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<SEC-DOCUMENT>0000931763-01-000369.txt : 20010308
<SEC-HEADER>0000931763-01-000369.hdr.sgml : 20010308
ACCESSION NUMBER:		0000931763-01-000369
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010426
FILED AS OF DATE:		20010306

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DELTA AIR LINES INC /DE/
		CENTRAL INDEX KEY:			0000027904
		STANDARD INDUSTRIAL CLASSIFICATION:	AIR TRANSPORTATION, SCHEDULED [4512]
		IRS NUMBER:				580218548
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-05424
		FILM NUMBER:		1562116

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>NOTICE AND PROXY STATEMENT
<TEXT>

<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement

[_]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))

[X]  Definitive Proxy Statement

[_]  Definitive Additional Materials

[_]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

                             Delta Air Lines, Inc.
- --------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


     (1) Title of each class of securities to which transaction applies:

     -------------------------------------------------------------------------


     (2) Aggregate number of securities to which transaction applies:

     -------------------------------------------------------------------------


     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):

     -------------------------------------------------------------------------


     (4) Proposed maximum aggregate value of transaction:

     -------------------------------------------------------------------------


     (5) Total fee paid:

     -------------------------------------------------------------------------

[_]  Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

     -------------------------------------------------------------------------


     (2) Form, Schedule or Registration Statement No.:

     -------------------------------------------------------------------------


     (3) Filing Party:

     -------------------------------------------------------------------------


     (4) Date Filed:

     -------------------------------------------------------------------------

Notes:






Reg. (S) 240.14a-101.

SEC 1913 (3-99)


<PAGE>

                                                  [DELTA LOGO]

                                                     Delta Air Lines, Inc.
                                                     Post Office Box 20706
                                                     Atlanta, Georgia 30320-6001

To Our Shareowners:

On behalf of the Board of Directors, it is my pleasure to invite you to attend
the 2001 Annual Meeting of Shareowners of Delta Air Lines, Inc. The meeting
will be held at The Grand America Hotel, 555 South Main Street in Salt Lake
City, Utah, on Thursday, April 26, 2001 at 9:00 a.m., local time.

The purpose of the meeting is to act on the matters listed in the attached
Notice, and to update you on Delta's activities during calendar year 2000.
There will also be an opportunity to discuss matters of interest to you as a
shareowner.

If you plan to attend the meeting, please mark the appropriate box on your
proxy card, or indicate your intent when prompted by our Internet or telephone
voting system. Please note that you will need to show you are a Delta
shareowner to attend the meeting. If you are a shareowner of record, you
should bring the enclosed admission ticket to the meeting. If your shares are
held in street name (by a bank or broker, for example), you should ask the
record owner for a proxy or bring your most recent account statement to the
meeting so we can confirm your ownership of Delta stock. IF YOU DO NOT HAVE AN
ADMISSION TICKET OR PROOF THAT YOU OWN DELTA STOCK, YOU MAY NOT BE ADMITTED TO
THE MEETING.

If you will need special assistance at the meeting because of a disability,
please contact Ms. Suzanne Rolon, Specialist, Investor Relations, at (404)
715-2391.

I am pleased to announce that Delta will once again broadcast the annual
meeting live on-line (listen only) at www.delta.com/inside/investors/index.jsp
for shareowners unable to attend in person. To vote your shares, you will need
to sign and return your proxy card, or use our Internet or telephone voting
system. The replay of the Webcast will be available through May 26, 2001.

We are continuing to offer you the option to receive future annual meeting
materials electronically through the Internet. You may sign up by following
the instructions on your admission ticket. The Internet provides a simple,
convenient way to receive future annual reports and proxy materials, and it is
cost-effective for Delta. If you have a computer with Internet access, we hope
you will try this electronic distribution method.

Your vote is important. Please sign and return your proxy card in the enclosed
envelope, or use our Internet or telephone voting system, so your shares will
be voted at the meeting.

                                          Cordially,
                                          /s/ Leo F. Mullin
                                          Leo F. Mullin
                                          Chairman of the Board and
                                          Chief Executive Officer

Atlanta, Georgia
March 6, 2001
<PAGE>

                                                  [DELTA LOGO]

                                                     Delta Air Lines, Inc.
                                                     Post Office Box 20706
                                                     Atlanta, Georgia 30320-6001

                    NOTICE OF ANNUAL MEETING OF SHAREOWNERS

<TABLE>
 <C>                  <S>
 PLACE:               The Grand America Hotel
                      555 South Main Street
                      Salt Lake City, Utah 84101

 DATE AND TIME:       Thursday, April 26, 2001, 9:00 a.m., local time

 ITEMS OF BUSINESS:   1. to elect eleven directors;

                      2. to ratify the appointment of Arthur Andersen LLP as
                         Delta's independent auditors for the calendar year
                         ending December 31, 2001;

                      3. to consider and vote on the four shareowner proposals
                         described in the accompanying proxy statement, if
                         those proposals are presented at the meeting; and

                      4. to transact such other business as may properly come
                         before the meeting.

 WHO MAY ATTEND:      Only Delta shareowners or their representatives will be
                      admitted to the meeting. You must present an admission
                      ticket, proof that you own Delta stock, or a proxy from
                      the shareowner of record to be admitted to the meeting.

 WHO MAY VOTE:        You may vote if you were a shareowner of record of
                      Delta's common stock or Series B ESOP Convertible
                      Preferred Stock at the close of business on February 28,
                      2001, or if you hold a proxy from a shareowner of record.

 LIST OF SHAREOWNERS: During the ten-day period prior to the meeting, a list of
                      shareowners entitled to vote at the meeting will be
                      available during normal business hours at Delta's
                      Investor Relations Department, 1030 Delta Boulevard,
                      Atlanta, Georgia 30320. The shareowner list will also be
                      available at the meeting.

 PROXY VOTING:        Your vote is important. Please vote in one of the
                      following ways:

                      1. visit the Internet web site listed on your admission
                         ticket;

                      2. call the toll-free telephone number listed on your
                         admission ticket; or

                      3. mark, sign, date and promptly return the enclosed
                         proxy card in the postage-paid envelope.
</TABLE>

                                          By Order of the Board of Directors,
                                          /s/ Robert S. Harkey
                                          Robert S. Harkey
                                          Senior Vice President-General
                                          Counsel
                                          and Secretary

Atlanta, Georgia
March 6, 2001

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
Voting Information........................................................   1

Corporate Governance Principles...........................................   4

Proposal 1--Election of Directors.........................................   6
 Certain Information About Nominees.......................................   6
 The Board of Directors and Board Committees..............................   8
 Board Committee Memberships..............................................   9
 Compensation of Directors................................................   9
 Compensation Committee Interlocks and Insider Participation..............  10

Beneficial Ownership of Securities........................................  11
 Beneficial Owners of More Than 5% of Voting Stock........................  11
 Directors, Nominees for Director and Executive Officers..................  12

Audit Committee Report....................................................  14

Personnel & Compensation Committee Report on Executive Compensation.......  15

Executive Compensation....................................................  19
 Summary Compensation Table...............................................  19
 Option Grants in Transition Period.......................................  20
 Aggregated Option Exercises in Transition Period and FY-End Option
  Values..................................................................  21
 Long-Term Incentive Plans--Awards in Transition Period...................  22
 Retirement Plans and Other Agreements....................................  23
 Stock Performance Graph..................................................  26

Proposal 2--Ratification of the Appointment of Independent Auditors.......  27
 Fees of Independent Auditors for Calendar Year Ended December 31, 2000...  27

Proposals 3, 4, 5 and 6--Shareowner Proposals.............................  27

General Information.......................................................  33
 Cost of Solicitation.....................................................  33
 Submission of Shareowner Proposals.......................................  33
 Section 16 Beneficial Ownership Reporting Compliance.....................  33
 Extent of Incorporation by Reference of Materials Included in or
  Accompanying This Proxy Statement.......................................  34

 Appendix A--Audit Committee Charter...................................... A-1
</TABLE>
<PAGE>

                                PROXY STATEMENT

                               VOTING INFORMATION

WHAT IS THE PURPOSE OF THIS PROXY STATEMENT?
This proxy statement is being provided to you in connection with the
solicitation of proxies by the Board of Directors of Delta Air Lines, Inc., to
be voted at Delta's 2001 Annual Meeting of Shareowners. The annual meeting will
be held at The Grand America Hotel, 555 South Main Street, in Salt Lake City,
Utah, on Thursday, April 26, 2001 at 9:00 a.m., local time. These proxies may
also be voted at any adjournment of the annual meeting. Delta's proxy
statement, the enclosed proxy card and the Annual Report to Shareowners are
being mailed to shareowners beginning on or about March 6, 2001.

WHY IS DELTA HOLDING AN ANNUAL MEETING IN APRIL 2001? WHAT IS THE "TRANSITION
PERIOD"?
Effective December 31, 2000, Delta changed its year end from June 30 to
December 31. As a result of this change, our annual meeting will now be held in
April rather than in October. References in this proxy statement to the
"transition period" refer to the six-month transition period that began July 1,
2000 and ended December 31, 2000.

WHEN IS THE RECORD DATE FOR THE MEETING? WHAT CLASSES OF STOCK ARE ELIGIBLE TO
VOTE?
February 28, 2001 is the record date for determining the shareowners entitled
to notice of and to vote at the annual meeting. On that date, there were
outstanding 123,036,035 shares of Delta's common stock, par value $1.50 per
share, and 6,376,088 shares of Delta's Series B ESOP Convertible Preferred
Stock, par value $1 per share ("ESOP Preferred Stock"). The common stock and
ESOP Preferred Stock are the only classes of securities entitled to vote at the
meeting.

Each outstanding share of common stock entitles its holder to one vote. Each
outstanding share of ESOP Preferred Stock entitles its holder to two votes,
subject to adjustment in certain circumstances. Holders of the common stock and
ESOP Preferred Stock will vote together as a single class on all matters
presented at the annual meeting.

WHAT IS THE QUORUM FOR THE MEETING?
A quorum at the annual meeting will consist of a majority of the votes entitled
to be cast by the holders of all shares of common stock and ESOP Preferred
Stock that are outstanding and entitled to vote. No business may be conducted
at the meeting if a quorum is not present.

HOW MANY VOTES ARE NEEDED TO ACT ON PROPOSALS AT THE MEETING?
A majority of the votes entitled to be cast by the holders of all shares of
common stock and ESOP Preferred Stock, voting together as a single class, that
are present or represented at the meeting and entitled to vote will be
necessary:

(1)  to elect the director-nominees;

(2)  to ratify the appointment of Arthur Andersen LLP as independent auditors
     for the calendar year ending December 31, 2001; and

(3)  to approve each of the four shareowner proposals described in this proxy
     statement.

A vote "withheld" from a director-nominee has the same effect as a vote against
that director-nominee. An abstention from voting on any of the other proposals
has the same effect as a vote against that proposal.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
The Board recommends that you vote (1) "FOR" the election of the director-
nominees named on page 6 of this proxy statement; (2) "FOR" the ratification of
the appointment of Arthur Andersen LLP as independent auditors for the calendar
year ending December 31, 2001; and (3) "AGAINST" each of the four shareowner
proposals described on pages 27-33 of this proxy statement.

HOW MAY I VOTE SHARES REGISTERED IN MY NAME?
You may vote shares registered in your name in person at the meeting or you may
submit a

                                       1
<PAGE>

proxy before the meeting. To vote by proxy, you may choose one of the following
options:

Voting by the Internet or Telephone

   You may vote using the Internet or telephone by following the instructions
on the admission ticket attached to your proxy card. The Internet and telephone
voting procedures are designed to authenticate votes cast by use of a personal
identification number. These procedures, which comply with Delaware law, enable
shareowners to appoint a proxy to vote their shares and to confirm that their
instructions have been properly recorded.

Voting by Written Proxy Card

   You may vote by signing, dating and returning the proxy card in the enclosed
postage-paid envelope. You must sign the proxy card exactly as your name
appears on the card. If shares are owned jointly, each joint owner must sign
the proxy card. If a shareowner is a corporation or partnership, the proxy card
must be signed in the full corporate or partnership name by a duly authorized
person. If the proxy card is signed pursuant to a power of attorney or by an
executor, administrator, trustee or guardian, the signer's full title must be
given and a certificate or other proof of appointment must be provided. All
written proxy cards must be dated.

HOW ARE PROXIES VOTED?
All properly executed proxies, whether submitted by the Internet, telephone or
mail, will be voted at the annual meeting according to the instructions given
in the proxy card. The members of Delta's Board of Directors designated to vote
the proxies returned pursuant to this solicitation are Mrs. Mary Johnston Evans
and Messrs. Gerald Grinstein and Leo F. Mullin.

WHAT IF A PROPERLY EXECUTED PROXY CARD IS RETURNED WITHOUT ANY VOTING
INSTRUCTIONS?
If you are a shareowner of record and return a written proxy card without
voting instructions, your shares will be voted (1) "FOR" the election of the
director-nominees named on page 6 of this proxy statement; (2) "FOR" the
ratification of the appointment of Arthur Andersen LLP as independent auditors
for the calendar year ending December 31, 2001; and (3) "AGAINST" each of the
four shareowner proposals described on pages 27-33 of this proxy statement.

IF I SUBMIT A PROXY, MAY I STILL VOTE MY SHARES AT THE MEETING?
Submitting a proxy by the Internet, telephone or mail will not limit your right
to vote at the annual meeting if you decide to attend and vote in person.

MAY I REVOKE A PROXY?
You may revoke your proxy at any time before it is voted (1) by providing
written notice to Delta's Secretary, Robert S. Harkey; (2) by submitting a
later-dated proxy by the Internet, telephone or mail; or (3) by attending the
annual meeting and voting in person. Attendance at the meeting will not by
itself revoke a proxy.

HOW DO I VOTE MY SHARES HELD IN "STREET NAME"?
If your shares are held in the name of a broker, bank or other record holder,
you should provide voting instructions to the shareowner of record. You may
also obtain a proxy from the shareowner of record permitting you to vote in
person at the annual meeting.

IF I HOLD SHARES IN A BROKERAGE ACCOUNT AND DO NOT RETURN VOTING INSTRUCTIONS,
WILL MY SHARES BE VOTED?
Under New York Stock Exchange rules, brokerage firms are allowed to vote in
their discretion on certain matters on behalf of clients who did not provide
voting instructions at least fifteen days before the date of the annual
meeting. Generally, brokerage firms may vote on proposals to elect directors
and to ratify the selection of independent auditors because those proposals are
"discretionary" items under NYSE rules. In contrast, brokerage firms are not
allowed to vote on the shareowner proposals described in this proxy statement
because those proposals are "non-discretionary" items. This means that, if your
shares are held in a brokerage account and you do not return voting
instructions to your broker by the deadline, your shares may be voted on some,
but not all, of the proposals described in this proxy statement. "Broker non-

                                       2
<PAGE>

votes" will not be considered in determining the number of votes necessary for
approving non-discretionary items.

WHAT IS THE DELTA FAMILY-CARE SAVINGS PLAN? HOW IS DELTA STOCK HELD BY THE
SAVINGS PLAN VOTED?
The Delta Family-Care Savings Plan ("Savings Plan") is a qualified defined
contribution pension plan which includes an employee stock ownership plan
feature. Eligible Delta personnel may contribute a portion of their earnings to
various investment funds, including a fund invested primarily in Delta common
stock (the "Delta Common Stock Fund"). A specified amount of Delta's
contributions to a participant's account during each Savings Plan year is
invested in ESOP Preferred Stock and common stock (the "Preferred Stock Fund").
At December 31, 2000, there were approximately 71,700 participants in the
Savings Plan.

Fidelity Management Trust Company is the trustee of the Savings Plan. The
trustee is the registered holder of all outstanding shares of ESOP Preferred
Stock.

The Savings Plan provides (1) that shares of ESOP Preferred Stock and common
stock allocated to a participant's account in the Preferred Stock Fund
("Allocated Shares") will be voted by the trustee in accordance with the
participant's confidential voting instructions; (2) that Allocated Shares will
be voted by the trustee in its discretion if no voting instructions are
received by the trustee prior to the deadline specified in the Voting
Instruction Form provided to Savings Plan participants; and (3) that shares of
ESOP Preferred Stock not yet allocated to any participant's account will be
voted by the trustee in proportion to the votes cast with respect to Allocated
Shares for which voting instructions are received.

The Savings Plan also provides (1) that shares of common stock attributable to
a participant's account in the Delta Common Stock Fund will be voted by the
trustee in accordance with the participant's confidential voting instructions;
and (2) that these shares will be voted by the trustee in its discretion if no
instructions are received by the trustee prior to the deadline specified in the
Voting Instruction Form.

WHAT IF OTHER BUSINESS IS PRESENTED AT THE MEETING?
Delta has not received proper notice, and is not presently aware, of any
business to be transacted at the annual meeting other than as described in this
proxy statement. If any other item or proposal properly comes before the
meeting, the proxies received will be voted in accordance with the discretion
of the directors designated to vote the proxies.
                             ---------------------

                                       3
<PAGE>

                        CORPORATE GOVERNANCE PRINCIPLES

Delta's Board of Directors believes that sound corporate governance practices
provide an important framework to assist the Board in fulfilling its
responsibilities. Accordingly, the Board has formally adopted corporate
governance principles relating to its functions, structure and operations.
These principles, which the Board reviews periodically, are set forth below.

Board Functions
1. Chief Executive Officer Evaluation. The Board will evaluate the performance
of the Chief Executive Officer at least annually. Each outside (non-management)
director will complete an assessment, and the Chief Executive Officer will
complete a self-assessment, of the Chief Executive Officer's performance in
specified categories such as strategic planning, financial matters and
leadership. The outside directors will meet in executive session, with and
without the Chief Executive Officer, to discuss these assessments.

The evaluation will be based on objective criteria which shall include, among
other factors, corporate performance, development of management, and the
accomplishment of annual objectives and long-term strategic goals.

2. Approval of Major Strategies and Financial Objectives. Each year the Board
will review and approve Delta's one-year business plan, as well as its long-
term strategic plan, aircraft fleet plan and financial goals. The Board will
regularly monitor Delta's performance with respect to these plans and goals.

3. Board Evaluation. The Board will annually evaluate the effectiveness of the
Board and its committees. Each director will complete a written assessment of
the Board's performance in specified categories such as fiduciary oversight;
Board governance and process; strategic planning and business decisions; and
financial matters. The Board will meet in executive session to discuss these
assessments. The purpose of this evaluation is to increase the effectiveness of
the Board as a whole, as well as its individual members.

4. Selection of Board Members. The Board has the responsibility for nominating
directors. In nominating a slate of directors, the Board's objective is to
select individuals with skills and experience which can be of assistance to
management in operating Delta's business. The Board will consider business
experience, diversity, skills, international background and other matters which
are relevant to this objective. Each director should devote the time and
attention necessary to fulfill the obligations of a director.

5. Management Succession. The Board will review annually with the Chief
Executive Officer management succession planning and development. There should
also be available, on a continuing basis, the Chief Executive Officer's
recommendation as to his successor should he be unexpectedly disabled.

6. Executive Compensation. Delta's executive compensation program will be
designed and administered with clear and strong linkages to its business
strategy and long-term goals, particularly the creation of shareowner value, to
develop talented executives and motivate them to work for the long-term
advantage of Delta's primary stakeholder groups.

7. Director Compensation. The Board will periodically review director
compensation in comparison with companies that are similarly situated to ensure
that such compensation is reasonable and competitive.

8. Board Interaction with Institutional Investors, the Press, Customers,
etc. The Board believes that management speaks for Delta. Individual Board
members may, from time to time, meet or otherwise communicate with various
constituencies that are involved with Delta. However, it is expected that Board
members will speak for Delta only with the knowledge of management and, in most
instances, at the request of management.

Board Structure
1. Number of Directors. The Board will normally consist of between nine and
eleven members, although the Board is willing to

                                       4
<PAGE>

increase its size to accommodate the availability of an outstanding candidate.

2. Independence. A substantial majority of the directors will be outside
directors who have no significant financial or personal tie to Delta, other
than common stock ownership and entitlement to directors' fees.

3. Board Leadership. The Board does not have a policy on whether the role of
the Chief Executive Officer and the Chairman should be separate. When the Chief
Executive Officer holds the position of Chairman of the Board, the Board will
consider the election of an outside director to chair the executive sessions of
the Board which are not attended by the Chief Executive Officer and to have
such other duties as the Board deems appropriate.

4. Committees of the Board. The Board, in consultation with the Chief Executive
Officer, will determine the responsibilities and membership of its committees.
Each committee, other than the Executive Committee, will consist solely of
outside directors. The committee chairman, in consultation with committee
members, will determine the frequency and length of the meetings of the
committee.

5. Retirement/Resignation and Term Limits. No director may stand for reelection
after age 72. A director is expected to offer to submit his or her resignation
when the director no longer holds the principal occupation he or she held at
the time of election to the Board. Directors who are full-time employees of
Delta shall resign from the Board coincident with their retirement from full-
time employment.

The Board does not believe it should establish term limits for directors. While
term limits could help ensure that there are fresh ideas and viewpoints
available to the Board, term limits have the disadvantage of losing the
contribution of directors who have been able to develop, over a period of time,
increasing insight into Delta and its operations, and who therefore provide an
increasing contribution to the Board.

6. Stock Ownership. Directors are encouraged to own a significant equity
interest in Delta within a reasonable period after initial election to the
Board. To more closely align the interests of directors and Delta's
shareowners, a portion of directors' fees will be paid in the form of common
stock.

Board Operations
1. Number of Meetings. The Board will meet as frequently as needed for
directors to discharge properly their responsibilities. Regular meetings of the
Board are held four times per year and special meetings are held as required.

2. Conduct of Meetings. Board meetings will be conducted in a manner which
ensures open communication, meaningful participation and timely resolution of
issues. Whenever feasible, directors will receive materials concerning matters
to be acted upon well in advance of the applicable meeting.

3. Executive Sessions. The Board will hold executive sessions at least twice a
year without the Chief Executive Officer or any other inside directors.

4. Board Access to Senior Management. Board members have complete access to
Delta's senior management. It is assumed that Board members will use judgment
to be sure that contact with management is not distracting to Delta's business
operations and that the Chief Executive Officer is appropriately informed.

5. Senior Management Service on Outside Boards. Members of senior management
should review proposed outside Board memberships with the Corporate Governance
Committee, and outside Board memberships ordinarily should be limited to three.
                             ---------------------

                                       5
<PAGE>

                       PROPOSAL 1--ELECTION OF DIRECTORS

A Board of eleven directors is to be elected at the annual meeting. Each
director so elected will hold office until the next annual meeting of
shareowners and the election of his or her successor. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" THE FOLLOWING NOMINEES:

  Edwin L. Artzt, James L. Broadhead, Edward H. Budd, R. Eugene Cartledge,
  Mary Johnston Evans, George M.C. Fisher, David R. Goode, Gerald Grinstein,
  Leo F. Mullin, John F. Smith, Jr. and Andrew J. Young.

All of the nominees were elected by the shareowners at the last annual meeting
of shareowners. During the six-month transition period ended December 31, 2000,
each director attended at least 75% of the meetings of the Board of Directors
and the committees on which he or she served except Messrs. Broadhead and
Smith. Due to an unavoidable conflict, Mr. Broadhead was unable to attend the
quarterly Board and committee meetings on July 26 and 27, 2000. Similarly, Mr.
Smith, who was elected to the Board on October 25, 2000, was unable to
participate in a Board meeting in December 2000.

The members of the Board of Directors provide Delta with a wide and valuable
range of judgment and experience from areas such as air and ground
transportation, banking, consumer products, digital technology, government and
international affairs, insurance, investments, international trade, utilities
and manufacturing.

The Board of Directors believes each nominee for director will be able to stand
for election. If any nominee becomes unable to stand for election, the Board
may name a substitute nominee or reduce the number of directors. If a
substitute nominee is chosen, the directors designated to vote the proxies will
vote "FOR" the substitute nominee.


                       CERTAIN INFORMATION ABOUT NOMINEES

EDWIN L. ARTZT has been non-executive Chairman of the Board of Spalding
Holdings Corporation since October 1998. Mr. Artzt was Chairman of the
Executive Committee of the Board of Directors of The Procter & Gamble Company
from 1995 until his retirement from that Board in September 1999. He was
Chairman of the Board and Chief Executive Officer of The Procter & Gamble
Company from 1990 until his retirement as an executive of that company in 1995.
From 1984 to 1990, Mr. Artzt served as Vice Chairman of The Procter & Gamble
Company and as President of Procter & Gamble International. He has been a
director of Delta since 1991. Mr. Artzt is also a director of American Express
Company and Evenflo Company, Inc., and a member of The Business Council. Age
71.

JAMES L. BROADHEAD has been Chairman of the Board and Chief Executive Officer
of FPL Group, Inc., and its principal subsidiary, Florida Power & Light
Company, since 1990. From 1989 to 1990, he was President and Chief Executive
Officer of FPL Group, Inc. From 1986 to 1988, Mr. Broadhead served as
President, Telephone Operating Group of GTE Corporation. He has been a director
of Delta since 1991. Mr. Broadhead is also a director of New York Life
Insurance Company and The Pittston Company, and a member of The Business
Council and The Business Roundtable. Age 65.

EDWARD H. BUDD was Chairman of the Board and Chief Executive Officer of The
Travelers Corporation from 1982 until his retirement in 1993, and was an
executive officer of that company from 1974 through 1993. He has been a
director of Delta since 1985. Mr. Budd is also a director of Verizon
Communications, a member of the American Academy of Actuaries and The Business
Council, and a Trustee of Tufts University. Age 67.

                                       6
<PAGE>

R. EUGENE CARTLEDGE has been non-executive Chairman of the Board of Generac
Portable Products, Inc. since July 1998. Mr. Cartledge was Chairman of the
Board of Savannah Foods & Industries, Inc. from April 1996 until December 1997,
and Chairman of the Board and Chief Executive Officer of Union Camp Corporation
from 1986 until his retirement in 1994. Mr. Cartledge has been a director of
Delta since 1990. He is also a director of Chase Brass Industries, Inc.,
Sunoco, Inc. and UCAR International Inc. Age 71.

MARY JOHNSTON EVANS is a director of Household International, Inc., Moody's
Corporation and Sunoco, Inc. She has been a director of Delta since 1982. She
served as non-executive Acting Chairman of Delta's Board of Directors from
August 1, 1997 to August 14, 1997. Mrs. Evans is also a senior member of The
Conference Board. She was a director of AMTRAK from 1974 to 1980, serving as
Vice Chairman from 1974 until 1979. Age 71.

GEORGE M.C. FISHER was Chairman of the Board of Eastman Kodak Company from 1993
until his retirement from that Board in December 2000, and served as its Chief
Executive Officer from 1993 until his retirement in December 1999. He was also
President of Eastman Kodak Company from 1993 through December 1996. Before
joining Eastman Kodak Company, Mr. Fisher was an executive officer of Motorola,
Inc., serving as Chairman and Chief Executive Officer from 1990 through 1993,
and Chief Executive Officer from 1988 to 1990. He has been a director of Delta
since 1999. Mr. Fisher is also a director of AT&T Corporation, Eli Lilly &
Company and General Motors Corporation. He is Chairman of the National Academy
of Engineering, a member of the President's Advisory Committee for Trade Policy
& Negotiations, and a member of The Business Council. Age 60.

DAVID R. GOODE has been Chairman of the Board, President and Chief Executive
Officer of Norfolk Southern Corporation since 1992, and an executive officer of
that company since 1985. He has been a director of Delta since 1999. Mr. Goode
is also a director of Caterpillar, Inc., Georgia-Pacific Corporation and Texas
Instruments, Incorporated, and a member of The Business Council and The
Business Roundtable. Age 60.

GERALD GRINSTEIN has been non-executive Chairman of the Board of Agilent
Technologies, Inc. since August 1999. He is also a principal of Madrona
Investment Group, L.L.C., a Seattle-based investment company. He served as non-
executive Chairman of Delta's Board of Directors from August 1997 until October
1999. Mr. Grinstein was Chairman of Burlington Northern Santa Fe Corporation
(successor to Burlington Northern Inc.) from September 1995 until his
retirement in December 1995; an executive officer of Burlington Northern Inc.
and certain affiliated companies from April 1987 through September 1995; and
Chief Executive Officer of Western Air Lines, Inc. from 1985 through March
1987. He has been a director of Delta since 1987. He is also a director of
Expedia, Inc., Imperial Sugar Corporation, PACCAR Inc., The Pittston Company
and Vans, Inc. Age 68.

LEO F. MULLIN has been Chairman of Delta's Board of Directors since October
1999, and has served as Delta's Chief Executive Officer since August 1997. Mr.
Mullin was Vice Chairman of Unicom Corporation and its principal subsidiary,
Commonwealth Edison Company, from 1995 to August 1997. He was an executive of
First Chicago Corporation from 1981 to 1995, serving as that company's
President and Chief Operating Officer from 1993 to 1995. He has been a director
of Delta since 1997. Mr. Mullin is a director of BellSouth Corporation and
Johnson & Johnson. He is a member of the board of the Air Transport Association
of America and Chairman of the International Air Transport Association. He is
also a member of The Business Council and The Business Roundtable. Age 58.

JOHN F. SMITH, JR. has been Chairman of the Board of Directors of General
Motors Corporation since 1996, and served as its Chief Executive Officer from
1992 until his retirement in June 2000. He was also President of General Motors
Corporation from April 1992 until October 1998, and President and Chief
Operating Officer from April 1992 until November 1992. He has been a director
of

                                       7
<PAGE>

Delta since 2000. Mr. Smith is a director of Hughes Electronics Corporation and
The Procter & Gamble Company. He is Chairman of Catalyst, and a member of the
Board of The Nature Conservancy. Mr. Smith is also a member of The Business
Council and the U.S.-Japan Business Council. Age 63.

ANDREW J. YOUNG has been Chairman of the Board and a senior partner of
GoodWorks International, Inc. since January 1997. He was Vice Chairman of Law
Companies Group, Inc. from 1993 to January 1997, and a director of that company
from 1995 to January 1997. He was Chairman of Law Companies International
Group, Inc. (a former subsidiary of Law Companies Group, Inc.) from 1990 to
1993. Mr. Young was Mayor of the City of Atlanta, Georgia from 1982 to 1990,
United States Ambassador to the United Nations from 1977 to 1979, and a member
of the House of Representatives of the United States Congress from 1973 to
1977. He has been a director of Delta since 1994. Mr. Young is a director of
Archer Daniels Midland Company, Cox Communications, Inc. and Thomas Nelson,
Inc. He is Chairman of the Southern Africa Enterprise Development Fund, and a
director of the Atlanta Market Center and the Martin Luther King, Jr. Center.
He was Co-Chairman of the Atlanta Committee for the Olympic Games and a member
of the Board of the United States Olympic Committee. Age 69.


                  THE BOARD OF DIRECTORS AND BOARD COMMITTEES

The Board of Directors holds regular meetings four times per year and schedules
special meetings when required. The Board also meets informally from time to
time. During the six-month transition period ended December 31, 2000, the Board
held a total of three regular and special meetings, and one informal meeting.

The committees established by the Board of Directors to assist it in
discharging its responsibilities are described below. The membership of each
committee is set forth following the committee descriptions.

The Audit Committee assists the Board of Directors in its oversight of Delta's
financial statements. During the transition period, this committee met four
times, and held one informal meeting.

The Benefit Funds Investment Committee acts as the fiduciary for managing the
investment policies and assets of certain of Delta's benefit plans. This
committee met two times during the transition period.

The Corporate Governance Committee reviews and makes recommendations to the
Board concerning its composition, organization and processes; the type,
function, size and membership of Board committees; qualifications and
eligibility requirements for Board members; evaluation of the Board; Board
compensation; and other corporate governance issues. This committee met two
times during the transition period.

The Corporate Governance Committee also recommends to the Board candidates for
election as directors, and will consider nominees recommended by shareowners.
Shareowner recommendations should be submitted in writing to Delta's Secretary,
Robert S. Harkey, with a description of the proposed nominee's qualifications
and other relevant biographical information, and the nominee's consent to serve
as a director. See "Submission of Shareowner Proposals" on page 33 of this
proxy statement.

The Corporate Strategy Committee reviews Delta's long-term strategic goals,
objectives and plans, and makes recommendations to management and the Board of
Directors on these subjects. This committee met one time during the transition
period.

The Executive Committee exercises certain powers of the Board of Directors
between Board meetings. This committee did not meet during the transition
period.

                                       8
<PAGE>

The Finance Committee reviews Delta's financial planning and financial
structure, funds requirements, and borrowing and dividend policies. This
committee met two times during the transition period.

The Personnel & Compensation Committee reviews and makes recommendations to the
Board concerning the election of Delta's officers, the compensation for and
evaluation of the Chief Executive Officer, management succession planning and
the overall policy of Delta's benefit plans for non-executive personnel. It
also sets the salaries for officers above the level of Senior Vice President
except the Chief Executive Officer, and administers Delta's 2000 Performance
Compensation Plan. This committee met three times during the transition period.


                          BOARD COMMITTEE MEMBERSHIPS

<TABLE>
<CAPTION>
           AUDIT              BENEFIT FUNDS INVESTMENT      CORPORATE GOVERNANCE
- ----------------------------  ------------------------- -----------------------------
<S>                           <C>                       <C>
James L. Broadhead, Chairman  Andrew J. Young, Chairman Mary Johnston Evans, Chairman
Mary Johnston Evans           James L. Broadhead        James L. Broadhead
George M.C. Fisher            R. Eugene Cartledge       Gerald Grinstein
Andrew J. Young               Mary Johnston Evans       John F. Smith, Jr.
                              John F. Smith, Jr.        Andrew J. Young
</TABLE>

<TABLE>
<CAPTION>
           CORPORATE STRATEGY                               EXECUTIVE
      -----------------------------                 --------------------------
      <S>                                           <C>
      R. Eugene Cartledge, Chairman                 Gerald Grinstein, Chairman
      Edwin L. Artzt                                Edwin L. Artzt
      James L. Broadhead                            James L. Broadhead
      Edward H. Budd                                Edward H. Budd
      Gerald Grinstein                              R. Eugene Cartledge
                                                    Mary Johnston Evans
                                                    Andrew J. Young
</TABLE>

<TABLE>
<CAPTION>
                                                            PERSONNEL &
              FINANCE                                       COMPENSATION
      ------------------------                        ------------------------
      <S>                                             <C>
      Edwin L. Artzt, Chairman                        Edward H. Budd, Chairman
      Edward H. Budd                                  George M.C. Fisher
      R. Eugene Cartledge                             David R. Goode
      David R. Goode                                  Gerald Grinstein
      Gerald Grinstein


</TABLE>
                           COMPENSATION OF DIRECTORS

Non-employee members of the Board of Directors (i.e., directors who are not
employed by Delta on a full-time basis) receive an annual retainer of $25,000,
of which $5,000 is paid in shares of common stock, and a meeting fee of $1,000
plus expenses for each Board and Committee meeting attended. The chairmen of
each of the Committees also receive an annual retainer of $7,500. Full-time
employees of Delta who serve as directors receive only reimbursement of
expenses incurred in attending meetings. Directors and their spouses are
eligible for complimentary transportation privileges on Delta.

Non-employee directors also receive an annual non-qualified stock option grant
which, at the time of grant, is intended to have a present value equal to
approximately twice the cash portion of the current annual cash retainer of
$20,000. These awards are made under the Non-employee Directors' Stock Option
Plan, which is administered by the Corporate Governance Committee. During the
transition period each non-employee director received a non-qualified stock
option to purchase 2,150 shares of common stock at a price of $41.5625 per
share, which was the closing price of the common stock on the New York Stock
Exchange on the grant date. These stock options generally become exercisable
with respect to 25% of the covered shares on each of the first four
anniversaries of the grant date, and may not be exercised on or after the tenth
anniversary of the grant date. In the event of a Change in Control, as defined,
stock options outstanding under the Non-employee Directors' Stock Option Plan
become immediately vested, exercisable and nonforfeitable for their remaining
terms.

                                       9
<PAGE>


Directors may defer all or any part of their cash compensation earned as a
director until a date specified by the director. A participating director may
choose, on a prospective basis, an investment return on the deferred amount
from among the investment return choices available under Delta's Savings Plan,
including the Delta Common Stock Fund, a fund invested primarily in Delta
common stock.

Directors who served on the Board on or before October 24, 1996, and who retire
from the Board may be elected advisory directors for a term which varies
depending upon the director's term of service and age at retirement. Advisory
directors receive an annual retainer equal to the annual retainer paid to non-
employee directors at the time of their retirement.

On October 24, 1996, the Board terminated the Advisory Director Program for all
future directors who were not members of the Board on that date. Non-employee
directors who join the Board after October 24, 1996, will receive, in addition
to their other fees, a deferred payment of $6,300 during each year in which
they serve as a director. The deferred payment will earn an investment return
equivalent to the investment return on the Delta Common Stock Fund, and will be
paid to directors after they complete their Board service.

Lifetime advisory directors, and directors who retire from the Board at their
mandatory retirement age, are eligible during their lifetime for complimentary
transportation privileges on Delta for themselves and their spouses.

Delta's charitable contribution program permits an eligible director to
recommend up to five tax-exempt organizations to receive donations totaling $1
million after the director's death. Recommended donations will be made by The
Delta Air Lines Foundation, a tax-exempt charitable foundation funded by Delta.
On July 28, 1994, the Board discontinued this program for all future directors
who were not members of the Board on that date.


          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Personnel & Compensation Committee are Mr. Budd, who serves
as Chairman, and Messrs. Fisher, Goode and Grinstein.

Mr. Grinstein was an executive officer of Western Air Lines, Inc. from 1985
through March 1987. Western became a wholly owned subsidiary of Delta on
December 18, 1986, and was merged into Delta on April 1, 1987.
                             ---------------------


                                       10
<PAGE>

                       BENEFICIAL OWNERSHIP OF SECURITIES

               BENEFICIAL OWNERS OF MORE THAN 5% OF VOTING STOCK

The following table sets forth the holdings of the only persons known to Delta
to beneficially own more than five percent of any class of Delta's outstanding
voting securities.

<TABLE>
<CAPTION>
                                                AMOUNT AND NATURE    PERCENT OF
  NAME AND ADDRESS                                OF BENEFICIAL       CLASS ON
  OF BENEFICIAL OWNER         TITLE OF CLASS        OWNERSHIP     FEBRUARY 28, 2001
- -----------------------------------------------------------------------------------
  <S>                      <C>                  <C>               <C>
  PRIMECAP MANAGEMENT
   COMPANY                 common stock            17,965,300(1)         14.6%
  225 South Lake Ave.,
   Suite 400
  Pasadena, CA 91101-3005
- -----------------------------------------------------------------------------------
  CAPITAL RESEARCH AND
   MANAGEMENT COMPANY      common stock             6,348,700(2)          5.3%
  333 South Hope Street,
   55th Floor
  Los Angeles, CA 90071
- -----------------------------------------------------------------------------------
  AXA FINANCIAL, INC.      common stock             6,326,415(3)          5.1%
  1290 Avenue of the
   Americas
  New York, NY 10104
- -----------------------------------------------------------------------------------
  FIDELITY MANAGEMENT
   TRUST COMPANY           ESOP Preferred Stock     6,376,088(4)        100.0%
  82 Devonshire Street     common stock             8,329,934(4)          6.8%
  Boston, MA 02109
</TABLE>
- ------------
(1)  Based on Amendment No. 9 to Schedule 13G dated May 31, 2000, in which
     PRIMECAP Management Company ("PRIMECAP") reported that it had sole voting
     power over 3,379,500 of such shares, shared voting power over none of such
     shares, and sole dispositive power over all 17,965,300 of such shares.
     PRIMECAP has informed Delta that, at December 31, 2000, 11,190,800 of such
     shares were held by the Vanguard Primecap Fund, which is managed by
     PRIMECAP. In Amendment No. 1 to its Schedule 13G dated February 9, 2001,
     the Vanguard Primecap Fund, Post Office Box 2600, Valley Forge, PA 19482-
     2600, reported that it had sole voting power, and shared dispositive
     power, over all 11,190,800 of such shares.

(2)  Based on a Schedule 13G dated February 9, 2001, in which Capital Research
     and Management Company reported that it had neither sole nor shared voting
     power over any of such shares, and sole dispositive power over all
     6,348,700 of such shares.

(3)  Based on Amendment No. 2 to Schedule 13G dated February 12, 2001, in which
     AXA Financial, Inc. reported that it and certain of its affiliates had
     sole voting power over 1,675,613 of such shares, shared voting power over
     3,129,645 of such shares, sole dispositive power over 6,252,170 of such
     shares, and shared dispositive power over 74,245 of such shares.

(4)  These shares are held by Fidelity Management Trust Company as trustee of
     the Delta Family-Care Savings Plan. The ESOP Preferred Stock may not be
     sold or distributed outside the Savings Plan except for resale to Delta.

                                       11
<PAGE>

            DIRECTORS, NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS

The following table sets forth the number of shares of Delta common stock and,
if applicable, ESOP Preferred Stock beneficially owned as of February 28, 2001,
by each director and director-nominee, each executive officer (other than Mr.
Mullin) listed in the Summary Compensation Table in this proxy statement, and
all directors and executive officers of Delta as a group. Unless otherwise
indicated by footnote, the owner exercises sole voting and investment power
over the shares.

<TABLE>
<CAPTION>
                                                                                    SHARES
                                                                                 BENEFICIALLY
                  NAME OF BENEFICIAL OWNER                  TITLE OF SECURITIES    OWNED(1)
- ----------------------------------------------------------------------------------------------------
  <S>                                                       <C>                  <C>
  DIRECTORS AND NOMINEES FOR DIRECTOR
  Edwin L. Artzt                                            common stock              4,039(2)
  James L. Broadhead                                        common stock              4,656(2)(3)
  Edward H. Budd                                            common stock             18,636(2)(3)
  R. Eugene Cartledge                                       common stock              5,213(2)
  Mary Johnston Evans                                       common stock              5,122(2)(3)
  George M.C. Fisher                                        common stock              5,830(4)(5)
  David R. Goode                                            common stock              1,772(4)(5)
  Gerald Grinstein                                          common stock              6,032(2)(3)(6)
  Leo F. Mullin                                             common stock            914,368(7)
  John F. Smith, Jr.                                        common stock              2,124(5)
  Andrew J. Young                                           common stock              4,140(2)
- ----------------------------------------------------------------------------------------------------
  EXECUTIVE OFFICERS
  Frederick W. Reid                                         common stock            144,543(7)(8)
                                                            ESOP Preferred Stock         36

  M. Michele Burns                                          common stock             77,992(7)(8)
                                                            ESOP Preferred Stock         20

  Vicki B. Escarra                                          common stock            101,996(7)
                                                            ESOP Preferred Stock        177

  Robert L. Colman                                          common stock            251,783(7)(8)
- ----------------------------------------------------------------------------------------------------
  DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (16 PERSONS)  common stock          1,644,525(7)(8)
                                                            ESOP Preferred Stock        290
</TABLE>
- ------------
(1)  The directors and executive officers as a group beneficially owned 1.3% of
     the outstanding shares of common stock. No person listed in the table
     beneficially owned 1% or more of the outstanding shares of common stock or
     ESOP Preferred Stock.

(2)  Includes 1,500 shares of common stock which the director has the right to
     acquire upon the exercise of stock options that were exercisable as of
     February 28, 2001, or that will become exercisable within 60 days after
     that date.

(3)  Includes 616 shares, 5,177 shares, 1,097 shares and 243 shares of common
     stock attributable to Mr. Broadhead, Mr. Budd, Mrs. Evans and Mr.
     Grinstein, respectively, due to their selection of the Delta Common Stock
     Fund investment return choice for deferred cash compensation earned as a
     director. See page 10 of this proxy statement for additional information
     regarding this program.

(4)  Includes 500 shares of common stock which the director has the right to
     acquire upon the exercise of stock options that were exercisable as of
     February 28, 2001, or that will become exercisable within 60 days after
     that date.

                                       12
<PAGE>

(5)  Excludes 266 shares, 215 shares and 151 shares of common stock
     attributable to Messrs. Fisher, Goode and Smith, respectively, due to the
     annual deferred payment of $6,300 under the deferred compensation
     arrangement for directors who first join the Board of Directors after
     October 24, 1996. The deferred amount earns an investment return
     equivalent to the investment return on the Delta Common Stock Fund, and
     will be paid to the directors after they complete their Board service. See
     page 10 of this proxy statement for additional information regarding this
     program.

(6)  Excludes a total of 23,000 deferred shares of common stock which the Board
     of Directors granted to Mr. Grinstein in prior years in recognition of his
     special service to the Board and Delta as a director, and 99 additional
     deferred shares earned through the reinvestment of dividend equivalents on
     these shares. Mr. Grinstein may not vote or dispose of these shares until
     they are issued to him after he completes his Board service.

(7)  Includes the following number of shares of common stock which the
     following persons or group have the right to acquire upon the exercise of
     stock options that were exercisable as of February 28, 2001, or that will
     become exercisable within 60 days after that date: Mr. Mullin--896,600;
     Mr. Reid--139,900; Ms. Burns--54,926; Ms. Escarra--92,975; Mr. Colman--
     221,125; and directors and executive officers as a group--1,512,751.

(8)  Includes the following number of shares of unvested restricted stock over
     which the following persons or group had voting, but not investment, power
     as of February 28, 2001: Mr. Reid--2,012; Ms. Burns--22,286; Mr. Colman--
     13,408; and directors and executive officers as a group--37,706.
                             ---------------------

                                       13
<PAGE>

                             AUDIT COMMITTEE REPORT

The Audit Committee of Delta's Board of Directors consists entirely of non-
employee directors who are independent, as defined in the New York Stock
Exchange Listing Standards. The Board of Directors has adopted a Charter for
the Audit Committee. A copy of the Charter is attached to this Proxy Statement
as Appendix A.

The Audit Committee assists the Board of Directors in its oversight of Delta's
financial statements. Management is responsible for the financial statements
and the financial reporting process. The independent auditors are responsible
for expressing an opinion on the conformity of Delta's audited financial
statements to accounting principles generally accepted in the United States.

In this context, the Audit Committee has reviewed and discussed the audited
financial statements with management and the independent auditors. The Audit
Committee has discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees). In addition, the Audit Committee has received from the
independent auditors the written disclosures required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and
discussed with the independent auditors their independence from Delta and its
management. The Audit Committee has also considered whether the independent
auditors' provision of non-audit services to Delta is compatible with the
auditors' independence.

In reliance on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in Delta's Report on Form 10-K for the transition period
from July 1, 2000 to December 31, 2000, for filing with the Securities and
Exchange Commission.

Respectfully submitted,

THE AUDIT COMMITTEE

James L. Broadhead, Chairman
Mary Johnston Evans
George M.C. Fisher
Andrew J. Young
                             ---------------------

                                       14
<PAGE>

                       PERSONNEL & COMPENSATION COMMITTEE
                        REPORT ON EXECUTIVE COMPENSATION

The Personnel & Compensation Committee of the Board of Directors consists
entirely of non-employee directors who are independent, as defined in Delta's
Corporate Governance Principles. The Committee is pleased to present this
report on Delta's executive compensation program. This report describes the
executive compensation policies under which the Committee makes decisions about
executive pay and discusses each principal component of the current program. It
also explains the basis on which the Committee made compensation determinations
for the Chief Executive Officer and other executive officers of Delta,
including those named in the Summary Compensation Table shown elsewhere in this
proxy statement, for the six-month transition period that began July 1, 2000
and ended December 31, 2000.

COMPENSATION STRATEGY AND OVERALL OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAM
The Committee's foremost objective is to have an executive compensation program
that attracts, retains and motivates talented executives to work for the long-
term advantage of Delta's primary stakeholder groups-shareowners, customers and
employees. The Committee believes that an executive compensation program
designed and administered with clear and strong linkages to Delta's business
strategy and long-term goals, particularly the creation of shareowner value,
will accomplish this objective.

Consistent with this philosophy, the Committee has structured the executive
compensation program to achieve the following:

  . Enable Delta to attract and retain a group of highly qualified and
    experienced executives by providing a competitive total compensation
    package;

  . Focus Delta's executives on achieving aggressive financial and operating
    goals tied to the company's near- and long-term business objectives;

  . Emphasize at risk pay by having a substantial portion of total pay
    consist of incentive pay components that tie executives' rewards to
    performance results achieved; and

  . Closely link the long-term interests of Delta's executives to those of
    its shareowners by having stock-based compensation comprise a major
    portion of total pay opportunities. To further support this goal, the
    Committee has established specific stock ownership levels for Delta
    executives.

These principles apply to compensation determinations for all executive
officers. In making decisions about actual compensation levels, the Committee
considers all elements of the executive compensation program in total, and not
any one element in isolation. The Committee works with independent compensation
consultants to assist it in evaluating and, as appropriate, revising the
executive compensation program to better support Delta's business strategy and
long-term goals.

The Committee believes it is important to consider pay levels and practices of
the companies with which Delta competes for executives to ensure that salary
levels and incentive opportunities are competitive and support the objectives
listed above. Accordingly, the Committee regularly compares Delta's total pay
opportunities and executive compensation components to the programs in place at
other major U.S. airlines and at a cross-section of well-regarded companies in
general industry. These comparisons reflect the fact that Delta's competitors
for executive talent extend beyond Delta's direct business competitors. For
this reason, the relevant market for pay comparisons is broader than the
airline peer companies which comprise the industry indices in the Stock
Performance Graph shown elsewhere in this proxy statement.

PRINCIPAL COMPONENTS OF EXECUTIVE COMPENSATION
The primary components of Delta's executive compensation package are base
salary,

                                       15
<PAGE>

incentive compensation and stock-based awards.

Base Salary

   The Committee approves salaries for executives above the level of Senior
Vice President, and recommends the Chief Executive Officer's salary to the
Board for its approval. The Committee's objective is to set base salaries for
Delta's executive officers at levels that are comparable to similar executive
positions at other major U.S. airlines and the broader comparator group
described above. Specifically, salaries for executives are now targeted at the
median (50th percentile) of the comparative marketplace.

   Actual salary levels are based on a combination of factors that includes the
executive's performance, responsibilities and experience, as well as the
salaries of comparably-placed executives in the competitive market. The
Committee exercises its discretion in making salary recommendations and
decisions, and does not apply a specific formula or weighting to the factors
listed above. In this connection, the Committee relies to a large extent on the
Chief Executive Officer's evaluations of individual executive officer
performance, after reviewing such individual performance with him. Salary
increases for executives do not follow a preset schedule.

   During the transition period, the Committee increased salary rates for
executive officers in light of the factors mentioned above. As a result of
these increases, the Committee believes the salary rates for Delta's executive
officers generally are in line with salaries for comparable positions at the
major U.S. airlines and the broader comparator group discussed above.

Incentive Compensation

   The purpose of the incentive compensation program is to provide additional
cash compensation for achieving annual levels of financial and operating
performance that support Delta's near- and long-term strategic objectives. The
program emphasizes the link between pay and performance for Delta's executives
by providing rewards that can only be earned by meeting pre-established
performance goals. Delta's target for cash compensation (salary plus incentive
compensation) is at the 55th percentile, which is slightly above the median of
the market.

   Early in the transition period, the Committee approved a compensation
formula for Executive Vice Presidents and above to determine the annual
incentive awards for those officers whose compensation may be subject to the
deductibility limitations of Section 162(m) of the Internal Revenue Code.
Awards for these officers, and for other participants in the program, are based
on Delta's achieving specific financial goals (net income and return on
investment), as well as effectiveness and efficiency goals (safety,
reliability, customer satisfaction, passenger revenue per available seat mile
and non-fuel cost per available seat mile). The financial, effectiveness and
efficiency goals were established in light of Delta's fiscal 2000 performance,
its transition period business plan and the performance of Delta's peer
airlines. The awards also are based on key initiative goals related to Delta's
strategic objectives (for example, the implementation of strategies related to
customer service, airport master plans, technology and human resources,
including diversity and labor relations). The Chief Executive Officer is
measured on overall corporate financial and operational results. All other
participants are rewarded based on an incentive pool that is generated based on
overall corporate results, but that is allocated among participants based on
individual performance.

   For the transition period, awards to executive officers were based on
Delta's actual performance as compared to goals for all applicable performance
categories. Targeted goals were exceeded in the aggregate and payouts were
determined accordingly. Variations in individual performance were reflected in
the final awards.

Stock-Based Awards

   The potential value of long-term incentive opportunities comprises the
largest portion (60% or more) of the targeted total compensation package for
executive officers. The Committee believes this approach to total compensation
opportunities provides the

                                       16
<PAGE>

appropriate focus for those executives who are charged with the greatest
responsibility for managing Delta and achieving success for all of Delta's
stakeholders. To reflect this emphasis on equity-based compensation, long-term
incentive awards for Delta's executives are now targeted at the 60th
percentile of the market. Specific award guidelines vary by level of
responsibility. Stock-based compensation awards are made under a plan that
provides that employees selected by the Committee can receive awards of stock
options, restricted stock and other stock-based awards; award types can vary
from year to year at the Committee's discretion.

   In July 2000, the Committee granted non-qualified stock options and target
awards of performance-based restricted stock to officers, and granted non-
qualified stock options to selected other employees. The long-term incentive
award opportunity for officers is delivered 70% in stock options and 30% in
performance-based restricted stock. Awards for non-officer participants are
delivered solely in the form of stock options.

   Stock options granted in July 2000 gave executive officers and other
participants the right to purchase shares of Delta common stock at its closing
price on the New York Stock Exchange on the date of grant, and have a term of
ten years. To enhance the retention element of these awards, the options
become exercisable in 25% increments on each of the first four anniversaries
of the grant date. No stock options granted under the plan have been repriced,
nor does the Committee intend to consider option repricing in the future.

   The portion of the long-term award allocated to stock options is converted
to a number of stock options by using the Black-Scholes option pricing model.
The Committee may apply its judgment to adjust the formula award based on
individual performance, contribution to Delta's success and equity relative to
other plan participants. The Committee may also consider other factors from
time to time in making stock option awards.

   The performance-based restricted stock program provides rewards based on
Delta's financial and operational performance relative to peer domestic
airlines over three-year performance cycles. As with stock options, formula
awards may be adjusted based on the factors listed above. At the end of each
three-year performance cycle, participants may earn nothing, or a number of
shares ranging from 40% to a maximum of 200% of the target award. Performance
goals measured include Delta's ranking relative to its peer domestic airlines
with respect to total shareowner return and three key U.S. Department of
Transportation measures related to operations and customer satisfaction.

STOCK OWNERSHIP GUIDELINES
In keeping with the principles outlined earlier in this report, the Committee
advocates stock ownership by Delta's executives. The Committee believes that
the interests of executives and Delta's shareowner will be more closely
aligned if executives own meaningful amounts of Delta stock. Accordingly, in
September 1998, the Committee amended the company's stock ownership guidelines
to increase the amount of Delta stock executive officers should own. Under the
amended policy, executive officers are expected, over time, to acquire Delta
stock worth three to five times base salary, based on their level of
responsibility. Unexercised options, unvested restricted stock and unearned
performance-based restricted shares do not count for purposes of measuring
compliance with the ownership guidelines.

POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
Section 162(m) of the Internal Revenue Code generally limits to $1 million the
annual corporate federal income tax deduction for certain "non-performance
based" compensation paid to the chief executive officer or any of the four
other highest paid officers of a publicly-held corporation. The Committee has
carefully considered Delta's executive compensation program in light of the
applicable rules, and believes that compliance with those rules generally is
in Delta's best interests. Accordingly, the material terms of both the
incentive compensation and stock-based award programs have been approved by
Delta's

                                      17
<PAGE>

shareowners. The Committee reserves the right, however, to make exceptions to
this practice when it determines that doing so will better support Delta's
compensation policies or its business strategy and long-term goals.

TRANSITION PERIOD COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Mullin's compensation is determined following a process similar to that
used for other executive officers. The terms of Mr. Mullin's employment
agreement are described elsewhere in this proxy statement.

During the transition period, the Committee recommended and the Board approved
increasing Mr. Mullin's base salary to $795,000. This decision was made after
reviewing his performance and competitive market data on the salaries of chief
executive officers of other major U.S. airlines as well as those of companies
in the peer group described earlier.

In addition to his base salary, Mr. Mullin received an incentive compensation
award of $450,000 for performance during the transition period. Mr. Mullin's
award reflects the Committee's belief that his leadership contributes
significantly to Delta's overall success and to the performance reflected in
Delta's financial and operating results for the transition period. In making
this determination, the Committee noted Delta's solid overall performance
during the transition period despite high fuel prices and the impact of severe
winter weather and a pilot job action on scheduled operations. No particular
weighting was assigned to any of these factors.

In July 2000, the Committee awarded Mr. Mullin non-qualified stock options
covering 225,000 shares of Delta stock and a target award of 25,000 shares of
performance-based restricted stock under the same programs applicable to other
executive officers. In determining the size of Mr. Mullin's awards, the
Committee considered the pay practices of other major U.S. airlines and the
general industry companies described earlier in this report, as well as Mr.
Mullin's performance and his contributions to Delta's overall results. The
Committee's emphasis on performance in setting Mr. Mullin's incentive
compensation and stock-based awards resulted in over 85% of his regular pay
opportunity for the transition period being based on performance.

Respectfully submitted,

THE PERSONNEL & COMPENSATION COMMITTEE

Edward H. Budd, Chairman
George M.C. Fisher
David R. Goode
Gerald Grinstein
                             ---------------------

                                       18
<PAGE>

                             EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation paid
to Delta's Chief Executive Officer and its four other most highly compensated
executive officers at December 31, 2000.

<TABLE>
<CAPTION>
                                                                           LONG TERM COMPENSATION
                                                                       -------------------------------
                                                ANNUAL COMPENSATION            AWARDS          PAYOUTS
                                             ------------------------- ----------------------- -------
                                                                OTHER
                                                               ANNUAL  RESTRICTED  SECURITIES          ALL OTHER
                                                               COMPEN-   STOCK     UNDERLYING   LTIP    COMPEN-
  NAME AND                                   SALARY    BONUS   SATION   AWARD(S)  OPTIONS/SARS PAYOUTS  SATION
  PRINCIPAL POSITION              YEAR (1)     ($)     ($)(2)   ($)(3)   ($)(4)      (#)(5)    ($)(6)   ($)(7)
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
  <S>                            <C>         <C>     <C>       <C>     <C>        <C>          <C>     <C>
  LEO F. MULLIN                   Transition 393,750   450,000   7,418         0     225,000       0      8,348
  Chairman of the Board          fiscal 2000 745,833 1,400,000  66,629         0     650,000       0      8,592
   and Chief Executive           fiscal 1999 695,833 1,000,000  46,237         0     118,200       0    154,448
   Officer                       fiscal 1998 571,250 1,000,000 204,361   526,500   1,000,000       0    301,488
- ----------------------------------------------------------------------------------------------------------------
  FREDERICK W. REID               Transition 280,417   217,500   5,317         0      47,400       0      9,384
  Executive Vice President       fiscal 2000 536,667   570,000 117,848         0      34,600       0     70,629
   and Chief Marketing           fiscal 1999 500,000   425,000 132,158         0     125,000       0    207,275
   Officer                       fiscal 1998       0         0       0   376,500     250,000       0          0
- ----------------------------------------------------------------------------------------------------------------
  M. MICHELE BURNS                Transition 249,375   196,400   4,485         0      27,200       0      7,524
  Executive Vice President
   and Chief Financial
   Officer(8)
- ----------------------------------------------------------------------------------------------------------------
  VICKI B. ESCARRA                Transition 222,917   175,200   4,057         0      41,300       0      7,965
  Executive Vice President--     fiscal 2000 394,583   420,000   4,039         0      30,100       0      7,746
   Customer Service(9)           fiscal 1999 335,000   285,000   2,664         0     233,000       0      6,199
- ----------------------------------------------------------------------------------------------------------------
  ROBERT L. COLMAN                Transition 215,000   169,400   4,121         0      40,700       0      4,638
  Executive Vice President--     fiscal 2000 415,000   430,000   4,248         0      30,100       0      4,781
   Human Resources(10)           fiscal 1999 298,718   970,759  68,061 1,935,000     300,000       0    158,947
</TABLE>

- ------------
(1)  Effective December 31, 2000, Delta changed its year end from June 30 to
     December 31. "Transition" refers to the six-month transition period that
     began July 1, 2000 and ended December 31, 2000. Fiscal 2000, 1999 and 1998
     refer to the fiscal years ended June 30, 2000, 1999 and 1998,
     respectively.

(2)  Represents the incentive compensation award, if any, for services rendered
     during the specified period. Mr. Colman's fiscal 1999 amount includes a
     signing bonus of $718,885. Amounts earned during the six-month transition
     period ended December 31, 2000, were paid in January 2001.

(3)  Amounts for the six-month transition period ended December 31, 2000,
     represent reimbursements for taxes related to Delta's payment of life
     insurance premiums. During the six-month transition period, none of the
     persons listed in the Summary Compensation Table received compensation in
     the form of personal benefits in excess of the lesser of $25,000 or 10% of
     the total of his or her salary and bonus for the transition period.

(4)  The Personnel & Compensation Committee granted the following persons the
     following number of shares of restricted stock on the dates indicated, in
     connection with their joining Delta: Mr. Mullin--12,000 shares on August
     14, 1997; Mr. Reid--6,000 shares on June 9, 1998; and Mr. Colman--40,000
     shares on October 2, 1998. The value of these awards shown in the table is
     based on the closing price of the common stock on the New York Stock
     Exchange on the applicable grant date.


                                       19
<PAGE>

     Mr. Mullin's award vested in three equal installments on July 1, 1998, 1999
     and 2000. Subject to earlier vesting or forfeiture in certain
     circumstances, (1) Mr. Reid's award vested or vests in three equal
     installments on June 9, 1999, 2000 and 2001; and (2) Mr. Colman's award
     vested or vests in three equal installments on October 2, 1999, 2000 and
     2001. Cash dividends on the restricted stock are reinvested in additional
     shares of common stock which are subject to the same restrictions as the
     original award.

     At December 31, 2000, the number and value of the aggregate restricted
     stock holdings of the persons named in the Summary Compensation Table was:
     Mr. Reid--2,012 shares valued at $100,978; Ms. Burns--23,163 shares valued
     at $1,162,505; and Mr. Colman--13,408 shares valued at $672,921. The value
     of these awards is based on the $50.188 closing price of the common stock
     on the New York Stock Exchange on December 29, 2000, the last business day
     of 2000.

(5)  Represents the number of shares of common stock subject to stock options.

(6)  See page 22 of this proxy statement for information regarding long-term
     incentive awards granted during the six-month transition period ended
     December 31, 2000.

(7)  During the six-month transition period ended December 31, 2000, Delta paid
     supplemental group life insurance premiums and made contributions under
     the Savings Plan as follows: Mr. Mullin-- $8,348 and $0, respectively; Mr.
     Reid--$5,984 and $3,400, respectively; Ms. Burns--$5,047 and $2,477,
     respectively; Ms. Escarra--$4,565 and $3,400, respectively; and Mr.
     Colman--$4,638 and $0, respectively.

(8)  Ms. Burns became an executive officer of Delta during the six-month
     transition period ended December 31, 2000. Accordingly, information
     regarding her compensation for prior periods is not included.

(9)  Ms. Escarra became an executive officer of Delta in fiscal 1999.
     Accordingly, information regarding her compensation for fiscal 1998 is not
     included.

(10) Mr. Colman joined Delta as an executive officer in fiscal 1999.
     Accordingly, he received no compensation from Delta during fiscal 1998.

                       OPTION GRANTS IN TRANSITION PERIOD

The following table sets forth certain information regarding non-qualified
stock options granted during the six-month transition period ended December 31,
2000 to the persons named in the Summary Compensation Table. None of these
grants included stock appreciation rights.

<TABLE>
<CAPTION>
                                                                                  GRANT DATE
                                               INDIVIDUAL GRANTS                     VALUE
- ---------------------------------------------------------------------------------------------
                               NUMBER OF     % OF TOTAL
                               SECURITIES  OPTIONS GRANTED
                               UNDERLYING  TO EMPLOYEES IN EXERCISE OR            GRANT DATE
                       GRANT    OPTIONS      TRANSITION    BASE PRICE  EXPIRATION   PRESENT
  NAME                 DATE    GRANTED (#)     PERIOD       ($/SH)(1)     DATE    VALUE($)(2)
- ---------------------------------------------------------------------------------------------
  <S>                <C>       <C>         <C>             <C>         <C>        <C>
  LEO F. MULLIN      7/27/2000  225,000         6.88         52.7500   7/26/2010   5,315,625
- ---------------------------------------------------------------------------------------------
  FREDERICK W. REID  7/27/2000   47,400         1.45         52.7500   7/26/2010   1,119,825
- ---------------------------------------------------------------------------------------------
  M. MICHELE BURNS   7/27/2000   27,200         0.83         52.7500   7/26/2010     642,600
- ---------------------------------------------------------------------------------------------
  VICKI B. ESCARRA   7/27/2000   41,300         1.26         52.7500   7/26/2010     975,713
- ---------------------------------------------------------------------------------------------
  ROBERT L. COLMAN   7/27/2000   40,700         1.24         52.7500   7/26/2010     961,538
</TABLE>

- ------------
(1)  The exercise price is the closing price of the common stock on the New
     York Stock Exchange on the grant date. Subject to certain exceptions, the
     stock options become exercisable with respect to 25% of the covered shares
     on each of the first four anniversaries of the grant date. In the

                                       20
<PAGE>

     event of a Change in Control, as defined, the stock options become
     immediately vested, exercisable and nonforfeitable for their remaining
     terms.

(2)  The hypothetical grant date present value was determined using the Black-
     Scholes option pricing model and, consistent with Statement of Financial
     Accounting Standards No. 123, "Accounting for Stock-Based Compensation,"
     includes the following material assumptions and adjustments:

<TABLE>
<CAPTION>
     DATE OPTIONS GRANTED
        7/27/00 BECOME        EXPECTED      INTEREST    VOLATILITY    DIVIDEND
         EXERCISABLE         OPTION TERM   RATE(%)(A)   RATE(%)(B)   YIELD(%)(C)
   -----------------------------------------------------------------------------
     <S>                     <C>           <C>          <C>          <C>
          7/27/2001            6 years        6.20        27.221        0.19
          7/27/2002            7 years        6.22        26.719        0.19
          7/27/2003            8 years        6.16        26.942        0.19
          7/27/2004            9 years        6.11        26.770        0.19
</TABLE>


    (a)  The interest rate represents the interest rate on a U.S.
         Treasury security on the grant date with a maturity date
         corresponding to the expected option term.

    (b)  The volatility rate is calculated using monthly common stock
         closing price and dividend information for the period equal
         to the expected option term that ended on the grant date.

    (c)  The dividend yield represents the common stock's current
         $0.10 per share annualized dividend divided by the fair
         market value of the common stock on the grant date.

                AGGREGATED OPTION EXERCISES IN TRANSITION PERIOD
                            AND FY-END OPTION VALUES

The following table sets forth certain information regarding the number and
value of unexercised in-the-money stock options held at December 31, 2000 by
the persons named in the Summary Compensation Table. None of the persons named
in the Summary Compensation Table exercised any stock options during the six-
month transition period ended December 31, 2000, nor do any of those persons
hold any stock appreciation rights.

<TABLE>
<CAPTION>
                                               NUMBER OF SECURITIES      VALUE OF UNEXERCISED
                                              UNDERLYING UNEXERCISED         IN-THE-MONEY
                       SHARES                  OPTIONS AT FY-END(#)     OPTIONS AT FY-END($)(1)
                     ACQUIRED ON    VALUE    ------------------------- -------------------------
  NAME               EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------
  <S>                <C>         <C>         <C>         <C>           <C>         <C>
  LEO F. MULLIN            0           0       896,600     1,096,600    4,825,360    1,331,590
- ------------------------------------------------------------------------------------------------
  FREDERICK W. REID        0           0       139,900       317,100            0            0
- ------------------------------------------------------------------------------------------------
  M. MICHELE BURNS         0           0        38,259       108,641      147,936       73,964
- ------------------------------------------------------------------------------------------------
  VICKI B. ESCARRA         0           0        92,975       228,425            0            0
- ------------------------------------------------------------------------------------------------
  ROBERT L. COLMAN         0           0       221,125       149,675      387,257      156,643
</TABLE>

- ------------
(1) Value of unexercised in-the-money stock options at December 31, 2000, is
    based on the $50.188 closing price of the common stock on the New York
    Stock Exchange on December 29, 2000.

                                       21
<PAGE>

             LONG-TERM INCENTIVE PLANS--AWARDS IN TRANSITION PERIOD

The following table sets forth certain information regarding target awards of
performance-based restricted stock granted during the six-month transition
period ended December 31, 2000 to the persons named in the Summary Compensation
Table.

<TABLE>
<CAPTION>
                                                             ESTIMATED FUTURE PAYOUTS UNDER
                                                               NON-STOCK PRICE-BASED PLANS
                                                            ---------------------------------
                     NUMBER OF SHARES, PERFORMANCE OR OTHER
                      UNITS OR OTHER       PERIOD UNTIL
  NAME                   RIGHTS(#)     MATURATION OR PAYOUT THRESHOLD(#) TARGET(#) MAXIMUM(#)
- ---------------------------------------------------------------------------------------------
  <S>                <C>               <C>                  <C>          <C>       <C>
  LEO F. MULLIN           25,000             3 years           10,000     25,000     50,000
- ---------------------------------------------------------------------------------------------
  FREDERICK W. REID       12,600             3 years            5,040     12,600     25,200
- ---------------------------------------------------------------------------------------------
  M. MICHELE BURNS         7,300             3 years            2,920      7,300     14,600
- ---------------------------------------------------------------------------------------------
  VICKI B. ESCARRA        11,000             3 years            4,400     11,000     22,000
- ---------------------------------------------------------------------------------------------
  ROBERT L. COLMAN        11,000             3 years            4,400     11,000     22,000
</TABLE>


The performance-based restricted stock program provides rewards based on
Delta's financial and operational performance relative to peer domestic
airlines over three-year performance cycles. At the end of each three-year
performance cycle, participants may earn nothing, or a number of shares ranging
from 40% to a maximum of 200% of the target award. Performance goals measured
are Delta's ranking relative to nine of its peer domestic airlines with respect
to total shareowner return (share price appreciation plus reinvested dividends)
and three key U.S. Department of Transportation measures related to operations
and customer satisfaction (on-time arrival performance, mishandled baggage rate
and consumer complaint record). Payouts may be made either 100% in common
stock, or 60% in common stock and 40% in cash (to cover taxes).

In the event of a Change in Control, as defined, each outstanding target award
of performance-based restricted stock will be paid in an amount equal to the
greater of (1) the actual award payable to the participant for the applicable
performance period, calculated as if the performance period had ended on the
date of the Change in Control, and (2) the target award payable to the
participant for that performance period, in each case prorated to reflect the
portion of the performance period elapsed through the date of the Change in
Control.


                                       22
<PAGE>

                     RETIREMENT PLANS AND OTHER AGREEMENTS

PENSION PLAN TABLE

The following table shows the estimated annual pension payable to a non-pilot
employee (before reduction for Social Security benefits and not accounting for
the limitations discussed below), including the persons named in the Summary
Compensation Table, under the Delta Family-Care Retirement Plan ("Pension
Plan"), a non-contributory qualified defined benefit plan. The table assumes
that retirement occurs at December 31, 2000 at the normal retirement age of 65
after selected years of service. The benefits in the table would be paid in the
form of a joint and 50% survivor annuity.

<TABLE>
<CAPTION>
FINAL AVERAGE  10 YEARS OF 15 YEARS OF 20 YEARS OF 25 YEARS OF    30 OR MORE
  EARNINGS       SERVICE     SERVICE     SERVICE     SERVICE   YEARS OF SERVICE
- -------------------------------------------------------------------------------
<S>            <C>         <C>         <C>         <C>         <C>
 $  400,000     $ 80,000    $120,000    $160,000   $  200,000     $  240,000
- -------------------------------------------------------------------------------
    800,000      160,000     240,000     320,000      400,000        480,000
- -------------------------------------------------------------------------------
  1,200,000      240,000     360,000     480,000      600,000        720,000
- -------------------------------------------------------------------------------
  1,600,000      320,000     480,000     640,000      800,000        960,000
- -------------------------------------------------------------------------------
  2,000,000      400,000     600,000     800,000    1,000,000      1,200,000
- -------------------------------------------------------------------------------
  2,400,000      480,000     720,000     960,000    1,200,000      1,440,000
</TABLE>

Final average earnings, for purposes of the Pension Plan, are the average of an
employee's annual earnings, based on the employee's salary and eligible
incentive compensation awards for the 36 consecutive months in the 120-month
period immediately preceding retirement which produces the highest average
earnings. The annual pension benefit is determined by multiplying final average
earnings by 60%, and then reducing that amount for service of less than 30
years and by 50% of the primary Social Security benefit payable to the
employee. The 50% Social Security offset is reduced for service of less than 30
years with Delta. For purposes of pension benefits under the Pension Plan and
the supplemental non-qualified retirement plans discussed below, the completed
years of service at February 28, 2001, for the persons named in the Summary
Compensation Table are as follows: Mr. Mullin--25 years, 6 months*; Mr. Reid--3
years, 3 months**; Ms. Burns--9 years, 7 months***; Ms. Escarra--27 years,
5 months; and Mr. Colman--20 years, 4 months.*

Employees designated by the Personnel & Compensation Committee, including the
persons named in the Summary Compensation Table, are eligible to participate in
supplemental, non-qualified retirement plans which provide benefits which may
not be paid under the Pension Plan due to limits on qualified plans established
by the Internal Revenue Code of 1986, as amended.

The Delta Family-Care Disability and Survivorship Plan ("Survivorship Plan")
for
- ------------
*   Pursuant to their employment agreements, described on pages 24-25 of this
    proxy statement, Messrs. Mullin and Colman received an additional 22 years
    and 18 years, respectively, of service credit when they completed three
    years and two years, respectively, of actual service with Delta. Mr.
    Colman's benefit under Delta's non-qualified defined benefit plan will be
    reduced by the amount of any retirement benefits he receives under the
    defined benefit plans of his former employer.

**  Effective July 1, 2000, Mr. Reid is receiving an additional month of
    service credit for each month of actual service. Mr. Reid will also receive
    an additional 11 years of service credit when he completes three years of
    actual service with Delta on June 9, 2001.

*** During the first five years of her Delta employment, Ms. Burns is
    receiving an additional 3.6 months of service credit for each month of
    actual service. This additional service credit will immediately vest if
    there is a Change in Control of Delta.

                                       23
<PAGE>

eligible non-pilot personnel provides monthly short-term disability and
survivorship benefits based on a participant's final average earnings and years
of service, and monthly long-term disability benefits based on a participant's
final average earnings. The Survivorship Plan also provides a lump sum death
benefit of up to $50,000. In general, final average earnings, for purposes of
the Survivorship Plan, are (1) for purposes of determining benefits during the
first six months of disability, the employee's monthly earnings, based on the
employee's salary at the time of disability; and (2) for other purposes, the
average of the employee's monthly earnings, based on the employee's salary and
eligible incentive compensation awards over specified periods. In the event the
employee dies while employed by Delta, the employee's eligible family members
are entitled to receive an amount equal to 50%, 60% or 70% of final average
earnings (depending on whether the employee has one, two, or three or more
eligible family members, respectively), subject to reduction for service of
less than 30 years with Delta and certain benefits payable under Social
Security, the Pension Plan and other sources. Any benefits which may not be
paid under the Survivorship Plan due to Internal Revenue Code limits are
provided under a supplemental plan for employees designated by the Personnel &
Compensation Committee, including the persons named in the Summary Compensation
Table.

RETENTION PROTECTION AGREEMENTS
Delta has entered into Retention Protection Agreements ("Retention Agreements")
with all of the persons named in the Summary Compensation Table and certain
other management personnel. These agreements provide certain benefits that vary
by participation level to covered individuals if there is a Qualifying Event
(as defined) during the term of the Retention Agreement. A Qualifying Event
occurs if, within a specified period after a Change in Control, as defined, (1)
there is an involuntary termination of the individual's employment by Delta,
other than for Cause (as defined) or due to the individual's death or
disability; or (2) the individual voluntarily terminates his employment for
Good Reason (as defined). A Qualifying Event also occurs if there is a Change
in Control within one year after a termination under either circumstance
described in the preceding sentence as a result of actions taken by Delta in
anticipation of a Change in Control.

The benefits provided upon a Qualifying Event for executive officers include a
lump sum payment of either two or three times the sum of the individual's
annual base salary rate and target incentive compensation award; the present
value of the individual's non-qualified pension benefits (with certain
additional age and service credits); certain retiree medical and monthly
survivor coverage (or the present value equivalent, depending on the
individual's age) and life insurance coverage; certain flight benefits; and
payment of any compensation deferred under Delta's Executive Deferred
Compensation Plan. In addition, upon a Change in Control, pro rata target
incentive compensation awards will be paid, and all outstanding stock options,
restricted stock and similar awards will immediately vest and become
nonforfeitable and exercisable. The Retention Agreements also provide for
reimbursement to the individual for taxes on certain welfare benefits as well
as any excise taxes paid under Section 4999 of the Internal Revenue Code and
related taxes thereon.

EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

Mr. Mullin

   Mr. Mullin's employment agreement with Delta provides for Mr. Mullin's
employment through the later of August 13, 2002, or the first anniversary of
the date written notice of intent to terminate is provided by Delta. The
employment agreement also provides for Mr. Mullin to participate in Delta's
employee benefit programs, including insurance, retirement and fringe benefits,
on terms no less favorable than the terms offered to other senior executives of
Delta. Special provisions apply upon Mr. Mullin's retirement prior to age 62 or
death prior to commencement of benefits.

   In the event of the termination of Mr. Mullin's employment during the term
of the employment agreement by Delta without Cause (as defined), or by Mr.
Mullin for Good Reason

                                       24
<PAGE>

(as defined), the employment agreement generally provides that Mr. Mullin will
be entitled to a lump sum payment equal to two times the sum of his final
annual salary and the greater of his most recent target or actual annual
incentive award; to a prorated target incentive award; and to continuation of
medical and other benefits for two years after termination. In addition, upon
termination under these circumstances, Mr. Mullin will be credited with two
additional years of service for purposes of Delta's defined benefit retirement
plans. Mr. Mullin will also be entitled to immediate vesting of the stock
options granted to him on August 14, 1997. For these purposes, Cause and Good
Reason are generally defined in a manner similar to the definitions of these
terms in the Retention Agreements described above. In the event of a Change in
Control of Delta, as defined in the Retention Agreements, the employment
agreement provides that Mr. Mullin will be entitled to all of the benefits
afforded to senior executives under the Retention Agreements. In addition, in
the event of a Change in Control, the definition of Good Reason applicable to
Mr. Mullin will include Mr. Mullin's resignation from Delta during the sixty-
day period commencing on the first anniversary of the Change in Control.

Other Employment Agreements

   Messrs. Reid and Colman have employment agreements with Delta which provide
for them to participate in Delta's employee benefits programs, including
insurance, retirement and fringe benefits, as are provided to Delta's Executive
Vice Presidents. Mr. Reid's employment agreement also states that Delta will
pay, through April 30, 2002, premiums on an existing life insurance policy for
Mr. Reid and the taxes related to these premium payments.

   Mr. Reid's employment agreement also provides that, in the event of the
termination of his employment prior to July 1, 2001 by Delta without Cause (as
defined) or by Mr. Reid for Good Reason (as defined), Mr. Reid would be
entitled to a lump sum payment equal to the balance of his then current base
salary and then current target award under Delta's incentive compensation plan
through July 1, 2001 (subject to a minimum of 12 months of such salary and
award); to immediate vesting of the retirement benefit; and to immediate
vesting of the stock options and restricted stock granted on June 9, 1998. For
these purposes, the definitions of Cause and Good Reason are the same as the
definitions of these terms in the Retention Agreements described above.

   Mr. Colman's employment agreement also provides that, in the event of the
termination of his employment prior to October 2, 2001 by Delta without Cause
(as defined) or by Mr. Colman for Good Reason (as defined), Mr. Colman would be
entitled to a lump sum payment equal to the balance of his then current base
salary and then current target award under Delta's incentive compensation plan
through October 31, 2001 (subject to a minimum of 12 months of such salary and
award); to immediate vesting of the retirement benefit; and to immediate
vesting of the stock options and restricted stock granted on October 2, 1998.

   Mr. Colman's employment agreement also provides that, if Mr. Colman's
employment is terminated prior to June 1, 2005 by Delta without Cause or by Mr.
Colman for Good Reason, or for any reason after May 31, 2005, Mr. Colman will
be treated as a retiree for purposes of Delta's Family-Care benefit plans. In
certain circumstances, Mr. Colman may also receive an additional lump sum
payment. That payment ranges from $185,000, had termination occurred between
October 2, 1998 and September 30, 1999, to $81,000 if termination occurs
between October 1, 2009 and September 30, 2010. Thereafter, no lump sum payment
would be required. For purposes of Mr. Colman's employment agreement, the
definitions of Cause and Good Reason are the same as the definitions of these
terms in the Retention Agreements described above.

                                       25
<PAGE>

                            STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total returns during the specified
period on Delta's common stock, the Standard & Poor's 500 Stock Index, the
Standard & Poor's Airline Index and a peer group consisting of the major U.S.
airlines.




<TABLE>
<CAPTION>
                             [GRAPH APPEARS HERE]

                         CUMULATIVE TOTAL RETURNS(1)

               6/30/95  6/30/96  6/30/97  6/30/98  6/30/99  6/30/00  12/31/00
- -----------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>      <C>      <C>      <C>
DELTA AIR
  LINES, INC.  $100.00  $112.83  $112.61  $176.48  $157.64  $138.60  $137.72
S&P 500        $100.00  $126.00  $169.73  $220.92  $271.19  $290.85  $265.50
S&P AIRLINE(2) $100.00  $121.25  $125.99  $224.22  $205.35  $184.79  $261.80
MAJOR U.S.
  AIRLINES(3)  $100.00  $128.72  $135.61  $217.76  $189.18  $173.22  $218.64
- -----------------------------------------------------------------------------
</TABLE>
- ------------
(1)  Cumulative total return is defined as stock price appreciation plus
     dividends paid, assuming reinvestment of all such dividends.

(2)  The Standard & Poor's Airline Index consists of AMR Corporation, Delta,
     Southwest Airlines and US Airways Group.

(3)  The peer group of the major U.S. airlines is defined as all U.S. airlines
     with operating revenues exceeding $1 billion during the calendar year
     ended December 31, 2000. It consists of Alaska Air Group, America West,
     AMR Corporation, Continental Airlines, Delta, Northwest Airlines,
     Southwest Airlines, Trans World Airlines, UAL Corporation and US Airway
     Group. Delta believes this peer group is more representative of the U.S.
     airline industry than the Standard & Poor's Airline Index.
                             ---------------------

                                       26
<PAGE>

      PROPOSAL 2--RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors, upon recommendation of the Audit Committee, has
reappointed the firm of Arthur Andersen LLP as independent auditors for Delta
for the calendar year ending December 31, 2001, subject to ratification by the
shareowners. Arthur Andersen LLP has served as Delta's independent auditors
since 1949. A representative of Arthur Andersen LLP is expected to be present
at the annual meeting, and will have an opportunity to make a statement if he
or she desires to do so, and will be available to respond to questions. If the
shareowners do not ratify the selection of Arthur Andersen LLP, the Board of
Directors will reconsider the selection of independent auditors.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

                             ---------------------

     FEES OF INDEPENDENT AUDITORS FOR CALENDAR YEAR ENDED DECEMBER 31, 2000

The following table shows the aggregate fees billed to Delta by its independent
auditors, Arthur Andersen LLP, for services rendered during the calendar year
ended December 31, 2000.

<TABLE>
<CAPTION>
                      DESCRIPTION OF FEES                       AMOUNT ($)
- --------------------------------------------------------------------------
  <S>                                                           <C>
  Audit Fees(1)                                                 1,920,000
- --------------------------------------------------------------------------
  Financial Information Systems Design and Implementation Fees          0
- --------------------------------------------------------------------------
  All Other Fees                                                3,970,000
</TABLE>
- --------
(1) Includes fees for audits of June 30, 2000 and December 31, 2000 financial
    statements and reviews of the related quarterly financial statements.
                             ---------------------

                 PROPOSALS 3, 4, 5 AND 6--SHAREOWNER PROPOSALS

The following four proposals have been submitted by individual shareowners. If
the shareowner, or a representative who is qualified under state law, is
present at the annual meeting and submits his or her proposal for a vote, the
proposal will be voted on at the meeting. In accordance with Federal securities
law regulations, we include the shareowner proposals and the related supporting
statements as submitted by the proponents.

                                   PROPOSAL 3

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who is the beneficial owner of 100 shares of
common stock, has given notice that she intends to introduce the following
resolution at the annual meeting:

"RESOLVED: That the stockholders of Delta Airlines, assembled in Annual Meeting
in person and by proxy, hereby request the Board of Directors to take the
necessary steps to provide for cumulative voting in the election of directors,
which means each stockholder shall be entitled to as many votes as shall equal
the number of shares he or she owns multiplied by the number of directors to be
elected, and he or she may cast all of such votes for a single candidate, or
any two or more of them as he or she may see fit.

REASONS: Many states have mandatory cumulative voting, so do National Banks. In
addition, many corporations have adopted cumulative voting. Last year the
owners of 13,957,851 shares, representing approximately 12% of shares voting,
voted FOR this proposal.

If you AGREE, please mark your proxy FOR this resolution."


                                       27
<PAGE>

THE BOARD OF DIRECTORS OPPOSES THIS PROPOSAL FOR THE FOLLOWING REASONS:

The Board of Directors, like many institutional investors and corporate
governance experts, opposes cumulative voting because it may facilitate the
election of directors who represent a limited group of shareowners rather than
shareowners as a whole. Special interest directors may have difficulty
fulfilling their fiduciary duty of loyalty to the company and its shareowners
due to inherent conflicts between the company's interests, on the one hand, and
the director and his or her constituency, on the other. The Board of Directors
believes that these potential conflicts may, in turn, create factionalism and
undermine the effectiveness of the board.

Delta recently surveyed the top 100 of the Fortune 500 companies, finding that
only seven of these companies provide for cumulative voting. We also reviewed
the law in all 50 states, finding that only four states mandate cumulative
voting.

The Board of Directors believes cumulative voting is not in the best interest
of Delta and its shareowners.

       ACCORDINGLY, THE BOARD RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.

                                   PROPOSAL 4

Mr. Dave A. Miller, Air Line Pilots Association, 100 Hartsfield Centre Parkway,
Suite 200, Atlanta, Georgia 30354, who is the beneficial owner of 1,050 shares
of common stock and 130 shares of ESOP Preferred Stock, has given notice that
he intends to introduce the following resolution at the annual meeting:

"RESOLVED, that the stockholders of Delta Air Lines, Inc. ("Delta" or the
"Company") request that the Personnel and Compensation Committee of the Board
of Directors, in establishing and administering standards for use in awarding
performance-based compensation for senior executives (specifically, the Chief
Executive Officer, President, Chief Operating Officer, and all Executive Vice
Presidents of the Company), formally incorporate specific measures of employee
satisfaction, participation, and training, in addition to the traditional
financial measures of Company performance."

                        PROPONENT'S SUPPORTING STATEMENT

"A growing body of evidence links "high-performance workplace" practices, which
emphasize employee participation, feedback, training and job security, with
better overall management, higher productivity and, ultimately, greater value
for shareholders. A 1999 study by Watson Wyatt Worldwide found that a
significant improvement in 30 key human resources practices is associated with
a 30% increase in total return to shareholders. And a 2000 study by the
American Society for Training and Development ("ASTD") found that companies
that invested more in training their employees experienced higher total
shareholder return in the following year.

In light of that evidence, companies such as Sears and Eastman-Kodak have begun
to implement compensation programs that incorporate measures of employee
satisfaction in the formula for determining senior executive pay. UAL
Corporation recently added employee satisfaction-related measures to the
categories used in assessing company performance in the context of senior
executive compensation.

We believe that Delta's ability to attract, develop and retain good employees
is critical to its success, and that senior executive compensation should be
based, in part, on the Company's progress in developing its human capital. We
note that Delta used an employee questionnaire to cite improvements in employee
morale, among other factors, supporting an increased incentive compensation
award to current CEO Leo Mullin for fiscal 1998. (Proxy Statement filed
9/16/98, at 17) The Company could use this same questionnaire-type methodology
to determine employee satisfaction in future years.

                                       28
<PAGE>

We request that the Personnel and Compensation Committee of the Company's Board
of Directors formulate employee-satisfaction-related performance measures to be
used in future employment agreements between the Company and its senior
executives, and in bonus, stock option and long-term incentive plans in which
they participate. Such criteria should include both affirmative and negative
components.

On the affirmative side, an increase in measures of employee satisfaction,
participation and training should result, all other factors remaining the same,
in a higher overall performance rating for senior executives and thus a larger
amount of performance-based compensation. Such measures can be obtained in a
variety of ways, including surveys, as mentioned above, and interviews. The
ASTD has developed benchmarks to use in evaluating the quality and quantity of
employee training.

On the negative side, senior executive performance rating would decline if
measures of employee satisfaction, participation and training showed overall
decreases. Examples of events that would affect employee satisfaction include
significant downsizing, wage or benefit reductions and material violations of
workplace health and safety or anti-discrimination laws.

For these reasons we urge shareholders to vote FOR this proposal."

    THE BOARD OF DIRECTORS OPPOSES THIS PROPOSAL FOR THE FOLLOWING REASONS:

Strengthening the partnership between Delta and its people is a critical
component to achieving our goal of becoming the world's best airline. Our
Annual Report to Shareowners for the fiscal year ended June 30, 2000 discusses
our work in building a highly skilled, motivated and globally diverse workforce
dedicated to reaching this goal.

In making decisions relating to Delta's overall business and long-range
strategy (including decisions relating to executive compensation), the Board of
Directors and its Personnel & Compensation Committee consider and attach great
weight to employee satisfaction and related subjects. For example, as discussed
in the Personnel & Compensation Committee Report on Executive Compensation
included in this proxy statement, the incentive compensation awards for the six
months ended December 31, 2000 (and for the fiscal years ended June 30, 2000
and 1999, as well) are based in part on management performance in implementing
strategies relating to human resources and labor relations. Similarly, the
Delta 2000 Performance Compensation Plan, which was adopted by shareowners in
October 2000, includes employee satisfaction as one of the criteria on which
performance-based awards may be based.

The Board understands and appreciates the key role of Delta employees in
providing our customers with a distinctive travel experience, and achieving
Delta's long-term business goals. However, no single factor, including employee
satisfaction, can be used to establish executive compensation without
considering other relevant factors and overall competitive pay levels. The
Board and the Personnel & Compensation Committee believe that they must have
broad flexibility when making executive compensation decisions to respond to
changing circumstances. The Board, therefore, must reserve the ability to
choose those performance goals that best measure Delta's business needs at any
particular time, and to change those measures as it deems appropriate under the
circumstances. The Board believes this approach will balance competing
objectives and ensure that the factors considered in evaluating performance and
determining pay are those that are most important and valid for the relevant
time specified.

       ACCORDINGLY, THE BOARD RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.

                                       29
<PAGE>

                                   PROPOSAL 5

Mr. John S. Blonsick, c/o Dave Miller, Air Line Pilots Association, 100
Hartsfield Centre Parkway, Suite 200, Atlanta, Georgia 30354, who is the
beneficial owner of 110 shares of common stock and 75 shares of ESOP Preferred
Stock, has given notice that he intends to introduce the following resolution
at the annual meeting:

"RESOLVED, that the stockholders of Delta Air Lines, Inc. (the "Company") urge
the Board of Directors to seek shareholder approval for future severance
agreements with senior executives (specifically, the Chief Executive Officer,
President, Chief Operating Officer, and all Executive Vice Presidents of the
Company) that provide benefits in an amount exceeding two times the sum of the
executive's annual salary and bonus. "Future severance agreements" include
agreements renewing, modifying or extending existing severance agreements or
employment agreements containing severance provisions. "Benefits" include lump-
sum cash payments (including payments in lieu of medical and other benefits)
and the estimated present value of periodic retirement payments, fringe
benefits and consulting fees (including reimbursable expenses) to be paid to
the executive."

                        PROPONENT'S SUPPORTING STATEMENT

"Upon the resignation of former CEO Ronald Allen in 1997, the Company agreed to
pay a lump sum severance amount of $4,501,000, $85,515 in lieu of medical and
dental benefits, a total annual retirement payment of $765,000 per year, an
annual fee of $25,000 for service as an "Advisory Director," consulting fees of
$500,000 per year for seven years (despite the fact that Mr. Allen "shall not
be called upon to devote a major portion of his business time to the
performance of services as consultant to the corporation" and "shall only be
required to perform his consulting services at such times, and in such places
and for such periods as will result in the least inconvenience" to him), and,
for 10 years after his resignation, office space, full-time secretarial
support, country club membership and dues for the Commerce Club of Atlanta. The
Company has also paid $408,776 to design, build and furnish office space for
Mr. Allen.

The Company's agreements with current CEO Leo Mullin and certain other senior
executives provide generous severance benefits, especially if employment is
terminated in connection with a change in control. We recognize that severance
agreements such as those the Company has entered into with Mr. Allen and others
may be appropriate in some circumstances. However, given the magnitude of the
benefits payable under such agreements and the effect of those obligations in
the event of a change in control of the Company, we believe the Company should
seek shareholder approval of any future such agreements. We believe that
requiring shareholder approval of such agreements may also have the beneficial
effect of insulating the Board of Directors from manipulation in the event a
senior executive's employment must be terminated by the Company.

Because it is not always practical to obtain prior shareholder approval, the
Company would have the option, if it implemented this proposal, of seeking
approval after the material terms of the agreement were agreed upon.
Institutional investors such as the California Public Employees Retirement
System have recommended shareholder approval of these types of agreements in
their proxy voting guidelines. Also, the Council of Institutional Investors
favors shareholder approval if the amount payable exceeds 200% of the
executive's annual base salary.

For these reasons we urge shareholders to vote FOR this proposal."

                                       30
<PAGE>

    THE BOARD OF DIRECTORS OPPOSES THIS PROPOSAL FOR THE FOLLOWING REASONS:

Delta's executive compensation program is designed to attract and retain
highly-qualified executives, and to motivate those executives to achieve
Delta's overall business and financial goals. This is especially critical in
today's highly competitive labor market. The overall strategy of Delta's
program, as outlined elsewhere in this proxy statement, supports these goals.

To compete for the best executive talent, many companies provide key executives
with significant incentives. Delta believes it must respond to this competitive
practice by providing incentives to executives to leave companies where they
are highly valued and compensated, and by offering its executives competitive
employment packages to minimize the risk of losing them to other companies.

Severance provisions may be included in these packages based on the competitive
market and the unique circumstances of each employment situation. To
arbitrarily limit what Delta may offer as a severance payment, or to require
shareowner approval of the terms of a severance provision, would significantly
limit Delta's ability to successfully attract new executives by making it
difficult for Delta to provide a new executive with a competitive employment
package in a timely manner. Moreover, a shareowner approval requirement for a
severance provision would also negatively impact Delta's recruitment of key
executives by requiring the premature public disclosure of confidential
employment negotiations. Similarly, requiring subsequent shareowner
ratification of severance agreements would hamper Delta's ability to recruit
key executives because those executives would be unwilling to accept a Delta
position if their employment agreements are not binding upon acceptance of the
position.

In sum, an obligation to limit the value or to obtain shareowner approval of a
severance provision would severely inhibit Delta's ability to recruit and
retain talented executives by impeding Delta's ability to develop and negotiate
agreements that address the competitive market, Delta's needs, and the
individual nature of these situations.

       ACCORDINGLY, THE BOARD RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.

                                   PROPOSAL 6

Mr. Michael H. Messmore, c/o Dave Miller, Air Line Pilots Association, 100
Hartsfield Centre Parkway, Suite 200, Atlanta, Georgia 30354, who is the
beneficial owner of 1,200 shares of common stock and 130 shares of ESOP
Preferred Stock, has given notice that he intends to introduce the following
resolution at the annual meeting:

"RESOLVED: That the stockholders of Delta Air Lines (the "Company") urge the
Board of Directors to adopt a policy that some portion of future stock option
grants to senior executives shall be performance-based. Performance-based stock
options are defined as 1) indexed options, whose exercise price is linked to an
industry index; 2) premium-priced stock options, whose exercise price is above
the market price on the grant date; or 3) performance-vesting options, which
vest when the market price of the stock exceeds a specific target."

                        PROPONENT'S SUPPORTING STATEMENT


"As Company shareholders, we support compensation policies for senior
executives that provide challenging performance objectives and serve to
motivate executives to achieve long-term shareholder value. We believe that the
Company's current policies are deficient in that respect. CEO Leo Mullin has
been granted options to purchase 1,768,200 shares of Company stock since he
joined the Company in 1997. Options to purchase 1,000,000 of those shares will
be vested on August 14, 2001. Mr. Mullin stands to gain $11,843,700 if the
                                       31
<PAGE>

Company's stock price stands at $56 when the 1,000,000 options are exercised.
This represents an approximate annual return to shareholders of only 6.12% from
the market price of approximately $44.16 on August 14, 1997, the date on which
the options were granted. He stands to realize that amount even if the
Company's stock underperforms all of its competitors.

Standard stock options give windfalls to executives who are lucky enough to
hold them during a bull market, and penalize executives who hold them during a
bear market. Investors and market observers including Warren Buffett, Alan
Greenspan and Al Rappaport have criticized standard options on the ground that
they inappropriately reward mediocre or poor performance--Buffet has stated
that standard stock options are "really a royalty on the passage of time"--and
all three favor the use of indexed options.

Standard stock options may also be more expensive than performance-based
options. Two Georgetown University professors have estimated that for the top
100 NYSE-listed firms, a grant of an at-the-money option with a five-year
maturity would be on average 41% more expensive than necessary to reward the
same amount of relative CEO performance. Angel & McCabe, "Market-Adjusted
Options for Executive Compensation," Oct. 28, 1997.

Performance-based options tie compensation more closely to company--rather than
stock market--performance. Premium-priced and performance-vesting options
encourage senior executives to set and meet ambitious but realistic performance
targets. Indexed options may have the added benefit of discouraging repricing
in the event of an industry downturn.

Recently, companies such as Capital One Financial Corporation, Mattel, Union
Pacific, RNC Corp. and Level 3 Communications have adopted performance-based
plans. According to RCN's CEO, the company's "Outperform Stock Option" program,
which is designed so that shareholders receive a market return before option
holders receive any return on their options, "properly balance[s] shareholder
and RCN management team rewards by always rewarding the shareholder first."

For these reasons we urge shareholders to vote FOR this proposal."

    THE BOARD OF DIRECTORS OPPOSES THIS PROPOSAL FOR THE FOLLOWING REASONS:


Delta's executive compensation program is intended to attract, retain and
motivate talented executives. The Personnel & Compensation Committee of Delta's
Board of Directors works with independent compensation consultants to design an
executive compensation program that supports Delta's short-term and long-term
strategies, and to evaluate Delta's program relative to the competitive market.

The Board believes that Delta's current practice of granting stock options
provides the appropriate link between company performance and executive pay. It
aligns the interests of executives with those of Delta's shareowners because
the stock price must increase before shareowners or executives will benefit. At
the same time, the stock option program's design matches typical competitive
practice, which enhances Delta's ability to attract and retain executives.
Delta's program is comparable to the stock option plans used by most U.S.
public corporations, including the companies with which Delta competes for
executive talent. Relatively few companies use indexed, premium-priced or
performance-vesting stock options.

In addition, as discussed elsewhere in this proxy statement, Delta's executive
compensation program divides stock-based awards between stock options and
performance-based restricted stock. While stock options reflect stock price
performance, performance-based restricted stock provides compensation
opportunities based on both stock market and operational performance. This plan
measures Delta's results relative to nine peer domestic airlines with respect
to total shareowner return and three key U.S. Department of Transportation
customer service measures: on-time arrival performance,
                                       32
<PAGE>

customer complaints and mishandled baggage. The Board believes this combination
of stock options and performance-based restricted stock provides a strong
performance component while also enabling Delta to offer competitive
compensation opportunities to its key executives.

In sum, the Board believes that Delta's executive pay program is appropriately
designed, and that compensation for Delta's executives is strongly linked to
Delta's performance.

       ACCORDINGLY, THE BOARD RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
                             ---------------------

                              GENERAL INFORMATION

                              COST OF SOLICITATION

Delta will pay the cost of soliciting proxies. Delta has retained Georgeson
Shareholder Communications, Inc. to solicit proxies, by mail, in person or by
telephone, for a fee of $15,000 plus certain expenses. In addition, certain
Delta officers and employees, who will receive no compensation for their
services other than their regular salaries, may also solicit proxies. Delta may
also make arrangements with brokerage houses, custodians, nominees and other
fiduciaries to send proxy material to their principals at Delta's expense.
                             ---------------------

                       SUBMISSION OF SHAREOWNER PROPOSALS

From time to time, shareowners submit proposals which may be proper subjects
for inclusion in the proxy statement and for consideration at the annual
meeting. To be considered for inclusion in Delta's 2002 proxy materials under
Securities and Exchange Commission regulations, shareowner proposals must be
submitted in writing and received by Delta no later than November 6, 2001.
Proposals should be directed to Delta's Secretary, Robert S. Harkey, at Delta
Air Lines, Inc., Post Office Box 20706, Atlanta, Georgia 30320-6001.

Delta's By-Laws provide that any shareowner wishing to bring any matter before
an annual meeting (other than proposals included in the proxy statement under
Securities and Exchange Commission regulations) must give timely written notice
to Delta's Secretary. To be timely, the notice must be received at Delta's
principal executive offices at least 90 days but not more than 120 days before
the anniversary date of the immediately preceding annual meeting. If, however,
the Board of Directors calls the annual meeting for a date that is not within
30 days before or after such anniversary date, notice by the shareowner will be
timely if received by Delta by the close of business on the 10th day following
the day on which the Board of Directors gave notice of the meeting date or
publicly disclosed the date of the annual meeting, whichever first occurs. The
shareowner's notice must contain specified information, as detailed in Sections
3.1 and 4.2 of the By-Laws.

              SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Delta's
directors, executive officers and persons who beneficially own more than 10% of
a registered class of Delta's equity securities to file certain reports
concerning their beneficial ownership of Delta's equity securities. Delta
believes that during the period July 1, 2000 through December 31, 2000, all
reporting persons complied with their Section 16(a) filing obligations.
                               ----------------

                                       33
<PAGE>

 EXTENT OF INCORPORATION BY REFERENCE OF MATERIALS INCLUDED IN OR ACCOMPANYING
                              THIS PROXY STATEMENT

The Audit Committee and Personnel & Compensation Committee Reports included in
this proxy statement shall not be deemed to be incorporated by reference into
any filing made by Delta under the Securities Act of 1933 or the Securities
Exchange Act of 1934, notwithstanding any general statement contained in any
such filing incorporating this proxy statement by reference, except to the
extent Delta incorporates such reports by specific reference.

This proxy statement is accompanied, or preceded, by Delta's Annual Report to
Shareowners for the calendar year ended December 31, 2000. The annual report,
which contains audited financial statements, along with other information about
Delta, is not incorporated in the proxy statement and is not to be deemed a
part of the proxy soliciting material.
                               ----------------

                                       34
<PAGE>

                                                                     APPENDIX A

                             DELTA AIR LINES, INC.
                            AUDIT COMMITTEE CHARTER

I. Composition of the Audit Committee: The Audit Committee shall consist of at
   least three directors appointed by the Board of Directors. The composition
   of the Audit Committee shall comply with the independence and other
   applicable membership requirements of the New York Stock Exchange, Inc.

II. Purposes of the Audit Committee: The purposes of the Audit Committee are
    to assist the Board of Directors:

  1.  in its oversight of the Company's accounting and financial reporting
      principles and policies and internal controls and procedures;

  2.  in its oversight of the Company's financial statements and the
      independent audit thereof;

  3.  in selecting, evaluating and, where deemed appropriate, replacing the
      independent auditors; and

  4.  in evaluating the independence of the independent auditors.

   The function of the Audit Committee is oversight. The members of the Audit
   Committee are not full-time employees of the Company and are not, and do
   not represent themselves to be, accountants or auditors, or experts in the
   fields of accounting or auditing. It is not the duty or responsibility of
   the Audit Committee or its members to conduct "field work" or other types
   of auditing or accounting reviews or procedures. Each member of the Audit
   Committee shall be entitled to rely on (i) the integrity of those persons
   and organizations within and outside the Company that provide information
   to the Audit Committee and (ii) the accuracy of the financial and other
   information provided to the Audit Committee by such persons or
   organizations absent actual knowledge to the contrary (which shall be
   promptly reported to the Board of Directors).

   The management of the Company is responsible for the preparation,
   presentation and integrity of the Company's financial statements.
   Management is responsible for maintaining appropriate accounting and
   financial reporting principles and policies and internal controls and
   procedures designed to assure compliance with accounting standards and
   applicable laws and regulations. The internal audit department is
   responsible for evaluating the Company's internal controls. The independent
   auditors are responsible for planning and carrying out a proper audit and
   reviews, including reviews of the Company's quarterly financial statements
   prior to the filing of each quarterly report on Form 10-Q, and other
   procedures.

   The independent auditors for the Company are ultimately accountable to the
   Board of Directors (as assisted by the Audit Committee). The Board of
   Directors, with the assistance of the Audit Committee, has the ultimate
   authority and responsibility to select, evaluate and, where appropriate,
   replace the independent auditors.

   The independent auditors shall submit to the Audit Committee annually a
   formal written statement delineating all relationships between the
   independent auditors and the Company ("Statement as to Independence"),
   addressing at least the matters set forth in Independence Standards Board
   No. 1.

III.  Meetings of the Audit Committee: The Audit Committee shall meet at such
      times as it deems appropriate, but not less than four times annually.
      The Audit Committee should meet separately at least annually with
      management, the director of the internal audit department and the
      independent auditors to discuss any matters that the Audit Committee or
      any of these persons or firms believe should be discussed privately. The
      Audit Committee may request any officer or

                                      A-1
<PAGE>

   employee of the Company or the Company's outside counsel or independent
   auditors to attend a meeting of the Audit Committee or to meet with any
   members of, or consultants to, the Audit Committee. Members of the Audit
   Committee may participate in a meeting of the Audit Committee by conference
   call or similar communications equipment by which all persons participating
   in the meeting can hear each other.

IV.  Duties and Powers of the Audit Committee: To carry out its purposes, the
     Audit Committee shall have the following duties and powers:

  1. with respect to the independent auditor,

    (i)  to provide advice to the Board of Directors in selecting,
         evaluating or replacing independent auditors;

    (ii)  to review the fees charged by the independent auditors for audit
          and non-audit services;

    (iii)  to ensure that the independent auditors prepare and deliver
           annually a Statement as to Independence (it being understood that
           the independent auditors are responsible for the accuracy and
           completeness of this Statement), to discuss with the independent
           auditors any relationships or services disclosed in this
           Statement that may impact the objectivity and independence of the
           Company's independent auditors and to recommend that the Board of
           Directors take appropriate action in response to this Statement
           to satisfy itself of the independent auditors' independence; and

    (iv)  to instruct the independent auditors that the independent auditors
          are ultimately accountable to the Board of Directors and Audit
          Committee;

  2.  with respect to the internal audit department,

    (i)  to review the performance of the internal audit department and the
         appointment and replacement of the director of the internal audit
         department; and

    (ii)  to advise the director of the internal audit department that he or
          she is expected to provide to the Audit Committee summaries of
          and, as appropriate, the significant reports to management
          prepared by the internal audit department and management's
          responses thereto and to consider any such summaries, reports or
          management's responses thereto;

  3.  with respect to financial reporting principles and policies and
      internal controls and procedures,

    (i)  to advise management, the internal audit department and the
         independent auditors that they are expected to provide to the Audit
         Committee a timely analysis of significant financial reporting
         issues and practices;

    (ii)  to consider any reports or communications (and management's and/or
          the internal audit department's responses thereto) submitted to
          the Audit Committee by the independent auditors relating to the
          Company's financial statements;

    (iii)  to meet with management, the director of the internal audit
           department and/or the independent auditors:

      .  to discuss the scope of the annual audit;

      .  to discuss the audited financial statements;

      .  to discuss any significant matters arising from any audit or
         report or communication referred to in items 2(ii) or 3(ii)
         above, whether raised by management, the internal audit
         department or the independent auditors, relating to the Company's
         financial statements;

                                      A-2
<PAGE>

      .  to review the form of opinion the independent auditors propose to
         render to the Board of Directors and shareholders;

      .  to discuss significant changes to the Company's auditing and
         accounting principles, policies, controls, procedures and
         practices proposed or contemplated by the independent auditors,
         the internal audit department or management; and

      .  to inquire about significant risks and exposures, if any, and the
         steps taken to monitor and minimize such risks;

    (iv)  to obtain from the independent auditors assurance that the audit
          was conducted in a manner consistent with Section 10A of the
          Securities Exchange Act of 1934, as amended, which sets forth
          certain procedures to be followed in any audit of financial
          statements required under the Securities Exchange Act of
          1934; and

    (v)  to discuss with the Company's General Counsel any significant
         legal matters that may have a material effect on the financial
         statements and the Company's compliance policies, including
         material notices to or inquiries received from governmental
         agencies; and

  4.  with respect to reporting and recommendations,

    (i)  to prepare any report, including any recommendation of the Audit
         Committee, required by the rules of the Securities and Exchange
         Commission to be included in the Company's annual proxy statement;

    (ii)  to review this Charter at least annually and recommend any
          changes to the full Board of Directors; and

    (iii)  to report its activities to the full Board of Directors on a
           regular basis and to make such recommendations with respect to
           the above and other matters as the Audit Committee may deem
           necessary or appropriate.

V.  Resources and Authority of the Audit Committee: The Audit Committee shall
    have the resources and authority appropriate to discharge its
    responsibilities, including the authority to engage independent auditors
    for special audits, reviews and other procedures and to retain special
    counsel and other experts or consultants.

                                      A-3
<PAGE>

                                 [DELTA LOGO]

                     THIS PROXY IS SOLICITED ON BEHALF OF
                THE BOARD OF DIRECTORS OF DELTA AIR LINES, INC.

I hereby appoint Mary Johnston Evans, Gerald Grinstein and Leo F. Mullin, and
each of them, as proxies with full power of substitution, for and in the name of
the undersigned, to vote all shares of Common Stock of Delta Air Lines, Inc.
which I would be entitled to vote on all matters which may properly come before
the 2001 Annual Meeting of Shareowners of Delta to be held at the The Grand
America Hotel, 555 South Main Street, Salt Lake City, Utah 84101, on Thursday,
April 26, 2001 at 9:00 a.m., local time, or any adjournment of the meeting.

THE PROXIES SHALL VOTE SUBJECT TO THE DIRECTIONS INDICATED ON THE REVERSE SIDE
OF THIS PROXY CARD, AND THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION
UPON OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OF THE MEETING. THE PROXIES WILL VOTE AS THE BOARD OF DIRECTORS
RECOMMENDS WHERE A CHOICE IS NOT SPECIFIED. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN, DATE AND RETURN THIS PROXY CARD OR VOTE BY THE INTERNET OR
TELEPHONE.

I acknowledge receipt of Delta's Notice of Annual Meeting of Shareowners, dated
March 6, 2001, Proxy Statement and Annual Report.

NOMINEES FOR DIRECTOR:

(01) Edwin L. Artzt, (02) James L. Broadhead, (03) Edward H. Budd, (04) R.
Eugene Cartledge, (05) Mary Johnston Evans, (06) George M.C. Fisher, (07) David
R. Goode, (08) Gerald Grinstein, (09) Leo F. Mullin, (10) John F. Smith, Jr. and
(11) Andrew J. Young.

                                                              [See Reverse Side]

================================================================================
             DETACH AND RETURN PROXY CARD; RETAIN ADMISSION TICKET


- --------------------------------------------------------------------------------
Delta's 2001 Annual Meeting of Shareowners will be broadcast live (listen only)
at www.delta.com/inside/investors/index.jsp. The live Webcast will begin at 9:00
a.m. MDT on Thursday, April 26, 2001. The replay will be available through May
26, 2001.

- --------------------------------------------------------------------------------


                                 ADMISSION TICKET

Only the shareowner(s) whose name appear(s) on this ticket, or the proxy of that
shareowner, will be admitted. Due to space limitations, admission to the meeting
will be on a first-come, first-served basis. Registration will begin at 8:00
a.m., local time.

                             DELTA AIR LINES, INC.
                      2001 ANNUAL MEETING OF SHAREOWNERS
                THURSDAY, APRIL 26, 2001, 9:00 A.M., LOCAL TIME
                           THE GRAND AMERICA HOTEL
                            555 SOUTH MAIN STREET
                         SALT LAKE CITY, UTAH 84101

CONDUCT OF MEETING
In fairness to all shareowners attending the 2001 Annual Meeting of Shareowners
and in the interest of an orderly and constructive meeting, the following
procedures will apply:

1.   Proposals will be presented in the order in which they appear in the Proxy
     Statement. Presentations by proponents of shareowner proposals may not
     exceed a total of five minutes. Questions or comments about any proposal
     under consideration should be limited to two minutes.

2.   Questions or comments concerning any issue raised during the shareowner
     question and comment period should be relevant to matters of general
     interest to shareowners and will be limited to two minutes.

3.   The use of cameras, sound recording equipment, communication devices or any
     other similar equipment is prohibited without Delta's prior permission.
<PAGE>

[X]     PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.                          0299

- --------------------------------------------------------------------------------
             Delta's Board of Directors recommends a vote FOR all
                         nominees and FOR Proposal 2.

- --------------------------------------------------------------------------------
                                                          WITHHOLD
                                      FOR ALL            AUTHORITY

1.   Election of
     Nominees for Director.             [_]                  [_]
     (see reverse)
                              except as indicated below   to vote for all

For all, except vote withheld from the following nominee(s):

- ------------------------------------------------------------
- --------------------------------------------------------------------------------

                                      FOR       AGAINST       ABSTAIN

2.   To ratify the appointment
     of Arthur Andersen LLP as
     independent auditors for         [_]          [_]          [_]
     the calendar year ending
     December 31, 2001.

- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
     Delta's Board of Directors recommends a vote AGAINST Proposals
           3, 4, 5 and 6, which were submitted by shareowners.

- --------------------------------------------------------------------------------
                                      FOR       AGAINST       ABSTAIN

3.   Relating to cumulative
     voting for directors.            [_]          [_]          [_]

4.   Linking executive compensation
     to employee satisfaction.        [_]          [_]          [_]

5.   Relating to executive severance
     agreements.                      [_]          [_]          [_]

6.   Relating to executive stock
     option grants.                   [_]          [_]          [_]

- --------------------------------------------------------------------------------

          I PLAN TO ATTEND THE
          ANNUAL MEETING OF           [_]
          SHAREOWNERS
                                      YES

This proxy, if properly executed and delivered, will revoke all prior proxies.

PLEASE DATE, SIGN AND MAIL THIS PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.


SIGNATURE(S)_________________________________________________ DATE______________

Please sign EXACTLY as your name(s) appears hereon. When signing as
administrator, attorney, executor, guardian or trustee, please give your full
title. If the shareowner is a corporation or partnership, please sign the full
corporate or partnership name by a duly authorized person. If shares are held
jointly, each joint owner should sign.

================================================================================
   . FOLD AND DETACH HERE -- IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL .



                         VOTE BY INTERNET OR TELEPHONE
                 QUICK & EASY - 24 HOURS A DAY, 7 DAYS A WEEK

Delta encourages shareowners to take advantage of two cost-effective and
convenient alternatives to vote their shares -- by Internet or telephone.

LOG ONTO THE INTERNET AND TYPE: http://www.eproxyvote.com/dal

 .  Have this proxy form ready and follow the simple instructions on the web
   site.

ON A TOUCH TONE PHONE, CALL TOLL-FREE 1-877-779-8683.

 .  Enter the control number from the box above (just below the perforation on
   the proxy card).

 .  You will then have two options:
   OPTION 1: to vote as the Board of Directors recommends on all proposals; or
   OPTION 2: to vote on each proposal separately.

 .  You will be asked to confirm your vote.

INTERNET OR TELEPHONE VOTING PROVIDES THE SAME AUTHORIZATION TO VOTE YOUR SHARES
AS IF YOU MARKED, SIGNED DATED AND RETURNED THE PROXY CARD. IF YOU VOTE BY
INTERNET OR TELEPHONE, PLEASE DO NOT RETURN YOUR PROXY CARD.

YOU MAY ELECT TO RECEIVE FUTURE ANNUAL MEETING MATERIALS VIA THE INTERNET BY
SIGNING UP AT www.econsent.com/dal.
<PAGE>

                                                                 [DELTA LOGO]

                                                             Internal Memorandum

                                                             Date: March 6, 2001



To:       Participants in the Delta Family-Care Savings Plan

From:     Leo F. Mullin, Chairman and Chief Executive Officer

Subject:  Delta's 2001 Annual Meeting of Shareowners

As a participant in the Delta Family-Care Savings Plan (Savings Plan), you have
the right to confidentially instruct Fidelity Management Trust Company, the
Savings Plan trustee (Trustee), how to vote the Delta stock attributable to your
Savings Plan account at Delta's 2001 Annual Meeting of Shareowners. I strongly
encourage you to exercise this right because your vote is important! Delta's
Board of Directors recommends that you vote:

     .  FOR the election of the 11 nominees for Director named in the proxy
        statement (Proposal 1);

     .  FOR the ratification of the appointment of Arthur Andersen LLP as
        independent auditors for the calendar year ending December 31, 2001
        (Proposal 2); and

     .  AGAINST each of the four shareowner proposals described in the proxy
        statement (Proposals 3,4,5 and 6).

To instruct the Trustee how to vote the Delta stock attributable to your Savings
Plan account, please use the Internet or telephone voting instruction system
described on the attachment to the enclosed Voting Instruction Form.
Alternatively, you may complete, sign and date the Voting Instruction Form and
return it in the enclosed envelope.

If you plan to attend the Annual Meeting, please indicate your intent when
prompted by the Internet or telephone voting instruction system, or mark the
appropriate box on the Voting Instruction Form. TO ATTEND THE MEETING, YOU WILL
NEED TO PRESENT THE ENCLOSED ADMISSION TICKET. AN EMPLOYEE IDENTIFICATION CARD
IS NOT SUFFICIENT PROOF OF SHARE OWNERSHIP. PLEASE CONTACT INVESTOR RELATIONS AT
(404) 715-2343 TO REQUEST A REPLACEMENT ADMISSION TICKET, IF NEEDED. Delta's
Annual Meeting will be broadcast live on-line (listen only) on April 26, 2001 at
9:00 a.m. MDT at www.delta.com/inside/investors/index.jsp. A replay of the Web
cast will be available through May 26, 2001.

Enclosed is a copy of Delta's Notice of Annual Meeting of Shareowners, Proxy
Statement and Annual Report. If you were also a registered shareowner of Delta
common stock on the record date for the Annual Meeting, your Annual Report was
previously sent to you with the proxy materials for those shares rather than
with this mailing. If you would like an additional copy of the Annual Report,
please contact Investor Relations at (404) 715-2343.




                                          /s/ Leo F. Mullin
                                              Leo F. Mullin
Enclosures
<PAGE>

DELTA FAMILY-CARE SAVINGS PLAN
VOTING INSTRUCTION FORM

THIS VOTING INSTRUCTION FORM IS PROVIDED BY FIDELITY MANAGEMENT TRUST COMPANY,
AS TRUSTEE (TRUSTEE) FOR THE DELTA FAMILY-CARE SAVINGS PLAN (SAVINGS PLAN), for
the 2001 Annual Meeting of Shareowners of Delta Air Lines, Inc. (Delta) to be
held at The Grand America Hotel, 555 South Main Street, Salt Lake City, Utah
84101, on Thursday, April 26, 2001 at 9:00 a.m., local time, or any adjournment
of the meeting.

I understand that, under the Savings Plan, I have the right to confidentially
instruct the Trustee how to vote shares of Delta's Series B ESOP Convertible
Preferred Stock and Common Stock attributable to my Savings Plan account. I also
understand that page 3 of Delta's Proxy Statement describes how the Trustee will
vote (1) such shares attributable to my Savings Plan account if the Trustee does
not receive voting instructions from me on or before 5:00 p.m., EDT on April 24,
2001; and (2) shares of Delta's Series B ESOP Convertible Preferred Stock that
were not allocated to any participant's Savings Plan account on the February 28,
2001 record date for the annual meeting.

Pursuant to the Savings Plan, I instruct the Trustee to vote the shares of
Delta's Series B ESOP Convertible Preferred Stock and Common Stock attributable
to my Savings Plan account at the annual meeting, as indicated on the reverse of
this form.

I acknowledge receipt of Delta's Notice of Annual Meeting of Shareowners, dated
March 6, 2001, Proxy Statement and Annual Report.

NOMINEES FOR DIRECTOR:
(01) Edwin L. Artzt, (02) James L. Broadhead, (03) Edward H. Budd,
(04) R. Eugene Cartledge, (05) Mary Johnston Evans, (06) George M.C. Fisher,
(07) David R. Goode, (08) Gerald Grinstein, (09) Leo F. Mullin,
(10) John F. Smith, Jr. and (11) Andrew J. Young.

                                                             [See Reverse Side]

================================================================================

      DETACH AND RETURN VOTING INSTRUCTION FORM; RETAIN ADMISSION TICKET



- --------------------------------------------------------------------------------
Delta's 2001 Annual Meeting of Shareowners will be broadcast live (listen only)
at www.delta.com/inside/investors/index.jsp. The live Webcast will begin at 9:00
a.m. MDT on Thursday, April 26, 2001. The replay will be available through May
26, 2001.

- --------------------------------------------------------------------------------



                            DELTA AIR LINES, INC.
                      2001 ANNUAL MEETING OF SHAREOWNERS
                THURSDAY, APRIL 26, 2001, 9:00 A.M., LOCAL TIME
                           THE GRAND AMERICA HOTEL
                            555 SOUTH MAIN STREET
                          SALT LAKE CITY, UTAH 84101


                               ADMISSION TICKET

Only the shareowner(s) whose name appear(s) on this ticket, or the proxy of that
shareowner, will be admitted. Due to space limitations, admission to the meeting
will be on a first-come, first-served basis. Registration will begin at 8:00
a.m., local time.

CONDUCT OF MEETING

In fairness to all shareowners attending the 2001 Annual Meeting of Shareowners
and in the interest of an orderly and constructive meeting, the following
procedures will apply:

1. Proposals will be presented in the order in which they appear in the Proxy
   Statement. Presentations by proponents of shareowner proposals may not exceed
   a total of five minutes. Questions or comments about any proposal under
   consideration should be limited to two minutes.

2. Questions or comments concerning any issue raised during the shareowner
   question and comment period should be relevant to matters of general interest
   to shareowners and will be limited to two minutes.

3. The use of cameras, sound recording equipment, communication devices or any
   other similar equipment is prohibited without Delta's prior permission.
<PAGE>

[X]  Please mark your votes as in this example.                            6296


            DELTA FAMILY-CARE SAVINGS PLAN VOTING INSTRUCTION FORM
- --------------------------------------------------------------------------------
         Delta's Board of Directors recommends a vote FOR all nominees
                              and FOR Proposal 2.
- --------------------------------------------------------------------------------
                                                              WITHHOLD
                                            FOR ALL          AUTHORITY

   1.   Election of
        Nominees for Director.                [_]                [_]
        (see reverse)

                            except as indicated below     to vote for all

For all, except vote withheld from the following nominee(s):

- ---------------------------------------------------------------
- --------------------------------------------------------------------------------

                                          FOR        AGAINST       ABSTAIN
   2.   To ratify the appointment
        of Arthur Andersen LLP as
        independent auditors for          [_]          [_]           [_]
        the calendar year ending
        December 31, 2001.

- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
             Delta's Board of Directors recommends a vote AGAINST
         Proposals 3, 4, 5 and 6, which were submitted by shareowners.

- --------------------------------------------------------------------------------
                                          FOR        AGAINST       ABSTAIN
   3.   Relating to cumulative
        voting for directors              [_]          [_]           [_]



   4.   Linking executive compensation
        to employee satisfaction.         [_]          [_]           [_]


   5.   Relating to executive
        severance agreements.             [_]          [_]           [_]

   6.   Relating to executive stock
        option grants.                    [_]          [_]           [_]

- --------------------------------------------------------------------------------

           I PLAN TO ATTEND THE
           ANNUAL MEETING OF              [_]
           SHAREOWNERS
                                          YES

These instructions, if properly executed and delivered, will revoke all prior
instructions.

PLEASE DATE, SIGN AND MAIL THIS VOTING INSTRUCTION FORM IN THE ACCOMPANYING
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.


SIGNATURE(S)_________________________________________________ DATE____________

Please sign EXACTLY as your name(s) appears hereon. When signing as
administrator, attorney, executor, guardian or trustee, please give your full
title.

================================================================================

              . FOLD AND DETACH HERE -- IF YOU ARE RETURNING YOUR
                       VOTING INSTRUCTION FORM BY MAIL .


                         VOTE BY INTERNET OR TELEPHONE
                 QUICK & EASY - 24 HOURS A DAY, 7 DAYS A WEEK

Delta encourages Savings Plan participants to take advantage of two cost-
effective and convenient alternatives to instruct the Trustee how to vote their
shares -- by Internet or telephone.

LOG ONTO THE INTERNET AND TYPE: http://www.eproxyvote.com/dal1

 .  Have this Voting Instruction Form ready and follow the simple instructions on
   the web site.

ON A TOUCH TONE PHONE, CALL TOLL-FREE 1-877-779-8683.

 .  Enter the control number from the box above (just below the perforation on
   the Voting Instruction Form).

 .  You will then have two options:

   OPTION 1: to vote as the Board of Directors recommends on all proposals; or
   OPTION 2: to vote on each proposal separately.

 .  You will be asked to confirm your voting instructions.

Using the Internet or telephone voting instruction system has the same effect as
giving the Trustee voting instructions by marking, signing, dating and returning
the Voting Instruction Form. If you use the Internet or telephone voting
instruction system, please do not return your Voting Instruction Form.

OTHER INSTRUCTIONS

Your voting instructions must be received by the Trustee on or before 5:00 p.m.,
EDT on April 24, 2001. This deadline applies whether you mail the Voting
Instruction Form, or use the Internet or telephone voting instruction system.

YOU MAY ELECT TO RECEIVE FUTURE ANNUAL MEETING MATERIALS VIA THE INTERNET BY
SIGNING UP AT www.econsent.com/dal.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
