Exhibit 10.1


    
      

    

     

    

      EXHIBIT
        10.1

      


      DELTA
        AIR LINES, INC.

      DIRECTOR
        AND OFFICER SEVERANCE PLAN

      


      INTRODUCTION

      


      Delta
        Air
        Lines, Inc. (together with its subsidiaries, the “Company”
or
        “Delta”)
        has
        adopted this Director and Officer Severance Plan (this “Severance
        Plan”
or
        “Plan”)
        to
        provide benefits to certain eligible U.S.-payroll regular full-time Corporate
        Director and Officer level employees of the Company and certain eligible
        employees of subsidiaries of Delta Air Lines, Inc. whose employment at Delta
        is
        separated as a result of organizational or other business changes at Delta.
        

      


      ELIGIBILITY
        CRITERIA

      


      
        	·	
                Separation
                  from Delta as the Result of Organizational Change

                Employees
                  who are classified as (i) a Corporate Director or Officer of Delta
                  according to Delta’s Human Resources records or (ii) any officers of Delta
                  AirElite Business Jets, Inc. or Delta Connection Academy, Inc.
                  are
                  eligible to be offered participation in this Plan (each such offeree,
                  a
                  “Participant”).
                  Notwithstanding anything to the contrary, at their request, Delta’s Chief
                  Executive Officer and Chief Operating Officer as of the Effective
                  Date (as
                  defined below) are not eligible to be Participants in this Plan.
                  “Effective
                  Date”
                  means the date of this Plan’s approval by the U.S. Bankruptcy
                  Court.

              


      

      


      A
        Participant whose employment has been terminated as a result of organizational
        or other business change at Delta and not for Cause shall be eligible for
        benefits hereunder as described below.

      


      Subject
        to the section of this Plan entitled “Amendment”, following the occurrence of a
        Change in Control (as defined below), the termination of a Participant’s
        employment by the Company or its successor other than for Cause (as defined
        below), or the termination of employment by the Participant by reason of
        (i) the
        Participant’s reduction in pay or benefits (unless such a reduction in pay or
        benefits applies generally to other employees at the same level), (ii) a
        significant diminution of the Participant’s position, responsibilities or
        duties, or (iii) the relocation by the Company or its successor of the
        Participant’s required work location more than 75 miles from its current
        location, shall be deemed to constitute a termination as a result of an
        organizational or other business change at Delta.

      


      
        	·	
                Notification
                  of Eligibility to
                  Participate

              


      

      No
        employee will be eligible to participate in this Plan and receive the benefits
        hereunder unless the Company provides the employee with written notification
        of
        his/her eligibility to participate. This notification requirement must be
        met in
        all cases regardless of whether an employee meets other requirements to
        participate in this Plan.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	·	
                Relinquishment
                  of Other Severance Rights

              


      

      No
        employee will be eligible to participate in this Plan and receive the benefits
        hereunder unless the employee relinquishes, and fully releases any claim
        to, any
        other severance arrangements to which the employee may be a party or for
        which
        the Participant is otherwise eligible as of the Effective Date, including,
        without limitation, any payments and benefits under an Executive Retention
        Protection Agreement, if applicable. This relinquishment and release will
        be
        required of the employee promptly after being notified of eligibility to
        participate in this Plan and must be executed in all cases regardless of
        whether
        an employee meets other requirements to participate in this Plan.

      


      
        	·	
                Successful
                  Completion of Notification
                  Period

              


      

      Participants
        may be required to work through their notification period (period of time
        between notification and effective date of separation). If Participants are
        required to work during the notification period, they must maintain a
        satisfactory level of performance. If they are terminated by Delta or if
        they
        voluntarily terminate their employment prior to the separation date set by
        Delta
        in connection with the offering of this Plan, they will not be eligible to
        receive the benefits under this Plan.

      


      
        	·	
                Completion
                  of Checkout Process

              


      

      If
        a
        Participant fails to successfully complete the separation checkout process,
        returning all Company property, including Company identification cards, keys,
        credit cards, etc., the Participant is not eligible to receive any benefits
        under the terms of this Plan. 

      


      
        	·	
                Full
                  Execution of Separation Agreement and General
                  Release

              


      

      In
        order
        to receive the benefits of this Plan, eligible Participants must first sign
        a
        Separation Agreement and General Release prepared by Delta (the “Agreement”)
        within
        45 days of the date that the Agreement is presented to the Participant.
        Participants who fail to sign the Agreement within 45 days or rescind the
        Agreement within seven days of completion thereof are not eligible to receive
        the benefits of this Plan. The Agreement is designed to ensure that both
        the
        Company and the Participant have their rights and obligations established
        with
        certainty and finality. The Company is offering benefits under this Severance
        Plan in exchange for the execution of the Agreement. The Agreement shall
        be in a
        form provided by and satisfactory to the Company (and reasonably satisfactory
        to
        the legal advisors to the official committee of the Company’s unsecured
        creditors) and shall include, without limitation, a release in favor of the
        Company and its employees, directors and affiliates and certain non-competition,
        non-solicitation and non-recruitment agreements for the benefit of the Company;
        provided,
        however,
        that
        following a Change in Control (as defined below), the Agreement shall be
        in
        substantially the same form as the form of Agreement used prior to the
        occurrence of a Change in Control.


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      


      


      OTHER
        ELIGIBILITY INFORMATION

      


      
        	·	
                Delta
                  shall have the complete and final discretion to make all eligibility
                  determinations.

              


      

       

      
        
          

        

      

      
        	
                SUMMARY
                  OF ELIGIBILITY CRITERIA

              
	 
	
                As
                  indicated above, a Participant must meet certain criteria to receive
                  the
                  benefits of the Severance Plan. These
                  include:

              


      

       

      
        	·	
                
                  The
                    Participant is notified by Delta
                    of eligibility to participate in this Severance Plan and fully
                    relinquishes and releases all rights to any payments or benefits
                    under any
                    other severance arrangement in place as of the Effective Date
                    (if
                    any).

                

              


      

       

      
        	·	
                The
                  Participant fully separates from Delta as a result of an organizational
                  or
                  other business change.

              


      

      
        
          
            
              
                
                  
                     

                  

                

              

            

          

        

      

      
        
          	·	
                  The
                    Participant completes the separation checkout
                    process.

                


        

         

        
          
            	·	
                    The
                      Participant executes the Separation Agreement and General Release
                      within
                      45 days of presentment of the offer and does not rescind it
                      within seven
                      days following signing.

                  


          

        

      

      
        	 
                


      

      Benefits
        under this Plan will not be paid or otherwise commence until
all
        of the criteria have been met.


      
        
          

        

      

       

      KEY
        TERMS

      


      “Base
        Salary”
means
        the Participant’s monthly base salary at the time of separation, excluding
        expense reimbursements and supplemental salary payments, and any items not
        considered by the Plan Administrator (as defined below) to be a component
        of
        regular monthly base earnings; provided,
        however,
        that
        following a Change in Control in the event of a termination of employment
        by the
        Participant because of a reduction in the Participant’s pay or benefits, “Base
        Salary” means the Participant’s monthly base salary prior to the reduction in
        pay which gave rise to the Participant’s termination of employment.

      


      “Cause”
means
        the Participant’s
        (a)
conviction,
        guilty plea, plea of nolo contendre or indictment for committing an act of
        fraud, embezzlement, theft, or any other act constituting a felony or similar
        crimes under applicable state law, provided,
        however,
        that an
        indictment may only constitute “Cause” if the indictment prevents the
        Participant from materially performing his or her duties assigned by the
        Company;
        (b)
        intentional wrongful act or gross negligence that has a material detrimental
        effect on the Company or its successor, its subsidiaries or their respective
        business units or groups; (c) material neglect or willful refusal or failure
        (other than by reason of illness, accident or other physical or mental
        incapacity or disability) to properly or substantially attend to duties as
        assigned by the Company, including without limitation, material insubordination
        or excessive absence 


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      or
        tardiness; or (d) a willful failure to follow the material written policies,
        standards and regulations of the Company; provided,
        however,
        that
        for purposes of clauses (c) and (d), no conduct will be deemed to constitute
        “Cause” unless (i) such conduct is committed in bad faith, without reasonable
        belief that the action or inaction is in the best interests of the Company
        and
        (ii) until the Participant has received prior written notice of the conduct,
        which persists after a 30-day cure period following the written
        notice.

      


      “Change
        in Control”
has
        the
        meaning set forth in Attachment A.

      


      “Severance
        Pay”
means
        6
        months’ Base Salary for Directors of Delta Air Lines, Inc. or the equivalent
        level executive at a Delta Air Lines, Inc. subsidiary; 9 months’ Base Salary for
        Vice Presidents and Senior Vice Presidents of Delta Air Lines, Inc. or the
        equivalent level executive at a Delta Air Lines, Inc. subsidiary; 12 months’
Base Salary for Executive Vice Presidents and Chief Officers of Delta Air
        Lines,
        Inc. or the equivalent level executive at a Delta Air Lines, Inc.
        subsidiary.

      


      “Severance
        Period”
means,
        with respect to any Participant, the period beginning on the Participant’s
        termination date from Delta and followed by: 6 months for Directors of Delta
        Air
        Lines, Inc. or the equivalent level executive at a Delta Air Lines, Inc.
        subsidiary; 9 months for Vice Presidents and Senior Vice Presidents of Delta
        Air
        Lines, Inc. or the equivalent level executive at a Delta Air Lines, Inc.
        subsidiary; 12 months for Executive Vice Presidents and Chief Officers of
        Delta
        Air Lines, Inc. or the equivalent level executive at a Delta Air Lines, Inc.
        subsidiary.

      


      DESCRIPTION
        OF SPECIFIC BENEFITS

      


      SEVERANCE
        PAY

      


      
        	·	
                This
                  Plan provides for the payment of Severance Pay based on job level
                  at the
                  time of termination of employment; provided,
                  however,
                  that following a Change in Control in the event of a termination
                  of
                  employment by the Participant because of a significant diminution
                  of the
                  Participant’s position, responsibilities or duties, Severance Pay shall be
                  based on the Participant’s job level prior to the diminution which gave
                  rise to the Participant’s termination of
                  employment.

              


      

      
        	·	
                Severance
                  Pay is paid as a one-time lump-sum payment promptly following the
                  Participant’s separation from employment and fulfillment of the other
                  eligibility criteria. 

              


      

      
        	·	
                All
                  applicable federal, state, and local taxes will be withheld from
                  all
                  Severance Payments that are made. Federal tax will be withheld
                  at a rate
                  consistent with applicable law. 

              


      

      
        	·	
                Severance
                  Pay will not
                  be
                  considered as earnings under the Delta Retirement Plan, the Delta
                  Family-Care Savings Plan, the Delta Family-Care Disability and
                  Survivorship Plan, or any other of Delta’s qualified or non-qualified
                  plans.

              


      

      
        	·	
                Severance
                  Pay will be provided by check and cannot be direct deposited to
                  any
                  financial institution.

              


      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      


      


      MEDICAL/DENTAL
        AND LIFE INSURANCE BENEFITS

      


      Payment
        of COBRA Premiums

      


      Employees
        who have a separation from employment are offered the right to continue
        applicable medical, dental, vision and Health Flexible Spending Account Coverage
        coverage in accordance with the Consolidated Omnibus Budget Reconciliation
        Act
        of 1985 (COBRA). Under this Plan, Delta Air Lines Inc. or, if applicable,
        the
        subsidiary at which the Participant was employed as of his or her termination
        of
        employment (as applicable with respect to each Participant, the “Delta
        Employer”),
        will
        pay the premiums for medical, dental and/or vision COBRA coverage elected
        by a
        Participant or his eligible dependents for a period not to exceed the Severance
        Period, as further described below in this section. The Delta Employer will
        not
        pay any
        portion of the COBRA premium required for the Healthcare Flexible Spending
        Account COBRA coverage that is elected by a Participant or his or her eligible
        dependents. The COBRA statute, COBRA regulations and COBRA provisions of
        the
        Delta Family-Care Medical Plan (or corresponding subsidiary plan, if applicable)
        will, in all cases, govern whether a Participant or his dependents are eligible
        for COBRA coverage and accordingly whether such Participant or dependent
        will
        receive any payment of COBRA premiums by the Delta Employer in accordance
        with
        this Plan. If the Participant and/or dependent fail to meet these requirements,
        such Participant and/or dependent will not
        be
        eligible for COBRA continuation coverage at either the Delta Employer’s expense
        or their own.

      


      The
        Delta
        Employer’s payment of the COBRA premiums under this Plan will expire on the
        earlier of: (i) the end of the Severance Period; or (ii) the date the
        Participant’s or dependents’ eligibility for COBRA coverage ceases as provided
        under COBRA and the terms of the Delta Family-Care Medical Plan (or
        corresponding subsidiary plan, applicable). 

      


      Payment
        of Retiree Medical Premiums

      


      To
        the
        extent applicable, for those Participants who take special early, early or
        normal retirement at the time of their separation, and elect COBRA coverage,
        instead of retiree medical and/or dental coverage, the above section entitled
        “Payment of COBRA Premiums” will apply with respect to any Delta Employer-paid
        COBRA premium. If the Participant instead elects retiree medical and/or dental
        coverage, the Delta Employer will, as an alternative to paying COBRA premiums
        as
        described above, pay the retiree medical and/or dental premium for the
        Participant and their eligible, properly enrolled dependents during the
        Severance Period. In order to be eligible, the Participant must timely complete
        and return the separate retiree medical election form that is provided to
        employees at retirement. Failure to meet this requirement will result in
        no
        retiree medical coverage and therefore no payment of the retiree medical
        premium
        by the Delta Employer. If a Participant or his dependents become ineligible
        for
        Delta Retiree coverage for any reason or opt out of such coverage, all coverage
        will cease and the Delta Employer will have no responsibility to pay any
        further
        retiree medical and/or dental premiums under this Plan. 


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


      


      BASIC
        LIFE INSURANCE

      


      To
        the
        extent applicable, Participants will also have their basic life insurance
        coverage under the Delta Family-Care Disability and Survivorship Plan (or
        corresponding subsidiary plan, if applicable) continued for the Severance
        Period
        at the Delta Employer’s expense. The amount of coverage continued will be equal
        to the amount of basic life insurance coverage in effect immediately prior
        to
        separation up to a maximum of $50,000. If a Participant instead shall have
        reached early retirement age at the time of his or her separation, he or
        she
        will not be eligible for this continuation of basic life coverage but instead
        will receive the standard retiree basic life coverage (currently $10,000
        at
        Delta Air Lines, Inc.). 

       

      TRAVEL
        PRIVILEGES

      


      During
        the Severance Period, a Participant will be eligible for continued travel
        privileges comparable to the Delta Employer’s travel policy as in effect for
        similarly situated active employees during such period.

       

      Family
        status changes (marriage, divorce, adoption or birth of child) that occur
        during
        the Severance Period must be reported to the Employee Service Center (or
        corresponding subsidiary administrator) within 30 days of the status change.
        Failure to do so will result in the ineligibility of the new family member
        for
        travel privileges described under this Plan. 

      


      Notwithstanding
        anything in this Plan, all travel privileges shall be governed by all applicable
        rules and procedures which are generally applicable at the time the travel
        privileges are used, except as expressly modified in this Plan. In accordance
        with HRPM 1014, travel privileges may be used for pleasure, vacation, or
        personal emergency, but may not be used for any type of business or professional
        activity. Any violation of the rules governing non-revenue and reduced rate
        travel may result in the suspension or termination of all travel
        privileges. Please
        note that the Delta Employer’s travel policy (as applied to active and/or
        terminated employees) is subject to change at any time at the Delta
        Employer’s discretion.

      


      CAREER
        TRANSITION SERVICES

      


      
        	·	
                Participants
                  are eligible to receive career transition services valued at up
                  to $5,000
                  at a career transition services firm chosen by the Delta
                  Employer.

              


      

      
        	·	
                These
                  career transition services may include seminars, job search work
                  teams,
                  productivity clinic, resumé preparation, assessments, resource library,
                  on-line database, job lead development, individual counseling,
                  administrative support, computer lab, and workspace
                  phone/fax.

              


      


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      


      
        	·	
                The
                  eligibility to receive these services will expire upon the employee
                  becoming employed or the expiration of the Severance Period, whichever
                  occurs first.

              


      

      


      FINANCIAL
        PLANNING SERVICES

      


      
        	·	
                Participants
                  are eligible for continuation of the financial planning services
                  for which
                  they are eligible at the time of their separation from the Delta
                  Employer.

              


      

      
        	·	
                The
                  eligibility to receive these services will expire at the conclusion
                  of the
                  calendar year in which the Participant separates from the Delta
                  Employer,
                  even if that occurs during the Severance
                  Period.

              


      

       

      SECTION
        409A OF THE INTERNAL REVENUE CODE

      


      To
        the
        extent required to be in compliance with Section 409A of the Internal Revenue
        Code and the regulations promulgated thereunder (together, “Section
        409A”),
        notwithstanding any other provision of this Plan, any payment or benefit
        to
        which a Participant is eligible under this Plan shall be adjusted or delayed
        in
        such manner as to comply with Section 409A and maintain the intent of this
        Plan
        to the maximum extent possible. For example, compliance with Section 409A
        could
        require a significant delay of payment or commencement of benefits beyond
        separation in certain circumstances.

      


      AMENDMENT

      


      The
        Company can amend or terminate this Plan at any time; provided,
        however,
        that (i)
        while
        the Company remains a debtor under the protection of the U.S. Bankruptcy
        Court,
        the Company will amend this Plan to enhance payments or benefits hereunder
        only
        upon further order of the U.S. Bankruptcy Court and (ii) with respect to
        any
        person who is or was a Participant during the period between the Effective
        Date
        and the Company’s emergence from chapter 11 (“Emergence”)
        (inclusive), no amendment to or termination of this Plan that is adverse
        to such
        Participant hereunder and that is made following the Company’s Emergence or a
        Change in Control shall be effective until one year following Emergence or,
        if
        later, six months following a Change in Control, provided,
        that
        the transaction resulting in such Change in Control is announced prior to
        the
        expiration of the one year period following Emergence and provided,
        further,
        that
        for purposes of this Section only, all references to “20%” in the definition of
        Change in Control shall be deemed to be references to “35%”. Unless otherwise
        extended, this Plan shall terminate upon the later of (i) one year following
        Emergence or (ii) six months following a Change in Control that is announced
        prior to the expiration of the one year period following Emergence.

      


      SUCCESSORS
        AND ASSIGNS

      


      This
        Plan
        shall be binding upon the Company’s successors and assigns.


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      


      


      GOVERNING
        LAW

      


      This
        Plan
        is governed by the Employee Retirement Income Security Act of 1974, as amended
        (“ERISA”),
        but
        it is intended to qualify as a plan maintained for the purpose of providing
        benefits to a select group of management or highly compensated employees.
        As
        such, it is exempt from certain provisions of ERISA pursuant to ERISA Sections
        201(2), 301(a)(3), 401(a)(1) and 4021(b) and applicable regulations (including
        Department of Labor Regulation 2520.104-23). However, some of the underlying
        benefits provided for under the terms of this Plan, such as travel privileges,
        financial planning and career transition services are not governed by ERISA,
        and
        their inclusion in this Plan does not deem them subject to ERISA. 

       

      PLAN
        ADMINISTRATION

      


      Attachment
        B contains further provisions regarding Plan administration, interpretation
        and
        claims appeal procedures and shall be considered a part of this Plan as if
        contained herein.


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      


      ATTACHMENT
        A

      CHANGE
        IN CONTROL DEFINITION

      


      “Change
        in Control”
means
        occurrence of any of the following: 

      


      (a)
        any
        person or group of persons (within the meaning of the Securities Exchange
        Act of
        1934, but in no event including the Creditors As a Group (as defined below),
        a
“Person”),
        shall
        have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
        by the Securities and Exchange Commission under the Securities Exchange Act
        of
        1934) of 20% or more of the issued and outstanding shares of common stock
        of the
        Company having the right to vote for the election of directors of the Company
        under ordinary circumstances other than any employee benefit plan of the
        Company
        or any of its subsidiaries or any Person organized, appointed or established
        by
        the Company or any of its Subsidiaries for, or pursuant to, the terms of
        any
        such employee benefit plan; or 

      


      (b)
        during any period of twelve consecutive calendar months, individuals who
        at the
        beginning of such period constituted the board of directors of the Company
        (together with any new directors whose election by the board of directors
        of the
        Company or whose nomination for election by the Company’s stockholders was (x)
        approved by a vote of at least two-thirds of the directors then still in
        office
        who either were directors at the beginning of such period or whose election
        or
        nomination for election was previously so approved or (y) effected pursuant
        to
        the plan of reorganization upon the Company’s Emergence) cease for any reason
        other than death or disability to constitute a majority of the directors
        then in
        office; or 

      


      (c)
        the
        sale or other disposition of all or substantially all of the assets of the
        Company, other than to any corporation with respect to which, immediately
        following such sale or other disposition, (x) (A) more than 50% of,
        respectively, the then-outstanding shares of common stock of such corporation
        and the combined voting power of the then outstanding voting securities of
        such
        corporation entitled to vote generally in the election of directors is then
        beneficially owned, directly or indirectly, by all or substantially all of
        the
        individuals and entities who were the beneficial owners, directly or indirectly,
        of the voting stock outstanding immediately prior to such sale or other
        disposition of assets, (B) no Person (but excluding for this purpose any
        Person
        beneficially owning, immediately prior to such sale or other disposition,
        directly or indirectly, 20% or more of the voting power of the outstanding
        voting stock) beneficially owns, directly or indirectly, 20% or more of,
        respectively, the then-outstanding shares of common stock of such corporation
        or
        the combined voting power of the then-outstanding voting securities of such
        corporation entitled to vote generally in the election of directors and (C)
        at
        least a majority of the members of the board of directors of such corporation
        were members of the board of directors of the Company at the time of the
        execution of the initial agreement or action of the board of directors of
        the
        Company providing for such sale or other disposition of assets of the Company
        or
        (y) the Creditors As a Group beneficially own more than 50% of, respectively,
        the then-outstanding shares of common stock of such 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      corporation
        and the combined voting power of the then-outstanding voting securities of
        such
        corporation entitled to vote generally in the election of directors unless
        any
        one or more Creditors acting together, other than the Creditors As a Group,
        beneficially owns, directly or indirectly, 20% or more of, respectively,
        the
        then- outstanding shares of common stock of such corporation or the combined
        voting power of the then outstanding voting securities of such corporation
        entitled to vote generally in the election of directors; or

      


      (d) a
        reorganization, merger or consolidation of the Company is consummated, in
        each
        case, unless, immediately following such reorganization, merger or
        consolidation, (x) (A) more than 50% of, respectively, the then-outstanding
        shares of common stock of the corporation resulting from such reorganization,
        merger or consolidation and the combined voting power of the then-outstanding
        voting securities of such corporation entitled to vote generally in the election
        of directors is then beneficially owned, directly or indirectly, by all or
        substantially all of the individuals and entities who were the beneficial
        owners
        of the Company’s voting stock outstanding immediately prior to such
        reorganization, merger or consolidation, (B) no Person (but excluding for
        this
        purpose any Person beneficially owning, immediately prior to such
        reorganization, merger or consolidation, directly or indirectly, 20% or more
        of
        the voting power of the outstanding Company’s voting stock) beneficially owns,
        directly or indirectly, 20% or more of, respectively, the then-outstanding
        shares of common stock of the corporation resulting from such reorganization,
        merger or consolidation or the combined voting power of the then-outstanding
        voting securities of such corporation entitled to vote generally in the election
        of directors and (C) at least a majority of the members of the board of
        directors of the corporation resulting from such reorganization, merger or
        consolidation were members of the board of directors of the Company at the
        time
        of the execution of the initial agreement providing for such reorganization,
        merger or consolidation or (y) the Creditors As a Group beneficially own
        more
        than 50% of, respectively, the then outstanding shares of common stock of
        such
        corporation and the combined voting power of the then-outstanding voting
        securities of such corporation entitled to vote generally in the election
        of
        directors unless any one or more Creditors acting together, other than the
        Creditors As a Group, beneficially owns, directly or indirectly, 20% or more
        of,
        respectively, the then- outstanding shares of common stock of such corporation
        or the combined voting power of the then outstanding voting securities of
        such
        corporation entitled to vote generally in the election of
        directors.

      


      “Creditor”
means
        any creditor of the Company in the Company’s chapter 11 case with respect to
        beneficial ownership, direct or indirect, of the Company’s capital stock, or the
        shares of any other corporation, however acquired.

      


      “Creditors
        As a Group”
means
        the creditors of the Company in the Company’s chapter 11 case to the extent of
        such creditors’ beneficial ownership, direct or indirect, of shares of the
        Company’s capital stock or assets of the Company acquired in exchange for
        relinquishment of such creditors’ pre-petition claims against the
        Company.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      ATTACHMENT
        B

      PLAN
        ADMINISTRATION, INTERPRETATION AND CLAIMS APPEAL PROCEDURE

      


      


      PLAN
        ADMINISTRATION AND INTERPRETATION 

      


      The
        Plan
        Administrator is the Vice President - Compensation and Benefits of Delta
        Air
        Lines (or, in the absence of such officer, any other Officer of Delta Air
        Lines
        designated by the Personnel & Compensation Committee of the Board of
        Directors of Delta Air Lines). The Plan Year is January 1 to December 31.
        Benefits from this Plan are paid from the general assets of Delta. 

      


      The
        Plan
        Administrator, or its delegate, has the full power and authority, in its
        sole
        discretion to construe, interpret and administer this Plan and its decisions
        shall be final and binding. The Plan Administrator shall have the broadest
        discretionary authority permitted under law in the exercise of all its functions
        including, but not limited to, deciding questions of eligibility, interpretation
        and the right to benefits hereunder.

      


      Notwithstanding
        any other provision of this Plan, this Plan shall not govern the terms and
        conditions of the medical coverage, dental coverage, life insurance coverage
        and
        travel privileges that a terminated participant continues to receive as a
        result
        of the payment of premiums or extension of eligibility for such benefits
        in
        accordance with the terms of this Plan. Instead, the terms and conditions
        of the
        underlying plans providing those benefits shall control the terms and condition
        of such benefits and privileges. 

      


      PLAN
        CLAIMS AND APPEALS

      


      Filing
        a Claim

      


      All
        claims for benefits under this Plan must be submitted in writing to the Vice
        President - Compensation and Benefits of Delta Air Lines. If
        a
        claim is denied, the claimant will receive written notification of the denial
        within 90 days after the claim is properly and completely filed. Special
        circumstances may require an additional period of no more than 90 days. In
        that
        event, the claimant will receive a written notice of the special circumstances
        requiring the extension and the date when the claimant may expect a decision
        on
        the claim. If the claimant is not furnished with written notification of
        the
        decision on the claim within 90 days (or within 180 days if an extension
        is
        necessary) after the claim is properly and completely filed, the claimant
        or
        his/her authorized representative may request a review of the claim under
        the
        appeal procedures described below.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Appeal
        Procedures for Denied Claims

      


      If
        a
        claimant is dissatisfied with a denial of a claim under the Plan, the claimant
        has the right to appeal the denial. All appeals must be addressed to the
        proper
        party in a timely manner. All
        appeal time deadlines will be strictly enforced.

      


      If
        claimant desires a review of a denial, he/she or his/her representative
        designated in writing must submit a written request that is received by the
        Plan
        Administrator within 90 days of the date of this Plan’s letter denying benefits.
        The date of the denial indicated on the denial letter counts as day one in
        determining this 90-day period and the Plan Administrator expressly reserves
        the
        right to refuse to consider tardy appeals. 

      


      The
        claimant will be notified in writing of the decision on review within 60
        days
        after the Plan Administrator receives the review request. If the claim denial
        is
        upheld, the claimant will be so advised and informed of the reason, the
        provisions of the Plan document upon which the denial was based, and, if
        applicable, an explanation of other relevant material or information necessary
        to perfect the claim. The Plan Administrator may take an additional 60 days
        to
        inform a claimant of a decision if special circumstances require an extension
        of
        processing time and the Plan Administrator has notified the claimant in writing
        that there will be a delay, the reasons for needing more time, and the date
        by
        which the final decision will be made.

      


      Review
        by
        the Plan Administrator is made only upon the written record. The claimant
        or a
        representative designated by the claimant in writing may review pertinent
        documents relating to the denial and may submit comments, a statement of
        issues,
        and/or additional documentary evidence if desired. Personal appearances are
        not
        permitted.

      


      A
        claimant must timely exhaust the administrative remedies allowed under this
        Plan
        as described above before filing any legal action on a claim. The previously
        described procedure is the exclusive administrative claims procedure provided
        under this Plan.