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,

21 YOUR INVESTMENT CHOICES Plan contributions have the potential to grow even more through investment earnings. You can choose how to invest all contributions to your Plan account both your own and Delta s contributions among the Plan s many investment options. When you enroll in the Plan and throughout your participation in it, you have two investment decisions to make to determine your investment mix: Which funds to choose, and What percentage of your account to invest in each fund you choose You generally may invest your current employee and company contributions in one or more of the Plan s investment options in 1% increments. When combined, your investment elections must equal 100%. Note: If you do not have an investment election on file with Fidelity, all contributions to the Plan (other than rollover contributions) automatically are invested in the Plan s default investment fund. See later in this section for a description of the default investment fund. Your Investment Options The Plan offers many investment options, with different investment strategies and goals. These options range from relatively lower-risk options with lower potential returns to investments with both higher risk and higher potential for returns. Note: While employer merger equity contributions and employer claim contributions, if any, received in Delta common stock may continue to be invested that way, no other Plan contributions may be invested in Delta common stock. Any shares of Delta common stock in your account may be sold, at your direction, and the proceeds invested in any of the other investment options available under the Plan. However, once you direct the sale of your Delta common stock, in no event may the proceeds of that sale be reinvested in Delta common stock. The Plan s investment options are divided into four tiers to help you determine the investment approach that s right for you, based upon how comfortable you are choosing investments: Tier 1: Lifecycle Funds Lifecycle Funds offer a predetermined mix of stocks, bonds, and short-term investments in each fund. There are 10 Lifecycle Funds created exclusively for the Plan (and Delta s other defined contribution plans (the Delta Plans )). Target Date Target Date Target Date Lifecycle Retirement Fund Lifecycle 2015 Fund Lifecycle 2020 Fund Lifecycle 2025 Fund Lifecycle 2030 Fund Lifecycle 2035 Fund Lifecycle 2040 Fund Lifecycle 2045 Fund Lifecycle 2050 Fund Lifecycle 2055 Fund The Lifecycle Funds are designed for investors expecting to retire around the year indicated in each fund's name. Except for the Lifecycle Retirement Fund, the funds' asset allocation strategy becomes increasingly conservative as it approaches the target date and beyond. Ultimately, they are expected to merge with the Lifecycle Retirement Fund, which is designed for investors currently in retirement, and therefore has the most conservative investment mix. The investment Summary Plan Description effective as of July 1,

22 risks of each Lifecycle Fund change over time as its asset allocation changes. They are subject to the volatility of the financial markets, including equity and fixed income investments in the U.S. and abroad and may be subject to risks associated with investing in high yield, small cap and, commodity-related, foreign securities. Principal invested is not guaranteed at any time, including at or after their target dates. Tier 2: Index Funds These funds cover a broad range of investments; however, their investment mix automatically seeks to track the performance of a specific market index. Often considered the low-cost approach to investing, there are five index funds created exclusively for the Delta Plans. Bond Domestic Equities International/ Global Emerging Markets Bond Index Fund S&P 500 Equity Index Fund Small/Mid Cap Equity Index Fund International Equity Index Fund Emerging Markets Equity Index Fund Tier 3: Actively Managed Funds These funds cover an even broader range of investment types, from short-term investments to sector-specific. The goal of these funds is to do better than its index, not just match it. These funds have a wide range of investment objectives. There are 12 actively managed funds eight funds created exclusively for the Delta Plans, and four mutual funds. Money Market Stable Value Bond Domestic Equities International/ Global Emerging Markets Specialty Fidelity Institutional Money Market Portfolio Institutional Class* Stable Value Fund Diversified Bond Fund Legg Mason Global Opportunities Bond Fund Class IS* Fidelity Contrafund Class K* Large Cap Growth Fund Large Cap Value Fund Small/Mid Cap Growth Fund Small/Mid Cap Value Fund International Equity Fund Emerging Markets Equity Fund DWS RREEF Real Estate Securities Fund Institutional Class* * These are mutual funds offered in the Delta Plans, and are generally available to the public. As a result, they are required to provide a prospectus. The other eight funds, created exclusively for the Delta Plans, are described in fund factsheets. Tier 4: Fidelity BrokerageLink If you are comfortable taking even more control over your investments, you can also invest in virtually thousands of mutual funds and most listed stocks, options, many types of bonds, and foreign securities. BrokerageLink provides a greater variety of investment options for participants who are comfortable with the increased risk of investing part of their retirement savings within a brokerage account, and who are familiar with how a brokerage account operates. Delta does not monitor or select the investments offered in a BrokerageLink account. A more-detailed description of BrokerageLink is provided later in this section Detailed information on these investment options is available on the Fidelity NetBenefits SM website at The funds that are mutual funds have a prospectus available and the funds created exclusively for the Delta Plans are described in fund factsheets. You can view investment fund factsheets and any applicable mutual fund prospectuses on the Fidelity NetBenefits SM website at You also can call the Delta Service Center at Fidelity at (TDD# ) to ask for a prospectus to be mailed to your address on record with Fidelity. Be sure to read the fund factsheets and any applicable mutual fund prospectuses before you make your investment decisions. These sources provide important information you should know before making any investment decisions, such as fund management, strategy, holdings, fees and performance. Summary Plan Description effective as of July 1,

23 BrokerageLink BrokerageLink gives you an opportunity to invest a portion of your account in a wide array of mutual funds in addition to the investment options offered by the Plan under Tiers 1, 2 and 3. Securities and mutual funds available through BrokerageLink include stocks (excluding Delta stock), corporate bonds, zero-coupon bonds, U.S. Treasury securities, mortgage securities and U.S. government agency bonds, certificates of deposit (CDs), foreign securities (through American Depository Receipts), exchange-traded funds, Fidelity mutual funds, and non-fidelity mutual funds available through Fidelity Funds Network. If you choose this option, you first have to open a BrokerageLink account. BrokerageLink requires an initial minimum investment of $2,500 and a minimum account balance of $2,500 while you are a participant. Any subsequent exchanges into the account must be at least $1,000. At least 2% of the balance in your account must be invested in accounts other than BrokerageLink. There is no setup fee for establishing or maintaining a BrokerageLink account. However, if you invest in BrokerageLink, you are responsible for paying all expenses and costs relating to your account, including BrokerageLink commissions and any applicable mutual fund fees. As with your investments in Tier 1, 2 or 3 funds, you are responsible for the investments you make in the BrokerageLink account. You should be sure to read the prospectus of any investment option carefully before making any investment decisions. Certain features of the Plan are not available if you have a BrokerageLink account. Additional information is provided in the appropriate sections of this handbook. You may request a Delta BrokerageLink Kit on the Fidelity NetBenefits SM website at or by calling the Delta Service Center at Fidelity at (TDD# ). Default Investment Fund If you do not direct Fidelity how to invest your Plan account, all contributions to your account (other than rollover contributions) will be invested in the Plan s default investment fund. This default investment is 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. Birthday Default Fund Retirement Date Range Before 1948 Lifecycle Retirement Fund Before /1/1948 to 12/31/1952 Lifecycle 2015 Fund /1/1953 to 12/31/1957 Lifecycle 2020 Fund /1/1958 to 12/31/1962 Lifecycle 2025 Fund /1/1963 to 12/31/1967 Lifecycle 2030 Fund /1/1968 to 12/31/1972 Lifecycle 2035 Fund /1/1973 to 12/31/1977 Lifecycle 2040 Fund /1/1978 to 12/31/1982 Lifecycle 2045 Fund /1/1983 to 12/31/1987 Lifecycle 2050 Fund After 1987 Lifecycle 2055 Fund 2053 and after The default investment fund is intended to meet the requirements of a qualified default investment alternative under Section 404(c)(5) of ERISA. Summary Plan Description effective as of July 1,

24 Company Stock Fund Certain Pilots may have Delta common stock in their Plan accounts as a result of bankruptcy claims or merger contributions. In addition, certain Former NWA Pilots may have held Delta common stock under the Northwest Airlines Retirement Savings Plan for Pilot Employees. If you held Delta common stock in the Northwest plan, these holdings were transferred to the Plan on July 7, The Company Stock Fund is a closed fund. Any shares of Delta common stock in your account may be sold, at your direction, and the proceeds invested in any of the other investment options available under the Plan. However, once you direct the sale of your Delta common stock, in no event may the proceeds of that sale be reinvested in Delta common stock. Responsibility for Investments The Plan allows you to exercise control over the assets in your account by choosing from a number of investment options and allocating your account among these options on a frequent basis. Because the Plan is intended to constitute a plan described in Section 404(c) of ERISA and Title 29 of the Code of Federal Regulations, Section (c)-1 (a 404(c) plan), the fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a participant. This means that Plan fiduciaries will not be liable for investment losses or any breach of fiduciary duty resulting from a participant s exercise of control over his or her account. Therefore, it is important that you review your account regularly and monitor changes in the investment options available under the Plan. The Importance of Diversifying Your Retirement Savings To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk. In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals and different tolerances for risk. Important Information About Your Investments Investment options have expense ratios and other fees that may reduce total investment returns. The expense ratio, which is the percentage of assets deducted each fiscal year to cover the cost of operating the fund (other than brokerage costs), applies to all Plan investment options. A few of the funds in the Plan charge short-term trading fees when an investor moves money out of a fund within a period of 90 days or fewer of making the original investment. You can find information on expense ratios and short-term trading fees in the Fund Descriptions which are available by calling the Delta Service Center at Fidelity at (TDD# ) or visiting Fidelity NetBenefits SM at Summary Plan Description effective as of July 1,

25 Changing Your Investment Mix Future Contributions You may change your investment elections for future contributions at any time by calling the Delta Service Center at Fidelity at (TDD# ) or visiting Fidelity NetBenefits SM at All changes must be made in 1% increments. Once your transaction is processed, your future contributions will be invested in accordance with your new investment elections. This generally takes one to two pay periods following the receipt of your request. Current Account Balances You may transfer your existing account balances among the Plan s investment options at any time, subject to the restrictions described below. These changes may be made in either specific dollar amounts (minimum of $250 or 100% if the balance is less than $250) or in whole percentage increments. If instructions changing your current investments are received by 4 p.m. Eastern time on a given Business Day, such instructions will become effective as of that day. If instructions are received after 4 p.m. Eastern time or at any time on a non-business Day (such as weekends or market holidays), such instructions will become effective on the next Business Day. Financial Engines Financial Engines is an independent, registered investment adviser that provides two programs to Plan participants. Professional Management is a program that lets professionals select and manage investments in your Plan account on your behalf. Online Advice is a Web-based tool that provides investment advice for your Plan account. See below for more information on each program. Professional Management With the Professional Management program, a team of professionals using proprietary tools analyzes the investments available in the Plan and selects a personalized mix designed to be appropriate for you. Financial Engines works with Fidelity to handle all the transactions to put an investment strategy into action for you and continues to manage your Plan account over time to help keep you on track. There is a fee for this program; see the program fees in the chart below: Plan Account Balance Up to $100,000 The next $150,000 Over $250,000 Annual Program Fee 0.45% per year (45 basis points) 0.35% per year (35 basis points) 0.20% per year (20 basis points) The program fee will be automatically deducted from your Plan account every quarter. This amount will be based on the number of days the account was managed during the quarter and will be noted on the quarterly Plan participant statement. Summary Plan Description effective as of July 1,

26 Online Advice If you prefer to actively manage your Plan account, Online Advice may be right for you. This easy-touse website offers objective, professional advice to help you refine your investment strategy. Log on to for a personalized forecast showing how much your investments may be worth when you retire, and see a step-by-step action plan with specific investment recommendations. You can also fine-tune your strategy by exploring different contributions, risk levels and retirement goals. To get started, log on to Fidelity NetBenefits SM at and click Get Personalized Help from Financial Engines. For more information about these Financial Engines programs, please call any Business Day between 8:30 a.m. and 8 p.m. Eastern time. Accessing Your Account You may access your account balance and other information regarding your account via 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. Valuation of Your Account The value of your Plan account balance is determined at the close of each Business Day. Your total account balance in the investment funds is calculated daily and is based on a proportionate share of the fair market value of all the assets held in the funds in which you have present account balances, except that insurance contracts in the Stable Value Fund are generally valued at their cost plus accrued interest. Account Statements Each quarter, you will receive a detailed account statement that provides information on the recent activity in your account and the current status of your account and each of your investment options. You can receive statements in either of two ways: Online Statements: This option lets you view your statement when it is convenient for you. To start receiving your statements online, go to the Mail Preferences section under the Accounts tab of Fidelity NetBenefits SM ( or call the Delta Service Center at Fidelity and change your election to online statements. You may change this election at any time. In addition to having online access to your statements, you will receive a printed statement at your home address each January covering the prior calendar year Quarterly Statements Sent to Your Home Address: If you do not elect to receive online statements, you will receive quarterly paper statements at the address on file with Fidelity Summary Plan Description effective as of July 1,

27 RECEIVING A DISTRIBUTION FROM YOUR ACCOUNT You are eligible to receive a distribution of your Plan account when you: Retire Become Disabled Terminate your employment with Delta before retirement Become furloughed In addition, you are eligible to receive a distribution of your Plan account as of the first anniversary date of a layoff without recall. When you become eligible to receive a distribution of your vested Plan account, you may take your account balance either: Immediately (this happens automatically if your vested account balance is $1,000 or less), or At a later date if your vested account balance exceeds $1,000, as long as distribution begins by the April 1 following the calendar year in which you reach age 70½ Whether you take your account balance immediately or later, you can elect to receive a distribution of your account in one of the payment forms described below. The payment forms available to you will depend on the reason you became entitled to receive the distribution. Distributions will be made to you in cash; however, if you hold Delta common stock, you may take a distribution of that stock in kind. If you have a BrokerageLink account, you must liquidate that account and move those assets into other investment options in the Plan s core fund investment options before you take a distribution. However, you may elect a direct rollover of your BrokerageLink account to an eligible retirement plan that will accept such a rollover. If You Retire or Become Disabled If you retire or become Disabled, you can elect to receive a distribution of your account in one of the following payment forms: A single lump-sum payment A partial payment Monthly installments over a certain period (not to exceed your life expectancy) Monthly installments over your expected lifetime Monthly installments over the expected lifetimes of you and your spouse. When you choose this option, the identity of your spouse is set as of the time benefits commence, and cannot be changed thereafter. You must name a contingent beneficiary in case you and/or your spouse die before all payments are made Summary Plan Description effective as of July 1,

28 If you choose an installment distribution option, the monthly payment amounts are adjusted based on: The amount remaining in your account The investment performance of the funds in which you participate The number of months remaining in the definite payment period, or life expectancy factors for you (and your spouse, if applicable) Installment payment amounts may increase or decrease over time. In addition, if you live beyond the life expectancy on which your payments are based, your monthly installments will diminish and may ultimately stop as your account becomes exhausted. Payments can only be made as long as assets remain in your account. If You Leave Before Retirement If your employment with Delta is terminated before you retire (including layoff or furlough), you can elect to receive a distribution of your account in either a single lump-sum payment or a partial payment. Upon Your Death If you die before receiving a distribution of your entire account balance, your Plan account will be paid to your Beneficiary in the applicable form of payment described below. Fidelity will require your Beneficiary to complete any required documentation and return it to Fidelity along with a certified copy of the death certificate. All forms and required documents must be submitted and approved before your Beneficiary can receive any payments from your account. The way your account balance will be paid to your Beneficiary depends on when your death occurs, as follows. If You Die While still employed by Delta How Your Account Balance Is Distributed The total value of your account is paid in a single lump-sum payment to your Beneficiary(ies) While receiving monthly installment payments over the expected lifetimes of you and your spouse Your remaining account balance is paid to your spouse in variable monthly payments over his or her expected lifetime If your spouse dies with funds remaining in your account, a single lump-sum payment is made to your contingent Beneficiary, if any, or if none exists, to your spouse s estate While receiving monthly installments over a definite period of time or over your life expectancy Your remaining account is paid in a single lump sum payment to your Beneficiary(ies) When a Beneficiary is eligible to receive a lump-sum payment of your account balance, the Beneficiary must receive the distribution within five years of your death. However, if your surviving spouse is your Beneficiary, payment will not be required until the date on which you would have reached age 70½. Summary Plan Description effective as of July 1,

29 Payment of Small Amounts If your account balance is less than $1,000, it is automatically paid to you in a lump-sum cash payment. Determining the Value of Your Distribution Any distribution you receive from the Plan is based on the value of your account at the end of the Business Day on which the distribution is processed. Distributions requested after 4 p.m. Eastern time on any Business Day are processed the next Business Day. How to Request a Distribution To request a distribution of your account balance, 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,

30 LOANS The Plan is designed to be a long-term savings vehicle that can provide you with income when you retire. But, there may be times when you need some extra money before you retire, like when you are buying your house. When this occurs, you may have the option of borrowing money from your Plan account. Unlike other loans that require you to pay interest to a bank or lending company, the Plan lets you borrow from your account while on active payroll status, and you pay both the principal and the interest back to your own account. Former NWA Pilots Loans converted from the Northwest Airlines Retirement Savings Plan for Pilot Employees will be administered according the terms and conditions of that plan. This means that such loans retain the 60 month maximum repayment period and the quarterly loan maintenance fee does not apply. Eligibility You may have up to three outstanding loans at a time from your account. However, only one of these loans may be used to purchase a primary residence (a home loan ). You must qualify for a home loan and supporting documentation will be required. Call the Delta Service Center at Fidelity at (TDD# ) or visit the Fidelity NetBenefits SM website at to learn more about the qualifications and supporting documentation needed. How Much You Can Borrow You may borrow the lesser of: $50,000, reduced by the highest outstanding loan balance during the previous one-year period, or 50% of your total account value The minimum loan amount is $1,000. BrokerageLink account balances can be used in the calculation of available loan amounts, but in order for a loan to include these amounts, the assets must be transferred from BrokerageLink to the Tier 1, 2, or 3 investment options. The Plan uses up to 50% of your account as collateral for your loan. Loan Fees If you take a loan from your account, you will pay a $35 loan origination fee. This fee will be automatically deducted from your account at the time the loan is processed; it does not reduce the amount of the loan. In addition, a quarterly loan maintenance fee of $3.75 per loan will be automatically deducted from your account each quarter that your loan is outstanding. Summary Plan Description effective as of July 1,

31 Interest Rates and Repayment Periods The interest rate for your loan is the prime interest rate (as published by Reuters) plus 1%. The rate for a new loan is determined each quarter and is fixed for the duration of your loan. For the current loan interest rate, call the Delta Service Center at Fidelity at (TDD# ) or visit Fidelity NetBenefits SM at You may choose the repayment period for your loan, up to a maximum of four years for a general purpose loan and 10 years for a home loan. Repaying Your Loan You repay the interest and principal to your Plan account through automatic after-tax payroll deductions each pay period beginning with the first pay period in the month after your loan is processed. The principal and interest payments are redistributed to the investment options you have elected for your account in the same manner as your regular contributions. You may pay off your loan early without penalty. Only full repayments are accepted; partial repayments are not allowed. These repayments must be made by cashier s check or money order personal checks are not accepted. If you terminate employment, retire, take a leave of absence or are laid off, your loan repayments must continue according to your loan amortization schedule. You may make loan repayments by personal check on a monthly basis. Certain exceptions apply to military leave (see below). Military Leave If you have an outstanding loan at the time of your leave of absence for military service, your loan repayments may be suspended for the entire length of the military leave. If you do not make any of the payments due during your military leave, your loan repayments will resume at the same rate when you return to work. The term of your loan is extended by the period of your military leave during which no payments are made. If You Fail to Repay Your Loan If you fail to make a scheduled loan repayment in full when due, your loan will be in default unless you make the payment within 90 days of the last day of the month of the scheduled due date. Failure to make one payment does not require you to repay the entire loan balance; however, future payments will be applied first to the defaulted payment(s). Therefore, all future payments will continue to be in default until all defaulted payments have been made up in full (principal and accrued interest). If you default on your loan, the unpaid balance on your loan (including accrued interest on missed or late payments) will be reported as a taxable distribution to you. You may have to pay tax penalties, as well as additional income taxes. Once reported to the IRS, you still will have the option to repay the defaulted loan, in full on an after-tax basis. If you choose not to repay a defaulted loan, it will continue to be treated as an outstanding loan for purposes of determining the availability of future loans, including that it will count toward the limit of three outstanding loans from the Plan. In addition, interest will continue to accrue on the defaulted loan and will impact the dollar amount you will have available for future loans. Summary Plan Description effective as of July 1,

32 Loan Sources Loans will be taken from your account prorated across all eligible sources. Repayments will be reposted to your account proportionately into the sources from which the loan was redeemed, and into the investment options based on your current investment elections. Loans will be taken from your investment options on a pro-rata basis. You may not receive a loan from any portion of your account invested in the BrokerageLink investment option. Tax Consequences You do not pay income taxes on any money borrowed through the Plan while you are making timely loan payments. If you default on a loan, the unpaid loan amount is subject to income tax and a 10% early withdrawal penalty may apply. If you repay the loan on time and in full, you will not owe any current income taxes or penalties on the loan amount. Please note that the interest portion of your loan payments is not tax deductible. If you have an outstanding loan balance when you receive or roll over a final distribution of your Plan account, the outstanding amount will be considered a taxable distribution to you. You must pay ordinary income tax on this amount. How to Apply for a Loan To request a loan from your account, contact the Delta Service Center at Fidelity at (TDD# ) or log on to Fidelity NetBenefits SM at Summary Plan Description effective as of July 1,

33 WITHDRAWALS WHILE EMPLOYED The Plan allows you to request a withdrawal of all or a portion of your Plan account while you are an active employee at Delta. Some legal restrictions apply, however, to withdraw certain contribution types, which are explained further below. Note: Employees who are rehired, retired Pilots, as defined under the PWA, can only take in-service and hardship withdrawals from the Plan while employed. Other types of distributions while employed are not permitted. In-Service Withdrawals The following withdrawals are available at any time and for any reason while you are still working at Delta. For more information on eligibility and availability, call the Delta Service Center at Fidelity at or log on to the Fidelity NetBenefits SM website at In addition to the contribution types listed below, certain contributions made by Former NWA Pilots are available for in-service withdrawal. Please see Special Provisions for Former NWA Pilots on the following page for more information. All in-service withdrawals will be paid to you in a lump-sum payment. Age 59½ Withdrawal Once you reach age 59½, you may make a partial or complete withdrawal of certain pre-tax sources of monies including your own pre-tax contributions, catch-up contributions and Roth 401(k) contributions as well as any investment earnings on these contributions. Rollover Contribution Withdrawal You may make a partial or complete withdrawal of your rollover contributions and any investment earnings on those contributions. After-Tax Contribution Withdrawal You may make a partial or complete withdrawal of your after-tax contributions (including investment earnings on these contributions). Such withdrawal will also include any Delta matching contributions to the Delta Family-Care Savings Plan made before October 1, 1989, and elective transfer contributions (including investment earnings on these contributions) as those earlier contributions were invested in the same source as employee after-tax contributions. Note: Any matching contributions made on or after October 1, 1989, and earnings on those contributions, are not available for withdrawal while you are employed by Delta. When you receive your withdrawal, you will owe income taxes on the portion attributable to Delta s matching contributions before October 1, 1989, and any investment earnings on your after-tax and matching contributions. See Tax Implications of a Withdrawal later in this handbook for more information. Summary Plan Description effective as of July 1,

34 If you elect to take an after-tax in-service withdrawal before December 1, 2010, your contributions to the Plan will be suspended for three months after your withdrawal. You still will be eligible to receive fixed contributions during this suspension period. Once the suspension period ends, 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 in the Plan. This three-month suspension will not apply for after-tax in-service withdrawals taken on and after December 1, Employer Claim and Merger Equity Withdrawal Effective December 1, 2010, you may make a partial or complete withdrawal of your employer claim contributions and employer merger equity contributions and any investment earnings on those contributions if: You have participated in the Plan for at least five complete years as of the time of the withdrawal, and The contributions to be withdrawn have been held in the Plan for at least 24 months. Special Provisions for Former NWA Pilots In addition to the withdrawal types listed on the previous page, Former NWA Pilots may request a partial or complete withdrawal of certain monies originally contributed to the Northwest Airlines Retirement Savings Plan for Pilot Employees while still working at Delta: These contributions include: NWA after-tax contributions NWA employee stock plan contributions NWA rollover contributions NWA employer contributions (only available after reaching age 59½) Additionally, Former NWA Pilots who withdraw after-tax monies originally contributed to the Northwest Airlines Retirement Savings Plan for Pilot Employees will not be subject to the three-month suspension of employee contributions following that withdrawal. New money withdrawals before December 1, 2010 are subject to the three-month suspension. Eligible Former NWA Pilots who withdraw NWA employer contributions will not be eligible to receive future residual contributions, until they return to active status. For additional information on residual contributions, including the definition of Eligible Former NWA Pilots, see Residual Contributions beginning on page 14. Summary Plan Description effective as of July 1,

35 Hardship Withdrawals If you have a financial hardship that meets the requirements of the Code and the Plan, you may withdraw your pre-tax contributions, catch-up contributions and Roth 401(k) contributions while you are working for Delta. You may not withdraw any investment earnings attributable to these contribution types. To qualify for a financial hardship withdrawal under the Code, you must have an immediate and heavy financial need for any of the following reasons: To pay certain health-related expenses of you, your spouse or your dependents that are not paid by insurance To purchase your primary residence To pay tuition and related educational expenses (including room and board) for the next 12 months of post-secondary education for you, your spouse, children or dependents To prevent foreclosure on or eviction from your principal residence To pay burial or funeral expenses for a qualified family member To pay certain expenses for the repair of damage of your principal residence that would qualify for a casualty tax deduction The withdrawal is limited to the amount expected to meet this immediate and heavy financial need. However, it may include amounts necessary to pay income taxes (state and federal) or penalties resulting from the hardship withdrawal. (See Tax Implications of a Withdrawal later in this section.) Financial hardship also means you cannot pay any of the above expenses through other means, such as: Ceasing contributions to the Plan Taking a loan from the Plan or in-service withdrawal Reasonable liquidation of your assets A commercial bank loan Reimbursement or payment of insurance In addition, in order to be eligible for a hardship withdrawal, you must: Request and receive all distributions and loans from the Plan for which you are eligible, and Certify that your financial need cannot be met through the sources listed above If you receive a hardship withdrawal, your contributions to the Plan will be automatically suspended for six months after the withdrawal. You will still be eligible to receive fixed contributions during this suspension period. Once the suspension period ends, you will receive a notice from Fidelity informing you that your contributions are no longer suspended and providing details on how to make new contribution elections in the Plan. Summary Plan Description effective as of July 1,

36 Determining the Value of Your Withdrawal Any withdrawal you receive from the Plan is based on the value of your account at the end of the Business Day on which the withdrawal is processed. Withdrawals requested after 4 p.m. Eastern time on any Business Day are processed the next Business Day. Tax Implications of a Withdrawal See Tax Consequences for Withdrawals and Distributions for a discussion of the tax implications of hardship and in-service withdrawals. How to Apply for an In-Service or Hardship Withdrawal To request a withdrawal from your account, contact the Delta Service Center at Fidelity at (TDD# ) or log on to the Fidelity NetBenefits SM website at After you request a hardship withdrawal, a package will be mailed to you that includes an application and additional information about the documentation needed to qualify for a hardship withdrawal. You must complete the application, sign and return it to Fidelity with the required documentation. Once your application is approved, Fidelity will send the funds to you in the manner indicated on your application by either check or electronic funds transfer to your bank. Summary Plan Description effective as of July 1,

37 TAX CONSEQUENCES FOR WITHDRAWALS AND DISTRIBUTIONS The Plan offers certain tax advantages because it is intended to be a long-term savings program for retirement. You do not pay federal (and possibly state) income taxes on company contributions or your pre-tax contributions to the Plan. You also are not taxed on any investment earnings credited to your account while they remain in the Plan. Most payments you receive from the Plan are subject to ordinary income tax in the year they are withdrawn or distributed, unless they are timely rolled over to an eligible retirement plan (as described below). Your after-tax contributions are not taxed when withdrawn or distributed because they were subject to tax before they were contributed to the Plan. However, investment earnings on those contributions are taxable. The tax treatment of your Roth 401(k) contributions (and their investment earnings) will depend on whether you receive a qualified distribution of such amounts (as described in more detail below). The following is a summary of the federal income tax consequences of a distribution or withdrawal from your account. Because tax laws and regulations are complicated and change frequently, and because each person s financial situation is unique, you should consult your own financial or tax advisor about the tax consequences of receiving a withdrawal or distribution from the Plan. This section is not intended as a complete description of the income tax consequences of a withdrawal or distribution, nor is it intended as tax advice. The state (as well as other local authorities) where you reside may also impose an income tax on your withdrawal or distribution from the Plan. In addition to the information provided in this handbook, you should review the Notice to Participants Regarding the Timing and Form of Distributions From the Delta Pilots Savings Plan, which you receive with your quarterly Plan statement, and which is available from the Fidelity NetBenefits SM website at Roth 401(k) Contributions Because Roth 401(k) contributions are made on an after-tax basis, you will not pay taxes again on those contribution amounts when they are withdrawn or distributed from the Plan. However, investment earnings on Roth 401(k) contributions are tax-free only if they are part of a qualifying distribution. Generally, to have a qualifying distribution, you must have reached age 59½ and had a Roth 401(k) account for at least five years. For example, if you first make a Roth 401(k) contribution in 2010, 2010 is counted as one of the five years; each year thereafter that you have a Roth 401(k) account in the Plan (even if you do not make Roth 401(k) contributions after 2010) is counted as one of your five years. Summary Plan Description effective as of July 1,

38 Rollover of All or a Portion of Your Account You may exclude from your gross income that portion of an eligible withdrawal or distribution if it is rolled over to an eligible retirement plan, including another employer s qualified retirement plan or an IRA. If payment is made to you, you must complete the rollover within 60 days after you receive the payment. The amount rolled over is taxed at the time it is distributed from the eligible retirement plan. Withholding of Income Taxes The Plan trustee will withhold federal income tax equal to 20% of the taxable portion of the withdrawal or distribution paid to you that may be rolled over to an eligible retirement plan. However, if you request that payment be made through a direct rollover to an eligible retirement plan, there will be no withholding. Unless you elect to have no taxes withheld, the trustee will withhold federal income taxes on the taxable portion of any distribution that may not be rolled over to an eligible retirement plan (such as installment payments made over a period of 10 or more years and hardship withdrawals). Penalty Taxes If you receive a withdrawal or distribution of your account prior to reaching age 59½ and it is not (or cannot be) rolled over to an eligible retirement plan, an additional early distribution tax of 10% may apply. There are certain exceptions to this 10% penalty tax. Generally, the 10% tax does not apply if the withdrawal or distribution is: Taken due to death or Disability Taken after termination of employment in installments over your life expectancy or the joint life expectancy of you and your spouse Taken after termination of employment after reaching age 55 Used to pay certain medical expenses Summary Plan Description effective as of July 1,

39 BENEFIT CLAIMS AND APPEAL PROCESS Filing a Claim A claim for benefits is a request for benefits under the Plan made in accordance with the procedures described earlier in this handbook. Benefits are paid after Fidelity receives properly completed claim information, including any additional information requested from you or a Beneficiary. For purposes of this Benefit Claims and Appeal Process section, the person making a claim under the Plan will be referred to as a claimant. In addition to you or a Beneficiary, you or the Beneficiary may authorize an individual to act on your or the Beneficiary s behalf in pursuing a claim or appeal. This individual is known as an authorized representative. For information about how to designate an authorized representative, contact Fidelity. Initial Claims Decision If the claimant s claim for benefits under the Plan is denied, the claimant will receive a written notification of the denial from Fidelity within 90 days of the date the claim was properly and completely filed. However, in special circumstances, Fidelity may require additional time to review the claim, and the 90-day period may be extended by an additional period of no more than 90 days. If such additional time is needed, the claimant will be notified of the reasons for the delay and the date the claimant can expect to receive a decision about his or her claim. The written notification of the denial will contain the following information: Specific reasons for the denial and reference to the specific Plan provisions on which the claim determination was based Description and explanation of any additional information needed to process the claim and an explanation of why such information is necessary Description of the Plan s appeal procedures and the applicable time limits, as well as the claimant s right to bring legal action under Section 502(a) of ERISA after the appeals process has been exhausted Right of Appeal If a claimant disagrees with the decision made by Fidelity about his or her claim, the claimant may appeal this decision in accordance with the appeal procedures described below. It is important that these procedures are strictly followed. The failure to do so may cause the claimant to lose certain legal rights. What to Include in Appeal Requests; Access to Information All appeal requests must be made in writing. The claimant is encouraged to submit additional facts, documents or other materials relevant to his or her claim. In addition, upon request and free of charge, claimants may have reasonable access to copies of all documents, records and information relevant to his or her claim. The claimant should direct any appeal requests to the appropriate claims reviewer at the addresses provided in the chart at the end of this Benefit Claims and Appeal Process section. Summary Plan Description effective as of July 1,

40 Appeal Process All levels of appeal will be reviewed by a new decision-maker referred to in this section as the claims reviewer. This means that the first level of appeal will not be conducted by the individual who denied the initial claim or by that person s subordinate, and the second-level appeal will not be conducted by the individual who denied the first-level appeal or that person s subordinate. The appeal process will take into account all information regarding the denied claim (whether or not presented or available when the original decision was made). The claims reviewer will not give deference to the original decision made about the claim. That is, the reviewer will give the claim a fresh look and make an independent decision about the claim. The Administrative Subcommittee and the Administrative Committee are the claims reviewers for benefits under the Plan. If a claimant s claim is denied by Fidelity, he or she has the right to file an appeal with the appropriate claims reviewer in accordance with the process described below. There are two levels of appeal available under the Plan, both of which are mandatory before a law suit may be filed. The Administrative Subcommittee is the claims reviewer for the first level of appeal, and the Administrative Committee is the claims reviewer for the second level of appeal. First-Level Appeal Process If a claimant wishes to appeal a claim denial, the claimant must request an appeal within 90 days of the date of the claim denial from Fidelity. The claimant will receive written notification of the decision within 60 days of the date the claimant s appeal is received. However, in special circumstances, the Administrative Subcommittee may extend its review time by up to an additional 60-day period. If such additional time is needed, the claimant will be notified of the reasons for the delay and the date the claimant can expect to receive a decision about his or her appeal. Second-Level Appeal Process If a claimant remains dissatisfied with the outcome of his or her first-level appeal request, the claimant has a right to request a second-level appeal from the Administrative Committee. The claimant s second-level appeal request must be submitted in writing to the address for the Administrative Committee on the chart at the end of this section within 90 days of the date the claimant received notification from the Administrative Subcommittee of the outcome of his or her firstlevel appeal. The clamant will be notified in writing of the Administrative Committee s decision after its regularly scheduled quarterly meeting that occurs following its receipt of the request for review. However, if the claimant s appeal is received within 30 days preceding the date of the Administrative Committee s next regularly scheduled quarterly meeting, its review decision may be made as late as the date of the second meeting following its receipt of the request for review. The Administrative Committee may wait until as late as the date of the third meeting following its receipt of the claimant s request for review to decide the claim if special circumstances require an extension of time. If such additional time is needed, the Administrative Committee will notify the claimant in writing that there will be a delay and the reasons that more time is needed. In addition, the claimant may request that the Administrative Committee delay its review until as late as the date of the third meeting following receipt of the appeal. No further delay may be requested. Following review of the appeal, the Administrative Committee will notify the claimant in writing of its decision. Summary Plan Description effective as of July 1,

41 If an Appeal Request Is Denied If a claimant s appeal request is denied, in whole or in part, the applicable claims reviewer will provide the claimant with a written or electronic notice of its decision, including: The specific reason or reasons for the denial of the appeal Reference to the specific Plan provision(s) on which the denial is based A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant s claim for benefits A description of any voluntary appeal procedures available to the claimant under the Plan and the claimant s right to obtain information about such procedures and the time limits under those procedures, and a statement regarding the claimant s right to bring an action under Section 502(a) of ERISA Other Important Information About Appeals The Plan uses the claims and appeal procedures outlined in this section, which are the exclusive administrative claim procedures provided under the Plan, to ensure that the Plan s provisions are correctly and consistently applied. The decision of the final claims reviewer is conclusive and binding. Once a claimant exhausts the mandatory levels of appeal, no further review of the claim is available under the terms of the Plan. Exhaustion of Remedies A claimant must timely exhaust all levels of review described in this section before any legal action to recover benefits, or to enforce or clarify rights, under the Plan may be filed. Grievances After following the preceding claims and appeal procedures, if your claim is still denied in whole or in part and exceeds $1,000, you may be able to file a grievance under the terms of the PWA. Claims Review and Appeals Information at a Glance Claims Reviewer Contact Information First-Level Appeal: Administrative Subcommittee Second-Level Appeal: Administrative Committee Secretary, Administrative Subcommittee Delta Pilots Savings Plan Delta Air Lines, Inc. Department 844 P.O. Box Atlanta, GA Secretary, Administrative Committee Delta Pilots Savings Plan Delta Air Lines, Inc. Department 844 P.O. Box Atlanta, GA Summary Plan Description effective as of July 1,

42 PLAN ADMINISTRATION AND LEGAL RIGHTS This section contains a description of general administrative and legal information applicable to the Plan. Plan Name Delta Pilots Savings Plan Type of Plan and Administration The Plan is a defined contribution plan. It is intended to qualify under Section 401(a) of the Code as a profit sharing plan that includes a qualified cash or deferred feature under Section 401(k) of the Code. Defined contribution plans are not insured under Title IV of ERISA by the Pension Benefit Guaranty Corporation (PBGC) because this type of plan does not promise that you will receive any specific dollar amount. Instead, you are paid whatever is in your account at the time you become eligible for a distribution from the Plan. The Plan is self-administered by the company with the assistance of the service providers identified below. Plan Sponsor/Employer/EIN/Plan Identification Number The Plan Sponsor and employer is Delta Air Lines, Inc. You may contact the Plan Sponsor at the following address: Delta Air Lines, Inc. P.O. Box Atlanta, GA The Employer Identification Number (EIN) of the Plan Sponsor is The Plan Number assigned to the Delta Pilots Savings Plan is 014. Labor Organization Members Covered by the Plan The Delta Pilots Savings Plan is maintained pursuant to the terms of a labor agreement between Delta and the Air Line Pilots Association. Air Line Pilots Association (ALPA) 535 Herndon Parkway Herndon, VA Participants and beneficiaries covered by the labor agreements may obtain a copy of the applicable agreement by sending a request to: Secretary, Administrative Committee Delta Air Lines, Inc. Department 844 P.O. Box Atlanta, GA Summary Plan Description effective as of July 1,

43 The ALPA agreement also may be examined by participants and their beneficiaries in the offices of the Delta Flight Operations Department, Delta Air Lines, Inc., P.O. Box 20706, Department 029, 1010 Delta Boulevard, Atlanta, GA Agent for Service of Legal Process The agent for service of legal process on the Plan, and the address where process can be served, is: Secretary, Administrative Committee Delta Air Lines, Inc. Department Delta Boulevard Atlanta, GA Service of legal process for the Plan also can be made upon the Plan Trustee. Plan Year The Plan Year begins January 1 of each year and ends on December 31. Plan Administrator The Administrative Committee of Delta Air Lines, Inc. is the Plan Administrator of the Plan. It is the named fiduciary for administration of the Plan and is responsible for: Operation and administration of the Plan (except for purposes of formulating and managing the investment policies and controlling the assets that are the responsibilities of the Benefit Funds Investment Committee of Delta) Exclusive power to construe and interpret the Plan and determine questions of eligibility for participation and receipt of benefits Determining the amount, the manner and the time of payment of benefits Authorizing the payment of benefits and reasonable expenses for administering the Plan Carrying out the provisions of the Plan pertinent to the responsibility of the Administrative Committee Delegation of any of its fiduciary authority to determine and review claims In exercising its functions, the Administrative Committee or its delegate has the broadest discretionary authority permitted under law. Members of the Administrative Committee are appointed by the Company s Executive Vice President Human Resources. Administrative Committee members may be substituted or removed from their positions at the sole discretion of the Company s Executive Vice President Human Resources. They receive no compensation in their capacities as members, but receive compensation as employees of Delta. None of their compensation is paid from assets of the Plan. The address and telephone number for the Administrative Committee are: The Administrative Committee of Delta Air Lines, Inc. Department 844 Delta Air Lines, Inc. P.O. Box Atlanta, GA Summary Plan Description effective as of July 1,

44 Discretionary Authority of the Plan Administrator The Administrative Committee the Plan Administrator serves as the final reviewer under the Plan and has sole and complete discretionary authority to determine conclusively any and all questions concerning the administration and interpretation of the Plan, including questions about eligibility to participate in the Plan; eligibility for benefits; the relevant facts; the amount and type of benefits payable to any participant, spouse or Beneficiary; and the construction of all terms of the Plan. In exercising its functions, the Administrative Committee or its delegate has the broadest discretionary authority permitted under law. Decisions by the Plan Administrator will be final, conclusive and binding on all parties claiming to have an interest in the Plan and not subject to further review by Delta. Benefits will be paid under the Plan only if the Plan Administrator decides, in its sole authority, that the participant or other claimant is entitled to them. Plan Fiduciaries The members of the Administrative Committee are the named fiduciaries for purposes of operation and administration of the Plan. The members of the Benefit Funds Investment Committee are the named fiduciaries for formulating the investment policies and managing/controlling assets of the Plan, if any. Among its duties, the Benefit Funds Investment Committee or its delegate appoints (and discharges) investment managers and trustees to manage and maintain custody of the assets of the Plan. The investment options available under the Plan are periodically reviewed by the Benefit Funds Investment Committee. Plan Recordkeeper The Plan uses the services of Fidelity Investments as recordkeeper to keep individual and Plan records, to process payments for withdrawals and distributions and to produce individual and Plan reports. You can contact the Plan recordkeeper at: Delta Pilots Savings Plan P.O. Box Cincinnati, OH Source of Contributions and Plan Funding The Plan is funded through company and employee pre-tax and after-tax contributions. Organizations That Accumulate Assets or Provide Benefits Assets of the Plan are held in trust. Each participant has a separate account for recordkeeping purposes. For investment purposes, all accounts are combined in a single master trust fund. The Trustee makes benefit payments as directed by the Administrative Committee or its delegates. Summary Plan Description effective as of July 1,

45 Plan Trustee The following entity serves as the Plan trustee: Fidelity Management Trust Company 82 Devonshire Street Boston, MA Electronic Media The Plan Administrator may use electronic media in accordance with the provisions of ERISA to satisfy all disclosure and recordkeeping obligations imposed on the Plan under Title I of ERISA. Assignment of Benefits Your Plan account cannot be assigned, pledged, used as collateral for loans other than Plan loans, or attached in any way except as expressly provided by law (such as pursuant to a qualified domestic relations order or the IRS for payment of a tax levy). Payments under the Plan are for the sole benefit of participants and their Beneficiaries. A qualified domestic relations order (QDRO) is a judgment, order or decree that: Is made under state domestic relations law, including community property laws Creates or recognizes the right of an alternate payee (your spouse, former spouse, child or other dependent) to receive all or a portion of your benefits for child support, alimony or marital property rights Does not require the plan to provide any type of benefit or any option not otherwise provided under the Plan Payment of any amount under a QDRO may occur while you are an active employee, and a hold may be placed on your account while a domestic relations order is pending qualification as a QDRO. If Delta receives such an order, you will be notified of how it will be handled with respect to your Plan benefits. To view or print the QDRO Guidelines, visit the Fidelity website, You also can use this website to generate a QDRO order online. In addition, you may contact the Plan Administrator to receive, without charge, a copy of the Plan s QDRO procedures. Assistance in Reading the English Language If, due to language translation difficulties, you need assistance in interpreting this handbook, you may contact the Delta Employee Service Center (ESC) at MY DELTA ( ) for assistance. A service center representative will be pleased to work with you to provide the necessary explanations of rights and obligations under the plans, as well as the procedures to be followed in obtaining needed assistance. Top-Heavy Provisions In the unlikely event that the Plan becomes top-heavy that is, if key employees (as such term is defined by the Code) become eligible to receive more than 60% of the Plan s benefits certain provisions go into effect. If you have any questions about top-heavy provisions, contact the Plan Administrator. You will be advised if the Plan becomes top-heavy. Summary Plan Description effective as of July 1,

46 Overpayments by the Plan Delta has the right to recover overpayments, regardless of the cause, nature or source of the overpayments. If you receive an overpayment from the Plan, you will be notified in writing of the circumstances resulting in the overpayment and the amount of the overpayment. You will have 45 days from the date of the letter to contact Fidelity to make arrangements to return the overpayment. If you fail to contact Fidelity within that 45-day period, the Plan will recoup the overpayment in equal installments over the next six months from subsequent payments due from the Plan, without interest. If you contact Fidelity within the 45-day period, other arrangements can be made to allow the repayment in equal monthly installments over a period up to 48 months, without interest. If your subsequent payments due from the Plan are insufficient to cover the amount of the repayment, you must submit the overpaid amount to Fidelity in equal monthly installments over the established repayment period (six months or up to 48 months), without interest. If you default on a payment, the entire amount of the repayment will become immediately due and the Plan Administrator may pursue collection of the amount (including interest and collection fees) to the full extent permitted by law. Payments to Minors/Incompetents If the Administrative Committee determines that any person entitled to payments under the Plan is a minor or is physically or mentally incapable of attending to his or her affairs, payments due to such person will be paid to the person s legal guardian or legal representative of the estate of the person. Payments may be made to other individuals or institutions if there is evidence satisfactory to the Administrative Committee that they have custody of the person. Plan Costs and Fees The Plan provides that the costs and expenses of administering the Plan are to be charged to Plan participants. Some of these fees and expenses are associated with the cost of managing the Plan, while others are connected to the specific investment options you choose. There are three general categories of fees within all 401(k) plans, including Delta s: 1. Fund Management Fees These fees include management fees that go to the firms that manage the funds in the Plan, and also include certain fees paid to the trustee in connection with maintaining custody of plan assets. 2. Plan Administration Fees These fees cover the participant s share of the cost of plan administration and operation. Generally they include charges for operating the plan, including such costs as those of third-party record keepers, accounting, and trustee, and other similar administrative services, as well as the costs of complying with government requirements for 401(k) plans. They are typically charged on a quarterly basis (but off-cycle fees can also be charged in some situations). 3. Transaction Fees These fees include charges for Plan features that you might use that are not included in the Plan administration fees. These expenses are charged for the execution of a particular service, transaction or event, such as loans and BrokerageLink transactions. Refer to the appropriate sections of this handbook for more information. For more information about these fees, call the Delta Service Center at Fidelity at Summary Plan Description effective as of July 1,

47 Mutual Fund Pass-through Voting Rights As a participant, you have the ability to exercise voting, tender and other similar rights with respect to the mutual funds in which you are invested through the Plan. Materials related to the exercise of these rights will be sent to you at the time of any proxy meeting, tender offer or similar rights relating to the particular mutual funds held in your account. The Plan recordkeeper will provide a prospectus for any of the mutual funds offered as investment options in the Plan, and a prospectus or offering circular for any of the funds constituting any part of any other investment option. Requests for copies should be addressed to: Fidelity Institutional Retirement Services Co. 82 Devonshire Street Boston, MA (TDD# ) Your Rights Under ERISA As a participant in the Delta Pilots Savings Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants are entitled to: Receive Information About Your Plan and Benefits Examine, without charge, at the Plan Administrator s office and at other specified locations, such as worksites and union halls, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration (EBSA) Obtain, on written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 series) and updated summary plan description. The administrator may impose a reasonable charge for the copies Receive a summary of the Plan s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report Obtain a statement telling you whether you have a right to a retirement benefit at normal retirement age (age 65) and if so, what your benefit would be at normal retirement age if you stop working now. If you do not have a right to a retirement benefit, the statement will tell you how many more years you have to work to get a right to a retirement benefit. This statement must be requested in writing and is not required to be given more than once every 12 months. The Plan must provide the statement free of charge Summary Plan Description effective as of July 1,

48 Prudent Actions by Plan Fiduciaries In addition to creating rights for plan participants, ERISA imposes duties on the people who are responsible for the operation of the employee benefit plan. The people who manage this Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and Beneficiaries. No one, including Delta, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a retirement benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce these rights. For instance: If you request a copy of Plan documents or the latest annual report from the Plan and do not receive it within 30 days, you may file suit in federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay up to $110 a day until you receive the materials, unless the materials were not sent for reasons beyond the control of the Plan Administrator If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in state or federal court. In addition, if you disagree with the Plan s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court If it should happen that Plan fiduciaries misuse the Plan s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in federal court The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees (for example, if it finds your claim is frivolous). Assistance With Your Questions If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration (EBSA), U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, U.S. Department of Labor, Employee Benefits Security Administration, 200 Constitution Avenue, N.W., Washington, DC You also may obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at You also may visit EBSA s website at Summary Plan Description effective as of July 1,

49 TERMS TO KNOW ALPA The Air Line Pilots Association, International. Beneficiary Your Beneficiary is the person or legal entity who will receive your vested balance in the Delta Pilots Savings Plan if you die before you receive a distribution from the Plan. A secondary Beneficiary receives the benefit if your primary Beneficiary is deceased. Business Day Any day on which the New York Stock Exchange is open for trading. Disabled or Disability For purposes of this Plan, you are considered Disabled (or placed on Disability) if you have become entitled to receive Disability Benefits. Disabled Pilot A Disabled Pilot is one of the following: A Pilot whose name appears on the Delta Air Lines Pilots system seniority list and who is receiving Disability Benefits for a period of Disability on or after June 1, 2006 A former Pilot who is removed from the seniority list pursuant to PWA Section 13.B.3 (due to exceeding 10 years on Disability) on or after June 1, 2006 and is receiving Disability benefits for a period of Disability on or after June 1, 2006, or A Former NWA Pilot who is receiving Disability Benefits for a period of Disability after October 30, 2008 who is removed from the seniority list pursuant to PWA Section 13.B.3 (due to exceeding 10 years on Disability) Disability Benefits Disability Benefits are long-term disability benefits from the Northwest Airlines, Inc. Long Term Disability Plan ( NWA LTD Plan ) or temporary or long-term disability benefits from the Delta Pilots Disability and Survivorship Plan (but not the supplemental disability benefits payable to a Former NWA Pilot under Section 26.V.5 of the PWA ( Top-Up Disability Benefits from the Delta Pilots Disability and Survivorship Plan). Summary Plan Description effective as of July 1,

50 Earnings Your eligible Earnings for any calendar month are the amounts earned by you as an employee, computed based on your regular rate of compensation normally earned by you for personal services rendered to Delta, including overtime and displacement allowance, but not reduced by any voluntary reduction in compensation. Earnings also include incentive compensation, bonuses and profit sharing amounts, including but not limited to, amounts paid under Delta s Monthly Incentive Program (described in Section 3.H of the PWA and also known as the Shared Rewards program) and Delta s Management Incentive Plan, as such plan is amended or restated from time to time. Your eligible Earnings are determined before any pre-tax contributions to the Plan, pre-tax medical expenses and contributions to flexible spending accounts. Earnings do not include: Reimbursements for expenses or expense allowances Amounts paid in conjunction with retirement, Disability, death or termination of continuous employment in lieu of earned and accrued vacation that has not been taken Taxable income imputed to you by virtue of fringe benefits provided by Delta Foreign duty allowance Relocation incentive benefits paid in accordance with the PWA on or after July 1, 2001 Full service bank time lump-sum payouts in conjunction with retirement, death or Disability Amounts paid or reported as income in connection with the issuance and/or exercise of stock options or other equity compensation under a Delta plan applicable to Pilots Any excess payments paid to a Pilot due to limitations on contributions applicable under the Delta Pilots Defined Contribution Plan or the Plan Disability benefit payments for periods of Disability prior to June 1, 2006, to former Pilots who are not Disabled Pilots or to NWA Disabled Pilots for periods of Disability prior to October 30, 2008 Any consideration received for the ALPA Claim or Notes described in Letter of Agreement #7 between Delta and ALPA Any payments from Delta Pilots Mutual Aid Top-up Disability Benefits Note: Earnings for Disabled Pilots who have a period of Disability on and after June 1, 2006 also include the following amount, for purposes of fixed contributions only: [(Calculated Disability Benefit* for one month) minus (offset for that month for employment income that exceeds Calculated Disability Benefit)] times 2 * under terms of the Delta Pilots Disability and Survivorship Plan Summary Plan Description effective as of July 1,

51 In the case of a NWA Disabled Pilot receiving Disability Benefits from the NWA LTD Plan for a period of Disability on or after October 30, 2008, for the purposes of fixed contributions only, Earnings will also include the amount of earnings upon which the Disability Benefit under the NWA LTD Plan is based (not multiplied by two or subject to offsets). To the extent that an amount included as Earnings is paid to a Pilot following his retirement, termination or death, such amount will be considered Earnings and fixed contributions will be made on such amount if otherwise required under the Plan. FAA Mandatory Retirement Age The age under the laws of the United States at which a Pilot may no longer serve as a PIC or SIC, which is currently age 65. Former NWA Pilot Former NWA Pilot means a pilot who was an employee of Northwest Airlines, Inc. and whose name appeared on the NWA seniority list on October 29, Highly Compensated Employee As defined by the Internal Revenue Code, a Highly Compensated Employee is an active employee who: Is a 5% owner at any time during the current or previous Plan Year, or Has Earnings in the previous Plan Year in excess of the IRS compensation limit to be considered a highly compensated employee. This threshold was $110,000 in 2010 and is indexed each year for inflation This determination is made each Plan Year based on your Delta Earnings in the previous year. Pilot Pilot has the meaning given such term in the PWA. Plan The Delta Pilots Savings Plan. Pilot Working Agreement (PWA) The basic collective bargaining agreement between Delta and the air line pilots in the service of Delta, as represented by ALPA, together with all effective amendments, supplemental agreements, letters of agreement and letters of understanding between Delta and ALPA. Summary Plan Description effective as of July 1,

52 WHERE TO GET MORE INFORMATION If You Need Call Visit To get answers to general questions or information about the Plan, including your investment options To enroll in the Plan To change your contribution rate (or suspend contributions) To resume contributions following a suspension of contributions To request an Incoming Rollover Contribution Application To change the way your account is invested (your future contributions or present account) To request a distribution from the Plan To request a loan from the Plan To request an in-service withdrawal from the Plan More information on USERRA contributions when you return from military leave Delta Service Center at Fidelity at (TDD# ) Delta Employee Service Center MYDELTA ( ) Fidelity NetBenefits SM at N/A The information contained herein has been provided by Delta Air Lines, Inc. and is solely the responsibility of Delta Air Lines, Inc. Summary Plan Description effective as of July 1,