both fair and reasonable with respect to both parties to this Agreement and are not in the nature of a penalty.


9. Funding of Benefit. Subject to Section 18 and the offsets described in this Agreement of amounts, if any, in Key Employee's Employee Grantor Trust, the benefits provided by this Agreement shall be paid, to the extent they become due, from the Company's general assets or by such other means as the Company deems advisable, including a trust or trusts established by the Company, provided, however, if such trusts are established, benefits shall be payable from such trusts only as and to the extent provided therein. To the extent Key Employee acquires the right to receive payments from the Company under this Agreement, such right shall be no greater than that of a general creditor of the Company. In the event that the Company in its sole discretion establishes a reserve or bookkeeping account for the benefits payable under this Agreement, the Key Employee shall have no proprietary or security interest in any such reserve or account.


10. Employee Grantor Trust. If, as of January 1, 2002, or any January 1 thereafter, Key Employee's accrued vested Supplemental Retirement Income payable at age 62 exceeds the sum of $10,000 per year, the Company may, in the sole discretion of the Committee, contribute cash payments to a "grantor trust" (as such trust is described in Subpart E of Part I of Subchapter J of Chapter 1 of Subtitle A of the Code) established by Key Employee (an "Employee Grantor Trust"). The Company will make such contributions to such Employee Grantor Trust only if Key Employee enters into an Employee Grantor Trust Enrollment Agreement with the Company and executes an Employee Grantor Trust Agreement, a Beneficiary Designation, and a Spousal Consent (each substantially in the form attached to this Agreement as Exhibit A, B, C, and D, respectively and collectively the "Trust Enrollment Documents").


Notwithstanding anything contained herein to the contrary, in the event that on or prior to April 1, 2002 Key Employee and the Company enter into the Trust Enrollment Documents, the Company shall


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(a) on or before May 1, 2002, contribute to Key
Employee's Employee Grantor Trust an amount in cash
equal to 60% of the After-Tax Present Value (as
defined below) of Key Employee's accrued and vested
SRI Lump Sum, as of January 1, 2002, less amounts
withheld under tax withholding requirements;


(b) on or before April 1, 2003, contribute to Key
Employee's Employee Grantor Trust an amount in cash
equal to 80% of the After-Tax Present Value of Key
Employee's accrued and vested SRI Lump Sum as of
January 1, 2003, less amounts withheld under tax
withholding requirements, less the balance of the
value of the assets held by Key Employee's Employee
Grantor Trust as of January 1, 2003; and


(c) on or before April 1, 2004, contribute to Key
Employee's Employee Grantor Trust an amount in cash
equal to 100% of the After-Tax Present Value of Key
Employee's accrued and vested SRI Lump Sum as of
January 1, 2004, less amounts withheld under tax
withholding requirements, less the balance of the
value of the assets held by Key Employee's Employee
Grantor Trust as of January 1, 2004.


Key Employee shall have the right to withdraw some or all of any amount contributed by the Company to his or her Employee Grantor Trust during the 10 (ten) business day period immediately following the date of contribution. Thereafter, Key Employee shall have no right to withdraw all or part of any contribution, except for a Tax Distribution Withdrawal, as defined later in this paragraph, or a Special Distribution, as defined in Section 2.1 of the Employee Grantor Trust Agreement. If during such 10 day period, Key Employee actually withdraws some or all of the amounts contributed, other than for purposes of either paying applicable taxes resulting from such contributions or earnings on such contributions (a "Tax Distribution Withdrawal") or for a Special Distribution, the Company shall not be obligated to make any more contributions to such Employee Grantor Trust under paragraphs (b) and/or (c) above of this Section 10, and for purposes of determining the Offset Amount in ...