DALPA NEWS                         


March 17, 2008

Dear Fellow Pilot,

The intensity of media reports related to Delta’s role in consolidation has increased substantially over the course of the past several weeks, many with quotes attributed to "sources familiar with the talks."

During this period, I have declined to speak to the media because it would not have been in the interests of the Delta pilots to do so. In the same vein, as an MEC we have been necessarily brief and general in the communication we have provided to the pilot group because anything we provided would have almost immediately made its way to the media which might well have been detrimental to the Delta pilots. Additionally, Security Exchange Commission laws and confidentiality agreement restrictions limit what can be said.

This has been frustrating to many pilots, and it is time to provide you with an update of what has recently taken place keeping in mind the continuing restrictions we find ourselves under.

Under the direction of the Delta MEC, the MEC administration, including the extended committee structure, has been meeting with counterparts from another MEC in an attempt to provide the pilots of both carriers with an alternative to the traditional merger process should the two carriers elect to merge. Today, I can report that while much was accomplished during a relatively short period of time, we have been unable to reach an agreement on a seniority list integration.

Throughout Delta’s bankruptcy and beyond, our goal has been to work for a financially viable airline that will provide the Delta pilots with pay, benefits and a retirement commensurate with the responsibility and experience we bring to the cockpit. Anger, fear and denial of the economic environment that surrounds us are not strategies that will achieve that goal; they are emotional reactions. Instead, the MEC has pursued every opportunity to aggressively engage Delta’s senior executives, legislators at all levels of our government, the financial community and any other parties who might have an effect on our careers as Delta pilots. As discussions of industry consolidation intensified last fall, your MEC’s engagement in this arena intensified as well.

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Over the past several months, we have been consistent in our consolidation message, a message that continues to be overwhelmingly supported by input we receive from line pilots through Wilson Polling, LEC meetings, hundreds of e-mails and direct contact with the pilot group. We have made it clear to every interested party that for any proposed merger to possibly draw our support, it would:

�� Require the involvement of the pilots from the earliest formative stages of the process

�� Provide meaningful protections and added value to the pilots for their participation as stakeholders in the process

�� And most importantly, produce an even stronger and growing airline that will vigorously and successfully compete in the domestic and international marketplaces for years to come

Much to the surprise of the pundits, financial analysts, and some of the more vocal critics within our own ranks, we made ourselves relevant in a process where labor has historically been excluded. Earlier this year, Delta’s senior executives approached your MEC to advise us of their intent to seek the Delta Board’s approval to enter merger discussions with one or more carriers and to include the MEC in the process. The Delta MEC immediately began to implement the unprecedented strategy we had been developing for months, fully prepared to either support or oppose any proposed merger depending upon the particular circumstances and the outcome of our own analysis.

As merger preparations progressed at the corporate level, the Delta MEC executed its strategy which included reaching out to the MECs of the carriers that might be involved in a potential merger with Delta. Delta management shared their confidential merger analyses for various scenarios with the Delta MEC, and the MEC was able to independently validate the analyses.

Soon, it became apparent that Delta would focus its interests on one major carrier. This scenario had the potential, under the right set of circumstances, to draw our support.

Since January, and under the direction of the respective MECs, committees from the ALPA MECs of both carriers have been meeting in an effort to provide the pilots of both carriers with an alternative to the traditional merger process. Our intent was to accomplish what has never before been done in our industry—reach a three-party agreement between two MECs and management in advance of any corporate merger announcement. If an agreement could be reached, each MEC would decide independently whether or not to adopt the agreement which would include terms to protect the flying of each pilot group during the transition to a single carrier; a joint pilot contract, subject to membership ratification, which would take effect at the close of the corporate transaction; and a fair and reasonable integrated seniority list which would also become effective at the close of the corporate transaction.

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As I wrote in my last letter, labor integration issues are often an extremely difficult and contentious part of traditional mergers. As a result, when and if such mergers are eventually completed, many of the corporate synergies originally envisioned are unable to be fully realized or at least significantly delayed. A labor agreement in place ahead of a merger announcement would provide substantial value and flexibility to the merged corporation. In exchange for making this ground-breaking concept a reality, the combined pilot group would receive significant contractual improvements and an equity stake in the merged corporation.

Committees from both MECs worked diligently through many long days, over weekends and through holidays in an effort to reach an agreement on a joint pilot contract and an integrated seniority list.

During the third week of February, the Negotiating Committees of both MECs and management were able to conclude negotiations on a joint pilot contract subject to approval by both MECs and membership ratification by both pilot groups. The contract would have provided significant improvements to the current contracts of both pilot groups in the areas of pay, sick leave, defined contribution plan percentages, and included furlough protections. In the area of pay, for example, during the term of the joint agreement, the pay rates would have increased so as to not only eliminate the pay rate concessions of Letter 51, but also gain ground on the pay rate concessions of Letter 46. As another example, the DC Plan percentage contribution would have increased by 33 percent. The joint contract would also have provided the Delta pilots with a voting pilot director position on the Delta Board of Directors at the front end of the merger and codified the terms for pilots to receive an equity stake in the merged corporation.

With the remarkably successful results achieved by the Negotiating Committees and terms of the pilot equity in place, the one unresolved element of the overall package was the integration of a joint seniority list.

In a traditional merger scenario, it is common for each Merger Committee to enter negotiations in a very adversarial role with negotiating positions that are very far apart as they posture for the benefit of their pilot group. In a successful negotiation, over time, both parties will find common ground and reach a solution that represents a compromise between the two positions. Almost always, however, the process ends in an abdication of leadership and subsequent binding arbitration.

We were not, however, in a traditional merger scenario. We were breaking new ground and held before us a unique opportunity, but the window for that opportunity was narrow and not able to accommodate either the lengthy timeline or the adversarial relationship of the traditional approach. With that in mind, we approached the negotiating table not at an extreme, but in the middle; not adversarial, but cooperative. We presented a rational and fair integration method that would have provided all pilots of the merged corporation with a post-merger relative seniority very close to that of their respective pre-merger relative positions and included an innovative method of preserving premium flying

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positions for both pilot groups going forward many years. The other committee took a different approach.

As negotiations continued and with every other element of the package in place, I convened the MEC in special session in New York in late February to update them on the progress and to have them in place in anticipation of an agreement on an integrated seniority list. If an integrated list were to be achieved, all the elements of the overall package would be complete, and the MEC would have all the information they needed to make an informed decision.

Unfortunately, we reached the point where it became clear that our "middle ground" position would not be met by the end of the New York meeting. After every reasonable effort on our part to reach a fair, rational and reasonable integrated seniority list failed, I called our extended team together. I thanked them for their innovative and tireless efforts on behalf of the pilots of both airlines. Then I asked them to pack their bags and go home. While we would remain open and willing to engage further if there were reason to believe movement on the seniority list integration would take place, their work at that point was done.

Next, I asked the MEC for a motion to adjourn. Without an integrated seniority list, there was no overall package to discuss, debate or on which to cast a vote. The motion was made to adjourn, seconded and unanimously passed. The MEC meeting was over and an opportunity, at least for the time being, was lost.

A short time after the MEC’s return from New York, several members of the MEC administration and I travelled to Washington at the request of the other MEC administration to resume seniority list integration discussions. Proposals were developed and exchanged which sought to address the unique needs of both pilot groups, but after several days, it became clear that the position of the other pilot group had not meaningfully changed, and therefore the on-again, off-again integration talks were suspended without substantial movement toward a middle ground agreement.

This weekend, I informed the MEC that I had received a communication from my counterpart at the other MEC. He indicated that while they were unable to address our last proposal, they were willing to discuss their last proposal further—a proposal that in our team’s estimation would jeopardize the seniority and career expectations of Delta pilots. I declined and informed the MEC and Delta’s senior executives that the two MECs were unable to reach an agreement on an acceptable seniority list integration.

We have stated many times that while we are open to the right consolidation, we will not seek a transaction for transaction’s sake. Neither will we chase a transaction for transaction’s sake.

In summary, after months of arduous work by many dedicated pilots from both pilot groups, results were achieved in many areas that were nothing short of remarkable,

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especially in light of today’s industry environment. We were in a position to shatter the traditional merger mold as it relates to labor integration. But the only way to reach an agreement on seniority list integration would have been to abandon our middle ground position and sacrifice the seniority and career expectations of Delta pilots across the Delta seniority list. Not a single member of the MEC, the MEC administration or the committee members involved in the process was willing to let that happen under any circumstances.

There were many MEC committee members involved in attempting to provide you with an alternative to the traditional merger process. Over the past several months, they did everything your MEC asked of them and more. While I am sure they cannot help but feel somewhat frustrated that the results of their efforts will never be actualized, they can take great pride and reassurance in the fact that they refused to be bound by the traditional process and that in almost every area, they were able to work with their counterparts with mutual respect and trust, abandon suspicion and old mindsets, and look forward to a common goal with a substantially brighter outcome for the pilots of a merged corporation than alternative scenarios and historical precedents.

So what happens next? Quite frankly, the answer to that question is unclear. We work in an industry filled with uncertainty. Last week, the price of oil closed above $110 per barrel, a new record high. The price of fuel is just one of the many threats that face our profession and that place the business plans of all airlines at risk. In broad terms, Delta’s senior executive team and the Delta Board of Directors decide the direction of the company, and that direction may or may not include consolidation. For our part, the MEC will determine the course it will take under the many possible consolidation scenarios. It remains the firm belief of the Delta MEC that pilot involvement before a final decision in any consolidation option is absolutely essential, and your MEC will continue to communicate this to the Delta Board of Directors and the senior executive team. Nevertheless, in the event of any corporate merger announcement, we will retain our rights to seek to shape, or if we deem appropriate, oppose a transaction.

Perhaps most importantly, your MEC will continue its strategy of aggressive engagement at every opportunity in pursuit of its oft stated goal: to ensure the Delta pilots work for a company that has long-term viability with pay, benefits, working conditions and retirement commensurate with the responsibility and experience required of our profession.

Fraternally,

Lee Moak, Chairman

Delta MEC

 

 

 

June 21, 2006
Retirement and Insurance Alert
Termination of the Delta Pilots Retirement Plan

Dear Fellow Pilot,

On Monday, June 19, 2006, Delta Air Lines delivered to the Pension Benefit Guaranty

Corporation (PBGC) a formal Notice of Intent to Terminate the Delta Pilots Retirement

Plan (Retirement Plan), our qualified defined benefit (DB) plan, effective September 2,

2006. Management has informed us that they also intend to terminate the nonqualified

Bridge and Supplemental DB plans shortly thereafter. Attached you will find

“Frequently Asked Questions on Plan Termination.” As we have told you, we expect the

Company to file in the Bankruptcy Court for approval to terminate our Retirement Plan,

as our plan is severely under-funded. The following are some pertinent statistics

regarding our qualified and nonqualified DB plans:

Estimated current liability: $4.1 Billion

Estimated assets: $1.6 Billion

Estimated current liability funded level: 39 percent ($1.6 Billion/$4.1 Billion)

Estimated additional funding required for ongoing plan:

Current Law: $1.6 Billion in the next 4 years plus future

annual funding requirements

Proposed 20-Year Relief: $165 Million per year for 20 years

Annual nonqualified payments

from Supplemental and Bridge plans: $80 Million per year increasing with time

Pilots eligible to retire 9/30/06: 1782

Potential lump sums payable on 9/30/06: approximately $900 Million

Required liquidity shortfall contribution

if half the eligible pilots retire: $900 Million-$1.2 Billion

Estimated PC-3 funded level: 80 percent

In November 2005, we stood before you and told you that the “stars must align” for our

Retirement Plan to survive. They have not. Our Retirement Plan is failing for several

reasons. First, since the fall of 2001 we entered a “perfect storm” of declining asset

values, low interest rates, and a large number of retirements. Also, ERISA, the law that

governs funding of qualified DB plans, prohibits companies from making tax-deductible

funding contributions when the plan is fully funded. Our Retirement Plan was over 140

percent funded as recently as 2000. ERISA also doesn’t require realistic funding

contribution levels during lean years. Prior to bankruptcy, Delta funded our Retirement

Plan at the minimum required by law. Our Retirement Plan has declined from that 140

percent funded level to just 39 percent funded in 6 years. Since entering bankruptcy last

September, approximately $109 million in required contributions to our Retirement Plan

have not been made. Finally, adequate legislation did not pass in a timely manner that

would allow Delta to amortize its large unfunded obligation over a more reasonable

period.

We still ask for your support of pension reform legislation, specifically for passage of the

Akaka language embodied in S1783, the Senate bill for pension reform legislation. The

Akaka amendment would apply the full PBGC age 65 guarantee to pilots who retire at

the FAA mandatory retirement age. This amendment would provide an increase of 54

percent compared to the current age 60 guarantee. Also, pension reform legislation is

essential for the survival of Delta’s non-contract pension plan, and for the plans at other

air carriers.

Letter of Agreement 51 addressed what would happen if our Retirement Plan terminated.

Our current targeted Defined Contribution Plan (DC Plan) matrix will revert to a flat 9

percent, with all pilots receiving Company contributions of 9 percent of their earnings to

their accounts as of the first contribution after Retirement Plan termination. LOA 51 also

requires that a $650 million Note be issued to the pilot group no later than 120 days after

bankruptcy exit.

We hope that you find the attached Frequently Asked Questions regarding pension plan

termination informative and useful. There is also a compilation of R&I information

available to you at www.deltapilots.org. During the coming weeks you can expect to

receive updates on the distribution of your funds from the Money Purchase Pension Plan,

an updated retirement calculator added to our website, information on the newly

negotiated Roth 401(k) feature, and several other topics. We will also update this FAQ

as new information becomes available on the status of our Retirement Plan. If you have

any questions, please do not hesitate to contact us at 800-USA-ALPA, or e-mail our

Senior Employee Benefits Specialist Karen Browne-Fleck at Karen.Browne@alpa.org.

Fraternally,

MEC R&I Committee

Captain Roger White

Captain Kevin Powell

DAL MEC R&I Committee

June 20, 2006

TERMINATION

OF

DELTA PILOTS RETIREMENT PLAN

FREQUENTLY ASKED QUESTIONS

On June 19, 2006, the Company issued a Notice of Intent to Terminate (“NOIT”) the Delta

Pilots Retirement Plan in a voluntary “distress termination,” designating September 2, 2006 as

the Date of Plan Termination (“DOPT”). In LOA 51, ALPA agreed not to oppose the

termination.

In this FAQ, we have assumed that the Retirement Plan will terminate on September 2, 2006,

but it is still possible that the Pension Benefit Guaranty Corporation (“PBGC”) could seek an

“involuntary termination” of the Retirement Plan at an earlier date. It is also possible that the

bankruptcy court will not approve the plan termination as of the specified date. This FAQ is a

preliminary list of questions addressing the termination; it will be updated periodically to

incorporate additional questions as they arise.

This FAQ is divided into five Parts:

A. Introduction – Overview of Our Retirement Program

B. Plan Termination Procedures – Bankruptcy Court and PBGC

C. PBGC –Overview of Rules Applied to Determine Benefits Payable After Plan

Termination

D. Special Rules and Circumstances

E. Pending Legislation

--------------------------------------------------------------------------------------------------------------------

A. Introduction – Overview of Our Retirement Program

A1. What is the Delta Pilots Retirement Plan?

The Delta Pilots Retirement Plan (the “Retirement Plan”) is the qualified defined benefit

pension plan maintained on behalf of Delta pilots and their eligible beneficiaries and

survivors. Assets of the Retirement Plan are held in the associated tax-exempt trust.

Important events concerning the Retirement Plan include the following:

December 31, 2004 – The Retirement Plan was frozen in a “soft freeze,” meaning

that your Credited Service was frozen as of December 31, 2004, but your Final

Average Earnings (FAE) could still increase after that date.

July 31, 2006 – The Retirement Plan will be frozen in a “hard freeze,” meaning that

your benefit will be fully frozen as of that date and your FAE will no longer be

allowed to increase after that date. (Your FAE will be the greater of your FAE on

December 31, 2004 or July 31, 2006, or if earlier, the date of your retirement or other

termination of employment.)

September 2, 2006 – Per Delta’s NOIT, the Retirement Plan will be terminated as of

this date, known as the “Date of Plan Termination,” or “DOPT.”

A2. How does the Retirement Plan fit into our entire retirement program at Delta?

The retirement program for pilots consists of seven retirement plans, including defined

benefit (DB) and defined contribution (DC) plans. The Retirement Plan is one of four

plans that, together, are designed to provide the Formula Benefit (see Q&A A3); there is

also a fifth plan for former Western pilots that may offset the benefits of the other DB

plans described below. You might participate in some but not all of these five

interrelated plans:

1. Retirement Plan. The Retirement Plan is the qualified DB pension plan. As a

qualified DB plan:

The amount of benefits payable from the Retirement Plan each year after you

retire may not exceed the “Annuity Benefit Limit” of Section 415(b) of the

Internal Revenue Code.

The amount of your earnings counted under the Retirement Plan each year

while you are still employed may not exceed the “Compensation Limit” of

Section 401(a)(17) of the Internal Revenue Code.

The nonqualified retirement plans, discussed below, were designed to provide

amounts that would exceed these limits.

2. Bridge Plan. The Bridge Plan is a nonqualified, unfunded DB plan, established in

1985 to provide retirement benefits to participants (and their eligible

beneficiaries and survivors) that cannot be provided under the qualified

Retirement Plan due to the Annuity Benefit Limit of Section 415(b) of the

Internal Revenue Code. Like the qualified Retirement Plan, the nonqualified

Bridge Plan was frozen in a soft freeze on December 31, 2004 and will be frozen

in a hard freeze on July 31, 2006.

The Annuity Benefit Limit restricts the amount of benefits that may be paid from

the qualified Retirement Plan each year during your retirement, in the form of a

single life annuity. The limit is adjusted actuarially for benefits paid in a form

other than a single life annuity (e.g., a 50 percent lump sum or a joint and 50

percent survivor annuity). As applied to Delta pilots, the Annuity Benefit Limit

may restrict benefits in the case of early retirement but does not restrict benefits

for most pilots retiring at or near age 60 (meaning that most pilots retiring at or

near age 60 are due no benefits under the Bridge Plan). Following are the most

recent Annuity Benefit Limits under Section 415(b), for captains and first

officers:

Plan Year beginning

July 1

415(b)

Annuity Benefit Limit

(retirement at age 60)

2006 $175,000

2005 $170,000

2004 $165,000

2003 $160,000

2002 $160,000

2001 $140,000

2000 $135,000

Appendix A sets forth the Section 415(b) Annuity Benefit Limits applicable to

benefits that begin at ages below age 60.

3. Supplemental Annuity Plan. The Supplemental Annuity Plan is a nonqualified,

unfunded DB plan, established July 1, 1996 to provide retirement benefits to

participants (and their eligible beneficiaries and survivors) that cannot be

provided under the qualified Retirement Plan due to the Compensation Limit of

Section 401(a)(17) of the Internal Revenue Code. Like the qualified Retirement

Plan and the nonqualified Bridge Plan, the nonqualified Supplemental Annuity

Plan was frozen in a soft freeze on December 31, 2004 and will be frozen in a

hard freeze on July 31, 2006.

The Compensation Limit restricts the amount of earnings that may be considered

under the (qualified) Retirement Plan each year during employment. The

Compensation Limit restricts benefits significantly for many pilots under the

frozen Retirement Plan, meaning that many pilots have earned benefits that

would be payable under the (nonqualified) Supplemental Annuity Plan.

Following are the most recent Compensation Limits:

Plan Year beginning

July 1

401(a)(17)

Annual Compensation Limit

2006 $220,000

2005 $210,000

2004 $205,000

2003 $200,000

2002 $200,000

2001 $170,000*

2000 $170,000*

*$200,000 for pilots still employed on 7-1-2002

4. Money Purchase Pension Plan (“MPPP”). The MPPP is a qualified DC pension

plan, pursuant to which individual accounts are maintained for pilots and their

eligible beneficiaries and survivors under the associated tax-exempt trust. The

MPPP was established effective July 1, 1996 and delivers through individual

accounts a portion of a pilot’s retirement benefits determined under the Formula

Benefit. The MPPP was funded solely with monthly Company contributions

equal to 5 percent of each pilot’s pay (up to the applicable Compensation Limit

each year) from July 1, 1996 through December 31, 2004. Pilots’ account

balances have continued to increase or decrease after December 31, 2004 based

on the MPPP’s investment performance. (Some participants also had accounts

prior to July 1, 1996 when this plan was known as the Delta Pilots Target Benefit

Plan. These accounts, to the extent they remain in the plan, were frozen in 1996,

subject to continued allocation of investment gain and loss.)

The monthly annuity equivalent of a pilot’s account under the MPPP offsets his

Formula Benefit. The offset is first made to the benefits that would be provided

by the nonqualified plans and then, if any MPPP benefit remains, to the benefits

that would be provided by the Retirement Plan. Pursuant to LOA 51, the MPPP

will be terminated June 30, 2006 and all of its assets will be distributed to

participants over the next few months. The monthly annuity equivalent of a

pilot’s MPPP account upon distribution, projected to the age the Retirement Plan

benefits begin, will still be used to offset his Formula Benefit in the same order

as originally provided (first offsetting nonqualified plan benefits, then Retirement

Plan benefits).

5. Western Pilots D-Plan (“Western D-Plan”). The Western D-Plan is a qualified

DB pension plan, established January 1, 1986 to provide retirement (and

survivor) benefits to former Western pilots (and their eligible beneficiaries and

survivors) based on their service prior to October 1, 1987. The Western D-Plan

was frozen effective October 1, 1987. In certain cases, a pilot’s benefit under the

Western D-Plan offsets a portion of his Formula Benefit.

Pilots also participate in two DC plans, the Delta Pilots Defined Contribution Plan and

the Delta Family Care Savings Plan, as follows, but accounts under these two plans do

not impact benefits payable under the other five plans:

1. Delta Pilots Defined Contribution Plan (“Pilots DC Plan”). The Pilots DC Plan is

a qualified DC pension plan. The Pilots DC Plan was established January 1,

2005 to provide additional retirement benefits after the soft freeze of the

Retirement Plan on December 31, 2004. The Company currently makes monthly

contributions to pilots’ accounts under the Pilots DC Plan, in accordance with the

contribution grid established pursuant to LOA 46. Pursuant to LOA 51, the

contribution grid will no longer apply after termination of the Retirement Plan; at

that time, Company contributions to the Pilots DC Plan will be uniform, at 9

percent of each pilot’s pay (up to the Compensation Limit).

2. Delta Family Care Savings Plan (“401(k) Plan”). This is a qualified DC plan that

includes the 401(k) program. The Company currently makes monthly

contributions of 2 percent of each pilot’s pay (up to the Compensation Limit).

Pilots are currently permitted to make both pre-tax and after-tax contributions,

subject to the limits set forth in the 401(k) Plan, and pursuant to LOA 51, will

soon be permitted to make such contributions to the maximum extent allowed by

law.

A3. What is the Formula Benefit?

For each pilot, the Formula Benefit is the highest of the benefits determined under the

FAE Formula, the Delta Minimum Pension Formula and the Northeast Minimum Pension

Formula. In this FAQ, we will consider only the FAE Formula, since it is used to

determine the retirement benefits of most pilots still on the seniority list.

A4. What is the Formula Benefit under the FAE Formula?

In general, under the FAE Formula, your Formula Benefit is an annual benefit (payable

monthly), commencing at normal retirement age (age 60), equal to:

2.4 percent x Your Years of Credited Service as of 12/31/2004 (25 year max) x Your

FAE

In general, your FAE is defined as the annual average of your earnings in the 36

consecutive calendar months during which your earnings were the highest, out of your

most recent 120 calendar months of employment. Your FAE is the higher of your FAE

determined on 12/31/2004 (the date of the Retirement Plan “soft freeze”) or your FAE

determined on 7/31/2006 (the date of the Retirement Plan “hard freeze”), or if earlier, the

date of your retirement or other termination of employment.

The benefit amount determined under the FAE Formula is subject to adjustment, as

follows:

Reduced for early retirement (reduction is .25 percent per month for each month by

which commencement of benefits precedes the pilot’s attainment of age 60)

Reduced actuarially to reflect payment in a form other than a single life annuity for

the pilot

Reduced by a fixed amount (maximum of $259/month at age 62) in recognition of a

portion of the benefits payable under the federal Social Security program, prorated

for less than 25 years of Credited Service at 12/31/2004

Reduced actuarially by a portion of the benefits payable from the Western D-Plan,

for some former Western pilots

Reduced to reflect charges for optional coverage under the Supplemental Pre-

Retirement Survivor Benefit option after September 1, 2001 (and for QPRSB

coverage both before and after September 1, 2001, if applicable – see Q&A D17)

Reduced actuarially to reflect benefits payable to the pilot’s alternate payee under a

Qualified Domestic Relations Order (QDRO)

The Formula Benefit is intended to be provided through a combination of four plans (the

MPPP and three DB plans), as discussed in Q&A A2 above.

A5. What will happen to my benefits under the nonqualified Bridge Plan and

nonqualified Supplemental Annuity Plan?

LOA 51 provides that ALPA will not oppose the Company’s termination of the

nonqualified Bridge Plan and nonqualified Supplemental Annuity Plan, if such

termination occurs after termination of the qualified Retirement Plan. In its NOIT, the

Company stated that it will terminate the nonqualified plans shortly after September 2,

2006. No benefits have been paid under these plans since the Company filed for

bankruptcy on September 14, 2005, and we believe no benefits will be paid after the

plans are terminated.

The Delta Pilots’ Pension Preservation Organization (DP3), an organization that

represents many retired Delta pilots, recently entered into a settlement agreement with

Delta and the unsecured Creditors Committee. The agreement, subject to bankruptcy

court approval, settles DP3’s litigation on behalf of retired pilots for unpaid benefits from

the nonqualified plans, for the period beginning September 14, 2005 and ending on the

date the nonqualified plans are terminated. It does so through a combination of

administrative and prepetition bankruptcy claims. DP3 has stated it intends to pursue a

claim for unpaid benefits from the nonqualified plans for periods after termination of the

nonqualified plans.

B. Plan Termination Procedures – Bankruptcy Court and PBGC

B1. Will the Retirement Plan terminate on September 2, 2006, as stated in Delta’s

Notice of Intent to Terminate (“NOIT”)?

In its NOIT dated June 19, 2006, Delta informed participants that the Retirement Plan

will terminate in a “distress termination” on September 2, 2006, the DOPT. A voluntary

distress termination is the voluntary termination of a DB plan by the employer, where the

plan is underfunded, i.e., the plan’s assets cover less than 100 percent of the plan’s

liabilities.

The Company’s voluntary distress termination of the Retirement Plan as of September 2,

2006 is subject to approval by the bankruptcy court and the PBGC.

B2. What standards will the Bankruptcy Court and the PBGC apply in determining

whether to approve the distress termination?

We expect the Company will soon file a motion in bankruptcy court requesting approval

of the Company’s voluntary distress termination of the Retirement Plan. In LOA 51,

ALPA agreed not to oppose such a motion.

Under the Employee Retirement Income Security Act (“ERISA”), the bankruptcy court

may approve the distress termination only if it determines that, unless the Retirement

Plan is terminated, the Company (and each member of the Company’s controlled group

of corporations) will be unable to pay all of its (and their) debts pursuant to a plan of

reorganization and will be unable to continue in business outside of Chapter 11. The

PBGC will approve the termination if it determines that these and other procedural

requirements have been satisfied.

It is also possible that the PBGC could institute proceedings to terminate the Retirement

Plan in an “involuntary termination.” An involuntary termination is the termination of a

DB plan by the PBGC (not by the employer), where the plan is underfunded. The PBGC

may institute the involuntary termination of a DB plan based on the occurrence of any

one of several alternative criteria. One of these criteria has already been met in the case

of the Retirement Plan, i.e., the Company’s failure to meet the applicable minimum

funding standards under ERISA.

B3. In general, what happens to the Retirement Plan following a distress or involuntary

termination?

The process is the same whether the Retirement Plan is terminated in a voluntary distress

termination or an involuntary termination. Soon after termination of the Retirement Plan,

the PBGC will take over both the assets and administration of the Retirement Plan. All

assets and liabilities of the Retirement Plan will be determined and valued as of DOPT.

The PBGC will pay benefits under the Retirement Plan, determined as of DOPT, based

on the value of the assets of the Retirement Plan, determined as of DOPT. (For this

purpose, the PBGC also considers as assets the value of the recoveries it expects to obtain

from Delta with respect to its claim in the bankruptcy court, excluding the determination

of funded benefits in Priority Category 3, discussed in Part C, below.) All determinations

are made “as of DOPT”. Any investment gains or losses on the assets, subsequent to

DOPT, inure to the benefit or detriment of the PBGC.

C. PBGC –Overview of Rules Applied to Determine Benefits Payable

After Plan Termination

C1. What benefits does the PBGC pay?

The PBGC insures and pays only the retirement and survivor benefits that have been

earned under the qualified Retirement Plan, subject to the limitations discussed below.

The PBGC does not insure, and will not pay, any benefits earned under the nonqualified

Bridge Plan or the nonqualified Supplemental Annuity Plan. If you have earned benefits

under the nonqualified plans, it is important to keep in mind that the PBGC will take into

consideration only your accrued benefit under the qualified Retirement Plan when

determining the amount of benefits payable following termination, in accordance with the

rules discussed below.

Disability benefits for pilots are provided under the Delta Pilots Disability and

Survivorship Plan (D&S Plan), not under the Retirement Plan. Such disability benefits

will continue to be paid by the D&S Plan (not the PBGC).

C2. How does the PBGC determine benefits payable from the terminated Retirement

Plan?

ERISA requires the PBGC to assign all benefits and assets of the Retirement Plan among

six specified “Priority Categories." The PBGC determines benefits covered by each

Priority Category and allocates assets to each Priority Category in succession, beginning

with Priority Category 1 and ending with Priority Category 6. All of the assets are first

allocated to provide benefits covered by Priority Category 1; any remaining assets are

then allocated to provide benefits covered by Priority Category 2; any remaining assets

are then allocated to provide benefits covered by Priority Category 3, and so forth, until

all of the assets run out. In other words, the PBGC applies all of the assets of the

Retirement Plan to provide all of the benefits covered by one Priority Category before it

applies assets, if any remain, to provide benefits covered by the next Priority Category.

Please note that the PBGC applies available assets to the benefits covered by a Priority

Category, which may be less than the participant’s total qualified accrued benefit (and, as

noted, does not include any nonqualified benefits).

The Retirement Plan has no benefit liabilities covered by Priority Categories 1 and 2.

Therefore, the PBGC will assign all of the assets of the Retirement Plan to provide

benefits covered by Priority Category 3. Assets are expected to provide only 80-85

percent of the benefits covered by Priority Category 3. The PBGC will allocate the assets

pro rata among all participants’ benefits covered by Priority Category 3. Because assets

will run out in Priority Category 3, no assets will remain for Priority Categories 4, 5 or 6.

Note: For illustrative purposes, we will use 80 percent as the estimated funded

percentage of Priority Category 3 benefits, but the actual funded percentage of Priority

Category 3 as of DOPT may be higher or lower than 80 percent, as determined by the

PBGC.

C3. What benefits are covered by each of the Priority Categories?

Priority Category 1 (PC-1) – PC-1 covers that portion of each individual's accrued benefit

attributable to his own voluntary contributions to the Retirement Plan. There are no

benefits under the Retirement Plan attributable to voluntary contributions.

Priority Category 2 (PC-2) – PC-2 covers that portion of each individual's accrued benefit

attributable to his own mandatory contributions to the Retirement Plan. There are no

benefits under the Retirement Plan attributable to mandatory employee contributions.

Priority Category 3 (PC-3) – PC-3 covers benefits for:

(a) each participant (and survivor) whose retirement (or survivor) benefit was in

pay status at least three years prior to DOPT, and

(b) each participant (and survivor) whose retirement (or survivor) benefit could

have been in pay status at least three years prior to DOPT.

Benefits described in (a) or (b) have equal priority.

Applying these rules to the Retirement Plan, PC-3 would cover the benefits of all active

and retired pilots who are age 53 or older on September 2, 2006, since such persons either

had retired or could have retired by September 2, 2003. PC-3 would also cover the

benefits of all survivors in pay status on September 2, 2003 (as well as the survivors of

pilots who died since September 2, 2003 if the pilot was at least age 50 on September 2,

2003).

The amount of the benefit covered by PC-3 is either the amount in pay status on

September 2, 2003 or the amount that would have been in pay status on September 2,

2003 had the participant retired on September 2, 2003, based on his Credited Service,

FAE, MPPP balance and age at that time. For a participant who was younger than age 60

on September 2, 2003, the benefit determined as of September 2, 2003 would be subject

to the Retirement Plan's early retirement reduction for benefits commencing prior to age

60. The Retirement Plan provides a reduction of 3 percent per year (.25 percent per

month) for pilots retiring prior to age 60.

Benefits covered under PC-3 are based on the Retirement Plan's provisions in effect five

years prior to DOPT, i.e. September 2, 2001. Any benefit increase that has occurred

since September 2, 2001 would be ignored in the calculation of PC-3 benefits (see Q&A

C6 below).

Since there are no benefits covered under PC-1 or PC-2, and the assets are not sufficient

to go beyond PC-3, the PBGC will apply all of the assets of the Retirement Plan to

provide benefits covered under PC-3. For purposes of this FAQ, we have assumed that

assets of the Retirement Plan will be sufficient to cover only 80 percent of the benefits

covered by PC-3. If that assumption is correct, then the PBGC will provide only 80

percent of each individual’s benefit covered by PC-3. This funded PC-3 benefit

guaranteed by the PBGC is a fixed amount. If you are currently active or you retired

after September 2, 2003, the PC-3 benefit amount is not dependent on your age when you

begin receiving benefits.

Once the Retirement Plan terminates, the PBGC will assert an unsecured claim in the

bankruptcy court for the Retirement Plan’s unfunded benefits. The PBGC must share

with participants a portion of whatever recoveries it obtains from Delta on its claim.

Such recoveries may allow the PBGC to increase the percentage of your PC-3 benefits to

be paid.

Priority Category 4 (PC-4) – PC-4 covers the benefits that are guaranteed by the PBGC,

whether or not any assets remain for allocation to PC-4. For plans terminating in 2006,

the PBGC guarantees payment of a participant's accrued benefit, up to a maximum

amount of $47,659.08 per year at age 65 (including all benefits payable under PC-1

through PC-4). The PBGC schedule in effect when a pension plan actually terminates is

the schedule used to determine the guarantee amounts that apply to participants of a

terminated plan. Any future increases to the PBGC guarantee amounts will not apply to

participants of a plan that has already terminated.

The PBGC guarantee amount is phased-in for benefit increases that have not been in

effect for five full years prior to DOPT. For benefit increases first effective during the

five years prior to DOPT, the PBGC guarantee amount is phased-in, at 20 percent per

year (or if greater, up to $20 in monthly benefit per year), beginning on the effective date

of the plan amendment that increased benefits. For example, a benefit increase first

effective three years before DOPT would be 60 percent phased-in at DOPT.

The PBGC guarantee applies to a participant's benefits under the plan without regard to

when the participant is (or was) eligible to retire. The maximum guarantee amount

($47,659 in 2006) applies to a participant who is exactly age 65 on the later of his benefit

commencement date or DOPT. The PBGC guarantee for a retired pilot who has already

commenced his benefits would be based on the retired pilot's age as of DOPT, using the

PBGC schedule in effect on plan termination. The PBGC guarantee for an active pilot

would be based on his age as of the date he actually retires and commences his

Retirement Plan benefit, using the PBGC schedule in effect on DOPT. This amount is

increased for participants who are older than age 65 and decreased for participants who

are younger than age 65.

The maximum PBGC guarantee amount that applies at any given age is based on a

benefit payable in the form of a single life annuity. The guarantee amount is adjusted for

benefits payable in a form other than a single life annuity (e.g., a joint and 50 percent

survivor annuity).

Appendix B sets forth the PBGC schedule of guaranteed benefits, for ages 50 through 70,

for plans terminating in 2006.

Priority Category 5 (PC-5) – PC-5 covers all other vested benefits under the Retirement

Plan. Since assets of the Retirement Plan run out in PC-3, the PBGC will pay no benefits

covered by PC-5.

Priority Category 6 (PC-6) – PC-6 covers all other benefits under the Retirement Plan.

Since assets of the Retirement Plan run out in PC-3, the PBGC will pay no benefits

covered by PC-6.

C4. How does PBGC take into account my benefit under the MPPP?

The PBGC considers your benefits under the Retirement Plan net of the reduction made

for your MPPP account. The actuarial equivalent of your MPPP account is first applied

to offset your nonqualified benefits under the Bridge Plan and the Supplemental Annuity

Plan, and then, if any portion of your MPPP account remains, it is applied to offset your

benefits under the Retirement Plan. The PBGC will consider the net benefit determined

under the Retirement Plan after this offset as your qualified accrued benefit for purposes

of allocation among the Priority Categories.

C5. What is the general impact of the termination on my benefits under the Retirement

Plan?

In general, the PBGC will pay the following, assuming that our Retirement Plan

terminates September 2, 2006, that the funded percentage of PC-3 is 80 percent, and that

the PBGC does not treat post-retirement increases in the Annuity Benefit Limit as

increases pursuant to plan provisions that have not been in effect for five years as of

DOPT for purposes of PC-3:

(a) Pilots who retired before September 2, 2001 — Greater of (1) or (2) below:

(1) Approximately 80 percent of the qualified benefit the pilot was receiving

as of September 2, 2003 (PC-3 benefit), or

(2) 100 percent of the qualified benefit the pilot is receiving immediately

before September 2, 2006, up to the maximum PBGC guarantee amount

(PC-4 benefit, per Appendix B)

(b) Pilots who retired on or after September 2, 2001 but before September 2, 2003 —

Greater of (1) or (2) below:

(1) Approximately 80 percent of the qualified benefit the pilot was receiving

as of September 2, 2003, adjusted to eliminate all benefit increases under

the Retirement Plan since September 2, 2001 (PC-3 benefit), or

(2) 100 percent of the qualified benefit the pilot is receiving immediately

before September 2, 2006, adjusted to phase-in any benefit increases

under the Retirement Plan since September 2, 2001, up to the maximum

PBGC guarantee amount (PC-4 benefit, per Appendix B)

Note: In the case of a retired pilot who received the 50 percent lump sum, the

benefit payable by the PBGC will be subject to adjustment as described in Q&A

C8.

(c) Active pilots age 53 or older on September 2, 2006, and retired pilots age 53 or

older on September 2, 2006 who retired on or after September 2, 2003 — Greater

of (1) or (2) below:

(1) Approximately 80 percent of the qualified early retirement benefit the

pilot would have been entitled to receive if he had retired September 2,

2003, adjusted to eliminate all benefit increases under the Retirement

Plan since September 2, 2001 (PC-3 benefit), or

(2) 100 percent of the qualified benefit the pilot is entitled to receive under

the Retirement Plan as of September 2, 2006, adjusted to phase-in any

benefit increases under the Retirement Plan since September 2, 2001, up

to the maximum PBGC guarantee amount (PC-4 benefit, per Appendix

B)

Note: In the case of a retired pilot who received the 50 percent lump sum, the

benefit payable by the PBGC will be subject to adjustment as described in Q&A

C8.

(d) Active pilots under age 53 on September 2, 2006 — Lesser of (1) or (2) below:

(1) 100 percent of the qualified benefit the pilot is entitled to receive under

the Retirement Plan as of September 2, 2006, adjusted to phase-in any

benefit increases adopted under the Retirement Plan since September 2,

2001, or

(2) The maximum PBGC guarantee amount (PC-4 benefit, per Appendix B)

C6. Benefit increases made during the five years before DOPT are not covered by PC-3

and are phased-in under PC-4. What benefit increases have been made under the

Retirement Plan since September 2, 2001, and how will they be treated under PC-3

and PC-4?

The actuary for the Retirement Plan has identified several benefit increases under the

Retirement Plan since September 2, 2001. ALPA is presently analyzing how these

increases must be treated for purposes of determining benefits under PC-3 and phase-in

of the PBGC guarantee amount under PC-4. As of this date, no final determinations have

been made by the PBGC. Following are the most significant benefit increases since

September 2, 2001, as well as the Retirement Plan actuary’s view of how they should be

treated:

Both the Annuity Benefit Limit under Section 415(b) and the Compensation limit

under Section 401(a)(17) of the Internal Revenue Code have increased since

September 2, 2001. (See the tables in Q&A A2 contained in the discussions of the

nonqualified Bridge Plan and nonqualified Supplemental Annuity Plan.) The actuary

for the Retirement Plan believes that, for purposes of PC-3, the Annuity Benefit

Limit in place on September 2, 2003 (without regard to the increase due to the

Economic Growth and Tax Relief Reconciliation Act of 2001), and the

Compensation Limit in place on September 2, 2001, will apply, and that for purposes

of PC-4, the increases in both of the limits since September 2, 2001 will be phasedin.

For retired pilots receiving one-half of their benefit payments in the form of a

variable annuity, variable increases have occurred since September 2, 2001, although

the variable benefit unit actually decreased from April 1, 2001 through April 1, 2004.

The actuary for the Retirement Plan believes that, for purposes of PC-3, the variable

benefit in pay status on April 1, 2004 will apply (because it is lower than the benefit

in pay status on September 2, 2001), and that for purposes of PC-4, 20 percent of the

variable increase of April 1, 2005 will be phased-in and 0 percent of the variable

increase of April 1, 2006 will be phased-in.

C7. Please provide examples of how to calculate benefits in PC-3 and PC-4 under our

Retirement Plan.

The following examples are for general informational purposes only. They do not

take into account many of the intricacies of the Retirement Plan, such as the Social

Security Offset, Money Purchase Pension Plan Offset, changes made to the

Retirement Plan within the 5-year period prior to DOPT, variable benefit increases,

etc. All of these examples assume the DOPT is September 2, 2006 and benefits are

payable in the form of a single life annuity (no 50 percent lump sum).

In reviewing these examples, it is important to keep in mind that benefits under the

Retirement Plan include only qualified retirement benefits, and do not include any

benefits that were intended to be provided under the nonqualified Bridge Plan and

nonqualified Supplemental Annuity Plan.

PC-3 Examples:

Example 1: Assume that on DOPT a retired pilot is age 67, has been retired for seven

years and has an accrued benefit of $7,000 per month under the Retirement Plan. Since

this pilot has been retired for more than three years at DOPT, the benefit he is currently

receiving would generally be the benefit that was in pay status three years prior to DOPT.

In that case, the PC-3 benefit would be $7,000.

Therefore, if assets were sufficient to cover 100 percent of the benefits in PC-3, the

benefit payable for this pilot under PC-3 would be $7,000 per month.

If assets are sufficient to cover only 80 percent of PC-3 benefits, the benefit payable for

this pilot under PC-3 would be $5,600 ($7,000 times 80 percent) per month.

Example 2: Assume that on DOPT a retired pilot is age 61, has been retired for one year

and that his monthly FAE was $12,000. Assume also that he had completed 25 years of

Credited Service precisely on 12/31/2004. His benefit under the Retirement Plan is

$7,200 per month.

In calculating the pilot’s PC-3 benefit, we need to determine what benefit he would have

received if he had retired on September 2, 2003, three years prior to the DOPT, when he

would have been age 58. Since Credited Service was frozen at 12/31/2004 and he had

completed 25 years of Credited Service precisely on that date, he would have had

approximately 23-2/3 years of Credited Service on September 2, 2003. Since the pilot

was then only 58 years old, he would have been subject to an early retirement reduction

of 6 percent (3 percent per year for each of the 2 years prior to age 60). Assuming that

the pilot’s monthly FAE as of September 2, 2003 was also $12,000, his PC-3 benefit

would be approximately $6,407 [2.4 percent times 23-2/3 years times $12,000 times (1 –

6 percent)]. If his FAE was lower as of September 2, 2003, the PC-3 benefit would be

lower.

Therefore, if assets were sufficient to cover 100 percent of the benefits in PC-3, the

benefit payable for this pilot under PC-3 would be $6,407 per month.

If assets are sufficient to cover only 80 percent of PC-3 benefits, the benefit payable for

this pilot under PC-3 would be $5,126 ($6,407 times 80 percent) per month.

Example 3: Assume that on DOPT an active pilot is age 57 and that his monthly FAE is

$10,000. Assume also that he had completed 25 years of Credited Service precisely on

12/31/2004. This pilot has an accrued benefit under the Retirement Plan of $6,000 per

month, payable at age 60.

In calculating the pilot’s PC-3 benefit, we need to determine what benefit he would have

received if he had retired on September 2, 2003, three years prior to the DOPT, when he

would have been age 54. Since Credited Service was frozen at 12/31/2004 and he had

completed 25 years of Credited Service precisely on that date, he would have had

approximately 23-2/3 years of Credited Service on September 2, 2003. Since the pilot

was then only 54 years old, he would have been subject to an early retirement reduction

of 18 percent (3 percent per year for each of the 6 years prior to age 60). Assuming that

the pilot’s monthly FAE as of September 2, 2003 was also $10,000, his PC-3 benefit

would be approximately $4,658 [2.4 percent times 23-2/3 years times $10,000 times (1 –

18 percent)]. If his FAE was lower as of September 2, 2003, the PC-3 benefit would be

lower.

Therefore, if assets were sufficient to cover 100 percent of the benefits in PC-3, the

benefit payable for this pilot under PC-3 would be $4,658 per month, payable at such

time that the pilot actually retires and commences his benefit, regardless of age at that

time.

If assets are sufficient to cover only 80 percent of PC-3 benefits, the benefit payable for

this pilot under PC-3 would be $3,726 ($4,658 times 80 percent) per month, payable at

such time that the pilot actually retires and commences his benefit, regardless of his age

at that time.

Note that the pilot’s actual age when benefits commence does not impact the PC-3

guarantee amount.

PC-4 Examples:

Example 1: Assume a retired pilot is age 67 on DOPT, has been retired for seven years

and has an accrued benefit of $5,000 per month under the Retirement Plan. Since this

pilot has been retired for more than three years at DOPT, the benefit he is currently

receiving would generally be the benefit that was in pay status three years prior to DOPT.

In that case, the PC-3 benefit would be $5,000.

Therefore, if the assets were sufficient to cover 100 percent of the benefits in PC-3, the

benefit payable for this pilot under PC-3 would be $5,000 per month. So his entire

benefit would be payable under PC-3.

However, if assets are sufficient to cover only 80 percent of PC-3 benefits, the benefit

payable for this pilot under PC-3 would be $4,000 ($5,000 times 80 percent) per month.

But the PBGC dollar guarantee for a 67 year-old is $4,805.62 per month. If the funded

PC-3 benefit is only $4,000 per month, this pilot would also be entitled to a benefit in the

amount of $805.62 per month from PC-4 to bring his total PBGC guarantee up to the

$4,805.62 per month level. Under legislation proposed by Senator Akaka (discussed

below in Part E), the age 67 PBGC dollar guarantee would be $7,393.27, and this pilot

would be entitled to a benefit in the amount of $1,000 per month from PC-4 to bring his

total PBGC guarantee up to his $5,000 per month accrued benefit level.

Example 2: Assume an active pilot age 44 with 20 years of Credited Service has an

accrued benefit at DOPT of $6,500 per month, payable at age 60. Because this pilot was

not eligible to retire three years prior to DOPT, he does not receive any benefit in PC-3.

If he retires at age 60, his benefit under the Retirement Plan will be $2,581.53 per month

($3,971.59 under the legislation proposed by Senator Akaka), which is the PBGC dollar

guarantee for a participant commencing benefits at age 60. If he retires at another age,

his benefit will be based on the PBGC dollar guarantee for that age.

C8. I retired before the liquidity shortfall and received 50 percent of my Formula

Benefit in a lump sum. How will the PBGC account for my receipt of the lump

sum?

The maximum PBGC guarantee amount will be reduced (but not below zero) by the

amount of annuity the pilot “gave up” by electing to receive the lump sum.

If the pilot retired before September 2, 2001, his initial PC-3 benefit (prior to applying

the PC-3 funded percentage) will be the benefit he was receiving as of September 2,

2003, i.e. the net benefit remaining after the lump sum was paid out. (Note: We have

ignored the possibility that the PBGC may treat post-retirement increases in benefits due

to increases in the Annuity Benefit Limit after September 2, 2001 as increases pursuant to

plan provisions that have not been in effect for five years as of DOPT.)

If the pilot retired on or after September 2, 2001 and is covered by PC-3, the PBGC will

reduce his initial PC-3 benefit (prior to applying the PC-3 funded percentage) to take into

account the lump sum payment he received. The PC-3 benefit will be determined by

calculating the qualified benefit the pilot would have received if he had retired on

September 2, 2003 (adjusted to eliminate all benefit increases adopted under the

Retirement Plan since September 2, 2001 and ignoring the fact that when he actually

retired he elected the lump sum). That amount will then be reduced by the amount of

annuity he “gave up” by electing to receive the lump sum. The PC-3 funded percentage

will be applied to that reduced benefit.

If the pilot retired on or after September 2, 2003 and is not covered by PC-3, the PBGC

will reduce his PC-4 guarantee amount (per Appendix B) by the amount of annuity he

“gave up” by electing to receive the lump sum.

The following examples are for general informational purposes only. They do not

take into account many of the intricacies of the Retirement Plan, such as the Social

Security Offset, Money Purchase Pension Plan Offset, changes made to the

Retirement Plan within the 5-year period prior to DOPT, variable benefit increases,

etc. All of these examples assume the DOPT is September 2, 2006 and the pilot

elected and received the 50 percent lump sum. In reviewing these examples, it is

important to keep in mind that benefits under the Retirement Plan include only

qualified retirement benefits, and do not include any benefits that were intended to

be provided under the nonqualified Bridge Plan and nonqualified Supplemental

Annuity Plan.

Example 1: Assume that on DOPT a retired pilot is age 67, has been retired for seven

years and has an accrued benefit of $7,000 per month under the Retirement Plan. If he

elected to receive the 50 percent lump sum at retirement, he would currently be receiving

a benefit of $3,500 per month. In this case, the PC-3 benefit would be $3,500.

Therefore, if assets were sufficient to cover 100 percent of the benefits in PC-3, the

benefit payable for this pilot under PC-3 would be $3,500 per month because the lump

sum would be ignored.

If assets are sufficient to cover only 80 percent of PC-3 benefits, the benefit payable for

this pilot under PC-3 would be $2,800 ($3,500 times 80 percent) per month.

The PBGC also reduces the pilot’s PC-4 guarantee by the annuity he “gave up” by

receiving the lump sum. The PC-4 guarantee at age 67 is $4,805.62 per month. Now we

need to subtract the $3,500 annuity he “gave up” by receiving the 50 percent lump sum.

The result is a net PC-4 guarantee of $1,305.62 ($4,805.62 minus $3,500) after adjusting

for the lump sum he received. If the funded portion of his PC-3 benefit was less than

$1,305.62, he would receive additional benefits from PC-4 to bring the total up to the

$1,305.62 PBGC guarantee for PC-4. If PC-3 is 80 percent funded, his funded PC-3

benefit of $2,800 would exceed the PC-4 guarantee of $1,305.62, and therefore, he would

receive $0 under PC-4.

Example 2: Assume that on DOPT a retired pilot is age 61, has been retired for one year

on DOPT, and that his monthly FAE was $12,000. Assume also that he had completed

25 years of Credited Service precisely on 12/31/2004. His benefit under the Retirement

Plan is $7,200 per month. If he elected to receive the 50 percent lump sum at retirement,

he would currently be receiving a benefit of $3,600 per month.

To calculate his PC-3 benefit we need to determine the initial PC-3 amount as if he had

not received a lump sum payment, and then reduce it by the amount of annuity he “gave

up” by electing the lump sum. In calculating the pilot’s initial PC-3 benefit, we need to

determine what benefit he would have received if he had retired on September 2, 2003,

three years prior to the DOPT, when he would have been age 58. Since Credited Service

was frozen at 12/31/2004 and he had completed 25 years of Credited Service precisely on

that date, he would have had approximately 23-2/3 years of Credited Service on

September 2, 2003. Since the pilot was then only 58 years old, he would have been

subject to an early retirement reduction of 6 percent (3 percent per year for each of the 2

years prior to age 60). Assuming that the pilot’s monthly FAE as of September 2, 2003

was also $12,000, his PC-3 benefit would be approximately $6,407 [2.4 percent times 23-

2/3 years times $12,000 times (1 – 6 percent)]. If his FAE was lower at that time, the PC-

3 benefit would be lower. Now we need to subtract the $3,600 annuity he “gave up” by

receiving the 50 percent lump sum. The result is a net PC-3 benefit of $2,807 ($6,407

minus $3,600) after adjusting for the lump sum he received.

Therefore, if assets were sufficient to cover 100 percent of the benefits in PC-3, the

benefit payable for this pilot under PC-3 would be $2,807 per month.

If assets are sufficient to cover only 80 percent of PC-3 benefits, the benefit payable for

this pilot under PC-3 would be $2,246 ($2,807 times 80 percent) per month.

The pilot’s PC-4 guarantee is also reduced by the annuity he “gave up” by receiving the

lump sum. The PC-4 guarantee at age 61 is $2,859.54 per month. Now we need to

subtract the $3,600 annuity he “gave up” by receiving the 50 percent lump sum. The

result is a net PC-4 guarantee of $0 ($2,859.54 minus $3,600, but not less than zero) after

adjusting for the lump sum he received. In this case, the pilot will only receive a PBGC

guarantee based on the funded portion of his PC-3 benefit.

Example 3: Assume that on DOPT a retired pilot is age 52 and has been retired for one

year. Because he is under age 53 on DOPT, he is not covered by PC-3. Assume his

benefit under the Retirement Plan is $4,800 per month. If he elected to receive the 50

percent lump sum at retirement, he would currently be receiving a benefit of $2,400 per

month. The PC-4 guarantee at age 52 is $1,548.92 per month. Subtracting the $2,400

annuity he “gave up” by receiving the 50 percent lump sum, the result is a net PC-4

guarantee of $0 ($1,548.92 minus $2,400, but not less than zero) after adjusting for the

lump sum he received. In this case, the pilot will be entitled to receive no further benefits

after DOPT.

C9. If I retire before termination of the Retirement Plan, will my benefit be in a higher

Priority Category, with a higher claim on the Retirement Plan's assets?

No. A pilot's level of Priority Category is not affected by whether the pilot retires before

or after DOPT. When a plan is terminated in a distress termination, the plan's assets will

be allocated among (and in the order of) the six Priority Categories discussed above.

Under these Priority Categories, a retired participant has no higher claim on the assets

than does an active participant. Furthermore, for purposes of PC-3, where all of the

Retirement Plan’s assets will be allocated, a participant's level of priority would be

determined based on whether the participant is eligible to retire as of the date three years

prior to DOPT, not whether the participant has actually retired.

C10. Retirement Plan participants may currently elect for their benefits to be paid in the

form of a single life annuity, a joint and 50 percent survivor annuity or a joint and

50 percent contingent annuity (ignoring the 50 percent lump sum option that is no

longer available). What benefit payment forms will PBGC allow?

If a participant is already retired and receiving benefits on DOPT, the PBGC will

continue the form in which the benefits are being paid after DOPT, and the participant

cannot change that form. However, we have been advised that, in the case of pilots who

have retired since October 1, 2005 and who elected but have not received a lump sum due

to the liquidity shortfall, the PBGC will allow a new election for the value of the

remaining unpaid lump sum.

For benefits not already in pay status as of DOPT, the PBGC makes distributions

available in the following forms: single life annuity; joint and 50 percent, 75 percent or

100 percent survivor annuity; 5-, 10-, or 15-year certain-and-continuous annuity; and

joint and 50 percent survivor "pop-up" annuity (in which case, if the designated

beneficiary dies first, the participant's benefit "pops up" to the level that would have been

paid in the form of a single life annuity).

The PBGC does not pay benefits in the form of a lump sum or partial lump sum (other

than for very small lump sums). In fact, the Retirement Plan may not pay lumps sums or

partial lump sums after June 19, 2006, the date the Company issued the Notice of Intent

to Terminate. This means that no lump sum payments can be made after June 19, 2006,

even if the Retirement Plan were to come out of liquidity shortfall.

D. Special Rules and Circumstances

D1. Will the termination of the Retirement Plan and nonqualified plans have any impact

on my other retiree benefits from Delta?

No, with the following exception. Under LOA 51, the Company contributions to the

Pilots DC Plan will be a flat 9 percent of earnings for all pilots, rather than the

percentages from the contribution grid in LOA 46.

D2. When may I start my benefit once the Retirement Plan is terminated?

In accordance with the provisions of the Retirement Plan, once you reach age 50, you

may start your benefit after you retire or otherwise terminate your employment with

Delta. Age 50 is the earliest date at which you are eligible to begin receiving benefits

under our Retirement Plan.

D3. Will the PBGC adjust my benefit annually for increases in cost-of-living?

No; there are no cost-of-living adjustments. We also believe that the PBGC will not pay

any variable increases for pilots receiving variable benefits from the Retirement Plan.

D4. What happens to the Retirement Plan during the transition from Delta to the

PBGC?

During the transition, the plan administrator must continue to carry out the normal

operations of the Retirement Plan, such as processing retirement applications and paying

benefits. However, pursuant to PBGC guidelines, the plan administrator must reduce

benefits to the levels estimated to be payable under the PBGC’s Priority Categories. The

purpose of these guidelines is to reduce the possibility of overpayments that the PBGC

would seek to recoup later (see Q&A D6 below).

D5. Please explain the process the PBGC will follow in adjusting benefits payable after

DOPT in accordance with the Priority Categories.

The PBGC's benefit determination process is a two-step process. Based on its initial

analysis of the Retirement Plan's assets and liabilities as of DOPT, the PBGC will

initially adjust benefits to retired pilots and to pilots as they retire in the future, as

necessary, to pay PBGC-determined "estimated benefits." Then, following a period of

time during which the PBGC will conduct a complete analysis of the Retirement Plan’s

assets, liabilities and recoveries, the PBGC will make a final benefit determination for

each participant. The PBGC's stated goal is to get the final benefit determinations

completed within three years after DOPT. The PBGC will notify each participant of its

final benefit determination, and will provide the opportunity for each participant to

appeal this final benefit determination within the 45-day period following such notice.

D6. After the PBGC makes its final benefit determination, what happens if the benefits I

have been receiving since DOPT turn out to have been too high or too low?

If the participant has been underpaid since DOPT based on the PBGC’s final benefit

determination, then the PBGC will pay the participant the amount of such shortfall in a

lump sum payment with interest following the final benefit determination. If the

participant has been overpaid since DOPT, the PBGC may recoup the overpayment,

allowing the participant to repay the excess amount without interest. Repayments may be

made in a lump sum, or by having future monthly benefit checks reduced until the

overpayment has been repaid, or by making repayments in installments if there are no

future monthly benefit payments from which deductions may be made.

D7. I retired before the liquidity shortfall and received 50 percent of my Formula

Benefit in a lump sum. Will the PBGC be able to recover any part of the lump sum

from me?

The PBGC has no authority to recover from a participant any benefit payments made

from the Retirement Plan before September 2, 2003, but does have the authority to

“recapture” a portion of benefit payments made after September 2, 2003. In general, the

amount the PBGC may recapture is equal to the total of benefit payments made to the

participant during the three-year period beginning September 2, 2003, minus the sum of

(a) the amount that would have been paid in the form of a single life annuity during such

period plus (b) the amount equal to the present value of his future benefits payable by the

PBGC after DOPT. Although it has this authority, we understand (based on past

experience) that the PBGC would not likely seek to recapture any portion of the partial

lump sum payments that have been made to retired participants after September 2, 2003,

since the lump sum payments were not being made in anticipation of the Retirement Plan

terminating but rather were made in the ordinary course of plan administration.

D8. Will my Social Security benefits be reduced if my Retirement Plan benefits are paid

by the PBGC?

No. No reduction will be made to your Social Security benefits, whether your Retirement

Plan benefits are paid by the Retirement Plan or by the PBGC. Although your net

Retirement Plan benefit is calculated after application of the offset attributable to your

Social Security benefits (maximum of $259/month at age 62), this reduction has no

impact whatsoever on the actual amount of your Social Security benefits.

D9. Will my military retirement benefit be reduced if my Retirement Plan benefits are

paid by the PBGC?

No. There is no relationship between your Retirement Plan benefits and your military

retirement benefits.

D10. If I am age 61- 1/2 when the Retirement Plan terminates, will the PBGC apply the

guarantee for age 61 or age 62?

The PBGC guarantees for ages between full years are pro-rated to the nearest full month,

using straight line interpolation. For example, using the 2006 PBGC schedule, the PBGC

guarantee for age 61 and 6 months would be $2,998.55 per month (which is halfway

between the $2,859.54 guarantee for age 61 and the $3,137.56 guarantee for age 62).

D11. If my benefit under the Retirement Plan is less than the PBGC guarantee, will I

receive the PBGC guarantee amount following a termination of the Retirement

Plan?

No. If your benefit covered by PC-4 is less than the PBGC guarantee amount for your

age and payment form, this simply means that your benefit covered by PC-4 would be

fully insured by the PBGC. In this situation, you would receive your full benefit covered

by PC-4 at the time you actually retire.

D12. I am a furloughed pilot age 30 and have an accrued normal retirement benefit of

$2,000 per month, payable at age 60. If I wait until age 60 to commence my

Retirement Plan benefit, will I be entitled to receive my accrued benefit of $2,000?

Yes. Your $2,000 normal retirement benefit payable at age 60 would be fully insured by

the PBGC, since it is lower than the maximum PBGC guarantee of $2,581.53 at age 60.

If, however, you retire early and commence your benefit prior to age 60, your benefit

would be calculated with the early retirement reduction of 3 percent/year (.25

percent/month). Such reduced benefit would be protected up to the PBGC guarantee

applicable to your age when you commence your benefit. The earliest date you may

commence your benefit is age 50. If you retired and commenced receiving your benefit

at age 50, your calculated benefit would be $1,400/month ($2,000 x 70 percent), but you

would receive only $1,390.06/month, the PBGC guarantee amount at age 50.

D13. How will the PBGC guarantee apply to the Joint and 50 percent Survivor Annuity

and the Joint and 50 percent Contingent Annuity Benefit?

The PBGC guarantee amounts are all expressed in the form of a single life annuity. The

guarantee amounts must be converted to actuarial equivalent amounts for benefits paid in

other forms. The dollar amount of the guarantee will be lower for benefits paid in the

form of either a joint and 50 percent survivor annuity or a joint and 50 percent contingent

annuity, and will be determined by the PBGC using applicable actuarial assumptions.

D14. May I commence my Retirement Plan benefit while working for Delta?

No. The Retirement Plan requires that a participant retire or otherwise terminate

employment with Delta in order to begin receiving benefits. The earliest retirement age

under the Retirement Plan is age 50. A participant who terminated employment prior to

age 50 may commence benefits only on or after attaining age 50.

D15. May I commence my Retirement Plan benefit while working for Delta Global

Services (DGS)?

Yes, as is currently allowed by the Retirement Plan.

D16. If a married pilot dies prior to commencing his Retirement Plan benefit, would his

spouse's survivor benefit be protected by the PBGC guarantee? What if a single

pilot dies prior to commencing his Retirement Plan benefit?

If a married pilot dies before commencing his Retirement Plan benefit, his surviving

spouse is entitled to receive the Qualified Pre-Retirement Survivor Benefit (QPRSB).

The QPRSB is a monthly benefit payable to the pilot’s surviving spouse's equal to 50

percent of the amount the pilot would have received, assuming he had retired on the day

before his death (or if he was under age 50, assuming that he had survived to age 50 and

then retired), and elected to receive his benefit in the form of a joint and 50 percent

survivor annuity. If the pilot was not yet age 50 when he died, the surviving spouse’s

benefit may begin when the pilot would have attained age 50. The PBGC will continue

to provide the QPRSB to surviving spouses, whether the pilot’s death is before or after

the DOPT.

If a single pilot dies before commencing his Retirement Plan benefit, no survivor benefits

are payable under the Retirement Plan.

If a married pilot or single pilot dies after commencing his Retirement Plan benefit,

benefits will be payable to the pilot’s survivors only if survivor benefits are provided

under the form of benefit the pilot elected.

D17. Will the PBGC charge Retirement Plan participants for QPRSB coverage?

Generally, no, since QPRSB charges no longer apply to the benefits of pilots still on the

seniority list. However, if a participant has a benefit that was subject to QPRSB charges

under the terms of the Retirement Plan applicable to that participant, then the PBGC will

apply those charges.

D18. Will the PBGC charge Retirement Plan participants for Supplemental Pre-

Retirement Survivor Benefit coverage (SPRSB)?

We do not know whether the PBGC will continue to allow pilots the option to be covered

for this benefit. If the PBGC does allow continued coverage, we expect charges would

be applied for such coverage in a manner similar to the way the Retirement Plan currently

charges for such coverage. Charges are made by applying an appropriate reduction to

benefits when they become payable.

D19. I am the surviving spouse of a Delta pilot and am receiving a survivor's benefit from

the Retirement Plan. Will my benefit be protected in a distress termination?

The same rules apply whether the survivor's benefit is paid as a result of the pilot's death

before retirement or after retirement. If the survivor benefit has been in pay status for

three years as of DOPT, then the survivor benefit will be covered by PC-3. Assuming

PC-3 is 80 percent funded, then only 80 percent of the survivor benefit will be paid under

PC-3.

If the survivor benefit has been in pay status for less than three years as of DOPT (i.e.,

the participant died after September 2, 2003), then the survivor benefit will be in PC-3

only if the participant's retirement benefit would have been in PC-3. That is, the

survivor's benefit will be in PC-3 if the participant was at least age 50 by September 2,

2003. If so, then for purposes of determining the amount of the survivor's benefit

covered by PC-3, the participant will be deemed to have died on September 1, 2003.

Survivor benefits are also payable under PC-4, up to the maximum PBGC guarantee

amount (per Appendix B).

D20. If part of my Retirement Plan benefit was assigned to my former spouse under a

QDRO, will each of our benefits be protected by the PBGC guarantee?

Together, the pilot and the alternate payee under the QDRO share the PBGC guarantee

amount that would have applied to only the pilot had there been no QDRO.

D21. Are Retirement Plan benefits paid by the PBGC taxable?

Yes. Your benefits under the Retirement Plan are taxable whether they are paid directly

from the Retirement Plan or by the PBGC.

D22. Currently, the monthly premiums I pay for coverage under the Delta's retiree

medical and dental plans are deducted from my monthly Retirement Plan check.

How will I pay those premiums after the PBGC takes over the Retirement Plan

payments?

After the transition of the Retirement Plan to the PBGC, we expect, based on prior

experience, that retirees covered under the Delta medical and dental plans will be billed

directly by Delta or its agent.

D23. Will the PBGC provide for electronic deposit of my monthly Retirement Plan

benefit checks?

Yes.

D24. How will the Western D-Plan benefits for former Western pilots be impacted by the

termination of the Retirement Plan?

Termination of the Retirement Plan does not affect benefits payable under the Western

D-Plan. If the Western D-Plan is later terminated in a distress or involuntary termination

in which PC-4 is not fully funded by Western D-Plan assets, then participants in the

Western D-Plan will be subject to the PBGC guarantee amount aggregation rules

discussed in Q&A D25 below.

D25. I am a former pilot of Eastern, Pan Am or TWA. When I retire from Delta, I will

also be receiving a benefit from the PBGC with respect to my prior airline’s

terminated plan. Will my receipt of these other benefits affect the benefits I receive

from the PBGC under the Delta Pilots Retirement Plan?

Generally, the PBGC aggregates an individual's benefits from two or more terminated

plans for purposes of applying the PBGC maximum guarantee. However, such

aggregation applies only with respect to benefits payable by the PBGC from its funds.

The Eastern pilots’ plan was 100 percent funded through PC-4, which is the PBGC

guarantee, and partially funded through PC-5. Because the PBGC will use none of its

own funds to pay benefits under the Eastern plan, former Eastern pilots who also have a

benefit under the Delta Pilots Retirement Plan will be entitled to receive the full PBGC

guarantee with respect to the Delta Pilots Retirement Plan.

The situation is different under the TWA and Pan Am pilots’ plans. PC-4 benefits were

not 100 percent funded by plan assets in either of these plans. Therefore, to the extent

that a participant had a benefit payable under PC-4 from either of these plans, the portion

of such benefit funded by the PBGC’s assets will reduce the PBGC maximum guarantee

amount (per Appendix B) that is available to that pilot with respect to the Delta Pilots

Retirement Plan.

D26. What benefit will I receive upon termination of the Retirement Plan if I am entitled

to a benefit both as a pilot participant and as the surviving spouse of a pilot?

The PBGC does not aggregate benefits with respect to two or more participants when

applying the PBGC guarantee. If a pilot is entitled to a monthly pension benefit in her

own right under the Retirement Plan and to a monthly survivor benefit with respect to her

deceased husband who was also a pilot, the PBGC will not aggregate the two benefits

when determining the maximum PBGC guarantee. This individual would be entitled to a

separate PBGC guarantee for each of the two benefits.

D27. When I begin receiving benefits from the PBGC, will I be eligible for the Health

Coverage Tax Credit?

The Health Coverage Tax Credit (HCTC) may apply to an individual who is age 55 or

older, receiving benefits from the PBGC, not eligible for Medicare or Medicaid, and

enrolled in a qualifying health plan. The tax credit is equal to 65 percent of the amount

of health insurance premiums paid by the eligible individual. The HCTC is administered

by the HCTC Program, within the IRS. After receiving information from the PBGC, the

HCTC Program sends eligible individuals the HCTC program kit, including an

application. You may go to http://www.irs.gov/individuals/article/0,,id=109956,00.html

for more information.

D28. Where can I find out more information about the PBGC and its rules?

Go to www.pbgc.gov.

E. Pending Legislation

E1. Please explain what funding relief would be provided to DB plans maintained by

airlines, under the legislation presently pending before Congress.

On November 16, 2005, the Senate passed S 1783, the Pension Security and

Transparency Act of 2005. Prior to passage of S 1783, two amendments affecting airline

DB plans were adopted. One amendment provided that special 20-year funding relief

could be elected for passenger airline DB plans. The second amendment incorporated the

language from S 665, a bill previously introduced in the Senate by Senator Akaka. That

language provides for potentially higher PBGC dollar guarantees for pilot participants in

terminated DB plans.

On December 15, 2005, the House passed HR 2830, the Pension Protection Act of 2005.

It has no airline-specific relief provisions and does not contain the Akaka amendment

language included in S 1783.

A Conference Committee was appointed by the House and Senate early in March, 2006

to resolve the differences between the two bills. When the House appointed its members

to the Conference Committee, it also passed a non-binding resolution asking its conferees

to accept the airline funding relief provisions of the Senate bill as well as the language

providing for potentially higher PBGC dollar guarantees for pilots of terminated defined

benefit plans (the Akaka amendment).

The Conference Committee is continuing to try to arrive at a compromise bill that both

the House and Senate can agree on. Unfortunately, they have already missed two selfimposed

deadlines (April 15 and Memorial Day), and have now set July 4 as their new

target. We are hopeful that they will reach agreement shortly, and ALPA has been urging

them to do so.

E2. Could the Retirement Plan be saved under the pending legislation?

Even with the 20-year funding period provided in S 1783, the Retirement Plan is not

likely to survive the bankruptcy process. Among other reasons, the amount of annual

cash contributions required for the Delta Pilots Retirement Plan, even under the relaxed

funding rules, might affect Delta’s ability to attract financing sufficient to fund an exit

from bankruptcy. While the legislative funding relief may allow Delta to maintain the

non-contract employees’ DB plan after bankruptcy, due to the lower contribution

requirements for that plan, it is unlikely that it can save our Retirement Plan.

E3. I understand that the pending legislation provides for an increase in the PBGC

maximum guarantee for pilots forced to retire at age 60. Would the Retirement

Plan be covered by that provision?

Yes. The language added to S 1783 by the Akaka amendment could be very important to

the Delta pilots. As explained earlier, the PBGC dollar guarantees are based on the age

of the pilot at the later of the date his benefit commences or DOPT. The Akaka

amendment would allow pilots to receive the full age 65 PBGC dollar guarantee at the

FAA mandatory retirement age (currently age 60). As presently worded, the Akaka

amendment would apply to the Retirement Plan even if the legislation is enacted after the

DOPT.

E4. If the Akaka amendment is enacted, what would be its impact on benefits payable

under our Retirement Plan?

The table set forth in Appendix C illustrates how the PBGC dollar guarantees would be

impacted by the current Akaka amendment language. You can see that, under the Akaka

amendment, the PBGC maximum guarantee amounts would be approximately 53.85

percent higher than they are without the Akaka amendment.

APPENDIX A

Annuity Benefit Limit under Section 415(b) for Early Retirement Before Age 60

Annuity Benefit Limit under Section 415(b) of the

Internal Revenue Code

(Single Life Annuity)*

Age at

Retirement (when

benefits

commence)

2003

2004

2005

2006

60 $160,000 $165,000 $170,000 $175,000

59-11/12 136,251 140,509 144,766 149,024

59-10/12 135,427 139,659 143,891 148,123

59-9/12 134,603 138,809 143,015 147,222

59-8/12 133,779 137,959 142,140 146,321

59-7/12 132,955 137,110 141,264 145,419

59-6/12 132,131 136,260 140,389 144,518

59-5/12 131,307 135,410 139,514 143,617

59-4/12 130,483 134,560 138,638 142,716

59-3/12 129,659 133,711 137,763 141,814

59-2/12 128,835 132,861 136,887 140,913

59-1/12 128,011 132,011 136,012 140,012

59 127,187 131,162 135,136 139,111

58 118,190 121,884 125,577 129,271

57 109,985 113,422 116,859 120,296

56 102,486 105,689 108,891 112,094

55 95,617 98,605 101,593 104,581

54 89,313 92,104 94,895 97,686

53 83,516 86,126 88,736 91,345

52 78,175 80,618 83,061 85,504

51 73,246 75,535 77,824 80,113

50 68,689 70,836 72,982 75,129

*Limit is adjusted for benefits paid in a form other than a single life annuity.

Note that for ages below age 59, straight line interpolation would be used for ages

between the integer ages shown.

APPENDIX B

PBGC MAXIMUM GUARANTEES FOR QUALIFIED DB

PLANS TERMINATING IN 2006

PARTICIPANT’S AGE ON

LATER OF BENEFIT

COMMENCEMENT DATE OR

PLAN TERMINATION DATE*

PBGC MAXIMUM GUARANTEE

(Single Life Annuity)*

MONTHLY ANNUAL

70 (1.66 x limit) $6,592.84 $79,114.08

69 (1.49 x limit) $5,917.67 $71,012.04

68 (1.34 x limit) $5,321.93 $63,863.16

67 (1.21 x limit) $4,805.62 $57,667.44

66 (1.10 x limit) $4,368.75 $52,425.00

65 (100 percent of limit applies at 65) $3,971.59 $47,659.08

64 (.93 x limit) $3,693.58 $44,322.96

63 (.86 x limit) $3,415.57 $40,986.84

62 (.79 x limit) $3,137.56 $37,650.72

61 (.72 x limit) $2,859.54 $34,314.48

60 (.65 x limit) $2,581.53 $30,978.36

59 (.61 x limit) $2,422.67 $29,072.04

58 (.57 x limit) $2,263.81 $27,165.72

57 (.53 x limit) $2,104.94 $25,259.28

56 (.49 x limit) $1,946.08 $23,352.96

55 (.45 x limit) $1,787.22 $21,446.64

54 (.43 x limit) $1,707.78 $20,493.36

53 (.41 x limit) $1,628.35 $19,540.20

52 (.39 x limit) $1,548.92 $18,587.04

51 (.37 x limit) $1,469.49 $17,633.88

50 (.35 x limit) $1,390.06 $16,680.72

*The PBGC guarantee is higher for ages above 70, lower for ages below 50, and

actuarially adjusted for benefits paid in a form other than a single life annuity.

Note: For participants in PC-3, the PBGC guarantees the amount of the

participant’s PC-3 benefit funded by the plan’s assets, if such amount is

higher than the amount shown in this table.

APPENDIX C

EFFECT OF AKAKA AMENDMENT ON

PBGC MAXIMUM GUARANTEE AMOUNTS

FOR PILOTS

PARTICIPANT’S AGE

ON LATER OF

BENEFIT

COMMENCEMENT

DATE OR PLAN

TERMINATION DATE*

CURRENT 2006

PBGC MAXIMUM

ANNUAL GUARANTEE

WITHOUT AKAKA

AMENDMENT

(Single Life Annuity)*

ESTIMATED 2006

PBGC MAXIMUM

ANNUAL

GUARANTEE UNDER

AKAKA AMENDMENT

(Single Life Annuity)*

70 $79,114.08 $121,713.96

69 $71,012.04 $109,249.32

68 $63,863.16 $98,251.08

67 $57,667.44 $88,719.24

66 $52,425.00 $80,653.80

65 $47,659.08 $73,321.68

64 $44,322.96 $68,189.16

63 $40,986.84 $63,056.64

62 $37,650.72 $57,924.12

61 $34,314.48 $52,791.60

60 $30,978.36 $47,659.08

59 $29,072.04 $44,726.16

58 $27,165.72 $41,793.36

57 $25,259.28 $38,860.44

56 $23,352.96 $35,927.64

55 $21,446.64 $32,994.72

54 $20,493.36 $31,528.32

53 $19,540.20 $30,061.92

52 $18,587.04 $28,595.40

51 $17,633.88 $27,129.00

50 $16,680.72 $25,662.60

*The PBGC guarantee is higher for ages above 70, lower for ages below 50, and

actuarially adjusted for benefits paid in a form other than a single life annuity.

Note: For participants in PC-3, the PBGC guarantees the amount of the

participant’s PC-3 benefit funded by the plan’s assets, if such amount is

higher than the amount shown in this table.

 

LOA 51 Ballot Results
May 31, 2006


> Shortly after 10:00 am this morning the Delta pilots ratified Side Letter
> of Agreement #51. The voting closed with 95% of eligible pilots casting a
> ballot. Of those, 61% of the Delta pilots voted in-favor of the new
> contract. The U.S. Bankruptcy Court must now approve the agreement. This
> email will be followed later today by a letter to all pilots from MEC
> Chairman, Captain Lee Moak

A Note From Your MEC Regarding the PBGC's Recent Court Objection
May 29,2006

On May 24th the Pension Benefit Guarantee Corporation (PBGC) filed in Bankruptcy court an objection to judicial approval of Letter of Agreement #51.  Any interested party may file an objection to any motion before the court. The PBGC's objection is not unexpected.  To be very clear both Delta and ALPA believe the PBGC objection is without merit and both will oppose the PBGC objection.  We will aggressively assert that, if ratified by the membership, LOA 51 should be approved by the court and is in the best interest of all parties.

 The PBGC objection can have no effect on the terms of LOA #51.  If ratified by the membership the court's only choice is to grant or deny Delta's 363 motion and hence to approve or disapprove LOA #51.  The court does not have the power to modify LOA #51.

  A message from your elected representatives
  May 27, 2006

You have heard from us individually, as representatives of our Councils. You have also heard from your MEC officers and negotiators, but now we want to take an unusual step and address you, the Delta pilots, directly as a nearly unanimous group, your MEC together, collectively.  We have asked a lot from you in the last few months and you have responded.  You volunteered to work in the Delta Pilot Network and Strike Committee.  You attended rallies, picketing and practice strikes.  You emptied your lockers and sent a clear message to the world that Delta pilots would strike if our contract were rejected.  Now we are asking you for one last effort. It is time for your voice to be heard with your vote on this TA.

 Make no mistake; our tentative agreement is now under assault.  You know the environment we operate in: a bankruptcy regulation that favors the debtor and a political climate that favors management.  We now see other parties crawling out from the woodwork. They want to attack this agreement and our attempt to salvage our careers.  In an ironic twist, the PBGC -- a government corporation formed to protect workers now actively opposes our agreement in U.S bankruptcy court. Even our own retired pilots, assert with the court that we should take even further cuts to protect their retirement package.

 In Letter of Agreement #50, the MEC made a strategic decision to gain time to ensure that our negotiations could be completed in a comprehensive manner, including acknowledgement of our pension plan status and equity returns to help make up for our sacrifices.  In Tentative Agreement #51 we were able to accomplish those goals.  The PBGC and the DP3 have filed motions to have the agreement rejected in its entirety because they know they can't "cherry pick", eliminating the returns package without the entire deal becoming void. These parties are essentially demanding a seat at the table to negotiate OUR CONTRACT. 

 When we met in New Orleans to discuss MEC ratification we discussed all options available to us.  After careful consideration and protracted debate, we decided 12-1 that this TA was the best course of action.  Economic conditions are changing, and our financial advisors have agreed with management's analysis that present conditions favor mainline growth. We believe this agreement sets the stage for Delta to achieve growth plans, and allows Delta pilots to benefit from that growth.  But even if we assume the worst -- that there will be no growth - we would urge ratification.  The reasons have been enumerated and discussed at length in previous communiqués.  If those reasons aren't enough, the reaction of other parties to TA 51 should be compelling. It is now very clear that other entities want a piece of our agreement; galvanizing our belief in the value this TA represents to Delta's pilots.

 Some in our pilot group have intimated that our decision to support TA 51 is based on fear or cowardice.  If the circumstances were not so serious, this assertion would be laughable.  When Delta filed for bankruptcy and presented its 1113 demands, the financial community expected the Delta pilots to follow the path marked out by our senior executives.  They thought we would, as a pilot group, meekly give in to senior management, accept what they demanded.then naively stare in wide-eyed wonder as the inevitable demise of the pension occurred.  It would have been quick and easy for our pilot group to accept that fate. Instead, we knew the Delta pilots were ready to fight for our careers and our families.

We responded to senior executives' demands with a full-scale defense of our careers.  We fought them in court, at the bargaining table, in the financial community, in the press and even on the other side of the Atlantic. Our pilot group aggressively responded to these attacks as no other group could.  We marched, we rallied, we got our word out in the media and we took control of our fate.  TA 51, while concessionary, stands above pilot contracts at the other restructured carriers.  We did not contribute to the race for the bottom; we did not exacerbate the situation. Rather, we drove a stake in the ground to say it will go no further.

 Once again it is your turn to take action and shape your own future.  We support this agreement and urge you to vote YES on this TA.  Regardless of whether you ultimately decide to vote yes or no, vote TODAY.  If the TA is voted down, your MEC stands united and ready to respect your decision -- to continue our defense against the assault on our profession. Outside parties will continue to attempt to take advantage of the bankruptcy situation, hoping to steal a piece of our fairly negotiated deal. An overwhelming return on this vote will demonstrate the Delta pilots remain resolved to take responsibility for our own destiny. It will send another message as well: we will not stand for any interference in the business of the Delta pilots' contract.

 We are privileged to represent the Delta pilots in our respective Councils.  We are honored to have stood together with you on the picket line.  Finally, we are sure you will answer the call again.  If you have not voted, please do so today.

 Thank you for your support and participation. 

Council 016
Captain Frank Furbish
F/O Bill McClaren
Captain Malcolm Adam
Council 044
Captain Art Williams
Captain Mark Moore
F/O Bill Kessler
Council 048
F/O Dick Holloway
Captain Dave Short
Council 66
Captain Brian McManus
F/O Norm Abare
F/O John Owen
Council 081
Captain Ed Thiel
F/O Charlie Swindells
F/O Brad Dicks
Council 108
Captain Rich Harwood
F/O Rob Connell
F/O Tony Gerst

 

Chairman's Letter 052406

May 24, 2006

 Dear Fellow Pilot,

 As of today, there is one week remaining to the deadline for the ratification vote of LOA 51. Balloting closes next Wednesday, May 31, 2006, at 10:00 a.m. EDT. Voting instructions are included at the end of this letter.

 As I wrote to you last week, it is never easy to vote "In Favor" of a concessionary agreement. Regardless of how you feel about the agreement, I want to encourage you to vote. To date only 52% of eligible pilots have voted on a ratification ballot that may be the most important of our entire careers. If you have not yet voted, please take the time to do so today.

 You have been inundated with information concerning the TA, including a recently distributed hardcopy document that provides you with virtually all information from ALPA about the TA. This printed document will provide you with a single source for most of the questions you may have about the agreement. The information you have received from ALPA has been thoroughly researched, is technically accurate and has been vetted by a team of subject matter experts, economic advisors, investment bankers and attorneys. This corps of professionals, both internal to ALPA and retained outside consultants, has provided you with the information and expertise you need to make an informed decision on the TA.

 While your MEC and my Administration welcome open, vigorous debate on the issues surrounding this agreement, an unfortunate byproduct of this healthy democratic process is that inaccuracies and misrepresentations of facts about the TA are now being widely disseminated. While I believe that some of the inaccuracies are the result of well-intentioned efforts, it is clear that some are knowingly misrepresenting facts to provide a fallacious basis for their "vote no" argument. We have directly engaged those who have distributed much of the misinformation, but despite our best efforts they continue to play on emotion and misrepresent the truth to further their efforts to ensure the TA fails. There are those in the pilot group who are now actively misleading others on issues such as sick leave, D & S, retirement, financial returns and the overall structure of the agreement. Perhaps most egregious of all, if the TA is ratified, some are even recommending that the President of our union take action to overturn the will of our pilot group -- a move counter to the very root of the membership ratification process. While I believe that every pilot on our seniority list should vote his conscience on this TA, we must all base our vote on truth and on factual representations of the agreement before us.

 While we face challenges from within, we also face external challenges that provide us further evidence that the agreement crafted by our negotiators is one that is fair and meets our goals. In fact, these attacks challenge not the fairness of our agreement, but instead attempt to redistribute value to other groups, such as the PBGC and a group representing large numbers of retired Delta pilots. The goodwill of the Delta pilots, in support of our retired pilots post-bankruptcy, is now being turned against us to support a retirement that those of us still flying Delta airplanes may never see. While these attacks were anticipated, and while we are confident we will prevail in court, these challenges should provide a wake-up call to every Delta pilot who doubts the real value in the TA. While we continue to face these challenges and prepare for the many that still lie ahead, we must not lose sight of the matter at hand. There is only one week left in the voting window on TA 51, and almost half of the pilot group has yet to vote.

 

If you still have questions concerning the TA call the ALPA office or go to the pilot lounge. Your representatives, P2P reps and Delta Pilot Network volunteers are available to you on a daily basis through the end of the voting period. Vote your conscience, but do not allow yourself to be swayed by misinformation, blatant misrepresentation of technical details and political agendas that are not in the best interests of you, your career and your family. The ramifications of not casting an informed vote, one based on fact and truth, are enormous.

 

Please vote today.

 Fraternally,

Lee Moak, Chairman

Delta MEC

 
Subject: Chairman's Letter 032406

March 24, 2006

 Dear Fellow Pilot,

 Yesterday, March 23, the hearings before the three-man neutral panel concluded in Washington , D.C. Throughout the course of the hearings, I have been dismayed but not surprised as I continue to observe that Delta's senior executives choose to diverge from the central philosophy that made our once great airline a success. They have forgotten that in a customer service industry like ours, people matter. It was our culture.

 Delta founder C.E. Woolman understood that people matter. He used that philosophy to turn a small southern crop dusting operation into one of the most successful airlines in the world. Mr. Woolman iterated this core belief when he said, "All airlines are the same. Only the people make them different," a statement that is just as true now as it was when he said it. "This business," Mr. Woolman said, "is nuts and bolts, but it's primarily people." 

 Herb Kelleher, founder and long-time CEO of Southwest Airlines, understands this philosophy too. He took the idea of a small intra-state discount airline and arguably turned it into the most successful low-fare carrier in the world. His business model was innovative, but others tried to copy it and failed. Why? Because people matter. Mr. Kelleher implemented his plan with the understanding that he needed to staff his airline with good people and then treat them right. Despite the fact that they have the most heavily unionized workforce in the U.S. airline industry, with employees who are paid at or near the top of industry scales, Southwest consistently makes a profit and ranks at the top of customer satisfaction surveys.

 Both of these men knew that leaders take care of their people, and, in turn, their people take care of the customers. Conversely, the most dedicated people -Delta people-can be stifled by poor leadership.

 In 1993, Delta and others were experiencing many threats similar to what we face today, though to a smaller degree. Still, Delta was ranked as Number Two in Fortune magazine's "100 Best Companies to Work for in America ." The esprit de corps of the Delta family was the envy of the industry. Today, however, under the "leadership" of the current senior executives, we don't even make the list of the Top 100.

 Delta senior executives continue to distance themselves from the historical leadership style that made Delta a success, choosing instead to more closely align themselves with a "Lorenzoesque" management style, including the hiring of former Frank Lorenzo associates. Make no mistake-you don't hire Frank Lorenzo's team to implement a pro-employee, team-building strategy. Lorenzo justly earned a reputation as the most anti-union boss of the late 20th century. In the long run, his tactics were viewed as fatally flawed and his name became synonymous with union busting. Now, his legacy is alive here.

 Still, Delta's current senior executives like to pretend that they understand how important the Delta employees are. At the 2004 Annual Shareholders meeting, our current CEO stated, "Based on 16 years with Delta's Board of Directors, and even before, I know that what makes this company special is its people."

 But actions speak louder than words. At Delta, ticket agents have been replaced by kiosks. Mechanics have been outsourced with questionable financial returns for the effort. Flight Attendants are staffed so thinly that they are unable to provide their former level of service. Reservation agents' jobs have been moved overseas. Management seeks to eliminate furlough protections for pilots while they use the legal system to fund their own "management furlough fund." And of course, Delta senior management has decided that they want to reject the pilot contract in total. It appears that was always their intent. You will recall that Delta management referred to their term sheet as their 1113 filing even before they filed for Chapter 11. Once in Chapter 11, they wasted little time before filing their 1113 motion.

 Throughout the Chapter 11 process, and the 1113 process in particular, and despite the rhetoric to the contrary, Delta management's philosophy has been that people don't matter. To them, costs-and only costs-matter. To them, employees are not assets; they are liabilities. A true leader does not speak of valued employees and then reject those employees. But that's exactly what the 1113 process is about-rejection. It's about the rejection of a collective bargaining agreement. But it's also about the rejection of a bargaining process that has worked successfully for over six decades, and, above all, it is about a rejection of the Delta pilots, the frontline employees who hold so much of the future success of Delta Air Lines in their hands.

 The decision to take the 1113 path was a management choice, and as I wrote to you last fall, it was also a management failure. By choosing the path of failure, they abdicated their duty to meaningfully negotiate in order to take what management perceived to be the easy way out. But, as most of us learned when we were still children, rarely is the easy way out the best way out. If management had been able to make the intellectual argument for a business case that supported their demands, they could have done so outside the 1113 process, and as we always have, we would have listened and responded appropriately. But they could not. Instead, they have attempted to use the 1113 process to extract brute force concessions.

 Let me provide you with an example. As part of Letter 46, and to ensure that the Delta pilots would not be unfairly targeted in the event of a Chapter 11 filing after making concessions of $5 billion dollars, Delta management and ALPA signed the Bankruptcy Protection Letter (BPL). This letter was also a very important part of Letter 50. Now, Delta senior executives try to make the argument that the Bankruptcy Protection Letter is somehow not about bankruptcy, and that it doesn't provide protection. It's a bizarre line of reasoning based on legal maneuvering in an attempt to avoid living up to the terms of an agreement like honorable men should.

 People matter, but until and unless Delta's senior executives embrace that concept, Delta cannot succeed.

 One must wonder what Mr. Woolman would think of the airline he created if he were alive today.

Fraternally,

Lee Moak , Chairman

Delta MEC

 

 

 Negotiators' Notepad 06-02
Friday, March 03, 2006 

March 1st marked the date set for the two negotiating committees to reach a consensual agreement in accordance with Letter of Agreement (LOA) 50. The deadline has passed without a tentative agreement. As a result, we feel that this is an appropriate time to update you on the progress of negotiations and what we expect in the weeks ahead.

 

After the Special MEC meeting at the end of January, we set an aggressive schedule for negotiations through February. The committees agreed to meet on Tuesday through Thursday of each week in February, except for meeting only one day during the week of the Regular MEC meeting. In addition to these negotiating sessions, we have participated in costing sessions and financial update meetings.

 

After months of negotiations starting last autumn, we must continue to report that management is not negotiating in the traditional sense. They have made only minor movement with regard to the major issues of economics and job security. Despite a small reduction in their original demand, their current arbitrary position is far too high to provide the basis for an agreement. Further, management now admits that our defined benefit plan will very likely be terminated, but they have yet to provide the pilot group with any cost savings credit associated with this radical change to our benefit structure. They also continue to seek major changes in our scope protections with no corresponding credit. In other words, management in reality demands over one-half billion dollars in the restructuring of our PWA.

 

As required by LOA 50, management has addressed equity and profit sharing, and the offered terms if the DB Plan terminates. But they have not come close to addressing these issues in a way that can produce an agreement.

 

The parties have reached tentative agreements on the following issues:

·        An initial 12-year Captain rate on the EMB-190 of $95.70. Rate increases during the term of the agreement are yet to be agreed to.

·        Deletion of night pay.

·        Deletion of the contractual language concerning the previously awarded stock options (also treated in a separate motion by the Company that applies to all current and former employees). The stock option program from LOA 46 contains a provision to award any forfeited stock options in November 2006 and this language will continue.

·        Relocation changes requiring a pilot to move within 125 miles of his new base if he wants to use a Company paid move.

·        A management pilot may fly a rotation without a line pilot being pay protected if the rotation is picked up from open time within 96 hours of report time. The rotation must be included in at least one PCS run under certain conditions.

·        Report time for Hawaii flights of 60 minutes.

·        Annual pass charge of $50 per pilot family.

·        Contract duration of 4 years, through December 31, 2009.

·        CRAF Letter of Agreement.

 

Management has withdrawn a number of the items from their original 1113(c) proposal, such as:

·        A change to the maximum scheduled duty time.

·        Changes to the PBS staffing formula.

·        Category freeze changes.

·        Changes to the trip coverage sequence in Section 23.N. & O.

·        The change to not consider a reserve pilot as full until ALV + 15 hours.

·        Parking at a satellite flight attendant base.

 

The parties have resolved a few items that ALPA included as no cost items, such as:

·        Contractual language on the method to determine the pay time for distributed training.

·        ALPA involvement in the development of distributed training.

·        Allow a jumpseat reservation to count in the call-in-honest commuting policy.

·        Provide e-mail addresses under protective rules.

 

Glaringly missing from this list of resolved issues are the major items in management's 1113(c) proposal that they continue to demand from us:

·        Scope provisions.

·        Pay rate reduction.

·        Vacation changes.

·        Furlough changes.

·        Sick leave and other medical benefit changes.

·        Scheduling work rule changes.

·        Retirement changes.

 

And, of course, the largest chasm is the total value of a restructured pilot contract. Management is still demanding over $300 million per year in general contract concessions, plus the value of a terminated Pilot Retirement Plan, plus items they consider of no monetary value, such as scope protection. We have repeatedly advised the management negotiators that their demands do not create a framework for a consensual agreement with ALPA.

 

Our current table position includes $140 million per year in general contract concessions (including some changes to scope), plus additional value from the savings of our Pilot Retirement Plan in the very likely event that it is terminated. Our proposal also includes economic returns to the pilot group over the term of the contract, with our pay rates returning to LOA 46 rates by the amendable date of December 31, 2009. We have discussed equity and profit sharing for the pilots in a reorganized Delta, but have not yet found common ground.

 

We plan on continuing negotiations as we prepare for the hearings before the three-member neutral panel. Some items or positions will change as negotiations evolve. Any further items in the proposals that both negotiating committees can reach agreement on will allow us to focus on the most important issues, such as scope, pay rates and retirement.

 

The week of March 6th will be spent preparing for the hearing with our litigation team in New York, but we continue to be available for negotiations and in all likelihood will continue to exchange proposals. The Neutral Panel hearings have been scheduled for the week of March 13th and March 20th in Washington, D.C. The three neutrals are not required to make a final decision on management's 1113(c) motion until mid-April.

 

So what does this all mean to you? We will proceed in our negotiations as we have been directed by the MEC. We will continue to have this discussion with management at the negotiating table. We need you to stop in to see the Chief Pilot and tell him what you think of the future of Delta Air Lines and what you think of their current proposal. We've heard you loud and clear, and totally agree.

 Tim Rick Randy

 

Delta MEC to Seek Mutual Assistance Agreement
Friday, March 03, 2006

With the passing of Letter 50's March 1 deadline, management's 1113 motion
to reject our contract now moves to the third-party neutral panel in
accordance with the terms of Letter 50.  While the Delta MEC remains
committed to a consensual comprehensive agreement, we must prepare for the
fact that management's actions indicate they seem intent on seeking the
rejection of our contract.  We must prepare for all contingencies.

To that end, the Delta MEC will travel to Amsterdam, Netherlands next week
for a two-day meeting with pilot representatives of the SkyTeam Pilots
Association.  There, the Delta MEC will seek to enter into a Mutual
Assistance Agreement with the other eight members of the Association.

The Mutual Assistance Agreement calls upon member pilots to "pledge [their]
wholehearted and unwavering support to the pilots of Delta Air Lines in
their effort to achieve a comprehensive agreement with the airline and avoid
a rejection of their contract by management."  The Agreement also provides
for specific and extensive measures of mutual support should the Delta
pilots exercise a legal strike in response to Delta senior executive
actions.

The SkyTeam Pilots Association consists of pilots from nine member airlines
around the world who maintain international codeshare agreements with Delta
Air Lines.  Members include pilots from Air France, Alitalia, AeroMexico,
CSA Czech Airlines, Korean Air, KLM, Continental, Northwest and Delta.
Together, SPA member pilots safely fly almost 350 million passengers per
year, nearly one of every four airline passengers in the world, to 684
destinations in 133 countries.

According to Delta MEC Chairman Captain Lee Moak, "This Mutual Assistance
Agreement will represent an unprecedented level of pilot cooperation
spanning time zones, cultures, languages and customs, but bound by the
common bonds and goals we share as highly-skilled professional international
airline pilots."

The Delta pilots remain committed to working with management to achieve a
consensual comprehensive contract.  However, the Mutual Assistance Agreement
is but one of several steps the Delta pilots will engage in to prepare for
the possibility of a contract rejection.

Fraternally,

Lee Moak, Chairman

Delta MEC

 

March 1, 2006
MEC Chairman

Dear Fellow Pilot,

Today, at 5 pm EST, the Letter 50 deadline to negotiate a comprehensive tentative agreement passed without an agreement being reached. We now shift our focus to our litigation strategy while we continue to negotiate and as we transition to the next phase of the Letter 50 process.

I want to briefly review some details of this next phase of the Letter 50 agreement. Management's 1113 motion will now be submitted to a third-party neutral panel in accordance with the provisions and timeline of Letter 50. The initial hearing will commence on March 13, with a final binding decision due no later than 45 days from today-or April 15, 2006. The panel's decision will be based on the standards of Section 1113 of the U.S. Bankruptcy Code as applied by the U.S. Court of Appeals for the Second Circuit. Their decision is limited to either granting or denying management's 1113 motion. In the meantime, all other terms and conditions of Letter 50 remain in effect.

I want to emphasize that we have agreed to a binding decision process, not a binding arbitration process. This distinction is important. Should the panel allow management to reject our contract, Letter 50 ensures that we have the same rights following a rejection decision by the panel as we would following a rejection by the Court. In our view, that includes the right to strike.

While the passing of this deadline without an agreement is disappointing, it is not unexpected. Throughout the Chapter 11 process, management has been nothing, if not predictable, moving only cosmetically from their pre-bankruptcy term sheet of September 12. While the initial phase of Letter 50 provided a second-chance opportunity for management to reconsider their recalcitrance and engage in meaningful dialogue, they instead chose to squander that opportunity in favor of a dangerous game of "negotiations abstention." Their single-element strategy seems to be one of "bankruptcy profiteering" based in large part on the sacrifices of the Delta employees. They use the 1113 process as a brute-force tool, failing to account for the unintended consequences of that flawed strategy. In essence, management's future calls for a rejected contract. We reject that future.

While management's refusal to materially participate in meaningful negotiations has resulted in a failure to reach a comprehensive agreement, we have wisely spent much of the time provided by Letter 50 preparing for this next phase and what may lie beyond. In many ways, the bankruptcy process is far less predictable than that of the more familiar Section 6 negotiations. We must acknowledge and adjust to those differences and respond accordingly. Two recent, but very successful picketing events have demonstrated that we are up to that task. Our Strike Center has reached a level of maturity unrivaled by past efforts. The Delta Pilots Network has reached a new level of sophistication, repeatedly breaking their own records for pilot outreach in terms of both volume and speed. The Pilot-to-Pilot program is ready for rollout targeting both the pilot group and our fellow employees. None of these efforts would have been possible without the countless hours and continued Herculean efforts on the part of many dedicated pilot volunteers. Further, management now admits that their failure to fund our pension plan will likely result in the termination of that plan. This recognition was a key goal of Letter 50.

Over the past several weeks, I have communicated to you the critical need for unity and resolve as we move forward. Now, as we begin to measure the date for a rejection decision in days, instead of weeks and months, it is even more crucial to demonstrate to management that we do not bluff. Over the next several weeks you will be called upon to demonstrate your unity, in ways both large and small. Some of the events will be planned in advance; others may require a short-notice notification and response. You may be asked to picket in the rain or put in long days at the Strike Center. Your participation and dedication to our cause will be vital. Under this phase of Letter 50, your first opportunity to demonstrate the unified resolve of the Delta pilots will present itself in less than one week.

On December 8, 2005, in a unanimous vote, the Delta MEC authorized me to issue a strike ballot at a time of my choosing. That time is now. Management's continued intransigence at the negotiating table requires an appropriate response to a continued inappropriate and stubborn behavior. On Monday, March 6 at 10:00 am, the strike ballot will open. The ballot will close on Tuesday, April 4 at 10:00 am. I call upon each and every one of you to participate in this very important ballot and to vote "In Favor." A very high turnout with a very strong mandate "In Favor" will send a message to management that their path cannot lead to long-term success. As in past ballots, you will have the opportunity to vote electronically either by telephone or through the Internet. Detailed instructions will be posted on the main page of our website at http://www.deltapilots.org.

As always, we remain committed to reaching a consensual comprehensive agreement, and our commitment continues even within this new phase of the Letter 50 process. An agreement is still possible. However, without the real and sincere participation from Delta senior executives in this endeavor, this goal cannot be attained. We must prepare and act accordingly.

Fraternally,

Lee Moak, Chairman
Delta MEC