DELTA AIR LINES, INC. MERGER AWARD PROGRAM AWARD AGREEMENT

This Award Agreement (the “ Agreement ”) describes some of the terms of your award (the “ Award ”) under the Delta Air Lines, Inc. Merger Award Program (which is subject to the Delta Air Lines, Inc. 2007 Performance Compensation Plan) (the “ MAP ”).  Your Award is subject to the terms of the MAP and this Agreement.  Capitalized terms that are used but not otherwise defined in this Agreement have the meaning set forth in the MAP.  In order for this Award to remain effective, you must accept the Award in accordance with Section 9 on or before the date that is 30 calendar days after the date of this Agreement (the “ Acceptance Date ”).  If you do not accept the Award as required, the Award and this Agreement will become void and of no further effect as of 5:00 pm Eastern Time on the Acceptance Date.

1.            Summary of Award .   Your Award will include Restricted Stock and a Non-Qualified Stock Option (“ Stock Option ”) as described below.  Terms applicable to your Award, including the lapsing of the Restrictions on your Restricted Stock, the exercisability of your Stock Option and the forfeitability of your Award, are included in the MAP.

(a)             Restricted Stock.   You are hereby awarded, on the Grant Date above (the “ Grant Date ”),  Restricted Stock for [NUMBER] shares of Delta Common Stock, par value $0.0001 per share (“ Common Stock ”).

(b)             Non-Qualified Stock Option.   You are hereby awarded, on the Grant Date, a Stock Option exercisable for [NUMBER] shares of Common Stock.  The exercise price of the Stock Option will be the closing price of a share of Common Stock on the NYSE on the Grant Date.

2.              Restrictive Covenants .   In exchange for the Award, you hereby agree as follows:

(a)             Trade Secrets .   You hereby acknowledge that during the term of your employment with Delta Air Lines, Inc., its subsidiaries and affiliates (“ Delta ”), you have acquired and will continue to acquire knowledge of secret, confidential and proprietary information regarding Delta and its business that fits within the definition of “trade secrets” under the law of the State of Georgia, including, without limitation, information regarding Delta’s present and future operations, its financial operations, marketing plans and strategies, alliance agreements and relationships, its compensation and incentive programs for employees, and the business methods used by Delta and its employees, and other information which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (each, a “ Trade Secret ”).  You hereby agree that for so long as such information remains a Trade Secret as defined by Georgia law, you will hold in a fiduciary capacity for the benefit of Delta and shall not directly or indirectly make use of, on your own behalf or on behalf of others, any Trade Secret, or transmit, reveal or disclose any Trade Secret to any person, concern or entity.  Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting trade secrets.

(b)             Confidential or Proprietary Information .   You further agree that you will hold in a fiduciary capacity for the benefit of Delta, and, during the term of your employment with Delta and for the two year period after such employment terminates, shall not directly or indirectly use or disclose, any Confidential or Proprietary Information, as defined hereinafter, that you acquire (whether or not developed or compiled by you and whether or not you were authorized to have access to such Confidential or Proprietary Information) during the term of, in the course of, or as a result of your employment by Delta.  Subject to the provisions set forth below, the term “ Confidential or Proprietary Information ” as used in this Agreement means the following secret, confidential and proprietary information of Delta not otherwise included in the definition of Trade Secret:  all marketing, alliance, advertising and sales plans and strategies; all pricing information; all financial, advertising and product development plans and strategies; all compensation and incentive programs for employees; all alliance agreements, plans and processes; all plans, strategies, and agreements related to the sale of assets; all third party provider agreements, relationships, and strategies; all business methods and processes used by Delta and its employees; all personally identifiable information regarding Delta employees, contractors, and applicants; and all lists of actual or potential customers or suppliers maintained by Delta.  The term “Confidential or Proprietary Information” does not include information that has become generally available to the public by the act of one who has the right to disclose such information.  Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting confidential or proprietary information.

(c)             Employee Non-Solicitation Agreement.   During the term of your employment with Delta and during the one-year period following the termination of such employment, you will not directly or indirectly (on your own behalf or on behalf of any other person, company, partnership, corporation or other entity), employ or solicit for employment any individual who is a management or professional   employee of Delta for employment with any entity or person other than Delta or solicit, encourage or induce any such person to terminate their employment with Delta.  The restrictions set forth in this Section shall be limited to those Delta management or professional employees who: (i) were employed by Delta during your employment in a supervisory or administrative job; and (ii) with whom you had material professional contact during your employment with Delta.