EXHIBIT 4.2

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                             DELTA AIR LINES, INC.

                                      TO

                             THE BANK OF NEW YORK

                                    Trustee


                               ----------------

                                   Indenture

                         Dated as of December 14, 1999

                               ----------------


                       $500,000,000 7.70% Notes due 2005
                       $500,000,000 7.90% Notes due 2009
                      $1,000,000,000 8.30% Notes due 2029
                   ........................................


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<PAGE>


                     .....................................

                Certain Sections of this Indenture relating to
                        Sections 310 through 318 of the
                         Trust Indenture Act of 1939:

Trust Indenture                                                    Indenture
  Act Section                                                       Section
---------------                                                    ---------
ss.  310(a)(1)    .................................................   609
        (a)(2)    .................................................   609
        (a)(3)    .................................................   Not
                                                                      Applicable
        (a)(4)    .................................................   Not
                                                                      Applicable
        (b)       .................................................   608
                                                                      610
ss. 311 (a)       .................................................   613
        (b)       .................................................   613
ss. 312 (a)       .................................................   701
                                                                      702(a)
        (b)       .................................................   702(b)
        (c)       .................................................   702(c)
ss. 313 (a)       .................................................   703(a)
        (a)(4)    .................................................   101
                                                                      1004
        (b)       .................................................   703(a)
        (c)       .................................................   703(a)
        (d)       .................................................   703(b)
ss. 314 (a)       .................................................   704
        (b)       .................................................   Not
                                                                      Applicable
        (c)(1)    .................................................   102
        (c)(2)    .................................................   102
        (c)(3)    .................................................   Not
                                                                      Applicable
        (d)       .................................................   Not
                                                                      Applicable
        (e)       .................................................   102
ss. 315 (a)       .................................................   601
        (b)       .................................................   602
        (c)       .................................................   601
        (d)       .................................................   601
        (e)       .................................................   514


<PAGE>


Trust Indenture                                                    Indenture
  Act Section                                                       Section
---------------                                                    ---------

ss. 316 (a)       .................................................   101
        (a)(1)(A) .................................................   502
                                                                      512
        (a)(1)(B) .................................................   513
        (a)(2)    .................................................   Not
                                                                      Applicable
        (b)       .................................................   508
        (c)       .................................................   104(c)
ss. 317 (a)(1)    .................................................   503
        (a)(2)    .................................................   504
        (b)       .................................................   1003
ss. 318 (a)       .................................................   107





--------------
    Note:  This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.



                                     -ii-

<PAGE>


                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

RECITALS OF THE COMPANY........................................................1

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101.  Definitions......................................................2

              Act .............................................................3
              Additional Interest .............................................3
              Additional Interest Event .......................................3
              Affiliate .......................................................3
              Agent Member ....................................................3
              Applicable Procedures ...........................................3
              Authenticating Agent ............................................3
              Board of Directors ..............................................4
              Board Resolution ................................................4
              Business Day ....................................................4
              Cedel ...........................................................4
              Closing Date ....................................................4
              Commission ......................................................4
              Company .........................................................4
              Company Request .................................................4
              Corporate Trust Office ..........................................5
              Corporation .....................................................5
              Covenant Defeasance .............................................5
              Defaulted Interest ..............................................5
              Depositary ......................................................5
              DTC .............................................................5
              Euroclear .......................................................5
              Event of Default ................................................5
              Exchange Act ....................................................5
              Exchange Offer ..................................................5
              Exchange Registration Statement .................................5
              Exchange Securities .............................................6
              Global Securities ...............................................6
              Global Security Legend ..........................................6
              Holder ..........................................................6
              Indenture .......................................................6
              Interest ........................................................6

-----------
Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                      -i-

<PAGE>


                                                                            Page
                                                                            ----

              Interest Payment Date ...........................................6
              Maturity ........................................................7
              Officers' Certificate ...........................................7
              Opinion of Counsel ..............................................7
              Original Six-Year Securities ....................................7
              Original Ten-Year Securities ....................................7
              Original Thirty-Year Securities .................................7
              Outstanding .....................................................7
              Paying Agent ....................................................8
              Person ..........................................................9
              Place of Payment ................................................9
              Predecessor Security ............................................9
              Principal Property ..............................................9
              Purchase Agreement ..............................................9
              Purchasers.......................................................9
              QIB .............................................................9
              Registered Securities ...........................................9
              Registrable Securities .........................................10
              Registration Rights Agreement ..................................10
              Regular Record Date ............................................10
              Regulation S ...................................................10
              Regulation S Certificate .......................................10
              Regulation S Global Securities .................................10
              Regulation S Legend ............................................10
              Regulation S Securities ........................................10
              Restricted Global Securities ...................................10
              Restricted Period ..............................................10
              Restricted Securities ..........................................11
              Restricted Securities Certificate ..............................11
              Restricted Securities Legend ...................................11
              Restricted Subsidiary ..........................................11
              Rule 144 .......................................................11
              Rule 144A ......................................................11
              Rule 144(k) Holding Period .....................................11
              Securities .....................................................11
              Securities Act .................................................11
              Securities Act Legend ..........................................12
              Security Register and Security Registrar .......................12
              Series .........................................................12

-----------
Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                      -ii-
<PAGE>


                                                                            Page
                                                                            ----

              Shelf Registration Statement ...................................12
              Six-Year Exchange Security .....................................12
              Six-Year Securities ............................................12
              Special Record Date ............................................12
              Stated Maturity ................................................12
              Subsidiary .....................................................12
              Successor Security..............................................13
              Ten-Year Exchange Security .....................................13
              Ten-Year Securities ............................................13
              Thirty-Year Exchange Security ..................................13
              Thirty-Year Securities .........................................13
              Trustee ........................................................13
              Trust Indenture Act ............................................13
              Unrestricted Securities Certificate ............................14
              Vice President .................................................14

SECTION 102.  Compliance Certificates and Opinions............................14

SECTION 103.  Form of Documents Delivered to
                Trustee.......................................................15

SECTION 104.  Acts of Holders; Record Dates...................................16

SECTION 105.  Notices, Etc., to Trustee
                and Company...................................................18

SECTION 106.  Notice to Holders; Waiver.......................................18

SECTION 107.  Conflict with Trust Indenture Act...............................19

SECTION 108.  Effect of Headings and Table
                of Contents...................................................19

SECTION 109.  Successors and Assigns..........................................20

SECTION 110.  Separability Clause.............................................20

SECTION 111.  Benefits of Indenture...........................................20

SECTION 112.  Governing Law...................................................20

-----------
Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                     -iii-

<PAGE>


                                                                            Page
                                                                            ----

SECTION 113.  Legal Holidays..................................................20

SECTION 114.  No Separate Vote by Series......................................21

                                  ARTICLE TWO

                                 Security Forms

SECTION 201.  Forms Generally.................................................21

SECTION 202.  Form of Face of Security........................................22

SECTION 203.  Form of Reverse of Security.....................................25

SECTION 204.  Form of Legend for Global Securities............................29

SECTION 205.  Form of Trustee's Certificate of
                Authentication................................................30

                                 ARTICLE THREE

                                The Securities

SECTION 301.  Title and Terms.................................................30

SECTION 302.  Denominations...................................................32

SECTION 303.  Execution, Authentication, Delivery
                and Dating....................................................32

SECTION 304.  Temporary Securities............................................33

SECTION 305.  Registration, Registration of
                Transfer and Exchange; Certain
                Transfers and Exchanges.......................................34

SECTION 306.  Mutilated, Destroyed, Lost and
                Stolen Securities.............................................42


-----------
Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                      -iv-

<PAGE>


                                                                            Page
                                                                            ----

SECTION 307.  Payment of Interest; Interest
                Rights Preserved..............................................43

SECTION 308.  Persons Deemed Owners...........................................45

SECTION 309.  Cancellation....................................................45

SECTION 310.  Computation of Interest.........................................46

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge of
                Indenture.....................................................46

SECTION 402.  Application of Trust Money......................................48

                                  ARTICLE FIVE

                                    Remedies

SECTION 501.  Events of Default...............................................48

SECTION 502.  Acceleration of Maturity; Rescission
                and Annulment.................................................51

SECTION 503.  Collection of Indebtedness and Suits
                for Enforcement by Trustee....................................52

SECTION 504.  Trustee May File Proofs of Claim................................53

SECTION 505.  Trustee May Enforce Claims
                Without Possession of Securities..............................54

SECTION 506.  Application of Money Collected..................................54

SECTION 507.  Limitation on Suits.............................................55

-----------
Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                      -v-

<PAGE>


                                                                            Page
                                                                            ----

SECTION 508.  Unconditional Right of Holders to
                Receive Principal and Interest................................56

SECTION 509.  Restoration of Rights and Remedies..............................57

SECTION 510.  Rights and Remedies Cumulative..................................57

SECTION 511.  Delay or Omission Not Waiver....................................57

SECTION 512.  Control by Holders..............................................58

SECTION 513.  Waiver of Past Defaults.........................................58

SECTION 514.  Undertaking for Costs...........................................59

SECTION 515.  Waiver of Stay or Extension Laws................................59

                                  ARTICLE SIX

                                  The Trustee

SECTION 601.  Certain Duties and Responsibilities.............................60

SECTION 602.  Notice of Defaults..............................................60

SECTION 603.  Certain Rights of Trustee.......................................60

SECTION 604.  Not Responsible for Recitals
                or Issuance of Securities.....................................62

SECTION 605.  May Hold Securities.............................................63

SECTION 606.  Money Held in Trust.............................................63

SECTION 607.  Compensation and Reimbursement..................................63

SECTION 608.  Disqualification; Conflicting
                Interests.....................................................64

-----------
Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                      -vi-

<PAGE>


                                                                            Page
                                                                            ----

SECTION 609.  Corporate Trustee Required;
                Eligibility...................................................65

SECTION 610.  Resignation and Removal;
                Appointment of Successor......................................65

SECTION 611.  Acceptance of Appointment by
                Successor.....................................................67

SECTION 612.  Merger, Conversion, Consolidation
                or Succession to Business.....................................68

SECTION 613.  Preferential Collection
                of Claims Against Company.....................................68

SECTION 614.  Appointment of Authenticating Agent.............................68

                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

SECTION 701.  Company to Furnish Trustee
                Names and Addresses of Holders................................71

SECTION 702.  Preservation of Information;
                Communications to Holders.....................................72

SECTION 703.  Reports by Trustee..............................................72

SECTION 704.  Reports by Company..............................................73

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.  Company May Consolidate, Etc.,
                Only on Certain Terms.........................................73

-----------
Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                     -vii-

<PAGE>


                                                                            Page
                                                                            ----

SECTION 802.  Successor Substituted...........................................75

                                  ARTICLE NINE

                            Supplemental Indentures

SECTION 901.  Supplemental Indentures
                Without Consent of Holders....................................75

SECTION 902.  Supplemental Indentures
                with Consent of Holders.......................................76

SECTION 903.  Execution of Supplemental Indentures............................78

SECTION 904.  Effect of Supplemental Indentures...............................78

SECTION 905.  Conformity with Trust Indenture Act.............................78

SECTION 906.  Reference in Securities
                to Supplemental Indentures....................................79

                                  ARTICLE TEN

                                   Covenants

SECTION 1001. Payment of Principal and Interest...............................79

SECTION 1002. Maintenance of Office or Agency.................................79

SECTION 1003. Money for Security
                Payments to Be Held in Trust..................................80

SECTION 1004. Statement by Officers as to Default.............................82

SECTION 1005. Existence.......................................................82

SECTION 1006. Waiver of Certain Covenants.....................................82


-----------

Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                    -viii-

<PAGE>


                                                                            Page
                                                                            ----

SECTION 1007. Officers' Certificate as to Additional
              Interest........................................................83

                                 ARTICLE ELEVEN

                                   DEFEASANCE

Section 1101. Reserved........................................................83

Section 1102. Defeasance Upon Deposit of Moneys or U.S.
                Government Obligations........................................83

Section 1103. Deposited Moneys and U.S. Government
                Obligations to be Held in Trust...............................86

Section 1104. Repayment to Company............................................87

Section 1105. Reinstatement...................................................87

                                 ARTICLE TWELVE

                                    IMMUNITY

SECTION 1201. Personal Immunity of Incorporators,
                Stockholders, Directors and
                Officers......................................................88


ANNEX A......................................................................A-1
ANNEX B......................................................................B-1
ANNEX C......................................................................C-1



-----------
Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                      -ix-

<PAGE>


          INDENTURE, dated as of December 14, 1999, between Delta Air Lines,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at
Hartsfield Atlanta International Airport, Atlanta, Georgia 30320, and The Bank
of New York, a banking corporation duly organized and existing under the laws
of the State of New York, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

          The Company has duly authorized the creation of the Securities (as
hereinafter defined), substantially of the tenor and amount hereinafter set
forth, and to provide therefor the Company has duly authorized the execution
and delivery of this Indenture.

          All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obliga tions of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101.  Definitions.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this




<PAGE>


     Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date of such computation;

          (4) the words "Article" and "Section" refer to an Article or Section,
     respectively, of this Indenture; and

          (5) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any
     particular Article, Section or other subdivision.

          Certain terms, used principally in Article Eleven, are defined in
that Article.

          "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

          "Additional Interest", which does not apply to the Exchange
Securities, has the meaning set forth on the Form of Reverse of Security in
Section 203.

          "Additional Interest Event", which does not apply to the Exchange
Securities, has the meaning set forth on the Form of Reverse of Security in
Section 203.

          "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this


                                      -2-


<PAGE>


definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Agent Member" means any member of, or participant in, the
Depositary.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, or Euroclear and
Cedel, in each case to the extent applicable to such transaction and as in
effect from time to time.

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities.

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee appointed by that board, which
committee may consist entirely of one or more members of the board of directors
of the Company, one or more non-members of the board, or a mixture of board and
non-board members.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York City, New
York are authorized or obligated by law or executive order to close.

          "Cedel" means CedelBank, S.A. (or any successor securities clearing
agency).

          "Closing Date" has the meaning set forth in the Registration Rights
Agreement.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under


                                      -3-


<PAGE>


the Exchange Act, or, if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such
time.

          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by the Chairman of the Board, the Vice
Chairman of the Board, the Chief Executive Officer, the Chief Operating
Officer, the Chief Financial Officer, the President, or a Vice President of the
Company, and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time this Indenture shall be administered, which office on the
date hereof is located at 10161 Centurion Parkway, Jacksonville, Florida 32256,
Attention: Corporate Trust Department.

          The term "corporation" means a corporation, association, company,
joint-stock company or business trust.

          The term "covenant defeasance" has the meaning specified in Section
1102.

          "Defaulted Interest" has the meaning specified in Section 307.

          "Depositary" means a clearing agency registered under the Exchange
Act that is designated to act as the depositary for the Securities.

          "DTC" means The Depository Trust Company.

          "Euroclear" means the Euroclear Clearance System (or any successor
securities clearing agency).



                                      -4-


<PAGE>


          "Event of Default" has the meaning specified in Section 501.

          "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

          "Exchange Securities" means the Six-Year Exchange Securities, the
Ten-Year Exchange Securities and the Thirty- Year Exchange Securities, which
shall be substantially identical to the Original Six-Year Securities, Original
Ten- Year Securities and Original Thirty-Year Securities, as the case may be,
except that the Exchange Securities will have been registered pursuant to an
effective registration statement under the Securities Act, will not be subject
to transfer restrictions or registration rights and will not be entitled to the
benefit of provisions for Additional Interest.

          "Global Securities" means the Restricted Global Securities and the
Regulation S Global Securities.

          "Global Security Legend" means a legend substantially in the form of
the legend set forth in accordance with Section 204(c).

          "Holder" means a Person in whose name a Security is registered in the
Security Register.

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

          The term "interest", when used herein with respect to the Securities,
includes Additional Interest, if any,


                                      -5-


<PAGE>


except (i) the rates per annum set forth in the first paragraph of the Form of
Face of Security in Section 202 and in Section 301 do not include Additional
Interest and (ii) as the context otherwise requires.

          "Interest Payment Date" means the Stated Maturity of an instalment of
interest on the Securities.

          "Maturity", when used with respect to a Security, means the date on
which the principal of the Security becomes due and payable as therein or
herein provided.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, the President, or a Vice
President of the Company, and by the Controller, the Treasurer, an Assistant
Controller, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Sections 1004 or 1007 shall be the
principal executive, financial or accounting officer of the Company.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be reasonably acceptable to the Trustee.

          "Original Six-Year Securities" means all Six-Year Securities other
than Six-Year Exchange Securities.

          "Original Ten-Year Securities" means all Ten-Year Securities other
than Ten-Year Exchange Securities.

          "Original Thirty-Year Securities" means all Thirty-Year Securities
other than Thirty-Year Exchange Securities.

          "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

          (1) Securities theretofore canceled by the Trustee or delivered to
     the Trustee for cancellation;



                                      -6-


<PAGE>


          (2) Securities for whose payment money in the necessary amount has
     been theretofore deposited with the Trustee or any Paying Agent (other
     than the Company) in trust or set aside and segregated in trust by the
     Company (if the Company shall act as its own Paying Agent) for the Holders
     of such Securities;

          (3) Securities which have been defeased pursuant to Section 1102; and

          (4) Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities
     in respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstand ing, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee has actual
knowledge to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

          "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated


                                      -7-


<PAGE>


organization or government or any agency or political subdivision thereof.

          "Place of Payment", when used with respect to the Securities, means
the place or places where the principal of and interest on the Securities are
payable as specified by Section 301.

          "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

          "Principal Property" means any aircraft, and any aircraft engine
installed in any aircraft, that has 75 or more passenger seats, whether now
owned or hereafter acquired by the Company or any Restricted Subsidiary.

          "Purchase Agreement" means the Purchase Agreement, dated as of
December 7, 1999, between the Company and Goldman, Sachs & Co., as
representative of the Purchasers, as the same shall be amended from time to
time.

          "Purchasers" means Goldman, Sachs & Co., Chase Securities Inc.,
Salomon Smith Barney Inc., ABN AMRO Incorporated, Commerzbank Capital Markets
Corporation, IBJ International plc, SunTrust Equitable Securities Corporation,
Wachovia Securities, Inc., Banc One Capital Markets, Inc. and Blaylock &
Partners, L.P.

          "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

          "Registered Securities" means the Exchange Securi ties and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

          "Registrable Securities" has the meaning set forth in the
Registration Rights Agreement.



                                      -8-


<PAGE>


          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of December 14, 1999, between the Company and Goldman,
Sachs & Co., as representative of the Purchasers, as the same shall be amended
from time to time.

          "Regular Record Date" for the interest payable on any Interest
Payment Date means the June 1st or December 1st of each year (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.

          "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

          "Regulation S Certificate" means a certificate substantially in the
form set forth in Annex A.

          "Regulation S Global Securities" has the meaning specified in Section
201.

          "Regulation S Legend" means a legend substantially in the form of the
legend set forth in Section 204(b).

          "Regulation S Securities" means any Securities sold by the Purchasers
in reliance on Regulation S and any Successor Securities thereto as long as
such Securities are required pursuant to Section 305(c) to bear any Regulation
S Legend.

          "Restricted Global Securities" has the meaning specified in Section
201.

          "Restricted Period" means the period of 41 consecutive days beginning
on and including the later of (i) the day on which Securities are first offered
to persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (ii) the original issuance date of the Securities.

          "Restricted Securities" means any Securities sold by the Purchasers
in reliance on Rule 144A and any Successor Securities thereto as long as such
Securities are required pursuant to Section 305(c) to bear any Restricted
Securities Legend.



                                      -9-


<PAGE>


          "Restricted Securities Certificate" means a certificate substantially
in the form set forth in Annex B.

          "Restricted Securities Legend" means a legend substantially in the
form of the legend set forth in Section 204(a).

          "Restricted Subsidiary" means any Subsidiary (i) substantially all of
the property of which is located, and substantially all of the operations of
which are conducted in the United States of America, and (ii) which owns a
Principal Property, except a Subsidiary which is primarily engaged in the
business of a finance company.

          "Rule 144" means Rule 144 under the Securities Act (or any successor
provision), as it may be amended from time to time.

          "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

          "Rule 144(k) Holding Period" has the meaning specified on the Form of
Reverse of Security in Section 203.

          "Securities" means the Six-Year Securities, the Ten-Year Securities
and the Thirty-Year Securities.

          "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

          "Securities Act Legend" means a Restricted Securities Legend or a
Regulation S Legend.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

          "Series" means each of the Six-Year Securities, the Ten-Year
Securities and the Thirty-Year Securities.

          "Shelf Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

          "Six-Year Exchange Security" means any Security issued in exchange
for an Original Six-Year Security or Original Six-Year Securities pursuant to
the Exchange Offer


                                      -10-


<PAGE>


or otherwise registered under the Securities Act and any Six-Year Security
with respect to which the next preceding Predecessor Six-Year Security of such
Six-Year Security was a Six-Year Exchange Security.

          "Six-Year Securities" means the Original Six-Year Securities and the
Six-Year Exchange Securities.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

          "Stated Maturity", when used with respect to any Security or any
instalment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such instalment of
interest is due and payable.

          "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

          "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated destroyed, lost or
stolen Security.

          "Ten-Year Exchange Security" means any Security issued in exchange
for an Original Ten-Year Security or Original Ten-Year Securities pursuant to
the Exchange Offer or otherwise registered under the Securities Act and any
Ten-Year Security with respect to which the next preceding Predecessor Ten-Year
Security of such Ten-Year Security was a Ten-Year Exchange Security.



                                      -11-


<PAGE>


          "Ten-Year Securities" means the Original Ten-Year Securities and the
Ten-Year Exchange Securities.

          "Thirty-Year Exchange Security" means any Security issued in exchange
for an Original Thirty-Year Security or Original Thirty-Year Securities
pursuant to the Exchange Offer or otherwise registered under the Securities Act
and any Thirty-Year Security with respect to which the next preceding
Predecessor Thirty-Year Security of such Thirty- Year Security was a
Thirty-Year Exchange Security.

          "Thirty-Year Securities" means the Original Thirty-Year Securities
and the Thirty-Year Exchange Securities.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instru ment was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

          "Unrestricted Securities Certificate" means a certificate
substantially in the form set forth in Annex C.

          "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

SECTION 102.  Compliance Certificates and Opinions.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of


                                      -12-


<PAGE>


Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for the
certificate provided for in Section 1004) shall include

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the defini tions herein
     relating thereto;

          (2) a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condi
     tion has been complied with; and

          (4) a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with.

SECTION 103.  Form of Documents Delivered to Trustee.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal


                                      -13-


<PAGE>


matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect
to such factual matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104.  Acts of Holders; Record Dates.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          Without limiting the generality of the foregoing, a Holder, including
a Depositary that is a Holder of a Global Security, may make, give or take, by
a proxy or proxies, duly appointed in writing, any request, demand,


                                      -14-


<PAGE>


authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and a Depositary that is
a Holder of a Global Security may provide its proxy or proxies to the
beneficial owners of interests in any such Global Security.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also consti tute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (c) The Company may fix any day as the record date for the purpose of
determining the Holders of Securities entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders of
Securities other than any such action provided or permitted to be taken under
Section 501, 502 or 512. Such record date shall be not earlier than the 30th
day prior to the first solicitation of any Holder to give or take any such
action and not later than the date of such first solicitation. With regard to
any record date for action to be taken by the Holders of Securities, only the
Holders of Securities on such date (or their duly designated proxies) shall be
entitled to give or take the relevant action. The Company shall notify the
Trustee in writing of any such record date not later than the date of the first
solicitation of any Holder to give or take any action.

          (d) The ownership of Securities shall be proved by the Security
Register.

          (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor


                                      -15-


<PAGE>


or in lieu thereof in respect of anything done, omitted or suffered to be done
by the Trustee or the Company in reliance thereon, whether or not notation of
such action is made upon such Security.

SECTION 105.  Notices, Etc., to Trustee and Company.

          Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, Attention: Corporate
     Trust Department, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided)
     if in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument, to the attention of its Treasurer,
     with a separate copy to its General Counsel (provided that the failure of
     any Holder to send a separate copy shall not affect the sufficiency of the
     notice), or at any other address previously furnished in writing to the
     Trustee by the Company.

SECTION 106.  Notice to Holders; Waiver.

          Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where


                                      -16-


<PAGE>


notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 107.  Conflict with Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provi sion of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

SECTION 108.  Effect of Headings and Table of Contents.

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 109.  Successors and Assigns.

          All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.




                                      -17-


<PAGE>


SECTION 110.  Separability Clause.

          In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.  Benefits of Indenture.

          Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112.  Governing Law.

          This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.

SECTION 113.  Legal Holidays.

          In any case where any Interest Payment Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or at the Stated Maturity, provided that no interest shall accrue for the
period from and after such Interest Payment Date or Stated Maturity, as the
case may be.

SECTION 114.  No Separate Vote by Series.

          For purposes of any vote or any other taking of actions under this
Indenture, the Holders of all the Series shall vote collectively as a single
class.



                                      -18-


<PAGE>


                                  ARTICLE TWO

                                 Security Forms

SECTION 201.  Forms Generally.

          The Securities and the Trustee's certificates of authentication shall
be in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.

          The definitive Securities shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

          Upon their original issuance, the Restricted Securities shall be
issued in the form of one or more Global Securities registered in the name of
DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian
for DTC, for credit by DTC to the respective accounts of beneficial owners of
the Securities represented thereby (or such other accounts as they may direct).
Such Global Securities, together with their Successor Securities which are
Global Securities other than the Regulation S Global Securities, are
collectively herein called the "Restricted Global Securities".

          Upon their original issuance, initial Regulation S Securities shall
be issued in the form of one or more Global Securities registered in the name
of DTC, as Depositary, or its nominee and deposited with the Trustee, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they
may direct), provided that upon such deposit all such Securities shall be
credited to or through accounts maintained at DTC by or on behalf of Euroclear
or Cedel and in accordance with Section 305(b)(iv). Such


                                      -19-


<PAGE>


Global Securities, together with their Successor Securities which are Global
Securities other than the Restricted Global Securities, are collectively
herein called the "Regulation S Global Securities".

SECTION 202.  Form of Face of Security.

                             Delta Air Lines, Inc.

                      [insert title of applicable Series]

                    ----------------------------------------

No. __________                                                         $________

          Delta Air Lines, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to __________________, or
registered assigns, the principal sum of _____________________ Dollars on
December 15, _____*, and to pay interest thereon from December 14, 1999 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 15 and December 15 in each year, commencing
June 15, 2000, at the rate of ___%** per annum, until the principal hereof is
paid or made available for payment.

          The interest so payable [(including Additional Interest, if any,
provided for on the reverse hereof)]***, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such Interest

--------
* Insert the Stated Maturity for the applicable Series.

** Insert the interest rate for the applicable Series.

*** Omitted from Exchange Securities.


                                      -20-


<PAGE>


Payment Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be made at the
office or agency of the Company maintained for that purpose in New York, New
York, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse


                                      -21-


<PAGE>


hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated: ________________


                                                      Delta Air Lines, Inc.



                                                      By_______________________








                                      -22-


<PAGE>


SECTION 203.  Form of Reverse of Security.

          This Security is one of a duly authorized issue of securities of the
Company, limited in aggregate principal amount to $2,000,000,000, issued and to
be issued under an Indenture, dated as of December 14, 1999 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. The Securities issued and to be issued
under the Indenture consist of three Series of Notes (the 7.70% Notes due 2005,
the 7.90% Notes due 2009 and the 8.30% Notes due 2029) and are hereinafter
called the "Securities".

          [The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement in accordance with its terms and conditions. The
Company agrees to pay additional interest (the "Additional Interest"), as
specified below, upon the occurrence of any of the following events (each such
event an "Additional Interest Event"): (i) if the Exchange Registration
Statement or Shelf Registration Statement is not filed within 90 days following
the Closing Date, then commencing on the 91st day after the Closing Date,
Additional Interest shall accrue on the Securities over and above the otherwise
applicable interest rate at a rate of 0.25% per annum, (ii) if the Exchange
Registration Statement or the Shelf Registration Statement is filed and is not
declared effective within 180 days following the Closing Date, then commencing
on the 181st day after the Closing Date, Additional Interest shall accrue on
the Securities over and above the otherwise applicable interest rate at a rate
of 0.25% per annum, or (iii) if either (A) the Company has not exchanged
Exchange Securities of any Series for all Securities of the same Series validly
tendered in accordance with the terms of the Exchange Offer on or prior to 45
Business Days after the date on which the Exchange Registration Statement was
declared effective, or (B) the Shelf Registration Statement has been declared
effective but such Shelf Registration Statement ceases to be effective at any
time (I) prior to the second anniversary of the Closing Date or, if Rule 144(k)
is amended to provide a


                                      -23-


<PAGE>


shorter restrictive period, such shorter period (the "Rule 144(k) Holding
Period") and (II) while Registrable Securities are outstanding, then
Additional Interest shall accrue on the Securities over and above the
otherwise applicable interest rate at a rate of 0.25% per annum commencing on
the (x) 46th Business Day after such effective date, in the case of (A) above,
or (y) the day the Shelf Registration Statement ceases to be effective, in the
case of (B) above; provided, however, that the rate at which Additional
Interest accrues on the Securities shall never exceed 0.25% per annum; and
provided further that Additional Interest shall cease to accrue upon the
earlier of (X) when all Additional Interest Events have been cured or (Y) upon
the expiration of the Rule 144(k) Holding Period. For purposes of clarifying
the foregoing provisions, Additional Interest shall not accrue at any time
that there are no Registrable Securities outstanding.]*

          If an Event of Default shall occur and be continuing, the principal
of all the Securities may be declared due and payable in the manner and with
the effect provided in the Indenture.

          The Indenture contains provision for defeasance at any time of (1)
the entire indebtedness of this Security or (2) certain Events of Default with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of a majority in
aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of

--------
* Omitted from Exchange Securities.


                                      -24-


<PAGE>


this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

          As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default, the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Securities a direction inconsistent with such request
and shall have failed to institute such proceedings within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of or any interest on
this Security on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in New York City, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this Series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

          The Securities are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in
the Indenture and


                                      -25-


<PAGE>


subject to certain limitations therein set forth, Securities of this Series
are exchangeable for a like aggregate principal amount of Securities of this
Series of a different authorized denomination, as requested by the Holder
surrendering the same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204.  Form of Legend for Global Securities.

          (a) Each Restricted Security shall bear the following legend: THE
NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
THE STATES OF THE UNITED STATES.

          (b) Each Regulation S Security shall bear the following legend: THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE "SECURITIES


                                      -26-


<PAGE>


ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, ANY UNITED STATES PERSON, UNLESS THIS NOTE
IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF IS AVAILABLE.

          (c) Each Global Security shall bear the following legend: THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SECTION 205.  Form of Trustee's Certificate of
              Authentication.

          The Trustee's certificates of authentication shall be in
substantially the following form:

          This is one of the Securities referred to in the within-mentioned
Indenture.


                                               The Bank of New York,
                                                                    as Trustee


                                               By _____________________________
                                                              Authorized Agent



                                      -27-


<PAGE>


                                 ARTICLE THREE

                                 The Securities

SECTION 301.  Title and Terms.

          The aggregate principal amount of Six-Year Securities which may be
authenticated and delivered under this Indenture is limited to $500,000,000
Original Six-Year Securities and $500,000,000 Six-Year Exchange Securities,
except for Six-Year Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Section 304, 305, 306 or 906.

          The Six-Year Securities shall be known and designated as the "7.70%
Notes due 2005" of the Company. Their Stated Maturity shall be December 15,
2005, and they shall bear interest at the rate of 7.70% per annum, from
December 14, 1999 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually on June 15 and December 15, commencing June 15, 2000, until the
principal thereof is paid or made available for payment.

          The aggregate principal amount of Ten-Year Securities which may be
authenticated and delivered under this Indenture is limited to $500,000,000
Original Ten-Year Securities and $500,000,000 Ten-Year Exchange Securities,
except for Ten-Year Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Section 304, 305, 306 or 906.

          The Ten-Year Securities shall be known and designated as the "7.90%
Notes due 2009" of the Company. Their Stated Maturity shall be December 15,
2009, and they shall bear interest at the rate of 7.90% per annum, from
December 14, 1999 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually on June 15 and December 15, commencing June 15, 2000, until the
principal thereof is paid or made available for payment.

          The aggregate principal amount of Thirty-Year Securities which may be
authenticated and delivered under


                                      -28-


<PAGE>


this Indenture is limited to $1,000,000,000 Original Thirty-Year Securities
and $1,000,000,000 Thirty-Year Exchange Securities, except for Thirty-Year
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 304, 305,
306 or 906.

          The Thirty-Year Securities shall be known and designated as the
"8.30% Notes Due 2029" of the Company. Their Stated Maturity shall be December
15, 2029, and they shall bear interest at the rate of 8.30% per annum, from
December 14, 1999 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually on June 15 and December 15, commencing June 15, 2000, until the
principal thereof is paid or made available for payment.

          The principal of and interest on the Securities shall be payable at
the office or agency of the Company in New York, New York maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

SECTION 302.  Denominations.

          The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

SECTION 303.  Execution, Authentication, Delivery
              and Dating.

          The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents. The signature of any of these officers on the Securities
may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to


                                      -29-


<PAGE>


hold such offices prior to the authentication and delivery of such Securities
or did not hold such offices at the date of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.

SECTION 304.  Temporary Securities.

          Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities of the same Series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities of the same Series upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to
Section 1002, without charge


                                      -30-


<PAGE>


to the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities
of the same Series of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same Series.

SECTION 305.  Registration, Registration of Transfer and
              Exchange; Certain Transfers and Exchanges.

          (a) Registration, Registration of Transfer and Exchange Generally.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
a register (the register maintained in such office and in any other office or
agency designated pursuant to Section 1002 herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided; provided that the Company may, from time to
time, designate (or change any designation of) any other Person or Persons to
act as Security Registrar or co-Security Registrars with respect to the
Securities, with notice to the Trustee and as provided in Section 106 to the
Holders. At all reasonable times the Security Register shall be open for
inspection by the Company. In the event that the Trustee shall not be the
Security Registrar, it shall have the right to examine the Security Register at
all reasonable times.

          Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same Series and of like tenor of any authorized denominations and of a like
aggregate principal amount.

          At the option of the Holder, Securities may be exchanged for other
Securities of the same Series and of like tenor of any authorized denominations
and of a like


                                      -31-


<PAGE>


aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities of the same Series and of like tenor which the Holder
making the exchange is entitled to receive.

          All Securities issued upon any registration of transfer or exchange
of Securities of the same Series and of like tenor shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.

          Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304 or 906 not involving any transfer.

          The provisions of Clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

          (1) Each Global Security authenticated under this Indenture shall be
     registered in the name of the Depositary designated for such Global
     Security or a nominee thereof and delivered to such Depositary or a
     nominee thereof or custodian therefor, and each such Global Security shall
     constitute a single Security for all purposes of this Indenture.

          (2) Notwithstanding any other provision in this Indenture, no Global
     Security may be exchanged in whole or in part for Securities registered,
     and no transfer of a Global Security in whole or in part may be
     registered, in the name of any Person other than the Depositary for such
     Global Security or a nominee


                                      -32-


<PAGE>


     thereof unless (A) such Depositary (i) has notified the Company that it is
     unwilling or unable to continue as Depositary for such Global Security or
     (ii) has ceased to be a clearing agency registered under the Exchange Act,
     and in either (i) or (ii) of this clause (2) a successor Depositary is not
     appointed by the Company within 90 days after the date of such notice from
     the Depositary, (B) there shall have occurred and be continuing an Event
     of Default, or an event which with notice or lapse of time, or both, would
     constitute an Event of Default with respect to such Global Security or (C)
     the Company, by Company Order, elects to have the Global Security
     registered in the name of a Person other than the Depositary or its
     nominee.

          (3) Subject to Clause (2) above, any exchange of a Global Security
     for other Securities of the same Series may be made in whole or in part,
     and all Securities issued in exchange for a Global Security or any portion
     thereof shall be registered in such names as the Depositary for such
     Global Security shall direct.

          (4) Every Security authenticated and delivered upon registration of
     transfer of, or in exchange for or in lieu of, a Global Security or any
     portion thereof, whether pursuant to this Section, Section 304, 306 or 906
     or otherwise, shall be authenticated and delivered in the form of, and
     shall be, a Global Security, unless such Security is registered in the
     name of a Person other than the Depositary for such Global Security or a
     nominee thereof.

          (b) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 305(b) shall be made only in accordance with this Section
305(b).



                                      -33-


<PAGE>


          (i) Restricted Global Security to Regulation S Global Security. If
     the owner of a beneficial interest in a Restricted Global Security wishes
     at any time to transfer such interest to a Person who wishes to acquire
     the same in the form of a beneficial interest in the Regulation S Global
     Security of the same Series, such transfer may be effected only in
     accordance with the provisions of this Clause (b)(i) and Clause (b)(iv)
     below and subject to the Applicable Procedures. Upon receipt by the
     Trustee, as Security Registrar, of (A) an order given by the Depositary or
     its authorized representative directing that a beneficial interest in the
     Regulation S Global Security in a specified principal amount be credited
     to a specified Agent Member's account and that a beneficial interest in
     the Restricted Global Security of the same Series and in an equal
     principal amount be debited from another specified Agent Member's account
     and (B) a Regulation S Certificate, satisfactory to the Trustee and duly
     executed by the owner of such beneficial interest in the Restricted Global
     Security or his attorney duly authorized in writing, then the Trustee, as
     Security Registrar but subject to Clause (b)(iv) below, shall reduce the
     principal amount of the Restricted Global Security and increase the
     principal amount of the Regulation S Global Security of the same Series by
     such specified principal amount.

          (ii) Regulation S Global Security to Restricted Global Security. If
     the owner of a beneficial interest in a Regulation S Global Security
     wishes at any time to transfer such interest to a Person who wishes to
     acquire the same in the form of a beneficial interest in the Restricted
     Global Security of the same Series, such transfer may be effected only in
     accordance with this Clause (b)(ii) and subject to the Applicable
     Procedures. Upon receipt by the Trustee, as Security Registrar, of (A) an
     order given by the Depositary or its authorized representative directing
     that a beneficial interest in the Restricted Global Security in a
     specified principal amount be credited to a specified Agent Member's
     account and that a beneficial interest in the Regulation S Global Security
     of the same Series and in an equal principal amount be debited from
     another specified Agent Member's account and (B) if such transfer is to
     occur during the Restricted Period, a Restricted Securities Certificate,


                                      -34-


<PAGE>


     satisfactory to the Trustee and duly executed by the owner of such
     beneficial interest in the Regulation S Global Security or his attorney
     duly authorized in writing, then the Trustee, as Security Registrar, shall
     reduce the principal amount of the Regulation S Global Security and
     increase the principal amount of the Restricted Global Security of the
     same Series by such specified principal amount. If transfers under this
     Clause (b)(ii) occur after the Restricted Period, no Restricted Securities
     Certificates will be required.

          (iii) Non-Global Security to Non-Global Security. A Security that is
     not a Global Security may be transferred, in whole or in part, to a Person
     who takes delivery in the form of another Security of the same Series that
     is not a Global Security as provided in Section 305(a), provided that, if
     the Security to be transferred in whole or in part is a Restricted
     Security, then the Trustee shall have received a Restricted Securities
     Certificate, satisfactory to the Trustee and duly executed by the
     transferor Holder or his attorney duly authorized in writing, in which
     case the transferee Holder shall take delivery in the form of a Restricted
     Security (subject in every case to Section 305(c)).

          (iv) Regulation S Global Security to be Held Through Euroclear or
     Cedel During Restricted Period. The Company shall use its reasonable
     efforts to cause the Depositary to ensure that during the Restricted
     Period beneficial interests in a Regulation S Global Security may be held
     only in or through accounts maintained at the Depositary by Euroclear or
     Cedel (or by Agent Members acting for the account thereof), and no person
     shall be entitled to effect any transfer or exchange that would result in
     any such interest being held otherwise than in or through such an account;
     provided that this Clause (b)(iv) shall not prohibit any transfer or
     exchange of such an interest in accordance with Clause (b)(ii) above.

          (v) Restricted Non-Global Security to Restricted Global Security or
     Regulation S Global Security. If the Holder of a Restricted Security
     (other than a Global Security) wishes at any time to transfer all or any
     portion of such Security to a Person who wishes to take delivery thereof
     in the form


                                      -35-

<PAGE>


     of a beneficial interest in the Restricted Global Security of the same
     Series or the Regulation S Global Security of the same Series, such
     transfer may be effected only in accordance with the provisions of this
     Clause (b)(v) and Clause (b)(iv) above and subject to the Applicable
     Procedures. Upon receipt by the Trustee, as Security Registrar, of (A)
     such Security as provided in Section 305(a) and instructions satisfactory
     to the Trustee directing that a beneficial interest in such Restricted
     Global Security of the same Series or such Regulation S Global Security of
     the same Series in a specified principal amount not greater than the
     principal amount of such Security be credited to a specified Agent
     Member's account and (B) a Restricted Securities Certificate, if the
     specified account is to be credited with a beneficial interest in such
     Restricted Global Security, or a Regulation S Certificate, if the
     specified account is to be credited with a beneficial interest in such
     Regulation S Global Security of the same Series, in either case
     satisfactory to the Trustee and duly executed by such Holder or his
     attorney duly authorized in writing, then the Trustee, as Security
     Registrar, shall cancel such Security (and issue a new Security in respect
     of any untransferred portion thereof) and increase the principal amount of
     the Restricted Global Security of the same Series or the Regulation S
     Global Security of the same Series, as the case may be, by the specified
     principal amount, both as provided in Section 305(a).

          (c) Securities Act Legends. Restricted Securities and their Successor
Securities shall bear a Restricted Securities Legend, and the Regulation S
Securities and their Successor Securities shall bear a Regulation S Legend,
subject to the following:

          (i) subject to the following Clauses of this Section 305(c), a
     Security or any portion thereof which is exchanged, upon transfer or
     otherwise, for a Global Security of the same Series or any portion thereof
     shall bear the Securities Act Legend borne by such Global Security while
     represented thereby;

          (ii) subject to the following Clauses of this Section 305(c), a new
     Security which is not a Global Security and is issued in exchange for
     another Security of the same Series (including a Global Security of the


                                      -36-


<PAGE>


     same Series) or any portion thereof, upon transfer or otherwise, shall
     bear the Securities Act Legend borne by such other Security, provided
     that, if such new Security is required pursuant to Section 305(b)(v) to be
     issued in the form of a Restricted Security, it shall bear a Restricted
     Securities Legend and, if such new Security is so required to be issued in
     the form of a Regulation S Security, it shall bear a Regulation S Legend;

          (iii) Registered Securities shall not bear a Securities Act Legend;

          (iv) at any time after the Securities may be freely transferred
     without registration under the Securities Act or without being subject to
     transfer restrictions pursuant to the Securities Act, a new Security which
     does not bear a Securities Act Legend may be issued in exchange for or in
     lieu of a Security of the same Series (other than a Global Security) or
     any portion thereof which bears such a legend if the Trustee has received
     an Unrestricted Securities Certificate, satisfactory to the Trustee and
     duly executed by the Holder of such legended Security or his attorney duly
     authorized in writing, and after such date and receipt of such
     certificate, the Trustee shall authenticate and deliver such a new
     Security in exchange for or in lieu of such other Security as provided in
     this Article Three;

          (v) a new Security which does not bear a Securities Act Legend may be
     issued in exchange for or in lieu of a Security of the same Series (other
     than a Global Security) or any portion thereof which bears such a legend
     if, in the Company's judgment, placing such a legend upon such new
     Security is not necessary to ensure compliance with the registration
     requirements of the Securities Act, and the Trustee, at the written
     direction of the Company, shall authenticate and deliver such a new
     Security as provided in this Article Three; and

          (vi) notwithstanding the foregoing provisions of this Section 305(c),
     a Successor Security of a Security that does not bear a particular form of
     Securities Act Legend shall not bear such form of legend unless the
     Company has reasonable cause to


                                      -37-


<PAGE>


     believe that such Successor Security is a "restricted security" within the
     meaning of Rule 144, in which case the Trustee, at the written direction
     of the Company, shall authenticate and deliver a new Security bearing a
     Restricted Securities Legend in exchange for such Successor Security as
     provided in this Article Three.

SECTION 306.  Mutilated, Destroyed, Lost and
              Stolen Securities.

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture


                                      -38-


<PAGE>


equally and proportionately with any and all other Securities duly issued
hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307.  Payment of Interest; Interest
              Rights Preserved.

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities (or their respective
     Predecessor Securities) are regis tered at the close of business on a
     Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal
     to the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust


                                      -39-


<PAGE>


     for the benefit of the Persons entitled to such Defaulted Interest as in
     this Clause provided. Thereupon the Trustee shall fix a Special Record
     Date for the payment of such Defaulted Interest which shall be not more
     than 15 days and not less than 10 days prior to the date of the proposed
     payment and not less than 10 days after the receipt by the Trustee of the
     notice of the proposed payment. The Trustee shall promptly notify the
     Company of such Special Record Date and, in the name and at the expense of
     the Company, shall cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed, first-class
     postage prepaid, to each Holder at his address as it appears in the
     Security Register, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been so mailed, such Defaulted
     Interest shall be paid to the Persons in whose names the Securities (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following Clause (2).

          (2) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities may be listed, and upon such
     notice as may be required by such exchange, if, after notice given by the
     Company to the Trustee of the proposed payment pursuant to this Clause,
     such manner of payment shall be deemed practicable by the Trustee.

          Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.



                                      -40-


<PAGE>


SECTION 308.  Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to
Section 307) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.

SECTION 309.  Cancellation.

          All Securities surrendered for payment, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

SECTION 310.  Computation of Interest.

          Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.





                                      -41-


<PAGE>


                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge of Indenture.

          This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (1) either

               (A) all Securities theretofore authenticated and delivered
          (other than (i) Securities which have been destroyed, lost or stolen
          and which have been replaced or paid as provided in Section 306 and
          (ii) Securities for whose payment money has theretofore been
          deposited in trust or segregated and held in trust by the Company and
          thereafter repaid to the Company or discharged from such trust, as
          provided in Section 1003) have been delivered to the Trustee for
          cancellation; or

               (B) all such Securities not theretofore delivered to the Trustee
          for cancellation

                    (i) have become due and payable, or

                    (ii) will become due and payable at their Stated Maturity
               within one year,

          and the Company, in the case of (i) or (ii) above, has deposited or
          caused to be deposited with the Trustee as trust funds in trust for
          the purpose an amount sufficient to pay and discharge the entire
          indebtedness on such Securities


                                      -42-


<PAGE>


          not theretofore delivered to the Trustee for cancellation, for
          principal and interest to the date of such deposit (in the case of
          Securities which have become due and payable) or to the Stated
          Maturity, as the case may be;

          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of Clause
(1) of this Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003 shall survive.

SECTION 402.  Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee.





                                      -43-


<PAGE>


                                  ARTICLE FIVE

                                    Remedies

SECTION 501.  Events of Default.

          "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (1) default in the payment of any interest upon any Security when it
     becomes due and payable, and continuance of such default for a period of
     30 days; or

          (2) default in the payment of the principal of any Security at its
     Maturity and the continuance of such default for a period of 5 Business
     Days; or

          (3) default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture (other than a covenant or
     warranty a default in whose performance or whose breach is elsewhere in
     this Section specifically dealt with), and continuance of such default or
     breach for a period of 60 days after there has been given, by registered
     or certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in principal amount of the
     Outstanding Securi ties a written notice specifying such default or breach
     and requiring it to be remedied and stating that such notice is a "Notice
     of Default" hereunder; or

          (4) a default under any bond, debenture, note or other evidence of
     indebtedness for money borrowed by the Company or a Restricted Subsidiary
     or under any mortgage, indenture or instrument under


                                      -44-


<PAGE>


     which there may be issued or by which there may be secured or evidenced
     any indebtedness for money borrowed by the Company or a Restricted
     Subsidiary, whether such indebtedness now exists or shall hereafter be
     created, which default (i) shall have resulted from the failure by the
     Company or any Restricted Subsidiary to pay the principal amount due upon
     final stated maturity of such indebtedness in an amount in excess of $75
     million after the expiration of any applicable grace period or (ii) shall
     have resulted in such indebtedness in an amount in excess of $75 million
     becoming or being declared due and payable prior to the date on which it
     would otherwise have become due and payable, in either case without such
     indebtedness having been discharged, or such acceleration having been
     rescinded or annulled, within a period of 10 days after there shall have
     been given, by registered or certified mail, to the Company by the Trustee
     or to the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Securities a written notice specifying
     such default and requiring the Company to cause such indebtedness to be
     discharged or cause such acceleration to be rescinded or annulled and
     stating that such notice is a "Notice of Default" hereunder; or

          (5) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or (B) a decree or order
     adjudging the Company a bankrupt or insolvent, or approving as properly
     filed a petition seeking reorganization, arrangement, adjustment or
     composition of or in respect of the Company under any applicable Federal
     or State law, or appointing a custodian, receiver, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or of any
     substantial part of its property, or ordering


                                      -45-


<PAGE>


     the winding up or liquidation of its affairs, and the continuance of any
     such decree or order for relief or any such other decree or order unstayed
     and in effect for a period of 60 consecutive days; or

          (6) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an
     involuntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency, reorganization or other similar law or to the
     commencement of any bankruptcy or insolvency case or proceeding against
     it, or the filing by it of a petition or answer or consent seeking
     reorganization or relief under any applicable Federal or State bankruptcy
     law, or the consent by it to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Company
     or of any substantial part of its property, or the making by it of an
     assignment for the benefit of creditors, or the admission by it in writing
     of its inability to pay its debts generally as they become due.

For the purpose of clarifying clauses (3) and (4) above, the occurrence of an
Additional Interest Event does not constitute a default or breach under such
clauses.

SECTION 502.  Acceleration of Maturity; Rescission
              and Annulment.

          If an Event of Default occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Securities may declare the principal of all the Securities
to be due and payable immediately, by a notice in writing to


                                      -46-


<PAGE>


the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal shall become immediately due and payable.

          At any time after such a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (A) all overdue interest on all Securities,

               (B) the principal of any Securities which have become due
          otherwise than by such declaration of acceleration and interest
          thereon at the rate borne by the Securities,

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate borne by the Securities,
          and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

     and

          (2) all Events of Default, other than the non-payment of the
     principal of Securities which have become due solely by such declaration
     of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.



                                      -47-


<PAGE>


SECTION 503.  Collection of Indebtedness and Suits
              for Enforcement by Trustee.

          The Company covenants that if

          (1) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for
     a period of 30 days, or

          (2) default is made in the payment of the principal of any Security
     at the Maturity thereof and such default continues for a period of 5
     Business Days,

the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest, and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
on any overdue interest at the rate borne by the Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504.  Trustee May File Proofs of Claim.

          In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any


                                      -48-


<PAGE>


moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may vote on behalf of the Holders for the election of
a trustee in bankruptcy or similar official and may be a member of a creditors'
or other similar committee.

SECTION 505.  Trustee May Enforce Claims
              Without Possession of Securities.

          All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

SECTION 506.  Application of Money Collected.

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or


                                      -49-


<PAGE>


interest upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     607;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of and interest on the Securities in respect of which or for the
     benefit of which such money has been collected, ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on such Securities for principal and interest, respectively; and

          THIRD: The balance, if any, to the Person or Persons entitled
     thereto.

SECTION 507.  Limitation on Suits.

          No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;



                                      -50-


<PAGE>


          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a
     majority in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the
Holders.

SECTION 508.  Unconditional Right of Holders to
              Receive Principal and Interest

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 307) interest on
such Security on the respective Stated Maturities expressed in such Security
and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.

SECTION 509.  Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


                                      -51-


<PAGE>


SECTION 510.  Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 511.  Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512.  Control by Holders.

          Subject to the provisions of Section 603, the Holders of a majority
in principal amount of the Outstanding Securities shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, provided that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

          (2) the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction.



                                      -52-


<PAGE>


SECTION 513.  Waiver of Past Defaults.

          The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

          (1) in the payment of the principal of or interest on any Security,
     or

          (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security affected.

          Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 514.  Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company, by any Holder, or group of Holders, holding in the aggregate more than
10% in principal amount of the Outstanding Securities, or by any Holder for the
enforcement of the payment of the principal of or interest on any Security on
or after the respective Stated Maturities expressed in such Security.

SECTION 515.  Waiver of Stay or Extension Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or


                                      -53-


<PAGE>


plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                  ARTICLE SIX

                                  The Trustee

SECTION 601.  Certain Duties and Responsibilities.

          The duties and responsibilities of the Trustee shall be as provided
by the Trust Indenture Act. Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protec tion to the Trustee shall be subject to the provisions of this Section.

SECTION 602.  Notice of Defaults.

          The Trustee shall give the Holders notice of any default hereunder as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(3), no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default.


                                      -54-


<PAGE>


SECTION 603.  Certain Rights of Trustee.

          Subject to the provisions of Section 601:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

          (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

          (c) whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence be herein specifically pre scribed) may, in the absence of
     bad faith on its part, rely upon an Officers' Certificate;

          (d) the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and com plete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;

          (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or
     direction of any of the Holders pursuant to this Indenture, unless such
     Holders shall have offered to the Trustee reasonable security or indemnity
     against the


                                      -55-


<PAGE>


     costs, expenses and liabilities which might be incurred by it in
     compliance with such request or direction;

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further
     inquiry or investigation into such facts or matters as it may see fit,
     and, if the Trustee shall determine to make such further inquiry or
     investigation, it shall be entitled to examine the books, records and
     premises of the Company, personally or by agent or attorney;

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder; and

          (h) the Trustee is not a party to the Registration Rights Agreement
     and shall be entitled to rely on an Officers' Certificate as to whether
     Additional Interest is owed on the Securities.

SECTION 604.  Not Responsible for Recitals
              or Issuance of Securities.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or


                                      -56-


<PAGE>


application by the Company of Securities or the proceeds thereof.

SECTION 605.  May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606.  Money Held in Trust.

          Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 607.  Compensation and Reimbursement.

          The Company agrees

          (1) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and


                                      -57-


<PAGE>


          (3) to indemnify the Trustee for, and to hold it harmless against,
     any loss, liability or expense incurred without negligence or bad faith
     on its part, arising out of or in connection with the acceptance or admin
     istration of this trust, including the costs and expenses of defending
     itself against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

          The Trustee shall have a claim prior to the Securities as to all
property and funds held by it hereunder for any amounts owing it or any
predecessor Trustee pursuant to this Section 607, except to funds held in trust
for the benefit of the Holders of any Securities. The obligations of the
Company under this Section 607 shall survive payment in full of the Securities.

SECTION 608.  Disqualification; Conflicting Interests.

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under the Indenture dated March 1, 1983,
as amended, between Delta Air Lines, Inc. and The Bank of New York, the
Indenture dated April 30, 1990, as amended, between Delta Air Lines, Inc. and
The Bank of New York and the Indenture dated May 1, 1991, between Delta Air
Lines, Inc. and The Bank of New York.

SECTION 609.  Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be


                                      -58-


<PAGE>


deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610.  Resignation and Removal;
              Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

          (b) The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

          (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

          (d) If at any time:

          (1) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the


                                      -59-


<PAGE>


     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee and
shall comply with the applicable requirements of Section 611. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee and
supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 611.  Acceptance of Appointment by Successor.

          Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment,


                                      -60-


<PAGE>


and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts,
and duties referred to above.

          No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612.  Merger, Conversion, Consolidation
              or Succession to Business.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such
Securities.

SECTION 613.  Preferential Collection
              of Claims Against Company.

          If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the


                                      -61-


<PAGE>


Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor).

SECTION 614.  Appointment of Authenticating Agent.

          The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent,


                                      -62-


<PAGE>


provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

          The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

          If an appointment is made pursuant to this Section, the Securities
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:



                                      -63-


<PAGE>


          This is one of the Securities described in the within-mentioned
Indenture.

                                             The Bank of New York,
                                                                  As Trustee



                                             By___________________________,
                                                   As Authenticating Agent



                                             By___________________________
                                                          Authorized Agent



                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

SECTION 701.  Company to Furnish Trustee
              Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee

          (a) semi-annually, not more than 15 days after each Regular Record
     Date, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of such Regular Record Date, and

          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

excluding from any such list names and addresses received by the Trustee in
its capacity as Security Registrar.



                                      -64-


<PAGE>


SECTION 702.  Preservation of Information;
              Communications to Holders.

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

          (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

          (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.

SECTION 703.  Reports by Trustee.

          (a) The Trustee shall within 60 days of May 15 of each year,
commencing May 15, 2000, and at such other times as may be required by the
Trust Indenture Act, transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

          (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when the Securities are listed on any stock
exchange.

SECTION 704.  Reports by Company.



                                      -65-


<PAGE>


          The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.  Company May Consolidate, Etc.,
              Only on Certain Terms.

            The Company shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Company shall not permit
any Person to consolidate with or merge into the Company or convey, transfer
or lease its properties and assets substantially as an entirety to the
Company, unless:

          (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a Person,
     shall be organized and validly existing under the laws of the United
     States of America, any State thereof or the District of Columbia and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and interest on all the


                                      -66-


<PAGE>


     Securities and the performance or observance of every covenant of this
     Indenture on the part of the Company to be performed or observed;

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or a
     Subsidiary as a result of such transaction as having been incurred by the
     Company or such Subsidiary at the time of such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

SECTION 802.  Successor Substituted.

          Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.





                                      -67-


<PAGE>


                                  ARTICLE NINE

                            Supplemental Indentures

SECTION 901.  Supplemental Indentures
              Without Consent of Holders.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company
     herein and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company; or

          (3) to add any additional Events of Default; or

          (4) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons, or to permit or facilitate the
     issuance of Securities in uncertificated form; or

          (5) to secure the Securities; or

          (6) to make such changes as are necessary to qualify this Indenture
     under the Trust Indenture Act of 1939; or

          (7) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee; or


                                     -68-


<PAGE>


          (8) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture, provided that such action pursuant to this Clause
     (8) shall not adversely affect the interests of the Holders in any
     material respect.

SECTION 902.  Supplemental Indentures
              with Consent of Holders.

          With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or any instalment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon, or change the Place of
     Payment where, or the coin or currency in which, any Security or any
     interest thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof,
     or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities, the consent of whose Holders is required for any such
     supplemental indenture, or the consent of whose Holders is required for
     any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or


                                      -69-


<PAGE>


          (3) modify any of the provisions of this Section, Section 513 or
     Section 1006, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to
     require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section and
     Section 1006 or the deletion of this proviso, in accordance with the
     requirements of Section 611 and Section 901(8).

          It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 903.  Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.  Effect of Supplemental Indentures.

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.




                                      -70-


<PAGE>


SECTION 905.  Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906.  Reference in Securities
              to Supplemental Indentures.

          Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to con form, in the opinion of the Trustee and
the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                  ARTICLE TEN

                                   Covenants

SECTION 1001.  Payment of Principal and Interest.

          The Company covenants and agrees for the benefit of the Holders of
the Securities that it will duly and punctually pay the principal of and
interest on the Securities in accordance with the terms of the Securities and
this Indenture.

SECTION 1002.  Maintenance of Office or Agency.

          The Company will maintain in the Place of Payment an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or


                                      -71-


<PAGE>


agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Place of Payment for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 1003.  Money for Security
               Payments to Be Held in Trust.

          If the Company shall at any time act as its own Paying Agent, it
will, on or before each due date of the principal of or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

          Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

          The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the


                                      -72-


<PAGE>


Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, and
upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the Securities.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

          Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or interest
on any Security and remaining unclaimed for two years after such principal or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 1004.  Statement by Officers as to Default.

          The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company


                                      -73-


<PAGE>


ending after the date hereof, an Officers' Certificate, stating whether or not
to the best knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.

SECTION 1005.  Existence.

          Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence
and rights (charter and statutory); provided, however, that the Company shall
not be required to preserve any such right if the Company shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and that the loss thereof would not materially and adversely
affect the Company's ability to perform its obligations under this Indenture.

SECTION 1006.  Waiver of Certain Covenants.

          The Company may omit in any particular instance to comply with any
term, covenant or condition, if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, covenant or condition, but no such
waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, covenant or condition shall remain in full force and effect.

Section 1007.   Officers' Certificate as to Additional
                Interest.

          The Company shall deliver an Officers' Certificate to the Trustee
within five Business Days after an Additional Interest Event occurs which
identifies such Additional


                                      -74-


<PAGE>


Interest Event and states the date as of which Additional Interest began
accruing or will begin to accrue. Promptly upon (i) an Additional Interest
Event having been cured or (ii) the expiration of the Rule 144(k) Holding
Period, the Company shall deliver to the Trustee an Officers' Certificate
which identifies such Additional Interest Event, states that it has been cured
or that the Rule 144(k) Holding Period has expired, as the case may be, and
states the date as of which Additional Interest ceased accruing or will cease
to accrue.

                                 ARTICLE ELEVEN

                                   DEFEASANCE

Section 1101.  Reserved.

          [Reserved]


Section 1102.  Defeasance Upon Deposit of Moneys or U.S.
               Government Obligations.

          At the Company's option, written notice of which shall be provided to
the Trustee by the Company, either (a) the Company shall be deemed to have been
Discharged (as defined below) from its obligations with respect to the
Securities after the applicable conditions set forth below have been satisfied
or (b) an event specified in Section 501 (4) shall not be deemed to be an Event
of Default with respect to the Outstanding Securities at any time after the
applicable conditions set forth below have been satisfied:

          1. the Company shall have deposited or caused to be deposited with
the Trustee as trust funds in trust and dedicated solely to, the benefit of the
Holders (i) money in an amount, or (ii) U.S. Government Obligations (as defined
below) that through the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than the due date of any
payment, money in an amount, or (iii) a combination of (i) and (ii),
sufficient, without reinvestment, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge principal of and
interest on, the


                                      -75-


<PAGE>


Outstanding Securities on the Stated Maturity of such principal or interest;

          2. (A) no Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit and (B) in
the case of an election under Section 1102 (a), no Event or Default under
subsections 501(5) or 501 (6) or event which with notice or lapse of time or
both would become an Event of Default under subsections 501 (5) or 501 (6) with
respect to the Securities shall have occurred and be continuing at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that the condition in this condition shall not be deemed
satisfied until the expiration of such period);

          3. such defeasance or covenant defeasance shall not result in the
trust arising from such deposit to constitute, unless it is qualified as, a
regulated investment company under the Investment Company Act of 1940, as
amended;

          4. such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, any agreement or
instrument to which the Company is a party or by which it is bound if such
breach, violation or default would affect the validity of such defeasance or
covenant defeasance;

          5. in the case of an election under Section 1102 (a), the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of this Indenture there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same time
as would have been the case if such defeasance had not occurred;

          6. in the case of an election under Section 1102 (b), the Company
shall have delivered to the Trustee an


                                      -76-


<PAGE>


Opinion of Counsel to the effect that the Holders of the Outstanding
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
time as would have been the case if such covenant defeasance had not occurred;
and

          7. the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided relating to defeasance of Securities under this
Indenture have been complied with.

          "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities (and the Trustee, upon the request of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities to receive, from the
trust fund described in clause (1) above, payment of the principal of and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to the Securities under Sections 304, 305, 306 and
1002, (C) this Article Eleven and (D) the obligations of the Company to the
Trustee under Section 607, and the obligations of the Trustee under Section 402
and the last paragraph of Section 1003.

          "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, that, in either
case under clauses (i) or (ii), are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issue by a bank
(as defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided


                                      -77-


<PAGE>


that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.

Section 1103.   Deposited Moneys and U.S. Government
                Obligations to be Held in Trust.

          Subject to the provisions of the last paragraph of Section 1003, all
moneys and U.S. Government Obligations deposited with the Trustee pursuant to
Section 1102 in respect of Securities shall be held in trust and applied by it,
in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (but not including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon for
principal and interest, but such money need not be segregated from other funds
except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 1102 or the principal and interest
received in respect thereof.

Section 1104.   Repayment to Company.

          Notwithstanding anything in this Indenture to the contrary, the
Trustee and the Paying Agent shall promptly pay or return to the Company upon
Company Request any moneys or U.S. Government Obligations held by it pursuant
to Section 1102 which, in the opinion of a nationally recognized firm of
independent accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would be then
required to be deposited to effect an equivalent defeasance.

          The provisions of the last paragraph of Section 1003 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years afer the Maturity of any Securities for which


                                      -78-


<PAGE>


money or U.S. Government Obligations have been deposited pursuant to Section
1102.

Section 1105.   Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1102(a) or 1102(b) by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Trustee or the Paying Agent, as the case
may be, shall at the Company's request return to the Company all such money
held by the Trustee or the Paying Agent and the Company's obligations under the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Eleven. If notwithstanding the Trustee's and the
Paying Agent's obligation to do so pursuant to the preceding sentence of this
Section, the money held by the Trustee or the Paying Agent is not returned to
the Company, such revival and reinstatement shall terminate at such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1102(a) or 1102(b); and provided, further, that, notwithstanding the
Trustee's and the Paying Agent's obligation to do so, the money held by the
Trustee or the Paying Agent is not returned to the Company, if the Company
makes any payment of principal of or interest on any such Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
held by the Trustee or the Paying Agent.

                                 ARTICLE TWELVE

                                    IMMUNITY

SECTION 1201.   Personal Immunity of Incorporators,
                Stockholders, Directors and Officers.

          No recourse for the payment of the principal of or interest on any
Security, and no recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any indenture supplemental hereto, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, or against any past, present or future stockholder,
officer or director, as such,


                                      -79-


<PAGE>


of the Company or any successor corporation, either directly or through the
Company or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
as part of the consideration for the issue of the Securities. Each and every
Holder of the Securities, by receiving and holding the same, agrees to the
provisions of this Section 1201 and waives and releases any and all such
recourse, claim and liability.

          This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


             -----------------------------------------------------




                                      -80-


<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


                                                  DELTA AIR LINES, INC.


                                                  By___________________________

Attest:


--------------------------


                                                  THE BANK OF NEW YORK


                                                  By___________________________

Attest:


--------------------------



                                      -81-



<PAGE>


STATE OF NEW YORK  )
                    ss.:
COUNTY OF NEW YORK )


          On the _____ day of __________, 19__, before me personally came
___________________________, to me known, who, being by me duly sworn, did
depose and say that [he -- she] is ____________________________________________
of ___________________________, one of the corporations described in and which
executed the foregoing instrument; that [he -- she] knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that [he -- she] signed [his -- her] name thereto by like
authority.



                                                  ------------------------------


STATE OF NEW YORK  )
                    ss.:
COUNTY OF NEW YORK )


          On the _____ day of __________, 19__, before me personally came
___________________________, to me known, who, being by me duly sworn, did
depose and say that [he -- she] is _________________________________________ of
___________________________, one of the corporations described in and which
executed the foregoing instrument; that [he -- she] knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that [he -- she] signed [his -- her] name thereto by like
authority.


                                                  ------------------------------

                                                              ANNEX A -- Form of

                                                        Regulation S Certificate


                            REGULATION S CERTIFICATE

                                      A-1


<PAGE>


                (For transfers pursuant to ss. 305(b)(i) and (v)
                               of the Indenture)


The Bank of New York,
  as Trustee
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Administration


         Re:  __% Notes due ____________________ of Delta Air Lines, Inc. (the
              "Securities")

          Reference is made to the Indenture, dated as of December 14, 1999
(the "Indenture"), between Delta Air Lines, Inc. (the "Company") and The Bank
of New York, as Trustee. Terms used herein and defined in the Indenture or in
Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), are used herein as therein so defined.

          This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

          CUSIP No(s). ___________________________

          CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial
owner of the Specified Securities or (ii) it is acting on behalf of all the
beneficial owners of the Specified Securities and is duly authorized by them
to do so. Such beneficial owner or owners are referred to herein collectively
as the "Owner". If the Specified Securities are represented by a Global
Security, they are held through the Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner. If the Specified Securities
are not represented by a Global Security, they are registered in the name of
the Under signed, as or on behalf of the Owner.

          The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Regulation S Security.

                                      A-2


<PAGE>


In connection with such transfer, the Owner hereby certifies that, unless such
transfer is being effected pursuant to an effective registration statement
under the Securities Act, it is being effected in accordance with Rule 904 or
Rule 144 under the Securities Act and with all applicable securities laws of
the states of the United States and other jurisdic tions. Accordingly, the
Owner hereby further certifies as follows:

          (1) Rule 904 Transfers. If the transfer is being effected in
     accordance with Rule 904:

               (A) the Owner is not a distributor of the Securities, an
          affiliate of the Company or any such distributor or a person acting
          on behalf of any of the foregoing;

               (B) the offer of the Specified Securities was not made to a
          person in the United States;

               (C) either:

                    (i) at the time the buy order was originated, the
               transferee was outside the United States or the Owner and any
               person acting on its behalf reasonably believed that the
               Transferee was outside the United States, or

                    (ii) the transaction is being executed in, on or through
               the facilities of the Eurobond market, as regulated by the
               Association of International Bond Dealers, or another
               designated offshore securities market and neither the Owner nor
               any person acting on its behalf knows that the transaction has
               been prearranged with a buyer in the United States;

               (D) no directed selling efforts have been made in the United
          States by or on behalf of the Owner or any affiliate thereof;

               (E) if the Owner is a dealer in securities or has received a
          selling concession, fee or other remuneration in respect of the
          Specified Securities, and the transfer is to occur during

                                      A-3


<PAGE>


          the Restricted Period, then the requirements of Rule 904(c)(1) have
          been satisfied; and

               (F) the transaction is not part of a plan or scheme to evade the
          registration requirements of the Securities Act.

          (2) Rule 144 Transfers. If the transfer is being effected pursuant to
     Rule 144:

               (A) the transfer is occurring after a holding period of at least
          one year (computed in accordance with paragraph (d) of Rule 144) has
          elapsed since the Specified Securities were last acquired from the
          Company or from an affiliate of the Company, whichever is later, and
          is being effected in accordance with the applicable volume, manner of
          sale and notice requirements of Rule 144; or

               (B) the transfer is occurring after a holding period of at least
          two years has elapsed since the Specified Securities were last
          acquired from the Company or from an affiliate of the Company,
          whichever is later, and the Owner is not, and during the preceding
          three months has not been, an affiliate of the Company.

          This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Purchasers.



Dated:                     ___________________________________________________
                           (Print the name of the Undersigned,
                           as such term is defined in the
                           second paragraph of this certificate.)



                           By:________________________________________________
                              Name:
                              Title:

                           (If the Undersigned is a corporation,
                           partnership or fiduciary, the title

                                      A-4


<PAGE>


                           of the person signing on behalf of
                           the Undersigned must be stated.)

                                      A-5


<PAGE>


                                                   ANNEX B -- Form of Restricted
                                                   Securities Certificate




                       RESTRICTED SECURITIES CERTIFICATE

            (For transfers pursuant to ss. 305(b)(ii), (iii) and (v)
                               of the Indenture)



The Bank of New York,
  as Trustee
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Administration

         Re:  __% Notes due ____________________ of Delta Air Lines, Inc. (the
              "Securities")

          Reference is made to the Indenture, dated as of December 14, 1999
(the "Indenture"), between Delta Air Lines, Inc. (the "Company") and The Bank
of New York, as Trustee. Terms used herein and defined in the Indenture or in
Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), are used herein as so defined.

          This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

          CUSIP No(s). ___________________________

          CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial
owner of the Specified Securities or (ii) it is acting on behalf of all the
beneficial owners of the Specified Securities and is duly authorized by them
to do so. Such beneficial owner or owners are referred to herein collectively
as the "Owner". If the Specified Securities are represented by a Global
Security, they are held through the Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner. If the Specified Securities
are not represented by a Global Security, they are registered in the name of
the Undersigned, as or on behalf of the Owner.


                                      B-1


<PAGE>


          The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdic tions. Accordingly, the Owner hereby further certifies as follows:

          (1) Rule 144A Transfers. If the transfer is being effected in
     accordance with Rule 144A:

               (A) the Specified Securities are being transferred to a person
          that the Owner and any person acting on its behalf reasonably believe
          is a "qualified institutional buyer" within the meaning of Rule
          144A, acquiring for its own account or for the account of a qualified
          institutional buyer; and

               (B) the Owner and any person acting on its behalf have taken
          reasonable steps to ensure that the Transferee is aware that the
          Owner may be relying on Rule 144A in connection with the transfer;
          and

          (2) Rule 144 Transfers. If the transfer is being effected pursuant to
     Rule 144:

               (A) the transfer is occurring after a holding period of at least
          one year (computed in accordance with paragraph (d) of Rule 144) has
          elapsed since the Specified Securities were last acquired from the
          Company or from an affiliate of the Company, whichever is later, and
          is being effected in accordance with the applicable volume, manner of
          sale and notice requirements of Rule 144; or

               (B) the transfer is occurring after a holding period of at least
          two years has elapsed since the Specified Securities were last
          acquired from the Company or from an affiliate of the Company,
          whichever is later, and the Owner is not,

                                      B-2


<PAGE>


          and during the preceding three months has not been, an affiliate of
          the Company.

                                      B-3


<PAGE>


          This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Purchasers.



Dated:                     ____________________________________________________
                           (Print the name of the Undersigned,
                           as such term is defined in the
                           second paragraph of this certificate.)



                           By:_________________________________________________
                              Name:
                              Title:

                           (If the Undersigned is a corporation, partnership
                           or fiduciary, the title of the person signing on
                           behalf of the Undersigned must be stated.)

                                      B-4


<PAGE>


                                                 ANNEX C -- Form of Unrestricted
                                                 Securities Certificate



                      UNRESTRICTED SECURITIES CERTIFICATE

         (For removal of Securities Act Legends pursuant to ss. 305(c))


The Bank of New York ,
  as Trustee
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Trustee Administration

         Re:  __% Notes due ____________________ of Delta Air Lines, Inc. (the
              "Securities")

          Reference is made to the Indenture, dated as of December 14, 1999
(the "Indenture"), between Delta Air Lines, Inc. (the "Company") and The Bank
of New York, as Trustee. Terms used herein and defined in the Indenture or in
Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), are used herein as so defined.

          This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

          CUSIP No(s). ___________________________

          CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial
owner of the Specified Securities or (ii) it is acting on behalf of all the
beneficial owners of the Specified Securities and is duly authorized by them
to do so. Such beneficial owner or owners are referred to herein collectively
as the "Owner". If the Specified Securities are represented by a Global
Security, they are held through the Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner. If the Specified Securities
are not represented by a Global Security, they are registered in the name of
the Under signed, as or on behalf of the Owner.

          The Owner has requested that the Specified Securities be exchanged
for Securities bearing no Securities Act Legend pursuant to Section 305(c) of
the Indenture. In

                                      C-1


<PAGE>


connection with such exchange, the Owner hereby certifies that the exchange is
occurring after a holding period of at least two years (computed in accordance
with paragraph (d) of Rule 144) has elapsed since the Specified Securities
were last acquired from the Company or from an affiliate of the Company,
whichever is later, and the Owner is not, and during the preceding three
months has not been, an affiliate of the Company.

          This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Purchasers.



Dated:                     _______________________________________________
                           (Print the name of the Undersigned,
                           as such term is defined in the
                           second paragraph of this certificate.)



                           By:____________________________________________
                              Name:
                              Title:

                           (If the Undersigned is a corporation, partnership
                           or fiduciary, the title of the person signing on
                           behalf of the Undersigned must be stated.)


                                      C-2