DELTA AIR LINES, INC.
 
                                 FIRST AMENDMENT
                                       TO
                          DELTASHARE STOCK OPTION PLAN
 
      THIS FIRST AMENDMENT ("Amendment") to the Delta Air Lines, Inc. DeltaShare
Stock Option Plan (the "Plan") amends the Plan effective as of such time as this
Amendment is approved by the shareowners of the Company. Capitalized terms not
otherwise defined herein will have the meaning ascribed to such terms in the
Plan.
 
      1. Section 2.16 of the Plan is amended and restated to read in its
entirety as follows:
 
            "2.16 "Stock" means the Common Stock, $1.50 par value, of the
      Company."
 
      2. Section 4.1 of the Plan is amended and restated to read in its entirety
as follows:
 
            "4.1 Stock Reserved. The total number of shares of Stock reserved
      and available for distribution under the Plan shall be 29,400,000, which
      number reflects the two-for-one split of the Common Stock of the Company
      effective in 1998. Stock issued under the Plan may be either authorized
      and unissued shares or treasury shares. Notwithstanding the foregoing,
      such number of shares of Stock as are subject to Stock Options that are
      cancelled pursuant to the Stock Option Exchange Program (as defined in
      Article 12 hereof) and as are necessary to grant Replacement Options (as
      defined in Article 12 hereof) in exchange for such cancelled Stock Options
      will again be available for distribution pursuant to such Replacement
      Options and, otherwise, shares of Stock subject to such cancelled Stock
      Options will not be available for distribution under the Plan."
 
      3. The Plan is amended to add the following Article 12, which reads in its
entirety as follows:
 
                   "ARTICLE 12 - STOCK OPTION EXCHANGE PROGRAM
 
            12.1 In General. At such time as the Committee determines advisable,
      the Company will be permitted (but not required) to offer certain
      Participants, to be designated by the Committee in its sole discretion
      ("Eligible Participants"), who hold Eligible Options (as defined below), a
      one-time opportunity to elect to surrender such Eligible Participant's
      Eligible Options for cancellation ("Surrendered Options") in exchange for
      the grant of replacement options to purchase shares of Stock to be granted
      under the Plan ("Replacement Options") on a date to be determined by the
      Committee that is no less than six months and one day following the
      cancellation of such Surrendered Options (such exchange,
<PAGE>
      the "Stock Option Exchange Program"). The Stock Option Exchange Program
      and the Replacement Options shall have the terms and conditions set forth
      or provided for in this Article 12. Except to the extent otherwise
      determined by the Committee, the Stock Option Exchange Program will be
      structured so that the Company avoids incurring financial accounting
      charges as a result thereof.
 
            To participate in the Stock Option Exchange Program and receive any
      grant of Replacement Options, a Participant must be an Eligible
      Participant on each of the following dates: (i) the date the Stock Option
      Exchange Program commences, (ii) the date the period during which
      Surrendered Options may be surrendered for cancellation pursuant to the
      Stock Option Exchange Program expires and (iii) the date of grant of the
      Replacement Options.
 
            12.2 Eligible Options. For purposes of the Stock Option Exchange
      Program, the term "Eligible Option" shall mean an outstanding Stock Option
      granted under the Plan having an Option Price equal to or in excess of
      $25.00 per share.
 
            12.3 Exchange Ratio. In exchange for three shares of Stock subject
      to Surrendered Options, a Replacement Option to purchase one share of
      Stock will be granted, subject to any adjustments for transactions or
      events specified in Section 4.2 of the Plan. Notwithstanding the
      foregoing, if the number of shares subject to a Replacement Option
      determined by application of the foregoing exchange ratio is a fractional
      number, such fractional number will be rounded up to the nearest whole
      number for the purposes of determining the number of such shares. In
      determining the number of Replacement Options to be granted in exchange
      for Surrendered Options, the foregoing exchange ratio shall be applied
      separately to Surrendered Options having the same Grant Date and the
      resulting number of Replacement Options shall then be rounded in
      accordance with the foregoing.
 
            12.4 Terms of Replacement Options. Notwithstanding any other
      provision of the Plan, Replacement Options shall have the terms set forth
      in this Section 12.4 and such other terms and conditions as may be
      determined by the Committee in accordance with the provisions hereof.
 
                  12.4.1. Exercise Price. The price at which a share of Stock
      covered by a Replacement Option may be purchased shall be the closing
      price of the Stock on the New York Stock Exchange on the date of grant, if
      the date is a trading day, and, if not, on the previous trading day.
 
                  12.4.2. Option Exercise Period and Term. Each Replacement
      Option will become exercisable on the first anniversary of its date of
      grant and immediately exercisable, vested and nonforfeitable upon a change
      in control of the Company. For the purpose of the foregoing, a "change in
      control of the Company" shall have such meaning as may be determined by
      the Committee in
 
                                       2
<PAGE>
      accordance with the provisions hereof. Subject to Article 7 of the Plan,
      each Replacement Option, once exercisable, will be exercisable for the
      remaining term of the Surrendered Options in exchange for which it is
      granted and for an additional period of time beyond such remaining term
      equal to the period of time from the date of cancellation of such
      Surrendered Options through and including the date of grant of such
      Replacement Option. Following such period for which a Replacement Option
      is exercisable, such Replacement Option shall expire and no shares of
      Stock may be purchased thereunder.
 
                  12.4.3. Non-Qualified Options. All Replacement Options shall
      be deemed "non-qualified" for purposes of the Internal Revenue Code of
      1986, as amended from time to time, and any successor thereto.
 
            12.5 Administration. In addition to the authority of the Committee
      set forth in Section 3.2 of the Plan, which authority the Committee shall
      have with respect to the Stock Option Exchange Program and the Replacement
      Options, the Committee shall have full discretionary authority to
      establish rules, terms and conditions for the commencement, continuation
      and/or consummation of the Stock Option Exchange Program, to establish the
      forms of award agreements for Replacement Options, to determine the extent
      to which the Stock Option Exchange Program will result in the Company
      incurring financial accounting charges and to adopt such further rules,
      terms and conditions relating to the Stock Option Exchange Program and the
      Replacement Options that are consistent with the provisions set forth in
      this Article 12, including, without limitation, provisions specifying
      and/or limiting the Eligible Participants. The Committee will have total
      and exclusive responsibility to control, operate, manage and administer
      the Stock Option Exchange Program in accordance with its terms and
      conditions and all the authority that may be necessary or helpful to
      enable it to discharge its responsibilities with respect to the Stock
      Option Exchange Program. Without limiting the generality of the preceding
      sentences, the Committee will have the exclusive right to interpret the
      Stock Option Exchange Program, decide all questions concerning eligibility
      for and the terms of the exchange pursuant to the Stock Option Exchange
      Program, construe any ambiguous provision of the Stock Option Exchange
      Program, correct any default, supply any omission, reconcile any
      inconsistency, and decide all questions arising in the administration,
      interpretation and application of the Stock Option Exchange Program. The
      Committee will have full discretionary authority in all matters related to
      the discharge of its responsibilities and the exercise of its authority
      under the Program, including, without limitation, its construction of the
      terms of the Stock Option Exchange Program. It is the intent of the Stock
      Option Exchange Program that the decisions of the Committee and its
      actions with respect to the Stock Option Exchange Program will be final
      and binding upon all persons having or claiming to have any right or
      interest in or under the Stock Option Exchange Program.
 
                                       3
<PAGE>
            Without limiting the generality of the foregoing, the Committee
      shall have the right in its sole discretion to provide for such
      modifications and additional terms and conditions ("special terms") to the
      Stock Option Exchange Program as the Committee may consider necessary or
      appropriate to accommodate differences in local law, policy or custom, or
      to facilitate administration of the Stock Option Exchange Program. The
      Committee may adopt or approve sub-plans, appendices or supplements to, or
      amendments, restatements, or alternative versions of, the Stock Option
      Exchange Program as it may consider necessary or appropriate for purposes
      of implementing any special terms, without thereby affecting the terms of
      the Stock Option Exchange Program."
 
      4. All references in the Plan and this Amendment to the "Plan" shall be
deemed to be references to the Plan as amended hereby. Unless the context
requires otherwise, references in Sections 3.2, 4.2, 6.2, 6.5, 6.6, 6.7, 7.2,
7.3, 9.4, 9.6 and the first sentence of Section 7.1 of the Plan to "Stock
Options," "Participants" and "Option Price" shall, in addition, be deemed to be
references to "Replacement Options," "Eligible Participants" and "the price at
which a share of Stock covered by a Replacement Option may be purchased" (as
described in Section 12.4.1), respectively.
 
      5. This Amendment does not supersede the terms and conditions of the Plan,
except to the extent expressly described herein, and the Plan, as amended
hereby, shall remain in full force and effect as so amended.
 
                                       4
 
</TEXT>
</DOCUMENT>

 

 

2000 PERFORMANCE COMPENSATION PLAN
                                   ARTICLE 1
                          ESTABLISHMENT AND OBJECTIVES
 
1.1  ESTABLISHMENT OF THE PLAN.  The Board of Directors and its Personnel &
Compensation Committee adopted the Plan, subject to approval by the shareowners
at the annual meeting of shareowners held October 25, 2000.
 
1.2  OBJECTIVES OF THE PLAN.  The objectives of the Plan are to facilitate
Delta's achievement of superior financial and operational performance by:
 
        a.  providing incentives and rewards to Employees who are in a position
to contribute materially to Delta's success and the achievement of Delta's
short-term and long-term objectives;
 
        b.  aiding in the recruitment and retention of Employees of outstanding
ability;
 
        c.  promoting teamwork among Employees and excellence in individual
performance; and
 
        d.  increasing Employees' proprietary interest in Delta's success
through increased direct ownership of Delta Common Stock and other incentives
related to the value of Delta Common Stock.
 
                                   ARTICLE 2
                          DEFINITIONS AND CONSTRUCTION
 
2.1  DEFINED WORDS.  In the Plan, the following words shall be defined as set
forth below:
 
    2.1.1  "AWARD"  means an Incentive Award, Stock Option, Restricted Stock or
Other Equity-Based Award.
 
    2.1.2  "AWARD AGREEMENT"  means the written or electronic document issued to
the Participant evidencing the grant of an Award.
 
    2.1.3  "CHANGE IN CONTROL"  is defined in Section 7.3.
 
    2.1.4  "CODE"  means the Internal Revenue Code of 1986, as amended from time
to time.
 
    2.1.5  "COMMITTEE"  means the Personnel & Compensation Committee of the
Board of Directors, or such other committee of the Board of Directors designated
by the Board of Directors to administer the Plan.
 
    2.1.6  "DELTA"  means Delta Air Lines, Inc., a Delaware corporation.
 
    2.1.7  "DELTA GROUP"  means Delta and/or a Subsidiary, as the context may
indicate.
 
    2.1.8  "DISABILITY"  means disability as determined under the disability
plan of Delta or a Subsidiary applicable to the Participant.
 
    2.1.9  "EMPLOYEE"  means any individual who performs services as a common
law employee for any member of the Delta Group.
 
    2.1.10  "EXCHANGE ACT"  means the Securities Exchange Act of 1934, as
amended from time to time.
 
                                      A-1
<PAGE>
    2.1.11  "FAIR MARKET VALUE"  means, on a given date, the opening or closing
price of Delta Common Stock, as determined by the Committee, on the New York
Stock Exchange on that date, if the date is a trading day, and, if not, on the
previous trading day.
 
    2.1.12  "INCENTIVE AWARD"  means an Award granted to a Participant under
Section 5.1.
 
    2.1.13  "INCENTIVE AWARD OPPORTUNITY"  means the various levels of Incentive
Award payouts that a Participant may earn under the Plan.
 
    2.1.14  "INCENTIVE AWARD FINAL AMOUNT"  means the actual Incentive Award
earned during a Performance Period by a Participant, as determined by the
Committee.
 
    2.1.15  "INCENTIVE AWARD REFERENCE AMOUNT"  means the greater of the
Incentive Award Target Amount for (a) Delta's most recently completed fiscal
year (or other period corresponding to the applicable Performance Period) prior
to a Change In Control, or (b) Delta's fiscal year (or other period
corresponding to the applicable Performance Period) that includes a Change In
Control. For purposes of the foregoing sentence, in calculating the amount of
the Incentive Award Target Amount for a Participant, the following process shall
apply: the target salary percentage applicable to the Participant for such
fiscal year (or other period corresponding to the applicable Performance Period)
shall be multiplied by the regular annual rate of pay which such Participant was
receiving as annual salary immediately prior to a Change In Control.
 
    2.1.16  "INCENTIVE AWARD TARGET AMOUNT"  means the Incentive Award that may
be paid to a Participant when "targeted" performance results, as established by
the Committee, are attained.
 
    2.1.17  "INCENTIVE STOCK OPTION"  means a Stock Option granted under
Section 5.2.2 that (a) meets the requirements of Section 422 of the Code and any
regulations or rules promulgated thereunder, and (b) is designated by the
Committee in the Award Agreement to be an Incentive Stock Option.
 
    2.1.18  "NON-QUALIFIED STOCK OPTION"  means any Stock Option granted under
Section 5.2 that is not an Incentive Stock Option.
 
    2.1.19  "162(M) AWARD"  means an Award designated by the Committee at the
time of grant as being intended to qualify for deduction pursuant to Code
Section 162(m).
 
    2.1.20  "162(M) AWARD PROCESS"  means the process described in Section 8.8.
 
    2.1.21  "162(M) PARTICIPANT"  means an officer of Delta who is at or above
the level of Executive Vice President or other Participant who the Committee
believes may become subject to Section 162(m) of the Code during the relevant
Performance Period.
 
    2.1.22  "OPTION EXERCISE PRICE"  means the price that must be paid to
receive one share of Delta Common Stock upon exercise of a Stock Option.
 
    2.1.23  "OTHER EQUITY-BASED AWARD"  means an Award granted under
Section 5.4, which is valued in whole or in part by reference to, or is
otherwise based on, Delta Common Stock.
 
    2.1.24  "PARTICIPANT"  means a person who has been granted an Award.
 
    2.1.25  "PERFORMANCE MEASURE"  means any one or more of the following
measures, which the Committee may designate as performance measures regarding
162(m) Awards:
 
        a.  any of the following financial measures: total shareowner return;
return on equity, assets, capital or investment; operating, pre-tax or after-tax
profit levels expressed in either absolute dollars, earnings per share, or
increases of the same; the market price of Delta Common Stock; economic or cash
value added; capitalization; net or operating profit margin; revenues or revenue
growth; pre-tax income or net income; expenses; cash flow, operating cash flow
or liquidity;
 
        b.  the results of employee satisfaction surveys;
 
                                      A-2
<PAGE>
        c.  the results of customer satisfaction surveys; and/or
 
        d.  other measures of quality, safety, productivity or process
improvement.
 
At the time the Committee determines the Performance Measures, it will specify
whether the Performance Measures will be determined by reference to (i) the
performance of Delta, a Subsidiary, and/or a division or unit of any of the
foregoing, and/or (ii) comparisons of any of the Performance Measures relative
to other companies or indices.
 
    2.1.26  "PERFORMANCE PERIOD"  means the performance period specified by the
Committee for measuring any performance criteria upon which an Award is
conditioned.
 
    2.1.27  "PERFORMANCE SHARE"  means an Award of the type described in
Section 5.4.1.
 
    2.1.28  "PERFORMANCE UNIT"  means an Award of the type described in
Section 5.4.1.
 
    2.1.29  "PLAN"  means this Delta 2000 Performance Compensation Plan as it
may be amended from time to time.
 
    2.1.30  "REGULAR EXPIRATION DATE"  means the date a Stock Option would
expire as specified in the Award Agreement, absent special events such as death,
demotion, termination of employment or other similar events.
 
    2.1.31  "REPORTING PERSON"  means an Employee who is subject to the
reporting requirements of Section 16 of the Exchange Act.
 
    2.1.32  "RESTRICTED STOCK"  means an Award of shares of Delta Common Stock
granted under Section 5.3, which is subject to the restrictions specified in the
Award Agreement.
 
    2.1.33  "RETIREMENT"  means retirement from active employment with Delta or
any of its Subsidiaries pursuant to the qualified defined benefit plan of such
entity applicable to the Participant. If any Subsidiary shall not have in effect
a qualified defined benefit plan at the time the Participant ceases active
employment with such Subsidiary (other than cessation of active employment due
to death, Disability, or transfer to any other member of the Delta Group) then,
with respect to such Participant, Retirement shall mean the cessation of active
employment at or after age 55.
 
    2.1.34  "STOCK OPTION"  means an Award granted under Section 5.2.
 
    2.1.35  "SUBSIDIARY"  means any entity of which Delta owns or otherwise
controls, directly or indirectly, stock or other ownership interests having the
voting power to elect a majority of the board of directors, or other governing
group having functions similar to a board of directors.
 
2.2  CONSTRUCTION.
 
    2.2.1  CONSTRUCTION.  Words defined in the Plan in the singular shall be
deemed to include the plural and vice versa. Headings of Articles and Sections
are provided for convenience and shall have no interpretative meaning.
 
    2.2.2  RULE 16B-3 COMPLIANCE.  To the extent possible, all transactions
under the Plan are intended to satisfy the requirements for exempt transactions
under Rule 16b-3 (and any successor provision) under the Exchange Act for each
Reporting Person. Such transactions include, without limitation, the grant of
any Award, the exercise of a Stock Option and the acquisition of Delta Common
Stock upon such exercise, the delivery (actually or by attestation) of Delta
Common Stock in payment of the Option Exercise Price, and withholding or
delivering (actually or by attestation) of Delta Common Stock in satisfaction of
tax obligations. If any provision of the Plan or of any terms of an Award would
otherwise frustrate or conflict with such intent, the provision shall be
interpreted and deemed amended so as to avoid such conflict.
 
                                      A-3
<PAGE>
                                   ARTICLE 3
                                 ADMINISTRATION
 
3.1  THE COMMITTEE.  The Plan shall be administered by the Committee.
 
3.2  AUTHORITY OF THE COMMITTEE.  The Committee shall have authority, in its
sole and absolute discretion and subject to the terms of the Plan, to do all of
the following:
 
        a.  interpret the Plan;
 
        b.  prescribe such rules and regulations as it deems necessary for the
proper operation and administration of the Plan, and amend or rescind any
existing rules or regulations relating to the Plan;
 
        c.  select Employees to receive Awards under the Plan;
 
        d.  determine the form of an Award;
 
        e.  for Awards that will be paid in Delta Common Stock, determine the
number of shares of Delta Common Stock subject to an Award, all the terms,
conditions, restrictions and/or limitations, if any, of an Award including,
without limitation, the timing or conditions of exercise or vesting, and the
terms of any Award Agreement (including, without limitation, providing for the
issuance of new Stock Options (i) equal in number to the sum of the number of
shares of Delta Common Stock delivered in payment of the Option Exercise Price
and the number of shares of Delta Common Stock withheld to satisfy tax
withholding requirements resulting from the Stock Option exercise, (ii) having
an Option Exercise Price of Fair Market Value, determined on the date of
issuance of the additional Stock Options, and (iii) subject to such other
restrictions and conditions as the Committee may prescribe);
 
        f.  for 162(m) Awards, establish and administer Performance Measures and
related performance goals and certify the level of performance attainment for
such Performance Measures and related performance goals;
 
        g.  prescribe rules or conditions applicable to all Awards, all Awards
of a specific type and/or specific Awards including, without limitation,
rules (i) about the impact of Retirement, Disability or termination of
employment upon the terms of an Award, or (ii) that require the forfeiture or
return of Awards upon (x) breach of covenants not to compete during or after
employment, (y) demotion, and (z) breach of any confidentiality obligation owed
to a member of the Delta Group;
 
        h.  waive or amend any terms, conditions, restrictions or limitations of
an Award;
 
        i.  in accordance with Article 4, adjust the number of shares of Delta
Common Stock available under the Plan or any Award;
 
        j.  accelerate the vesting, exercise or payment of an Award when such
actions would be in the best interest of Delta;
 
        k.  provide for the deferred payment of Awards (in cash or Delta Common
Stock) and the extent to which such payment shall be credited with interest,
dividend equivalents, etc.;
 
        l.  establish such subplans as the Committee may determine to be
necessary in order to implement and administer the Plan in foreign countries;
 
        m.  delegate its authorities and duties under the Plan to such other
individual(s) or committee(s) as the Committee may deem advisable, under such
conditions and subject to such limitations as the Committee may establish;
provided that (i) only the Committee shall have the authority to make grants to
162(m) Participants and Reporting Persons or to take any other actions regarding
Awards granted to, or held by, 162(m) Participants or Reporting Persons;
(ii) only the Committee shall have the authority to make grants to any Employee
who is a delegate under this Section 3.2(m) or to take any other actions
 
                                      A-4
<PAGE>
regarding Awards granted to, or held by, any Employee or former Employee who is
a delegate under this Section 3.2(m); (iii) only the Committee may specify
Performance Measures and certify the degree to which Performance Measures and
related goals have been achieved by 162(m) Participants and Reporting Persons;
and (iv) any delegation that includes the authority to grant Awards that involve
the issuance of Delta Common Stock shall include limitations as to the dollar
value and/or numbers of shares of Delta Common Stock to be issued; and
 
        n.  take any and all other action it deems necessary or advisable for
the proper operation or administration of the Plan.
 
3.3  EFFECT OF DETERMINATIONS.  All determinations of the Committee shall be
final, binding and conclusive on all persons having an interest in the Plan or
in any Award.
 
3.4  NO LIABILITY.  No member of the Committee, and no other person acting as a
delegate of the Committee in respect of the Plan, shall be liable for any losses
incurred by any Participant (or his or her estate or beneficiary) resulting from
any action, interpretation or construction made with respect to the Plan or any
Award.
 
3.5  INDEMNIFICATION OF COMMITTEE.  Delta shall indemnify, to the full extent
permitted by law, each person made or threatened to be made a party to any civil
or criminal action or proceeding by reason of the fact that such person is or
was a member of the Committee or a delegate of the Committee so acting.
 
                                   ARTICLE 4
           SHARES AVAILABLE FOR ISSUANCE UNDER PLAN, ADJUSTMENTS AND
                                 MAXIMUM AWARDS
 
4.1  SHARES AVAILABLE.  The total number of shares of Delta Common Stock
reserved and available for distribution under the Plan pursuant to Awards made
on or after October 25, 2000 shall be 16,000,000, subject to adjustment as
provided in this Article 4. Delta Common Stock issued under the Plan may be
authorized but unissued shares or treasury shares. The Plan also amends and
restates the Incentive Compensation Plan and the 1989 Stock Incentive Plan of
Delta Air Lines, Inc., each in its entirety (it being noted that awards issued
under such plans prior to adoption of this amendment shall not be impacted by
this amendment), and any Award to be granted on or after October 25, 2000 will
be granted under this Plan and, if paid in Delta Common Stock, counted against
the 16,000,000 share limit mentioned in the foregoing sentence.
 
4.2  COUNTING RULES.  Shares of Delta Common Stock issued, or reserved for
issuance, under the Plan pursuant to an Award granted on or after October 25,
2000, shall be subtracted from the number of shares available for issuance under
the Plan. Shares of Delta Common Stock obtained from the following sources shall
be added to the total number of shares available for issuance under the Plan:
 
        a.  shares tendered (actually or by attestation) in payment of the
Option Exercise Price upon exercise of a Stock Option or otherwise to exercise
an Award;
 
        b.  shares withheld or tendered (actually or by attestation) for taxes
upon exercise of a Stock Option, lapse of restrictions on Restricted Stock, or
otherwise in connection with an Award;
 
        c.  if all or part of an Award is settled in cash rather than in shares
of Delta Common Stock, then the number of shares that had been subtracted but
are not issued pursuant to such Award, shall be added back; and
 
        d.  shares relating to an Award that is forfeited or becomes void,
including, without limitation, shares that were subject to a Stock Option that
is forfeited before it is exercised, or Restricted Stock or an Other
Equity-Based Award that is forfeited.
 
                                      A-5
<PAGE>
The preceding sentence shall also apply to shares that on or after October 25,
2000 are tendered, withheld, settled in cash or forfeited in respect of awards
granted under the 1989 Stock Incentive Plan, which are outstanding on
October 25, 2000.
 
4.3  MERGERS AND SIMILAR TRANSACTIONS.  Upon the occurrence of any of the
following events:
 
        a.  a merger, consolidation, acquisition of property or stock,
reorganization or otherwise involving Delta in which Delta is not to be the
surviving corporation;
 
        b.  a merger, consolidation, acquisition of property or stock,
reorganization or otherwise involving Delta in which Delta is the surviving
corporation but holders of Delta Common Stock receive securities of another
corporation; or
 
        c.  a sale of all or substantially all of Delta's assets (as an
entirety) or capital stock to another person,
 
then any Award shall be deemed to apply to the securities, cash or other
property (subject to adjustment by cash payment in lieu of fractional interests)
to which a holder of the number of shares equal to the number of shares of Delta
Common Stock the Participant would have been entitled in connection with any
outstanding Award, and proper provisions shall be made to ensure that this
clause is a condition to any such transaction.
 
4.4  ADJUSTMENTS.  In the event of a change in the outstanding shares of Delta
Common Stock by reason of any stock split, reverse stock split, dividend or
other distribution (whether in the form of cash, stock, other securities or
other property), extraordinary cash dividend, recapitalization, merger,
consolidation, split-up, spin-off, reorganization, combination, repurchase or
exchange of Delta Common Stock or other securities, the issuance of warrants or
other rights to purchase Delta Common Stock or other securities, or other
similar corporate transaction or event, if the Committee shall determine, in its
sole discretion, that, in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
such transaction or event equitably requires an adjustment in the number of
shares of Delta Common Stock that may be issued under the Plan (including,
without limitation, the share limitations specified in Section 4.6), in the
number of shares subject to an outstanding Award, or in the Option Exercise
Price of a Stock Option, or the consideration to be paid upon the grant,
exercise, etc., of any other Award, such adjustment shall be made by the
Committee and shall be conclusive and binding for all purposes under the Plan.
 
4.5  NO FRACTIONAL SHARES.  No fractional share of Delta Common Stock shall be
issued under the Plan.
 
4.6  MAXIMUM AWARDS; AWARD LIMITATIONS.  Applicable limitations for each type
Award are as follows:
 
    4.6.1  GENERAL LIMITATIONS BY AWARD TYPE.  Applicable limitations for each
type Award are as follows:
 
        a.  Incentive Award Final Amount(s) paid to any one Participant per
calendar year may not exceed $3 million, multiplied by the number of years
included in the Performance Period(s) (and any applicable fraction for any
Performance Period(s) of less than one year) relating to Incentive Award(s) that
are paid in such calendar year.
 
        b.  no more than 1 million shares of Delta Common Stock subject to Stock
Options may be granted to any one Participant per calendar year;
 
        c.  no more than 400,000 shares of Delta Common Stock in the form of
Restricted Stock may be granted to any one Participant per calendar year; and
 
        d.  no more than 400,000 shares of Delta Common Stock subject to Other
Equity-Based Awards may be granted to any one Participant per calendar year.
 
    4.6.2  SPECIAL LIMITATION FOR INCENTIVE STOCK OPTIONS.  In addition, for any
Incentive Stock Options that become exerciseable for the first time during any
calendar year, the aggregate Fair Market Value on
 
                                      A-6
<PAGE>
the date of grant of the underlying Delta Common Stock may not exceed $100,000
for any Participant. For purposes of this $100,000 limit, the Participant's
Incentive Stock Options under this Plan and all other plans maintained by Delta
and Subsidiaries shall be aggregated. To the extent any Incentive Stock Option
becomes exerciseable for the first time in a calendar year and such limit would
be exceeded, such Incentive Stock Option shall thereafter be treated as a
Non-Qualified Stock Option for all purposes.
 
    4.6.3  ADDITIONAL AGGREGATE LIMIT FOR AWARDS THAT ARE PAID IN DELTA COMMON
STOCK OTHER THAN STOCK OPTIONS.  No more than 3 million shares of Delta Common
Stock may be issued under the Plan pursuant to Awards, other than Stock Options,
granted on or after October 25, 2000.
 
                                   ARTICLE 5
                                TYPES OF AWARDS
 
5.1  INCENTIVE AWARDS.  The Committee will specify annual or other Performance
Periods for the purpose of incentivizing Participants to achieve goals for such
Performance Period that are within group and/or individual influence and are
considered key to Delta's success. If at the time of specification, the
Committee determines that the potential Incentive Award will be a 162(m) Award,
then the Committee will follow the 162(m) Award Process in establishing and
paying that Incentive Award. The Committee may pay Incentive Awards in cash or
Delta Common Stock. If the Incentive Awards are paid in Delta Common Stock, the
number of shares shall be based upon the Fair Market Value.
 
Upon a Change In Control while a Participant is employed by a member of the
Delta Group, the applicable member of the Delta Group shall promptly thereafter
pay in cash to each such Participant his Incentive Award Reference Amount,
prorated to reflect the portion of the Performance Period elapsed through the
date of the Change In Control.
 
5.2  STOCK OPTIONS.
 
    5.2.1  STOCK OPTIONS GENERALLY.  A Stock Option is an option to purchase one
share of Delta Common Stock. Stock Options granted under the Plan shall, at the
discretion of the Committee, be in the form of either Non-Qualified Stock
Options, Incentive Stock Options or a combination of the two. Where both a
Non-Qualified Stock Option and an Incentive Stock Option are granted to a
Participant at the same time, such Awards shall be deemed to have been awarded
in separate grants, shall be clearly identified, and in no event shall the
exercise of one such Award affect the right to exercise the other Award. The
Committee shall designate Stock Options as Non-Qualified or Incentive at the
time of grant and such designation shall be specified in the Award Agreement.
Stock Options shall be subject to the following terms and conditions:
 
        5.2.1.1  OPTION EXERCISE PRICE.  The Committee shall determine the
Option Exercise Price of a Stock Option, and the Option Exercise Price shall be
set forth in the Award Agreement. However, in no event may the Option Exercise
Price of a Stock Option be less than the Fair Market Value on the date of grant.
 
        5.2.1.2  TERM AND TIMING OF EXERCISE.  Each Stock Option granted under
the Plan shall be exerciseable subject to the following:
 
        a.  no Stock Option may be exercisable earlier than one year (except in
the case of a Participant's death or termination of employment or a Change In
Control), or later than 10 years, from the date of grant;
 
        b.  all outstanding Stock Options shall become immediately exercisable,
vested and nonforfeitable upon a Change In Control; and
 
        c.  other provisions about the exercisability of Stock Options as shall
be specified in the Award Agreement or rules of the Committee.
 
                                      A-7
<PAGE>
        5.2.1.3  PAYMENT OF OPTION EXERCISE PRICE.  The Option Exercise Price
shall be paid in full at or before the time of settlement of a Stock Option
exercise. Stock certificates or book-entry shares shall be registered in the
Participant's name and delivered only upon receipt of such payment. Payment of
the Option Exercise Price may be made in cash (using certified check, bank
draft, wire transfer, or other means specified by Delta or its agent at the time
of exercise). In addition, payment of all or a portion of the Option Exercise
Price may be made by any of the following methods or any other means allowed by
the Committee:
 
        a.  delivering a properly executed exercise notice to Delta, or its
agent, together with irrevocable instructions to a broker to deliver promptly to
Delta in cash the amount of sale or loan proceeds with respect to the portion of
the Delta Common Stock to be acquired upon exercise equal to the Option Exercise
Price being so paid; or
 
        b.  tendering to Delta or its agent previously acquired Delta Common
Stock that has been held by the Participant for at least six months (or if
permitted by the Committee purchased in the open market) having a Fair Market
Value on the date of exercise equal to the Option Exercise Price being so paid
(such tendering may be made actually or by attestation and using such process as
required at the time by Delta or its agent); or
 
        c.  any combination of cash and/or the foregoing methods.
 
    5.2.2  INCENTIVE STOCK OPTIONS.  Incentive Stock Options granted under the
Plan shall be subject to the following additional conditions, limitations and
restrictions:
 
        5.2.2.1  ELIGIBILITY.  Incentive Stock Options may only be granted to
Employees of Delta or a Subsidiary that meets the definition of "subsidiary" or
"parent corporation" under Code Section 424. In no event may an Incentive Stock
Option be granted to an Employee who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of Delta or such Subsidiary.
 
        5.2.2.2  TIMING OF GRANT.  No Incentive Stock Option shall be granted
under the Plan after October 24, 2010.
 
        5.2.2.3  TIMING OF EXERCISE.  In the event that the Committee exercises
its discretion to permit an Incentive Stock Option to be exercised by a
Participant more than 30 days after the Participant's termination of employment
and such exercise occurs more than three months after such Participant has
ceased being an Employee (or no more than 12 months after the Participant is
"disabled" as such term is defined under Section 22(e)(3) of the Code), such
Incentive Stock Option shall thereafter be treated as a Non-Qualified Stock
Option.
 
        5.2.2.4  TRANSFER RESTRICTIONS.  In no event shall the Committee permit
an Incentive Stock Option to be transferred by a Participant, other than after
the Participant's death by will or the laws of descent and distribution. Any
Incentive Stock Option shall be exerciseable only by the Participant during the
Participant's lifetime.
 
5.3  RESTRICTED STOCK.  At the time of grant, the Committee shall specify the
following:
 
        a.  the number of shares of Restricted Stock to be awarded;
 
        b.  the price (if any) to be paid by the recipient of Restricted Stock;
 
        c.  the time(s) within which the Restricted Stock may be subject to
forfeiture and may not be sold, transferred, pledged, assigned, etc., which may
not be less than one year from the date of grant (except in the case of a
Participant's death or termination of employment or a Change In Control);
 
        d.  whether the Restricted Stock is subject to performance-based
conditions; and if so, whether it will be a 162(m) Award, in which case the
Committee shall follow the 162(m) Award Process;
 
                                      A-8
<PAGE>
        e.  whether dividends will be paid to Participants, or accrued and/or
reinvested, until the Restricted Stock is no longer subject to forfeiture;
 
        f.  whether Participants shall have the right to vote the Restricted
Stock until it is no longer subject to forfeiture;
 
        g.  the process, if any, for issuing certificates with legends or book
entry shares subject to stop transfer orders or other safeguarding until the
Restricted Stock is no longer subject to forfeiture; and
 
        h.  all other terms and conditions of the Restricted Stock Awards.
 
Outstanding Awards of Restricted Stock that are not performance-based Awards
shall become immediately exercisable, vested and nonforfeitable upon a Change In
Control. Upon a Change In Control, outstanding Awards of Restricted Stock that
are performance-based Awards shall be paid in an amount equal to the greater of
(a) the actual Award payable to the Participant for the applicable Performance
Period, calculated as if the Performance Period had ended on the date of the
Change In Control, and (b) the target Award payable to the Participant for that
Performance Period, in each case prorated to reflect the portion of the
Performance Period elapsed through the date of the Change In Control. The
applicable amount shall be paid in the form of cash or Delta Common Stock, in
accordance with the terms of the applicable Award Agreement, promptly after the
Change In Control.
 
5.4  OTHER EQUITY-BASED AWARDS.  The Committee has the discretion to grant Other
Equity-Based Awards. The forms of Other Equity-Based Awards include, without
limitation, (a) performance units, dividend equivalents, and phantom or
hypothetical shares related to the value of Delta Common Stock and (b) other
instruments that are paid in Delta Common Stock, convertible into Delta Common
Stock, derive their value from the performance of Delta Common Stock or derive
their value from the achievement of factors that the Committee deems relevant to
the performance of Delta Common Stock. Such Awards shall be subject to the terms
and conditions specified in the Award Agreement.
 
Upon a Change In Control, Other Equity-Based Awards that are not
performance-based Awards shall become immediately exercisable, vested and
nonforfeitable.
 
    5.4.1  OTHER EQUITY-BASED AWARDS THAT ARE PERFORMANCE-BASED.  Other
Equity-Based Awards that are performance-based may be issued in the form of
Performance Units, Performance Shares or otherwise as prescribed by the
Committee. If any Other Equity-Based Award is designated by the Committee as a
162(m) Award, it shall be issued in accordance with the 162(m) Award Process.
 
A Performance Unit is a right, denominated in cash or cash units, to receive, at
a specified future date, payment in cash or Delta Common Stock of an amount
which is to be determined based on the extent to which specified performance
goals are satisfied.
 
A Performance Share is a right, granted in the form of Delta Common Stock (or
phantom stock units) to receive, at a specified future date, payment in cash or
Delta Common Stock, as determined by the Committee, of an amount which is to be
determined based on the extent to which specified performance goals are
satisfied.
 
Upon a Change In Control for an Other Equity-Based Award that is a
performance-based Award, each outstanding Other Equity-Based Award shall be paid
in an amount equal to the greater of (a) the actual Award payable to the
Participant for the applicable Performance Period, calculated as if the
Performance Period had ended on the date of the Change In Control, and (b) the
target Award payable to the Participant for that Performance Period, in each
case prorated to reflect the portion of the Performance Period elapsed through
the date of the Change In Control. The applicable amount shall be paid in the
form of cash or Delta Common Stock, in accordance with the terms of the
applicable Award Agreement, promptly after the Change In Control.
 
                                      A-9
<PAGE>
                                   ARTICLE 6
                      DURATION, TERMINATION AND AMENDMENT
 
6.1  DURATION OF PLAN.  The Plan became effective when approved by the
shareowners on October 25, 2000. The Plan shall continue in effect until
terminated by the Committee or the Board of Directors, provided that no
Incentive Stock Option may be granted on or after October 24, 2010.
 
6.2  EFFECT OF TERMINATION OF PLAN.  No Awards shall be granted under the Plan
after it has been terminated. However, termination of the Plan shall not alter
or impair any of the rights of any Participant, without his or her consent,
under any outstanding Award granted prior to termination of the Plan. Awards
granted prior to termination of the Plan shall remain in effect after
termination of the Plan and shall continue to be governed by the terms of the
Plan (including any applicable rules established by the Committee) and any
applicable Award Agreement.
 
6.3  AMENDMENT.
 
    6.3.1  GENERALLY.  The Committee or the Board of Directors may amend the
Plan at any time and from time to time, except as provided in Sections 6.3.2 and
6.3.3. However, any amendment must be consistent with Section 2.2.2 regarding
Rule 16b-3 compliance.
 
    6.3.2  SHAREOWNER APPROVAL REQUIRED FOR CERTAIN AMENDMENTS.  Shareowner
approval will be required for any amendment of the Plan that does any of the
following:
 
        a.  permits the grant of any Stock Option with an Option Exercise Price
less than Fair Market Value on the date of grant;
 
        b.  reduces the Option Exercise Price of an outstanding Stock Option,
either by lowering the Option Exercise Price or by canceling an outstanding
Stock Option and granting a replacement Stock Option with a lower Option
Exercise Price; or
 
        c.  extends the Regular Expiration Date for exercise of any Stock
Option.
 
    6.3.3  PARTICIPANT CONSENT REQUIRED FOR CERTAIN AMENDMENTS.  No amendment of
the Plan shall impact any outstanding Award in a manner adverse to the
Participant to whom the Award was granted without such Participant's written
consent.
 
                                   ARTICLE 7
                  TRANSFERABILITY OF AWARDS; CHANGE IN CONTROL
 
7.1  NONTRANSFERABILITY OF AWARDS.  Except as otherwise provided in
Section 7.2, or in an Award Agreement or in Plan rules adopted by the Committee,
no Awards under the Plan shall be subject in any manner to alienation,
anticipation, sale, assignment, pledge, encumbrance or transfer, and no other
persons shall otherwise acquire any rights therein.
 
7.2  EXCEPTIONS TO NON-TRANSFERABILITY OF AWARDS.
 
    7.2.1  TRANSFER UPON DEATH.  Awards may be transferred by will or by the
laws of descent or distribution or beneficiary designation at death as provided
in Section 8.5.
 
                                      A-10
<PAGE>
7.3  CHANGE IN CONTROL.  "Change in Control" means, and shall be deemed to have
occurred upon, the first to occur of any of the following events:
 
        a.  Any Person(1) (other than an Excluded Person(2)) acquires, together
with all Affiliates(3) and Associates(4) of such Person, Beneficial Ownership(5)
of securities representing 20% or more of the combined voting power of the
Voting Stock(6) then outstanding, unless such Person acquires Beneficial
Ownership of 20% or more of the combined voting power of the Voting Stock then
outstanding solely as a result of an acquisition of Voting Stock by Delta which,
by reducing the Voting Stock outstanding, increases the proportionate Voting
Stock beneficially owned by such Person (together with all Affiliates and
Associates of such Person) to 20% or more of the combined voting power of the
Voting Stock then outstanding; PROVIDED, that if a Person shall become the
Beneficial Owner of 20% or more of the combined voting power of the Voting Stock
then outstanding by reason of such Voting Stock acquisition by Delta and shall
thereafter become the Beneficial Owner of any additional Voting Stock which
causes the proportionate voting power of Voting Stock beneficially owned by such
Person to increase to 20% or more of the combined voting power of the Voting
Stock then outstanding, such Person shall, upon becoming the Beneficial Owner of
such additional Voting Stock, be deemed to have become the Beneficial Owner of
20% or more of the combined voting power of the Voting Stock then outstanding
other than solely as a result of such Voting Stock acquisition by Delta;
 
        b.  During any period of two consecutive years (not including any period
prior to October 25, 2000) individuals who at the beginning of such period
constitute the Board of Directors (and any new member of the Board of Directors,
whose election by the Board of Directors or nomination for election by Delta's
shareowners was approved by a vote of at least two-thirds of the members of the
Board of Directors then still in office who either were members of the Board of
Directors at the beginning of the period or whose election or nomination for
election was so approved), cease for any reason to constitute a majority of
members then constituting the Board of Directors;
 
        c.  A reorganization, merger or consolidation of Delta is consummated,
in each case, unless, immediately following such reorganization, merger or
consolidation, (i) 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 Voting Stock outstanding immediately prior to such reorganization, merger
or consolidation, (ii) no Person (but excluding for this purpose any Excluded
Person and 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 Voting Stock) beneficially owns, directly or
indirectly, 20% or more of, respectively, the
 
------------------------
(1)  "PERSON" in Section 7.3 means an individual, corporation, partnership,
association, trust or any other entity or organization.
 
(2)  "EXCLUDED PERSON" in Section 7.3 means (i) Delta; (ii) a Subsidiary;
(iii) any Holding Company; (iv) any employee benefit plan of Delta, a Subsidiary
or a Holding Company; or (v) any Person organized, appointed or established by
Delta, a Subsidiary or a Holding Company for, or pursuant to the terms of, any
plan described in clause (iv).
 
(3)  "AFFILIATES" in Section 7.3 has the meaning provided in Rule 12b-2 under
the Exchange Act as in effect on October 25, 2000.
 
(4)  "ASSOCIATES" in Section 7.3 has the meaning provided in Rule 12b-2 under
the Exchange Act as in effect on October 25, 2000.
 
(5)  "BENEFICIAL OWNERSHIP." As used in Section 7.3, a Person shall be deemed
the "BENEFICIAL OWNER" of, and shall be deemed to "beneficially own", securities
pursuant to Rule 13d-3 under the Exchange Act as in effect on October 25, 2000.
 
(6)  "VOTING STOCK" in Section 7.3 means securities of Delta entitled to vote
generally in the election of members of the Board of Directors.
 
                                      A-11
<PAGE>
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 (iii) 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 at the time of the
execution of the initial agreement providing for such reorganization, merger or
consolidation; or
 
        d.  The shareowners of Delta approve (i) a complete liquidation or
dissolution of Delta or (ii) the sale or other disposition of all or
substantially all of the assets of Delta, other than to any corporation with
respect to which, immediately following such sale or other disposition,
(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
of the Voting Stock outstanding immediately prior to such sale or other
disposition of assets, (B) no Person (but excluding for this purpose any
Excluded Person and 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 at the time
of the execution of the initial agreement or action of the Board of Directors
providing for such sale or other disposition of assets of Delta.
 
Notwithstanding the foregoing, in no event shall a Change In Control be deemed
to have occurred (i) as a result of the formation of a Holding Company(7), or
(ii) with respect to a Participant, if the Participant is part of a "group,"
within the meaning of Section 13(d)(3) of the Exchange Act as in effect on
October 25, 2000, which consummates the Change In Control transaction. In
addition, for purposes of the definition of Change In Control, a Person engaged
in business as an underwriter of securities shall not be deemed to be the
"Beneficial Owner" of, or to "beneficially own" any securities acquired through
such Person's participation in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.
 
                                   ARTICLE 8
                               GENERAL PROVISIONS
 
8.1  WITHHOLDING OF TAXES.  Federal, state, local and/or foreign withholding for
tax obligations may apply to various events involving Awards (or awards granted
under the 1989 Stock Incentive Plan prior to the effective date of this Plan,
which awards were still outstanding on the effective date of this Plan)--for
 
------------------------
(7)  "HOLDING COMPANY" in Section 7.3 means an entity that becomes a holding
company for Delta or its businesses as a part of any reorganization, merger,
consolidation or other transaction, provided that the outstanding shares of
common stock of such entity and the combined voting power of the then
outstanding voting securities of such entity entitled to vote generally in the
election of directors is, immediately after such reorganization, merger,
consolidation or other transaction, beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Voting Stock outstanding immediately
prior to such reorganization, merger, consolidation or other transaction in
substantially the same proportions as their ownership, immediately prior to such
reorganization, merger, consolidation or other transaction, of such outstanding
Voting Stock.
 
                                      A-12
<PAGE>
example, upon the exercise of Stock Options or the lapse of restrictions on
Restricted Stock Awards. To satisfy the tax withholding obligations, the
Committee may require any of the following:
 
        a.  the Participant to pay Delta or its agent the tax withholding in
cash (using certified check, bank draft, wire transfer, or other means specified
by Delta or its agent at the time of exercise) as a condition to any event
involving an Award where withholding obligations apply;
 
        b.  deduction, of the amount needed to satisfy the withholding
obligations, from any cash amount payable to a Participant under the Plan, or
from his or her salary, or from any other cash owed or due to the Participant
from any member of the Delta Group for any reason including, without limitation,
under any other plan or program maintained by any member of the Delta Group; or
 
        c.  satisfaction of tax withholding obligations by Participants
(i) upon exercise of a Stock Option, by any of the Option Exercise Price payment
methods described in Section 5.2.1.3, (ii) upon the lapse of restrictions on
Restricted Stock, by withholding shares from those to be released from
restriction, or (iii) by tendering (actually or by attestation) shares of Delta
Common Stock. In any of the foregoing, the number of shares to be withheld or
tendered shall be calculated using the Fair Market Value of Delta Common Stock
at the time of withholding or tender. However, in no event may any amount
greater than the minimum statutory withholding obligation be satisfied by
tendering or withholding shares of Delta Common Stock.
 
8.2  NO IMPLIED RIGHTS.
 
    8.2.1.  NO RIGHTS TO CONTINUED EMPLOYMENT; PLAN MATTERS HAVE NO IMPACT ON
EMPLOYMENT.  The establishment and subsequent operation of the Plan, including
eligibility as a Participant, shall not be construed as conferring any legal or
other right upon any Employee for the continuation of his or her employment for
any period. Each member of the Delta Group expressly reserves the right (which
may be exercised at any time and without regard to a Performance Period, vesting
of Awards or other timing relating to Awards) to discharge any individual and/or
treat him or her without regard to the effect which such treatment might have
upon him or her as a Participant in the Plan.
 
    8.2.2  NO RIGHTS TO RECEIVE AWARDS.  No Employee shall have any right or
entitlement to be selected to receive a grant of any Award, or to participate in
the Incentive Award for any Performance Period, for any reason (including
without limitation (a) that such Employee may have received grants or Awards in
the past under the Plan or any other plan maintained by any member of the Delta
Group or (b) that any grants or Awards have been made to any other Employee or
group of Employees).
 
8.3  NO RIGHTS AS SHAREOWNERS.  A Participant granted an Award shall have no
rights as a shareowner of Delta with respect to such Award unless and until such
time as certificates or book-entry shares for the Delta Common Stock underlying
the Award are registered in such Participant's name in Delta's stock records.
The right of any Participant to receive payment with respect to an Award by
virtue of participation in the Plan shall be no greater than the right of any of
Delta's unsecured general creditors.
 
8.4  UNSECURED INTEREST.  No Participant or any other party claiming an interest
in amounts earned under the Plan shall have any interest whatsoever in any
specific asset of Delta. To the extent that any party acquires a right to
receive payments under the Plan, such right shall be equivalent to that of an
unsecured general creditor of Delta.
 
8.5  BENEFICIARY DESIGNATION.  Each Participant under the Plan may, from time to
time, name any beneficiary or beneficiaries (who may be named as a contingent or
successor beneficiary) to whom any benefit under the Plan is to be paid in case
of his or her death before he or she receives any or all of such benefit (except
for Incentive Stock Options which shall be governed by Section 5.2.2.4). Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only when filed by
the Participant in writing with the Committee during his or her lifetime.
Beneficiary designations filed with respect to predecessor plans prior to the
adoption of this Plan
 
                                      A-13
<PAGE>
shall be effective with respect to this Plan. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.
 
8.6  VOLUNTARY DEFERRAL OF FINAL AWARD PAYOUTS.  Pursuant to any terms and
conditions that the Committee may from time to time establish, a Participant may
defer receipt of some or all payments otherwise due under the Plan pursuant to
the terms of Delta's Executive Deferred Compensation Plan.
 
8.7  GOVERNING LAW; SEVERABILITY.  The Plan and all determinations made and
actions taken thereunder 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. If any provision of the
Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in
part, the unlawfulness, invalidity or unenforceability shall not affect any
other provision of the Plan or part thereof, each of which shall remain in full
force and effect.
 
8.8  162(M) AWARD PROCESS.  The following process will be followed for a 162(m)
Award:
 
        a.  DESIGNATION OF AWARDS.  Within 90 days of the beginning of the
Performance Period (or if the Performance Period is less than 12 months, then
within the number of days that is not more than 25% of the total days in the
Performance Period), the Committee will
 
        (i) designate the Employees eligible to receive the 162(m) Award,
 
        (ii) designate the applicable Performance Period, which shall not exceed
             5 years, and
 
       (iii) select Performance Measures and establish in writing the related
             performance goals for that Performance Period, with ranges that
             will correspond to various levels of the 162(m) Award, with
             additional detail as follows for the particular Awards noted in
             paragraphs A, B, C and and D below:
 
           (A) for Incentive Awards, specifying
 
               - the level of performance at which 100% of the Incentive Award
                 Target Amount may be earned,
 
               - the levels of performance above and below the 100% performance
                 level at which a greater or lesser percent of the Incentive
                 Award Target Amount may be earned,
 
               - the alignment of the level of achievement of the
                 pre-established Performance Measures and related performance
                 goals at the end of the Performance Period that will correspond
                 to the Incentive Award Final Amounts,
 
           (B) for Performance Units, specifying the base value of each
               Performance Unit and aligning the level of achievement of the
               pre-established Performance Measures and related performance
               goals for the Performance Period that will correspond to the
               ultimate payout value for the Performance Units,
 
           (C) for Performance Shares, which shall have an initial value equal
               to the Fair Market Value of a share of Delta Common Stock on the
               date of grant, aligning the level of achievement of the
               pre-established Performance Measures and related performance
               goals for the Performance Period that will correspond to the
               ultimate number of Performance Shares to be earned, and
 
           (D) for Restricted Stock that is a 162(m) Award or other 162(m)
               Awards, aligning the level of achievement of the pre-established
               Performance Measures and related performance goals for the
               Performance Period that correspond to the portion of the Award
               that would be forfeited, earned or exceeded.
 
                                      A-14
<PAGE>
        b.  ADJUSTMENT OF PERFORMANCE MEASURES AND RELATED PERFORMANCE GOALS
DURING PERFORMANCE PERIOD.  Once established, Performance Measures and related
performance goals normally shall not be changed during the Performance Period.
However, except as provided in the next paragraph, if the Committee determines
in its sole discretion that external changes or other unanticipated business
conditions have materially affected the fairness of the goals, then the
Committee may approve appropriate adjustments to the performance goals (either
up or down) during the Performance Period as such goals apply to the Award
opportunities of specified Participants.
 
Notwithstanding the above paragraph, the Committee may not use any discretion
regarding any Award held by a 162(m) Participant, except negative discretion
which would result in a reduction of the amount of the Award.
 
        c.  CERTIFICATION OF ACHIEVEMENT OF PERFORMANCE MEASURES AND RELATED
PERFORMANCE GOALS AND AMOUNT OF FINAL 162(M) AWARDS.  Following the completion
of a Performance Period, the Committee shall certify in writing whether the
Performance Measures and related performance goals were met, prior to the
determination of the amount and the payment and/or release of any restrictions
on the 162(m) Award. As soon as practicable after the end of each Performance
Period, the Award shall be computed for each Participant as determined by the
Committee. Such amounts may vary above or below the Target Incentive Award
Target Amounts, for Incentive Awards, and above or below specified limits for
other 162(m) Awards based on the level of achievement of the pre-established
corporate, divisional, and/or individual performance goals. The Committee shall
have discretion to increase, reduce or eliminate part or all of any 162(m) Award
that otherwise would be paid to any participant who is not a 162(m) Participant.
With respect to any 162(m) Participant, the Committee's discretion may be used
only to reduce or eliminate part or all of any 162(m) Award that would otherwise
be paid. The Committee may announce at any time during the Performance Period
that it will not exercise such discretion.
 
        d.  FORM AND TIMING OF PAYMENT.  Unless a deferral election is made by a
Participant pursuant to Section 8.6, or deferral of all or a portion of a
Participant's Award is otherwise required by the Committee, each Participant's
Award shall be paid or delivered (and any related restrictions released), within
seventy-five (75) days after the end of each Performance Period.