Delta Airlines 2003 Annual Report Download - page 261

Exhibit 10.19
NON QUALIFIED BENEFIT AGREEMENT
THIS NON QUALIFIED BENEFIT AGREEMENT ("Agreement") by and between DELTA AIR
LINES, INC. (hereinafter the "Company") and ______________ (hereinafter "Key
Employee") is made and entered into as of the 1st day of January, 2004. The
provisions hereof shall be effective for death, retirement, or other termination
of employment effective on or after the 1st day of January, 2004,
W I T N E S S E T H :
WHEREAS, the Company sponsors for its full time non pilot employees,
including Key Employee, the Delta Retirement Plan (the "Retirement Plan") and
the Delta Family-Care Disability and Survivorship Plan (the "Disability and
Survivorship Plan"), which are broad based tax favored employee benefit plans
that provide retirement, survivor, and disability benefits to plan participants
and beneficiaries; and
WHEREAS, even though all participants in the Retirement Plan and the
Disability and Survivorship Plan generally receive benefits determined under the
same compensation based formulas, various sections of the Internal Revenue Code
of 1986, as amended (the "Code"), including, but not limited to, Sections 79,
401(a)(4), 401(a)(17), 415, and 505(b) restrict either: (i) compensation that
may be taken into account in determining benefits under a qualified pension
plan; (ii) benefits that can be paid from a qualified pension plan; (iii)
compensation that may be taken into account in determining benefits for
participants in a Voluntary Employee Beneficiary Association ("VEBA") described
in Section 501(c)(9) of the Code; or (iv) benefits that can be paid from a VEBA
(such limitations collectively or individually hereinafter referred to as the
"Restrictions"); and
WHEREAS, the Company wishes to make up under non qualified benefit
plans and/or this Agreement any reduction in Key Employee's retirement income
benefit, disability or survivor benefits under either the Retirement Plan or the
Disability and Survivorship Plan which results from the Restrictions, or any
other applicable laws, statutes, or regulations which restrict in any way the
benefits that can be paid from a VEBA or qualified pension plan; and
WHEREAS, the Company has established the 2002 Delta Excess Benefit Plan
and the 2002 Delta Supplemental Excess Benefit Plan (such plans collectively
referred to as the "Plans") and entered into this Agreement in order to provide
for benefits that cannot be paid from the Retirement Plan and the Disability and
Survivorship Plan because of the Restrictions, as well as for other purposes;
and
WHEREAS, the Company and Key Employee previously executed an excess
benefit agreement dated March 15, 2002 (the "2002 excess benefit agreement") in
which the Company