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					                                     BEFORE THE
                              NATIONAL MEDIATION BOARD


In re                                                )
                                                     )       NMB FILE NO. CR-6957
                                                     )
DELTA AIR LINES, INC.                                )




                          FOURTH DECLARATION OF WAYNE AARON


        Subject to the penalties provided by law for perjury, I hereby swear and affirm that the

following statements are true and correct on the basis of my personal knowledge, information

provided by other employees of Delta Air Lines, Inc. and/or the business records of Delta Air

Lines, Inc.:


        1.     Identification and Background. I am employed by Delta Air Lines, Inc.

(“Delta”) as Vice President – Corporate Strategy and Business Development. In this position,

my primary responsibility is the planning and execution of Delta’s long-term business plan. I

have held this position since October 2007. I joined Delta in 1991, as an analyst in Delta’s

Domestic Route Development unit. Since that time I have held a variety of positions in Delta’s

management, with a focus on network analysis and planning, leading to my present position. In

May 2008, I was assigned the additional responsibility of serving as the Lead Integration Officer,

heading the combined Delta-Northwest team which was given responsibility for planning the

integration of Northwest into Delta following the closing of the proposed acquisition and merger

transaction.
       2.      Prior Declarations and Exhibits Incorporated By Reference. I have

previously submitted three Declarations to the Board, in NMB File No. CR-6950, regarding the

status of the Delta-Northwest merger. Those Declarations were dated November 4, 2008,

December 11, 2008, and December 18, 2008, and were accompanied by Delta Exhibits 1 – 82.

Since those Declarations and Exhibits were served on all parties to this proceeding, in the interest

of economy, I incorporate them by reference and provide only updating information in this

Declaration, which is accompanied by new Delta Exhibits A through CC.


       3.      Summary of Testimony. The Board’s decision of January 7, 2009 in CR-6950

has already found that, following its acquisition of Northwest on October 29, 2008, Delta had

achieved common ownership, common management and common control of labor relations, as

well as substantial progress toward the complete integration of operations. Since the date of my

last Declaration, Delta has proceeded diligently to integrate the operations, policies and

procedures and employees of the pre-merger carriers pursuant to plans described in my earlier

Declarations. Among the highlights of our progress to date are:


            On March 31, 2009, Delta integrated the majority of the domestic in-flight products

            and all flight attendants started wearing the same uniform wardrobe, designed by

            Richard Tyler. Exhibits A, B. Delta launched many harmonized in-flight products on

            international flights in June 2009. Exhibits C, D. All flight attendants of the

            combined carrier now wear the same uniform and the on-board customer experience

            is now nearly identical on all flights formerly operated by the pre-merger carriers.

            Exhibit B. Most of the flight attendant crew lounges are consolidated and can be

            accessed by all flight attendants on the combined carrier.


                                                -2-
            Approximately 40% of the former Northwest mainline aircraft have been painted in

            Delta’s livery, and approximately 85% of the 246 former Northwest airport stations

            have been completely rebranded with Delta signage.


            Delta has instituted numerous changes to its flight schedule to better align available

            aircraft with the markets served by the combined carrier. For example, fourteen

            cross-fleeting markets have successfully launched, placing former Northwest aircraft

            on traditional Delta routes, and vice-versa.


            Delta has integrated its management as well as its frontline workforces in all areas

            where representation issues have been resolved. Six of the eight pre-merger unions at

            Delta and Northwest have worked with Delta to resolve representation and seniority

            integration issues arising from the merger.


A.     HOLDING OUT AS A SINGLE TRANSPORTATION SYSTEM


       4.      Common Marketing Under The Delta Name and “DL” Designator Code. As

reflected in my December 11, 2008 declaration, one of the most significant benefits of the

merger is the cross-selling of pre-merger Delta and Northwest flights in computer reservation

systems of the airline industry. The additional revenue generated by such cross-selling was one

of the most important motivations for the acquisition and merger. Today, essentially all pre-

merger Delta and Northwest flights are co-branded and available on both delta.com and

nwa.com. This includes mainline aircraft flying, as well as the flying done by regional

subsidiaries such as Mesaba, Comair and SkyWest. Delta.com and nwa.com are cross-linked to

facilitate the online check in of passengers on either of the pre-merger carriers as well. Delta

will continue to utilize both the DL and NW codes until the Single Operating Certificate is
                                                -3-
achieved and the reservation systems are combined (scheduled for the first quarter of 2010).

Delta has integrated its alliance partnerships, combining the pre-existing Northwest-KLM Joint

Venture (“JV”) and the pre-existing Delta-Air France JV into a single new comprehensive Delta-

Air France/KLM Trans-Atlantic JV. Exhibits E, F. The combination creates one integrated

portfolio of alliance, codeshare and frequent flier partnerships. The independent carriers were

already both members of the SkyTeam alliance, so other bilateral relationships within the

alliance were also consolidated with carriers, such as Aeromexico, Korean Airlines, and Alitalia.


       5.      Common Scheduling And Related Functions. Planning and scheduling of all

Delta and Northwest flights and markets are now managed by a single Network/Schedules team

at Delta’s Atlanta headquarters. In addition to schedule planning and implementation, these

functions include application of day-of-week schedule adjustments, seasonal capacity changes,

coordination with operators and distribution of schedules to the Global Distribution Systems

(“GDS”). Northwest’s scheduling function was successfully migrated to Delta’s AirFlite system,

thereby allowing all flights to be managed in one computer system. Delta also loaded and

implemented schedules for cross-fleeting, for flights beginning in April 2009. In February and

March 2009, Delta successfully sent its first fully integrated schedule (April 2009) to the GDS

operators. Delta has now finalized its first combined Summer schedule and Fall schedule, and

successfully launched 14 cross-fleeting markets, placing Northwest aircraft on traditional Delta

routes, and vice-versa. Further completed items include: aligning domestic published fares,

rules and conditions; consolidating Revenue Management performance tracking and reporting;

combining corporate revenue forecasting and economic analysis; consolidating international

pricing teams in Atlanta; creating a single system for pricing and processes under common

management. All operational coordination with Flight Operations, In-flight Services, Airport

                                               -4-
Customer Service, Technical Operations and Operations Control Center are also now managed

by one scheduling team.


       6.      Delta Signage At Airports and Other Locations. As of July 31, 2009, 212 of

the 246 pre-merger Northwest airport stations have been completely rebranded. In addition,

Delta has replaced non-airport Northwest branding with the Delta logo at stadiums and other

major venues, such as the Target Center in Minneapolis and on buildings such as the former

Northwest cargo hanger (“Hangar B”) in Minneapolis. Exhibit G, H.


       7.      Common Uniforms. As of March 31, 2009, all pilots, flight attendants and

customer service agents on the combined carrier are in common uniforms for their respective job

groups. Exhibit B.


       8.      Sky Clubs: One New Brand for Airport Club Rooms. Prior to the acquisition,

both Northwest and Delta operated airport club rooms for qualifying customers. Northwest

operated World Clubs and Delta operated Crown Rooms. As of June 2009, Delta rebranded all

of the pre-merger airport club rooms as Sky Clubs and aligned food and beverage offerings.

Exhibit I. Delta currently has a consolidated lounge network of 58 lounges in 38 cities.

Seventeen of the 22 former Northwest World Clubs have been completely re-branded, and all

will be complete by the end of 2009. Additionally, Delta has aligned club room supply

distribution vendors, hours of operation and policies for irregular operations, club membership

program (including pricing and various levels of membership), Day Pass product, and employee

uniforms.


       9.      One In-Flight Magazine and One Co-branded Credit Card. On April 1,

2009, Delta launched a new monthly in-flight magazine, “SKY,” for placement on the combined
                                              -5-
Delta and Northwest fleet. Exhibit J. Delta renegotiated its co-brand agreement with American

Express in December 2008, and deactivated WorldPerks Visa Cards in July 2009. Exhibit K.


       10.     Progress on Combination of Frequent Flyer Programs. In January 2009,

Delta launched technology to allow customer-initiated integration of Northwest WorldPerks

accounts into Delta SkyMiles accounts. Exhibit L. On June 1, 2009, Delta also sent letters to

9.5 million WorldPerks members encouraging them to link their frequent flier accounts to

SkyMiles. Exhibit M. Through June 2009, 1.2 million accounts were linked. The migration

date for full integration of the loyalty programs has been set for the fourth quarter of 2009. In

October 2009, Delta will require the migration of frequent flier miles; Delta will place a

customer’s WorldPerks miles into a SkyMiles account (or merge the miles if a customer has both

types of accounts). WorldPerks numbers will be kept active for a period of time, so that when

customers input their WorldPerks number, they will be automatically directed to their new

SkyMiles account.


       11.     Aircraft Livery. As of July 31, 2009, 99 Northwest mainline aircraft have been

painted in the Delta livery (nearly 40%), with five additional aircraft in process. All in-service

Northwest mainline aircraft are scheduled to be repainted by April 2010. Also as of July 31,

2009, 41 of Northwest’s regional aircraft have been painted in the Delta livery (approximately

16%), with two additional aircraft in process. All Northwest regional fleet are to be painted by

year-end 2010. Delta is on track to achieve our plan of painting 374 aircraft in the Delta livery

this year (222 mainline and 152 regional aircraft). Additionally, soft goods integration 1 of 34


1
 Soft goods integration refers to integration of on-board items such as seat belts, seat covers,
bulkhead laminates, briefing cards, aisle curtains, demo belts, and baby bassinets.


                                                -6-
Northwest mainline aircraft (14% of the mainline fleet) is complete, with an additional 61

aircraft (25% of the mainline fleet) partially complete. Soft goods integration is on track for

90% completion by October 31, 2009, and 100% completion by December 31, 2009.


B.     DELTA’S COOPERATIVE APPROACH TO MERGER-RELATED LABOR
       ISSUES

       12.      Delta’s Pro-Employee Culture. Delta is immensely proud of its long history of

positive employee relations, which has often been called the “Delta difference” or the “Delta

culture.” Delta has addressed all aspects of the merger with an eye towards preserving and

enhancing that culture of positive employee relations, and introducing the former Northwest

employees, whether union or non-union, to Delta’s positive and cooperative culture.


       13.      Representation Issues. As reflected in Board records and published decisions,

six of the eight pre-merger unions at Delta and Northwest have worked with Delta to resolve

representation and seniority integration issues arising from the merger.


             ALPA. On October 30, 2008, the day following the closing of the merger

             transaction, pursuant to an unprecedented pre-merger agreement with the Air Line

             Pilots Association, International (“ALPA”), Delta and ALPA implemented a

             combined collective bargaining agreement applicable to all pilots of the merged

             airline. Shortly thereafter, on November 4, 2008, ALPA applied to the NMB for

             certification as the designated representative of all pilots employed by post-merger

             Delta. In response to ALPA’s application, the Board first found that Delta and

             Northwest had become a single carrier, 36 NMB 36 (2009), and then certified ALPA

             as the representative of the pilots of the post-merger Delta Air Lines.

             36 NMB 64 (2009).
                                                 -7-
PAFCA And TWU. Following ALPA’s filing, the Professional Airline Flight

Controllers Association (“PAFCA”), the incumbent union representative of the

Dispatchers employed by pre-merger Delta, also sought NMB certification as post-

merger representative. The Dispatchers employed by Northwest prior to the merger

were represented by the Transport Workers Union of America, AFL-CIO. TWU and

PAFCA jointly negotiated a combined collective bargaining agreement with Delta,

which all three parties agreed would apply regardless of which labor organization

ultimately was chosen by the employees as their representative. Following the

subsequent election in which PAFCA was the prevailing union, PAFCA was certified

by the Board on March 25, 2009 to represent the combined post-merger workgroup.

36 NMB 90 (2009).


NAMA. Also following ALPA’s filing, the Northwest Airlines Meteorologists

Association (“NAMA”), the incumbent representative of the Meteorologists

employed by pre-merger Northwest also sought certification as the post-merger

representative. Meteorologists employed by pre-merger Delta were non-union (and

were the smaller group). At NAMA’s request, the NMB conducted an election

among the combined group of Meteorologists, who chose not to be union-represented

post-merger. 36 NMB 88 (2009).


AMFA. Prior to the merger, Mechanics and Related employees at Northwest were

represented by the Aircraft Mechanics Fraternal Association (“AMFA”), while the

Mechanics and Related employees at Delta were non-union. The pre-merger

Northwest workgroup constituted approximately 12% of the combined post-merger

Mechanics and Related workforce. Consequently, AMFA representatives and Delta
                                -8-
           cooperatively negotiated a transition agreement setting out how the AMFA-

           represented employees would transition to Delta’s pay, benefits and work rules

           should AMFA no longer represent those employees. The Board subsequently

           accepted AMFA’s statement disclaiming its representative status, and revoked

           AMFA’s certification. 36 NMB 84 (2009).


           ATSA. Prior to the merger, a group of administrative employees in the Technical

           Operations function at Northwest, including planners, trainers and analysts, were

           represented by the Aircraft Technical Support Association (“ATSA”), a successor to

           the former Northwest Airlines Foremen’s Association. The counterpart employees at

           Delta were non-union. The pre-merger Delta group was larger than the pre-merger

           Northwest group. Subsequently, the ATSA leadership and Delta cooperatively

           negotiated a transition agreement setting out how the ATSA-represented employees

           would transition to Delta’s pay, benefits and work rules should ATSA no longer

           represent those employees. The Board subsequently accepted ATSA’s statement

           disclaiming its representative status, and revoked ATSA’s certification. 36 NMB

           92 (2009).


Of the eight pre-merger unions at Delta and Northwest, other than the six described above and

AFA, which is the applicant in the present proceeding, the only other union that has

representation issues still outstanding is the International Association of Machinists and

Aerospace Workers (IAM), which represented pre-merger Northwest employees under four

certifications: (1) Clerical, Office, Fleet and Passenger Service; (2) Stock Clerks; (3) Simulator

Technicians; and (4) Plant Protection employees. The Delta counterparts to all of these

employee groups were non-union prior to the merger.
                                               -9-
       14.     Six of Eight Pre-Merger Unions Have Worked Cooperatively with Delta to

Successfully Resolve Seniority Integration Issues. In addition to cooperatively resolving

union representation issues, six of the eight pre-merger unions at Delta and Northwest have

worked cooperatively with Delta to successfully resolve seniority integration issues. In

September 2007, Delta’s Board of Directors approved a commitment by Richard Anderson,

Delta’s new chief executive officer, providing that in the event of any future merger involving

Delta, in those job groups where seniority determines job rights, and where the workgroups in a

craft or class were not represented by the same union pre-merger, any integration of seniority

would be conducted pursuant to Sections 3 and 13 of the Allegheny-Mohawk LPP’s. 2 Delta’s

policy on seniority integration was virtually identical to requirements subsequently enacted by

Congress in the so-called “McCaskill-Bond” legislation, Public Law 110-161, Div. K, Title I, §

117 (effective Dec. 26, 2007), which requires the use of Allegheny-Mohawk Sections 3 and 13 to

address seniority integration issues in airline mergers, unless the employees in a craft or class are

represented by the same union pre-merger. In accordance with CAB precedent on the

application of Section 3, Delta invited each group of non-represented pre-merger Delta

employees to designate a Merger Committee to act on their behalf. Delta also invited each of

the pre-merger union representatives of Northwest and Delta employees to designate a Merger

Committee to interact with its non-represented counterpart from the other pre-merger carrier

pursuant to Sections 3 and 13. Four of the pre-merger unions, PAFCA and TWU (dispatchers,



2
  Section 3 of the Allegheny-Mohawk LPPs requires a “fair and equitable” integration of
seniority lists to be negotiated by merger representatives of the affected employees and the
carrier. Section 13 provides for final and binding arbitration in the event that the parties are
unable to reach agreement. There are a number of CAB decisions which explain and/or illustrate
the application of Sections 3 and 13.


                                               - 10 -
and AMFA (mechanics) and NAMA (meteorologists) agreed to do so. ALPA represented both

pilot groups pre-merger and applied its own merger policy.


       Pilots. Delta entered into a seniority integration agreement with ALPA in connection

       with the joint collective bargaining agreement which provided for negotiations on an

       integrated seniority list between the two pilot groups, with final resolution by arbitration

       if the negotiations did not lead to an agreed seniority list. The arbitration decision was

       subsequently issued on December 8, 2008, (Exhibit N), and Delta promptly agreed to

       implement that combined seniority list in accordance with its terms. Exhibit O.


       Dispatchers. Delta agreed to accept an integrated Dispatcher seniority list produced

       jointly by TWU and PAFCA (Exhibit P); that list is now in place under the PAFCA

       collective bargaining agreement.


       Meteorologists. Delta agreed to accept an integrated Meteorologist seniority list

       produced by NAMA and a committee of pre-merger Delta Meteorologists. Exhibit Q.

       That list is now in effect for all meteorologists employed by the post-merger carrier.


       Mechanics and Related. Delta agreed to accept an integrated seniority list for

       Mechanics and Related employees produced jointly by merger representatives designated

       by AMFA for the pre-merger Northwest employees, and selected by the affected

       employees on pre-merger Delta. Exhibit R. That integrated seniority list is now in effect.


       ATSA. Pursuant to the transition agreement, once ATSA’s certification was revoked,

       almost all ATSA-represented employees at Northwest transitioned into salaried and merit

       positions at Delta and these positions generally do not have seniority-based job or

                                               - 11 -
       bidding rights. Those few ATSA employees who transitioned into scale positions were

       grandfathered into seniority rights under existing Delta policies within the Technical

       Operations Division.



       15.     Delta and Northwest Have Continued To Honor the Northwest-AFA and

Northwest-IAM Agreements. Delta and Northwest have continued to honor Northwest’s

collective bargaining agreements with AFA and IAM for a transition period following the

merger, in the hope and expectation that each of those unions would promptly invoke the

services of the Board to resolve representation issues by prompt elections under the auspices of

the NMB. Among other things, Northwest (a) continued the collection and remission of union

dues to both AFA and IAM; (b) honored the union security clauses of the AFA and IAM

agreements; and (c) continued to grant travel privileges and time-off for union business to AFA

and IAM union representatives.



       16.     Common Terms and Conditions of Employment for Management and

Salaried Employees. As of March 1, 2009, all merit or salaried employees have Delta job titles

and pay grades and are now fully subject to all Delta Company policies and procedures, with the

exception of core employee benefit plans, such as medical insurance, life insurance and

retirement income plans, which because of long lead times and enrollment windows generally

will transition to the Delta plans effective January 1, 2010. Exhibits S - X. Profit sharing

programs for all management employees and all employees where representation has been

resolved were aligned effective January 1, 2009. 401(k) plans will be harmonized in terms of

company contribution levels on January 1, 2010; full integration of 401(k) plans with a single

record keeper and plan design will be implemented by January 1, 2011.
                                               - 12 -
       17.     Common Pass Privileges; Reciprocal Travel. On June 23, 2009, Delta

implemented a single pass travel policy and system, providing all employees with pass travel

access to the combined Delta network under a single, uniform travel policy. Exhibits Y, Z.


C.     INTEGRATION OF OPERATIONS


       18.     Transition of FAA Operating Certificates. On August 29, 2008, Delta

submitted a plan for the integration of the separate safety, flight operations, aircraft maintenance,

flight crew training and system-wide control (dispatch) functions to the FAA to achieve a Single

Operating Certificate (“SOC”) by approximately year-end 2009. Delta filed an updated SOC

plan (Revision 4) with the FAA on April 17, 2009, including a Bridging Manual for managing

parallel processes and a SOC checklist that defines the full scope of work for achieving the SOC.

All of the Process Assessment Tools (“PATs”) have been submitted to and accepted by the FAA,

as of June 29, 2009. The PATs are a critical step in the plan to achieve a SOC; they have

allowed Delta to analyze differences in FAA approved processes and procedures at Delta and

Northwest, evaluate the merits of each Delta and Northwest process, recommend the surviving

process, and develop an implementation plan to harmonize the recommended process at the

combined airline, through training, automation and manuals. Divisions submitted for PATs

include: Technical Operations, In-Flight Services, Flight Operations, Operations Control Center,

Corporate Safety & Security, Airport Customer Service, and Cargo. Delta submitted Revision 5

to the SOC Plan to the FAA in June 2009 to provide a task-level integration plan detailing the

plan for and progress towards combining operations to achieve a Single Operating Certificate.

For example, as part of the Flight Operations Phase of Flight integration, all pilot cockpit

procedures have been harmonized in the following areas or phases of flight: pushback, taxiing,

takeoff, climb, cruise, descent, approach and landing. In July 2009, Delta achieved an
                                               - 13 -
Integrated Corporate Quality Audit Program with trained auditors, using common processes and

procedures and a single manual.


       19.     Airport Operations. All former Northwest airport stations have had a full or

partial deployment of the Delta brand. Exhibit AA. 212 of 246 stations have been completely

re-branded as of July 31, 2009, with all stations to be completed by year-end 2009. Effective

June 1, 2009, a single station leader has been named in all co-located stations. Where Delta

ticket counters are being consolidated into Northwest airport space, 26 ticket counters are

complete (out of 34 planned), with the final 8 to be completed in the fourth quarter of 2009.

Where Northwest ticket counters are being consolidated into Delta airport space, 127 ticket

counters are complete (out of 136 planned), with the remaining airports to be completed in the

fourth quarter of 2009 (with the exception of Portland, Oregon, which is delayed until 2010 due

to facility constraints). In addition, effective May 19, 2009, all flights are under a common four-

zone boarding process. On August 3, 2009, Delta relaunched its Red Coat Customer Service

across all pre-merger Delta and Northwest hub locations.


       20.     Integration of In-Flight Service. Delta has launched plans for common parking,

training facilities, and training policy and procedures. Delta has now harmonized most In-Flight

Service products on both domestic and international flights (e.g. food available for purchase

(EATS) program, business and economy class snacks, blankets and pillows, and In-Flight

Entertainment (IFE) programming). Exhibit BB. The vast majority of on-board policies and

procedures have been harmonized, including passenger safety briefing, emergency procedures,

pets in cabin, cabin reserved seat baggage weight limit, designator codes, paperwork at the gate,

armed passenger notification, lost ID procedures and late arrival passengers.


                                               - 14 -
       21.     Consolidated Financial Statements Released By One Investor Relations

Organization. Immediately following confirmation of the merger in October 2008, the Investor

Relations department at Northwest was discontinued and Delta began reporting the earnings of

both carriers under one common press release from the merged headquarters in Atlanta.


       22.     Integration of Technology. While overall integration of all computer systems is

still ongoing, substantial progress has been made to date on technology integration.


               Reservations. Interactive Voice Response technologies were synchronized to

               have the same prompt paths on either reservation lines in January 2009. Delta has

               now finalized plans and announced line of business consolidation for the post-

               merger reservations division. Delta’s reservations headquarter facility

               consolidation in Atlanta is complete, and Delta has harmonized complaint codes,

               verbiage, compensation guidelines and response types. In addition, Delta has also

               consolidated overlapping Asian and Latin American call center locations. In

               August 2009, the five pre-merger Northwest domestic call center locations will

               begin the technology and process cutover transition.


               Financial Systems. Delta has substantially integrated its financial systems,

               creating one common environment for a consolidated general ledger. Delta has

               created a common system for reporting and tracking profit performance by flight,

               region and entity, integrating all Northwest financial and operational data into

               Delta Flight Profitability System. Delta has consolidated financial statements

               released by a single Investor Relations organization, harmonized single

               accounting policies and procedures, and developed a single Sarbanes-Oxley

                                              - 15 -
program. In addition, Delta has converted Northwest fuel accounting to Delta’s

system and harmonized tools for regulatory reporting, such as Form 41. All cash

forecasting, investment management and hedging activity is now managed at

Delta’s Atlanta headquarters under common procedures, controls and systems. In

March 2009, Delta began reporting consolidated monthly traffic information,

Exhibit CC, and in August 2009, each division’s controller responsibility shifted

to the post-merger controller.


Common intranet access. All employees have access to the Deltanet intranet

site for keeping systemwide employees up-to-date on company and industry

happenings and giving employees access to Delta systems and information.




                                 - 16 -
Executed at Atlanta, Georgia


this 11th day of August, 2009.




                                 _________________________
                                 Wayne Aaron




                                 - 17 -
                             Delta Air Lines, Inc.
                         EXHIBITS IN SUPPORT OF
                      Fourth Declaration of Wayne Aaron
                           NMB Case No. CR-6957


          DATE OF
TAB                                                 DESCRIPTION
         DOCUMENT
A.    March 30, 2009        Side-by-side comparison of Delta’s New Domestic Onboard
                            Offerings
B.    March 18, 2009        Memo to All flight attendants of the new Delta re: March 30
                            onboard product and service changes
C.    July 28, 2009         Delta Net News: “Delta to serve Coke drinks, Pepsi snacks on
                            flights”
D.    June 9, 2009          Delta Net News: “Merger brings service enhancements to
                            international flights”
E.    May 20, 2009          Richard Anderson memo to Delta Colleagues Worldwide re:
                            DL-AF Joint Venture
F.    May 20, 2009          Delta Net News: “The Air France KLM Group and Delta Air
                            Lines Launch New Trans-Atlantic Global Joint Venture”
G.    July 30, 2009         Delta Daily news brief: Signage Changes at MSP Offices and
                            Airport Buildings
H.    June 11, 2009         Memo to MSP Campus Delta Employees re: MSP Campus Plan
                            and Building C Renovations
I.    March 4, 2009         Delta Net News: “Delta Renames Airport Lounges ‘Delta Sky
                            Clubs’ Following Merger with Northwest”
J.    April 2009            Inaugural issue of new SKY Magazine (see pp. 11-12)
K.    December 9, 2008      Delta press release: “Delta and American Express Announce
                            Multiyear Extension for Co-Branded SkyMiles Credit Card”
L.                          Delta.com instructions to link WorldPerks account with
                            SkyMiles account
M.    June 1, 2009          Letters to WorldPerks and SkyMiles members re linking
                            accounts
N.    December 8, 2008      Arbitration Award re ALPA seniority list integration
O.    December 12, 2008     Delta letter to ALPA accepting integrated seniority list
P.    December 9, 2009      PAFCA-TWU Seniority Integration Agreement



                                       1 of 2
           DATE OF
 TAB                                              DESCRIPTION
          DOCUMENT
Q.     December 19, 2008   Seniority Integration Agreement for Meteorologists Employees
R.     January 21, 2009    Seniority Integration Agreement for Technician & Related
                           Employees
S.     November 19, 2008   Memo to Delta Merit Employees Worldwide re: New Merit Pay
                           Structures
T.     January 28, 2009    Memo to Delta Colleagues Worldwide re: Update on Alignment
                           of Pay and Benefits
U.     July 2009           2010 Transition to Delta Dental of Minnesota Q&A
V.     July 2009           2010 Transition to MetLife & The Prudential Q&A
W.     July 2009           2010 Transition to UnitedHealthCare Q&A
X.     July 16, 2009       Memo to All U.S.-based benefit eligible Delta colleagues re:
                           2010 Consolidation of Health and Welfare Administrators
Y.     June 23, 2009       Message from Richard Anderson re integrated pass travel policy
Z.     April 23, 2009      Memo to Delta Colleagues Worldwide re Integrated Pass Policy
                           Coming June 23, 2009
AA.    August 3, 2009      Delta Net News: “Completed station consolidations, rebranding
                           top 85%”
BB.    March 30, 2009      Press Release, “Delta-Northwest Merger Becomes Visible to
                           Customers with Introduction of Combined Domestic Products”
CC.    July 7, 2009        Press Release, “Delta Air Lines Reports June Traffic”




                                     2 of 2
Exhibit A
Delta’s New Domestic Onboard Offerings

First Class Cabin
Italics indicates adopted offering.

                   Delta-operated Flights Before March         Northwest-operated Flights Before             Delta- and Northwest-operated Flights
                   30, 2009                                    March 30, 2009                                as of March 30, 2009

  Meals            Meal service on flights of 1,025 miles or   Meals at meal times on flights 900 miles or   Meals at meal times on flights 900 miles
                   longer                                      longer                                        or longer*
                       • Cold meals: Flights between               • Cold meals: Lunch                            • Cold meals: Flights between 900
                          1,025 and 1,550 miles                    • Hot meals: Breakfast and dinner                 and 1,500 miles
                       • Hot meals: Flights greater than                                                          • Hot meals: Flights greater than
                          1,550 miles                                                                                1,500 miles

  Snacks           Peanuts, Biscoff cookies, Sun Chips,        Twix bars, Pretzel Crisps, fresh fruit,       Peanuts, Biscoff cookies, Twix bars,
                   Quaker Granola bar                          Stacy’s chips, oatmeal bar, mixed nuts        Pretzel Crisps, fresh fruit
                                                               (selections based on time of day)
                                                                                                             Customer benefit: Addition of fresh fruit,
                                                                                                             pretzel crisps, and branded candy bars to
                                                                                                             pre-merger Delta’s First Class snack
                                                                                                             offering

  Drinks           All alcoholic and non-alcoholic beverages   All alcoholic and non-alcoholic beverages     All alcoholic and non-alcoholic beverages
                   complimentary                               complimentary                                 complimentary
                   Alcoholic beverage selection includes the                                                 Customer benefit: Continued
                   Mojito and Margarita signature cocktails                                                  complimentary beverages for all First
                   by Rande Gerber                                                                           Class customers, including the Mojito and
                                                                                                             Margarita signature cocktails by Rande
                                                                                                             Gerber
  In-flight       Personal, in-seat entertainment –              None                                 Personal, in-seat entertainment –
  Entertainmen    including free on-demand movies, games,                                             including free on-demand movies, games,
  t               live TV and music, on flights operated with    No personal headsets available       live TV and music, on flights operated with
                  select domestic Boeing 737, 757 and 767                                             select domestic Boeing 737, 757 and 767
                  aircraft                                                                            aircraft
                  Overhead movies and in-flight                                                       Overhead movies and in-flight
                  programming on many aircraft without                                                programming on many aircraft without
                  personal, in-seat monitors, including all                                           personal, in-seat monitors, including all
                  Boeing MD-90 and select 737 and 757                                                 Boeing MD-90 and select 737 and 757
                  aircraft                                                                            aircraft
                  In-flight Wi-Fi with individual per-use fees                                        In-flight Wi-Fi with individual per-use fees
                  (to be installed on all Delta domestic                                              (to be installed on all Delta domestic
                  mainline aircraft by late 2009)                                                     mainline aircraft by late 2009 and
                                                                                                      Northwest domestic mainline aircraft
                  Personal headsets: Complimentary;                                                   during 2010)
                  personal headsets may also be used at no
                  charge                                                                              Personal headsets: Complimentary;
                                                                                                      personal headsets may also be used at no
                                                                                                      charge
                                                                                                      Customer benefit: The return of movies
                                                                                                      to Northwest flights with overhead
                                                                                                      entertainment systems in the U.S. (Boeing
                                                                                                      757 aircraft) and the planned addition of
                                                                                                      Wi-Fi access across the Northwest
                                                                                                      domestic fleet during 2010

  In-flight       Sky magazine                                   World Traveler magazine              Newly redesigned Sky magazine (effective
  Magazine                                                                                            April 1)
                                                                                                      Customer benefit: Introduction of Sky
                                                                                                      magazine that will feature information and
                                                                                                      content reflecting the interests of
                                                                                                      customers flying both pre-merger Delta
                                                                                                      and pre-merger Northwest routes.

*Additional business routes, including flights to/from New York-LaGuardia, below this mileage level may offer First Class meals at mealtime.
Economy Cabin
Italics indicates adopted offering.

                   Delta-operated Flights Before April 1,        Northwest Operated Flights Before            Delta- and Northwest-operated Flights
                   2009                                          April 1, 2009                                as of April 1, 2009

  Meals            EATS non-perishable items on all flights of   Non-perishable buy-on-board items            EATS non-perishable items on all flights of
                   750 miles or more                                                                          600 miles or longer
                                                                 Cash only
                   EATS non-perishable items, fruit and                                                       EATS non-perishable items, fruit and
                   cheese plate, a sandwich, salad and Todd                                                   cheese plate, a sandwich on flights of
                   English signature item on flights greater                                                  1,025 miles and more
                   than 1,025 miles
                                                                                                              Above, plus EATS salad and Todd English
                   Cash and credit accepted for onboard                                                       signature item on flights greater than
                   purchases                                                                                  1,500 miles
                                                                                                              Cash and credit accepted for onboard
                                                                                                              purchases on Delta-operated flights
                                                                                                              Cash only accepted on Northwest-
                                                                                                              operated flights until credit card
                                                                                                              processing devices introduced later this
                                                                                                              year

  Snacks           Complimentary peanuts and Biscoff             None                                         Complimentary peanuts and Biscoff
                   cookies                                                                                    cookies
                                                                                                              Customer benefit: Return of a free snack
                                                                                                              to pre-merger Northwest flights across the
                                                                                                              United States

  Drinks           Alcoholic beverage selection includes the     All alcoholic beverages sold for $5 (beer,   Alcoholic beverage selection including the
                   Mojito and Margarita signature cocktails      wine, liquor)                                Mojito and Margarita signature cocktails by
                   by Rande Gerber                                                                            Rande Gerber
                   All alcoholic beverages sold for $7 (beer,                                                 Beer will be sold for $5; all other alcoholic
                   wine, liquor and shaken-in-the-aisle                                                       beverages (wine, liquor, signature
                   signature cocktails)                                                                       cocktails) will be sold for $7
                                                                                                              Customer benefit: Introduction of
                                                                                                              shaken-in-the-aisle signature cocktails on
                                                                                                              pre-merger Northwest routes; reduction of
                                                                                                              beer charge from $7 to $5 on pre-merger
                                                                                                              Delta routes
In-flight      Personal, in-seat entertainment –              None                             Personal, in-seat entertainment – including
Entertainmen   including free on-demand games, live TV                                         free on-demand games, live TV and music
t              and music and pay-per-view on-demand           No personal headsets available   and pay-per-view on-demand movies, on
               movies, on flights operated with select                                         flights operated with select domestic
               domestic Boeing 737, 757 and 767 aircraft                                       Boeing 737, 757 and 767 aircraft
               Free overhead movies and in-flight                                              Free overhead movies and in-flight
               programming on many aircraft without                                            programming on many aircraft without
               personal, in-seat monitors, including all                                       personal, in-seat monitors, including all
               Boeing MD-90 and select 737 and 757                                             Boeing MD-90 and select 737 and 757
               aircraft                                                                        aircraft
               In-flight Wi-Fi with individual per-use fees                                    In-flight Wi-Fi with individual per-use fees
               (to be installed on all Delta domestic                                          (to be installed on all Delta domestic
               mainline aircraft by late 2009)                                                 mainline aircraft by late 2009 and
                                                                                               Northwest domestic mainline aircraft
               Personal headsets: $2 for purchase for                                          during 2010)
               use on any and all future flights; personal
               headsets may also be used at no charge                                          Personal headsets: $2 for purchase for
                                                                                               use on any and all future flights; personal
                                                                                               headsets may also be used at no charge
                                                                                               Customer benefit: The return of movies
                                                                                               to Northwest flights with overhead
                                                                                               entertainment systems in the U.S. (Boeing
                                                                                               757 aircraft) and the planned addition of
                                                                                               Wi-Fi access across the Northwest
                                                                                               domestic fleet during 2010

In-flight      Sky magazine                                   World Traveler magazine          Newly redesigned Sky magazine (effective
Magazine                                                                                       April 1)
                                                                                               Customer benefit: Introduction of Sky
                                                                                               magazine that will feature information and
                                                                                               content reflecting the interests of
                                                                                               customers flying both pre-merger Delta
                                                                                               and pre-merger Northwest routes.
Exhibit B
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  Internal Memorandum
  Date:         March 18, 2009
  To:           All flight attendants of the new Delta
  From:         Joanne Smith and Julie Showers
  Subject:      March 30 onboard product and service changes

  March 30 will be a big day for Delta. Not only will thousands of pre-merger Northwest employees show up to work in their stylish new
  Richard Tyler Collection uniforms for the first time, but Delta customers across the United States, regardless of the flight and aircraft type
  they’re on, will begin experiencing a new Delta standard of onboard products, services and policies that truly represent the best offerings of
  both pre-merger Delta and Northwest.

  Below is a high-level list of the most significant changes, all scheduled to begin on March 30 (unless otherwise indicated):

         First Class meal windows and offerings: The current Northwest standard of First Class meals at meal times on flights greater
         than 900 miles and more will be expanded to many Delta flight segments. Cold meals will become the standard option on flights
         less than 1550 miles. First Class snack selections on all applicable flights will include peanuts, Biscoff cookies, Twix bars, Pretzel
         Crisps and fresh fruit.

         Expansion of EATS: EATS non-perishable items will be offered on all flights of 600 miles or more, and EATS perishable items -
         specifically a fruit and cheese plate and a sandwich - will be offered on all flights of 1,025 miles and more. On flights greater than
         1,500 miles, an EATS salad and Todd English signature item will also be featured. Pre-merger Delta flight attendants will continue
         to accept both cash and credit for all onboard purchases, while pre-merger Northwest flight attendants will continue to accept cash
         only. M2 handheld devices - which are used to process credit cards sales - will be introduced on pre-merger Northwest aircraft later
         this year.

         Main cabin complimentary snacks: The Delta standard of main cabin complimentary snacks - peanuts and Biscoff cookies - will
         be offered on all domestic flights with a scheduled in-flight service.

         Beverage selections: Delta’s alcoholic beverage selection - which includes the Mojito and Margarita signature cocktails by Rande
         Gerber - will become standard on all flights. Until a final determination has been made on a single beverage provider, pre-merger
         Delta aircraft will continue to feature Coca-Cola family products and pre-merger Northwest aircraft will continue to feature Pepsi
         family products. This distinction will be noted in Sky magazine.

         Common alcohol pricing policy: On all flights where there is a charge for alcohol, beer will be sold for $5 (Northwest standard)
         and all other alcoholic beverages will be sold for $7 (Delta standard). Separate alcohol pricing policies for each pre-merger carrier
         will remain in effect on transatlantic flights until June 1.

         Cross fleeting: Cross fleeting officially begins on April 1, when pre-merger Delta aircraft and crews will begin flying MSP-CDG, and
         when pre-merger Northwest aircraft and crews will begin flying ATL-FCO, ATL-HNL and ATL-LGW. More cross fleeting markets will
         follow in future months. As a rule, the onboard products, services and amenities of a cross fleeting flight will always be determined
         by the aircraft that operates it, so flights operated by pre-merger Delta aircraft will feature Delta products and services and vice
         versa. As a reminder, international product harmonization is scheduled to take place on June 1, and international service
         procedures should be harmonized by the end of 2009.

         Onboard service items: Tray liners, napkins, salt and pepper sachets, rocks glass, hot towels, cutlery and other items will be
         standardized across both fleets.

         Sky magazine: Beginning April 1, a newly refreshed and re-branded Sky magazine will debut as the official onboard magazine of
         the new Delta.

  Because of the number and detail of these changes, a little advanced study and preparation is in order to make sure you’re ready for the
  big day. You may have already seen, and will continue to see in the coming week, more detailed information on each change - and what it
  means to you - posted to the IFS Portal, ATLAS, and, coming very soon, in dedicated Base Learning Centers. Please be sure to take a few
  moments to read and become familiar with this information so you’re prepared to deliver on March 30.

  Harmonizing our domestic onboard products, policies and services is a major milestone in the work we’re doing to create the world’s
  premier global airline. Thanks for all you continue to do each and every day to win over customers to the Delta brand.

  Joanne and Julie

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Exhibit C
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  Delta to serve Coke drinks, Pepsi snacks on flights
  July 28, 2009


  Starting Saturday, Delta will begin serving Coca-Cola soft drinks on board Delta, Northwest and Delta Connection carrier
  flights worldwide.

  Delta also will preserve pre-merger Northwest’s relationship with PepsiCo by offering additional snack items from
  PepsiCo’s Frito-Lay division in the coming months.

  This marks another milestone in the harmonization of Delta’s in-flight food and beverage offerings as a result of the
  merger.

  Delta has always served Coke products as the complimentary beverage of choice on board its flights. This continues
  Delta’s 80-year history with The Coca-Cola Company. The Coca-Cola products will include Coke, Coke Zero, Diet Coke,
  Sprite and Fresca.

  In addition to Stacy’s Pita Chips already offered in EATS snack boxes, Delta will add Pepsi’s Ruffles Potato Chips, Sun
  Chips and Miss Vickie’s All Natural Chips in the coming months.

  “Delta is proud to continue working with both of these valued vendors as they offer our customers the best beverage and
  snack choices available,” Delta said in a statement.




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Exhibit D
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  Merger brings service enhancements to international flights
  June 9, 2009


  Customers flying international flights now enjoy the same in-flight experience on Delta and Northwest – the latest sign
  that the carriers are now one.

  As part of its $500 million investment to integrate the two airlines, Delta is standardizing international offerings on all long-
  haul aircraft this month featuring a BusinessElite cabin the former World Business Class on Northwest aircraft.

  For travelers flying in the international economy cabin, that means complimentary beer and wine on flights operated by
  Delta and Northwest. Spirits, including Delta’s signature cocktails by Rande Gerber, also are available for $7 each.
  Additionally, on flights longer than 3,800 miles, customers in the economy cabin receive an upgraded hot breakfast.

  BusinessElite customers now enjoy signature selections created by Delta’s celebrity chef Michelle Bernstein and wines
  chosen by the airline’s master sommelier Andrea Robinson. BusinessElite customers already enjoy an oversized pillow
  and duvet. Additional enhancements are planned for the BusinessElite cabin.

  “June marks another major milestone in our merger with Northwest as we introduce high-quality products on board Delta
  and Northwest aircraft operating internationally,” said Joanne Smith, s.v.p. for In-Flight Service. “We continue to bring
  together the best of both airlines to create one best-in-class experience for customers traveling with us worldwide.”

  In late March, Delta combined products for customers traveling on all Delta- and Northwest-operated domestic flights to
  include expanded first and economy class food offerings, Rande Gerber signature cocktails, in-flight entertainment. The
  new Sky in-flight magazine was introduced on April 1.

  This month’s integration of international onboard products builds on merger milestones completed since the Oct. 29
  merger closing. Those achievements include painting more than 80 Northwest aircraft into Delta’s livery and rebranding
  more than 175 airports worldwide; launching a new transatlantic global joint venture with the Air France-KLM; expanding
  the benefits of pre-merger codeshare relationships, including U.S. agreements with Alaska and Midwest airlines; and
  granting stock to substantially all U.S.-based employees, bringing to nearly 13% employee ownership of the new
  company.

  See Also:
  Get more details in the news release.




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Exhibit E
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  Internal Memorandum
  Date:       May 20, 2009
  To:         Delta Colleagues Worldwide
  From:       Richard Anderson and Ed Bastian
              Richard and Ed Memo: Delta and Air France-KLM create world's largest airline joint venture as KLM joins
  Subject:
              DL-AF JV

  Greetings from Paris, where a few minutes ago we signed an agreement with Air France KLM – creating the world’s
  largest airline joint venture. The new JV adds to the extensive reach and strength of our merged airline by providing
  customers with even more travel options while positioning our airlines to weather the challenges of the economic and
  competitive environment. This agreement provides for Delta to fly 50 percent of the joint venture flights and gives us
  long-term growth opportunities.

  Many of you are familiar with the JV that Delta launched with Air France just over a year ago and the JV that Northwest
  had in place with KLM for more than ten years. Now combined, the expanded JV encompasses revenue estimated at
  $12 billion annually and offers significant competitive advantages for the new Delta, and creates the largest trans-Atlantic
  alliance.

          By adding KLM’s trans-Atlantic routes to our network, we have created an unmatched global network served by
          220 daily flights, offering more than 52,000 seats daily. This network is powered by six main hubs: Amsterdam,
          Atlanta, Detroit, Minneapolis, New York-JFK and Paris-CDG; and fueled by Cincinnati, Lyon, Memphis and Salt
          Lake City.
          Customer benefits from the new JV include new routes, more flight options and frequencies, better schedules,
          and new opportunities to earn miles from the Flying Blue and SkyMiles frequent flyer programs. Customers also
          will have access to the largest airline lounge network across the Atlantic and to reservations centers in Europe
          and North America.
          The joint-venture represents approximately 25 percent of total trans-Atlantic capacity, with annual revenues
          estimated at more than $12 billion.
          For employees and shareholders, the JV means increased financial and competitive strength. The incremental
          profit opportunity of the JV is estimated to be over $200 million annually when it is fully ramped up. This will allow
          Delta to enhance its liquidity position and create a stronger, more durable airline for all employees.
          Just like the existing joint venture, this is a “metal-neutral” agreement, which means we share in revenues and
          costs on trans-Atlantic flights regardless of who carries the traffic. This gives us immense flexibility by being able
          to offer customers a much broader network without incurring significant costs. We will do one-half of the flying.
          This new agreement does not change our relationship with our other SkyTeam partners. We believe the alliance
          will be strengthened by this JV, deepening the relationship between its largest partners.

  Many employees across several areas of the company have played a tremendous role in working out the details of this
  very complex agreement with their Air France KLM counterparts. Their hard work culminates in today’s signing and in
  strengthening Delta’s leadership as the number one global carrier. Our most sincere thanks to them and to the many
  thousands of employees worldwide whose day-to-day collaboration ultimately will make this joint venture a success.




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Exhibit F
The Air France KLM Group and Delta Air Lines Launch New Trans-Atlantic Global Joint Venture - Ma... Page 1 of 2




  The Air France KLM Group and Delta Air Lines Launch New Trans-Atlantic
  Global Joint Venture
  May 20, 2009

  PARIS, ATLANTA and AMSTERDAM, May 20 /PRNewswire-FirstCall/ -- The Air France KLM Group and Delta Air Lines (NYSE:
  DAL) today announced a new long-term joint venture whereby the partners will jointly operate their trans-Atlantic business
  by coordinating operations and sharing revenues and costs of their trans-Atlantic route network. The airlines will cooperate
  on routes between North America and Africa, the Middle East and India, as well as on flights between Europe and several
  countries in Latin America.

  (Logo: http://www.newscom.com/cgi-bin/prnh/20090520/CL20010LOGO)

  For customers, this joint venture will result in more choices, frequencies, convenient flight schedules, competitive fares and
  harmonized services on all trans-Atlantic flights operated by the partners.

  The joint venture represents approximately 25 percent of total trans-Atlantic capacity with annual revenues estimated at
  more than US$12 billion (approximately 9.3 billion euros, reference year 2008/09).

  "This strategic partnership puts us in a good position compared with other major alliances, which are extremely active on the
  world's leading long-haul market. By integrating our trans-Atlantic operations, we will give our passengers what they desire:
  more choice, more frequencies, more convenient flight schedules and superior customer service," said Pierre-Henri
  Gourgeon, president and CEO of Air France KLM. "By optimizing the use of our pooled resources, this joint venture will help
  us weather the current economic situation and protect our product offering."

  Global passengers will benefit from access to a vast network offering over 200 flights and approximately 50,000 seats daily.
  That network is structured around six main hubs: Amsterdam, Atlanta, Detroit, Minneapolis, New York-JFK and Paris-CDG,
  together with Cincinnati, Lyon, Memphis and Salt Lake City. The airline partners will provide their corporate clients with a
  broad, global offering that best meets their expectations for the most convenient airline system, while providing efficient
  account management as well as ease of travel for their clients. Going forward, this structure will represent a major strength
  for the SkyTeam alliance, of which all three airlines are members.

  "The structure of this joint venture, in which we operate as a single business where we consensually develop our strategies
  and share revenues and costs, provides the incentives for us to collaborate in a way that generates benefits for customers,
  shareholders and employees of our three airlines," said Richard Anderson, CEO of Delta Air Lines. "Customers will benefit
  from the unique scope and choices we will offer, while shareholders and employees will benefit from the stronger competitive
  and financial position of our respective airlines."

  Peter Hartman, president and CEO of KLM, emphasized: "We know from experience that the success of a joint venture calls
  for shared vision and long-term commitment, the simplest of operating rules and fair sharing of revenues and costs. At KLM,
  we are proud to be starting to write a new page in our history alongside partners who fully share our exacting standards of
  quality and service. Today, we are building a team that will give its very best for trans-Atlantic passengers."

  Air France and KLM have been working with their respective American partners for many years. KLM signed a joint venture
  agreement with Northwest in 1997, while Air France and Delta signed a joint venture agreement in 2007. Following the
  merger of Delta and Northwest, the next logical business strategy was to establish a single trans-Atlantic joint venture. The
  agreement signed today is the result of that collaboration.

  Included in the JV figures are results from trans-Atlantic services under the flight codes of all three airlines (AF, KL and DL
  codes), as well as the contribution from connecting flights beyond the hubs.

  The joint venture's geographic scope includes all flights between North America and Europe, between Amsterdam and India,
  and between North America and Tahiti. On these routes, the business will be jointly operated with the strategy and
  economics equally shared among the Air France KLM Group and Delta.

  Wherever traffic rights permit, and notably between the United States and the European Union, flights will be mutually code-
  shared.

  The joint venture will also step up the visibility of all three airlines in more than 400 airports: the Air France, KLM and Delta
  brands will be combined at all North American and European airports wherever any of the three carriers operates. Moreover,
  each partner will also support the three brands in advertising and marketing.

  Governance of the joint venture will be equally shared between the Air France KLM Group and Delta. An executive committee
  comprising the three CEOs and a management committee comprising representatives from Marketing, Network, Sales,
  Alliances, Finance and Operations will define strategy. Ten working groups will be responsible for implementing and
  managing the agreement in the sectors of network, revenue management, sales, product, frequent flyer, advertising/brand,
  cargo, operations, IT and finance. The joint venture will not lead to the creation of a subsidiary.



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The Air France KLM Group and Delta Air Lines Launch New Trans-Atlantic Global Joint Venture - Ma... Page 2 of 2

  The venture is a long-term, evergreen arrangement that can only be cancelled with a three year notice, after an initial term
  of 10 years.

  Visuals of the signing ceremony are available on corporate.airfrance.com, corporate.klm.com and news.delta.com. A replay
  of the Webcast is available here.

  Key facts and figures on the joint venture

         More than 200 daily transatlantic flights (100 roundtrips)
         The joint venture represents approximately 25 percent of total trans-Atlantic capacity.
         Over 400 destinations in Europe and in North America
         Annual revenues estimated at more than US$12 billion (approximately 9.3 billion euros, reference year 2008/09).
         Over 100,000 employees at Air France KLM
         70,000 employees at Delta
         The venture is a long-term, evergreen arrangement that can only be cancelled with a three year notice, after an
         initial term of 10 years.

  About Air France KLM

  The Air France KLM Group was set up in 2004 and comprises a holding company and two airlines that have retained their
  separate brands and identities. Together, Air France and KLM serve an extensive global network structured around their hubs
  at Paris-Charles de Gaulle and Amsterdam-Schiphol. Currently, the group has a workforce of over 100,000, carries 75 million
  passengers annually to 248 destinations worldwide, and operates a fleet of 603 aircraft. This ranks it first worldwide by
  turnover, which stood at 24.1 billion euros in IATA 2007/2008. Air France and KLM are members of the SkyTeam Alliance,
  whose services span the world. Air France was founded in 1933, KLM in 1919. Full information on corporate.airfrance.com
  and www.klm.com.

  About Delta

  Delta Air Lines is the world's largest airline by number of passengers carried. From its hubs in Atlanta, Cincinnati, Detroit,
  Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-Narita, Delta,
  its Northwest subsidiary and Delta Connection carriers offer service to 368 destinations in 66 countries and serve more than
  170 million passengers each year. Delta's marketing alliances allow customers to earn and redeem either SkyMiles or
  WorldPerks on more than 16,000 daily flights offered by SkyTeam and other partners. Delta's more than 70,000 employees
  worldwide are reshaping the aviation industry as the only U.S. airline to offer a full global network. Customers can check in
  for flights and print boarding passes at delta.com.

  Forward-looking Statements (Delta Air Lines only)

  Statements in this news release that are not historical facts, including statements regarding our estimates, expectations,
  beliefs, intentions, projections or strategies for the future, may be "forward-looking statements" as defined in the Private
  Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that
  could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies
  reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to,
  the cost of aircraft fuel; the effects of the global recession; the effects of the global financial crisis; the impact of posting
  collateral in connection with our fuel hedge contracts; the impact that our indebtedness will have on our financial and
  operating activities and our ability to incur additional debt; the restrictions that financial covenants in our financing
  agreements will have on our financial and business operations; labor issues; the ability to realize the anticipated benefits of
  our merger with Northwest; the integration of the Delta and Northwest workforces; interruptions or disruptions in service at
  one of our hub airports; our increasing dependence on technology in its operations; our ability to retain management and
  key employees; the ability of our credit card processors to take significant holdbacks in certain circumstances; the effects of
  terrorist attacks; and competitive conditions in the airline industry.

  Additional information concerning risks and uncertainties that could cause differences between actual results and forward-
  looking statements is contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-
  K for the fiscal year ended December 31, 2008. Caution should be taken not to place undue reliance on our forward-looking
  statements, which represent our views only as of May 20, 2009, and which we have no current intention to update.

  Photo: http://www.newscom.com/cgi-bin/prnh/20090520/CL20010
  http://photoarchive.ap.org
  PRN Photo Desk, photodesk@prnewswire.com

  SOURCE: Delta Air Lines

  Web site: http://www.delta.com/




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Exhibit AA
Completed station consolidations, rebranding top 85%
August 3, 2009




Delta’s Corporate Real Estate and Information Technology teams consolidated operations and updated
Delta branding at four additional stations last week, raising the percentage of stations completed to more
than 85%. CRE estimated the consolidations at these four stations will save Delta $1.8 million this year in
reduced lease and other operating costs. Cleveland; Evansville, Ind.; Honolulu and Peoria, Ill., were the
stations completed last week, for a total of 212 of 246 stations converted exclusively to the Delta brand.

Two more stations are scheduled for consolidation and rebranding this week: Burlington, Vt., and
Gulfport/Biloxi, Miss.

Additionally, Delta TechOps continues to update the fleet with new livery. About 40% of the combined
mainline fleet now sports the new Delta paint scheme. About 64% of the combined fleet should be in new
livery by the end of the year, and the entire fleet should be finished next year.
Exhibit BB
Delta-Northwest Merger Becomes Visible to Customers with Introduction of Combined ...                         Page 1 of 3




  Delta-Northwest Merger Becomes Visible to Customers with
  Introduction of Combined Domestic Products
  Changeover includes employee uniforms, airport signage, and enhanced onboard
  products and services


  Mar 30, 2009

  ATLANTA, March 30, 2009 – Seattle-based flight attendant Christie Colegrove, a 25-year Northwest Airlines
  veteran, will hang up her Northwest uniform today in exchange for a new Delta Air Lines’ (NYSE: DAL)
  uniform. Colegrove is joining nearly 40,000 flight attendants, pilots, airport lounge representatives, ticket
  counter and gate agents who today will don Delta uniforms – one of the first outwardly visible signs that the
  two airlines are now one.

  Delta’s $500 million investment to integrate the two airlines takes center stage this week in U.S. hubs –
  including Detroit, Memphis and Minneapolis-St. Paul – with new Delta signage appearing at more than 400
  ticket counters, gates and baggage claim areas within the three airports. Delta has already rebranded 119
  airports worldwide. The airline expects to have all domestic airports transformed by year’s end, with all
  international locations scheduled for completion in 2010.

  By the end of next year, nearly 250 pre-merger Northwest mainline aircraft will be painted in Delta’s red,
  white and blue flagship colors. To date, 33 Northwest-branded aircraft have already been repainted. Also by
  year’s end, all Delta- and Northwest-operated mainline aircraft will feature similar interiors, including Delta’s
  standard blue leather seats and carpet.

  “In just five months, Delta has made significant strides to bring together the best of both airlines for the
  benefit of our customers, employees and the communities we serve,” said Richard Anderson, Delta’s chief
  executive officer. “We’re working hard to integrate every aspect of the travel experience – from onboard
  products, to aircraft exteriors and cabin interiors, to frequent flyer programs – so that all Delta customers
  worldwide enjoy one best-in-class experience.”

  Delta and Northwest made aviation history last October in a merger that created the world’s largest airline
  with service to 379 destinations in 66 countries, more than 6,000 daily departures and more than 170
  million customers served annually. Until now, significant post-merger changes – such as synchronizing flight
  schedules, aligning route maps, integrating technologies and workgroups – have largely taken place behind
  the scenes.

  “I’ve been wearing my uniform for 19 years. It was time for a fresh, new look,” said an excited Colegrove.
  “Delta is moving the industry forward with a great new uniform that shows our professionalism and pride in
  how we look, act and serve.”

  Product and Service Enhancements

  Visible product and service improvements happening this week on Delta-Northwest flights throughout the
  United States include:

         Expanded First Class food offerings: More meals served on flights 900 miles or greater, as well as
         a wider variety of snacks on flights over 250 miles. Exclusive entrees created by acclaimed chef
         Michelle Bernstein will be featured on select flights.



         Expanded Economy Class food offerings: Customers traveling in Economy Class on all Northwest-
         operated mainline flights of more than 250 miles will enjoy the return of free snacks, as well as the
         introduction of Delta’s food-for-purchase program, EATS, on flights over 600 miles.



         Expansion of Signature Cocktails by Rande Gerber: Signature cocktails by nightlife entrepreneur
         Rande Gerber – including Delta’s Mojitos and Margaritas– will now be available onboard all
         Northwest-operated flights.



         Consistent uniforms: More than 11,000 pre-merger Northwest flight attendants, SkyClub
         representatives, gate and ticketing agents join their Delta colleagues in wearing a consistent uniform
         created by fashion designer Richard Tyler. Some 5,000 pre-merger Northwest pilots also switched to



http://news.delta.com/index.php?s=43&item=430&printable
Delta-Northwest Merger Becomes Visible to Customers with Introduction of Combined ...                      Page 2 of 3

         the Delta uniform today.



         Expanded onboard entertainment: Customers flying on Northwest-operated flights see the return
         of in-flight entertainment to Economy Class in the U.S., including overhead movies on select long-
         haul flights. Delta’s safety video debuts on all Northwest-operated flights worldwide.



         New in-flight magazine: A refreshed Sky magazine debuts on all Delta and Northwest flights
         worldwide as the combined airline’s official magazine, featuring Heidi Klum, world-renowned model,
         actress and host of Project Runway on the inaugural cover. Sky magazine will also be available for
         purchase in U.S. bookstores beginning April 1.


  For more details, go to news.delta.com.

  Five-month Merger Milestones

  This week’s integration of domestic products and services builds on merger milestones already completed
  since the closing of the Delta-Northwest merger on October 29, 2008, including:

         Granting stock to substantially all U.S.-based employees. Upon completion of this grant, pre-merger
         Delta and Northwest employees owned nearly 15 percent of the new company.



         Resolving union representation and seniority integration for pilots, aircraft maintenance technicians,
         meteorologists and dispatchers. The development of seniority integration recommendations for a fair
         and equitable seniority integration method by pre-merger Delta flight attendants, Airport Customer
         Service/Cargo, Reservation Sales and TechOps Stores employees.



         Adding Delta’s code to more than 90 percent of all Northwest flights, creating thousands of additional
         connecting opportunities and easier connections between the pre-merger Delta and Northwest hubs.



         Expanding the benefits of pre-merger codeshare partnerships, including the expansion of Delta’s U.S.
         agreements with Alaska and Midwest airlines.



         Introducing dual-airline functionality on delta.com and nwa.com and via Delta and Northwest airport
         check-in kiosks.



         Aligning Delta SkyMiles and Northwest WorldPerks Programs including granting full complimentary
         upgrade reciprocity for elite members, linking frequent flyer accounts, consolidating mileage
         balances, offering a three-tiered award structure with more choices and options for award travel and
         outlining the timeline and plan to develop a best-in-class loyalty program for 2010.



         Announcing the consolidation and rebranding of Delta Crown Room Clubs and Northwest WorldClubs
         into Delta SkyClubs, beginning mid-April.



         Redeploying Delta and Northwest aircraft to better match supply to demand on select routes.


  Delta is continuing its progress to achieve a single operating certificate by the end of the year.

  Satellite uplink available
  Media are invited to cover the historic changeover beginning Monday, March 30 using Delta-provided footage
  of aircraft being painted from Northwest to Delta, signage being changed from Northwest to Delta, pre-
  merger Northwest employees donning the new Delta uniforms and employees serving new food and drink
  options onboard Delta flights.

  The uplink is available at the following times and coordinates

  Monday, March 30, 2009, 10-10:30 a.m. EDT
  SATELLITE: GALAXY 3 CBAND @ 95 DEGREES WEST


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Delta-Northwest Merger Becomes Visible to Customers with Introduction of Combined ...                       Page 3 of 3

  TRANSPONDER: C- 9 (nine) ANALOG
  UL FREQUENCY: 6105 VERTICAL
  DL FREQUENCY: 3880 HORIZONTAL
  AUDIO: 6.2 6.8

  Monday, March 30, 2009, 2-2:30 p.m. EDT
  SATELLITE: GALAXY 3 CBAND @ 95 DEGREES WEST
  TRANSPONDER: C- 9 (nine) ANALOG
  UL FREQUENCY: 6105 VERTICAL
  DL FREQUENCY: 3880 HORIZONTAL
  AUDIO: 6.2 6.8

  Delta Air Lines is the world’s largest airline. From its hubs in Atlanta, Cincinnati, Detroit, Memphis,
  Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and
  Delta Connection carriers offer service to 379 destinations in 66 countries and serve more than 170 million
  passengers each year. Delta’s marketing alliances allow customers to earn and redeem either SkyMiles or
  WorldPerks on more than 16,000 daily flights offered by SkyTeam and other partners. Delta‘s more than
  70,000 employees worldwide are reshaping the aviation industry as the only U.S. airline to offer a full global
  network. Customers can check in for flights, print boarding passes, check bags and flight status at
  delta.com.




 http://news.delta.com/index.php?s=43&item=430&printable
Exhibit CC
Delta Air Lines Reports June Traffic - Jul 07, 2009                                                                          Page 1 of 3




  Delta Air Lines Reports June Traffic
  Jul 07, 2009

  ATLANTA, July 7 /PRNewswire-FirstCall/ -- Delta Air Lines (NYSE: DAL) today reported traffic results for June 2009. System
  traffic in June 2009, including both Delta and Northwest operations, decreased 6.3 percent compared to June 2008 on a 5.8
  percent decrease in capacity, and load factor declined 0.5 points to 85.5 percent.

  (Logo: http://www.newscom.com/cgi-bin/prnh/20090202/DELTALOGO )

  Domestic traffic decreased 4.7 percent year over year on a 5.6 percent decrease in capacity. Domestic load factor increased
  0.7 points to 87.1 percent. International traffic decreased 8.7 percent year over year on a 6.1 percent decrease in capacity,
  and load factor declined 2.3 points to 83.0 percent.

  Detailed traffic and capacity are attached.

  Delta Air Lines is the world's No. 1 airline. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New
  York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-Narita, Delta, its Northwest subsidiary and Delta
  Connection carriers offer service to 382 destinations in 69 countries and serves more than 170 million passengers each year.
  Delta's marketing alliances allow customers to earn and redeem either SkyMiles or WorldPerks on more than 16,000 daily
  flights offered by SkyTeam and other partners. Delta's more than 70,000 employees worldwide are reshaping the aviation
  industry as the only U.S. airline to offer a full global network. Customers can check in for flights, print boarding passes,
  check bags and flight status at delta.com.

                                     Delta Air Lines
                               Monthly Traffic Results (a)

                                                June 2009     June 2008         Change
      RPMs (000):
      Domestic                                  10,802,271   11,340,328         (4.7%)
        Mainline                                 8,450,161    9,105,995         (7.2%)
        Regional                                 2,352,110    2,234,333           5.3%
      International                              6,982,180    7,644,405         (8.7%)
        Latin America                              931,662    1,031,992         (9.7%)
          Mainline                                 915,903      968,946         (5.5%)
          Regional                                  15,759       63,045        (75.0%)
        Atlantic                                 4,423,272    4,644,118         (4.8%)
        Pacific                                  1,627,246    1,968,295        (17.3%)
      System                                    17,784,451   18,984,733         (6.3%)

      ASMs (000):
      Domestic                                  12,396,242   13,127,967         (5.6%)
        Mainline                                 9,536,638   10,386,973         (8.2%)
        Regional                                 2,859,604    2,740,995           4.3%
      International                              8,410,348    8,959,062         (6.1%)
        Latin America                            1,136,938    1,260,395         (9.8%)
          Mainline                               1,116,755    1,178,252         (5.2%)
          Regional                                  20,182       82,143        (75.4%)
        Atlantic                                 5,165,361    5,458,901         (5.4%)
        Pacific                                  2,108,049    2,239,766         (5.9%)
      System                                    20,806,590   22,087,029         (5.8%)

      Load Factor
      Domestic                                      87.1%          86.4%         0.7     pts
        Mainline                                    88.6%          87.7%         0.9     pts
        Regional                                    82.3%          81.5%         0.8     pts
      International                                 83.0%          85.3%        (2.3)    pts
        Latin America                               81.9%          81.9%         0.0     pts
          Mainline                                  82.0%          82.2%        (0.2)    pts
          Regional                                  78.1%          76.8%         1.3     pts
        Atlantic                                    85.6%          85.1%         0.5     pts
        Pacific                                     77.2%          87.9%       (10.7)    pts
      System                                        85.5%          86.0%        (0.5)    pts

      Passengers Boarded                        14,891,005   15,609,913         (4.6%)



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Delta Air Lines Reports June Traffic - Jul 07, 2009                                                                            Page 2 of 3


      Mainline Completion Factor                    99.2%         98.8%          0.4     pts

      Cargo Ton Miles (000):
        Mail                                        5,939         9,257       (35.8%)
        Freight                                   183,181       252,861       (27.6%)
        System                                    189,119       262,117       (27.8%)


  Endnote:

  (a) Except where noted, results include Delta and Northwest operations, as well as flights operated under contract carrier
  arrangements, for all periods presented.

                                     Delta Air Lines
                            Year to Date Traffic Results (a)

                                               June 2009      June 2008       Change
      RPMs (000):
      Domestic                                57,121,901 62,146,520            (8.1%)
        Mainline                              44,820,014 49,741,842            (9.9%)
        Regional                              12,301,887 12,404,678            (0.8%)
      International                           34,895,576 38,603,497            (9.6%)
        Latin America                          5,996,022   6,744,929          (11.1%)
          Mainline                             5,897,393   6,416,404           (8.1%)
          Regional                                98,629     328,525          (70.0%)
        Atlantic                              19,788,230 20,902,813            (5.3%)
        Pacific                                9,111,324 10,955,755           (16.8%)
      System                                  92,017,477 100,750,017           (8.7%)

      ASMs (000):
      Domestic                                69,683,635 75,588,773            (7.8%)
        Mainline                              53,451,528 59,564,186           (10.3%)
        Regional                              16,232,107 16,024,587              1.3%
      International                           45,066,270 47,366,217            (4.9%)
        Latin America                          7,874,491   8,364,470           (5.9%)
          Mainline                             7,725,427   7,933,148           (2.6%)
          Regional                               149,065     431,323          (65.4%)
        Atlantic                              25,772,519 26,209,614            (1.7%)
        Pacific                               11,419,260 12,792,133           (10.7%)
      System                                 114,749,904 122,954,990           (6.7%)

      Load Factor
      Domestic                                      82.0%         82.2%        (0.2)     pts
        Mainline                                    83.9%         83.5%         0.4      pts
        Regional                                    75.8%         77.4%        (1.6)     pts
      International                                 77.4%         81.5%        (4.1)     pts
        Latin America                               76.1%         80.6%        (4.5)     pts
          Mainline                                  76.3%         80.9%        (4.6)     pts
          Regional                                  66.2%         76.2%       (10.0)     pts
        Atlantic                                    76.8%         79.8%        (3.0)     pts
        Pacific                                     79.8%         85.6%        (5.8)     pts
      System                                        80.2%         81.9%        (1.7)     pts

      Passengers Boarded                      79,360,372    86,415,210          (8.2%)

      Cargo Ton Miles (000):
        Mail                                      39,951         56,692       (29.5%)
        Freight                                  971,082      1,471,644       (34.0%)
        System                                 1,011,034      1,528,336       (33.8%)


  Endnote:

  (a) Results include Delta and Northwest operations, as well as flights operated under contract carrier arrangements, for all
  periods presented.

  Photo: http://www.newscom.com/cgi-bin/prnh/20090202/DELTALOGO

  SOURCE: Delta Air Lines




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Delta Air Lines Reports June Traffic - Jul 07, 2009       Page 3 of 3

  Web site: http://www.delta.com/




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Exhibit G
                                                                           Thursday, July 30, 2009
                                                Steve Dickson hosts NextGen task force
                                                   Steve Dickson, s.v.p-Flight Operations, is hosting a task force meeting
                                                to recommend changes to the nation’s air traffic control system. Steve
                                                is the chairman of the NextGen Task Force, commissioned by the RTCA,
                                                a not-for-profit corporation that develops consensus-based
                                                recommendations on communication, navigation, surveillance, and air
                                                traffic management issues. The group is charged with offering
                                                recommendations to the U.S. Federal Aviation Administration by the end
                                                of August on how to transition from its current antiquated system to a
                                                satellite-based Next Generation Air Transportation System – or Next
                                                Gen. Steve is promoting the RTCA’s plan, called NowGenNext, which
                                                supports making better use of existing industry technology while
                                                continuing to work toward more advanced solutions. Visit DeltaNet to
                                                read the full story.

                                                Brazilian group honors Delta
                                                  The Order of the Members of Parliament of Brazil (OPB), a São Paulo-
                                                based group of government officials and entrepreneurs, has awarded
  DAL STOCK    July 30        $6.86    +0.03    Delta the organization’s Top Quality 2009 award. The award recognizes
  CRUDE OIL    July 30        $66.94   +3.59    companies that offer high-quality products or services in the Brazilian
                                                market and have a strong commitment to the social and economic
                                                development of the country. Nominations are submitted by OPB
  COMPLETIONS   MTD    GOAL*    DATE
                                                members. Delta will be honored during an awards ceremony on Aug. 15
  DL   98.6% | 99.3% | 98.6% | July 29
  NW   97.6% | 99.5% | 99.2% | July 29
                                                in São Paulo. Delta has served the Brazilian market for more than 10
  DC   95.1% | 98.4% | N/A   | July 29          years and now flies to Rio de Janeiro, São Paulo, Manaus, Recife and
                                                Fortaleza. New service between Atlanta and the capital city of Brasilia is
  ON-TIME                                       scheduled to begin in December. OPB develops projects to meet the
  DL   64.5% | 78.5% | 72.8% | July 29          country’s economic and social needs.
  NW   74.0% | 77.9% | 77.8% | July 29
  DC   70.3% | 80.5% | N/A   | July 29
                                                MSP airport, offices are getting new signage
  BAGGAGE                                         Corporate Real Estate is working with 3M in Minnesota on new Delta
  DL   1.13   | 4.29     | 5.20   | July 28     signage for all the Minneapolis/St. Paul offices and airport building. The
  NW   2.90   | 2.90     | 3.30   | July 28     large 3-D lettering on Hangar B was finished this week. Rain in MSP
                                                delayed the start of the work, which was to have been finished by the
  *Shared Rewards goals
                                                end of the month. The other maintenance hangar, the cargo facilities
                                                and Building C are up next for rebranding. The work should be
                                                completed by mid-August. Visit DeltaNet for photos.

IATA reports June decline in cargo, passengers
   The International Air Transport Association (IATA) said that airlines carried 7.2% fewer passengers and 16.5% less
cargo in June compared with June of last year, Reuters reported. The association said that it could take years for air
freight, which is an indicator of world trade health, to return to 2008 levels, the article said. IATA also said that rising
oil prices and H1N1 fears could continue to impact passenger demand. Visit DeltaNet to read the full story.

European flag carriers report earnings
   Air France KLM and Lufthansa reported quarterly earnings today, news media reported. Lufthansa said its second
quarter profit fell 88% on a slump in sales due to the global recession, while Air France posted wider than expected
fiscal first-quarter losses. Lufthansa, whose fiscal year began in January, earned $56 million in the April through June
period compared with $473 million one year ago, The Associated Press reported. Air France KLM, whose fiscal year
began in April, said it posted an operating loss of about $699 million, Reuters reported. Fuel hedging played a key role
in the loss and had an impact of $354 million. Visit DeltaNet to learn more.

Southwest looks to acquire Frontier Airlines
  Southwest Airlines is working to acquire Frontier Airlines, which is currently operating under bankruptcy protection,
The Associated Press reported. Southwest submitted a nonbinding bid of $113.6 million, and hopes that the bid will
open up opportunities for conversation with Frontier that will help the airline determine what its final bid will be, the
article said. While Republic Airways’ bid of $108.8 million for Frontier was recently approved in court, that deal can be
replaced by another in the event of a better offer, the article reported. To read the full story, visit DeltaNet.

        Delta Daily is a publication of Corporate Communications. For more news and updates, check DeltaNet.
Exhibit H
To:           MSP Campus Delta Employees
From:         Ed Bastian
              Mike Becker
Date:         June 11, 2009
Re:           MSP Campus Plan and Building C Renovations

We continue to make great strides integrating our company to build a strong Delta for the long term. With
the state of the current economy, it is more important than ever that we act quickly to maximize cost
savings during the merger process. Corporate Real Estate has completed airport re-branding and
consolidation at 177 of the 249 stations. In addition to station facility cost savings which are estimated to
reach more than $65 million annually, the multiple existing MSP campus buildings present an opportunity
to consolidate space and reinvest funds into Minnesota facilities we will be operating in the long term.

MAC Agreement: Changes for Delta in Minnesota
As you may remember, last January we came to an agreement with the Metropolitan Airports
Commission (MAC) which addressed, among other things, staffing levels in Minnesota. That agreement
solidified our commitment to the state of Minnesota and allowed us to move forward with our integration
planning efforts.

In this agreement, we committed to keep 10,000 jobs in the state, including pilot and flight attendant
bases; reservations centers in Chisholm and the Twin Cities; the pilot training center and technology
center in Eagan; and the headquarters of Mesaba Airlines. In addition, we will establish our Minneapolis
General Office which will house, among other things, the new management headquarters for Delta
Connection.

Minnesota Footprint
With the MAC agreement complete, it makes sense for us to consolidate our workspace in Minnesota.
Many employees in Building A have already begun working in positions at the new Delta and are in the
process of relocating to Atlanta. Additionally, hundreds of other employees elected to participate in one of
the voluntary programs. The cost of continuing to operate Building A with its declining employee base
does not make sense in this economic environment. As a result, employees still working in Building A will
relocate to other buildings and we will close this facility at the end of the year.

As previously announced, the Systems Operations Control (SOC) which is located in Building F will
complete their move to the new Operations Control Center (OCC) in Atlanta this October. Most other
teams in Building F will relocate to the Building N training center over the coming months. Cargo
operations and other functions will continue to be located in the south end of Building F.

Building J will continue its role as a large center for Delta Information Technology in the Twin Cities.

Building C Renovation and Refurbishment
As part of the agreement with the MAC, exciting and long-needed changes are coming to Building C in
MSP. Site planning work associated with the renovation of Building C has been completed and the
construction phase will begin on June 15 with renovations scheduled to be complete by the end of the
year.

Once the project is complete, Reservations, Customer Care, Sales Action Center, Cargo, Compass
Airlines, Regional Handling Services (RHS), Delta Connection, and various other smaller work groups will
reside in Building C. Materials Management Operations will be moved to the Building C Tower.

The renovation will include upgrades to the building infrastructure like a new roof and cooling system,
refurbishment of the restrooms and the complete renovation of work areas to include new work stations,
carpet, paint and ceiling tiles.

Thank you for your patience during this process as we enter a “pardon our dust” phase of the integration.
We will continue to work with divisional leaders to communicate specific work group impacts as project
dates approach.
Exhibit I
Delta Renames Airport Lounges ‘Delta Sky Clubs’ Following Merger with Northwest                                                Page 1 of 1




  Delta Renames Airport Lounges ‘Delta Sky Clubs’ Following Merger with
  Northwest
  Mar 04, 2009

  ATLANTA, March 4, 2009 – Delta Air Lines (NYSE:DAL) today announced a name change for the airline’s more than 50
  airport lounges worldwide as part of the merger with Northwest. The new moniker, Delta Sky Club™, will replace the current
  Delta Crown Room Club® and Northwest Airlines WorldClubs® names.

  New Delta Sky Club signage will begin appearing in airports in early April and is expected to be completed by the end of
  2009.

  “Creating the largest global lounge network under the Delta Sky Club brand is the first in a series of lounge changes
  designed to provide our customers with one consistent, world-class lounge experience,” said Ranjan Goswami, Delta’s
  director of Customer Experience.

  Throughout 2009, the lounges will continue to offer existing amenities, including complimentary beverages and snacks,
  personalized flight assistance, satellite TV, Wi-Fi access and other connectivity options. By early 2010, Delta plans to
  harmonize all Delta Sky Club offerings to provide customers with one consistent service and product experience, adopting
  customer favorites from both lounge programs.

  Crown Room Club and WorldClubs members may continue to use their current credentials and One-Day passes until the end
  of 2009, when the conversion of all Delta Sky Club locations will be complete.

  The introduction of Delta Sky Club is part of the airline’s integration of Delta and Northwest operations worldwide following
  last year’s merger. Other upcoming merger milestones include outfitting all pre-merger Northwest flight attendants, airport
  customer service agents and Delta Sky Club employees in Delta uniforms designed by Richard Tyler, as well introducing a
  consistent on-board experience, including food choices and in-flight entertainment, on Delta and Northwest flights.

  More information on the Crown Room Club is available at delta.com/crownroom. WorldClubs information is available at
  nwa.com/worldclubs.

  Delta Air Lines is the world’s largest airline. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New
  York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to 379
  destinations in 66 countries and serve more than 170 million passengers each year. Delta’s marketing alliances allow
  customers to earn and redeem either SkyMiles or WorldPerks on more than 16,000 daily flights offered by SkyTeam and
  other partners. Delta‘s more than 70,000 employees worldwide are reshaping the aviation industry as the only U.S. airline to
  offer a full global network. Customers can check in for flights, print boarding passes, check bags and flight status at
  delta.com.




http://news.delta.com/index.php?s=43&item=447&printable
Exhibit J
A full copy of the April 2009 SKY Magazine has been provided
in the hard copy exhibit binder that has been sent to the
investigators and counsel for all parties – and is not provided in
PDF form in its entirety here due to the enormous size of the
PDF file.
Exhibit K
Delta and American Express Announce Multiyear Extension for Co-Branded SkyMiles Credit Card                                    Page 1 of 2




  Delta and American Express Announce Multiyear Extension for Co-Branded
  SkyMiles Credit Card
  Agreement provides Delta with more than $2 billion in combined incremental liquidity and contract
  enhancements

  Agreement to result in expanded opportunities for American Express across Co-brand credit card,
  Membership Rewards, merchant services and travel


  Dec 09, 2008

  ATLANTA and NEW YORK, Dec. 9, 2008 – Delta Air Lines (NYSE: DAL) and American Express (NYSE: AXP) today announced
  a multiyear extension of their exclusive Co-brand Credit Card partnerships. The companies have offered a portfolio of card
  products since 1996 that provide valuable opportunities to earn and redeem Delta SkyMiles®. The multiyear extension
  allows continued expansion of the program with positive benefits to both Delta and American Express.

  The companies also agreed to extensions of their other partnership arrangements, including American Express Membership
  Rewards, merchant acceptance and travel.

  As part of the broad-based partnership agreement, Delta will receive an immediate $1 billion boost to its liquidity from a
  purchase of SkyMiles. Delta expects to receive an additional $1 billion from contract improvements through 2010.

  In return, American Express will be able to grow the value of its Co-brand Cards and the Membership Rewards program.
  American Express Cardmembers will be offered expanded options for booking travel on the world’s largest airline. In
  addition, American Express will have the opportunity to increase merchant acceptance in more places in the Midwest region
  of the United States.

  “As Delta integrates the Northwest WorldPerks program into Delta SkyMiles, our extended agreement with American Express
  offers continued financial benefits for both companies,” said Delta President Edward H. Bastian. “Pairing the world’s premier
  airline loyalty program with the world-class American Express brand continues a history of offering superior and innovative
  programs for our customers.”

  “Working with Delta since the early ‘90s has helped us strengthen Cardmember loyalty and build substantial amounts of
  business,” said Jud Linville, president and CEO of American Express Consumer Services. “Our Delta Co-brand Cards are
  among our most successful products, and we are delighted to build on this position following Delta’s recent acquisition of
  Northwest. This is a great opportunity to expand in the Midwest, extend popular Membership Rewards options with new
  routes, and enhance unique Co-brand Card offers like the ability to redeem miles for any seat, any time on the world’s
  largest airline.”

  In late 2009, Delta plans to merge Northwest WorldPerks with SkyMiles to create the world’s premier airline loyalty program
  and a consolidated Co-brand Credit Card program. Northwest WorldPerks Co-brand Cardholders can continue to earn
  WorldPerks miles just as they do today on their U.S. Bank issued cards, and all WorldPerks miles earned prior to integration
  will be safe and transferred in full to Delta SkyMiles when the two programs are integrated.

  Delta plans to continue its longstanding partnership with U.S. Bank through their existing corporate relationships including
  merchant acquiring, an expanded debit card program and corporate lending.

  The award-winning Delta SkyMiles program offers members multiple mileage-earning opportunities when flying Delta, Delta
  Shuttle®, the Delta Connection® carriers, Delta AirElite® and other SkyTeam® airlines. Now in its 27th year, SkyMiles is
  one of the longest-running and most successful loyalty programs in the travel industry. It was named “Best Domestic
  Frequent Flyer program” for 2007 and 2008 by readers of Executive Traveler magazine and “Best Frequent Flyer Program”
  for 2006 and 2007 by Business Traveler magazine. The program also received top honors for “Best Bonus Promotion” from
  InsideFlyer magazine at the 2007 Freddie Awards. Details of the SkyMiles program are available at delta.com/skymiles.

  About American Express
  American Express Company (americanexpress.com) is a leading global payments and travel company founded in 1850.
  American Express issues a broad and diverse set of consumer, small business and corporate card products and services
  globally, including charge cards, credit cards, reward cards and co-brand cards. All American Express Cards offer access to a
  wide array of rewards, unique experiences and world-class customer service. Over the years, American Express Card
  products and services have been recognized as leaders in the industry by many organizations and media outlets. Most
  recently American Express ranked “Highest in Customer Satisfaction among Credit Card Companies,” for the second
  consecutive year according to the second annual nationwide study by J.D. Power and Associates (jdpower.com).

  About Delta Air Lines
  Delta Air Lines is the world’s largest airline. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
  New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to



http://news.delta.com/index.php?s=43&item=96&printable
Delta and American Express Announce Multiyear Extension for Co-Branded SkyMiles Credit Card                                                 Page 2 of 2

  more than 376 destinations worldwide in 66 countries and serve more than 170 million passengers each year. Delta’s
  marketing alliances allow customers to earn and redeem either SkyMiles or WorldPerks on more than 16,000 daily flights
  offered by SkyTeam and other partners. Delta and its 75,000 worldwide employees are reshaping the aviation industry as
  the only U.S. airline to offer a full global network. Customers can check in for flights, print boarding passes, check bags and
  flight status at delta.com.

  Forward-looking Statements
  Statements in this news release that are not historical facts, including statements regarding our estimates, expectations, beliefs,
  intentions, projections or strategies for the future, may be “forward-looking statements” as defined in the Private Securities Litigation
  Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ
  materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-
  looking statements. These risks and uncertainties include, but are not limited to, the cost of aircraft fuel; the impact that our
  indebtedness will have on our financial and operating activities and our ability to incur additional debt; the restrictions that financial
  covenants in our financing agreements will have on our financial and business operations; labor issues; interruptions or disruptions in
  service at one of our hub airports; our increasing dependence on technology in our operations; our ability to retain management and key
  employees; the ability of our credit card processors to take significant holdbacks in certain circumstances; the effects of terrorist attacks;
  competitive conditions in the airline industry; and our ability to achieve expected synergies from our merger with Northwest.

  Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking
  statements is contained in Delta’s Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the fiscal
  year ended December 31, 2007 and Form 10-Q for the quarterly period ended September 30, 2008. Caution should be taken not to place
  undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of Dec. 9, 2008, and which Delta has no
  current intention to update




http://news.delta.com/index.php?s=43&item=96&printable
Exhibit L
Exhibit M
    Name                                                                                                                                                        June 1, 2009
    Address 1
    Address 2
    Address 3
    City, State ZIP




    Dear [Title] [Last Name]:

    Our records indicate you may have both a WorldPerks® and SkyMiles® account, and you can quickly and easily earn 1,000 Bonus
    Miles by linking the two accounts today at nwa.com/worldperks/acctlink/. There’s no fee to link your accounts, but by doing so,
    you can take advantage of all the SkyMiles and WorldPerks redemption options available.

    In addition, linking your WorldPerks and SkyMiles accounts now will enable us to automatically combine your WorldPerks account with
    your existing SkyMiles account when the programs fully merge later this year.* At that time, all account data — mileage balances, Elite
    Qualification Miles, Elite Qualification Segments, Medallion® Qualification Miles, Medallion Qualification Segments and lifetime balances —
    will be consolidated. Until then, you can continue to earn miles in both accounts.

    If you haven’t linked your accounts by the program integration date — or you do not have an existing SkyMiles account — your
    WorldPerks account will be assigned a new SkyMiles number, and you will receive a SkyMiles credential package for the newly created
    account in early 2010.

    Please continue to stay informed of the latest news and what’s ahead for the SkyMiles and WorldPerks programs by visiting
    delta.com/integrationtimeline. This page is regularly updated to keep you — a valued WorldPerks member — up to speed on key
    communication dates and program news as we create the world’s largest and best airline loyalty program.

    You’re the reason we fly,



    J. W. Robertson                                                               Bob Soukup
    Vice President - Loyalty Programs                                             Managing Director - WorldPerks Marketing


    *If you are unaware of your SkyMiles account number, contact a SkyMiles representative at 1-800-323-2323. Remember, you can only link accounts at nwa.com/worldperks/acctlink/ or
    delta.com/linkandtransfer.

    Terms and Conditions
    Offer: Members of the SkyMiles and WorldPerks programs may link their accounts and receive a onetime bonus of 1,000 Bonus Miles. To be eligible for this offer, the member will
    need to complete the linking process application on nwa.com and delta.com between June 1, 2009, and July 31, 2009. Bonus Miles will post to member’s SkyMiles account 4-6
    weeks following the end of the promotion, July 31, 2009.

    Miscellaneous: Offers are void where prohibited by law. Offers are subject to change without notice. Other restrictions may apply. Please refer Delta customer service representative
    to 970624.

    All WorldPerks program and SkyMiles program rules apply to WorldPerks and SkyMiles program membership, miles, offers, mile accrual, mile redemption and travel benefits,
    respectively. To review the rules, please visit nwa.com/worldperks and delta.com/memberguide.




                                                                                                                                                                               B1/B2

Northwest Airlines, Inc.               WorldPerks Customer Service Center                                  601 Oak Street         Chisholm, MN              5 5 7 1 9 - 1 9 9 6 U. S. A .
                                                                                n w a . c o m /e l i t e
Name                                                                                                                                                         June 1, 2009
Address 1
Address 2
Address 3
City, State ZIP




 Dear [Title] [Last Name]:

 Our records indicate that you may have a WorldPerks® account with no mileage activity in the past few years. We want to assure you that
 with the transition of the WorldPerks program into the SkyMiles® program later this year, all your miles earned with WorldPerks will continue
 to be active and moved to your new SkyMiles account.

 If you already have a SkyMiles account,* you can quickly and easily earn 500 Bonus Miles by linking the two accounts today at
 nwa.com/worldperks/acctlink/. There’s no fee to link your accounts, but by doing so, you can take advantage of all the SkyMiles and
 WorldPerks redemption options available.

 In addition, linking your WorldPerks and SkyMiles accounts now will enable us to automatically combine your WorldPerks account with
 your existing SkyMiles account when the programs fully merge later this year. At that time, all account data — mileage balances, Elite
 Qualification Miles, Elite Qualification Segments, Medallion® Qualification Miles, Medallion Qualification Segments and lifetime balances
 — will be consolidated. Until then, you can continue to earn miles in both accounts.

 If you haven’t linked your accounts by the program integration date — or you do not have an existing SkyMiles account — your
 WorldPerks account will be assigned a new SkyMiles number, and you will receive a SkyMiles credential package for the newly created
 account in early 2010.

 Please continue to stay informed of the latest news and what’s ahead for the SkyMiles and WorldPerks programs by visiting
 delta.com/integrationtimeline. This page is regularly updated to keep you up to speed on key communication dates and program
 news as we create the world’s largest and best airline loyalty program.


 You’re the reason we fly,



 J. W. Robertson                                                               Bob Soukup


                                                                                                                                                                                               542040 004 111-004b Printed in U.S.A. May 2009
 Vice President - Loyalty Programs                                             Managing Director - WorldPerks Marketing



 *If you are unaware of your SkyMiles account number, contact a SkyMiles representative at 1-800-323-2323. Remember, you can only link accounts at nwa.com/worldperks/acctlink/ or
 delta.com/linkandtransfer.

 Terms and Conditions
 Offer: Members of the SkyMiles and WorldPerks programs may link their accounts and receive a onetime bonus of 500 Bonus Miles. To be eligible for this offer, the member will
 need to complete the linking process application on nwa.com and delta.com between June 1, 2009, and July 31, 2009. Bonus Miles will post to member’s SkyMiles account 4-6
 weeks following the end of the promotion, July 31, 2009.

 Miscellaneous: Offers are void where prohibited by law. Offers are subject to change without notice. Other restrictions may apply. Please refer Delta customer service representative
 to 970624.

 All WorldPerks program and SkyMiles program rules apply to WorldPerks and SkyMiles program membership, miles, offers, mile accrual, mile redemption and travel benefits,
 respectively. To review the rules, please visit nwa.com/worldperks and delta.com/memberguide.



                                                                                                                                                                                         C2

Northwest Airlines, Inc.                 WorldPerks Customer Service Center                            601 Oak Street               Chisholm, MN               5 5 7 1 9 - 1 9 9 6 U. S. A .
                                                                                     n w a . c o m®
Name                                                                                                                                                         June 1, 2009
Address 1
Address 2
Address 3
City, State ZIP




 Dear [Title] [Last Name]:

 As you may know, the WorldPerks® and SkyMiles® programs will fully merge later this year. We will communicate the exact integration date
 in the closing months of 2009. At that time, all account data — mileage balances, Elite Qualification Miles, Elite Qualification Segments,
 Medallion® Qualification Miles, Medallion Qualification Segments and lifetime balances — will be consolidated. Until then, you can continue
 to earn miles in your WorldPerks account.

 If you have a SkyMiles account,* you can quickly and easily earn 500 Bonus Miles by linking the two accounts today at
 nwa.com/worldperks/acctlink/. There’s no fee to link your accounts, but by doing so, you can take advantage of all the SkyMiles and
 WorldPerks redemption options available.

 If you haven’t linked your accounts by the program integration date — or you do not have an existing SkyMiles account — your
 WorldPerks account will be assigned a new SkyMiles number, and you will receive a SkyMiles credential package for the newly created
 account in early 2010.

 Please continue to stay informed of the latest news and what’s ahead for the SkyMiles and WorldPerks programs by visiting
 delta.com/integrationtimeline. This page is regularly updated to keep you up to speed on key communication dates and program news
 as we create the world’s largest and best airline loyalty program.


 You’re the reason we fly,



 J. W. Robertson                                                               Bob Soukup
 Vice President - Loyalty Programs                                             Managing Director - WorldPerks Marketing




                                                                                                                                                                                               542040 004 111-004b Printed in U.S.A. May 2009
 *If you are unaware of your SkyMiles account number, contact a SkyMiles representative at 1-800-323-2323. Remember, you can only link accounts at nwa.com/worldperks/acctlink/ or
 delta.com/linkandtransfer.

 Offer: Members of the SkyMiles and WorldPerks programs may link their accounts and receive a onetime bonus of 500 Bonus Miles. To be eligible for this offer, the member will
 need to complete the linking process application on nwa.com and delta.com between June 1, 2009, and July 31, 2009. Bonus Miles will post to member’s SkyMiles account 4-6
 weeks following the end of the promotion, July 31, 2009.

 Miscellaneous: Offers are void where prohibited by law. Offers are subject to change without notice. Other restrictions may apply. Please refer Delta customer service representative
 to 970624.

 All WorldPerks program and SkyMiles program rules apply to WorldPerks and SkyMiles program membership, miles, offers, mile accrual, mile redemption and travel benefits,
 respectively. To review the rules, please visit nwa.com/worldperks and delta.com/memberguide.




                                                                                                                                                                                  D1/D2

Northwest Airlines, Inc.                 WorldPerks Customer Service Center                            601 Oak Street               Chisholm, MN               5 5 7 1 9 - 1 9 9 6 U. S. A .
                                                                                     n w a . c o m®
Exhibit N
In the Matter of the Seniority Integration Arbitration
                    Between
                                                               Subject: Integrated Seniority List
 THE PILOTS OF NORTHWEST AIRLINES, INC.
                  and
   THE PILOTS OF DELTA AIR LINES, INC.




                               ARBITRATION BOARD
                                 Richard I. Bloch, Chair
                                 Dana Edward Eischen
                                  Fredric R. Horowitz
                                     Appearances

For the Delta Pilots Merger Representatives:             BREDHOFF & KAISER, PLLC
                                                         By:      Jeffrey R. Freund, Esq.
                                                                  Roger Pollak, Esq.
For the Northwest Pilots Merger Representatives:         KATZ & RANZMAN, PLLC
                                                         By:      Daniel M. Katz, Esq.
                                                                  Jason Whiteman, Esq.
                                     Also Present
           For the Delta Pilots                          For the Northwest Pilots
D. Lee Moak, Master Exec. Cncl. Chair           David Stevens, Master Exec. Cncl. Chair
John O’Malley, Negotiating Comm. Chair          John Haas, Negotiating Comm. Chair
Randy Worrall, Merger Committee Chair           Steve Mayer, Merger Committee Chair
Norm Abare, Merger Rep.                         Greg Averill, Merger Rep.
Richard H. Harwood, Merger Rep.                 Lane Kranz, Merger Rep.
John J. Morgado, Merger Rep.                    Eric Newman, Merger Rep.
                                                              The Pilots of Northwest Airlines, Inc.
                                                              and The Pilots of Delta Air Lines, Inc.
                                                                                        Page 2 of 32



                             PRELIMINARY STATEMENT

     These proceedings arise out of the April 14, 2008 announcement that Delta

Airlines Inc. (“Delta” or “DAL”) and Northwest Airlines Inc. (“Northwest” or “NWA”)

agreed to merge and form the world’s largest airline. At all times pertinent to this case,

pilots employed by each constituent carrier and by the merged carrier have been and are

represented by the Air Line Pilots Association, International (“ALPA” or “Association”),

under terms and conditions of employment set forth in various collective bargaining

agreements between ALPA and the respective carriers. This arbitration was conducted

in accordance with the currently controlling ALPA Merger Policy and a July 2008

“Process Agreement” between the DAL Master Executive Committee (“DAL MEC”) and

the NWA Master Executive Committee (“NWA MEC”), accepted and approved by ALPA,

which reads, in pertinent part, as follows:

                                   Process Agreement

       This Process Agreement is entered into by the Northwest Master Executive
       Council of the Air Line Pilots Association, International (the “Northwest
       MEC”) and the Delta Master Executive Council of the Air Line Pilots
       Association, International (the “Delta MEC”), with the agreement and
       approval of the Air Line Pilots Association, International (the
       “Association”), to establish a process for integration of the pilot seniority
       lists at Northwest Airlines, Inc. (“Northwest”) and Delta Air Lines, Inc.
       (“Delta”) in connection with the announced merger of Delta and
       Northwest (the “Merger”).

       The parties hereby agree to conclude the integration of the pre-merger
       seniority lists into a single integrated seniority list, prior to the effective
       date of the Merger, under the following process:

       Negotiation

       1.     Beginning no later than July 8, 2008, representatives designated by
              each of the Northwest and Delta MECs (the “Representatives”) will
              meet and continue to work in good faith to reach agreement on an
                                                  The Pilots of Northwest Airlines, Inc.
                                                  and The Pilots of Delta Air Lines, Inc.
                                                                            Page 3 of 32



      integrated seniority list for the post-merger airline. Any full
      agreement on an integrated seniority list reached by the
      Representatives under this Process Agreement (any such
      agreement, a “Negotiated Agreement”) will be final and binding on
      the Delta MEC, the Northwest MEC and the Association.

2.    If the Representatives are unable to reach agreement by August 8,
      2008, they will make every reasonable effort to create a mutually-
      acceptable written statement of the resolved issues and the open
      issues in the seniority list negotiations. The Representatives will
      make every reasonable effort to finalize the list of resolved and open
      issues by August 12, 2008.

Arbitration

3.    If the Representatives are unable to agree on an integrated seniority
      list by August 12, 2008, the parties will commence a final and
      binding arbitration process before the neutral arbitration panel
      selected as described in Schedule A to this Process Agreement (the
      “Arbitrators”).

4.    The arbitration proceeding will be scheduled to ensure the
      availability of the Arbitrators, will conclude prior to November 15,
      2008 and will consist of no more than twelve (12) hearing days.
      The parties will meet prior to August 30, 2008 to establish
      procedural ground rules for the arbitration process, keeping in
      mind the expedited nature of the proceeding and the need for a
      final seniority list prior to the effective date of the Merger. The
      Arbitrators will have the final authority to establish such procedural
      and evidentiary rules as the Arbitrators deem appropriate, keeping
      in mind the expedited nature of the proceeding and the need for a
      final integrated seniority list prior to the effective date of the
      Merger. The Arbitrators may also act as mediators from time to
      time during this process if the Representatives so request or if the
      Arbitrators deem mediation to be advisable during this process.

5.    The issue for resolution before the Arbitrators will be the fair and
      equitable integration of the pre-merger Delta and Northwest
      seniority lists consistent with ALPA Merger and Fragmentation
      Policy (“ALPA Merger Policy”). In making this determination, the
      Arbitrators will be bound by the pre-arbitration statement of
      resolved issues presented by the Representatives and will determine
      the remaining open issues with respect to an integrated seniority
      list.
                                                         The Pilots of Northwest Airlines, Inc.
                                                         and The Pilots of Delta Air Lines, Inc.
                                                                                   Page 4 of 32



6.    The Arbitrators will issue a written, signed decision (the “Award”)
      by no later than November 20, 2008. If necessary, the Arbitrators
      may issue a written opinion in support of the Award at a later date,
      but no later than December 20, 2008. These dates may not be
      waived, amended or extended by the Arbitrators or the parties for
      any reason unless the effective date of Merger is extended beyond
      November 20, 2008.1

7.    The Award will be final and binding on the Delta MEC, the
      Northwest MEC and the Association. The Arbitrators will retain
      jurisdiction for the limited purpose of resolving disputes between
      representatives of the pre-merger Delta and Northwest pilot groups
      over the interpretation or application of the Award, under the
      dispute resolution process to be established in accordance with
      Paragraph 9 below.

Implementation

8.    The Negotiated Agreement or Award, as the case may be, will be
      presented to Delta as the final integrated seniority list under
      Section I D. 8. b. of the Delta PWA in effect following the Merger
      and will be defended and enforced by the Association as an award
      under ALPA Merger Policy.

9.    Prior to the effective date of the Merger, representatives of the pre-
      merger Delta MEC and pre-merger Northwest MEC will adopt a
      simple process for resolving questions concerning the
      interpretation or application of the integrated seniority list created
      by either the Negotiated Agreement or the Award. Any unresolved
      issues concerning the terms of this internal dispute resolution
      process will be submitted to final and binding arbitration before the
      Arbitrators.

General

10.   The parties acknowledge that this Process Agreement constitutes an
      agreement pursuant to ALPA Merger Policy between the Delta MEC
      and the Northwest MEC for an expedited decision process to
      replace the decision process contained in ALPA Merger Policy. The
      terms of this Process Agreement (and, if necessary, Section I D. 8.

1.    By letter Agreement of November 11, 2008, the parties and the arbitrators agreed
      the Award and supporting written opinion would be issued together, no later
      than December 8, 2008.
                                                           The Pilots of Northwest Airlines, Inc.
                                                           and The Pilots of Delta Air Lines, Inc.
                                                                                     Page 5 of 32



             b. of the Delta PWA in effect following the Merger) shall be the
             exclusive process governing the integration of the Northwest and
             Delta pilot seniority lists within the Association in connection with
             the Merger, and each party hereby waives any right to invoke any
             provision of ALPA Merger Policy, including any request for a Policy
             Initiation Date under ALPA Merger Policy, with respect to the
             process for determining the integration of the Northwest and Delta
             pilot seniority lists in connection with the Merger.

      11.    Any dispute over the interpretation or application of this Process
             Agreement will be determined in final and binding arbitration
             before a [sic] Ed Krinsky or Ira F. Jaffe, whoever is first available.
             The arbitration proceeding will take place on a single day within
             five business days of the assignment of an arbitrator, and the
             arbitrator will issue an oral decision at the conclusion of the
             arbitration proceeding. The timetable described in this Process
             Agreement will be not be altered or delayed as a result of any
             proceeding under this paragraph 11.

     Evidentiary hearings were held October 2-5, in Los Angeles, October 20-24, in

Washington, D.C., and November 15- 17, 2008, in Los Angeles, at which the respective

MECs were represented by Counsel and offered full opportunity to submit oral and

documentary evidence, including direct testimony and expert opinions, all subject to

cross-examination and rebuttal. The evidentiary record was closed following receipt of

the stenographic transcript and written post-hearing summations, dated November 21,

2008. Thereafter, the Arbitration Board convened in Executive Session and, after

careful consideration of the record and extensive consultation, rendered this Opinion

and Award.

      Delta and Northwest are comparable airlines. Each was founded in the mid-

1920’s. Both are full-service domestic carriers with substantial international operations

and each has a large fleet that includes narrow- and wide-body aircraft. Before

deregulation, these two carriers had the best credit ratings, balance sheets and
                                                           The Pilots of Northwest Airlines, Inc.
                                                           and The Pilots of Delta Air Lines, Inc.
                                                                                     Page 6 of 32



profitability in the industry. Although now relatively strong again, both filed for

bankruptcy on September 14, 2005; from which Northwest emerged on May 31, 2007,

and Delta on April 30, 2007. Last year both carriers booked pretax profits, excluding

the impact of reorganization items: Northwest earned $764 million in 2007; Delta, $625

million.

       The merging carriers also exhibit some significant differences, many of which will

work to their advantage as a combined carrier, through marketing and operational gap-

filling. In that regard, Northwest maintains Midwest fortress hubs at Detroit and

Minneapolis, with a smaller hub at Memphis. Delta's domestic capacity is concentrated

in Atlanta, with smaller hubs in Salt Lake City and Cincinnati. Internationally,

Northwest is a major presence in Asia (with a hub at Tokyo's Narita airport and valuable

“Fifth-Freedom” rights that allow the carrier to operate service from any gateway in

Japan to points beyond Japan and to carry Japanese originating passengers to points

beyond), plus a long-standing joint venture with KLM (with their cooperative European

operation centered at Amsterdam). For its part, Delta has a significant presence in

Latin America and in Europe, as well as a marketing reach extending to the Middle East

and Africa (through its alliance with Air France and flights of its own).

       During the months after emergence from bankruptcy, more or less

simultaneously in Spring, 2007, each of Delta's and Northwest's Board of Directors,

from time to time, separately reviewed and discussed potential strategic alternatives

with senior management of their respective companies, considering ways to enhance

their respective performance and prospects in light of airline industry and economic

conditions. For each company, these reviews included periodic internal discussions of
                                                                       The Pilots of Northwest Airlines, Inc.
                                                                       and The Pilots of Delta Air Lines, Inc.
                                                                                                 Page 7 of 32



projected financial performance as well as the potential benefits and risks of

hypothetical transactions that could add stockholder value, better serve customers and

employees and further strategic objectives. Among other things, they considered the

effects of competition from foreign airlines, capital needs, labor issues, regulatory

matters, airline alliance matters, the pros and cons of going forward on a stand-alone

basis in the rapidly changing and increasingly competitive environment in the airline

industry, and whether a merger transaction would help each achieve its strategic goals,

increase stockholder value, build a world class respected brand, broaden route networks

and improve financial sustainability. Eventually, all of these considerations crystallized

in the merger which was announced publicly on April 14, 2008. 2

          Beginning in late 2007, the carriers each also engaged in discussions with

representatives of the Delta and Northwest pilot groups regarding potential changes in

the system collective bargaining agreements to be effected in connection with a merger.

The topics discussed included not only terms and conditions of employment but also

pilot representation on the combined company board and a proposed pilot equity stake

in the combined company. Throughout, the carriers conditioned any merger on a

smooth and expeditious transition to an integrated pilot seniority list (“ISSL”) and a

joint collective bargaining agreement (“JCBA”). Despite strenuous efforts, however, the

2   The CEO’s of both airlines heralded the potential of the combined carriers in Congressional testimony:

          Delta CEO Richard Anderson touted the carriers’ comparability and mutual strengths in
          his testimony before the Subcommittee on Antitrust, Competition Policy and Consumer
          Rights of the Senate Judiciary Committee, April 24, 2008, at 9: “And what this merger
          does for two already strong carriers is give us the power to compete and win versus
          foreign flat carriers ….” Northwest CEO Douglas Steenland testified before the
          Subcommittee on Antitrust Task Force and Competition Policy of the House Committee
          on the Judiciary, April 24, 2008, at 10, that “amongst the U.S. airlines, Northwest and
          Delta have the best balance sheets, we have the best cash position, we are well-positioned
          as any other airline out there.” (NW Pre-hearing Statement, p. 2.)
                                                          The Pilots of Northwest Airlines, Inc.
                                                          and The Pilots of Delta Air Lines, Inc.
                                                                                    Page 8 of 32



two pilot groups informed Delta and Northwest, in February 2008, they had been

unable to reach agreement on an integrated seniority list and were ceasing their

negotiations. Periodically throughout March 2008, the Delta and Northwest pilots had

further, but ultimately unfruitful, contact through their Executive Councils.

      In early April 2008, Delta and ALPA representatives for the Delta pilot group

reached a tentative agreement to modify and extend the Delta pilots' existing collective

bargaining agreement, in exchange for, among other things, a 3.5% equity stake in the

combined company, certain compensation increases and the right to designate one

member of the Delta board of directors. Thereafter, following approval of the Delta and

NWA boards, the companies executed the Merger Agreement. Delta also executed

certain ancillary agreements, including a transaction framework agreement with the

Delta MEC and ALPA. After announcement of the transaction in a press release issued

jointly by Delta and Northwest on April 14, 2008, Delta entered into a new transaction

framework agreement with the Delta MEC, the Northwest MEC and ALPA that, by its

terms, superseded the earlier agreement between Delta, the Delta MEC and ALPA.

      The new transaction framework agreement addressed, among other things, the

terms of the unprecedented pre-merger joint collective bargaining agreement (“JCBA”)

for the combined pilot group, since ratified by the Delta and NWA pilots, which became

effective upon consummation of the merger. Northwest also entered into an ancillary

transaction framework agreement consenting to the new JCBA. The new framework

agreements also provide that the Delta and Northwest MECs, as well as ALPA, adopt
                                                             The Pilots of Northwest Airlines, Inc.
                                                             and The Pilots of Delta Air Lines, Inc.
                                                                                       Page 9 of 32



and be bound by a unique Process Agreement3 that provides, among other things, for

determination of an integrated pilot seniority list by this proceeding, conducted under

the auspices of three impartial arbitrators.



                               POSITIONS OF THE PARTIES

Delta MEC Position

          The Delta committee proposes a Status and Category ratio approach to the List

integration that positions pilots from the respective carriers on the basis of comparable

status and comparable equipment. It notes that Status and Category ratios were

employed in implementing Delta’s three previous mergers (Delta/Northeast, 1972;

Delta/Western, 1987; and Delta/Pan American World Assets Acquisition, 1991). This

methodology, it argues, best preserves each group’s pre-merger career expectations.

          Fleet growth is among the important elements to be observed, contend the

representatives on behalf of the DAL pilots. The Delta Committee directs the Board’s

attention to a series of “equities” that warrant consideration in building the ISSL list :

          A.      NWA Pilots will gain large pay increases by virtue of the merger;
                  these immediate and guaranteed pay increases should be weighed
                  appropriately against future attrition imbalances that may benefit
                  one group for a limited period of time in the future.

          B.      Because of the large group of excess pilots brought to the merger by
                  the NWA pilot group, the Panel must fashion appropriate furlough
                  protections for the Delta pilot group.

          C.      Each pilot group brings certain workforce growth expectations to
                  the merged entity, especially claims that each pilot group makes
                  about regarding wide-body “growth” aircraft that, on a stand-alone
                  basis would have provided valuable top-of-the-list job

3   See pp. 2-5, supra.
                                                           The Pilots of Northwest Airlines, Inc.
                                                           and The Pilots of Delta Air Lines, Inc.
                                                                                    Page 10 of 32



             opportunities.

      D.     The final resolution of the “Red Book/Green Book” Roberts Award
             legacy within the NWA pilot group cannot be resolved at the
             expense of the Delta pilot group.

      E.     Given facts and circumstances unique to each of the Delta and
             Northwest pilot groups, all pilots from each carrier that appear on
             the July 2008 seniority list should be treated equally, as if they did
             not have constructive notice of the merger.


      The DAL Committee proposes a 7-group Status and Category ratio composed of

three Captain segments, three First Officer (“FO”) groups, including DC-9 Captains, and

a separate DC-9 FO group. These categories, it contends, are a natural alignment based

on pre-merger hourly rates, performance capacities and missions of the aircraft.

                   Category 1 would include wide-body international Captains

                    flying the Delta Boeing-767-300 ER and the NWA A-300,

                    plus 15% of their 757 fleet, representing the aircraft that flies

                    international routes.

                   Category 2 includes Captains on both carrier’s domestic

                    wide-body fleets of 767 and 757 aircraft flying long-range

                    domestic routes.

                   Category 3 would include Captains on both carrier’s

                    domestic narrow-body fleets, flying short-range domestic

                    routes. That group would include the Delta B-737, MD-88’s

                    and -90’s and the NWA A-320’s. It would exclude, however,

                    the NWA DC-9 Captains.
                                                              The Pilots of Northwest Airlines, Inc.
                                                              and The Pilots of Delta Air Lines, Inc.
                                                                                       Page 11 of 32



                         Categories 4-7 repeat the first three for FO positions with

                          the DC-9 Captains included and a fourth category for DC-9

                          FO’s.

          The Committee also proposes a series of Conditions and Restrictions to

accompany the integrated list, including aircraft fences extending to November

2011 and furlough protection to November of 2010. Constructive Notice – the

date pilots should be presumed to know their careers will be impacted by the

mergers – is also an issue between these parties. The Delta group proposes that

all pilots on both carriers’ July 1, 2008, Seniority Lists be treated identically for

purposes of this proceeding; none should be treated as though they had

“constructive notice” of the merger prior to their beginning employment at either

NWA or Delta.4



Northwest MEC Position

          The Northwest representatives endorse a Date-of-Hire approach, with attendant

conditions and restrictions. Arbitral precedent supports the use of a date-weighted

solution in cases where, as here, the two carriers are comparable, it is claimed. The

representatives direct the Board to what they refer to as “Super-Premium Wide-Body”

international flying, including Boeing 747-200’s and -400’s, as well as A-330’s.

Moreover, Northwest has on order 18 B-787’s, with another 50 on option.

          Northwest is one of only three U.S. carriers with the right to operate unlimited

frequencies between any point in the United States and Japan, in addition to “Fifth

4   Delta pre-Hearing Statement, p. 32.
                                                               The Pilots of Northwest Airlines, Inc.
                                                               and The Pilots of Delta Air Lines, Inc.
                                                                                        Page 12 of 32



Freedom Rights” that allow the carrier to operate service from any gateway in Japan to

points beyond Japan, as well as to carry Japanese originating passengers to points

beyond. And, Northwest holds more non-stop authority to China than any other U.S.

carrier. These routes, it is argued, provide unparalleled job security to Northwest pilots.

          The Northwest pilots’ greater average age, it is claimed, will benefit all junior

pilots due to attrition-based promotional opportunities. Within the next seven years,

15% more Northwest pilots than Delta pilots will reach age 62 and retire or otherwise

leave the workforce. This is a benefit that will extend across the merged pilot list,

inasmuch as additional promotional opportunities will become available to all pilots

now located lower on the list. “This factor,” say the Northwest representatives, “stands

as one of the significant contributions the Northwest Pilots will make to the merged

groups advancement prospects.”5

          The Conditions and Restrictions that would accompany the Seniority List include

a “Constructive Notice” date of April 14, 2008; the date after which newly-hired pilots

would be junior to all the others on the ISSL, inserted by Date-of-Hire order. Northwest

proposes a 10-year fence on awarding positions across pre-merger carrier lines.

          As an alternative position, in the event the Board were to consider a Status and

Category approach, the NW pilots propose a “Dynamic Seniority List” that would

operate as follows: Slots for each pre-merger pilot group would be established in

accordance with ratios based on groupings of similar jobs. Active pilots from each group

would then populate the slots reserved for their respective group, in seniority order. As

vacancies arise throughout the Seniority List, the more junior pilots from the same

5   Northwest Representatives’ Pre-hearing Statement, p. 7.
                                                                   The Pilots of Northwest Airlines, Inc.
                                                                   and The Pilots of Delta Air Lines, Inc.
                                                                                            Page 13 of 32



group would all advance to the next more senior slot. This mechanism, it is argued,

would adequately preserve the relationships between the two pilot groups by, among

other things, maintaining the distribution of seniority over time. As such, “A list that is

fair on Day 1 will be just as fair ten year later.” The Northwest representatives propose

an alternate list of conditions and restrictions to accompany the Dynamic List approach.

        With respect to the Constructive Notice issue, the NWA representatives maintain

that there is no good reason to deviate in this case from the standard practice of

considering the date of the public merger announcement, April 14, 2008, as controlling.




                                            ANALYSIS6

        The current ALPA Merger Policy includes the following admonition to merger

representatives, which this Board adopts as its guidelines in this proceeding:

        …4. The merger representatives shall carefully weigh all the equities inherent in
        their merger situation. In joint session, the merger representatives should
        attempt to match equities to various methods of integration until a fair and
        equitable agreement is reached, keeping in mind the following goals, in no
        particular order:
            a. Preserve jobs.
            b. Avoid windfalls to either group at the expense of the other.
            c. Maintain or improve pre-merger pay and standard of living.
            d. Maintain or improve pre-merger pilot status.
            e. Minimize detrimental changes to career expectations.


We have carefully reviewed the respective submissions, evidence and arguments

submitted over the 12 days of hearings. In the course of constructing the ISSL, we have

6 Transcript pages are cited Tr., [page]; Delta opening case exhibits are cited DX [tab] at [page]; Delta
cross-examination exhibits are cited DCX [tab] at [page]; Delta rebuttal exhibits are cited DRX [tab] at
[page]; Northwest opening case exhibits are cited NX [book] [tab] at [page]; Northwest cross-examination
exhibits are cited NCX [tab] at [page]; and Northwest rebuttal exhibits are cited NRX [tab] at [page].
                                                                    The Pilots of Northwest Airlines, Inc.
                                                                    and The Pilots of Delta Air Lines, Inc.
                                                                                             Page 14 of 32



taken seriously the admonition of the ALPA Merger Policy to disrupt as little as possible

the valid career expectations of pilots who have staked their professional lives on service

to their respective companies. We have also recognized, as one must, that pre-merger

expectations borne by both sides to this process will, in virtually all cases, be tempered

and shaped by the realities of an enlarged, merged workforce.

       Notwithstanding months of vigorous negotiations and subsequent good faith

participation in mediation efforts, the parties to this dispute are deeply divided, as is

apparent from their respective proposals: Each does little more than stack the deck for

their own constituencies in ways that are neither fair nor equitable.7 As will be

discussed below, this Board has chosen a different approach, one that adopts a Ratio

and Category basis, but with a simplified grouping of aircraft, a “Pull and Plug”

adjustment mechanism that addresses Attrition considerations and a limited period of

Conditions and Restrictions designed to deal with, among other things, fleet expansion

and reduction.

       In constructing this list, we have considered the relative size and operational

characteristics of these carriers, which, on the basis of the record, are in many respects

similar, as indicated above. But there are meaningful differences between these

carriers, and their pilot forces, as well, that lie not so much with current posture as with

the future prospects and, in terms of the pilot groups, career expectations.

7      Addressing the subject of Seniority List Integration, Arbitrator George Nicolau wrote:

       “There are four basic lessons to be learned…; that each case turns on its own facts; that
       the objective is to make the integration fair and equitable; that the proposals advanced by
       those in contest rarely meet that standard; and that the end result, no matter how crafted,
       never commands universal acceptance. (Federal Express and Flying Tiger Pilots, (1990)
       at pp. 27-28.)
                                                                       The Pilots of Northwest Airlines, Inc.
                                                                       and The Pilots of Delta Air Lines, Inc.
                                                                                                Page 15 of 32



        On the one hand, dealing with the future prospects of anything in the airline

industry is nothing short of reading tea leaves or, to cite a far more daunting venture,

predicting fuel prices. On the other hand, those sorts of assessments are the stuff of

which “career expectations” are made. Therefore, it is appropriate that one examine

possibilities and potentials to whatever extent is reasonable, in the course of

constructing a merged seniority list that is fair and equitable. A brief comment on that

merger standard is in order. By employing concepts of both fairness and equity, the

drafters of the ALPA Merger Policy recognized a dual standard that should serve to

inform the judgment of those constructing a merged list. An integrated list that

responds solely to statistical absolutes (for example), with no broader view of the short-

and long-term impact on career expectations, might be considered nominally fair but

realistically inequitable. Too, a process that ignores reality and bypasses facts, that

pursues, instead, an illusory notion of “something for everyone,” could hardly be fair. In

constructing this list, we have inquired as to where the respective groups8 have been and

we have made reasoned judgments as to where they were going. We have attempted, at

all times, to recognize reasonable expectations of both parties while, in all instances,

rejecting proposals that, however facially logical, resulted in untenable windfalls.

        The resulting list neither realizes nor maintains each and every career

expectations, nor could it do so. No recitation of career expectations ever includes a

merger, and no merger can leave all hopes and plans unaffected. The most that can be

said, and it can be said with some assurance in this case, is that the merger of these


8As in all such exercises, the focus here is necessarily on groups, not on any individual pilot. Inevitably,
and unavoidably, there will be perceived disparities and mismatches on individual levels, on both sides,
under the merged list.
                                                                        The Pilots of Northwest Airlines, Inc.
                                                                        and The Pilots of Delta Air Lines, Inc.
                                                                                                 Page 16 of 32



particular companies will result in a uniquely powerful entity, by virtue of the

contributions of both carriers, that is capable of better withstanding the substantial

challenges of the current environment than if the Companies had chosen to go it alone.




The Integrated System Seniority List

        We have assessed and compared the respective proposals with an eye to pilot

bidding power and flying options not only as of the time of the merger; but also in the

years and, in some instances, the decades that follow.9 As will be noted, we have also

adjusted the List on the basis of factors, such as Attrition, we believe deserve

recognition. And, we have established a limited set of Conditions and Restrictions,

including a fence that will, for awhile, keep pilots with the planes their company brought

to the merger. In the final analysis, however, our choice of a five-year duration for the

fence (from the implementation date of the “Single Operating Certificate”) was made in

recognition of the reality that this is a merger in fact, not just in name.

        We turn first to the competing proposals concerning the underlying integration

method: Date-of-Hire versus a Status and Category/Ratio approach. Although there are

advantages and disadvantages to each method, the facts of this case persuade this Board

that the Status and Category approach is the more fair and equitable. To be sure, prior

ALPA Arbitration Boards have merged Seniority Lists by means of date-weighted




9 In this regard, the attached list is, in fact, a current snapshot that represents only the earliest moment of
the new seniority relationship.
                                                                      The Pilots of Northwest Airlines, Inc.
                                                                      and The Pilots of Delta Air Lines, Inc.
                                                                                               Page 17 of 32



methods.10 But in this case, that method is not sufficiently responsive to the makeup of

these two groups. The relative seniority mismatch between the two contingents results,

when combined by Date-of-Hire, in a dramatic overloading of NWA pilots in premium

flying categories, an imbalance that remains a virtual fixture in the ongoing relationship

between the parties.11

        The Status and Category/Ratio method, as described earlier, proceeds by

establishing a series of aircraft-based categories, the staffing of which generates discrete

ratios within each of those categories. In this manner, the Delta methodology seeks to

continue, post-merger, roughly the same relative pre-merger standings of the respective

pilots. However, there are problems with this approach, as well. The ratio-based

approach creates a generally smoother distribution of pilots throughout much of the list,

but it exposes large blocks of Northwest Pilots to furlough vulnerability by populating

them at the bottom of the list. Thus, the interests of fairness and equity cannot be served

if we accepted that proposal without modifications that reflect the realities of this

particular case.




10 See Northwest post-Hearing Br., p. 3, citing Air West (Gill 1968) (Length of Service except for 100
Bonanza blockers); North Central – Southern (Vass 1980) (Length of Service); Republic – Hughes Air
West (Bloch 1981) (Length of Service); Northwest – Republic (Roberts 1989) (Date of Hire).
Characterizing the 24 interpretive arbitrations flowing from the Roberts award conditions and restrictions
as “mundane” the Northwest representatives argue that “these mergers worked well for the carriers and
their pilots.”
11 Thus, as of July 1, 2008, a straight Date-of-Hire list allocates, among the top 1,500 positions, 246 to
Delta Pilots and the remaining 1,254 to Northwest. The bottom 500 Pilots include approximately 320
Delta Pilots and 150 Northwest Pilots. (NWX I-31 (A)). Five years later, there are 1,195 Northwest Pilots
to Delta’s 305 among the top 1,500 positions. (NWX I-31(B)). Even 10 years later, in 2018, while Delta
has gained the advantage among the first 1,500 positions (816 to 684), the first 750 jobs are populated,
2:1, by Northwest Pilots. The Delta pilots fare relatively well in 2023 – 15 years after the merger – but the
community of pilots affected by the methodology has, by then, shrunk to about 5,000.
(NWX I-33 (A).
                                                                     The Pilots of Northwest Airlines, Inc.
                                                                     and The Pilots of Delta Air Lines, Inc.
                                                                                              Page 18 of 32



        Because we are also mindful that attenuated disputes too frequently have

emanated from other seniority integration decisions, we have opted for a list that seeks

to achieve relative simplicity in its construction and its application. In this regard, we

have rejected the notion (proposed, from time-to-time by both parties) of numerous

categories, each seeking to define and segregate groups of aircraft according to various

operating characteristics. We have chosen, instead, to recognize the fleets as divided

simply into wide-body and narrow-body groupings, two for Captains, two for FOs.12 For

purposes of counting aircraft and staffing assumptions,13 thus creating ratios in each

category, we have selected a “snapshot” date of July 1, 2008.

        The NWA representatives propose an earlier snapshot, based on the claim that,

after December 31, 2007, Northwest stopped operating as a stand-alone entity. Beyond

that date, it is argued, the Company was “managing down”, trimming its fleet in

contemplation of the merger. One may reasonably assume the respective airline

managements were preparing for the merger, at some level, at or before the end of 2007.

We cannot conclude, however, that NWA somehow stopped normal stand-alone

operations as of December 31, nor is it clear that the merger decision, as such,

necessarily led to the disposition of identifiable aircraft or routes. On the other hand,

there is hard evidence in the record as to fleet reductions that actually occurred14 and we

find no reason why this Board should speculate about December, 2007 and ignore the

12 All Delta and NWA B757s are considered wide-body aircraft for this purpose because Delta operates its
B767s nd 757s as a combined fleet. (See NX-IV, Tab 11.)
13 For our purposes, we adopt the convention of averaging staffing levels for a one-year period prior to the
snapshot date.
14 See DCX-7, DX-35 and DX-36, for example. A June 27, 2008 NWA Memo details plans to reduce
mainline capacity by 8.5 to 9.5 percent over the 4th quarter of 2007. Additionally, the Company advised of
its decision to remove 10 B757s and 4 Airbus narrow-bodies from the fleet. These reductions were in
addition to the planned reductions (to 68) of the DC-9s over the course of 2008. (See DCX 7(a), 7(d).)
                                                                       The Pilots of Northwest Airlines, Inc.
                                                                       and The Pilots of Delta Air Lines, Inc.
                                                                                                Page 19 of 32



demonstrated state of the fleet as of the later date suggested by the Delta group.15 In

short, we believe the staffing ratios flowing from the July snapshot more accurately

reflect the appropriate list-building assumptions.16

        Another element the Board has considered in building the list is the notable, and

relatively imminent, attrition of a sizable number of Northwest pilots, as contrasted with

the Delta group. The abundance of older pilots on the Northwest side is matched by a

considerably younger Delta contingent; a phenomenon accounted for by early

retirements of Delta pilots in the months and years leading up to that Company’s

bankruptcy.17 The DAL committee contends its proposed Status and Category/Ratio

proposal should be implemented without any consideration of this Attrition imbalance.

Attrition, it argues, should not be regarded an “equity” to be somehow utilized in

balancing perceived imbalances in the list. The Northwest pilot representatives, for

their part, vigorously urge the Board to account for the career expectations inherent in

the advancement potential for NWA pilots, due to the prospect of large blocks of older

pilots soon to be leaving the Northwest workforce.

        The record does not permit a precise calculation of the number of NWA pilots in

this position nor is there absolute certainty about the magnitude of the incremental

15 As of July 1, 2008, NWA had 79 DC-9’s and 71 B-757’s in its fleet, although at year-end, the DC-9
complement had been reduced to 57 to 61 DC-9’s and 61 B-757’s. See DRX-37 and DX-R 23, p.26.
16 While we adopt the July date for purposes of Fleet count, we utilize the Seniority Lists of November 1,
2008, as representing the current pilot population.
17 See NWX I-13 – Debtors’ Motion “…for a Distressed Termination of the Delta Pilots Retirement Plan.…”
That Motion stated, in relevant part:

        Since late 2001, as Delta’s financial condition deteriorated, a significantly greater number
        of Senior Pilots than in the past elected to retire early and to take lump sums, in large part
        because of concerns that the Pilot Plan might be subject to a termination (as happened at
        U.S. Airways and United Airlines)…. Since 2001, the Pilot Plan has paid approximately
        $2.5 Billion Dollars in lump sums to approximately 3,200 Pilots who retired. (At pp. 20-
        21.)
                                                                       The Pilots of Northwest Airlines, Inc.
                                                                       and The Pilots of Delta Air Lines, Inc.
                                                                                               Page 20 of 32



imbalance of potential attrition favoring the pre-merger Northwest pilots.18 There is no

question, however, the imbalance exists. Consequently, there is no question that, in this

particular case, an unadjusted ratio approach would meaningfully impact a wide range

of career expectations in a manner we consider contrary to the overall goal of the ALPA

Merger Policies.

        The NWA representatives correctly observe that attrition favors the interests of

all Junior pilots: When senior pilots depart, without regard to their pre-merger

affiliation or how the seniority lists are combined, additional promotional opportunities

will become available to those pilots ranked below them:

        This factor stands as one of the contributions the Northwest Pilots will
        make to the merged group’s advancement prospects. For Junior Pilots,
        the hundreds and hundreds of Northwest Pilots leaving active employment
        in the approaching years function as firm orders for growth aircraft – they
        mean promotions. The coming attrition establishes promotions that are
        certain – more certain in fact, than firm orders for aircraft, which can be
        renegotiated, canceled or matched with counter-veiling aircraft sales or
        the return of planes whose leases are expiring.19

        There is merit to these observations, and while the “Pull-and-Plug” methodology,

described below, recognizes NWA career expectations by advancing older pilots toward

the front of the line initially; junior Delta pilots are also able to take advantage of the

open slots, increasingly over the years, as the older Northwest pilots retire.

        At the same time, the Board rejects the NWA proposal to adopt, as a relevant

community, all such older Northwest Pilots. To do so would be to overweight the top

18 The Northwest pilots claim that, by 2015, 25% of that group will reach the age of 62, and will retire
(notwithstanding the age 65 ceiling) while only 10% of the Delta Pilots will do so. (See NWX III 23, at 2.)
19 Northwest post-Hearing Brief., p. 7. See also n. 16, supra. Northwest contends that, despite the FAA’s
revised mandatory retirement age for airline pilots effective December 13, 2007, (from 60-65) pilots will
leave the Seniority Lists prior to that age as the result of normal and early retirement, medical disability,
death, termination and resignation. These are events, it claims, that are mainly age-related, and the
average rate of attrition will therefore increase after the age of 60. (Id.)
                                                            The Pilots of Northwest Airlines, Inc.
                                                            and The Pilots of Delta Air Lines, Inc.
                                                                                     Page 21 of 32



end of the Seniority List so substantially, and for so long, as to devitalize any hopes of

achieving fairness and equity. Moreover, as will be noted, one may not fairly ignore

other reasonable projections in evidence that must also be considered in assessing

overall career expectations.



Attrition and Other Career Expectations

       To properly account for attrition considerations, the Board adopts a

“Pullout/Plug in” tool by which Northwest Pilots are removed, temporarily, from the

pre-merger NWA seniority list. The effect of that is to elevate all NWA pilots junior to

those removed “up the ladder.” At that point, the Status and Category ratios in the four

categories are calculated and applied. That done, each pulled out pilot is reinserted into

the integrated list, one number senior to the pilot who was the next junior to that pilot

on the stand-alone NWA list.

       We have also concluded that all pilots on long-term sick (12 months or longer)

should be removed from the pre-merger lists in a similar manner and inserted directly

above the next junior pilot on his or her respective pre-merger list.

       The “Pull and Plug” mechanism is a powerful adjustment tool, for several

reasons. First, it advances the older pilots well beyond what would have been their

standing on the merged list. In so doing, it invests those pilots with a substantial, if

relatively short-lived, element of super-seniority. By removing older pilots and elevating

junior NWA pilots into those vacated slots, as described above, the “Pull and Plug”

reinvests the junior NWA pilots with the type of bidding power they would have wielded

in the stand-alone Company. This is as it should be. But one must recognize, as well,
                                                                       The Pilots of Northwest Airlines, Inc.
                                                                       and The Pilots of Delta Air Lines, Inc.
                                                                                               Page 22 of 32



that the resultant “bump up” happens immediately, well before the time of any

adjustment that would accompany actual attrition.

        Equity demands that the Northwest pilots’ expectations not be fully foiled by the

merger. Fairness, however, requires some tempering of the potential impact power of

the adjustment mechanism. It would be myopic for this Board to focus solely on the

stand-alone attrition expectations of the NWA pilot group. We accept they may

constitute a legitimate career expectation, but one must also consider other elements

reasonably regarded as potentially dampening those expectations.20 The Northwest

fleet, for example is composed of numerous aircraft of questionable long-term utility.

NWA’s DC-9 fleet is old, inefficient, and likely scheduled for replacement. The exact

timing and extent of that model’s departure is uncertain, but the record is clear that this

portion of the fleet has already been substantially reduced.21 Northwest Airline’s 2000

10K projected the lifespan of the DC-9 aircraft as extending to 2012. Under even the

most optimistic case scenario, therefore, this is an aircraft whose time is limited.22


20 It is also appropriate to consider gains that flow from the merger. While it is true that both pilot forces
are compensated relatively well, by comparison with the average U.S. airline, it is also the case that, on a
stand-alone basis, Northwest Pilots were paid less than their counterparts at Delta. Due to the success of
the parties in bargaining a new Joint Collective Bargaining Agreement (“JCBA”) effective October 30,
2008, (October 30, 2008, is the date of corporate closing of the merger.) Northwest Pilots enjoyed
immediate benefits averaging 9.51% across the group. Delta characterizes this as equivalent to the value
of one to two-and-one-half upgrades, depending on the equipment type, for each pre-merger pilot. (See
DX-21 at 11-13; DX-37 at 2; Tr., 2549-55.)
21 See DRX-35, at 4. See also, DCX-7, and April 3, 2008, Memorandum to NWA Pilots from the SVP of
Flight Operations, notifying them that the DC-9 fleet would be reduced by year-end to 68 aircraft (from
94). The same memo also speaks to reductions in the B-757/A-320 and A-319 fleet. See also DCX-7(d), a
June 27 revision to the Flying Plan, which further modifies the projected DC-9 reduction to 58.
22 The 10K stated, in relevant part:


        “The DC-9 aircraft have considerable remaining technological life, based upon the cycle
        life (capacity for a number of landings) expected by the manufacturer and other factors.
        The Company believes that these aircraft have economic value for the Company, given its
        root network and maintenance programs. The Company estimates that its DC-9 aircraft
        could fly on average approximately 12 more years beyond 2000 based upon the
                                                                      The Pilots of Northwest Airlines, Inc.
                                                                      and The Pilots of Delta Air Lines, Inc.
                                                                                               Page 23 of 32



        Nor are the prospects for DC-9 utilization positive, when considered in terms of

fuel efficiency, technological demands and the Northwest markets being served. Over

time, particularly during bankruptcy and thereafter, Northwest has been steadily cutting

the number of DC-9’s – they disgorged about 50 of the most fuel-inefficient DC-9’s, the

DC-9-50s, while in bankruptcy. In 1997, according to the evidence, the company had

180 DC-9 aircraft in the fleet. By 2005, at the time of bankruptcy, they had 115, but by

the end of 2008, the count will be about 60.23 Moreover, the remaining planes are not

optimally suited for the markets now served by DC-9’s – the evidence strongly suggests

a smaller, 76-seat aircraft would provide improved economics.24 Northwest’s

bankruptcy restructuring plan, which included the establishment of “NewCo”, a new,

wholly owned subsidiary carrier, reflects plans to establish a 70-100-seat airline that

NWA regarded as a proper fit for the many middle to small- to middle-sized city routes

currently being served, albeit inefficiently, by the DC-9’s. All this foreshadowed a

shrinkage of Northwest’s mainline fleet, combined with an increased use of regional

planes which, in fact, were ordered by the Company in October of 2006.25

        The record also reflects a demonstrable shift from NWA mainline domestic

flying.26 In September of 2008, Northwest reduced its Fourth Quarter Mainline



         manufacturer’s expected life cycle for such aircraft and projected annual utilization by
         Northwest.” (Northwest Airlines 2000 10K, at p. 15; cited in DX-31, p. 61.)
23 DX-31, pp. 63, 76. See also DCX 7(d), cited infra, n.19.
24 Transcript and evidence accompanying Evidentiary 1113 Hearing, January 18, 2006, quoted in DX-31,
pp. 64, 65.
25 At that time, Northwest ordered 72 regional jets, including 36 EMV-172 76-seat aircrafts for Compass,
the NWA-owned regional carrier. See DX-31, p. 73 et seq.
26 Robert Mann testified to the tradeoff of DC-9 flying for 76-seat flying. A very brief view, from July to
November of 2008, reflects a drop-off of some 32% of NWA DC-9s, with flying on Airlink E75s and CR9s
increasing by the same amount. (DX 33, Slide 6). On a broader scale, form May of 2007 through
November of 2008, a revciew of the top 75 markets shows DC-9 flying reduced by about 650 flights, with
                                                                   The Pilots of Northwest Airlines, Inc.
                                                                   and The Pilots of Delta Air Lines, Inc.
                                                                                           Page 24 of 32



capacity by 8.5% - 9.5% as compared to 2007, and projected the removal of 14 B757 and

Airbus narrow-body aircraft from its fleet. A comparison of the NWA business plan for

November 2005 and the SEC 10K’s with the Second Quarter 2008 10Q’s reflects 44

fewer aircraft in 2008 (308, as contrasted with 352) than forecast in the Bankruptcy

Plan.27 Thus, on a comparative basis, the record shows Northwest generally in a mode

of disposing of aircraft at a time when Delta was generally planning on expansion.

       The Northwest merger representatives point out that, counter to this trend, NWA

has booked orders for 18 B-787’s, with options on an additional 50. With due regard for

current production delays, we have factored that specific aspect of the NWA expansion

projects into our overall consideration of the respective fleet growth expectations.

       Questions exist, as well, as to the future of Northwest freighter business both

from an equipment standpoint and in terms of the general business outlook. The 747-

200 freighters attached to that enterprise are uncompetitive in an increasingly

competitive arena for cargo operations and it is unclear to what extent this would have

remained a vital operation for NWA.28 Market conditions have changed dramatically

since 2005, when demand for air cargo lift was high, particularly on routes from Asia to

America.29 NWA has encountered a meaningful drop-off in demand in several of the

routes served by NWA.30 Fuel prices have caused the 25-year-old Northwest 747’s to be



76-seat operations growing by some 750. “These,” testified Mann, “are essentially mirror images of each
other; the increase in 76-seat flying offset by the decline in 76-seat flying.” (Tr.,p.392.)
27 DX-31, pp. 101-102.
28 Tr., 202-219. See also, DX-31, at 79-93.
29 See Testimony of Daniel Akins, generally, Tr., I, pp. 200 et seq. See, also, DX-31, pp. 79 et seq.
30 According to the record volume from China, for example, has fallen from about 35% in the 2003 to
2004 timeframe to about 7% in 2006-2007. Akins testified that the trans-pacific market has changed
dramatically and that an economic slow-down, combined with fuel charges and surcharges and high rates
                                                                     The Pilots of Northwest Airlines, Inc.
                                                                     and The Pilots of Delta Air Lines, Inc.
                                                                                              Page 25 of 32



uneconomic, Chinese carriers are providing more competition and NWA has dropped

its daily service to Guangzhou, China.31 . In addition to being less fuel-efficient, the

747’s in the NWA fleet are smaller and have a shorter range than the 747-400’s flown by

competitors.32 The reduction in the freight fleet has been from 14 airplanes down to 10

and block hours have been decreased by 60%.33 As of September of 2008, Northwest

has dropped Narita/Bangkok, Singapore/Hong Kong, Narita/Manila, Narita/Taipei,

Shanghai/Anchorage, Bangkok/Singapore, and Hong Kong/Manila.34

These elements of the Northwest Operational Prospects may hardly be discounted as

“managing down” decisions made in contemplation of the merger. Nor may they be

ignored in the process of evaluating career expectations.

        On the other hand, we note that Delta, too, has retrenched, in certain respects.

B-777 acquisitions have been scaled back from 16 to 12 during the 2008-2011 time

period. And, Delta is shrinking its regional feeder base, although those moves will not

affect the existing Delta pilot force.35

        None of this is to say the pilots from the respective groups should not be able to

realize justifiable expectations of flying equipment that has been, or will be, brought to

the merger by their carriers. In that regard, Northwest Pilots reasonably anticipated the

ability to fly the premium positions in the B-747’s and B-787’s, whereas Delta pilots have


for shipping by air has forced freight forwarders to consider alternative means of transportation, mostly
ship.

31 Tr., p. 206.
32 Tom Bach, President of NWA Cargo, was quoted in May (Air Cargo World, May 2008) as planning
747-200 freighters being reduced from 12 to 10. See DX-17.
33 Tr., p. 212. . See also, DX-31
34 Id.
35 DX 10, p.1.
                                                                     The Pilots of Northwest Airlines, Inc.
                                                                     and The Pilots of Delta Air Lines, Inc.
                                                                                             Page 26 of 32



the same expectations regarding the B-777’s. We protect those respective interests by

providing a fence for the premium flying that begins as of the date the Single Operating

Certificate is obtained and expires five years thereafter, as detailed below.

        But fairness also demands immediate recognition by all that this merger is a

mutually beneficial fait à compli. The power and promise of the merged entities, and

with it, the career expectations of all pilots will be fully realized as the constituent

groups act to implement this merger. For that reason, we have limited the fence to the

premium flying only; NWA’s B747 and B787 and Delta’s B777.36



Constructive Notice

        The parties differ as to the application of “Constructive Notice” in this case. For

the reasons that follow, we accept April 14, 2008, as the Constructive Notice date, under

these circumstances. The Delta Representatives accurately describe “Constructive

Notice” as shorthand for a bright line test to determine which pilots, if any, hired by two

separate but merging airlines should be treated as though they were hired by the merged

airline.37 The assumption is that, at some point -- normally the date of the merger

announcement -- a new hire at one of the merging carriers will be on “Constructive

Notice” that his or her career expectations are reasonably considered to be those of

someone hired by the new carrier. For that reason, Constructive Notice pilots are

typically placed in date-of-hire order below all other pilots from the two merging

airlines.

36 Position counts utilized in constructing the List have necessarily been adjusted to recognize and
account for various factors such as the impact of “Pull and Plug” methodology.
37 Delta Representatives’ Pre-hearing Brief, pp. 27.
                                                                    The Pilots of Northwest Airlines, Inc.
                                                                    and The Pilots of Delta Air Lines, Inc.
                                                                                             Page 27 of 32



        In this case, well before the merger announcement, Delta had decided to hire

some 400 pilots to staff summer flying. 38 45 Delta pilots, however, had been approved

for hire prior to the announcement and some had received various pre-hire documents,

but were not actually trained or included on the seniority list until later in the year.39

The Delta Representatives urge the Board to treat all such pilots as though they were

hired before the April 14 merger announcement rather than as “Constructive Notice”

pilots as of the date of the merger announcement. The DAL representatives contend

that because these pilots ultimately were hired as a result of the earlier (pre-

announcement) staffing decision, they should be treated as if they were pre-merger

Delta pilots.

        Because none actually had been hired and none had been placed on the Delta

seniority list before the merger announcement, however, this Board must conclude they

do not satisfy the standard test for Constructive Notice. Cases cited by the Delta

representatives compel no contrary conclusion. Arbitrators in the 1977 Saturn/TIA40

and 1981 Pan Am/National41 mergers found cause, due to unforeseen extenuating

circumstances, to deem certain pilots as having been “technically” hired before the

merger announcement.42 But even were one to accept that rationale, the facts here are

inapposite. In the present record, we find neither extenuating circumstances sufficient


38 Id.,p.29. See DX 24.
39 Id. 31 pilots were told, prior to April 14, they had been approved for training and sent a commitment
letter. An additional 14 were told they were approved, but had not received a commitment letter, and four
were approved for training several days after the merger announcement.
40 Saturn/TIA(Feller 1977).
41 PanAm/National (Gill 1981).
42 Cf. The Pilots of Northwest Airlines and The Former Pilots of Republic Airlines (Roberts, 1989), where

the Arbitrator found the affected pilots should be subject to the conditions and restrictions of the Award
because “pilot classes had [by the date of the announcement] been established.” (At. p.8).
                                                                       The Pilots of Northwest Airlines, Inc.
                                                                       and The Pilots of Delta Air Lines, Inc.
                                                                                               Page 28 of 32



to require arbitral intervention in the name of equity nor persuasive evidence that these

pilots were otherwise unfairly treated. The most that can be said for the DAL pilots at

issue is that their processing was close to, but later than, the critical announcement date.

        The Delta representatives also note, however, that, pursuant to a “flow-up”

agreement between NWA and Mesaba, seven “Mesaba Hold Back “ pilots have been

placed on the NWA seniority list and assigned hire dates prior to the merger

announcement, despite their not commencing initial operating training at NWA. They

claim this is contrary to ALPA Merger Policy.43 We need not, therefore we do not, seek

to review or resolve claimed anomalies in the Merger Policy as it may relate to

Constructive Notice issues. For purposes of this decision, it is sufficient for the Board to

note that, whatever the propriety of assigning hire dates to the Mesaba Hold Back pilots,

there are no compelling grounds for concluding the Delta pilots at issue should be

considered as having been hired prior to the merger announcement. The April 14 date is

a serviceable deadline, in this case. With reference to constructing the List, the 45 DAL

pilots are to be included in Category 4 for purposes of establishing the staffing ratio, but

for seniority purposes, included below the most junior pre-merger NWA or DAL pilot on

a date of hire basis.

        Summarizing, based on the record in its entirety, we conclude a four-category

list, constructed on a Status and Category/Ratio basis, will properly respond to the

demands of fairness and equity in the context of these particular facts. We have, as

indicated above, adopted a “snapshot date” of July 1, 2008, for constructing the category


43 Part I, Section E.4 of the ALPA Merger Policy specifies that “[t]he date of hire shall be the date upon
which a pilot first appears upon the Company’s payroll as a pilot and also begins initial operational
training required to perform such duties in airline operations.”
                                                           The Pilots of Northwest Airlines, Inc.
                                                           and The Pilots of Delta Air Lines, Inc.
                                                                                   Page 29 of 32



ratios, and we are incorporating the Pull and Plug mechanism described above to deal

with the Arbitration issues. Constructive notice to pilots is found to have occurred April

14, 2008.



Constructing the Integrated System Seniority List.

       The ISSL has been constructed from the pre-merger Delta and pre-merger

Northwest pilot seniority lists in effect on November 1, 2008, as provided to the Panel

by the parties, in the manner set forth below. The relative position of each pilot on the

pre-merger lists remained unchanged on the ISSL.

       1.     All pilots on long-term sick leave (12 months or longer) were removed
              from the pre-merger lists.

       2.     The 274 oldest Northwest pilots were removed from the pre-merger list.

       3.     The first 3045 positions on the ISSL were filled with the first 1961 Delta
              pilots and 1084 Northwest pilots on the pre-merger lists in a ratio of
              1961:1084 beginning with a Delta pilot.

       4.     The next 2433 positions on the ISSL were filled with the next 1313 Delta
              pilots and 1120 Northwest pilots on the pre-merger lists in a ratio of
              1313:1120 beginning with a Delta pilot.

       5.     The next 3932 positions on the ISSL were filled with the next 2580 Delta
              pilots and 1352 Northwest pilots on the pre-merger lists in a ratio of
              2580:1352 beginning with a Delta pilot.

       6.     The ISSL was completed with Delta and Northwest pilots remaining on the
              pre-merger lists in a ratio of 1314:957 Delta to Northwest pilots beginning
              with a Delta pilot until both pre-merger lists are exhausted subject to
              paragraph 7, below.

       7.     All pilots with dates of hire after April 14, 2008, were placed at the bottom
              of the ISSL in order of date of hire.

       8.     The Northwest pilots pulled in paragraph 2. were inserted directly above
              the next junior Northwest pilot.
                                                           The Pilots of Northwest Airlines, Inc.
                                                           and The Pilots of Delta Air Lines, Inc.
                                                                                   Page 30 of 32



      9.     The pilots on long-term sick leave pulled in paragraph 1. were inserted
             directly above the next junior pilot on his/her respective pre-merger list.



Finally, as an integral part of the ISSL we have fashioned Conditions and Restrictions

that are incorporated as this Board’s Award .




                                        AWARD


A.    The Integrated System Seniority List (ISSL) for the pilots at Delta Airlines shall
      be the List attached to this Award as Exhibit A.


B.    Conditions and Restrictions

      1.     These conditions and restrictions are an integral part of the ISSL and shall
             remain in full force and effect until their expiration by their terms.

      2.     Pilots hired after April 14, 2008, shall be junior to all pilots on the ISSL
             and shall be listed in order of date of hire consistent with the Joint
             Collective Bargaining Agreement (JCBA.).

      3.     Neither the implementation of the ISSL nor the implementation or
             expiration of a condition or restriction herein, in and of itself, shall cause
             the displacement of any pilot from his or her then-current position
             (including pilots who have been awarded positions but had not
             commenced or completed training).

      4.     For the period of five (5) years beginning with the first bid period after the
             issuance of the Single Operating Certificate (SOC), no pre-merger
             Northwest pilot may be awarded or displaced to a vacancy on a B777
             aircraft or category and no pre-merger Delta pilot may be awarded or
             displaced to a B787 or B747 vacancy.

      5.     Should the merged company take delivery of any aircraft which is/are a
             replacement of any aircraft covered by Paragraph 4., the captain positions
             and, as applicable, the first officer positions on each such replacement
                                                   The Pilots of Northwest Airlines, Inc.
                                                   and The Pilots of Delta Air Lines, Inc.
                                                                            Page 31 of 32



      aircraft will be allocated in accordance with the Paragraph 4. restrictions
      on the type it is replacing.

6.    Paragraph 4. shall expire on the fifth (5th) anniversary of the SOC. Any
      bid awards or displacements effective after that date will not be subject to
      this restriction.

7.    If there are insufficient bidders from one pre-merger pilot group for a
      posted or contingent vacancy on one side of the fence during the period
      covered by Paragraph 4., unfilled vacancies may be filled by pilots from the
      other pre-merger airline.

8.    A pilot awarded a position (via an AE, MD or VD) to a category as a result
      of insufficient bidders will, for the purposes of processing future
      displacements in accordance with Section 22 F. of the JCBA, be considered
      as junior to all pilots from the pre-merger pilot group that was entitled to
      that category.

9.    From November 1, 2008, until the first bid period following issuance of
      the SOC, any furloughs that are the result of the reduction in flying in the
      pre-merger aircraft contained in each airline's pre-merger fleet shall be
      borne by the pilots from that pre-merger airline regardless of their system
      seniority; provided, however, that any furloughs resulting from such
      reduction in B757 shall be shared on a 1:1 basis.

10.   In accordance with ALPA Merger Policy and Paragraph 7. of the Process
      Agreement, representatives of the pre-merger Delta MEC and pre-merger
      Northwest MEC will adopt a simple process for resolving questions
      concerning the interpretation or application of the ISSL by this Award.

11.   In accordance with ALPA Merger Policy and Paragraphs 7. and 9. of the
      Process Agreement, this Arbitration Board shall retain jurisdiction to
      resolve any unresolved disputes between the pre-merger pilot groups as to
      the terms of the Dispute Resolution Process and/or the interpretation or
      application of this Award.
                                                 The Pilots of Northwest Airlines, Inc.
                                                 and The Pilots of Delta Air Lines, Inc.
                                                                          Page 32 of 32




                                 ___________________________
                                 Richard I. Bloch, Esq




                                 Dana Edward Eischen, Esq.




                                 Fredric R. Horowitz, Esq.


December 8, 2008
NWA-DELTA.NW3 DSS.12-01-08.doc
Exhibit O
Exhibit P
 1                         Agreement Regarding Seniority Integration
 2
 3                                          between the
 4
 5                       Professional Airline Flight Control Association
 6
 7                                            and the
 8
 9                       Transport Workers Union of America, AFL-CIO
10
11                                              and
12
13                                      Delta Air Lines, Inc.
14
15   In accordance with the certification (R-4254) made by the National Mediation Board on
16   December 10, 1971, which recognizes the Professional Airline Flight Control Association
17   (“PAFCA”) for purposes of the Railway Labor Act, as amended, as the duly designated
18   and authorized representative of the Delta Air Lines Dispatchers and the certification (R-
19   4719) made by the National Mediation Board on March 18, 1977, which recognizes the
20   Transport Workers Union of America (“TWU”) for purposes of the Railway Labor Act, as
21   amended, as the duly designated and authorized representative of the Northwest
22   Airlines Dispatchers, these parties agree that the merging of the official seniority
23   dispatch/flight control lists of Delta and Northwest has been conducted in accordance
24   with the parties’ obligation under the McCaskill-Bond Seniority Integration Legislation,
25   Public Law 110-161, Div. K, Title I, § 117 (“McCaskill-Bond”). This legislation requires
26   that provisions shall be made for the integration of seniority lists in a fair and equitable
27   manner pursuant to Sections 3 and 13 of the Allegheny-Mohawk Labor Protective
28   Provisions (as published at 59 C.A.B. 45) in certain airline mergers, including, where
29   applicable, agreement through collective bargaining between the carrier and the
30   representatives of the employees affected. In accordance with the parties’ obligation
31   under McCaskill-Bond, PAFCA, TWU and Company representatives have met and
32   conferred and have determined that the fair and equitable combination of the respective
33   seniority lists will be accomplished by the following procedure:
34
35   Lists will initially be merged as of the 29th day of October, 2008 (the closing date of the
36   acquisition of Northwest Airlines, Inc. by Delta Air Lines, Inc.), in a manner that honors
37   relative seniority, which has been the long-standing practice of PAFCA. Each
38   employee's seniority number will be divided by the number of names on their respective
39   lists on that date (188 for Delta and 169 for Northwest), and then rounded to two (2)
40   decimal places, and the lists will be merged and ordered first according to that
41   percentage and then by office seniority in the case of equal percentages.
42
43   Going forward, anytime there is a change in personnel, adjustments to the combined list
44   will be made according to the following procedure:
45
46      1. New names will be added to the bottom of the list according to 1) Class & Craft
47         (office) seniority, 2) Company seniority (most recent date of hire), and 3)
48         chronological age.
49
50      2. When a former Delta Air Lines member is to be removed from the list, the list will
51         be segregated into original Delta and original Northwest, and the name will be
 1          deleted from the list with no change to the original relative position percentage
 2          (relative position number remains the same and is divided by the same divisor of
 3          188) of the remaining Delta list. When a former Northwest Airlines member is to
 4          be removed from the list, the list will be segregated into original Delta and original
 5          Northwest, and the name will be deleted from the list, and the former Northwest
 6          Airlines members will have their relative seniority percentages adjusted
 7          accordingly (without changing the divisor of 169). The list will then be ordered
 8          first according to relative percentage and then by office seniority in the case of
 9          equal percentages. In no case will a former Northwest employee be allowed to
10          surpass a former Delta employee with greater class & craft (office) seniority.
11
12      3. The list will continue to be adjusted in this manner until the entire list is sorted by
13         1) Class & Craft (office) seniority, 2) Company seniority (most recent date of
14         hire), and 3) chronological age.
15
16   Conversely, the list for vacation bidding will be combined in a similar manner, with a few
17   exceptions, as follows:
18
19      1. Lists will initially be merged as of the 29th day of October, 2008 (the closing date
20         of the acquisition of Northwest Airlines, Inc. by Delta Air Lines, Inc.), in a manner
21         that honors relative seniority. Each employee's (Company) seniority number will
22         be divided by the number of names on their respective lists on that date (188 for
23         Delta and 169 for Northwest), and then rounded to two (2) decimal places, and
24         the lists will be merged and ordered first according to that percentage and then
25         by Company seniority in the case of equal percentages.
26
27      2. New names will be added to the segregated Delta list according to 1) Company
28         seniority (most recent date of hire), 2) Class & Craft (office) seniority, and 3)
29         chronological age. (The relative percentage will be equal to the Delta percentage
30         immediately above.)
31
32      3. When a former Northwest Airlines member is to be removed from the list, the list
33         will be segregated into original Delta and original Northwest, and the name will
34         be deleted from the list with no change to the original relative position percentage
35         (relative position number remains the same and is divided by the same divisor of
36         169) of the remaining list. When a former Delta Air Lines member is to be
37         removed from the list, the list will be segregated into original Delta and original
38         Northwest, and the name will be deleted from the list, and the Delta Air Lines
39         members will have their relative seniority percentages adjusted accordingly
40         (without changing the divisor of 188). The list will then be ordered first according
41         to relative percentage and then by Company seniority in the case of equal
42         percentages. In no case will a former Delta employee be allowed to surpass a
43         former Northwest employee with greater Company seniority.
44
45      4. The list will continue to be adjusted in this manner until the entire list is ordered
46         by 1) Company Seniority (most recent date of hire), 2) Class & Craft (office)
47         seniority, and 3) chronological age.
48
49   The combined Class & Craft (office) seniority list as of October 29, 2008 produced
50   pursuant to this Agreement and attached hereto as Attachment A will be the new Official
 1   Flight Control Seniority List as specified in Section 8 A. of the PAFCA/TWU/DL joint
 2   collective bargaining agreement.
 3
 4   The combined Company (most recent date of hire) seniority list as of October 29, 2008
 5   produced pursuant to this Agreement and attached hereto as Attachment B will be the
 6   new Company seniority list as specified in Section 8 A. of the PAFCA/TWU/DL joint
 7   collective bargaining agreement.
 8
 9   Any Requests for Corrections to the new Official Flight Control Seniority List or the new
10   Company seniority list produced pursuant to this Agreement shall be handled in
11   accordance with Section 8 B. of the PAFCA/TWU/DL joint collective bargaining
12   agreement.
13
14   This Agreement will become effective on January 1, 2009 contingent upon ratification of
15   the PAFCA/TWU/DL joint collective bargaining agreement by both the Northwest Airlines
16   Dispatchers and Delta Air Lines Dispatchers and will be final and binding upon the
17   parties. In the event that the PAFCA/TWU/DL joint collective bargaining agreement is
18   not ratified by either the Northwest Airlines Dispatchers or the Delta Air Lines
19   Dispatchers, the parties agree to submit the dispute regarding the integration of the
20   seniority lists of the Northwest Airlines Dispatchers and Delta Air Lines Dispatchers for
21   adjustment in accordance with Sections 3 and 13 of the Allegheny-Mohawk Labor
22   Protective Provisions. Such submission for adjustment will be made no later than
23   January 15, 2009.
24
25
26   For PAFCA:
27
28
29
30
31
32   Kevin Thompson, President
33
34   For TWU:
35
36
37
38
39
40
41   Perry Sprague, President
42
43   For Delta Air Lines:
44
45
46
47
48
49
50   Neal Stronach, Sr. Vice President – Operations Control
51
Exhibit Q
                        SENIORITY INTEGRATION AGREEMENT

                          FOR METEOROLOGISTS EMPLOYEES

        The undersigned parties hereby agree as follows in connection with the operational

merger of Northwest Airlines, Inc. ("Northwest") into Delta Air Lines, Inc. ("Delta"):

        1.     McCaskill-Bond Seniority Integration Legislation. These parties agree that the

integration of the seniority lists of the Meteorologists of Delta Air Lines and Northwest Airlines

has been conducted in accordance with the parties' obligation under the McCaskill-Bond

Seniority Integration Legislation, Public Law 110-161, Div. K, Title I,   117 ("McCaskill-

Bond"). This legislation requires that provisions shall be made for the integration of seniority

lists in a "fair and equitable" manner pursuant to Sections 3 and 13 of the Allegheny-Mohawk

Labor Protective Provisions (as published at 59 C.A.B. 45) in certain airline mergers, including,

where applicable, agreement through collective bargaining between the carrier and the

representatives of the employees affected. Pursuant to McCaskill-Bond, Northwest and Delta are

both "covered air carriers" and the acquisition of Northwest by Delta is a "covered transaction."

       2.      Designated Seniority Integration Representative(s). Pursuant to McCaskill-

Bond, (a) the undersigned representative of the Meteorologists employed by Delta as of October

29,2008 have been designated to act on behalf of Delta Meteorologists for purposes of seniority

integration; and (b) the undersigned representative(s) of the Meteorologists employed by

Northwest as of October 29,2008, have been designated by the certified collective bargaining

representative of the Northwest Meteorologists, the Northwest Airlines Meteorologists

Association ("NAMA"), to act on behalf of Northwest Meteorologists for purposes of seniority

integration.
        3.      Seniority Integration Process. In accordance with the parties' obligation under

McCaskill-Bond, the designated employee and Company representatives have met and conferred

about the subject of seniority integration, have reviewed the respective seniority lists and

practices related to use of seniority, and have determined that the fair and equitable integration of

seniority lists will be accomplished in the following manner:

                A.     Straight Date of Hire Methodology. The seniority lists will be

integrated by combining the two lists in a "Straight Date of Hire" methodology based on the

most recent date each employee entered the meteorology classification at hisher respective pre-

merger carrier, subject to a number of limited exceptions. Going forward, the parties have

agreed to use an employee's date of birth as a tie-breaker in the event two individuals share the

same meteorology classification date of hire, with the older employee receiving the higher

seniority.

                B.     Limited Exceptions. The parties have agreed to treat the following as

limited exceptions to the "straight date of hire" methodology for purposes of seniority

integration:

                       1.      Job Sharing. Meteorologists who have participated in "Job

Sharing," an arrangeme& where two meteorologists share the hours and shifts of a single

position, will receive one-half seniority credit for their time spent in a Job Sharing position. For

example, an employee who spent a year in a Job Sharing position will only receive six months

credit towards his/her date of hire seniority. Going forward, the parties have agreed to continue

this practice and meteorologists in Job Sharing positions will continue to accrue only one-half

seniority credit.
                        2;      Time Spent Outside Meteorology Classification. The parties

have agreed that the seniority treatment provided by each respective pre-merger carrier to

employees who left the meteorology classification in the past but remained employed by the

Company will be grandfathered for purposes of integrating the two seniority lists. Going

forward, the parties have agreed that any employee who leaves the meteorology classification but

remains employed by the Company will retain but no longer accrue meteorology seniority.

                C.      Copy of Integrated List. A copy of the integrated meteorology seniority

list is contained as Attachment A to this agreement. This integrated list is final and binding,

except for corrections pursuant to paragraph 4 below.

        4.      Process for Correction of Errors. Any meteorologist who believes that data

relating to his or her seniority date has been listed in error on the integrated seniority list may file

a protest of the alleged inaccurate listing at any time within thirty (30) calendar days of the date

of signing of this agreement. Any such protests will be considered and resolved by a joint

committee of the undersigned parties, or their designees, within ninety (90) calendar days from

the date of signing of this agreement.

        5.      Effective Date & Implementation. The integrated meteorology seniority list

contained as Attachment A shall be effective upon date of signing.
                                             tbia
      Agreed to and nsulcd at Atlanta, ~mrgia,      3day   of Dcscmbm, 2008:



    Representative of the Dclta                       Representative of the Northwest



Senior Meteorologist




~ircctor, & Operations Support
        Fuel
Exhibit R
                                                                                         Page 1 of 6

                        SENIORITY INTEGRGTION AGREEMENT

                      FOR TECHNICIAN & RELATED EMPLOYEES

       The undersigned parties hereby agree as follows in connection with the operational

merger of Northwest Airlines, Inc. ("Northwest") into Delta Air Lines, Inc. ("Delta"):

       1.      McCaskill-Bond Seniority Integration Legislation. These parties agree that the

integration of the seniority lists of the Technician & Related Employees of Delta Air Lines and

Northwest Airlines has been conducted in accordance with the parties' obligation under the

McCaskill-Bond Seniority Integration Legislation, Public Law 110-161, Div. K, Title I, 5 117

("McCaskill-Bond"). This legislation requires that provisions shall be made for the integration

of seniority lists in a fair and equitable manner pursuant to Sections 3 and 13 of the Allegheny-

Mohawk Labor Protective Provisions (as published at 59 C.A.B. 45) in certain airline mergers,

including, where applicable, agreement through collective bargaining between the carrier and the

representatives of the employees affected. Pursuant to McCaskill-Bond, Northwest and Delta are

both "covered air carriers" and the acquisition of Northwest by Delta is a "covered transaction."

       2.      Designated Merger Committees. Pursuant to McCaskill-Bond, (a) the

undersigned representatives of the Technician & Related Employees fiereinafter "Delta

Technicians and Related") employed by Delta as of October 29,2008 have been designated to

act as a Seniority Integration Committee on behalf of Delta Technicians and Related; and (b) the

undersigned representatives of the Mechanics and Related Employees of Northwest (hereinafter

"Northwest Technicians and Related") employed by Northwest as of October 29, 2008, have

been designated by the certified collective bargaining representative of the Northwest

Technicians and Related employees, the Aircraft Mechanics Fraternal Association, to act as a

Seniority Integration Committee on behalf of Northwest Technicians and Related.
                                                                                         Page 2 of 6

         3.     Seniority Integration Process. In accordance with the parties' obligation under

McCaskill-Bond, the designated seniority integration committees and Company representatives

have met and conferred about the subject of seniority integration, have reviewed the respective

seniority lists and practices related to use of seniority, and have determined that the fair and

equitable integration of seniority lists will be accomplished in the following manner:

                A. Alignment of Classifications. The parties have agreed that Northwest

Technician and Related classifications shall be aligned for purposes of seniority integration with

the existing Delta Technician and Related classifications as follows:

                          Delta Technicians & Related            Northwest Technicians & Related
                              Senior Instructor                       No equivalent employees
    Classification 1
                              Instructor ~ e v e l o ~ e r '
                              Lead InspectorlInspector                  Lead InspectorIGeneral
    Classification 2
                                                                        Inspector
                              Maintenance Inspector                     Lead ~ e c h n i c i a n ~
                              Lead Aviation Maintenance                 ~echnician~
                              Technician (LAMT)                         Lead Parts-Materials Inspector
                              Aviation Maintenance                      Parts-Materials Inspector
                              Technician (AMT)
                              Lead Ground Maintenance
    Classification 3
                              Technician (LGMT)~
                              Ground Maintenance
                              Technician (GMT)~
                              Lead Aviation Maintenance
                              Surface Coat Technician
                              (LAMSCT)

' Current Active Delta Senior Instructors and Instructor Developers are merit position and
Classification 1 exists only for recall purposes in the event those positions are returned to a scale
position.
 Current Active Lead Ground Maintenance Technicians and Ground Maintenance Technicians
(GMT) are not assigned to the Delta TechOps Division and there are no equivalent GMT
employees at Northwest.
 Lead Technicians include Facilities Lead Technicians which are not assigned to the Northwest
TechOps Division. There are no equivalent employees at Delta.
4
 Technicians include Facilities Technicians which are not assigned to the Northwest TechOps
Division. There are no equivalent employees at Delta.
                                                                                        Page 3 of 6


                         Delta Technicians & Related            Northwest Technicians & Related
                             Aviation Maintenance
                             Surface Coat Technician
                             (AMSCT)
                             Lead Aviation Maintenance
                             Paint Technician (LAMPT)
                          .  Aviation Maintenance Paint
                             Technician (AMPT)
                          .  Lead Shop Equipment
                             Technician (LSET)
                             Shop Equipment Technician
                             (SET)
                             Lead Machinisthlachinist
                             Lead WelderIWelder
                          .  Aircraft Support Mechanic
                             (ASM) (formerly Technician
                                                                      Support Technician

  Classification 4           Helper)
                             Ground Maintenance
                             Mechanic (GMM)~
                             Tool Room Supply                     .   No equivalent AMFA-
                             Attendant                                represented employees6
  Classification 5
                             Lead Supply Attendant
                             Supply Attendant
                             Lead Maintenance Utility                 Lead Cleaner
                             Employee (LMUE)                          Cleaner
                             Maintenance Utility                      Lead Custodian

                          .  Employee (MUE)
                             Lead Maintenance Utility
                                                                  .   Custodian

  Classification 6           Employee 1 (LMUEI)
                             Maintenance Utility
                             Employee I (MUE1)
                             Lead Aircraft Interior
                             Cleaner
                          .  Aircraft Interior Cleaner
                                                                      No equivalent AMFA-
                             Lead Store Utility Employee
                             (LSUE)                                   represented employees4
  Classification 7
                             Store Utility Employee
                             (SUE)



  Current Active Delta Ground Maintenance Mechanics (GMM) are not assigned to the Delta
TechOps division and there are no equivalent GMM employees at Northwest.
h t o c k clerks at Northwest are represented by the IAM and the integration of their seniority with
their Supply Attendanustore Utility Employee counterparts at Delta will be addressed separately.
                                                                                           Page 4 of 6

               B.      Technician Length of Service. The parties have agreed that the

respective Seniority lists of (1) Delta Technicians and Related and (2) Northwest Technicians

and Related in Classifications 2 and 3 shall be integrated using a Technician Length of Service

("TLOS") policy. The TLOS seniority dates of pre-merger Delta employees were established

using Delta TLOS policy. The TLOS seniority dates of pre-merger Northwest employees were
                                                                                                    7
established using pre-merger NWNAMFA Seniority lists and adjusted by Delta TLOS policy.

The TLOS seniority date, as reflected, established, and verified on the integrated lists attached as

Exhibits 1 and 2, shall, pursuant to paragraph 5 below, be used for all purposes of competitive

seniority in accordance with Delta policies.

       C.      Company Length of Service. The parties have agreed that the respective Lists of

(1) Delta Technicians and Related and (2) Northwest Technicians and Related in Classification 4

shall be integrated using Company Length of Service, ("CLOS") also defined as the "last date of

hire". The CLOS seniority date, as reflected, established, and verified on the integrated list

attached as Exhibit 3, shall, pursuant to paragraph 5 below. be used for all purposes of

competitive seniority in accordance with Delta policies.

       D.      Copies of Integrated Lists. Copies of the integrated Technician & Related

seniority lists for each classification which result from this agreement are enclosed as

Attachments 1-3. These lists are final and binding, except for corrections pursuant to paragraph

4 below.


  Effective January 1,2009, upon promotion to AMT, a former ASMISupport Technician will
receive full credit for TLOS for time in the ASMISupport Technician position, said policy being
effective as to both pre-merger Delta and Northwest Technicians and Related. Additionally,
adjustments will be made to the TLOS seniority of pre-merger ASMsISupport Technicians
promoted to AMT since May 2,2005, to make them whole in accordance with the January 1,
2009 policy change.
                                                                                                Page 5 of 6


             4.      Process for Correction of Errors. Any Technician & Related employee who

      believes that data relating to his or her date of entry into a Technician & Related classification

      has been listed in error on the integrated seniority lists may file a protest of the alleged inaccurate

      listing at any time within thirty (30) calendar days of the published date of this agreement. Any

      such protests will be considered and resolved by a joint committee of the undersigned parties, or

      their designees, within ninety (90) calendar days from the date of signing of this agreement.

             5.      Effective Date & Implementation. The integrated Technician & Related

      seniority lists which result from this agreement shall be effective upon date of signing, subject

      only to limitations in operational integration.



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Exhibit S
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  Internal Memorandum
  Date:       November 19, 2008
  To:         Delta Merit Employees Worldwide
  From:       Rob Kight, Vice President - Compensation, Benefits and Services
  Subject:    Rob Kight Memo: New Merit Pay Structure

  In the past few months, we have carefully reviewed the compensation systems in place at Delta for “merit” employees
  and at Northwest for “salaried” employees and have developed a new merit pay system for the new Delta. This system
  will determine both the range of base pay applicable to each job, the level of “at risk” compensation and other factors as
  well. Our goal for this system is simple – pay employees in a market competitive fashion, differentiated by individual
  performance and aligned with Delta’s business goals.

  Since 2003, Delta merit employees have had job-specific market targets within a competency code. Northwest salaried
  employees have historically been part of a pay grade structure.

  For the new Delta, we will be introducing a numerical job grade structure with broad salary ranges. Our new structure will
  have 9 pay grades or levels, numbered 3-11, each with a minimum and maximum salary associated with it. All grades
  other than Grade 11 will participate in both the Profit Sharing and Shared Rewards programs. Grades 8, 10 and 11 will
  also participate in the Management Incentive Plan. Current Delta jobs were converted from an individual salary range
  and competency code to pay grade based on the current market-based pay target, organizational reporting relationships
  and responsibilities in the new organization. Current Northwest jobs were assigned to the most appropriate grade in the
  new structure based on current midpoint and organizational reporting relationships. The attached fact sheet provides an
  overview of the new compensation system.

  The new system is generally effective January 1, 2009 with employees being moved into it as the talent selection process
  is completed at each level. Movement into the new system will not, in and of itself, impact your individual salary. Those
  who receive promotions during the talent selection process will be considered for promotional increases at the time those
  decisions are made and merit employees will be eligible for the recently announced merit pool on April 1, 2009. Due to
  the expansion of the salary range, the historic meaning of compa-ratios - where your salary lies in relationship to the
  midpoint or market target - will have less impact on future salary decisions. Instead, in future merit pools, managers will
  have more flexibility to recognize sustained high performance through salary growth tied less to where pay stands within
  the broad range and more to individual performance.

  In the coming months, leaders will be sharing more about individual placements in this new grade structure as the talent
  selection process is completed at the next levels. Moving all merit and salaried employees onto a common system,
  aligned with business goals and highly focused on high performance will help us take advantage of the tremendous
  opportunities ahead.

                          The Resulting U.S. Based Structure - Monthly/Yearly Salary Ranges


   Grade       Monthly Minimum              Yearly Minimum            Monthly Maximum               Yearly Maximum
   3           $1,912                       $22,944                   $3,688                        $44,256
   4           $2,300                       $27,600                   $4,500                        $54,000
   5           $2,800                       $33,600                   $5,400                        $64,800
   6           $3,300                       $39,600                   $6,500                        $78,000
   7           $4,025                       $48,300                   $7,875                        $94,500
   8*          $4,025                       $48,300                   $7,875                        $94,500




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   9         $4,875                $58,500              $9,525                 $114,300
   10*       $4,875                $58,500              $9,525                 $114,300
   11*       $6,200                $74,400              $12,000                $144,000




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Exhibit T
DocumentPrint                                                                                                       Page 1 of 2




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  Internal Memorandum
  Date:       January 28, 2009
  To:         Delta Colleagues Worldwide
  From:       The Corporate Leadership Team
  Subject:    CLT Memo: Update on Alignment of Pay and Benefits

  Today we are publishing to salaried employees at Northwest a memo and detailed integration plan that describes how we
  will complete the alignment of pay and benefit plans within the merit and salaried group. Check the Pay and Benefits
  Integration site from the Employee Connection on DeltaNet for copies of the referenced information or click here to go
  straight to the page. This represents another step toward getting all workgroups fully aligned in terms of seniority
  integration, pay and benefit plans and programs, and work rules. The quicker we accomplish this across the company,
  the quicker we can all benefit from fully realizing the opportunities that come from putting these two great companies
  together.

  Our goal is to provide compensation and benefit plans and programs that strengthen Delta as a great place to work for
  our employees. We are working to incorporate elements that are in place today at both Delta and Northwest to ensure
  that we provide employees an overall compensation and benefit package that is competitive in the industry and provides
  great tools and real flexibility in how employees manage benefit needs for themselves and their families. At this point, we
  are limited as to our ability to accomplish this goal in employee groups where representation issues are yet to be
  resolved. Resolution of representation issues will allow us to move forward in aligning pay, benefits and work rules in all
  employee groups.

  To date, we have outlined enhancements that are coming this year to Delta’s pay scales, Paid Personal Time program,
  Basic Life benefits, and our 401(k) plan with the new Financial Engines services. Last week, the CLT shared our plans to
  ensure employees will share in the success of our combined company as quickly as possible and that we will now benefit
  from our successes as a collective team. To review the related announcements, check the Pay and Benefits Integration
  site from the Employee Connection section of DeltaNet or click here to go straight to the page.

  In the fact sheet being released to Northwest salaried employees today, a few items are addressed that we would
  like to share with you here:

  MORE CHOICES FOR US-BASED ACTIVE MEDICAL COVERAGE IN 2010

  Delta is committed to providing a choice of plan designs, premiums and coverage. During the annual open enrollment
  period this fall, participants in Delta’s Account Based Health Care Plan will have more choices for medical coverage that
  will take effect January 1, 2010. In all, there will be five different plan designs from which to choose. In addition to the
  four-account based medical options in place in Delta’s plan today, we will be adding a new PPO option to the Delta plan
  for 2010. This new option will have the same levels of deductibles, co-pays, co-insurance and out-of-pocket maximums
  as in the single option under the Northwest plan in place today and will generally be very similar to that plan design in
  virtually all respects.

  UPDATE ON ALIGNMENT OF PAY AND BENEFIT

  Much more information will be available about all these options later this year as we get into our open enrollment
  communications process. For more details on Delta’s medical plan and other insurances, please visit the My Health &
  Insurance site from the Employee Connection section of DeltaNet.

  INTEGRATED PASS POLICY WILL LAUNCH THIS SUMMER

  Cross-divisional teams are hard at work getting ready to launch a common pass travel policy this summer that will apply
  to all employees and retirees. The integrated pass policy will represent some blending of the current policies in place at




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  Delta and Northwest today – however, it will primarily maintain current Delta policies at its core.
  While additional details on the combined policy will be available in the coming weeks, here are some highlights:

  Boarding Priority
  All employees will receive the same treatment for boarding priority based on date of hire – regardless of job classification.
  The current Northwest policy which differentiates between management and contract job classifications will no longer be
  in place in the integrated pass policy.

  Annual Activation Fee
  All employees will be charged a flat activation fee to use Pass Travel privileges each year. Since its inception, Delta’s
  activation fee has been $50 per employee per year – regardless of the number of pass riders you may have. Contract
  employee service fees for first class travel will be eliminated, as will the service fees for retirees.

  New Eligible Pass Rider Types
  Delta’s current pass rider eligibility will be expanded to include Opposite Sex Domestic Partners and up to four parents
  per employee (includes stepparents and biological parents). In addition to maintaining these pass rider types, Northwest
  employees will also be eligible to add Non-Dependent children to their eligible pass rider list.

  Additional information on the integrated pass policy will be provided in the coming months leading up to the launch. Until
  that time, the Fly Together program will continue in place, as will the separate pre-merger pass travel policies and
  systems.

  For up-to-date information on the integration progress, as well as additional documents detailing the pay and benefit
  programs in place at Delta, please visit the Pay and Benefit Comparison site available from the Employee Connection
  section of DeltaNet.

  We are committed to keeping you informed about these decisions that affect employees during the integration process. If
  you have additional questions, feel free to talk with your leader or division HR professional. Thank you for all you are
  doing to make this integration a success and to make Delta a great place to work.




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Exhibit U
              2010 TRANSITION TO DELTA DENTAL OF MINNESOTA


Q1       What is changing?
A1       Effective January 1, 2010, Delta Dental of Minnesota, the current dental administrator in place at Northwest,
         will become the network and claims administrator for the dental options currently administered by MetLife
         Dental and Delta Dental.

Q2       Why was Delta Dental selected as the dental administrator for 2010 instead of MetLife?
A2       Delta Dental has a very large national network. In fact, three out of four dentists participate in a Delta Dental
         network. If you choose to receive your care from a network dentist, you and Delta will benefit from much
         better network discounts. Because they have such a large network, it will be much easier for our employees
         and their family members to access a network dentist and receive the benefits of the network discounts.

Q3       Does Delta Dental have any affiliation with Delta Air Lines?
A3       No, there is no affiliation between the two companies.

Q4       Am I required to seek services from a dentist in the Delta Dental network?
A4       While you are free to use any dentist you wish and still have plan coverage, because of discounted fee
         arrangements with Delta Dental you will generally save money when services are received from a dentist who
         participates in the Delta Dental network. More details are in the answer to Q5.

Q5       What are the advantages of using a Delta Dental participating dentist?
A5       A Delta Dental participating dentist (member of Delta Dental PPO network or Delta Dental Premier network)
         is a dentist who has signed a participating and membership agreement with Delta Dental. Advantages to
         seeing a Delta Dental PPO or Delta Dental Premier network dentist include:

            – Network Discounts – With a network dentist, you will receive the benefit of receiving network
              discounts for eligible services. You won’t be billed for the difference between the actual procedure
              charge and what the network discount is. When you receive care from a non-network dentist, you are
              responsible for entire charge.
            – No paperwork – When you use network dentists, there’s no paperwork. Dentists bill Delta Dental, and
              Delta Dental pays them directly. You receive an explanation of benefits detailing your financial
              responsibility for any deductible or coinsurance amounts.

         Three out of four dentists in America are in Delta Dental’s networks.

Q6       Is my current MetLife dentist in the Delta Dental network?
A6       Many of the MetLife dentists across the United States also participate in the Delta Dental network. In fact, of
         the MetLife in-network dental visits by pre-merger Delta employees in 2008, 97% of those visits would have
         been in the Delta Dental network. Of the out-of-network visits by pre-merger Delta employees, approximately
         45% would have been in the Delta Dental network. If you are not yet a Delta Dental participant and you’d like
         to see whether your current dentist participates in Delta Dental network visit www.DeltaDental.com. Select
         the Looking For A Dentist link in the center of the page link then complete the search form choosing Delta
         Dental Premier in the Product Selection area.

Q7       What happens if I’m in active orthodontic treatment with my MetLife dentist when we transition to Delta
         Dental on January 1, 2010? What if my dentist isn’t a part of the Delta Dental network and I’m in active
         treatment?
A7       You will not have to change dental providers to continue receiving benefits. Delta Dental will process
         orthodontic claims and pay benefits according to the plan’s maximum benefit. More information about this
         will be available later this year as we continue to communicate the healthcare strategy for 2010.




Page 1                                              July 2009
Exhibit V
                  2010 TRANSITION TO METLIFE & THE PRUDENTIAL


Q1       What is changing?
A1       Effective January 1, 2010, MetLife will administer Basic Life and Optional Life Insurance options. The
         Prudential will administer Group Accident and Private Pilots Accident Insurance options.

Q2       Will I need to submit a new beneficiary designation form as a result of the transition to new
         administrators in 2010?
A2       No. Beneficiaries that are on file for your Basic and Optional Life Insurances, as well as Group
         Accident and Private Pilots Accident Insurances will be transitioned to Delta’s new insurance
         administrators (MetLife for Life Insurance and The Prudential for Group Accident/Private Pilots
         Accident Insurance) for the January 1, 2010 launch of services. Employees who are currently
         enrolled in coverage and would like to make a change to their beneficiary on file through the end of
         the year should continue to update their current beneficiaries by following the normal process in
         place today with their current administrators.

Q3       Will I have to complete the evidence of insurability process in order to continue my optional
         insurances in 2010?
A3       No. We want to make is easy for you to retain your current level of coverage – evidence of
         insurability will only be required if you wish to increase your coverage (as is currently the case at
         Delta and Northwest). Remember, that the evidence of insurability process is not required for
         Group Accident Insurance coverage.




Page 1                                           July 2009
Exhibit W
                       2010 TRANSITION TO UNITEDHEALTHCARE


Q1       What is changing?
A1       Effective January 1, 2010, the healthcare administrator for all medical options offered to pre-merger
         Delta and pre-merger Northwest employees will be UnitedHealthcare.

Q2       Why did Delta select UnitedHealthcare as our medical plan administrator?
A2       Here are some of the main considerations that were used in making this determination:

            – Network access and availability – When you consider the specific ZIP Codes where the
              combined population of employees live, UnitedHealthcare’s network provides the broadest
              possible coverage. Of the “big four” health plan administrators - which are UnitedHealthcare,
              Aetna, Cigna, and Blue Cross/Blue Shield - UnitedHealthcare has one of the largest national
              networks of health care providers available, with over 4,800 hospitals and 500,000 health
              care professionals. For employees residing in Minnesota, North Dakota, South Dakota and
              Wisconsin, UnitedHealthcare offers seamless access to the Medica Network which has more
              than 200 hospitals, thousands of clinics and nearly 27,000 health care professionals in
              addition to the broad UnitedHealthcare network. For Delta’s mobile population, network
              availability and access are of primary importance.
            – Network discounts – not only does UnitedHealthcare have one of the largest national
              networks, but they also have the best network discounts for Delta’s geography. Network
              discounts are very important not only to Delta, but also to employees and their covered family
              members. Whatever plan option you choose, better network discounts help keep your health
              care costs down while keeping Delta’s costs down, too. When employee and Delta costs are
              lower, this directly benefits employees by helping to limit annual healthcare premium
              increases. UHC’s superior network discounts have been an important factor in Delta’s ability
              to hold healthcare premiums flat the last four years.
            – Care management – UnitedHealthcare has an excellent integrated care management program
              administered by OptumHealth, a UnitedHealthcare company. Most other health plan
              administrators offer care management programs through a variety of resources that are not
              fully integrated with the health plan. Delta worked with UnitedHealthcare to develop a fully
              customized and integrated voluntary program that employs a group of UnitedHealthcare
              nurses entirely dedicated to Delta employees and dependents who wish to use the service to
              help them fully understand our benefits and programs. Care management support for cancer,
              chronic illnesses such as diabetes, heart disease, and asthma, as well as the Healthy
              Pregnancy Program are offered on a voluntary basis by dedicated nurse advocates that will
              work with the employee or family member to coordinate complex care. Beginning in 2010
              many other voluntary care management programs will be added to this list.
            – Online and Telephonic Support – UnitedHealthcare offers support to their members through
              many online and telephonic resources; some of these include Health Coaches, Wellness
              Coaches and Lifestyle Coaches. There are also helpful online tools such as the Health
              Assessment, Personal Health Record, and much more.

Q3       Did Delta choose UnitedHealthcare because Richard Anderson used to work there?
A3       No. The decision to consolidate health care administrators had nothing to do with Richard’s previous
         employment with UnitedHealthcare. UnitedHealthcare has been the primary national healthcare
         administrator for Delta since 2001, long before Richard was employed by UnitedHealthcare, and we
         have had a strong partnership with them throughout this time. Through the review we conducted



Page 1                                        July 2009
         earlier this year, they proved to be superior to BCBS with respect to administrative costs, network
         access, network discounts, as well as the additional programs and services they are able to offer our
         health plan participants. While Richard was an executive with UnitedHealthcare prior to coming to
         Delta, he has no current affiliation with the company.

Q4       Will I be able to keep seeing the same doctors I’m seeing now and still be in-network?
A4       For the vast majority of us, the answer is absolutely “Yes” and that is true whether or not you are
         pre-merger Delta or pre-merger Northwest. We looked at member access to providers, in general,
         as well as member access to their current providers when making this decision. For both BCBS and
         UHC, member access to network providers, in general, is fairly consistent and very high. However,
         we recognize that health plan networks do not completely overlap. When we examined pre-merger
         Northwest member access to their current providers in the UHC network, we found that of tens of
         thousands of visits to in-network providers approximately 91% of these visits would have been in-
         network with UHC. On the other hand, of the thousands of out-of-network provider visits these
         members currently have, approximately 55% will become in-network. Had we chosen any other
         administrator, the disruption would have been far greater.

Q5       How can I check whether my current BCBS Primary Care Physician (PCP) is in the UHC network?
A5       The substantial majority of the BCBS physicians across the United States are also providers in the
         UnitedHealthcare network. As we get closer to open enrollment you will have access to a provider
         search Web site that will have the combined UHC/Medica hospitals and health care professionals.

Q6       Will prescription drug benefit administration transition to a new vendor?
A6       Medco will remain the network and claims administrator for prescription drug benefits, as is the
         case today for pre-merger Delta and Northwest employees. However, the relationship Delta has
         with Medco is integrated with the health plan. In January 2010, pre-merger Northwest employees
         will access pharmacy and prescription services with one combined medical/pharmacy ID card just
         as pre-merger Delta employees do today. Prescription drug benefits will be accessed through one
         portal,
         www.myuhc.com. To help with the transition for pre-merger Northwest employees, Delta will work
         directly with Medco to transition open prescriptions to the current Delta group number.

Q7       Will I be required to have new prescriptions written for my current mail order maintenance
         medications?
A7       No, Delta will work with Medco to transfer your open refillable mail order prescriptions to Delta’s
         group number with Medco.

Q8       Are there any restrictions for pre-existing conditions with the administrator change from BCBS to
         UHC, effective January 1, 2010?
A8       No, Delta’s plans do not contain pre-existing condition provisions; therefore, your 2010 coverage
         will not be affected by pre-existing conditions.

Q9       What happens if I’m in active treatment for a serious condition under the BCBS PPO option when we
         transition to UHC on January 1, 2010? What if my doctor isn’t a part of the UHC network and I’m in
         active treatment?
A9       UHC has provisions for transition of care in the event a member is undergoing continuous treatment
         for a certain illness or condition. More information about this will be available later this year as we
         continue to communicate the healthcare benefit strategy for 2010.

Q10 What advantages does UHC bring to pre-merger Northwest employees?
A10 –     United Healthcare has been rated as one of the nation’s “Most Admired Health Care
          Companies” by Fortune Magazine, since 1994.


Page 2                                         July 2009
         –      Consumer Research Group (formerly CareData Reports) recently cited UnitedHealthcare for
                achieving the highest national overall member satisfaction rating among the leading
                commercial managed care health plans.
         –      UnitedHealthcare developed and implemented a program called Care Coordination which
                focuses on improving the quality of care by making it easier for patients to access health
                services. This new approach provides members a focused and specialized support system
                and keeps the decision-making power in the hands of patients and physicians. In this way,
                Care Coordination continues to preserve the integrity of the patient-physician relationship.
         –      UnitedHealthcare offers enhanced Web capabilities including access to check claim
                payment status, eligibility, benefit plan design, and health and wellness information through
                their member Web site www.myuhc.com.
         –      UnitedHealthcare’s Reciprocity rule allows participants to access other United HealthCare
                networks without paperwork or prior approval. This will benefit members that travel
                extensively, live in another UHC network city for part of the year, have dependent children
                attending school in another UHC network city, have dependents permanently living in
                another UHC network city or simply wish to seek treatment from a provider in another UHC
                network city.

Q11      Does UHC require me to designate a Primary Care Physician?
A11      While UHC does not require that you designate a Primary Care Physician, it is a good idea to
         establish a physician/patient relationship in the event that you or a family member need physician
         services later.

Q12      Does UHC require that I get a referral to see a specialist?
A12      No, referrals are not required when you visit a UnitedHealthcare network provider.




Page 3                                        July 2009
Exhibit X
Internal Memorandum
Date:       July 16, 2009
To:         All U.S.- based benefit eligible Delta colleagues
From:       Rob Kight
Subject:    Rob Memo: 2010 Consolidation of Health and Welfare Administrators

As is happening throughout Delta, a lot of hard work has been underway to consolidate processes and
programs that have been separate at Delta and Northwest. Doing so helps us all work together as one team.
In the HR area, recent examples include the launch of Employee Self Service (ESS) for premerger
Northwest colleagues, consolidation to a single administrator for our employee assistance program
(including enhanced worklife services for all), our family medical leave administration, and our workers’
compensation administration. Most recently, we launched our combined pass travel policy and TravelNet
system.

The quicker we complete integration efforts across the company, the quicker we can all benefit from fully
realizing the opportunities that come from putting our two great companies together. As with all other
integration activities, consolidating our benefit administrators for things like healthcare, dental, life insurance
and other benefits allows us to use our combined purchasing power as the premier global airline to negotiate
great deals and reduce both employee and company costs.

Over the past six months, we have completed a thorough review of the health and welfare administrators
currently in place at Delta and at Northwest and have selected the best in each category based on network
availability, customer service and overall cost. While the current administrators will not change for the rest of
the year, effective January 1, 2010, we will consolidate to a single administrator in each of these important
benefits areas. Of the five relationships that will continue, two will be with the administrator currently used by
Delta (medical and life insurance), two will be with the administrator currently used by Northwest (dental and
group accident/private pilots insurance), and for prescription drugs, the one where both companies use the
same administrator, the administrator will remain the same for all.

This integration of our administrators represents significant savings that will help hold down Delta’s
expenses of providing these important benefits and will help keep premium increases for 2010 lower than
they might otherwise have been.

The insurance carriers that have been selected to administer our combined health and welfare benefits as of
January 1, 2010, are as follows:

Health Care

UnitedHealthcare® and Medco, Delta’s current health plan administrators, have been selected to administer
the medical options, including prescription drug benefits that are currently administered by Blue Cross Blue
Shield (BCBS), UnitedHealthcare (UHC), and Medco. The primary considerations that went into selecting
UnitedHealthcare are:

    •      Superior network access – this means that based on the combined population of our employees
           and where they live, UnitedHealthcare provides greater in-network access to your current
           physicians and facilities than any other administrator we could have chosen
    •      Superior network discounts – this means that based on the combined population of our employees
           and where they live both our employees and Delta will pay less for the services we consume than
           with any other administrator we could have chosen
    •      In addition, UnitedHealthcare’s care management programs and other participant services for Delta
           are the best available in the healthcare industry. See the Q&A for more on the selection of
           UnitedHealthcare.

Dental
Delta Dental of Minnesota, the current dental benefit administrator in place at Northwest, has been selected
and will administer the dental options currently handled by MetLife and Delta Dental. Delta Dental has a very
large national network. If you choose to receive your care from a network dentist, you and Delta will benefit
from much better network discounts. Because they have such a large network, it will be much easier for our
employees and their family members to access a network dentist and receive the benefits of the network
discounts.

Life & Group Accident Insurances

MetLife, the current life insurance carrier in place at Delta, has been selected to administer the life insurance
options currently offered through MetLife and Minnesota Life. The Prudential, the current Group Accident
Insurance carrier in place at Northwest, has been selected to administer the Group Accident and Private
Pilots Accident Insurance options currently offered by The Hartford and The Prudential.

I know you have questions about these coming changes and we have developed a Q&A to answer some of
them now. Much more information regarding your benefit options and premiums for 2010 will be distributed
this fall, both to your home as well as on DeltaNet. You will also have the opportunity to attend an open
enrollment meeting, either live at one of several stations or via the Web. The schedule for these sessions
will be posted in the next couple of months. This information will lead you right up to Delta’s annual open
enrollment period later in the year, which will include an excellent on-line tool to help you make the right
selections for you and your family for 2010.

Thank you for all you do to make Delta a great place to work!
Exhibit Y
A MEssAGE FROM RIChARd ANdERsON
our new, integrated travel policy provides employees and retirees with one of the most generous
nonrevenue pass travel programs in the industry, on the largest, most comprehensive route
network in the world. Combined, this program will extend to more than two million pass riders
worldwide who will fly more than six million flight segments each year.

our integration teams have been working on the new policy since last summer with the goal of
incorporating the best elements of both travel programs. employee feedback, using tools like
focus groups and surveys, has been important throughout this process.

also complementing the new travel policy is the re-launch of the TravelNet Web site, which will provide all employees
and retirees with a unified travel tool that is easy to understand. it has taken a tremendous amount of technology
behind the scenes to get this system ready and overall this integration effort represents a $1.8 million investment in
delta people.

We want to be sure that all eligible travelers are ready for the June 23, 2009 launch of our new travel policy and
redesigned TravelNet system. Here are some quick things you can do to get ready for the transition:
• Please take a moment to review          • log on to employee self-service         • if you currently have standby
  this guide and learn how delta’s          to add any new pass riders ahead          listings for travel after June 23,
  pass travel program can work for          of time, so they can be ready to          please log in to TravelNet anytime
  you and your family.                      start traveling when the new policy       after June 23 to re-list for your
                                            launches.                                 flights using the new standby codes
• Complete the TravelNet tutorial
                                                                                      detailed in this brochure.
  that is posted on the employee          • Print a Pass Travel Pocket Card for
  Connection to prepare for the new         each of your eligible pass riders
  system.                                   so that they can reference this
                                            important information on the go.

don’t forget to share this important information with your eligible pass riders and make sure they are also prepared for
the transition to the new travel policy. as always, it is your responsibility to ensure that any pass rider connected to you
— including anyone using your Buddy Passes — uses this benefit appropriately, exercises good judgment and follows
delta policy. as an airline, our primary mission is to deliver paying customers to their destination safely, on-time and
with their bags. We count on your professionalism to achieve that goal and to ensure that nonrevenue travelers never
distract us from that mission.

our integrated pass travel program will mark another important milestone of our merger and further unites our
workforce as one Great Team running one Great airline.




ChIEF ExECuTIvE OFFICER
Exhibit Z
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 Internal Memorandum
 Date:       April 23, 2009
 To:         Delta Colleagues Worldwide
 From:       The Corporate Leadership Team
 Subject:    CLT Memo: Integrated Pass Policy Coming June 23, 2009

 Pass travel privileges are one of the most important perks that we all enjoy as airline employees. For many of us, pass
 travel was what attracted us to this industry and this airline. With the launch of our integrated pass policy this summer,
 employees will benefit from one of the most generous nonrevenue pass travel programs in the industry, with the largest,
 most comprehensive network of routes in the world.

 The integrated pass policy will represent some blending of the current policies in place at Delta and Northwest today –
 however, it will primarily maintain current Delta policies as its core. Last month, we announced three primary components
 of this new policy:

        Boarding priority will be consistent with Delta’s current policy - based on employment date, without regard to
        employee classification. Northwest’s current policy has different boarding priorities for management and contract
        job classifications. We believe Delta’s long-standing policy provides the best opportunity for all employees to
        enjoy pass travel.
        Taking the best of both policies by expanding pass rider eligibility to include opposite-sex domestic partners,
        stepchildren (that do not reside in your home but who are considered tax dependents) and up to four parents per
        employee (including stepparents, not in-laws). When combined with eligibility for nondependent children (new for
        pre-merger Northwest employees), you will have more opportunities to share your travel privileges with family
        members than anyone in the industry.
        Lastly, all employee travel segment fees will be eliminated. Instead, employees and retirees will pay a flat, $50
        annual pass activation fee for complete space-available travel access to the economy, first class and
        BusinessElite cabins of all aircraft – both mainline and connection flights. This low, once-a-year fee also covers all
        other authorized pass riders on your account - no matter how many - and allows for access to your buddy pass
        allotment.

 It takes significant technology systems to operate our pass travel programs so that they are efficient for employees and
 cause the least amount of distraction possible for our airport customer service and reservations sales employees. We are
 investing $1.8M in technology to support our employee travel system, and while the majority of our policies will be
 integrated on June 23, due to system constraints, some details of our pass policy will not be aligned until full inventory
 integration in 2010. This announcement outlines the major policy changes at a high level. For more details, be sure to
 check out the Pass Policy Side-By-Side, which provides a comparison of the new policy with those policies currently in
 place at Delta and Northwest, as well as the Pass Policy Fact Sheet that describes the basic elements of the pass
 policy that will roll out this summer.

 New, streamlined travel experience
 With the launch this summer, the current paper ticket processes associated with the Fly Together program will be
 eliminated and travel on both Delta and Northwest flights will follow the same policies.

 TravelNet, the system that Delta employees use today for leisure and company business travel, will re-launch as the
 single Web site for travel on all Delta and Northwest flights with a brand new look and feel. It will include a number of
 improvements that will make it easier for you to use your privilege with the least impact on serving our paying customers.

 Some details of the travel process will differ for Delta and Northwest flights until inventory integration in 2010 because
 they require a single reservation system - Deltamatic; however, all employees will benefit from this streamlined travel
 experience that will support Web-based flight availability and listings. We want to be sure that you’re ready for this
 change, and many more communications will be distributed to all employees as we approach the re-launch of the new
 system.




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 Expanded discounts and flight days
 In place of Delta’s current Family Fares program, we’ll put in place the Fly Confirmed discount programs, which will
 provide a 20% discount on confirmed tickets for leisure travel, but also may provide an even deeper discount with
 additional restrictions for eligible travelers. To further recognize our international footprint, Delta will remove the current
 18 day flight day limit for transoceanic travel and eligible employees will be allowed unlimited free travel anywhere Delta
 flies. In addition, pass travel for Delta’s Ready Reserve workforce will be expanded to provide unlimited free S3 priority
 travel system-wide. Parents will pay a $75 service charge when applicable for transoceanic travel as they do today under
 current Delta policy.

 Retiree travel
 Pre-merger Northwest retirees will see a number of enhancements as a result of the integrated policy. In addition to the
 elimination of segment fees, retiree travel will include travel for nondependent children, travel companions, and parents,
 as well as Buddy Passes.

 Buddy pass changes align with industry
 Employees at Delta and Northwest currently enjoy sharing their travel privileges with their family and friends through the
 Buddy Pass program. Oftentimes though, passengers who use buddy passes would have otherwise purchased a
 confirmed ticket at a higher fare. Overall, this program is a cost to Delta, and since 15% of every dollar we make goes to
 you in the form of profit sharing, it’s a cost to you as well. In addition, and particularly in some popular markets, the
 volume of Buddy Pass riders poses serious operational challenges in our airports, particularly when inexperienced pass
 riders are traveling unaccompanied and not familiar with the nonrevenue travel processes. Therefore, we will implement
 a few changes designed to balance the value you place on this privilege with the cost and impact that this program has to
 the operation.

        Delta’s Buddy Pass fares are the lowest in the industry and have been increased only once in the 13 years this
        program has been in existence. On June 23, Delta’s Buddy Pass fares will increase to better align with the
        industry and riders will no longer be charged the separate fuel surcharge.
                These changes will result in net cost increases (after elimination of the fuel surcharge) in the range of
                10%-35% for domestic travel and up to 13% for transoceanic travel on average, depending on the specific
                market.
                Even with these changes, Delta’s average Buddy Pass fares will remain lower than the current average
                fares in place at Northwest for domestic travel and lower than average Buddy Pass fares at most of our
                competitors.
                In the future, we will continue to monitor and update our Buddy Pass fares relative to our overall fare
                structure. The cost of our reduced rate yield-fare tickets, used by nondependent children and Travel
                Companions, will remain unchanged.
        Buddy Pass riders will be charged the same travel fees as our revenue customers including fees for the first and
        second checked bag, pet fees, etc.
        All new international stations will embargo Buddy Pass travel for a one-year period to allow the local station team
        to focus on our revenue passengers, while familiarizing themselves with our pass policies.
        Employees hired on or after April 23, 2009, must complete one year of service before being eligible to receive an
        annual Buddy Pass allotment.

 We will maintain the long-standing Delta policy of allowing buddies to travel unaccompanied. This decision highlights our
 trust in you and the responsibility that each of us has to ensure that Buddy Passes are being used only by family and
 friends and for pleasure travel. It’s always the employee’s responsibility to ensure the Buddy Pass rider is familiar with
 the nonrevenue pass travel etiquette, and that the passes are purchased at the price quoted in TravelNet. It is never
 allowed for employees to make a profit by selling Buddy Passes.

 Elevated priority on Delta Connection carriers
 Delta mainline employees will further benefit from the merger by having a higher boarding priority than Connection
 Carrier employees on all mainline flights and an elevated priority on certain connection carrier flights. For more details on
 the boarding priorities for Connection Carrier Travel, please reference the Pass Policy Side by Side.

 As we have worked to integrate the policies and processes from two great traditions, we have gathered input from many
 employees from both Delta and Northwest. There will be numerous changes for employees from both pre-merger carriers
 associated with this summer’s launch, and we want to make this transition as easy as possible for you and your family
 members. Expect to see a series of more detailed communications about the pass travel policy, as well as training on
 how to use the new TravelNet, as we get closer to the date of our program launch.

 Thanks for all you are doing to make the integration of our two carriers a success. Together, we are building One Great
 Airline, ready to win.




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 See Also:
 Pass Policy Side-by-Side
 Pass Policy Fact Sheet




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