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					                                            UNITED STATES DISTRICT COURT
                                        FOR THE NORTHERN DISTRICT OF GEORGIA

                                      NOTICE OF CLASS ACTION SETTLEMENT

                                                                    x
                                                                    :
    In re Delta Air Lines, Inc. ERISA Litigation                    :
    MDL Docket No. 1424-JEC                                         :
                                                                    x


                                  TO ALL MEMBERS OF THE FOLLOWING CLASS
All persons who are members of either, or both, of the following two groups:

      (a) The Lump Sum Subclass, which consists of (1) all Delta pilots who retired on or before January 1, 2005 and
          elected a lump sum distribution of pension benefits since that option was first made available effective
          March 2, 1989, or, if deceased, their respective Beneficiaries; (2) all Delta pilots who were employed by Delta on
          January 1, 2005; (3) Alternate Payees who were not receiving any benefits from the Delta Pilots Retirement Plan
          (“Retirement Plan”) as of January 1, 2005; and (4) Alternate Payees who were receiving benefits from the
          Retirement Plan as of January 1, 2005 and elected a lump sum distribution.

      (b) The Minimum Benefit Subclass, which consists of (1) all Delta pilots who were employed by Delta on
          February 1, 1972 and who retired on or after January 1, 1990 or, if deceased, their respective Beneficiaries, and
          (2) Alternate Payees of any such pilot described in (1).

                                     PLEASE READ THIS NOTICE CAREFULLY.
                          A FEDERAL COURT HAS DIRECTED THE ISSUANCE OF THIS NOTICE.
                                         THIS IS NOT A SOLICITATION.

    This Notice advises you of a proposed class action settlement. The Settlement will provide for the payment of cash
(from which attorneys’ fees and certain expenses will be deducted) and the provision of certain Warrants to fully resolve a
lawsuit. The Settlement resolves a lawsuit over whether the Retirement Plan, The Delta Pilots Bridge Plan (the “Bridge
Plan”), The Delta Pilots Supplemental Plan (the “Supplemental Plan”), Delta Air Lines, Inc. (“Delta”) and/or the
Administrative Committee of Delta Air Lines, Inc. (the “Committee”) violated the Employee Retirement Income Security
Act of 1974 (“ERISA”), 29 U.S.C. §§ 1001 et seq. You should read the entire Notice carefully because your legal rights
are affected whether you act or not.


                                      YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

            YOU CAN SUBMIT A CLAIM FORM            You must submit a Claim Form to receive money from this
                                                   Settlement. If you do not return a complete Claim Form on time, you
                                                   will not receive any cash payment, although you still may receive
                                                   warrants entitling you to purchase shares of Delta. (See Sections
                                                   11, 12, 14 of this Notice.)

            YOU CAN OBJECT                         You can write to the Court about why you don’t like the Settlement.

            YOU CAN GO TO A HEARING                You can ask to speak in Court about the fairness of the Settlement,
                                                   and you can appear at the scheduled hearing.

            YOU CAN DO NOTHING                     You will get no payment of cash, but you may receive warrants.
                                                   (See Sections 11, 12, 14.) You would give up the right to be part of
                                                   any other lawsuit about the legal claims in this case.


•      Your rights and options, and the date by which you must object if you are opposed to the Settlement are explained in
       this notice.
                                                                  WHAT THIS NOTICE CONTAINS


BASIC INFORMATION .......................................................................................................................................................... 3

1. WHY DID I GET THIS NOTICE PACKAGE?.................................................................................................................... 3
2. HOW DO I GET MORE INFORMATION? ........................................................................................................................ 3
3. WHAT IS THIS LAWSUIT ABOUT? ................................................................................................................................. 3
4. WHY IS THIS A CLASS ACTION? ................................................................................................................................... 3
5. WHY IS THERE A SETTLEMENT?.................................................................................................................................. 4
6. HOW DO I KNOW IF I AM PART OF THE SETTLEMENT? ............................................................................................ 4
7. ARE THERE EXCEPTIONS TO BEING INCLUDED? ..................................................................................................... 4
8. I’M STILL NOT SURE IF I’M INCLUDED.......................................................................................................................... 4
9. CAN I EXCLUDE MYSELF FROM THE SETTLEMENT? ................................................................................................ 4
10. CAN I CHOOSE NOT TO RECEIVE A PAYMENT?......................................................................................................... 5


THE SETTLEMENT BENEFITS ............................................................................................................................................ 5

11. WHAT DOES THE SETTLEMENT PROVIDE? ............................................................................................................... 5
12. HOW MUCH WILL MY PAYMENTS BE? ........................................................................................................................ 6
13. WHAT AM I GIVING UP AS PART OF THE SETTLEMENT?......................................................................................... 6


HOW DO YOU GET A PAYMENT – SUBMITTING A CLAIM FORM ................................................................................... 6

14. HOW CAN I GET A PAYMENT? ..................................................................................................................................... 6
15. WHEN WOULD I GET MY PAYMENT? .......................................................................................................................... 6


THE LAWYERS REPRESENTING YOU ............................................................................................................................... 6

16. DO I HAVE A LAWYER IN THIS CASE?......................................................................................................................... 6
17. HOW WILL THE LAWYERS BE PAID?........................................................................................................................... 7


OBJECTING TO THE SETTLEMENT ................................................................................................................................... 7

18. WHAT DOES IT MEAN TO OBJECT? ............................................................................................................................ 7

THE COURT’S FAIRNESS HEARING .................................................................................................................................. 7

19. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT?.......................... 7
20. DO I HAVE TO GO TO THE FAIRNESS HEARING? ..................................................................................................... 7
21. MAY I SPEAK AT THE HEARING? ................................................................................................................................. 8


IF YOU DO NOTHING ........................................................................................................................................................... 8

22. WHAT HAPPENS IF I DO NOTHING AT ALL? ............................................................................................................... 8


GETTING MORE INFORMATION ......................................................................................................................................... 8

23. ARE THERE MORE DETAILS ABOUT THE SETTLEMENT? ........................................................................................ 8



                                                                                      2
                                                   B ASIC I NFORMATION


1. Why did I get this notice package?


You may be a Class Member under the definition contained below in section 6 and may be entitled to receive
consideration under the Settlement as described in section 11.

The Court sent you this Notice because you have a right to know about a proposed Settlement of a class action lawsuit
and about all of your options, before the Court decides whether to approve the Settlement.

This package explains the lawsuit, the Settlement, and your legal rights.

The Court in charge of the case is the United States District Court for the Northern District of Georgia, Atlanta Division,
and the case is known as In re Delta Air Lines, Inc. ERISA Litigation, MDL Docket No. 1424-JEC. The people who sued
are called the Plaintiffs, and the people/entities they sued, the Retirement Plan, the Bridge Plan, the Supplemental Plan,
Delta and the Committee, are called the Defendants.


2. How do I get more information?


You can call 1-800-294-1319 toll-free, or visit the website www.deltapilotspensionbenefitssettlement.com, where you will
find answers to common questions about the Settlement. Do NOT contact the Court or Delta. They will not be able to
answer your questions.


3. What is this lawsuit about?


The Settlement involves four separate proposed class action lawsuits that were filed in federal courts in New York,
Boston, Cincinnati, and New Mexico in 2001 and subsequently transferred to the federal court in Atlanta for coordinated
pretrial proceedings. In their Amended Class Action Complaints filed on December 17, 2002, Plaintiffs allege that the
Defendants violated ERISA by (1) failing to pay lump sum benefits that included the value associated with the Variable
Annuity received by Pilots who do not elect lump sum distributions (Count I); (2) freezing the value of Benefit Units used to
calculate benefits under the Plan’s Minimum Benefit formula in an Amendment dated July 1, 1996 (Count II); (3) failing to
furnish notice of the reduction in the Earnings Multiplier in the July 1, 1996 Amendment (Count III); (4) failing to value
Benefit Units as of Participants’ Normal Retirement Date (Count IV); and (5) applying the Plan’s Joint and Survivor
Annuity Factor in the calculation of the Minimum Benefit formula for married Pilots (Count V). The Complaints seek
equitable and compensatory relief pursuant to ERISA, plus pre- and post-judgment interest, attorneys’ fees, expenses,
and costs.

Plaintiffs have submitted these claims to the Committee pursuant to the Retirement Plan’s administrative process and the
parties’ agreement. During this administrative process the Committee rejected Plaintiffs’ claims.

On January 21, 2003, the Defendants answered the Complaints, denying each of the claims and allegations of
wrongdoing contained therein. On August 9, 2004, the Court dismissed all of Plaintiffs’ claims against the Bridge Plan
and the Supplemental Plan from the lawsuit, as well as any claims against the Committee for benefits under the Bridge
Plan or the Supplemental Plan, for lack of jurisdiction. Defendants deny that Plaintiffs are entitled to any relief and have
requested reimbursement of their own attorneys’ fees pursuant to ERISA.


4. Why is this a class action?


In a class action, one or more persons called Class Representatives sue on behalf of people who have similar claims. All
of these people who have similar claims make up the Class and are Class members. One court resolves the issues for all
Class members. Because the wrongful conduct alleged by Plaintiffs in this case affected a large group of people in a
similar way, Plaintiffs filed this case as a class action.




                                                             3
5. Why is there a Settlement?


The Court has not decided in favor of Plaintiffs or Defendants, and the Defendants continue to deny any
wrongdoing. Instead, both sides agreed to a Settlement. By agreeing to a Settlement, parties avoid the costs of
prolonged litigation and risk of a trial and appeals. The Class Representatives and their attorneys believe that the
Settlement is in the best interest for all Class members.


6. How do I know if I am part of the Settlement?


The Court has conditionally certified this case as a class action, in which the Class Members include all persons who are
members of either, or both, of the following two groups:

    (a) The Lump Sum Subclass, which consists of (1) all Delta pilots who retired on or before January 1, 2005 and
        elected a lump sum distribution of pension benefits since that option was first made available effective
        March 2, 1989, or, if deceased, their respective Beneficiaries; (2) all Delta pilots who were employed by Delta on
        January 1, 2005; (3) Alternate Payees who were not receiving any benefits from the Retirement Plan as of
        January 1, 2005; and (4) Alternate Payees who were receiving benefits from the Retirement Plan as of
        January 1, 2005 and elected a lump sum distribution; or

    (b) The Minimum Benefit Subclass, which consists of (1) all Delta pilots who were employed by Delta on
        February 1, 1972 and who retired on or after January 1, 1990 or, if deceased, their respective Beneficiaries, and
        (2) Alternate Payees of any such pilot described in (1).


7. Are there exceptions to being included?


You are not a Class Member if you were named as a Defendant, or are an immediate family member of a named Defendant.
Also, you are not in the Class if you previously brought a lawsuit against any of the Defendants that raised any of the
claims identified in Sections 3.31 and 13 of the Agreement (which is available at www.deltapilotspensionbenefitssettlement.com),
and dismissed it with prejudice. The claims are briefly described above under question 3 on page 4, “What is this lawsuit
about?”


8. I’m still not sure if I’m included.


If you are still not sure whether you are included, you can ask for free help. Please call 1-800-294-1319 or visit
www.deltapilotspensionbenefitssettlement.com.


9. Can I exclude myself from the Settlement?


In some class actions, class members have the opportunity to exclude themselves from a Settlement. This is sometimes
referred to as “opting out” of the Settlement. You do not have the right to exclude yourself from the Settlement
in this case. This case was certified under Rules 23(b)(1) and (b)(2) of the Federal Rules of Civil Procedure as a
“non opt-out” class action. Therefore, you will be bound by any judgments or orders that are entered in this Action,
and, if the Settlement is approved, you will be deemed to have released each and all of the Defendants from any
and all claims that were or could have been asserted in this case on your behalf or are otherwise included in the
release in the Settlement, other than your right to obtain the relief provided to you, if any, by the Settlement.

Although you cannot opt out of Settlement, you can object to the Settlement and ask the Court not to approve the
Settlement. (See Section 18.)




                                                               4
10. Can I choose not to receive a payment?


Yes. For those who wish, for whatever reason, to decline the cash compensation to which you would be entitled under
the Settlement, the Settlement Agreement provides that certain Minimum Benefit Class Members may elect not to receive
a payment. If you wish to exercise this option, you should complete and return a Claim Form. The amount attributable to
your claim will then be determined and you will receive an election form. You may indicate on your election form that you
do not wish to receive a payment, and the amount attributable to your claim will then be returned to the Retirement Plan.

                                                THE SETTLEMENT BENEFITS


11. What does the Settlement provide?


Defendants have agreed that:

        (a)     They will pay a total of $16,000,000 in cash to be used to pay all distributions to members of the Minimum
                Benefit Subclass and all Administrative Expenses and the Class Attorneys’ Expenses;

        (b)     Delta will issue non-transferable Warrants, as defined in the Warrant Agreement, to members of the Lump
                Sum Subclass, giving the holders the right to obtain common stock of Delta totaling one million shares.

The cash and Warrants will be distributed among the members of the Settlement Class in the manner specified in the
Agreement, portions of which will be awarded to Class Counsel. (See Section 17.) The following describes in general
terms how this will work:

        1. Qualified Settlement Fund. The Retirement Plan will pay $15,500,000 into a Qualified Settlement Fund.
           That Fund (after deduction for those Attorneys’ Expenses, Settlement Administration Expenses, and
           Attorneys’ Fees that may be approved by the Court) will be distributed to those Minimum Benefit Subclass
           members who are lawfully allowed to receive additional payments from the Retirement Plan because they are
           not subject to the maximum allowed by federal law. Generally speaking, these are persons in the Minimum
           Benefit Subclass who are not Bridge Plan Participants, as defined in the Agreement. Among these Subclass
           members, the amount received will depend upon the date of a pilot’s retirement, with greater payments being
           made to those pilots who retired on or after July 1, 1997 and who were thereby affected by the Benefit Unit
           “freeze” that is the subject of Count II. To receive payment from the Qualified Settlement Fund, Subclass
           members must timely submit their Claim Forms. (See Section 14).

        2. Non-Qualified Settlement Fund. Delta will pay $500,000 into a Non-Qualified Settlement Fund. That Fund
           (after deduction for those Attorneys’ Expenses and Settlement Administration Expenses that may be
           approved by the Court) will be distributed to those Minimum Benefit Subclass members who cannot receive
           additional payments from the Retirement Plan because they are already subject to the maximum qualified
           payments allowed by federal law. Generally speaking, these are persons in the Minimum Benefit Subclass
           who are Bridge Plan Participants, as defined in the Agreement. Among these Subclass members, the
           amount received will depend upon the date of a pilot’s retirement, with greater payments being made to those
           pilots who retired on or after July 1, 1997, and who were thereby affected by the Benefit Unit “freeze” that
           is the subject of Count II. To receive payment from the Non-Qualified Settlement Fund, Subclass
           members must timely submit their Claim Forms. (See Section 14).

        3. Warrants. Members of the Lump Sum Subclass will receive Warrants to purchase Delta common stock.
           The Warrants will be in four equal series with different exercise prices. The Warrants may be exercised at
           any time for up to five years after they are issued, which will occur after the Final Approval of the Settlement.
           Lump Sum Subclass members will receive different numbers of Warrants based on when they elected a lump
           sum, if they have, and other factors that reflect their circumstances. Pilots who were employed by Delta on
           January 1, 2005, will receive different amounts of Warrants depending upon their number of years of service
           as of that date, with more Warrants going to those pilots with longer service.




                                                             5
12. How much will my payment be?


If you are part of the Minimum Benefit Subclass, your share of the cash will be determined under the Agreement on a
pro rata basis, which means it will be based, in part, on how many other members of the Settlement Class return valid Claim
Forms by the deadline. How the cash shares are to be allocated under the Settlement will be based on a number of
considerations that were taken into account in arriving at the Settlement, including the date that members of the Minimum
Benefit Subclass retired and whether they received or are currently receiving pension benefits from the Bridge Plan, which
the Court dismissed from this Action. These factors determine what claims affected particular Minimum Benefit Subclass
members, and reflect the strengths and weaknesses of those claims. Only after the deadline for returning Claim Forms has
passed will it be possible to determine how much each Class Member’s share will be. At that point, if you are entitled to
receive payment from the Qualified Settlement Fund, you will receive an additional form that must be filled out and returned
to satisfy federal income tax regulations that apply to this payment.


13. What am I giving up as part of the settlement?


If the Settlement becomes final, you will be releasing all of the claims identified in Sections 3.32 and 13 of the Agreement,
and which are briefly described in question 3 under the heading “What is this lawsuit about?” The Agreement is available at
www.deltapilotspensionbenefitssettlement.com. The Agreement describes the released claims with specific descriptions, in
necessarily exact legal terminology, so read it carefully.

                                 HOW DO YOU GET A PAYMENT – SUBMITTING A CLAIM FORM


14. How can I get a payment?


If you are a member of the Minimum Benefit Subclass, you must complete and submit a Claim Form before the
deadline, which is AUGUST 24, 2005. Claim Forms are enclosed herewith for members of the Minimum Benefit Subclass.
You can also get a Claim Form at www.deltapilotspensionbenefitssettlement.com or by calling 1-800-294-1319 or writing to
the address below. In order to be valid, Claim Forms must include all required information. Claim Forms must be received
by August 24, 2005 at the following address:

                                          Delta Air Lines, Inc. ERISA Litigation
                                            c/o The Garden City Group, Inc.
                                                Settlement Administrator
                                                  P.O. Box 9000 #6319
                                                 Merrick, NY 11566-9000

Please keep this important deadline in mind. Forms that are not received by August 24, 2005 will not be accepted.


15. When would I get my payment?


The distributions of cash and Warrants referred to in the Agreement will be made after Final Approval of the Settlement. The
Court is scheduled to consider final approval at a hearing on September 6, 2005 (See section 19). The Court may change
that date at its discretion.

                                               THE LAWYERS REPRESENTING YOU


16. Do I have a lawyer in this case?


The Court appointed the law firms of SEEGER WEISS LLP (Christopher A. Seeger, David R. Buchanan, and Diogenes
P. Kekatos, Esqs.), One William Street, New York, New York 10004; PARKS, CHESIN & WALBERT, P.C. (David F. Walbert,
Andrew Coffman, Esqs.), 75 14th Street, N.W., 26th Floor, Atlanta, Georgia 30309; GILMAN & PASTOR, 60 State Street,
37th Floor, Boston, MA 02109; PARRY, DEERING, FUTSCHER & SPARKS, 411 Garrard Street, Covington, Kentucky 41012;
GADDY LAW FIRM, 2024 San Pedro Road, N.E., Albuquerque, New Mexico, 87110; and THE ROSSBACHER FIRM,
                                                             6
811 Wilshire Blvd., Suite 1650, Los Angeles, CA 90071-2666, to represent the Class. These lawyers are called Class Counsel.
You will not be charged for these lawyers. These lawyers will be paid under the terms of the Agreement. If you want to be
represented by your own lawyer, you may hire one at your own expense.

17. How will the lawyers be paid?


If the Settlement is approved by the Court, the Court will also determine the fee that Class Counsel will receive as a
portion of the Warrants and cash payments made by Defendants. Class Counsel also seek repayment of the expenses
they have advanced during their prosecution of the Action, which exceed $200,000.00. Class Counsel’s requested award
of fees is based on the common fund recovery on behalf of the Class, the length of time that they have prosecuted these
claims on behalf of Plaintiffs and the Class, the level of risk that they assumed when they undertook these cases, and
other factors the Court may consider under the law, including the substantial amount of work performed by them during
the course of this litigation. Based on those factors, Class Counsel will seek an award of one-third of the Warrants and of
the Qualified Settlement Fund under the Agreement.

You are not responsible for paying any part of this award.

                                              OBJECTING TO THE SETTLEMENT

18. What does it mean to object?


You can tell the Court that you do not agree with the Settlement or some part of it. Objecting is telling the Court that you
do not believe the Settlement to be fair, reasonable, and adequate.

To object, you must give reasons why you think the Court should not approve it. As a member of the class, you are
entitled to have the Court consider your views. To object, you must send a letter saying that you object to the Settlement
in In re Delta Air Lines, Inc. ERISA Litigation. Be sure to include your name, address, telephone number, your signature,
and the reasons you object to the Settlement. Mail the objection to the three different places listed below. You must
mail your objection so that it is received no later than August 24, 2005.

COURT                                          CLASS COUNSEL                           DEFENSE COUNSEL
Clerk of the Court                             David F. Walbert, Esq.,                 H. Douglas Hinson, Esq.
Northern District of Georgia                   PARKS, CHESIN & WALBERT                 ALSTON & BIRD LLP
Richard B. Russell Federal Building and        75 14th Street, N.W.                    One Atlantic Center
Courthouse                                     26th Floor                              1201 West Peachtree Street
75 Spring Street, SW                           Atlanta, Georgia 30309                  Atlanta, Georgia 30309-3424
Atlanta, GA 30303-3361

                            ALL PAPERS SUBMITTED MUST INCLUDE THE CASE
                      NUMBER MDL DOCKET NO. 1:02-MDL-01424-JEC ON THE FIRST PAGE.
                                             THE COURT’S FAIRNESS HEARING
The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to speak,
but you are not required to do so.


19. When and where will the Court decide whether to approve the Settlement?


The Court will hold a Fairness Hearing at 2:00 p.m., September 6, 2005, at the United States District Court for the
Northern District of Georgia, Courtroom of the Honorable Julie E. Carnes, 21st Floor, Richard B. Russell Federal Building
and Courthouse, 75 Spring St., SW, Atlanta, Georgia 30303-3361. The Court may change the date and/or the time of this
hearing. At the hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are
objections, the Court will consider them. At or after the hearing, the Court will decide whether to approve the Settlement.
We do not know how long these decisions will take.




                                                             7
20 . Do l have to go to the fairness hearing?


No, Class Counsel will answer questions Judge Carnes may have. You may, however go at your own expense. If you
send an objection, you do not have to go to Court to talk about it. You also may hire and pay your own lawyer to attend,
but that is not necessary.


21. May I speak at the hearing?


You may ask the Court for permission to speak at the Fairness Hearing if you timely filed a written objection. To do so,
you must send a letter saying that it is your “Notice of Intention to Appear” in the In re Delta Air Lines, Inc. ERISA
Litigation case, including your name, address, telephone number, and your signature. Your Notice of Intention to Appear
must be received no later than August 24, 2005 by the Clerk of the Court, Class Counsel, and Defense Counsel, at the
three addresses indicated above in section 18. Persons wishing to be heard in opposition to the Settlement must identify
in their written objections any witness they want to present and any exhibits they want to introduce into evidence at the
hearing, and they must deliver copies of any such exhibits to Class Counsel and Defense Counsel, at the addresses in
Section 18, no later than August 24, 2005. Objectors wishing to be heard at the Fairness Hearing must also summarize
in their written objection (see Section 18) the evidence they want to present so that the Court can determine whether it is
relevant and material to the issues.

                                                     IF YOU DO NOTHING


22. WHAT HAPPENS IF I DO NOTHING AT ALL?


If you do nothing, you will not get any cash payment from this Settlement, although you will receive Warrants if you are a
Member of the Lump Sum Subclass and the Settlement is approved by the Court. Whether you submit a Claim Form or
not, you won’t be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit asserting the legal issues
in this case.

                                                 GETTING MORE INFORMATION


23. Are there more details about the Settlement?


This notice summarizes the proposed Settlement. More details are in the parties’ Stipulation and Settlement Agreement.
You can get a copy of the Agreement by visiting www.deltapilotspensionbenefitssettlement.com.

Remember, do not contact the Court or Delta. They cannot help you with additional information.


DATE: July 20, 2005.




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