-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WPKH+Qa+9Gffg2f7DTCtu5RfQE+VkpoWiA3ubTjxUcz5ZmMuMxELQoHdGxXuIqyl tkZy5aI7kYvGLGh39uIGBQ== /in/edgar/work/0000950144-00-012632/0000950144-00-012632.txt : 20001030 0000950144-00-012632.hdr.sgml : 20001030 ACCESSION NUMBER: 0000950144-00-012632 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001026 EFFECTIVENESS DATE: 20001026 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48718 FILM NUMBER: 746769 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 g64763s-8.txt DELTA AIR LINES, INC. 1 As filed with the Securities and Exchange Commission on October 26, 2000. Registration No. 333- - -------------------------------------------------------------------------------- UNITED STATES 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 of Principal Executive Offices) (Zip Code) DELTA 2000 PERFORMANCE COMPENSATION PLAN ---------------------------------------- (Full title of the plan) Robert S. Harkey, Esq. Senior Vice President - General Counsel & Secretary Delta Air Lines, Inc. Hartsfield Atlanta International Airport Atlanta, Georgia 30320 --------------------------------------- (Name and address of agent for service) (404) 715-2387 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================== Title of Amount to be Proposed Proposed maximum Amount of securities to registered(1) maximum offering aggregate offering registration be registered price per share(2) price(2) fee - -------------------------------------------------------------------------------------------------- Common Stock, par value $1.50 per share 16 million shares $ 40.69 $ 651,040,000 $ 171,874.56 and related rights ==================================================================================================
1. The shares being registered include 16 million shares to be issued under the Delta 2000 Performance Compensation Plan. Also, each share of Common Stock to be issued under the Plan includes one-half of a preferred stock purchase right ("Right") to be issued pursuant to the terms and conditions of the Rights Agreement dated as of October 24, 1996, as amended as of July 22, 1999, between registrant and First Chicago Trust Company of New York, as Rights Agent. Each whole Right, when exercisable, would entitle its registered holder to purchase one one-hundredth of a share of Series D Junior Participating Preferred Stock of registrant at an exercise price of $300, subject to adjustment in certain circumstances. The Rights will expire at the close of business on November 4, 2006, unless earlier exchanged or redeemed by registrant. 2. Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of the average of the high and low sales prices per share of Common Stock of registrant as reported on the New York Stock Exchange composite transaction listing in The Wall Street Journal on October 20, 2000. 2 The contents of Registration Statement No. 333-49553 relating to the 1989 Stock Incentive Plan, which has been amended and restated as the Delta 2000 Performance Compensation Plan, are incorporated by reference into this Registration Statement. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed or to be filed with the Securities and Exchange Commission are hereby incorporated by reference into this registration statement as of their respective dates: (a) Annual Report of Delta Air Lines, Inc. ("Delta") on Form 10-K for the fiscal year ended June 30, 2000, (b) all other reports filed by Delta pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since June 30, 2000, and (c) the description of Delta's Common Stock which is contained in its registration statement filed under Section 12 of the Exchange Act, including all amendments and reports filed for the purpose of updating such description. All documents filed by Delta pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act filed after the date of this registration statement and before the filing of a post-effective amendment to this registration statement that indicates that all securities registered hereunder have been sold or that deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. -2- 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102 of the Delaware General Corporation Law ("DGCL") allows a corporation to eliminate or limit the personal liability of directors of a corporation to the corporation or to 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 Delta's Certificate of Incorporation provides that no director shall be personally liable to Delta 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 threatened, pending or completed 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 as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action if such person acted in good faith and in a manner the person 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 threatened, pending or completed 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 as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, 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 upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification. Article Tenth of Delta's Certificate of Incorporation provides that Delta shall to the extent permitted by law indemnify, reimburse, or pay 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, including any appeals therefrom and any collateral proceedings, in which he shall be involved by reason of that fact that he is or was serving as a director, officer or employee of Delta, or, that, at the request of Delta, he is or was serving another corporation or enterprise in any capacity. -3- 5 Delta 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. 4.1 Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)* 4.2 Delta's By-Laws (Filed as Exhibit 3.2 to Delta's Annual Report on Form 10-K for the fiscal year ended June 30, 2000)* 4.3 Rights Agreement dated as of October 24, 1996, between Delta and First Chicago Trust Company of New York, as Rights Agent, as amended by Amendment No. 1 thereto dated as of July 22, 1999 (Filed as Exhibit 1 to Delta's Form 8-A/A Registration Statement dated November 4, 1996, and Exhibit 3 to Delta's Amendment No. 1 to Form 8-A/A Registration Statement dated July 30, 1999)* 5 Opinion of Susan Ellen Wolf, Senior Attorney of Delta, with respect to the legality of the securities being registered 23.1 Consent of Susan Ellen Wolf (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP 24 Powers of Attorney
- --------------- * Incorporated by reference into this registration statement. ITEM 9. UNDERTAKINGS. Delta undertakes: a. 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; 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; -4- 6 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 paragraphs a.1.i and a.1.ii do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Commission by Delta pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such 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. b. That, for purposes of determining any liability under the Securities Act of 1933, each filing of Delta's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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. c. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Delta pursuant to the provisions referred to in Item 6 of this registration statement, or otherwise, Delta has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Delta of expenses incurred or paid by a director, officer or controlling person of Delta 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, Delta 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 Act and will be governed by the final adjudication of such issue. -5- 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Delta 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 26th day of October, 2000. DELTA AIR LINES, INC. By: /s/ Leo F. Mullin ----------------------------------- Leo F. Mullin Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on the 26th day of October, 2000, by the following persons in the capacities indicated. SIGNATURE TITLE /s/ Leo F. Mullin Chairman of the Board and - ---------------------------- Chief Executive Officer Leo F. Mullin (Principal Executive Officer) /s/ M. Michele Burns Executive Vice President and - ---------------------------- Chief Financial Officer M. Michele Burns (Principal Financial Officer and Principal Accounting Officer) Edwin L. Artzt* Director George M.C. Fisher* Director - ---------------------------- --------------------------- Edwin L. Artzt George M.C. Fisher James L. Broadhead* Director David R. Goode* Director - ---------------------------- --------------------------- James L. Broadhead David R. Goode Edward H. Budd* Director Gerald Grinstein* Director - ---------------------------- --------------------------- Edward H. Budd* Gerald Grinstein R. Eugene Cartledge* Director John F. Smith, Jr. * Director - ---------------------------- --------------------------- R. Eugene Cartledge John F. Smith, Jr. Mary Johnston Evans* Director Andrew J. Young* Director - ---------------------------- --------------------------- Mary Johnston Evans Andrew J. Young *By: /s/ M. Michele Burns ---------------------------------- M. Michele Burns, Attorney-In-Fact -6- 8 EXHIBIT INDEX
Exhibit No. Description of Exhibits - ----------- ----------------------- 4.1 Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)* 4.2 Delta's By-Laws (Filed as exhibit 3.2 Delta's Annual Report on Form 10-K for the fiscal year ended June 30, 2000)* 4.3 Rights Agreement dated as of October 24, 1996, between Delta and First Chicago Trust Company of New York, as Rights Agent, as amended by Amendment No. 1 thereto dated as of July 22, 1999 (Filed as Exhibit 1 to Delta's Form 8-A/A Registration Statement dated November 4, 1996, and Exhibit 3 to Delta's Amendment No. 1 to Form 8-A/A Registration Statement dated July 30, 1999)* 5 Opinion of Susan Ellen Wolf, Senior Attorney of Delta, with respect to the legality of the securities being registered 23.1 Consent of Susan Ellen Wolf (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP 24 Powers of Attorney
- --------------- * Incorporated herein by reference. -7- EX-5 2 g64763ex5.txt OPINION OF SUSAN ELLEN WOLF 1 EXHIBIT 5 October 26, 2000 Delta Air Lines, Inc. 1030 Delta Boulevard Atlanta, Georgia 30320-6001 Re: Delta Air Lines, Inc. Registration Statement on Form S-8 Gentlemen: I am Senior Attorney of Delta Air Lines, Inc., a Delaware corporation ("Delta"), and have acted as counsel for Delta in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933 relating to the registration of 16 million shares of Delta Common Stock, par value $1.50 per share (the "Shares"), that may be issued pursuant to Delta 2000 Performance Compensation Plan (the "Plan") and the rights (the "Rights") to be issued with and attached to the Shares pursuant to the Rights Agreement dated as of October 24, 1996, as amended as of July 22,1999, between Delta and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement"). In connection with this opinion, I have examined and relied upon such records, documents, certificates and other instruments as in my judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed or photographic copies, and as to certificates of public officials, I have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, I have relied upon statements and representations of representatives of Delta and of public officials. The opinions expressed herein are limited in all respects to (1) the federal laws of the United States of America; and (2) the Delaware General Corporation Law, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such Delaware laws; and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Based upon and subject to the foregoing, I am of the opinion that upon the issuance of the Shares as provided in the Plan and the Rights attached thereto as provided in the Rights Agreement, the Shares and the Rights attached thereto will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, Susan Ellen Wolf Senior Attorney -8- EX-23.2 3 g64763ex23-2.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 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 of our reports dated August 11, 2000 included or incorporated by reference in Delta Air Lines, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 and to all references to our firm included in this Registration Statement. Atlanta, Georgia October 25, 2000 EX-24 4 g64763ex24.txt POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ Edwin L. Artzt ----------------------------- Edwin L. Artzt Director Delta Air Lines, Inc. 2 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ James L. Broadhead -------------------------------- James L. Broadhead Director Delta Air Lines, Inc. 3 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ Edward H. Budd ---------------------------- Edward H. Budd Director Delta Air Lines, Inc. 4 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ R. Eugene Cartledge -------------------------------- R. Eugene Cartledge Director Delta Air Lines, Inc. 5 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ Mary Johnston Evans -------------------------------- Mary Johnston Evans Director Delta Air Lines, Inc. 6 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ George M.C. Fisher --------------------------------- George M.C. Fisher Director Delta Air Lines, Inc. 7 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ David R. Goode --------------------------- David R. Goode Director Delta Air Lines, Inc. 8 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ Gerald Grinstein -------------------------------- Gerald Grinstein Director Delta Air Lines, Inc. 9 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ John F. Smith, Jr. ------------------------------------- John F. Smith, Jr. Director Delta Air Lines, Inc. 10 POWER OF ATTORNEY I hereby constitute and appoint Leo F. Mullin, M. Michele Burns, and Edward H. Bastian, 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 16 million additional shares of Delta Common Stock to be issued under the Delta 2000 Performance Compensation Plan, (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 25th day of October, 2000. /s/ Andrew J. Young -------------------------------- Andrew J. Young Director Delta Air Lines, Inc. -----END PRIVACY-ENHANCED MESSAGE-----