Exhibit 10.1


    
      
        

      

    

    Exhibit
      10.1

     

    

     

    Internal
      Memorandum 

       

      Date: December
        23, 2005

    

    
      
 

      
        	
                To:

              	
                Jim
                  Whitehurst, Chief Operating Officer

              
	 	 
	
                From:

              	
                Rob
                  Kight, Vice President - Compensation &
                  Benefits

              
	 	 
	
                Subject: 

              	
                Relinquishment
                  of Right to Receive Shares of Restricted
                  Stock 

              
	 	 


      

      On
        January 1, 2002, you received an award of restricted shares of
        Delta Air Lines, Inc. common stock in connection with your joining Delta.
        Pursuant to the terms of the award, the shares were subject to restrictions
        that
        lapse with respect to 25% of the original award on each of the first four
        anniversaries of the original award date, subject to your continued employment
        with Delta. To the extent dividends accrue on the awarded shares, those
        dividends are accrued in the form of additional shares of common stock subject
        to the same restrictions as the awarded shares. 

      


      In
        accordance with the terms of your award, the restrictions on 3,750 shares
        of
        common stock, plus 37 dividend shares, are scheduled to lapse on January
        1,
        2006. Pursuant to your discussion with Craig Whipple, this is to confirm
        that
        you wish to relinquish your right to receive the 3,787 shares of common stock
        described above. Please note that, once made, your election to relinquish
        these
        shares is irrevocable, and your right to receive the shares is extinguished.
        

      


      If
        you
        wish to relinquish your right to receive the above-described 3,787 shares
        of
        common stock, please execute this memo as indicated below, have your signature
        notarized, and return the executed memo to Craig Whipple no later than the
        close
        of business on Friday, December 30, 2005.

      
 

      
        	 	/s/
                Robert L. Kight
	 	Robert
                L. Kight
	 	 


      

      


       

      I
        hereby
        irrevocably relinquish any and all right I have to receive the above-referenced
        3,787 shares of Delta common stock.

      


      


      
        	
                Employee

                Signature:

              	
                 

                /s/
                  James M.
                  Whitehurst                                     

              	
                 

                Date: 
                  December 23, 2005

              	
                 

              


      

      


      Sworn
        to
        and subscribed before me

      this
           23rd day of December,
        2005.

      


      


      


        /s/
        Debbie S.
        Leslie                                                      

      Notary
        Public

      


      My
        commission expires   Notary Public, Cobb County,
        Georgia          

                     
        My Commission Expires August 16,
        2008