Delta Airlines 2010 Annual Report Download - page 225

initiating notice the nature of the claim, controversy or dispute to be arbitrated and the name, business affiliations, address and telephone and fax numbers
of the individual arbitrator designated by the initiating party to act as an arbitrator. Within 15 days after its receipt of the initiating notice, the responding
party shall give written notice (in this Section, the "responding notice") to the initiating party specifying in the responding notice the name, business
affiliations, address and telephone and fax numbers of the individual arbitrator designated by the responding party to act as an arbitrator. If the responding
party fails to give the responding notice designating an arbitrator within the said 15-day period specified in the preceding sentence, then the claim,
controversy or dispute shall be determined by the arbitrator designated by the initiating party (and such arbitrator shall be deemed to be the arbitration
panel for purposes of this Section). If the responding party so designates the second arbitrator within said 15-day time period, the claim, controversy or
dispute shall be determined by an arbitration panel (in this Section, the "arbitration panel") consisting of the first two arbitrators, designated respectively by
the initiating party and the responding party, and a third arbitrator, appointed by the first two arbitrators or otherwise as provided below. The first two
arbitrators shall meet within 10 days after the initiating party's receipt of the responding notice. If the first two arbitrators do not agree on the appointment
of the third arbitrator, the third arbitrator may be appointed by the agreement of the parties. If the third arbitrator is not appointed (either by agreement of
the first two arbitrators or agreement of the parties) within 20 days after the initiating party's receipt of the responding notice, then either party, on behalf of
both parties and on notice to the other party, may request that the third arbitrator be appointed by the American Arbitration Association (or its successor
organization) in accordance with its Commercial Arbitration Rules then in effect, or (y) if the American Arbitration Association does not appoint the third
arbitrator within 30 days after such request, by a court specified in Section 36.17. In order to act as an arbitrator pursuant to this Section 28.02 an
individual must not have any ownership interest in, be a director, officer or employee of or have any material business relationship with either party hereto
or any Affiliate of either party hereto and is preferred to have at least 10 years experience in a profession related to the matters in dispute.
(d) The arbitration panel appointed pursuant to subsection (c) of this Section 28.02 (whether consisting of three arbitrators or a single arbitrator as
provided above) shall conduct the arbitration in accordance with the expedited procedures provided for in said Commercial Arbitration Rules. The
arbitration panel shall hold such hearings, take such testimony and receive such evidence and other materials as it shall determine to be necessary or
appropriate to render its decision and award. The parties may be represented by counsel, call witnesses and submit evidence and other materials. All
testimony before the arbitration panel shall be transcribed. The arbitration panel may consult experts and competent authorities skilled in the matters under
arbitration. Any dispute as to a party's compliance with the time limits or negotiation requirements set forth in this Article 28, with the applicable statute of
limitations, or with other conditions to arbitration shall be submitted to and finally resolved by the arbitration panel. The arbitration panel shall render its
decision and award upon the concurrence of at least two of the arbitrators (or by the single arbitrator as provided above) within 60 days after the
appointment of the third arbitrator (or the single arbitrator as provided above). In making its decision and award, the arbitration panel shall not add to,
subtract from or otherwise modify the provisions of this Agreement, but shall base its decision and award upon and give effect to the provisions and intent
of this Agreement. The decision and award shall be in writing and contain a statement of facts and the reasons for the decision and award.
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