-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, o59cHcddXDffXQtRwxe5Cz4eWFwTE9QgRH37zylx+3L7AlprY6b5eKiA/fsDzexT 8sOIkDruhOvJbTU/6Ee/5g== 0000950109-94-000083.txt : 19940128 0000950109-94-000083.hdr.sgml : 19940128 ACCESSION NUMBER: 0000950109-94-000083 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 REFERENCES 429: 033-32618 FILED AS OF DATE: 19940127 19940215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: 4512 IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52045 FILM NUMBER: 94503153 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30320-6001 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: 1030 DELTA BLVD STREET 2: DEPT 971 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 27, 1994 Registration No. 33- ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DELTA AIR LINES, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 58-0218548 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Hartsfield Atlanta International Airport Atlanta, Georgia 30320 ---------------------------------------- (Address, including zip code, of registrant's principal executive offices) 1989 Stock Incentive Plan of Delta Air Lines, Inc. -------------------------------------------------- (Fu1l title of the plan) Robert S. Harkey Senior Vice President-General Counsel Delta Air Lines, Inc. Hartsfield Atlanta International Airport Atlanta, Georgia 30320 (404) 715-2387 --------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered (1) share(2) price(2) fee - -------------------------------------------------------------------------------- Common Stock...... 3,000,000 shares $161,430,000 $53.81 $55,666 Rights (3)........ -- -- -- -- - --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of shares of Common Stock which may become issuable pursuant to the 1989 Stock Incentive Plan of Delta Air Lines, Inc. (the "Plan") by reason of applicable anti-dilution provisions. (2) Estimated solely for the purpose of calculating the registration fee and based on $53.81, the average of the high and low prices of Common Stock of Registrant on the New York Stock Exchange Composite Tape on January 26, 1994. (3) Each share of Common Stock includes one preferred stock purchase right ("Right") to be issued pursuant to the terms and conditions of the Rights Agreement dated as of October 23, 1986, as amended, between Registrant and First Chicago Trust Company of New York, as successor Rights Agent to NationsBank of Georgia, N.A., which when exerciseable would entitle its registered holder to purchase one one-hundredth of a share ("Unit") of Series A Junior Participating Preferred Stock of Registrant at an exercise price of $200 per Unit, subject to adjustment in certain circumstances. The Rights will expire at the close of business on November 4, 1996, unless redeemed earlier by Registrant. Pursuant to Rule 429, this Registration Statement also relates to 2,922,809 shares of Common Stock reserved for issuance under the Plan as of December 31, 1993 which were previously registered under a Form S-8 Registration Statement (File No. 33-32618). - -------------------------------------------------------------------------------- Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration Statement, except to the extent that any statement or information contained therein is modified, superseded or replaced by a statement or information contained in any subsequently filed document incorporated herein by reference. (a) Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1993; (b) Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993; (c) The information contained under the caption "Description of Capital Stock" in Registrant's Registration Statement on Form S-3 (File No. 33-62048) and any amendment or report for the purpose of updating such description; (d) The information contained under the caption "Amendment of the 1989 Stock Incentive Plan" on pages 19 through 22 and Appendix A of Registrant's definitive proxy statement dated September 13, 1993; and (e) All documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold; such documents shall be deemed to be part hereof from the date of filing of such documents. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- The legality of the shares of Common Stock and the Rights attached thereto has been passed upon for Registrant by Robert S. Harkey, Esq., Hartsfield Atlanta International Airport, Atlanta, Georgia 30320, Senior Vice President - General Counsel of Registrant. At December 31, 1993, Mr. Harkey beneficially owned 5,681 shares of Common Stock; had II-1 options to purchase 53,000 shares of Common Stock under Registrant's stock option plan; and beneficially owned 46 shares of Series B ESOP Convertible Preferred Stock of Registrant. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Section 102 of the Delaware General Corporation Law ("DGCL") allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) for breach of the director's duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases or (iv) for any transaction from which the director derived an improper personal benefit. Article Eighteenth of Registrant's Certificate of Incorporation provides that no director shall be personally liable to Registrant or its stockholders for monetary damages for any breach of his fiduciary duty as a director, except as provided in Section 102 of the DGCL. Section 145 of the DGCL provides that in the case of any action other than one by or in the right of the corporation, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 of the DGCL provides that in the case of an action by or in the right of a corporation to procure a judgment in its favor, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action or suit by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement or such action or suit if he acted under standards similar to those set both in the preceding paragraph, except that no indemnification may be made in respect of any action or claim as to which such person shall have been adjudged to be liable to the corporation unless a court determines that such person is fairly and reasonably entitled to indemnification. II-2 Article Tenth of Registrant's Certificate of Incorporation provides that Registrant shall to the extent permitted by law indemnify any person for all liabilities incurred by or imposed upon him as a result of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, in which he shall be involved by reason of the fact that he is or was serving as a director, officer or employee of Registrant, or that, at the request of Registrant, he is or was serving another corporation or enterprise in any capacity. Registrant has purchased and maintains at its expense on behalf of directors and officers insurance, within certain limits, covering liabilities that may be incurred by them in such capacities. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- 4(a) Certificate of Incorporation of Registrant, as amended through October 28, 1993 (Filed as Exhibit 3 to Registrant's Current Report on Form 8-K dated November 17, 1993)* 4(b) By-Laws of Registrant, as amended through October 28, 1993 (Filed as Exhibit 3 to Registrant's Current Report on Form 8-K dated November 17, 1993)* 4(c) 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended through October 28, 1993 4(d) Rights Agreement dated as of October 23, 1986, and Amendment No. 1 thereto dated as of June 19, 1992, between Registrant and NationsBank of Georgia, N.A. (Filed as Exhibit 1 to Registrant's Current Report on Form 8-K dated November 4, 1986, and Exhibit 4-I to Amendment No. 2 to Registrant's Registration Statement on Form S-3 (Registration No. 33-48136))* 4(c) Resignation, Transfer and Acceptance Agreement dated November 30, 1992, among NationsBank of Georgia, N.A., First Chicago Trust Company of New York, and Registrant (Filed as Exhibit 4-G to Amendment No. 1 to Registrant's Registration Statement on Form S-3 (Registration No. 33-62048))* 5 Opinion of Counsel 15 Arthur Andersen & Co. letter re unaudited financial information II-3 23(a) Consent of Counsel (included in Exhibit 5) 23(b) Consent of Independent Public Accountants 24 Powers of Attorney ________________ * Incorporated herein by reference. Item 9. Undertakings. ------------ The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 ("Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (4) That, for purposes of determining any liability under the Securities Act, each filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing of the Plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall II-4 be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES The Registrant. Pursuant to the requirements of the Securities -------------- Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia on the 25th day of January, 1994. DELTA AIR LINES, INC. By: Ronald W. Allen* --------------------------- Ronald W. Allen Director, Chairman of the Board, President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 25th day of January, 1994, by the following persons in the capacities indicated.
Signature Title --------- ----- Ronald W. Allen* Director, Chairman of the Board, ---------------------------- Ronald W. Allen President and Chief Executive Officer (Principal Executive Officer) Edwin L. Artzt* Director ---------------------------- Edwin L. Artzt Henry A. Biedenharn, III* Director ---------------------------- Henry A. Biedenharn, III James L. Broadhead* Director ---------------------------- James L. Broadhead Edward H. Budd* Director ---------------------------- Edward H. Budd George D. Busbee* Director ---------------------------- George D. Busbee R. Eugene Cartledge* Director ---------------------------- R. Eugene Cartledge
II-6 Mary Johnston Evans* Director ---------------------------- Mary Johnston Evans David C. Garrett, Jr.* Director ----------------------------- David C. Garrett, Jr. Gerald Grinstein* Director ----------------------------- Gerald Grinstein Jesse Hill, Jr.* Director ----------------------------- Jesse Hill, Jr. Thomas J. Roeck, Jr.* Senior Vice President-Finance ----------------------------- and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Thomas J. Roeck, Jr. *By: /s/ Leslie P. Klemperer Attorney-In-Fact ----------------------- Leslie P. Klemperer
II-7 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 4(a) Certificate of Incorporation of Registrant, as amended through October 28, 1993 (Filed as Exhibit 3 to Registrant's Current Report on Form 8-K dated November 17, 1993)* 4(b) By-Laws of Registrant, as amended through October 28, 1993 (Filed as Exhibit 3 to Registrant's Current Report on Form 8-K dated November 17, 1993)* 4(c) 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended through October 28, 1993 4(d) Rights Agreement dated as of October 23, 1986, and Amendment No. 1 thereto dated as of June 19, 1992, between Delta and NationsBank of Georgia, N.A. (Filed as Exhibit 1 to Registrant's Current Report on Form 8-K dated November 4, 1986, and Exhibit 4-I to Amendment No. 2 to Registrant's Registration Statement on Form S-3 (Registration No. 33-48136))* 4(c) Resignation, Transfer and Acceptance Agreement dated November 30, 1992, among NationsBank of Georgia, N.A., First Chicago Trust Company of New York, and Registrant (Filed as Exhibit 4-G to Amendment No. 1 to Registrant's Registration Statement on Form S-3 (Registration No. 33-62048))* 5 Opinion of Counsel 15 Arthur Andersen & Co. letter re unaudited financial information 23(a) Consent of Counsel (included in Exhibit 5) 23(b) Consent of Independent Public Accountants 24 Powers of Attorney
________________ * Incorporated herein by reference. II-8 EX-4.C 2 1989 STOCK INCENTIVE PLAN EXHIBIT 4(C) ------------ 1989 STOCK INCENTIVE PLAN OF DELTA AIR LINES, INC. --------------------- As Amended Through October 28, 1993 SECTION 1. Purpose; Definitions. The purpose of this plan, which shall be known as the "1989 Stock Incentive Plan of Delta Air Lines, Inc." (the "Plan"), is to promote the interests of Delta Air Lines, Inc. (the "Company") by attracting and retaining in its employment persons of outstanding ability, and to provide present and future officers and key employees of the Company, or any of its present or future Subsidiaries, greater incentive to make material contributions to the success of the Company by increasing their proprietary interest in the welfare and success of the Company through increased direct stock ownership and other incentives related to the value of the stock, all to the benefit of the Company and its shareholders. For purposes of the Plan, the following terms shall be defined as set forth below: (a) "Board" or "Board of Directors" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. (c) "Committee" means the Committee referred to in Section 2 of the Plan. If at any time no Committee shall be designated, then the functions of the Committee specified in the Plan shall be exercised by the Board. (d) "Company" means Delta Air Lines, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation. (e) "Disability" means disability as determined under the disability plan of the Company or Subsidiary applicable to the Participant. (f) "Disinterested Person" shall have the meaning set forth in Rule 16b-3(d)(3) as promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor definition adopted by the Commission. (g) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (h) "Fair Market Value" means, as of any given date, the opening or closing price, as determined by the Committee, of the Stock on the New York Stock Exchange or, if no sale of Stock occurs on the New York Stock Exchange on such date, the opening or closing price, as determined by the Committee, of the Stock on said exchange on the last preceding day on which such sale occurred. (i) "Incentive Stock Option" means any Stock Option intended to be and designated as an "Incentive Stock Option" within the meaning of Section 422 of the Code. (j) "Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option. (k) "Other Stock-Based Award" means an award under Section 8 below of Stock or that is valued in whole or in part by reference to, or is otherwise based on, Stock. (1) "Option Price" means the price specified in Section 5 below. (m) "Participant" means the recipient of an award under the Plan. (n) "Plan" means the 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended from time to time. (o) "Restricted Stock" means Stock granted under an award pursuant to Section 7 below which is subject to the restrictions specified therein. (p) "Retirement" means retirement from active employment with the Company or any Subsidiary pursuant to the retirement or pension plan of such entity applicable to the Participant. (q) "Stock" means the Common Stock, $3.00 par value, of the Company. (r) "Stock Appreciation Right" means a right granted under an award pursuant to Section 6 below to receive an amount equal to the excess of the Fair Market Value of the shares of Stock covered by such right over the Option Price applicable to such shares, as specified in Section 6 below. (s) "Stock Option" or "Option" means any option to purchase shares of Stock granted pursuant to Section 5 below. (t) "Subsidiary" means any corporation (other than the Company) in which the Company or a Subsidiary of the Company owns 50% or more of the total combined voting power of all classes of stock. SECTION 2. Administration. The Plan shall be administered by a Committee of the Board of Directors, designated by the Board and to be comprised of not less than three members of the Board. All the members of the Committee shall be Disinterested Persons. Each director, while serving as a member of the Committee, shall be considered to be acting in his capacity as a director of the Company. Members of the Committee shall be appointed from time to time for such terms as the Board shall determine, and may be removed by the Board at any time with or without cause. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to construe and interpret the Plan, to establish, amend and rescind appropriate rules and regulations relating to the Plan, to determine the persons to whom and the time or times at which to grant awards thereunder, to administer the Plan, and to take all such steps and make all such determinations in connection with the Plan and the awards granted thereunder as it may deem necessary or advisable to carry out the provisions and intent of the Plan. All determinations of the Committee shall be by a majority of its members, and its determinations shall be final and conclusive for all purposes and upon all persons, including but without limitation, the Company, the Committee, the directors, officers and employees of the Company, the Participants and their respective successors in interest. Except as provided in the Plan, the Committee may make awards under Sections 5, 6, 7 and 8 of this Plan either alone or in such combinations as it deems appropriate, and awards need not be the same with respect to each Participant. When granting Stock Options under Section 5 of this Plan, the Committee shall designate the Stock Option as either an Incentive Stock Option or a Non-Qualified Stock Option. The Committee shall also designate whether the Stock Option is granted with Stock Appreciation Rights. SECTION 3. Stock Subject to Plan. The total number of shares of Stock reserved and available for distribution under the Plan shall be 6,000,000, subject to adjustment as provided in this Section. Stock issued under the Plan may be either authorized and unissued shares or treasury shares. To the extent that any award under the Plan, or any portion thereof, is settled in cash rather than in shares of Stock, the number of shares of Stock subject to such award, less the number of shares of Stock issued, if any, in connection with such settlement, shall again be available for distribution in connection with future awards under the Plan. Subject to Section 6(d) below, if any shares of Stock subject to a Stock Option cease to be subject to such Option for any reason other than the exercise of such Option, or if any shares of Stock subject to a Restricted Stock award or Other Stock-Based Award are forfeited or any such award otherwise terminates, in whole or part, without a payment being made to the Participant in the form of Stock, the shares of Stock previously subject to such Option or award shall again be available for distribution in connection with future awards under the Plan. In the event of any merger, reorganization, consolidation, recapitalization, Stock dividend, Stock split or other change in corporate structure affecting the Stock, the Committee, in its sole discretion, shall make such modifications, substitutions or adjustments as it deems necessary to reflect such change so as to prevent the deletion or enlargement of rights, including but not limited to, modifications, substitutions, or adjustments in the aggregate number of shares reserved for issuance under the Plan, in the number and Option Price of shares subject to outstanding Options or Stock Appreciation Rights granted under the Plan, and in the number of shares subject to other outstanding awards granted under the Plan, provided that the number of shares subject to any award shall always be a whole number. SECTION 4. Eligibility. Officers and other key employees of the Company and its Subsidiaries who are responsible for or contribute to the management, growth and/or profitability of the Company and/or its Subsidiaries, as determined by the Committee, are eligible to be granted awards under the Plan. SECTION 5. Stock Options. Award Limitation The number of shares of Stock subject to Stock Options that may be awarded to a Participant under the Plan shall not exceed ten percent of the maximum total number of shares of Stock reserved for distribution under Section 3 of the Plan. Grant Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom Stock Options shall be granted, the number of shares to be covered by each Stock Option and the conditions and limitations, if any, in addition to those set forth in this Section 5, applicable to such Stock Options. The Committee shall have the authority to grant both Incentive Stock Options and Non-Qualified Stock Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with the requirements of Section 422 of the Code, as from time to time amended, and any implementing regulations. Each such award shall be confirmed by an agreement executed by the Committee and the Participant, which agreement shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such award. Each such agreement shall provide that the Option (and any related Stock Appreciation Right) is not transferable by the Participant otherwise than by will, by the laws of descent and distribution, or by a written designation referred to in Section 10(c) below, and is exercisable, during the Participant's lifetime, only by such Participant. Option Price The Committee shall establish the Option Price at the time each Stock Option is granted, which price shall not be less than 100% of the Fair Market Value of the Stock on the date of grant. The Option Price shall be the price payable by the Participant for a share of Stock upon the exercise of a Stock Option. The Option Price shall be subject to adjustment in accordance with the provisions of Section 3 hereof. Exercise The Committee shall determine when a Stock Option shall become exercisable, and may provide that a Stock Option is exercisable in installments, provided that no Stock Option shall be exercisable earlier than one (1) year or later than ten (10) years after the date of grant, except that if a Participant dies prior to one (1) year after the date of grant the one (1) year limitation shall not apply and the Option may be exercised as provided in Section 10 hereof. The Option Price of each share as to which an Option is exercised shall be paid in full at the time of such exercise. Such payment shall be made in cash, or, subject to the consent of the Committee and to such limitations as the Committee may impose, by tender of shares of unrestricted Stock valued at Fair Market Value as of the date of exercise, or by a combination of cash and shares of unrestricted Stock. Incentive Stock Options Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participant(s) affected, to disqualify any Incentive Stock Option under such Section 422. To the extent permitted under Section 422 of the Code or the applicable regulations thereunder or any applicable Internal Revenue Service pronouncement, and subject to such terms and conditions as the Committee shall prescribe, any Incentive Stock Option that does not continue to comply with the requirements of the Code shall be treated as a Non-Qualified Stock Option. SECTION 6. Stock Appreciation Rights. Grant Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons who shall receive Stock Appreciation Rights and the number of shares of Stock with respect to which each Stock Appreciation Right is granted. Stock Appreciation Rights may be granted only in conjunction with Stock Options granted under the Plan. Whenever Stock Appreciation Rights are granted, they shall be provided for in the agreement referred to in Section 5 above, or an amendment thereto. A Stock Appreciation Right or applicable portion thereof granted in conjunction with a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, and a Stock Option or applicable portion thereof granted in conjunction with a Stock Appreciation Right shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Appreciation Right. Terms and Conditions Stock Appreciation Rights shall be exercisable in accordance with procedures established by the Committee and shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, in addition to the following: (a) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate shall be exercisable in accordance with the provisions of Section 5 of the Plan. The exercise of Stock Appreciation Rights by Participants who are subject to Section 16(b) of the Exchange Act shall comply with Rule 16b-3 (or any successor rule) thereunder, to the extent applicable; provided, however, that the Committee, in its sole discretion, may require the exercise of Stock Appreciation Rights by any Participant to comply with the requirements of Rule 16b-3 (or any successor rule). (b) Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled to receive an amount in cash or shares of Stock or a combination thereof, as determined by the Committee, equal in value to the excess of the Fair Market Value of one share of Stock over the Option Price per share specified in the related Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised. The Fair Market Value used to determine the amount payable (and the number of shares payable to the extent that the payment is in the form of Stock) shall be the Fair Market Value on the last trading day preceding the date of exercise of the Stock Appreciation Right or, if so specified by the Committee, the highest Fair Market Value during the applicable period referred to in Rule 16b-3(e)(3)(iii) (or any successor rule) under the Exchange Act in which the Stock Appreciation Right is exercised. (c) Stock Appreciation Rights shall be transferable only when and to the extent that the related Stock Option would be transferable under Section 5 of the Plan. (d) Upon the exercise of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 of the Plan on the number of shares of Stock to be issued under the Plan, but only to the extent of the number of shares actually issued, if any, upon the exercise of the Stock Appreciation Right. SECTION 7. Restricted Stock. Grant Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient of Restricted Stock, the time or times within which such awards may be subject to forfeiture, and all other terms and conditions of the awards. The Committee may condition the grant of Restricted Stock upon the attainment of specified performance goals or such other factors as the Committee may determine, in its sole discretion. Each Restricted Stock award shall be confirmed by an agreement executed by the Committee and the Participant, which agreement shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such award. Each Participant receiving a Restricted Stock award shall be issued a Stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award. The Committee shall require that Stock certificates evidencing such shares be held by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock award, the Participant shall have delivered to the Company a stock power, endorsed in blank, relating to the Stock covered by such award. Restrictions and Conditions The shares of Restricted Stock awarded pursuant to this Section 7 shall be subject to the following restrictions and conditions: (a) During a period set by the Committee commencing with the date of such award (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under the Plan. Within these limits, the Committee, in its sole discretion, may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part, based on service, performance and/or such other factors or criteria as the Committee may determine. (b) Except as provided in this paragraph (b) and paragraph (a) above, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the shares, and the right to receive any cash dividends. The Committee, in its sole discretion, as determined at the time of award, may provide that the payment of cash dividends shall or may be deferred and, if the Committee so determines, reinvested in additional shares of Stock or Restricted Stock to the extent shares are available under Section 3, or otherwise reinvested. Pursuant to Section 3 above, Stock dividends issued with respect to Restricted Stock shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the shares with respect to which such dividends are issued. (c) Upon termination of a Participant's employment with the Company or any Subsidiary for any reason during the Restriction Period, all shares still subject to restriction will vest, or be forfeited, in accordance with the terms and conditions established by the Committee in the award agreement. (d) If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, certificates for an appropriate number of unrestricted shares of Stock shall be delivered promptly to the Participant, and the certificates for the shares of Restricted Stock shall be cancelled. SECTION 8. Other Stock-Based Awards. Grant Other awards of Stock and other awards that are valued in whole or in part by reference to, or are otherwise based on, Stock ("Other Stock-Based Awards"), may be granted either alone or in addition to or in conjunction with other awards under this Plan. Awards under this section may include, but are not limited to, the grant of Stock upon the continued employment of a Participant for a specified period of time, the payment of cash based upon the performance of the Stock, or the grant of securities convertible into Stock. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such awards shall be made, the number of shares of Stock or other securities, if any, to be granted pursuant to such awards, and all other conditions of the awards. Any such award shall be subject to an agreement between the Company and the Participant. Each Other Stock-Based Award shall be confirmed by an agreement executed by the Committee and the Participant, which agreement shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such award. Terms and Conditions In addition to the terms and conditions specified in the award agreement, Other Stock-Based Awards made pursuant to this Section 8 shall be subject to the following: (a) Any shares of Stock subject to awards made under this Section 8 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses. (b) If specified by the Committee in the award agreement, the recipient of an award under this Section 8 shall be entitled to receive, currently or on a deferred basis, interest or dividends or dividend equivalents with respect to the Stock or other securities covered by the award, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Stock or otherwise reinvested. (c) The award agreement with respect to any Other Stock-Based Award shall contain provisions dealing with the disposition of such award in the event of a termination of the Participant's employment prior to the exercise, realization or payment of such award, whether such termination occurs because of Retirement, Disability, death or other reason, with such provisions to take account of the specific nature and purpose of the award. SECTION 9. Change in Control. In order to maintain the Participants' rights in the event of a "Change in Control" of the Company, as hereinafter defined, the Committee, in its sole discretion, may, either at the time an Award is made hereunder or at any time prior to, or simultaneously with, a Change in Control (i) provide for the acceleration of any time periods relating to the exercise or realization of such Awards so that such Awards may be exercised or realized in full on or before a date fixed by the Committee; (ii) provide for the purchase of such Awards, upon the Participant's request, for an amount of cash equal to the amount which could have been attained upon the exercise or realization of such Awards had such Awards been currently exercisable or payable; (iii) make such adjustment to the Awards then outstanding as the Committee deems appropriate to reflect such transaction or change; or (iv) with the approval of and through the Board of Directors, cause the Awards then outstanding to be assumed, or new Awards substituted therefor, by the surviving corporation in such change. The Committee may, in its discretion, include such further provisions and limitations with respect to a Change in Control in any agreement entered into pursuant to this Plan as it may deem appropriate and in the best interests of the Company. A "Change in Control" shall be deemed to have occurred (i) fifteen (15) days after public announcement that any person, entity or group, without prior approval of the Board of Directors, has acquired, either directly or indirectly, beneficial ownership of securities representing twenty percent (20%) or more of the total votes that could be cast by the holders of all of the Company's outstanding securities entitled to vote in elections of directors; or (ii) when individuals currently constituting the Board of Directors (or the successors of such individuals nominated by a Board of Directors on which such individuals or such successors constituted a majority) cease to constitute a majority of the Board of Directors. SECTION 10. Termination of Employment, Retirement, Disability, Death and Voluntary Demotion. Except as provided in award agreements under Sections 7 or 8, the following shall apply: (a) If a Participant's employment shall be terminated by the Company or a Subsidiary, or if a Participant resigns from employment with the Company or a Subsidiary, the Stock Options or Stock Appreciation Rights held by such Participant shall be forfeited unless the Committee authorizes the exercise of such Stock Options or Stock Appreciation Rights, provided that any such exercise shall be permissible only for a period of up to four (4) months following such termination or resignation and only if such exercise is otherwise permissible under the Plan and the applicable award agreement. (b) With respect to awards made prior to October 28, 1993, a Participant whose employment is terminated because of his Retirement or Disability shall be treated as though he remains in active employment, unless the applicable award agreement is amended to shorten the exercise period following Retirement or Disability. With respect to awards made on or after October 28, 1993, a Participant whose employment is terminated because of his Retirement or Disability may exercise his outstanding Stock Options or Stock Appreciation Rights only during the shorter of the exercise period remaining under the applicable award agreement or the three years after such Retirement or Disability. In the case of an exercise under either of the two preceding sentences, such exercise must otherwise comply with the Plan and the applicable award agreement. Notwithstanding the preceding sentences, however, if a Participant's employment is terminated because of Retirement prior to his normal retirement date (as determined under the retirement or pension plan of the Company or Subsidiary applicable to the Participant) and, within two years after such early Retirement and without the Committee's approval, such Participant is employed or retained by any air carrier or organization which the Committee determines is in direct and substantial competition with the Company or any of its affiliates, then such Participant shall (i) immediately forfeit any Stock Options and Stock Appreciation Rights held by him; and (ii) within 30 days after the Committee makes a determination hereunder, repay the Company in cash an amount equal to the amount realized in cash and/or stock at the time of exercise of any Stock Options or Stock Appreciation Rights exercised by such Participant after such early Retirement. (c) With respect to awards made prior to October 28, 1993, in the event of the death of a Participant while employed by the Company or a Subsidiary or while covered by Section 10(b) above, such Participant's Stock Options or Stock Appreciation Rights may only be exercised within one year after the Participant's death, unless the applicable award agreement is amended to provide a maximum exercise period of up to three years as described in the next sentence. With respect to awards made on or after October 28, 1993, in the event of the death of a Participant while employed by the Company or a Subsidiary, such Participant's Stock Options or Stock Appreciation Rights may be exercised only within the shorter of the exercise period remaining under the applicable award agreement or the three years after the Participant's death. In the case of an exercise under either of the two preceding sentences, such exercise may be made by the person or persons named in a written designation by the Participant delivered to and approved by the Committee, or if there is no such approved designation, by the executor or administrator of the Participant's estate or such other personal representative, legatee or devisee, as may be designated in the Participant's last will and testament; provided, however, that such exercise must otherwise comply with the Plan and the applicable award agreement. (d) In the event that prior to the time that a Stock Option or Stock Appreciation Right is exercisable, a Participant voluntarily suggests and later accepts a demotion to a job involving lesser responsibilities than those of the job held by the Participant at the time of an award hereunder, the Committee in its sole discretion may revoke or modify such award as it deems appropriate under the circumstances. (e) Notwithstanding anything in Section 10(a)-(d) above to the contrary, if a Participant resigns from employment with the Company and coincident with such resignation becomes an employee of WORLDSPAN L.P. ("WORLDSPAN"), such Participant shall be treated as though he remains in active employment with the Company with respect to Stock Options and Stock Appreciation Rights outstanding at the time of such resignation; provided, however, that, after becoming an employee of WORLDSPAN coincident with his resignation from the Company: (i) If a Participant's employment is terminated by WORLDSPAN, or if a Participant resigns from employment with WORLDSPAN (other than if such Participant becomes an employee of the Company or a Subsidiary coincident with his resignation from WORLDSPAN), the Stock Options or Stock Appreciation Rights held by such Participant shall be forfeited unless the Committee authorizes the exercise of such Stock Options or Stock Appreciation Rights, provided that any such exercise shall be permissible only for a period of up to four (4) months following such termination or resignation and only if such exercise is otherwise permissible under the Plan and the applicable award agreement; and provided further that if a Participant resigns from WORLDSPAN and coincident with such resignation becomes an employee of the Company or a Subsidiary, such Participant shall, subject to Sections 10(a)-(d) above, be treated as in active employment with the Company. (ii) If a Participant's employment with WORLDSPAN is terminated because of his retirement or disability under WORLDSPAN's, retirement or disability plan applicable to such Participant, such Participant shall be treated as though he remains in active employment. (iii) If a Participant dies while employed by WORLDSPAN or while covered by Section 10(e)(ii) above, such Participant's Stock Options or Stock Appreciation Rights may only be exercised within one year after the Participant's death by the person or persons named in a written designation by the Participant delivered to and approved by the Committee, or if there is no such approved designation, by the executor or administrator of the Participant's estate or such other personal representative, legatee or devisee, as may be designated in the Participant's last will and testament; provided, however, that such exercise must otherwise comply with the Plan and the applicable award agreement. (iv) If prior to the time that a Stock Option or Stock Appreciation Right is exercisable, a Participant voluntarily suggests and later accepts a demotion to a job involving lesser responsibilities than those of the job held by the Participant at the time of first becoming an employee of WORLDSPAN, the Committee in its sole discretion may revoke or modify such award as it deems appropriate under the circumstances. SECTION 11. Amendments and Termination. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would impair the rights of a Participant under a Stock Option, Stock Appreciation Right, Restricted Stock award, or Other Stock-Based Award theretofore granted, without the Participant's consent, or which, without the approval of the Company's stockholders, would cause the Plan not to continue to comply with Rule 16b-3 under the Exchange Act, or any successor to such Rule. The Committee may amend the terms of any Stock Option or other award theretofore granted, including but not limited to extending the time during which awards granted prior to October 28, 1993 may be exercised to the full period of time permitted by the Plan; provided, however, that, subject to Section 3 above, no such amendment shall impair the rights of any Participant without the Participant's consent, except as provided in Section 10(d) above. Subject to the above provisions, the Board shall have broad authority to amend the Plan to take into account changes in applicable securities and tax laws and accounting rules, as well as other developments. SECTION 12. General Provisions. (a) The Committee may require each person purchasing shares pursuant to a Stock Option, Stock Appreciation Right or other award under the Plan to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate references to such restrictions. Except as otherwise provided in the Plan, Participants shall have no rights as stockholders of Stock covered by an award prior to the issuance of a Stock certificate to such Participant. (b) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. (c) The adoption of the Plan shall not confer upon any employee of the Company or any Subsidiary any right to continued employment with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of any of its employees at any time. (d) No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to any award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. Subject to the consent of the Committee and to such limitations as the Committee may impose, withholding obligations may be settled with Stock, including Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditioned on such payment or arrangements and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. (e) The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Georgia. (f) Agreements with respect to awards pursuant to the Plan may contain, in addition to terms and conditions prescribed in the Plan, such other terms and conditions as the Committee may deem appropriate provided such terms and conditions are not inconsistent with the provisions of the Plan. SECTION 13. Effective Date of Plan. The Plan shall be effective as of January 1, 1989, subject to the approval of the Plan by the affirmative votes of the holders of a majority of the Stock present and entitled to vote at the 1988 annual meeting of stockholders. Any grants made under the Plan prior to such approval shall be effective when made (unless otherwise specified by the Committee at the time of grant), but shall be conditioned on, and subject to, such approval of the Plan by such stockholders. SECTION 14. Term of Plan. No Stock Option, Stock Appreciation Right, Restricted Stock award or Other Stock-Based Award shall be granted pursuant to the Plan on or after the tenth anniversary of the effective date of the Plan, but awards granted prior to such tenth anniversary may extend beyond that date. EX-5 3 OPINION EXHIBIT 5 --------- [Letterhead of Robert S. Harkey] January 25, 1994 Delta Air Lines, Inc. Hartsfield Atlanta International Airport Atlanta, Georgia 30320 Re: Delta Air Lines, Inc. -- Form S-8 Registration Statement ------------------------------- Dear Sirs: I am Senior Vice President-General Counsel of Delta Air Lines, Inc., a Delaware corporation (the "Company"), and as such am familiar with the actions taken by the Company in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to (i) an additional 3,000,000 shares (the "Shares") of the Company's Common Stock, par value $3.00 per share (the "Common Stock"), to be offered pursuant to the 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended through October 28, 1993 (the "Plan") and (ii) rights (the "Rights") to be issued with and attached to the Shares pursuant to the Rights Agreement dated as of October 23, 1986, as amended (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, successor to NationsBank of Georgia, N.A., as Rights Agent. Upon the terms and subject to the conditions set forth in the Plan, the Company may issue, subject to certain adjustments, an aggregate of 6,000,000 shares of Common Stock pursuant to stock options, stock appreciation rights, restricted stock and other stock-based awards (each, an "Award"). In this connection, I or counsel under my supervision have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Plan, (ii) the Company's Certificate of Incorporation and By-Laws, (iii) the Rights Agreement, (iv) resolutions adopted by the Company's Board of Directors, and (v) such other documents as I have deemed necessary or appropriate as a basis for the opinion set forth herein. Based upon the foregoing, I am of the opinion that the Shares and, assuming that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent (as such term is defined in the Rights Agreement), the Rights attached thereto, when issued in connection with Awards under the Plan are duly authorized and, when certificates for the Shares are duly executed and delivered pursuant to an Award in accordance with the Plan, and in each case upon payment to the Company of any price for such Shares provided for in the applicable Award or the Plan (which price is assumed herein to be in no event less than the par value of the Shares being issued upon such payment), the Shares and the Rights attached thereto will be validly issued, fully paid and nonassessable. In connection with the foregoing opinion, I note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. I am qualified to practice law in the State of Georgia and I do not purport to be an expert on, or to express any opinion herein concerning, any laws other than the laws of the State of Georgia, the corporate laws of the State of Delaware and the federal laws of the United States. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving such consent, I do not admit I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ Robert S. Harkey Robert S. Harkey Senior Vice President - General Counsel EX-15 4 LETTER EXHIBIT 15 ---------- [Letterhead of Arthur Andersen & Co.] To the Stockholders and the Board of Directors of Delta Air Lines, Inc.: We are aware that Delta Air Lines, Inc. has incorporated by reference in this Registration Statement on Form S-8, its Quarterly Report on Form 10-Q for the quarter ended September 30, 1993, which includes our report dated November 5, 1993 covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933 (the "Act"), that report is not considered a part of the Registration Statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. /s/ ARTHUR ANDERSEN & CO. Atlanta, Georgia January 21, 1994 EX-23.B 5 CONSENT EXHIBIT 23(b) ------------- CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (relating to the 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended) of our reports dated August 13, 1993 included or incorporated by reference in Delta Air Lines, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 1993 and to all references to our firm included in such Registration Statement. /s/ ARTHUR ANDERSEN & CO. Atlanta, Georgia January 21, 1994 EX-24 6 POWER OF ATTORNEY EXHIBIT 24 ---------- POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of January, 1994. /s/ Ronald W. Allen ------------------------------------- Ronald W. Allen Director, Chairman of the Board, President and Chief Executive Officer Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of January, 1994. /s/ Thomas J. Roeck, Jr. ------------------------------- Thomas J. Roeck, Jr. Senior Vice President - Finance and Chief Financial Officer Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of January, 1994. /s/ Edwin L. Artzt ----------------------------- Edwin L. Artzt Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of January, 1994. /s/ Henry A. Biedenharn, III -------------------------------- Henry A. Biedenharn, III Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of January, 1994. /s/ James L. Broadhead -------------------------------- James L. Broadhead Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of January, 1994. /s/ Edward H. Budd ----------------------------- Edward H. Budd Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of January, 1994. /s/ George D. Busbee -------------------------------- George D. Busbee Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of January, 1994. /s/ R. Eugene Cartledge -------------------------------- R. Eugene Cartledge Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of January, 1994. /s/ Mary Johnston Evans -------------------------------- Mary Johnston Evans Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of January, 1994. /s/ David C. Garrett, Jr. -------------------------------- David C. Garrett, Jr. Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of January, 1994. /s/ Gerald Grinstein -------------------------------- Gerald Grinstein Director Delta Air Lines, Inc. POWER OF ATTORNEY I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P. KLEMPERER, and MARY E. RAINES, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf (1) one or more registration statements to be filed by Delta Air Lines, Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or supplement thereto, for the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of Common Stock, par value $3.00 per share, of Delta in connection with the 1989 Stock Incentive Plan of Delta, as amended, (2) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations, and (3) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and to file any such registration statement, amendment, supplement, application, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of January, 1994. /s/ Jesse Hill, Jr. -------------------------------- Jesse Hill, Jr. Director Delta Air Lines, Inc. -----END PRIVACY-ENHANCED MESSAGE-----