<PAGE>

                                                                   Exhibit 10.21

                    FIRST AMENDMENT TO 2002 RETENTION PROGRAM

         First Amendment (this "AMENDMENT") to the Delta Air Lines, Inc. 2002
Retention Program dated as of July 24, 2003 by and between Delta Air Lines,
Inc., a Delaware corporation ("DELTA"), and __________ ("EXECUTIVE").

         WHEREAS, on January 23, 2002, the Personnel & Compensation Committee
(the "COMMITTEE") of Delta's Board of Directors adopted the 2002 Retention
Program (the "RETENTION PROGRAM");

         WHEREAS, on January 23, 2002, the Committee granted Executive a
retention award opportunity (a "RETENTION AWARD") subject to the terms of the
Retention Program; and

         WHEREAS, Delta and Executive have determined that it is in the best
interest of Delta and Executive to amend the terms of the Retention Program as
it relates to Executive as set forth herein;

         NOW, THEREFORE, in consideration of the foregoing, the agreements set
forth below and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

         SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Retention Program
has the meaning assigned to such term in the Retention Program. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar reference
contained in the Retention Program shall, as it relates to Executive after this
Amendment becomes effective, refer to the Retention Program as amended hereby.

         SECTION 2. Amendment to Section 4 of the Retention Program. Section 4
of the Retention Program is hereby amended in its entirety to read as follows:

         4.       General Rules Regarding Vesting and Payment of Retention
         Awards

                  Subject to the terms of the Program:

                  a.       Vesting and Payment of First Installment. 33.3% of a
         participant's Retention Award shall vest on April 2, 2004 and be paid
         in cash within 30 days thereafter if the participant is continuously
         employed by Delta from January 1, 2002 through and including April 2,
         2004.

<PAGE>

                  b.       Vesting and Payment of Second Installment. 33.3% of a
         participant's Retention Award shall vest on April 2, 2005 and be paid
         in cash within 30 days thereafter if the participant is continuously
         employed by Delta from January 1, 2002 through and including April 2,
         2005.

                  c.       Vesting and Payment of Third Installment. The balance
         of a participant's Retention Award shall vest on April 2, 2006 and be
         paid in cash within 30 days thereafter if the participant is
         continuously employed by Delta from January 1, 2002 through and
         including April 2, 2006.

         SECTION 3. Amendment to Section 5 of the Retention Program. Section 5
of the Retention Program is hereby amended in its entirety to read as follows:

         5.       Special Rules Regarding Vesting and Payment of Retention
         Awards

                  The General Rules Regarding the Vesting and Payment of
         Retention Awards in Section 4 of the Program are subject to the
         following terms:

                  a.       Termination of Employment On or Before April 2, 2004
         Because of Disability or Death. If a participant's employment with
         Delta terminates on or before April 2, 2004 due to Disability (as
         defined in the Delta 2000 Performance Compensation Plan) or death, a
         pro rata portion of the participant's Retention Award shall vest on the
         date of such termination of employment and be paid in cash within 30
         days thereafter. The pro rata portion of the participant's Retention
         Award which shall vest under this Section 5(a) will be determined by
         multiplying the Retention Award by a fraction, (i) the numerator of
         which is the number of full and partial months (rounded to two decimal
         places) the participant was continuously employed by Delta during the
         period beginning on January 1, 2002 and ending on the date of such
         termination of employment; and (ii) the denominator of which is 27,
         provided, however, that in no event shall such fraction be greater than
         1.

                  b.       Termination of Employment During the Period Beginning
         April 3, 2004 and Ending April 2, 2006 Because of Disability or Death.
         If a participant's employment with Delta terminates during the period
         beginning April 3, 2004 and ending April 2, 2006 due to Disability or
         death, any unvested portion of the participant's Retention Award shall
         vest on the date of such termination of employment and be paid in cash
         within 30 days thereafter.

                  c.       Termination of Employment for Reasons Other Than
         Disability or Death. Except to the extent otherwise determined by the
         Committee, if a participant's employment with Delta terminates on or
         before April 2, 2006 for any reason other than Disability or death, any

                                        2

<PAGE>

         unvested portion of the participant's Retention Award shall immediately
         lapse and be forfeited at the time of such termination of employment.
         Any vested portion of the participant's Retention Award which has not
         been paid as of such termination of employment shall be paid in
         accordance with the terms of the Program.

                  d.       Change in Control On or Before April 2, 2004. If, on
         or before April 2, 2004, there is a Change in Control (as defined in
         the Delta 2000 Performance Compensation Plan) while a participant is
         employed by Delta, a pro rata portion of the participant's Retention
         Award shall vest on the date of the Change in Control and be paid in
         cash within 30 days thereafter. The pro rata portion of the
         participant's Retention Award which shall vest under this Section 5(d)
         will be determined by multiplying the Retention Award by a fraction,
         (i) the numerator of which is the number of full and partial months
         (rounded to two decimal places) the participant was continuously
         employed by Delta during the period beginning on January 1, 2002 and
         ending on the date of the Change in Control; and (ii) the denominator
         of which is 27, provided, however, that in no event shall such fraction
         be greater than 1.

                  e.       Change in Control During Period Beginning April 3,
         2004 and Ending April 2, 2006. If, during the period beginning April 3,
         2004 and ending April 2, 2006, there is a Change in Control while a
         participant is employed by Delta, any unvested portion of the
         participant's Retention Award shall vest on the date of the Change in
         Control and be paid in cash within 30 days thereafter.

                  f.       Discharge of Liabilities. The payment to a
         participant of amounts due under Section 5(d) or Section 5(e) of the
         Program shall discharge all liabilities of Delta to the participant (i)
         under the Program; and (ii) only with respect to the Program, under any
         executive retention protection agreement or employment agreement
         between Delta and the participant.

         SECTION 4. Amendment to Section 10 of the Retention Program. Section 10
of the Retention Program is hereby amended in its entirety to read as follows:

         10.      Waiver of Retention Award in Connection With the Emergency
         Wartime Supplemental Appropriations Act of 2003

                  Notwithstanding anything in the Program to the contrary, in
         the event the Committee shall determine in its reasonable discretion
         that making any payment to which a participant may be otherwise
         entitled under the Program would cause Delta to violate its agreement
         to limit "Total Cash Compensation" to "Executive Officers" (each as
         defined under the agreement between Delta and the United States of
         America dated May 6, 2003 (the "Government Contract") entered into
         pursuant to

                                        3

<PAGE>

         the Emergency Wartime Supplemental Appropriations Act of 2003) under
         Paragraph 4.1 of the Government Contract, such participant shall not be
         entitled to such payment and, instead, the Committee shall reduce such
         payment (in whole or in part) by an amount, determined by the Committee
         in its reasonable discretion, such that Delta shall not be in such
         violation. Further, in the event the Committee determines in its
         reasonable discretion that any previously made payment to a participant
         under the Program would cause Delta to violate Paragraph 4.1 of the
         Government Contract (such payment, an "Excess Payment"), upon
         notification from the Committee, such participant shall promptly repay
         such Excess Payment to Delta. Delta shall have the right to set-off any
         Excess Amount against any obligation to make a payment or honor a
         commitment to a participant.

         SECTION 5. Waiver of Delta's Negative Discretion in Connection with
Long-Term Performance Award. In consideration for the amendments to the
Retention Program as set forth herein, provided that Executive's employment with
Delta continues through December 31, 2003, Delta hereby waives the Committee's
right pursuant to Section 6 of Executive's Performance-Based Restricted Stock
Agreement dated January 25, 2001 to reduce the amount of Executive's performance
award payable in calendar year 2004 thereunder.

         SECTION 6. Effectiveness. This Amendment shall be effective as of the
date first above written.

         SECTION 7. Effect of Amendment. Except as amended or waived hereby, all
of the provisions of the Retention Program shall remain in full force and effect
without modification or waiver.

         SECTION 8. Entire Agreement. This Amendment constitutes the entire
agreement between Delta and Executive with respect to the subject matter hereof,
and supersedes any other prior agreement, written or oral, between the parties
with respect thereto. This Amendment may only be amended by written instrument
signed by both Delta and Executive.

         SECTION 9. Governing Law. This Amendment and all determinations made
and actions taken hereunder shall be governed by the internal substantive laws,
and not the choice of law rules, of the State of Georgia, and construed
accordingly, to the extent not superseded by applicable federal law.

         SECTION 10. Successors. This Amendment shall be binding upon
Executive's personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.

                                        4

<PAGE>

         IN WITNESS WHEREOF, Delta and Executive have executed this Amendment.

EXECUTIVE                                       Delta Air Lines, Inc.

                                                By:
                                                    ----------------------------
-------------------                             Name:  [David Goode]
[Executive]                                     Title: [Chairman, Personnel &
                                                       Compensation Committee]