General Description of Operational Performance Commitment Benefit: The Operational Performance Commitment (“OPC”) is a beyond-contract value benefit available to select corporate accounts in good standing that have US point of sale discounts as part of their corporate sales agreement and an assigned US account manager that will provide remuneration to such accounts in the event that Delta Air Lines’ (“Delta”) operational performance is not as good as the respective operational performances of American Air Lines (“AA”) and United Air Lines (“UA”) as measured over a calendar year. Conditions for Remuneration:  To be eligible for any OPC payment, the following conditions must be satisfied:  1. the corporate account is not in breach of its Joint Corporate Incentive Agreement with Delta and one or more of its partner airlines (the “CSA”) during such calendar year; and 2. the corporate account has achieved at least a Ninety-five Percent (95%) Contract Fulfillment under its CSA during the applicable calendar year.  If a corporate account had two CSAs in effect during the applicable calendar year, the weighted average (based on days of the year) Contract Fulfillment under each of the CSAs will be used to determine the corporate account’s Contract Fulfillment for purposes of this condition; and 3. the corporate account must have a CSA in effect and in good standing as of December 31st of the applicable calendar year.   In addition, an eligible corporate account will be entitled to a passenger experience OPC payment with respect to a particular calendar year if, and only if, each of the following conditions are also satisfied: 1. Delta’s A-14 Rate during such calendar year is lower than each of AA and UA’s A-14 Rate during the same calendar year; and 2. Delta’s Completion Factor is lower than each of AA and UA’s Completion Factor during the same calendar year.  An eligible corporate account will be entitled to a baggage experience OPC payment with respect to a particular calendar year if, and only if, the following condition is also satisfied:  Delta’s Mishandled Baggage Report rate is higher than each of AA and UA’s Mishandled Baggage Report rate during the same calendar year.  Data Sources: Each of Delta’s, AA’s and UA’s A-14 Rate and Completion Factor will be based on the respective airline’s System Wide operations only during the applicable calendar year. The source for each of Delta’s, AA’s and UA’s A-14 Rate and Completion Factor will be based on the statistics reported by FlightStats, a leading independent aggregator of global aviation flight information. Each of Delta’s, AA’s and UA’s Mishandled Baggage Reports Rate will be based on the statistics published by the DOT’s Bureau of Transportation Statistics.  Payment Calculation: An eligible corporate account’s OPC payment amount, if any, will be dependent on the number of IROP Events experienced and number of checked bags by the corporate account’s Eligible Travelers (as defined in the CSA) during the applicable calendar year.  IROP Events and checked bags will be tracked via the corporate account’s ticket designator code.  Subject to the satisfaction of the applicable conditions set forth above, eligible corporate accounts whose CSA Contract Fulfillment Rate is between 95% and 109,9% will earn the following credits toward its OPC payments:

Eligible corporate accounts whose CSA Contract Fulfillment Rate is 110% or greater will earn One Hundred Fifty Percent (150%) of the Credit Amount set forth in the tables above. The determination of whether an eligible corporate account has earned an OPC payment with respect to any calendar year will be derived solely from Delta’s records, and such determination shall be binding and conclusive.  Payment Method: In order to receive any OPC payment, an eligible corporate account will be required to establish an UATP account with Delta. OPC payments, if any, will be made as equity credits to the corporate account’s UATP account. OPC payments with respect to a particular calendar year, if any, will be posted by June 30th of the following calendar year. The funds in the UATP account may be used solely to purchase transportation on Delta (including Delta Connection operations), Air France, KLM, Alitalia and Virgin Atlantic and Delta, Air France, KLM, Alitalia and Virgin Atlantic passenger services.  Air cargo is excluded.  The corporate account shall be responsible for the security of its UATP Card and accepts responsibility for all charges made using its UATP Card. Equity credits shall expire upon the earlier of (i) the second anniversary of their respective deposit dates or (ii) the expiration or termination of the corporate account’s CSA.

Definitions: For purposes of this OPC Edge benefit, the following terms have the meanings set forth below:

"A-14 Rate" means, with respect to each of Delta, AA and UA, the rate of System Wide flights that arrive more than fourteen (14) minutes after their respective scheduled arrival times.

"Completion Factor" means, with respect to each of Delta, AA and UA, the rate of System Wide flights that are cancelled and not operated.

"Contract Fulfillment" means the measurement of CSA performance calculated as contracted carrier flights divided by flights required to achieve contract goal.

“Domestic” means the fifty (50) states of the United States of America and the District of Columbia.

"DOT" means the United States Department of Transportation.

"IROP Event" means a Delta System Wide flight that is cancelled or arrives more than fourteen (14) minutes after its scheduled arrival time.

“Mainline” means the fights actually operated by the applicable airline and excludes flights operated under such airline’s designator code by codeshare partners, including regional operators such as Delta Connection, United Express and American eagle operators.

“Mishandled Baggage Reports Rate” means, with respect to each of Delta, AA and UA, the number of mishandled baggage reports received by the DOT per 1.000 passengers enplaned in such airline’s Domestic Mainline operations.

"System Wide" means the fights actually operated by the applicable airline and its regional operators (e.g. Delta Connection, United Express and American Eagle operations), but excludes flights operated under such airline’s designator code by domestic mainline or international codeshare partners.

"UATP" means the Universal Air Travel Plan.

General Terms and Conditions: Delta reserves the right to change any of the rules, benefits, qualification requirements and terms and conditions of the OPC benefit at any time without notice.  Delta reserves the right to terminate the OPC benefit upon thirty (30) days’ notice. Delta reserves the right to terminate any corporate account’s participation in the OPC benefit at any time if the corporate account breaches its CSA.  Any such termination will result in a loss of all accumulated credits in the account’s UATP account and any accrued credits that have not been posted to the UATP account as of the date of termination.  In lieu of termination, Delta may at its sole discretion deduct credits earned under the OPC benefit from the corporate account’s UATP account, but permit the corporate account to continue participating in the OPC Edge benefit. The payment of any taxes, fees, and other government or imposed charges associated with the participation in the OPC benefit and benefits provided hereunder is the responsibility of the corporate account. The participation of a corporate account in the OPC benefit is solely at the discretion of Delta.

© 2017 Delta Air Lines, Inc.

OPERATIONAL EXCELLENCE CALCULATOR TERMS AND CONDITIONS

Operational Excellence Calculator Terms and Conditions: 1. Fewer Cancellations – The estimated difference between the number of cancellations of Delta and the number of cancellations of either American or United, determined by subtracting the  total number of the account’s contracted Delta flights multiplied by the completion factor (CF) of Delta from the total number of the account’s contracted Delta flights multiplied by the completion factor (CF) of either American or United (based on the respective completion factors over the latest 12-month period of data reported by FlightStats. [Note:  Date range can be modified by the user]. 2. Fewer Delays – The estimated difference between the number of delays of Delta and the number of delays of either American or United, determined by subtracting the total number of the account’s contracted Delta flights multiplied by the on-time percentage (A14) of Delta from the total number of the account’s contracted Delta flights multiplied by the on-time percentage (A14) of either American or United (based on the respective A14 percentages over the latest 12-month period of data reported by FlightStats). [Note:  Date range can be modified by the user]. 3. Estimated Savings –Aggregate of delay-related expenses multiplied by the number of “Fewer Delays” plus the aggregate of cancellation-related expenses multiplied by the number of “Fewer Cancellations”.  The total cost amount associated with each expense category can be changed at the user’s discretion to customize the calculation. Illustrates if Delta’s current share of the market were given to AA/UA or retained by Delta. Current share percentage varies by account. 4. Incremental Savings - Illustrates estimated savings if additional share were moved from either American or United (as applicable) to Delta. Data based on latest 12-month period of data reported by FlightStats for total number of completed Delta flights and total number of Delta, American and United flights.  Current share percentage varies by account. *Default Assumptions – All values are customizable based on user’s preferences. (1) Transaction charges:  Assumes each transaction is $25USD and 10% of delays and 25% of cancellations incur a transaction charge; (2) Hotel Expenses:  Assumes the average cost of hotel room is $173USD per night and 6% of all cancellations result in overnight hotel stays not covered by the airline; (3) Food Expenses:  Assumes average cost of food at $5USD per delay and $20USD per cancellation; and (4) Lost Productivity:  Assumes employee pay rate of $50 per hour and 1 hour of lost productivity per delay and 2 hours per cancellation. Travel base on 12 months of data from PRISM; US Airways statistics included in AA calculations.