DELTA PILOTS SAVINGS PLAN BENEFITS HANDBOOK. Summary Plan Description (SPD) Effective as of July 1, 2010

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1 DELTA PILOTS SAVINGS PLAN BENEFITS HANDBOOK Summary Plan Description (SPD) Effective as of July 1, 2010

2 TABLE OF CONTENTS INTRODUCTION AND PLAN INFORMATION... 1 Plan Information and Notice... 1 Updates... 1 Notice of Company Rights... 2 Effective Date... 2 Obtaining a Printed Copy of This Handbook... 2 Other Information... 2 PLAN OVERVIEW... 3 The Plan at a Glance... 3 ELIGIBILITY AND ENROLLMENT... 5 Plan Eligibility... 5 Rehired Employees... 5 Enrolling in the Plan... 6 Voluntary Annual Increase Program... 7 Naming a Beneficiary... 7 When Participation Ends... 8 PLAN CONTRIBUTIONS... 9 How Much You Can Contribute... 9 Pre-Tax Contributions... 9 Roth 401(k) Contributions... 9 Limits on Pre-Tax and Roth Contributions... 9 After-Tax Contributions Which Type of Contribution Is Best for Me? Catch-up Contributions Changing Your Contribution Elections Suspension of Your Contributions Making Up Contributions After a Military Leave Company Contributions Non-Discrimination Testing Rollover Contributions Vesting Summary Plan Description effective as of July 1, 2010

3 YOUR INVESTMENT CHOICES Your Investment Options BrokerageLink Default Investment Fund Company Stock Fund Responsibility for Investments The Importance of Diversifying Your Retirement Savings Important Information About Your Investments Changing Your Investment Mix Financial Engines Accessing Your Account Valuation of Your Account Account Statements RECEIVING A DISTRIBUTION FROM YOUR ACCOUNT If You Retire or Become Disabled If You Leave Before Retirement Upon Your Death Payment of Small Amounts Determining the Value of Your Distribution How to Request a Distribution LOANS Eligibility How Much You Can Borrow Loan Fees Interest Rates and Repayment Periods Repaying Your Loan If You Fail to Repay Your Loan Loan Sources Tax Consequences How to Apply for a Loan WITHDRAWALS WHILE EMPLOYED In-Service Withdrawals Hardship Withdrawals Determining the Value of Your Withdrawal Tax Implications of a Withdrawal How to Apply for an In-Service or Hardship Withdrawal Summary Plan Description effective as of July 1, 2010

4 TAX CONSEQUENCES FOR WITHDRAWALS AND DISTRIBUTIONS Roth 401(k) Contributions Rollover of All or a Portion of Your Account Withholding of Income Taxes Penalty Taxes BENEFIT CLAIMS AND APPEAL PROCESS Filing a Claim Initial Claims Decision Right of Appeal Appeal Process PLAN ADMINISTRATION AND LEGAL RIGHTS Plan Name Type of Plan and Administration Plan Sponsor/Employer/EIN/Plan Identification Number Labor Organization Members Covered by the Plan Agent for Service of Legal Process Plan Year Plan Administrator Discretionary Authority of the Plan Administrator Plan Fiduciaries Plan Recordkeeper Source of Contributions and Plan Funding Organizations That Accumulate Assets or Provide Benefits Plan Trustee Electronic Media Assignment of Benefits Assistance in Reading the English Language Top-Heavy Provisions Overpayments by the Plan Payments to Minors/Incompetents Plan Costs and Fees Mutual Fund Pass-through Voting Rights Your Rights Under ERISA TERMS TO KNOW WHERE TO GET MORE INFORMATION Summary Plan Description effective as of July 1, 2010

5 INTRODUCTION AND PLAN INFORMATION Through the Delta Pilots Savings Plan (the Plan ), you and Delta can work together to help build income for your retirement years, taking advantage of valuable tax savings while you are a participant. The Plan was established by Delta effective January 1, 2008 pursuant to the terms of the Pilots Working Agreement ( PWA ) between Delta and the Air Line Pilots Association, International ( ALPA ). Under the PWA terms, Pilots and former Pilots (and their Beneficiaries and alternate payees, as applicable) participating in the Delta Family-Care Savings Plan as of December 31, 2007 had their account balances transferred to the Plan effective January 1, The Plan is a defined contribution plan subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and certain sections of the Internal Revenue Code of 1986, as amended (the Code ). Eligible Delta Pilots may contribute to the Plan through payroll deductions. Delta also makes fixed contributions to the accounts of all eligible Pilots, even if they decide not to contribute to the Plan. The information in this handbook applies to eligible Pilots of Delta and their Beneficiaries and alternate payees. Please read this handbook carefully to learn how the Plan works. Effective April 1, 2009, the Northwest Airlines Retirement Savings Plan for Pilot Employees was merged into this Plan. After the merger, the terms and conditions of the Northwest plan continued to apply to applicable participants and their account balances were held in a separate trust. Effective July 1, 2010, except as otherwise noted in this handbook, Former NWA Pilots (and their beneficiaries and alternate payees) became subject to the terms and conditions of this Plan. On July 7, 2010, the account balances of such individuals were transferred to this Plan s trust and the separate Northwest plan trust ceased to exist. Plan Information and Notice ERISA requires that certain kinds of benefit plans be described to the participants of those plans in a summary plan description (SPD). This handbook serves as the SPD for the Delta Pilots Savings Plan. This handbook is only a summary of the benefits provided under the Plan. Its purpose is to give you an overview of the major features of the Plan and does not cover all the terms of the Plan. The provisions of the Plan are defined in the official Plan documents, which govern the terms and operation of the Plan. The summary in this handbook does not take the place of those documents. If there is any conflict between the information in this handbook and the Plan documents, the Plan documents will govern. Definitions of Capitalized Words The capitalized terms used in this handbook have special meaning. Please refer to the Terms to Know section at the end of this handbook for definitions. Updates In addition to this handbook, you may, from time to time, be notified of the posting of updates or Summaries of Material Modifications (SMMs) that describe changes to the benefits of the Plan. You should always timely refer to these updates, as well as the material in this handbook, to obtain the most recent information available about these benefits. Summary Plan Description effective as of July 1,

6 Notice of Company Rights As with all Delta benefits, Delta reserves the right to amend, modify, suspend contributions or terminate all or any part of the Plan in its sole discretion at any time and for any reason subject to the requirements of the PWA. Any such amendment, modification, suspension or termination may apply to active employees and their Beneficiaries and alternate payees, as well as former employees, inactive employees, retirees, Disabled employees, and employees on a leave of absence or furlough. Any amendment or modification may be applied prospectively or retroactively, provided that such action may not deprive any persons of their right to any benefit to which they were entitled prior to such action. In the event of complete or partial termination of the Plan or upon a complete discontinuation of company contributions to the Plan, the Plan Administrator may direct that the entire value of each participant s account be distributed in cash or, subject to applicable securities laws, in kind. However, if the Plan is terminated, amounts attributable to your pre-tax contributions (and their earnings) may be distributed, subject to certain exceptions, only if, at the time of termination and within 12 months after all Plan assets are distributed, neither Delta nor any of its affiliates maintains any other defined contribution plan (other than an employee stock ownership plan). Plan assets that are held in the Stable Value Fund are subject to certain restrictions that, in the event of Plan termination, may affect the timing and value of participant account distributions. Such distributions from the Stable Value Fund may be made in installments over a period of one or more years or, if distributed in a single sum, incur a reduction in value (the amount of such a reduction would depend on market value adjustments made by each issuer to the value of assets distributed from its respective contracts). This Plan may be amended or modified by any person or persons authorized by Delta to take such actions. Delta and its vendors have the right to recover overpayments, regardless of the cause, nature or source of the overpayments. Nothing in the Plan, including the receipt of benefits, is to be construed as a contract of employment, and nothing in the Plan gives any employee the right to be retained in the employ of Delta or to interfere with the rights of Delta to discharge any employee at any time. Effective Date This handbook highlights the benefits available to eligible Pilot employees under the Plan as of July 1, 2010, unless otherwise noted. Obtaining a Printed Copy of This Handbook If you would like to have a printed copy of this handbook, call the Delta Employee Service Center (ESC) at MY DELTA ( ) to learn how you can receive a printed copy. You may also access a copy from the Fidelity website at or by calling the Delta Service Center at Fidelity at Other Information If you have questions after reviewing this handbook, refer to the Where to Get More Information section at the back of this handbook. Summary Plan Description effective as of July 1,

7 PLAN OVERVIEW The Plan at a Glance The Delta Pilots Savings Plan is Delta s 401(k) plan for Pilot employees. It helps you build financial security while providing you with valuable tax advantages today. Plan Feature Who Can Participate and When Enrollment Your Contributions Company Contributions Investment Choices How the Plan Works Delta Pilot employees can participate in the Plan on the date they are hired or rehired by Delta as a Pilot Once eligible, you can enroll in the Plan at any time If you do not enroll (or if you do not affirmatively elect no to contribute to the Plan) within 90 calendar days from your date of hire or rehire, you automatically will be enrolled at a 3% pre-tax contribution rate You can enroll either online or by telephone You contribute to the Plan through convenient payroll deduction You can make pre-tax, Roth 401(k) or after-tax contributions or a combination of the three subject to certain Plan and Code limits If you are age 50 or older, you can make additional pre-tax or Roth 401(k) contributions to the Plan as catch-up contributions You also may make a rollover contribution of distributions from an eligible retirement plan You may stop, resume or change your rate of contributions at any time You may elect to have your Plan contribution rate automatically increase on an annual basis Delta makes a contribution to your account each pay period even if you elect not to contribute to the Plan For all Pilots except Former NWA Pilots hired on or before September 1, 2007, Delta makes a fixed contribution to your account equal to 2% of your eligible Earnings If you are a Former NWA Pilot hired on or before September 1, 2007, the amount of Delta s fixed contribution is 1% of your eligible Earnings for 2010 and 2% of your eligible Earnings for future years. Certain Former NWA Pilots may also be eligible for additional company contributions under the Plan. You choose how to invest all Plan contributions among a wide range of investment options If you do not have an investment election on file, all Plan contributions automatically will be invested in the Lifecycle Fund that has a target retirement date closest to the year that you might retire at age 65, based on your date of birth You may change your Plan investment elections and transfer your account balance among investment options at any time Investment earnings on pre-tax, after-tax and company contributions grow taxdeferred until they are distributed to you. Investment earnings on Roth 401(k) contributions are not taxed if they are withdrawn under certain conditions Summary Plan Description effective as of July 1,

8 Plan Feature Vesting (when you own Plan contributions and their investment earnings) Loans Withdrawals While Working Distributions How the Plan Works You are always 100% vested in both your own and company contributions (and their investment earnings) While you are an active Pilot, you may borrow a portion of the value of your account You may have up to three loans from the Plan at a time You repay your loan to your account, with interest, through after-tax payroll deductions You may withdraw your rollover or after-tax contributions (and their investment earnings) at any time and for any reason You also may withdraw your pre-tax or Roth 401(k) contributions for any reason after you reach age 59½ or in cases of financial hardship before age 59½ Special rules for Former NWA Pilots also apply You can receive the value of your Plan account when your Delta employment ends (including retirement) or you become Disabled. Distribution options may include: - A complete or partial lump-sum payment (a complete payment is automatic if your vested account balance is $1,000 or less) - Monthly installments over a definite period, your expected lifetime or the expected lifetimes of you and your spouse Distribution of your Plan account can be deferred up to April 1 following the year you reach age 70½ If you need additional information about the Plan or your account, contact the Delta Service Center at Fidelity at (TDD# ) or the Fidelity NetBenefits SM website at The Fidelity NetBenefits SM website is available 24 hours a day, seven days a week. To speak with a representative, call the Delta Service Center at Fidelity any Business Day from 8:30 a.m. to midnight Eastern time. Summary Plan Description effective as of July 1,

9 ELIGIBILITY AND ENROLLMENT Plan Eligibility You are eligible to participate in the Plan on your first day of employment as a Pilot employee of Delta. This means that you may enroll immediately (in the manner described on the following page) and make contributions to the Plan. Also, you will be eligible to receive fixed contributions beginning with your first pay period after your date of hire (or rehire). In addition, Pilot employees who are designated as Disabled Pilots are also eligible to participate in the Plan; however, such Pilots are currently only eligible to receive fixed contributions and may not make contributions to the Plan while they remain Disabled. Who Is Not Eligible to Participate? You are not eligible to participate in the Plan if you are a member of any of the following groups: Non-Pilot employees Contract or leased employees Non-resident aliens with no U.S. source of income Employees of: Comair, Inc. DAL Global Services, LLC Delta Private Jets, Inc. MLT, Inc. Regional Elite Airlines Services, Inc. Segrave Aviation, Inc. Other affiliates of Delta that have not adopted the Plan Rehired Employees If your employment with Delta terminates and you are later rehired and continue to meet the Plan s eligibility requirements, you will be eligible to begin participation in the Plan as of your rehire date. You may resume making employee contributions by enrolling in the Plan in the manner described below. You will be eligible to receive fixed contributions as of your rehire date. Note: If you are rehired and do not affirmatively elect within 90 days of your rehire date either to contribute to the Plan or to not contribute by electing a contribution rate of 0%, you will be automatically enrolled in the Plan at a 3% pre-tax contribution rate. For more information, see Automatic Enrollment for New Hires and Rehires, which appears later in this section. Summary Plan Description effective as of July 1,

10 Enrolling in the Plan If you are a new hire or rehired employee, you will receive a Plan enrollment package at your home address, normally within three to five business days from your date of hire or rehire. You also can obtain one by calling the Delta Service Center at Fidelity at (TDD# ) or visiting Fidelity NetBenefits SM at In the Plan enrollment package, you will find information about enrolling in the Plan and available investment options. Once you meet the Plan s eligibility requirements (as described above), you may enroll in the Plan at any time by calling the Delta Service Center at Fidelity at (TDD# ) or online via NetBenefits SM at Here is how: Create a Personal Identification Number (PIN) if you do not already have an account with Fidelity. You will use this PIN each time you access your Plan account. The website or phone line will prompt you to create a PIN. This PIN will be used to access both the Plan and the Delta Pilots Defined Contribution Plan; however, you will need to make separate investment elections for each plan Make your contribution and investment elections by selecting the percentage of eligible Earnings you wish to save in the Plan, the type(s) of contributions, and how you want Plan contributions invested among the available investment options Designate the person(s) (your Beneficiary(ies)) who will receive your Plan account balance if you die before receiving a final distribution of your account If you do not want to contribute to the Plan, you must elect a contribution rate of 0% or, if you are a new hire or rehired employee, you will be automatically enrolled in the Plan as described more fully in the Automatic Enrollment for New Hires and Rehires section below. If you are not subject to the Plan s automatic enrollment provisions (as described below), and you chose not to enroll when you were first eligible, you can elect to contribute at any time by following the enrollment procedure outlined above. When Your Enrollment Becomes Effective Your contribution elections will be effective as soon as administratively practicable after you enroll. Generally, this is one to two pay periods following your enrollment date. Your enrollment elections will remain in effect as long as you are eligible to make contributions to the Plan or until you make a change. Automatic Enrollment for New Hires and Rehires If you are a new hire or rehired Pilot and within 90 days of your date of hire or rehire, you do not either enroll in the Plan or affirmatively elect not to contribute, you will be automatically enrolled for pre-tax contributions at a rate of 3% of your eligible Earnings. These automatic pre-tax contributions will begin with the first pay period on or following your 90th calendar day of employment or re-employment, and will continue either until you affirmatively elect to change or discontinue the contributions. Note: If you do not wish to be automatically enrolled in the Plan, you must elect a contribution rate of 0% within the first 90 days of your employment or reemployment using the enrollment methods described above The Plan s automatic enrollment provision does not apply to Pilots hired or rehired prior to January 1, 2008 or Former NWA Pilots Summary Plan Description effective as of July 1,

11 Voluntary Annual Increase Program Through the Plan s voluntary Annual Increase Program, you can establish annual increases to your Plan contributions. You simply elect your desired increase amount (in whole percentages) and the increase effective date, and each year your contribution rate will increase automatically. Generally, your annual increase election will be applied within one to two pay periods after your designated increase effective date. Your participation in this program will continue as long as you continue to make contributions to the Plan, subject to the following exceptions: If your contributions to the Plan are suspended, your increase also will be suspended If you are close to or have attained a Plan or Code contribution limit, none or only some of your increase increment will be applied on your designated increase date In addition, you may discontinue or change the amount or timing of your annual increase at any time. To participate, log on to Fidelity NetBenefits SM at or call the Delta Service Center at Fidelity at (TDD# ), then elect the increase amount and the date on which you wish this annual increase to become effective. Naming a Beneficiary It is important to name a Beneficiary to receive your account balance if you die before receiving a distribution of your entire account balance. You may name a primary Beneficiary or Beneficiaries, as well as a secondary Beneficiary or Beneficiaries who will receive the account if the primary Beneficiary(ies) you named predeceases you. Important Note About Prior Beneficiary Designation for Former NWA Pilots When the Northwest Airlines Retirement Savings Plan for Pilot Employees was merged into the Plan, your beneficiary information did not transfer. Please review this section carefully to learn how to name a Beneficiary. If you do not do so, upon your death, your Plan account will be distributed according to the Plan rules described below and not pursuant to the Beneficiary designation you had on file under the prior plan. If you are married, under federal law, your spouse is automatically your Beneficiary. If you wish to name someone other than your spouse as your Beneficiary, you may do so with your spouse s notarized consent. If you are single, you may name anyone as your Beneficiary. However, keep in mind that if you get married, your spouse automatically replaces any previously named Beneficiary(ies). To designate (or change) a Beneficiary, you must complete a Beneficiary designation form. You may designate your beneficiary online by visiting NetBenefits SM at and clicking on the Profile tab at the top of the screen. You also may obtain a copy of the form by calling the Delta Service Center at Fidelity at (TDD# ). Once you have completed and signed the form, return it to Fidelity at: Delta Pilots Savings Plan Participant Service Center P.O. Box Cincinnati, OH Summary Plan Description effective as of July 1,

12 Your Beneficiary designation will become effective on the date that Fidelity receives your properly completed and signed form. Your designation must be on file with the Plan on the date of your death for the designation to be effective. It s important to keep your Beneficiary information current. Events such as marriage, divorce, birth, adoption or death of a family member may create a need to change your Beneficiary designation. If upon your death you have not named a Beneficiary, or if your designated Beneficiary has not survived you, cannot be found or does not submit a death benefit claim to the Plan Administrator within one year of your death, your personal representative (if any has so qualified within 15 months from the date of death) or, if there is no personal representative, your heirs at law will be considered your Beneficiary(ies). If two years from your death, no Beneficiary as described above is identified and located, your Plan account will be forfeited and used to reduce Delta s fixed contributions for that Plan Year. However, if a Beneficiary subsequently is located and he or she files a written claim with the Plan Administrator, and the individual satisfies the Plan Administrator that he or she is your Beneficiary, then the forfeited amount will be paid to such Beneficiary. Note: You must make a separate Beneficiary designation for each Delta benefit plan requiring beneficiaries in which you participate, such as the Delta Pilots Defined Contribution Plan. You cannot make a single beneficiary designation that applies to all plans. When Participation Ends Your participation in the Plan will end upon the earlier of: The date on which your entire Plan account is distributed to you, or The date on which the Plan is terminated Summary Plan Description effective as of July 1,

13 PLAN CONTRIBUTIONS How Much You Can Contribute Through convenient payroll deductions, you may contribute from 1% to 75% of your eligible Earnings each pay period to the Plan in 1% increments. If you are a Disabled Pilot, however, you are not eligible to make contributions to the Plan. Once you decide on the percentage of your pay to contribute, you have several choices on how you can make your contributions. You may contribute entirely on a pre-tax basis, entirely on a Roth 401(k) basis, entirely on an after-tax basis, or in a combination of the three, so long as your combined amount does not exceed your applicable contribution limit. In addition to the Plan limits, certain legal limits apply to the amount of pre-tax/roth 401(k) contributions that can be made to the Plan each year. See Limits on Pre-tax and Roth 401(k) Contributions below for more information. Pre-Tax Contributions If you elect to contribute to the Plan on a pre-tax basis, your contributions will be deducted from your pay before federal (and in most cases, state and local) income taxes are withheld. These contributions, however, will still be subject to Social Security taxes. You do not pay income taxes on these contributions or their investment earnings until they are distributed to you. In effect, you reduce your taxes now, while your account continues to grow tax deferred. Roth 401(k) Contributions You may elect to make Roth 401(k) contributions to the Plan. These contributions will be subject to all applicable federal, state and local income taxes before being allocated to your Plan account, and, therefore, do not provide current tax savings. However, investment earnings on your Roth 401(k) contributions will be distributed tax-free if they are part of a qualified distribution (as described further in this handbook). For details on Roth 401(k) contributions, go to select Tools & Learning, About 401(k)s, and then Roth. Limits on Pre-Tax and Roth Contributions In addition to the Plan contribution limit described above, the Code limits the total dollar amount of pre-tax and Roth 401(k) contributions you can make to the Plan each calendar year. This annual maximum is determined by the IRS each year and may be adjusted to reflect changes in the cost of living. The contribution limit in 2010 and 2011 is $16,500. If you reach this contribution limit, your pre-tax and Roth 401(k) contributions to the Plan will be stopped automatically. Your pre-tax and Roth 401(k) contributions will restart automatically the next year, unless you make a change. This contribution limit applies to all defined contribution plans that you participated in each year. If you worked for an employer other than Delta during the year and made pre-tax and/or Roth 401(k) contributions to that employer s 401(k) plan or to a Thrift Savings Plan, your total combined pretax/roth 401(k) contributions for the calendar year cannot exceed the pre-tax/roth 401(k) contribution limit noted above. It is your responsibility to adjust your contribution rate to the Plan accordingly to ensure that you do not exceed this limit. If you have determined that you have contributed more than the IRS limit in a Plan Year, you must notify Fidelity in writing no later than March 1 of the following year to have your excess contributions refunded to you. If you notify Fidelity Summary Plan Description effective as of July 1,

14 after this date, your excess contributions will remain in the Plan; however, they will be considered taxable income to you. No Spillover to After-Tax Contributions Option If your pre-tax and/or Roth 401(k) contributions exceed the Code limit during the year, your contributions will not be automatically diverted to after-tax contributions. There is not a spillover to after-tax contributions option under the Plan. Your pre-tax and/or Roth 401(k) contributions stop automatically when the Code limit is reached. If you are also contributing to the Plan on an after-tax basis, those contributions will not be affected. Your pre-tax and/or Roth 401(k) contribution deductions will resume automatically in January of the following year at the same percentage you have elected for the current year, unless you make a change. If, at any time during a Plan Year, you elect to discontinue your pre-tax and/or Roth 401(k) contributions, your contributions will not automatically begin again in January of the following year you will be responsible for restarting your contributions. After-Tax Contributions If you elect to contribute to the Plan on an after-tax basis, your contributions are taxed before being allocated to your account. While these contributions do not offer the same tax advantages as pre-tax contributions, taxes are deferred on the investment earnings on these contributions as long as these amounts remain in the Plan. When you receive a distribution or withdrawal from the Plan of your after-tax contributions, the contribution amounts will not be taxed again; however, any investment earnings on these contributions will be taxable. Which Type of Contribution Is Best for Me? As described above, you have three different options for contributing to the Plan. The type (or combination of types) of contributions that is best for you depends on your individual circumstances. The main difference between each of the options is if and when the contribution and/or their investment earnings are taxed. The following side-by-side comparison of the three contribution options may help you make your contribution decision. Savings Plan Feature Pre-Tax Roth 401(k) After-Tax Contributions taxed when made No Yes Yes Accumulated contributions (excluding investment earnings) taxed when distributed Yes No No Investment earnings taxed while in the Plan No No No Investment earnings taxed when distributed Yes No* Yes * Assumes distribution is a qualified distribution. Summary Plan Description effective as of July 1,

15 Catch-up Contributions Catch-up contributions are additional pre-tax and/or Roth 401(k) contributions that certain employees age 50 and older may make to the Plan each calendar year to help increase their retirement savings. You are eligible to make catch-up contributions if you are age 50 or older (or will reach age 50 by the end of the current year), and have made the maximum amount of pre-tax and/or Roth 401(k) contributions allowed under the limits of the Code or the Plan. The Code limits the dollar amount of catch-up contributions that you can make to the Plan each calendar year. The catch-up contribution limit for 2010 and 2011 is $5,500. In future years, the IRS may adjust this limit to reflect changes in the cost of living. If you worked for an employer other than Delta during the year and made catch-up contributions to that employer s 401(k) plan, your total catch-up contributions for the calendar year cannot exceed the catch-up contribution limit noted above. Catch-up Contribution Percentage Limit If you are eligible to make catch-up contributions, you can contribute from 1% to 75% of your eligible Earnings per pay period, up to the maximum annual catch-up contributions dollar limit. Catch-up contributions are made in addition to your regular pre-tax and/or Roth 401(k) contributions. Catch-up contributions will automatically stop when you reach the catch-up contribution dollar limit for a given calendar year. If you elect to make catch-up contributions but do not reach the maximum regular pre-tax and/or Roth 401(k) contributions allowed by the Plan or the Code by year end, some or all of your catch-up contributions will be reclassified as regular pre-tax and/or Roth 401(k) contributions under the Plan to the extent possible, and then as after-tax contributions. No penalties are associated with this change. Electing Catch-up Contributions Once you elect to make catch-up contributions to the Plan, this election will continue automatically in future years, unless you make a change. Please note that while your catch-up contribution election will continue automatically from year to year, it may be necessary to adjust your contribution percentage to take full advantage of the maximum catch-up contribution limits in future years. You can stop, start or change your catch-up contribution election at any time, as described below. If you are eligible to make catch-up contributions and wish to do so, call the Delta Service Center at Fidelity at (TDD# ) or log on to Fidelity NetBenefits SM at Changing Your Contribution Elections You may increase, decrease or suspend (stop) your contributions at any time. You also can change your contributions from after-tax to pre-tax, and from regular pre-tax to Roth 401(k), or vice versa. Changes or suspensions in contributions will be implemented as soon as administratively possible generally within 30 days from your next pay period. To make changes, call the Delta Service Center at Fidelity at (TDD# ) or log on to Fidelity NetBenefits SM at Summary Plan Description effective as of July 1,

16 Suspension of Your Contributions There are certain instances when the Plan or federal law requires that your contributions to the Plan be suspended. Any contributions made from your pay will be suspended automatically if you: Transfer to a class of employment not eligible to participate in the Plan Are on any approved leave of absence without pay Are absent from employment with Delta due to temporary Disability as determined by the Plan Administrator Are laid off for a period of up to one year Are absent from employment with Delta due to required service with the United States Armed Forces, or Receive a hardship withdrawal or, prior to December 1, 2010, an in-service after-tax withdrawal of your account. After an account withdrawal, your Plan contributions will be suspended for the following periods: Hardship withdrawal: six months In-service after-tax withdrawal: three months.* Effective December 1, 2010, your Plan contributions will no longer be suspended following an in-service after-tax withdrawal. Except as described below, after a period of automatic suspension, you will receive a notice from Fidelity informing you that your contributions are no longer suspended and providing details on how to resume your contributions to the Plan. For a transfer to an ineligible class, an unpaid leave of absence, a layoff or an absence due to required service with the United States Armed Forces: Your Plan contributions will be suspended for the period of your absence, and will resume upon your return to active employment To the extent that you voluntarily elected to suspend your contributions, you may elect to resume your contributions as described in Changing Your Contributions above. Making Up Contributions After a Military Leave If you leave Delta to enter qualified military service recognized under the Uniformed Services Employment and Reemployment Rights Act (USERRA), and you return to active employment with Delta, you may be able to make up contributions to the Plan. Under USERRA, you can make pre-tax, Roth 401(k), after-tax and catch-up contributions (if eligible) to the Plan for your period of the qualified military service as if you had continued to work for Delta and received (at least) the rate of pay you were receiving before your military service. These contributions are in addition to any regular pre-tax, Roth 401(k), after-tax and/or catch-up contributions you elect to make after your return. You have a period equal to three times the length of your military leave, but no more than five years, after your return to active employment to make up contributions. If this applies to you and you wish to make up your contributions, please call the Delta Service Center at Fidelity at (TDD# ) after you return from military leave to arrange for an election form to be mailed to you for these contributions. The election form should then be returned to the address listed on the form to be processed. Make-up contributions are not automatic. * This three-month suspension does not apply to Former NWA Pilots who take an in-service withdrawal of after-tax monies that were originally contributed to the Northwest Airlines Retirement Savings Plan for Pilot Employees. Summary Plan Description effective as of July 1,

17 In addition, Delta will make up any missed fixed contributions for your period of qualified military service, even if you do not contribute make-up contributions. The amount will be determined as if you had continued working for Delta during your military leave and received the same rate of pay you were receiving before your military service began. These contributions are automatic and will be made after you return to active service from your military leave. Company Contributions Delta can help you save for your retirement by making fixed contributions to the Plan. In addition, Delta may have made employer claim contributions and/or employer merger contributions to the Plan for certain eligible Pilots. Fixed Contributions Even if you elect not to contribute to the Plan, Delta will make a fixed contribution each pay period, as described below. For all Pilots except Former NWA Pilots hired on or before September 1, 2007, Delta will make a fixed contribution to your account equal to 2% of your eligible Earnings. If you are a Former NWA Pilot hired on or before September 1, 2007, the amount of Delta s fixed contribution is 1% of your eligible Earnings for 2010 and 2% of your eligible Earnings for future years beginning January 1, If you are a Disabled Pilot, you also are eligible to receive this fixed contribution; however, your eligible Earnings are based on the Disability Benefits you receive (see the definition of Earnings in the Terms to Know section of this handbook). Fixed contributions will not be made for any period of Disability beyond your FAA Mandatory Retirement Age (age 65). Once fixed contributions are stopped due to your reaching FAA Mandatory Retirement Age, in no event will fixed contributions be resumed, even if the FAA Mandatory Retirement Age should later increase. If you are a Disabled Pilot receiving Disability Benefits from the NWA LTD Plan, you will instead receive cash payments from Delta equal to the amount of fixed contributions you would have been entitled to receive under the Plan. However, if you are approved for Social Security disability benefits and provide notice of this to Delta, then your fixed contributions will be contributed to the Plan instead of being made as cash payments. Fixed contributions will be made on your behalf for any month in which you have Earnings paid to you, and will include the month in which you retire or otherwise terminate from employment or die, if you had Earnings paid to you in such month. However, if you are a Disabled Pilot, you will not have fixed contributions paid to you for any period of Disability after the date of your retirement or other termination of employment (other than a termination of employment pursuant to PWA Section 13.B.3 (due to exceeding 10 years on Disability)). Fixed contributions are also tax-deferred and will be invested in the same investment options as your own contributions under the Plan, if appropriate. If you do not make employee contributions to the Plan, you may have these contributions invested in any available investment option under the Plan. If you do not have investment elections on file with Fidelity, this contribution will be invested in the Plan s default investment fund (as described in Default Investment Fund ). Summary Plan Description effective as of July 1,

18 Employer Claim Contributions Under the terms of the PWA, ALPA had an allowed unsecured claim in Delta s and Northwest s bankruptcy cases (the ALPA Claim ). Certain pre-merger Delta Pilot employees may have been eligible to receive a portion of the ALPA Claim based on an allocation formula developed by ALPA. Delta and ALPA developed a program that allowed cash or equity securities received in respect of the ALPA Claim to be made to certain Plan participants through company contributions to the Delta Family-Care Savings Plan for the 2006 and 2007 Plan Years and to the Plan for the 2008 and 2009 Plan Years. Similarly, certain Former NWA Pilot employees also received ALPA Claim contributions as a result of the Northwest bankruptcy, and those contributions were also distributed according to an allocation formula developed by ALPA. These ALPA Claim contributions, in the form of cash or equity securities, were distributed to the Northwest Airlines Retirement Savings Plan for Pilot Employees for Plan Years from 2007 through If you received an employer claim contribution in Delta common stock, those contributions are maintained in a separate sub-account, which can be invested only in Delta common stock, within your Plan account. See Your Investment Options later in this handbook for additional information on how this sub-account can be invested. Any employer claim contributions made in cash are combined with your other company contributions within your Plan account. Employer Merger Equity Contributions In connection with Delta s merger with Northwest Airlines, Delta issued Delta common stock ( Pilot Shares ) for the benefit of Delta pilots, in the manner described in the PWA. Under the terms of the PWA, the proceeds of the Pilot Shares were distributed as company contributions to the Plan as Delta common stock. These employer merger equity contributions were made to eligible Pilots in the 2009 Plan Year. If you received an employer merger equity contribution in Delta common stock, those contributions are maintained in a separate sub-account, which can be invested only in Delta common stock, within your Plan account. See Your Investment Options later in this handbook for additional information on how this sub-account can be invested. Residual Contributions Eligible Former NWA Pilots (as defined in the next paragraph) may also receive a residual contribution to their Plan accounts each year if the total target contributions made to all participants in the Delta Pilots Defined Contribution Plan do not meet the annual target contribution amount. If residual contributions are necessary, the difference between the actual target contributions made and the annual target contribution amount will be contributed to the Plan and allocated to Eligible Former NWA Pilots pro rata based on their Earnings for a Plan Year. No residual contributions will be made to the Plan for Earnings paid for work performed after December 31, Eligible Former NWA Pilots are Former NWA Pilots, including Disabled Pilots who are receiving Disability Benefits from the NWA LTD Plan, who had been placed on the NWA system seniority list on or before September 1, 2007, and had been included as a participant in the Northwest Airlines Money Purchase Plan for Pilot Employees. Former NWA Pilots receiving disability retirement benefits from the Northwest Airlines Pension Plan for Pilot Employees are not Eligible Former NWA Pilots. Summary Plan Description effective as of July 1,

19 If an Eligible Former NWA Pilot who is receiving Disability Benefits from the NWA LTD Plan receives a distribution from the Plan of all or any portion of his NWA employer contributions, he will no longer be eligible to receive residual contributions, until he returns to active status. For additional information about these contributions, please see the Delta Pilots Defined Contribution Plan Benefits Handbook. Earnings and Contribution Limitations In addition to the limit on pre-tax contributions, the Plan must comply with other limits imposed by the Code and IRS regulations on contributions to the Plan. The Code limits the amount of annual earnings that may be considered for calculating contributions to the Plan. For 2010 and 2011, the limit is $245,000. The Code also limits the total amount of contributions (both employee and company contributions) that may be made to your account under this Plan and the Delta Pilots Defined Contribution Plan during a Plan Year to the lesser of 100% of your Earnings or, for 2010 and 2011, $49,000. Both of these dollar limits are indexed for inflation and may change in future years. If you reach these contribution or earnings limits, your employee contributions and company contributions to the Plan will be stopped automatically for the year, and you can only make catch-up contributions (if eligible) for the remainder of the calendar year. Your contributions will restart automatically the next year, unless you make a change. Excess Payments If the above limits are exceeded, the amount of fixed contributions that would have been contributed to the Plan but for such limits will be paid to you in cash as an excess payment to the extent provided in the PWA. Note: These excess payments are not a Plan benefit. They are taxable to you as ordinary income when they are paid to you as part of your regular paycheck. Non-Discrimination Testing Federal law requires that all Delta employees have the same opportunity to take advantage of pre-tax, Roth 401(k) and after-tax savings through the Plan. To ensure that the Plan is meeting these requirements, it must either meet certain anti-discrimination tests imposed by the IRS, which compare pre-tax, Roth 401(k) and after-tax savings and matching contribution rates of Highly Compensated Employees and non-highly Compensated Employees, or satisfy the safe harbor nonelective contributions requirements described in the Code. Depending on the results of the tests, and if you are considered a Highly Compensated Employee, the amount of your pre-tax contributions and/or aftertax contributions could be limited, or amounts may be refunded to you in order to pass the tests. You will be advised if you are affected by these tests. Rollover Contributions If you have balances in a former employer s qualified retirement plan and/or a traditional Individual Retirement Account (IRA), you may want to consider rolling over all or a portion of such balances to the Plan to simplify the management of your retirement savings. The Plan accepts rollovers of pre-tax, after-tax and Roth 401(k) contribution balances from employersponsored qualified retirement plans, as well as pre-tax balances from 403(b) plans (such as plans of tax-exempt organizations) and governmental 457(b) plans. In addition, you can roll over pre-tax balances from traditional IRAs to the Plan. The Plan cannot accept rollovers from Roth IRAs. Because the Plan can only accept rollovers from eligible retirement plans like the ones described above, it is Summary Plan Description effective as of July 1,

20 important to make sure that the amounts you wish to roll over will be accepted by the Plan. You should confirm that your previous plan is an acceptable rollover plan by validating the plan type with your prior plan sponsor. An incorrect plan type could invalidate your rollover. You have two options when initiating a rollover: You may make a direct rollover contribution by requesting a check payable to Fidelity Investments Institutional Operations Company, Inc. (or FIIOC) for the benefit of [YOUR NAME] (the trustee of the Plan) from your previous employer s qualified retirement plan or rollover IRA. This avoids automatic federal income tax withholding. Also, it avoids the possible 10% early withdrawal penalty if you are under age 59½. This is the only type of rollover permitted for Roth contributions and after-tax contributions You may receive the distribution in a check made payable to you and then roll over the distribution to the Plan within 60 days of receipt; however, your previous plan administrator must withhold federal income taxes and possibly state taxes on the distribution amount. As a result, you cannot roll over 100% of your eligible distribution unless you have extra savings available to make up the amount withheld. You also must roll over that amount within 60 days of your distribution. If you do not make up the amount withheld, that amount is considered a withdrawal from the prior plan or IRA and will be subject to ordinary income taxes and possibly a 10% early withdrawal penalty if you are under age 59½ Any rollover contributions made to the Plan will be held in a separate rollover account. To Initiate an Incoming Rollover You can get an Incoming Rollover Contribution Application with instructions by calling the Delta Service Center at Fidelity at (TDD# ) or visiting Fidelity NetBenefits SM at If you are a former employee of certain companies affiliated with Delta, you may be eligible to transfer your entire defined contribution account in the plan maintained by one or more of those affiliates into the Plan. The affiliate s plan must be a 401(k) plan, a profit sharing plan or both. You can transfer your accounts up to six months from your date of employment with Delta. If you are interested in making this transfer, call the Delta Service Center at Fidelity at (TDD# ) for an Elective Transfer Application. Vesting Being vested means you have earned a non-forfeitable right to the money in your Plan account. You are always 100% vested in your own contributions (pre-tax, Roth 401(k), after-tax and rollover contributions), and in all investment earnings on these contributions. You also are always 100% vested in Delta fixed contributions, employer claim contributions and employer merger contributions. Summary Plan Description effective as of July 1,