DELTA AIR LINES INC /DE/
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>g85759exv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4

       SUMMARY OF ASSIGNMENT AGREEMENT, DATED AS OF JULY 1, 2003, BETWEEN
              DELTA AIR LINES, INC. AND CERTAIN EXECUTIVE OFFICERS

In 2002, we restructured our officer life insurance program by replacing the
existing group policy with individual policies under a split dollar program that
were owned by the covered executives. This change enabled us to reduce the total
cost of the officer life insurance program. As with the previous program, we
paid all premiums for the insurance policies, which were treated as interest
free loans to the executives. Each executive then assigned a portion of the
value of his or her policy to Delta to cover repayment of the loans made to pay
premiums. Delta filed the documents pertaining to this matter, including a form
Loan Agreement and Collateral Assignment Agreement, with the SEC in its Form
10-Q for the quarter ended September 30, 2002.

Because the Sarbanes-Oxley Act, which was enacted following the initial
restructuring of the program, prohibits such loans to executive officers, it is
necessary for us to restructure this program to eliminate the loans for payment
of policy premiums and to provide for repayment of the existing loans. To effect
this restructuring, each executive officer transferred his or her policy to us
by means of the Assignment Agreement, a form of which is this Exhibit 10.4. This
transfer from the executive to us of the cash value of the policy repaid the
loan that paid the initial premium on the policy. We now own the policies and
all cash value in the policies belongs to us, rather than to the officer, and
consistent with the intent of the program, the officer retains the right to name
the beneficiary of the policy.
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                              ASSIGNMENT AGREEMENT

      ASSIGNMENT AGREEMENT dated as of July 1, 2003 by and between Delta Air
Lines, Inc. (the "COMPANY") and ("EXECUTIVE").

      WHEREAS, Executive's life is insured under, and Executive is the owner of,
life insurance policy number (the "POLICY") issued by Lincoln National Life
Insurance Company (the "INSURER");

      WHEREAS, pursuant to the terms of the Executive Life Insurance Plan Loan
Agreement between the Company and Executive dated July 1, 2002 (the "LOAN
AGREEMENT"), the Company agreed to loan Executive sufficient amounts to pay the
premiums on the Policy;

      WHEREAS, pursuant to the Collateral Assignment Agreement dated July 1,
2002 executed by Executive (the "COLLATERAL ASSIGNMENT AGREEMENT"), Executive
assigned an interest in the Policy to the Company as collateral security for the
premium payments on the Policy;

      WHEREAS, Executive now wishes to assign to the Company all of Executive's
rights, title and interest in the Policy as repayment for the amounts borrowed
by Executive under the Loan Agreement;

      WHEREAS, the Company wishes to accept Executive's assignment of the Policy
in full satisfaction of the amounts loaned to Executive pursuant to the Loan
Agreement;

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

      Section 1. Assignment. Executive hereby assigns all of his rights, title
and interest in the Policy to the Company and the Company hereby accepts such
assignment. Upon the execution and delivery of this Assignment Agreement (and
any other written instrument as may be reasonably requested by the Insurer in
order to give effect to this assignment) by the Company and Executive, the
Company shall, as of the date hereof, acquire the Policy and succeed to the
rights, title and interest of Executive thereunder.

      Section 2. Repayment. The Company hereby accepts the assignment
contemplated by Section 1 hereof in full satisfaction of Executive's obligations
under the Loan Agreement and the Collateral Assignment Agreement and such
agreements are hereby canceled.

      Section 3. Governing Law. Except to the extent preempted by federal law,
this Assignment Agreement shall be governed by and construed in accordance with
the laws of the State of Georgia.
<PAGE>
      Section 4. Successors. This Assignment Agreement shall be binding upon
Executive's personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees, legatees and assigns.

      Section 5. Counterparts. This Assignment Agreement may be signed in
counterpart, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

      IN WITNESS WHEREOF, the Company and Executive have executed this
Assignment Agreement.

<TABLE>
<CAPTION>
EXECUTIVE                           Delta Air Lines, Inc.
<S>                                 <C>     <C>
By: /s/                             By:     /s/ Leo F. Mullin
Name:                               Name:   Leo F. Mullin
Title:                              Title:  Chairman and
                                            Chief Executive Officer
</TABLE>

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