Delta Airlines 2002 Annual Report Download - page 72

(b) Section 4.01(d) shall be applied (x) without giving effect to clause
(ii) of such Section (therefore continuing Executive's eligibility to
participate in applicable benefit plans and fringe benefits, to the extent
permitted, for a period of 36 months) and (y) eliminating the reference to life
insurance or survivor benefits coverage and any free or reduced rate flight or
other travel benefits or privileges to which Executive would otherwise be
entitled under Section 4.01(d) (which are dealt with in paragraphs (d) and (e)
below). For purposes of computing amounts payable under Section 4.01(d) (as
modified by the foregoing sentence), the present value referred to in such
Section shall be determined by the actuarial firm acting as actuary for the
Qualified Pension Plan at such time (the "Actuarial Firm") on the basis of such
assumptions as the Actuarial Firm determines to be reasonable. In the event that
the Actuarial Firm is serving as actuary for the Person effecting the Change in
Control or is otherwise unavailable, Executive may appoint another nationally
recognized actuarial firm to make the determinations required hereunder (which
actuarial firm shall then be referred to as the Actuarial Firm hereunder). The
Actuarial Firm shall provide its determination and detailed supporting
calculations to both the Company and Executive within fifteen business days of
the receipt of notice from Executive that a termination, or (if later) a Change
in Control, has occurred giving rise to the right to benefits under this Section
5.03, or such earlier time as is requested by the Company. All fees and expenses
of the Actuarial Firm shall be borne solely by the Company. If Executive's
employment has been terminated in anticipation of a Change in Control as
described in clause (II) above, and the Company has paid Executive the cash
present value of any coverage or benefits (other than life insurance or survivor
benefits coverage, or free or reduced rate flight or other travel benefits or
privileges) to which Executive or his eligible family members would otherwise
have been entitled under Section 4.01(d), the payments otherwise due Executive
under this Section 5.03(b) shall be reduced by the total amount of such cash
present value so paid to Executive.
(c) In lieu of any continued life insurance or survivor benefits coverage
or participation to which Executive would otherwise be entitled under Section
4.01(d), for a period of three years following the date of Executive's
termination of employment, Executive shall continue to be eligible to
participate in any life insurance or survivor benefit arrangements on the same
terms as in effect immediately preceding such termination of employment. If
Executive's employment has been terminated in anticipation of a Change in
Control as described in clause (II) above and the Company has paid Executive the
cash present value of any life insurance or survivor benefits coverage or
participation to which Executive or his eligible family members became entitled
under Section 4.01(d), any payments or benefits otherwise due Executive under
this Section 5.03(c) shall be reduced by the total amount of such cash present
value so paid to Executive.
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