DELTA AIR LINES INC /DE/
S-8, EX-24, 2000-10-26
AIR TRANSPORTATION, SCHEDULED
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<PAGE>   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.




<PAGE>   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.




<PAGE>   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.




<PAGE>   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.




<PAGE>   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.




<PAGE>   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.




<PAGE>   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.




<PAGE>   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.




<PAGE>   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.




<PAGE>   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.







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