DELTA AIR LINES INC /DE/ (Form: 8-A12B, Received: 04/26/2007 06:05:04)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

DELTA AIR LINES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State of Incorporation or Organization)

58-0218548

(I.R.S. Employer Identification No.)

Hartsfield-Jackson Atlanta International Airport Atlanta, Georgia (Address of Principal Executive Offices)	30320 (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
Common Stock		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o
Securities Act registration statement file number to which this form relates:				N/A
Securities to be registered pursuant to Section 12(g) of the Act:				N/A

Item 1. Description of Registrant’s Securities to be Registered

This registration statement registers under Section 12(b) of the Securities Exchange Act of 1934 the common stock of Delta Air Lines, Inc. (the “Company”). The Company’s currently outstanding common stock has a par value of $0.01 per share and was issued under, and described in, the Company’s current Certificate of Incorporation (the “Old Certificate”) filed with the State of Delaware and is also governed by the Company’s By-Laws (the “Old By-Laws”). Following the Company’s emergence from Chapter 11 bankruptcy proceedings, the common stock issued under the Old Certificate will be cancelled, and the Company will issue new shares of common stock, with a par value of $0.0001 per share, pursuant to the Company’s Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code (the “Plan”). This new common stock will be governed by the Company’s Amended and Restated Certificate of Incorporation (the “New Certificate”) filed by the Company with the State of Delaware and its By-Laws (the “New Bylaws”), both of which will become effective upon the Company’s emergence from Chapter 11 bankruptcy proceedings. Once the New Certificate and New Bylaws become effective, the Old Certificate and the Old By-Laws will no longer be operative.

In this registration statement, the Old Certificate and the New Certificate are together referred to as the “Certificates”.

Description of Capital Stock

The following statements relating to the Company’s capital stock do not purport to be complete, and are subject to, and are qualified in their entirety by the full terms of the capital stock, as set forth in the Exhibits to this registration statement which are incorporated by reference in this Item 1.

Information Pertaining to the Capital Stock under the Old Certificate and the New Certificate

Common Stock

Subject to the rights of the holders of any shares of preferred stock that may at the time be outstanding (as further described below), record holders of common stock are entitled to such dividends as the board of directors may declare. Holders of common stock are entitled to one vote for each share held in their name on all matters submitted to a vote of shareowners and do not have preemptive rights or cumulative voting rights.

Holders of common stock are not subject to further calls or assessments as a result of their holding shares of common stock. In July 2003, the Company’s board of directors suspended indefinitely the payment of quarterly cash dividends on the common stock. The Company is currently prohibited from paying dividends on the capital stock due to restrictions under Delaware law and pursuant to certain financing agreements.

Delta, like all companies operating under bankruptcy protection, during its Chapter 11 proceedings is specifically required by federal law to comply with applicable state law. Delaware law provides that a company may pay dividends only (1) out of “surplus,” which is generally defined as the excess of the company’s net assets over the aggregate par value of its issued stock; or (2) from its net profits for the fiscal year in which the dividend is paid or the preceding fiscal year. At December 31, 2006, the Company had a negative “surplus” and did not meet the net profits test.

If the Company is liquidated, the holders of shares of common stock are entitled to share ratably in the distribution remaining after payment of debts and expenses and of the amounts to be paid on liquidation to the holders of shares of preferred stock.

No personal liability will attach to holders under the laws of the State of Delaware (the Company’s state of incorporation) or of the State of Georgia (the state in which the Company’s principal place of business is located).

Wells Fargo Bank, N.A. is the registrar and transfer agent for the common stock.

Preferred Stock

The preferred stock may be issued in one or more series, and the board of directors of the Company is expressly authorized (i) to fix the descriptions, powers (including voting powers), preferences, rights, qualifications, limitations and restrictions with respect to any series of preferred stock and (ii) to specify the number of shares of any series of preferred stock. Thus, without shareowner approval, the board of directors of the Company could authorize the issuance of preferred stock with voting, conversion and other rights that could dilute the voting power and other rights of the holders of common stock.

Limitations on Directors’ Liability

Delaware law permits a corporation to eliminate the personal liability of its directors to the corporation or to any of its shareowners for monetary damages for a breach of fiduciary duty as a director, except (i) for breach of the director’s duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases or (iv) for any transaction from which the director derived an improper personal benefit. The Certificates provide for such limitation of liability.

This provision offers persons who serve on the Company’s board of directors protection against awards of monetary damages resulting from certain breaches of their fiduciary duty and limits the Company’s ability or the ability of one of the Company’s shareowners to prosecute an action against a director for a breach of fiduciary duty.

Indemnification of Directors and Officers

The Certificates provide that the Company will indemnify any of its directors, officers or employees to the fullest extent permitted by the General Corporation Law of the State of Delaware against all expenses, liability and loss incurred in connection with any action, suit or proceeding in which any such person may be involved by reason of the fact that he or she is or was the Company’s director, officer or employee. The Company carries insurance policies in standard form indemnifying the Company’s directors and officers against liabilities arising from certain acts performed by them in their capacities as the Company’s directors and officers. These policies also indemnify the Company for any sums it may be required or permitted to pay by law to its directors and officers as indemnification for expenses they may have incurred.

Anti-Takeover Effects of Delaware Law

The Company is subject to the “business combination” provisions of Section 203 of Delaware law. In general, such provisions prohibit a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless

prior to the date the interested stockholder obtained such status, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of shareowners by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to an interested stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire the Company even though such a transaction may offer the Company’s shareowners the opportunity to sell their stock at a price above the prevailing market price.

Additional Terms of Capital Stock Under the Old Certificate

General

The Company’s Old Certificate authorizes a total of 920,000,000 shares of capital stock, of which 900,000,000 may be shares of common stock and 20,000,000 may be shares of preferred stock.

Business Combination Provisions

In addition to the provisions of Section 203 of Delaware law described above, the Old Certificate also provides that any “Business Combination” involving the Company and a person (other than the Company or any subsidiary or employee benefit plan of the Company) who beneficially owns 10% or more of the Company’s voting stock, referred to as a Related Person, must be approved by (i) the holders of at least 75% of the votes entitled to be cast by the holders of the Company’s capital stock entitled to vote generally on the election of directors and (ii) a majority of the votes entitled to be cast by the holders of such voting stock, excluding stock beneficially owned by such Related Person, referred to as the Voting Requirement. The Voting Requirement does not apply if the Business Combination is approved by a majority of Continuing Directors (as defined), or complies with certain minimum price, form of consideration and other requirements. The Old Certificate defines Business Combination to include, among other things, (i) any merger or consolidation of the Company with, into or for the benefit of a Related Person; (ii) the sale by the Company of assets or securities to a Related Person, or any other arrangement with or for the benefit of a Related Person, which involves assets or securities valued at an amount equal to at least $15 million; (iii) the acquisition by the Company of assets or securities of a Related Person valued at an amount equal to at least $15 million; or (iv) the adoption of any plan for the liquidation or dissolution of the Company. Some of the Business Combinations to which the Voting Requirement would apply would not normally require stockholder approval under Delaware law. This provision of the Old Certificate cannot be amended, altered or repealed except by a vote similar to the Voting Requirement.

Additional Terms of Capital Stock Under the New Certificate

General

The Company’s New Certificate authorizes a total of 2,000,000,000 shares of capital stock, of which 1,500,000,000 may be shares of common stock and 500,000,000 may be shares of preferred stock.

Transfer Restrictions

The New Certificate provides that, except as may otherwise be agreed to by the Company’s board of directors, any attempted transfer of the common stock prior to the expiration of two years after the effective date of the Plan will be prohibited and void if such transfer would cause the percentage of common stock that such transferee or any other person owns or would be treated as owning (applying specific computational rules) to increase to 4.95% or above, or where the transfer would cause an increase in such ownership percentage from 4.95% or above to a greater ownership percentage.

The New Certificate also contains similar provisions restricting the ability of persons who own or would be treated as owning 5% or more of the outstanding common stock (applying specific computational rules) to dispose of their shares without consent of the Company’s board of directors during the term of the transfer restrictions.

The New Certificate provides that these restrictions are subject to an extension of up to three years if the Company’s board of directors determines in its reasonable discretion that such extension is necessary to preserve the value of the Company’s net operating losses under section 382 of the Internal Revenue Code.

Foreign Ownership Limitation

The New Certificate limits the total number of shares of equity securities held by all persons who fail to qualify as citizens of the United States to no more than 24.9% of the voting power of the Company’s outstanding equity securities. In the event that this threshold is exceeded, the number of votes such holders will be entitled to vote shall be reduced pro rata by such amount so that their aggregate voting power equals this threshold amount.

The New Certificate provides that the Company may require a certification from holders of its common stock as to the amount of equity securities held by holders who are not citizens of the United States.

Item 2. Exhibits

Exhibit Number		Description
1.		Certificate of Incorporation of Delta Air Lines, Inc. (referred to in Item 1. as the “Old Certificate”) *
2.		By-Laws of Delta Air Lines, Inc. (referred to in Item 1. as the “Old By-Laws”) **
3.		Amended and Restated Certificate of Incorporation of Delta Air Lines, Inc. (referred to in Item 1. as the “New Certificate”) ***
4.		Bylaws of Delta Air Lines, Inc. (referred to in Item 1. as the “New Bylaws”) ***

*	Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, File No. 001-05424, as filed on May 23, 2005.

**	Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, File No. 001-05424, as filed on May 23, 2005.

***	Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


	Delta Air Lines, Inc.

	By:	/s/ Leslie P. Klemperer
		Name: Leslie P. Klemperer Title: Secretary

Date: April 25, 2007

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

DELTA AIR LINES, INC.

The name of the Corporation is Delta Air Lines, Inc. (the “ Corporation ” ). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on March 16, 1967, and the original name of the Corporation was Delaware Air Lines, Inc. In accordance with Sections 242, 245 and 303 of the Delaware General Corporation Law of the State of Delaware (the “ Delaware General Corporation Law ”), the original Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE ONE

Name

The name of the Corporation is Delta Air Lines, Inc.

ARTICLE TWO

Registered Office

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

Purpose

The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE FOUR

Capital Stock

Section 1 . Authorized Shares . The total number of shares of all classes of stock that the Corporation is authorized to issue is 2,000,000,000 consisting of 1,500,000,000 shares of common stock with a par value of $0.0001 per share and 500,000,000 shares of preferred stock with a par value of $0.0001 per share.

Section 2 . Common Stock .

(a) Except as otherwise provided by the Delaware General Corporation Law or this Amended and Restated Certificate of Incorporation, the holders of common stock, subject to the rights of holders of any series of preferred stock, shall share ratably in all dividends, as may from time to time be declared by the Board of Directors of the Corporation in respect of the common stock out of funds legally available for the payment thereof and payable in cash, stock or otherwise, and in all other distributions (including, without limitation, the dissolution, liquidation and winding up of the Corporation), whether in respect of liquidation or dissolution (voluntary or involuntary) or otherwise, after payment of all liabilities and liquidation preference on any outstanding preferred stock.

(b) Except as otherwise provided by the Delaware General Corporation Law or this Amended and Restated Certificate of Incorporation and subject to the rights of holders of any series of preferred stock, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the common stock, and each holder of common stock shall have one vote for each share held by such holder on all matters voted upon by the stockholders of the Corporation.

Section 3 . Preferred Stock . The preferred stock may be issued in one or more series, and the Board of Directors of the Corporation is expressly authorized (i) to fix the descriptions, powers (including voting powers), preferences, rights, qualifications, limitations, and restrictions with respect to any series of preferred stock and (ii) to specify the number of shares of any series of preferred stock.

Section 4 . Preemptive Rights . Except as otherwise provided in this Amended and Restated Certificate of Incorporation, no holder of any class or series of stock of the Corporation shall have any preemptive rights (as such) with respect to any class or series of stock or any other capital stock of the Corporation, or to any obligations convertible (directly or indirectly) into capital stock of the Corporation, whether now or hereafter authorized.

ARTICLE FIVE

Bylaws

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter, or repeal the bylaws of the Corporation.

ARTICLE SIX

Directors

Section 1. Number and Term of Office .

(a) The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than five (5) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the Whole Board. For purposes of this Certificate, “ Whole Board ” shall mean the total number of directors of the Corporation, as set by the Board of Directors pursuant to Section 1(a), which the Corporation would have if there were no vacancies.

(b) Directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified, or until their earlier death, disqualification, resignation or removal.

Section 2. No Written Ballot . Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

ARTICLE SEVEN

Limitation of Liability; Indemnification

Section 1 . Limitation of Liability . To the fullest extent permitted by Delaware law, as amended or interpreted, no director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the provisions of this Article Seven by the stockholders of the Corporation shall not adversely affect any right or protection of any director existing at the time of such repeal or modification.

Section 2 . Indemnification . Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise) in any threatened, pending, or completed action, suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other threatened, pending or completed proceeding, including any and all appeals, whether civil, criminal, administrative, or investigative (hereinafter a “ Proceeding ”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, or employee of the Corporation ( including service with respect to employee benefit plans) or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, employee, or agent (hereafter an “ Indemnitee ”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted, against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Indemnitee as a result of the actual or deemed receipt of any payments under this Article) actually or reasonably incurred by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “ Expenses ”); provided, however, that except as to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any Indemnitee seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 3 . Advancement of Expenses . Expenses incurred by an Indemnitee in defending a Proceeding shall be paid to the fullest extent not prohibited by law by the Corporation in advance of the final disposition of such Proceeding. Expenses shall be advanced only upon delivery to the Corporation of an undertaking, by or on behalf of an Indemnitee, to repay such Expenses if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article Seven or otherwise. Notwithstanding anything to the contrary herein, the Corporation shall not be obligated to pay to an Indemnitee in advance of the final disposition of a Proceeding, except as to Proceedings to enforce rights to advancement, Expenses relating to a Proceeding (or part thereof) instituted against the Corporation by such Indemnitee.

Section 4 . Not Exclusive Remedy . The rights to indemnification and to the advancement of Expenses conferred on any Indemnitee in this Article Seven shall not be exclusive of any other rights that such Indemnitee may have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, provision of the bylaws of the Corporation, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 5 . Contract Rights . The rights conferred upon Indemnitees in this Article Seven shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, or employee of the Corporation and shall inure to the benefit of the Indemnitee's heirs, executors and administrators.

ARTICLE EIGHT

Stockholder Action

Any action required or permitted to be taken by the stockholders of the Corporation may be effected at a duly called annual or special meeting of stockholders of the Corporation or without a meeting, without prior notice and without a vote, if a consent or consents in writing or in electronic transmission or transmissions, setting forth the actions so taken, shall be executed by all of the holders of outstanding stock that would be entitled to vote on such action at a properly called meeting.

ARTICLE NINE

Amendment of Certificate of Incorporation

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE TEN

Non-Voting Securities

The Corporation shall not issue any class of non-voting equity securities until and unless a majority of the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation for such prohibition to be effective. The Corporation shall publicly disclose such determination within a reasonable time after any such determination.

ARTICLE ELEVEN

Limit on Voting Power

Section 1 . Non-Citizen Voting Limitation . All (i) capital stock of, or other equity interests in, the Corporation, (ii) securities convertible into or exchangeable for shares of capital stock, voting securities or other equity interests in the Corporation, and (iii) options, warrants or other rights to acquire the securities described in clauses (i) and (ii), whether fixed or contingent, matured or unmatured, contractual, legal, equitable or otherwise (collectively, “ Equity Securities ”) shall be subject to the following limitations:

(a) Non-Citizen Voting Limitation. In no event shall the total number of shares of Equity Securities held by all Persons (as defined below) who fail to qualify as a “citizen of the United States,” as the term is used in Section 40102(a)(15) of Title 49 of the United States Code, in any similar legislation of the United States enacted in substitution or replacement therefor, and as interpreted by the Department of Transportation (a “ U.S. Citizen ”), be entitled to be more than 24.9% (or such other maximum percentage as such Section or substitute or replacement legislation shall hereafter provide) of the aggregate votes of all outstanding Equity Securities (the “ Cap Amount ”). In the event the total number of Equity Securities held by Persons who fail to qualify as a U.S. Citizen would otherwise entitle such holders to vote more than the Cap Amount, then the number of votes such holders shall be entitled to vote with respect to all Equity Securities held by such holders shall be reduced by such amount such that the total number of votes such holders of Equity Securities shall be entitled to vote shall equal the Cap Amount.

(b) Allocation of Cap Amounts. The restrictions imposed by the Cap Amount shall be applied pro rata among the holders of Equity Securities who fail to qualify as U.S. Citizens based on the number of votes to which the underlying Equity Securities are entitled.

Section 2 . Legends . Each certificate, notice or other representative document for Equity Securities (including each such certificate, notice or representative document for Equity Securities issued upon any permitted transfer of Equity Securities) shall contain a legend in substantially the following form:

“The [type of Equity Securities] represented by this [certificate/notice/representative document] are subject to voting restrictions with respect to [shares/warrants, etc.] held by persons or entities that fail to qualify as “citizens of the United States” as the term is defined used in Section 40102(a)(15) of Title 49 of the United States Code. Such voting restrictions are contained in the Amended and Restated Certificate of Incorporation of Delta Air Lines, Inc., as the same may be amended or restated from time to time. A complete and correct copy of the Amended and Restated Certificate shall be furnished free of charge to the holder of such shares of [type of Equity Securities] upon written request to the Secretary of the Corporation.”

Section 3 . Beneficial Ownership Inquiry .

(a) The Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders of the Corporation in connection with the annual meeting (or any special meeting) of the stockholders of the Corporation, or otherwise) require any person or entity of any nature whatsoever, specifically including an individual, corporation, limited liability company, partnership, trust or other entity (a “ Person ”) that is a holder of record of Equity Securities or that the Corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Equity Securities to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot by such Person) that, to the knowledge of such Person:

(i) all Equity Securities as to which such Person has record ownership or Beneficial Ownership are owned and controlled only by U.S. Citizens; or

(ii) the number and class or series of Equity Securities owned of record or that are Beneficially Owned by such Person that are owned or controlled by Persons who are not U.S. Citizens are as set forth in such certification.

“ Beneficial Ownership ” and “ Beneficially Owned ” as used herein refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(l)(i) thereof) under the United States Securities Exchange Act of 1934, as amended (the “ 1934 Act ”).

(b) With respect to any Equity Securities identified by such Person in response to Section 3(a)(ii) of this Article Eleven, the Corporation may require such Person to provide such further information as the Corporation may reasonably require in order to implement the provisions of this Article Eleven.

Section 4 . Board Authority . A majority of the Board of Directors shall have the exclusive power to determine all matters necessary to determine compliance with this Article Eleven, and the good faith determination of a majority of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article Eleven.

ARTICLE TWELVE

Ownership Limit

Section 1 . Certain Definitions . For purposes of this Article Twelve, the following terms shall have the meanings indicated:

“ affiliate ” and “ associate ” shall have the meanings set forth in Rule 12b-2 under the 1934 Act;

“ Code ” means the Internal Revenue Code of 1986, as amended;

“ Entity ” means an “entity” as defined in Treasury Regulation § 1.382-3(a);

“ Expiration Date ” means May 1, 2009, unless extended in accordance with Section 2(c) of this Article Twelve;

“ Five-Percent Stockholder ” means an individual or Entity whose Ownership Interest Percentage is greater than or equal to 5%;

“ Investment Company ” means an investment company registered under the Investment Company Act of 1940;

“ Ownership Interest Percentage ” means, as of any determination date, the percentage of the Corporation’s issued and outstanding Stock (not including treasury shares or shares subject to vesting) that an individual or Entity would be treated as owning for purposes of Section 382 of the Code, applying the following rules: (i) in the event that such individual or Entity, or any affiliate of such individual or Entity, owns or is party to an “option” (within the meaning of Treasury Regulation § 1.382-4) with respect to Stock (including, for the avoidance of doubt, any cash-settled derivative contract that gives such individual or Entity a “long” exposure with respect to Stock), such individual, Entity or affiliate should be treated as owning an amount of Stock equal to the number of shares referenced by such “option” and (ii) for purposes of applying Treasury Regulation § 1.382-2T(k)(2), the Corporation shall be treated as having “actual knowledge” of the beneficial ownership of all outstanding shares of Stock that would be attributed to any such individual or Entity;

“ PBGC ” means Pension Benefit Guaranty Corporation or any successor by statute thereto ;

“ Prohibited Transfer ” means any purported transfer of Stock to the extent that such transfer is prohibited under this Article Twelve;

“ Related Party Request ” means, with respect to any request, a request to approve a proposed transfer in which the proposed transferor or the proposed transferee is, with respect to such request, a proposed transferor, a proposed transferee or an affiliate of either;

“ Stock ” means the 1,500,000,000 shares of common stock of the Corporation authorized pursuant to this Certificate of Incorporation;

“ Tax Benefit ” means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any potential loss or deduction attributable to an existing “net unrealized built-in loss” within the meaning of Section 382 of the Code, of the Corporation or any direct or indirect subsidiary thereof; and

“ transfer ” refers to any means of conveying record, beneficial or tax ownership (applying, in the case of tax ownership, applicable attribution rules for purposes of Section 382 of the Code) of Stock, whether such means is direct or indirect, voluntary or involuntary, and “ transferee ” means any Person to whom any such security is transferred.

Section 2 . Transfer Restrictions . Solely for the purpose of permitting the utilization of the Tax Benefits to which the Corporation (or any other member of the consolidated group of which the Corporation is common parent for federal income tax purposes) is or may be entitled pursuant to the Code and the regulations thereunder, the following restrictions shall apply until the Expiration Date, unless the Board of Directors has waived such restrictions in respect of all transfers in accordance with Section 7 below:

(a) From and after April 25, 2007, except as otherwise provided in this subparagraph (a), no individual or Entity other than the Corporation or the PBGC shall, except as provided in Section 3(a) below, transfer to any individual or Entity any direct or indirect interest in any Stock to the extent that such transfer, if effective, would cause the Ownership Interest Percentage of the transferee or any other Entity or individual to increase to 4.95 percent (4.95%) or above, or from 4.95% or above to a greater Ownership Interest Percentage ; provided , however , that if such Stock would be beneficially owned by an Investment Company following such transfer, such transfer shall not be prohibited unless the Entity or individual whose Ownership Interest Percentage would so increase is a beneficial owner of such Stock following such transfer. Nothing in this Article Twelve shall preclude the settlement of any transaction with respect to the Stock entered into through the facilities of the New York Stock Exchange, Inc. or any other national securities exchange; provided , however , that the securities involved in such transaction, and the Purported Acquiror (as defined below) thereof, shall remain subject to the provisions of this Article Twelve in respect of such transaction. Unless a transferor has actual knowledge that a transfer by it is prohibited by this subparagraph (a), i) such transferor shall have no liability whatsoever to the Corporation in respect of any losses or damages suffered by the Corporation as a result of such transfer and the Corporation shall have no cause of action or rights against such transferor in respect of such losses or damages, ii) such transferor shall have no liability whatsoever to the respective transferee in respect of any losses or damages suffered by such transferee by virtue of the operation of this Article Twelve and iii) such transferee shall have no cause of action or rights against the transferor in respect of such losses or damages, including, without limitation, for breach of warranty of the transferor implied by applicable law as to the effectiveness and rightfulness of the transfer.

(b) From and after April 25, 2007, except as otherwise provided in this subparagraph (b), no Five-Percent Stockholder shall, except as provided in Section 3(b) below, transfer to any individual or Entity any direct or indirect interest in any Stock owned by such Five-Percent Stockholder without the prior approval of the Board of Directors. Nothing in this Article Twelve shall preclude the settlement of any transaction with respect to the Stock entered into through the facilities of the New York Stock Exchange, Inc. or any other national securities exchange; provided , however , that the transferor of Stock in violation of the preceding sentence shall remain subject to the provisions of this Article Twelve in respect of such transaction and liable to the Corporation for any damages incurred as a result of such transfer. Unless a transferee has actual knowledge that a transfer to it is prohibited by this subparagraph (b), such transferee shall

have no liability whatsoever to the Corporation or such Five-Percent Stockholder in respect of any losses or damages suffered by the Corporation or such Five-Percent Stockholder as a result of such transfer and neither the Corporation nor such Five-Percent Stockholder shall have any cause of action or rights against such transferee in respect of such losses or damages. Notwithstanding the foregoing, the transfer restrictions described in this subparagraph (b) shall not apply to the transfer of any direct or indirect interest in any Stock by the PBGC, the Delta Family-Care Savings Plan or any other qualified plan for the employees of the Corporation or any of its subsidiaries.

(c) The Expiration Date is subject to extension for up to three (3) additional years ( i.e. , until May 1, 2012) if the Board of Directors determines in its reasonable discretion that the extension of the transfer restrictions provided in subparagraphs (a) and (b) of this Section 2 is necessary to preserve the value of the Tax Benefits to which the Corporation (or any other member of the consolidated group of which the Corporation is common parent for federal income tax purposes) is or may be entitled pursuant to the Code and the regulations thereunder.

Section 3 . Permitted Transfers .

(a) Any transfer of Stock that would otherwise be prohibited pursuant to Section 2(a) of this Article Twelve shall nonetheless be permitted if iv) prior to such transfer being consummated (or, in the case of an involuntary transfer, as soon as practicable after the transaction is consummated), the Board of Directors, in its sole discretion, approves the transfer (such approval may relate to a transfer or series of identified transfers), v) such transfer is pursuant to any transaction, including, but not limited to, a merger or consolidation, in which all holders of Stock receive, or are offered the same opportunity to receive, cash or other consideration for all such Stock, and upon the consummation of which the acquiror will own at least a majority of the outstanding shares of Stock or vi) such transfer is a transfer by the Corporation to an underwriter for distribution in a public offering; provided , however , that transfers by such underwriter to purchasers in such offering remain subject to this Article Twelve. In determining whether to approve a proposed transfer pursuant to (i) of this subparagraph (a), the Board of Directors may, in its discretion, require (at the expense of the transferor and/or transferee) an opinion of counsel selected by the Board of Directors that the transfer will not result in the application of any limitation pursuant to Section 382 of the Code on the use of the Tax Benefits.

(b) Any transfer of Stock that would otherwise be prohibited pursuant to Section 2(b) of this Article Twelve shall nonetheless be permitted if vii) prior to such transfer being consummated (or, in the case of an involuntary transfer, as soon as practicable after the transaction is consummated), the Board of Directors, in its discretion, approves the transfer (such approval may relate to a transfer or series of identified transfers) or viii) such transfer is pursuant to any transaction, including, but not limited to, a merger or consolidation, in which all holders of Stock receive, or are offered the same opportunity to receive, cash or other consideration for all such Stock, and upon the consummation of which the acquiror will own at least a majority of the outstanding shares of Stock. In determining whether to approve a proposed transfer pursuant to (i) of this subparagraph (b) , the Board of Directors may, in its discretion, require (at the expense of the transferor and/or transferee) an opinion of counsel selected by the Board of Directors that the transfer will not result in the application of any limitation pursuant to Section

382 of the Code on the use of the Tax Benefits. In the case of a proposed transfer by a Five-Percent Stockholder pursuant to this subparagraph (b) , the Board of Directors will not unreasonably withhold approval of a proposed transfer that is structured in a manner that the Board of Directors determines, in its reasonable judgment, minimizes the “owner shift” required to be taken into account for purposes of Section 382 of the Code as a result of such transfer and any subsequent transfers by the transferor and its affiliates. In assessing whether proposed transfers are so structured, the Board of Directors will apply the Treasury Regulations under Section 382 of the Code, including but not limited to Treasury Regulations Sections 1.382-2T(g)(5) and 1.382-2T(k). For the avoidance of doubt, the Board of Directors may withhold approval of any proposed transfer that it determines will result in a material risk that any limitation pursuant to Section 382 of the Code will be imposed on the utilization of the Tax Benefits.

(c) The Board of Directors may exercise the authority granted by this Section 3 through duly authorized officers or agents of the Corporation. The Board of Directors may establish a committee to determine whether to approve a proposed transfer or for any other purpose relating to this Article Twelve. As a condition to the Corporation’s consideration of a request to approve a proposed transfer, the Board of Directors may require the transferor and/or transferee to reimburse or agree to reimburse the Corporation, on demand, for all costs and expenses incurred by the Corporation with respect to such proposed transfer (“ Transfer Costs ”), including, without limitation, the Corporation’s costs and expenses incurred in determining whether to authorize such proposed transfer.

Section 4 . Treatment of Prohibited Transfers . Unless the transfer is permitted as provided in Section 3 of this Article Twelve, any attempted transfer of Stock in excess of the Stock that could be transferred to the transferee without restriction under Section 2(a) of this Article Twelve shall not be effective to transfer ownership of such excess Stock (the “ Prohibited Shares ”) to the purported acquiror thereof (the “ Purported Acquiror ”), who shall not be entitled to any rights as a shareholder of the Corporation with respect to such Prohibited Shares (including, without limitation, the right to vote or to receive dividends with respect thereto). For the sake of clarity, if the PBGC, the Delta Family-Care Savings Plan or any other qualified plan for the employees of the Corporation or any of its subsidiaries transfers, directly or indirectly, any such Prohibited Shares, the PBGC, the Delta Family-Care Savings Plan or such qualified plan, as the case may be, shall not be required to disgorge, and shall be permitted to retain for its own account, any proceeds of such transfer, and shall have no further rights, responsibilities, obligations or liabilities with respect to such Prohibited Shares.

(a) Upon demand by the Corporation, the Purported Acquiror shall transfer any certificate or other evidence of purported ownership of Prohibited Shares within the Purported Acquiror’s possession or control, along with any dividends or other distributions paid by the Corporation with respect to any Prohibited Shares that were received by the Purported Acquiror (the “ Prohibited Distributions ”), to such Person as the Corporation shall designate to act as transfer agent for such Prohibited Shares (the “ Agent ”). If the Purported Acquiror has sold any Prohibited Shares to an unrelated party in an arm’s-length transaction after purportedly acquiring them, the Purported Acquiror shall be deemed to have sold such Prohibited Shares for the Agent, and in lieu of transferring such Prohibited Shares (and Prohibited Distributions with respect thereto) to the Agent shall transfer to the Agent any such Prohibited Distributions and the

proceeds of such sale (the “ Resale Proceeds ”) except to the extent that the Agent grants written permission to the Purported Acquiror to retain a portion of such Resale Proceeds not exceeding the amount that would have been payable by the Agent to the Purported Acquiror pursuant to subparagraph (b) below if such Prohibited Shares had been sold by the Agent rather than by the Purported Acquiror. Any purported transfer of Prohibited Shares by the Purported Acquiror other than a transfer described in one of the first two sentences of this subparagraph (a) shall not be effective to transfer any ownership of such Prohibited Shares.

(b) The Agent shall sell in one or more arm’s-length transactions (through the New York Stock Exchange, if possible) any Prohibited Shares transferred to the Agent by the Purported Acquiror, and the proceeds of such sale (the “ Sales Proceeds ”), or the Resale Proceeds, if applicable, shall be used to pay the expenses of the Agent in connection with its duties under this Section 4 with respect to such Prohibited Shares, and any excess shall be allocated to the Purported Acquiror up to the following amount: ix) where applicable, the purported purchase price paid or value of consideration surrendered by the Purported Acquiror for such Prohibited Shares, and x) where the purported transfer of Prohibited Shares to the Purported Acquiror was by gift, inheritance, or any similar purported transfer, the fair market value (as determined in good faith by the Board of Directors) of such Prohibited Shares at the time of such purported transfer. Subject to the succeeding provisions of this subparagraph, any Resale Proceeds or Sales Proceeds in excess of the amount allocable to the Purported Acquiror pursuant to the preceding sentence, together with any Prohibited Distributions, shall be transferred to an entity described in Section 501(c)(3) of the Code and selected by the Board of Directors or its designee; provided, however, that if the Prohibited Shares (including any Prohibited Shares arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales), represent a 4.95% or greater Ownership Interest Percentage, then any such remaining amounts to the extent attributable to the disposition of the portion of such Prohibited Shares exceeding a 4.94% Ownership Interest Percentage shall be paid to two or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors. In no event shall any such amounts described in the preceding sentence inure to the benefit of the Corporation or the Agent, but such amounts may be used to cover expenses incurred by the Agent in connection with its duties under this paragraph (b) with respect to the related Prohibited Shares. Notwithstanding anything in this Article Twelve to the contrary, the Corporation shall at all times be entitled to make application to any court of equitable jurisdiction within the State of Delaware for an adjudication of the respective rights and interests of any Person in and to any Sale Proceeds, Resale Proceeds and Prohibited Distributions pursuant to this Article Twelve and applicable law and for leave to pay such amounts into such court.

(c) Within thirty (30) business days of learning of a purported transfer of Prohibited Shares to a Purported Acquiror, the Corporation through its Secretary shall demand that the Purported Acquiror surrender to the Agent the certificates representing the Prohibited Shares, or any Resale Proceeds, and any Prohibited Distributions, and if such surrender is not made by the Purported Acquiror the Corporation may institute legal proceedings to compel such transfer; provided , however , that nothing in this paragraph (c) shall preclude the Corporation in its discretion from immediately bringing legal proceedings without a prior demand, and provided further that failure of the Corporation to act within the time periods set out in this paragraph (c) shall not constitute a waiver of any right of the Corporation to compel any transfer required by subparagraph (a) of this Section 4.

(d) Upon a determination by the Corporation that there has been or is threatened a purported transfer of Prohibited Shares to a Purported Acquiror, the Corporation may take such action in addition to any action permitted by the preceding paragraph as it deems advisable to give effect to the provisions of this Article Twelve, including, without limitation, refusing to give effect on the books of this Corporation to such purported transfer or instituting proceedings to enjoin such purported transfer. For the sake of clarity, however, any transfer by the PBGC, the Delta Family-Care Savings Plan or any other qualified plan for the employees of the Corporation or any of its subsidiaries shall not be subject to the restrictions contained in Section 2(b) herein and thus the Corporation shall not refuse to give effect to any such transfer or institute proceedings to enjoin such purported transfer.

Section 5 . Transferee Information . The Corporation may require as a condition to the approval of the transfer of any shares of its Stock that the proposed transferee furnish to the Corporation all information reasonably requested by the Corporation and reasonably available to the proposed transferee and its affiliates with respect to the direct or indirect ownership interests of the proposed transferee (and of Persons to whom ownership interests of the proposed transferee would be attributed for purposes of Section 382 of the Code) in Stock or other options or rights to acquire Stock.

Section 6 . Legend on Certificates . All certificates evidencing ownership of shares of Stock that are subject to the restrictions on transfer contained in this Article Twelve shall bear a conspicuous legend referencing the restrictions set forth in this Article Twelve. For the avoidance of doubt, no certificates issued to the PBGC, the Delta Family-Care Savings Plan or any other qualified plan for the employees of the Corporation or any of its subsidiaries shall bear a legend to the effect that the restrictions on transfer contained in this Article Twelve shall apply to the PBGC, the Delta Family-Care Savings Plan or any other qualified plan for the employees of the Corporation or any of its subsidiaries.

Section 7 . Waiver of Article Twelve . The Board of Directors may, at any time prior to the Expiration Date, waive this Article Twelve in respect of one or more classes of transfers or in respect of all transfers, provided that the Board of Directors determines (a) that there is no reasonable likelihood that such waiver will create or increase a material risk that limitations pursuant to Section 382 of the Code will be imposed on the utilization of the Tax Benefits, either at the time of waiver or a reasonable time thereafter, or (b) that the benefits to the shareholders of the Corporation as a whole of so waiving the provisions hereof are sufficient to permit such waiver notwithstanding the likely detriment to the shareholders as a whole of the limitations referred to in (a). Any such determination to waive this Article Twelve in respect of all transfers shall be filed with the Secretary of the Corporation and mailed by the Secretary to all stockholders of this Corporation within ten days after the date of such determination.

Section 8 . Board Authority . The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this Article Twelve, including, without limitation, the identification of five-percent shareholders with respect to the Corporation within the meaning of Section 382 of the Code and the regulations thereunder; the ownership shifts, within the meaning of Section 382 of the Code, that have previously taken place; the magnitude of the ownership shift that would result from the proposed transaction; the effect of any reasonably foreseeable transactions by the Corporation or any other Person (including any

transfer of Stock that the Corporation has no power to prevent, without regard to any knowledge on the part of the Corporation as to the likelihood of such transfer); the possible effects of an ownership change within the meaning of Section 382 of the Code and any other matters which the Board of Directors determines to be relevant. Moreover, the Corporation and the Board of Directors shall be entitled to rely in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, or the chief accounting officer of the Corporation or of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers, and other employees and agents in making the determinations and findings contemplated by this Article Twelve to the fullest extent permitted by law. Any determination by the Board of Directors pursuant to this Article Twelve shall be conclusive.

If any provision of this Article Twelve or any application of such provision is determined to be invalid by any federal or state court having jurisdiction over the issue, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

The effective time of this Amended and Restated Certificate of Incorporation is 12:03 a.m. on April 30, 2007.

IN WITNESS WHEREOF, we have executed and attested this Amended and Restated Certificate of Incorporation this 25th day of April, 2007 in accordance with Section 303 of the Delaware General Corporation Law.

	By:


	/s/ Leslie P. Klemperer
	Leslie P. Klemperer
	Vice President and Secretary

DELTA AIR LINES, INC.

As Adopted to be Effective on

Under the Laws of

TABLE OF CONTENTS

Article	Section	Subject	Page
I	Offices		1
	1	Registered Office	1
	2	Other Offices	1

II	Stockholders’ Meetings		1
	1	Place of Meetings	1
	2	Annual Meetings	1
	3	Special Meetings	1
	4	Notice of Meetings	2
	5	Quorum, Adjournment and Voting	2
	6	Voting Rights and Proxies	3
	7	List of Stockholders	3
	8	Nominations; Stockholder Meetings	4

III	Directors		7
	1	Number and Term of Office	7
	2	Powers	7
	3	Vacancies	8
	4	Resignations and Removals	8
	5	Meetings	8
	6	Quorum and Voting	8
	7	Action Without Meeting	9
	8	Fees and Compensation	9
	9	Chairman of the Board	9
	10	Committees	9
	11	Emergency Bylaws	10

IV	Officers		10
	1	Officers Designated	10
	2	Tenure, Succession and Duties of Officers	11

V	Execution of Corporate Instruments, and Voting Securities Owned by the Corporation		11
	1	Execution of Corporate Instruments	11
	2	Execution of Voting of Securities Owned by Corporation	12

VI	Shares of Stock		12
	1	Form and Execution of Certificates	12
	2	Lost Certificates	13
	3	Transfers	13
	4	Fixing Record Dates	13
	5	Registered Stockholders	14

VII	Other Securities of the Corporation		14

VIII	Corporate Seal		14

Article	Section	Subject	Page
IX	Indemnification of Directors, Officers, Employees and Agents		15
	1	Right to Indemnification	15
	2	Authority to Advance Expenses	15
	3	Procedure for Operating Indemnification and Advancement	16
	4	Right of Indemnitees to Bring Suit	16
	5	Provisions Nonexclusive	17
	6	Authority to Insure	17
	7	Survival of Rights	17
	8	Settlement of Claims	17
	9	Effect of Amendment	17
	10	Subrogation	17
	11	No Duplication of Payments	17
	12	Merger or Consolidation	18
	13	Severability	18

X	Notices		18

XI	Amendments		20

XII	Electronic Transmission		20

XIII	Adoption or Extension of Shareholder Rights Plan		20

DELTA AIR LINES, INC.

(Adopted to be effective as of April 30, 2007)

Section 1. Registered Office.

The corporation shall maintain a registered office in the State of Delaware.

Section 2. Other Offices.

The corporation shall also have and maintain an office or principal place of business at Hartsfield-Jackson Atlanta International Airport, 1030 Delta Boulevard, City of Atlanta, County of Fulton, State of Georgia, and may also have offices at such other places, both inside and outside the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

Stockholders' Meetings

Section 1. Place of Meetings.

Meetings of the stockholders of the corporation shall be held at such place, either inside or outside the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 of Article I hereof.

Section 2. Annual Meetings.

The annual meetings of the stockholders of the corporation for the purpose of election of directors, and for such other business as may properly and lawfully come before them, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

Section 3. Special Meetings.

Except as otherwise required by applicable law or as provided in the corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended or restated from time to time (the “ Certificate of Incorporation ”), special meetings of the stockholders of the corporation may be called, for any purpose or purposes, at any time only by (i) the Chairman of the Board, (ii) the Chief Executive Officer, (iii) the Board of Directors, or (iv) stockholders constituting more than 40% of the voting power of the outstanding shares of stock entitled to vote generally for the election of directors.

Section 4. Notice of Meetings.

(a) Except as otherwise provided by law or the Certificate of Incorporation, written notice (as the term “written” is defined in Article XII hereof) of each meeting of stockholders, specifying the place, date and hour of the meeting and the purpose or purposes of the meeting, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote thereat, directed to the stockholders in accordance with the procedures set forth in Article X hereof.

(b) If at any meeting action is proposed to be taken which, if taken, would entitle stockholders fulfilling the requirements of Section 262(d) of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.

(c) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty (30) days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(d) Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and to the extent permitted by law, will be waived by any stockholder by his or her attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

(e) Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his or her legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.

Section 5. Quorum, Adjournment and Voting.

(a) At all meetings of stockholders, except where otherwise provided by law, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the voting power of the shares entitled to vote thereat shall constitute a quorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the voting power of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

(b) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the affirmative vote of the holders of a majority of the voting power of the stock entitled to vote at any meeting at which a quorum is present shall be the act of the stockholders.

Section 6. Voting Rights and Proxies.

(a) Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the corporation on the record date for determining the stockholders entitled to vote at a meeting shall be entitled to vote at such meeting. Shares standing in the names of two (2) or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one (1) of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.

(b) Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or such person's duly authorized agent, which proxy shall be filed with the Secretary of the corporation at or before the meeting at which it is to be used. The proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period.

(c) Any copy, facsimile telecommunication or other written communication may be substituted or used in lieu of the original written proxy, provided such copy shall be a complete reproduction of the entire original writing or transmission. In case of any challenge of the right of a given stockholder to vote in person or by proxy, the chairman of the meeting shall be authorized to make the appropriate determination, which decision will be final.

Section 7. List of Stockholders.

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Electronic mail addresses or other electronic contact information shall not be required to be included on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 8. Nominations; Stockholder Meetings.

(a) Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the corporation's notice of meeting, (b) by or at the direction of the Board of Directors, or (c) by any stockholder of the corporation who is a stockholder of record at the time of giving of the notice provided for in this section, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this section.

(b) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to this section, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, and such business must be a proper subject for stockholder action under the Delaware General Corporation Law. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the corporation (if delivered by electronic mail or facsimile, the stockholder's notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the company's most recent proxy statement) by the close of business on the date that is not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed (other than as a result of adjournment) by more than thirty (30) days from the anniversary of the previous year's annual meeting, notice by the stockholder to be timely must be delivered not later than the close of business on the later of the ninetieth (90 ^th ) day prior to such annual meeting or the tenth (10 ^th ) day following the day on which public announcement of the date of such meeting is first made by the corporation. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person's written consent to being named in the proxy statement of the corporation as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owners if any on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation's books, and of such beneficial owner, (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements of this section shall be deemed satisfied by a

stockholder if the stockholder has notified the corporation of his or her intention to present a proposal or nomination at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal or nomination has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting. The corporation may also require any proposed nominee for election or re-election as a director to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(c) Notwithstanding anything in this section to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement specifying the size of the increased Board of Directors made by the corporation at least seventy (70) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10 ^th ) day following the day on which such public announcement is first made by the corporation.

(d) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation's notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this section, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this section. In the event a special meeting of stockholders is called for the purpose of electing directors to the Board of Directors, any stockholder entitled to vote at such election may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting if the stockholder's notice required by this section shall be delivered to the Secretary at the principal executive offices of the corporation (if delivered by electronic mail or facsimile, the stockholder’s notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the company's most recent proxy statement) not earlier than the close of business on the one hundred twentieth (120 ^th ) day prior to such special meeting and not later than the close of business on the ninetieth (90 ^th ) day prior to such special meeting or the tenth (10 ^th ) day following the day on which public announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is first made by the corporation.

(e) Only those persons who are nominated in accordance with the procedures set forth in this section shall be eligible for election as directors at any meeting of stockholders. Only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this section. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this section and, if any proposed nomination

or business is not in compliance with this section, to declare that such defective proposal shall be disregarded. Notwithstanding the foregoing provisions of this section, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and/or such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this section, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing, or a reliable reproduction of the writing, at the meeting of stockholders.

(f) For purposes of this section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(g) Notwithstanding the foregoing provisions of this section, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this section. Nothing in this section shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(h) All meetings of the stockholders shall be presided over by the Chairman of the board, or in the absence or disability of the chairman, by a director selected by resolution of the members of the Board of Directors.

(i) The Board of Directors or the chairman of the meeting may adopt such rules and regulations for the conduct of any meeting of stockholders as deemed appropriate. Except to the extent inconsistent with such rules and regulations, the chairman of the meeting of stockholders shall have the right and authority to convene and adjourn the meeting, prescribe such rules, regulations and procedures and to do all acts, as in the judgment of such person, are appropriate for the proper conduct of the meeting, including establishing the order of business. Such rules, regulations or procedures, whether adopted by the Board of Directors or the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of persons at the meeting; (iii) limitations on attendance at or participation at the meeting to stockholders of record of the corporation, their duly authorized proxies or such other person as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or comments by participants; and (vi) rulings on other matters of propriety of conduct or business at the meeting, including determining that any matter is not properly brought before the meeting and shall not be considered for approval by stockholders. Unless determined by the chairman of the meeting or the Board of Directors or Secretary, the rules of parliamentary procedure shall not govern meetings of stockholders. The Secretary or an Assistant Secretary of the corporation should act as Secretary of a meeting of stockholders.

Section 1. Number and Term of Office.

The number of directors which shall constitute the whole Board of Directors shall be not less than five (5) nor more than fifteen (15), the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the Whole Board (as defined below). Except as provided in Section 3 of this Article, each director shall be elected by the vote of a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present; provided, however, that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this section, a majority of the votes cast means that the number of shares voted “for” a director must exceed fifty (50) percent of the votes cast with respect to that director. In an election in which the number of nominees does not exceed the number of directors to be elected, if a nominee who is a standing director is not elected, such director shall offer to tender his or her resignation to the Board of Directors. The Corporate Governance Committee of the Board of Directors shall make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors shall act on the Committee's recommendation and publicly disclose its decision and the rationale behind it within ninety (90) days from the date of the certification of the election results. The director who tenders his or her resignation shall not participate in the decision of the Board of Directors.

(b) Directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified, or until their earlier death, disqualification, resignation or removal.

Section 2. Powers.

The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors.

Section 3. Vacancies.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant, and until his or her successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this section in the case of the death, disqualification, resignation or removal of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in Section 4 below) to elect the number of directors then constituting the Whole Board.

Section 4. Resignations and Removals.

(a) Any director may resign at any time by delivering his or her written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time or upon the happening of a specific event or events, upon receipt by the Secretary, or at the pleasure of the Board of Directors. If no specification is made, the resignation shall be deemed effective upon delivery to the Secretary. A resignation conditioned upon a director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. When one (1) or more directors shall resign from the Board, effective at a future date, a majority of the directors remaining in office shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his or her successor shall have been duly elected and qualified.

(b) Except as provided in Section 141 of the Delaware General Corporation Law, at any annual meeting or any special meeting of stockholders called for the purpose in the manner hereinabove provided, the Board of Directors, or any individual director, may be removed from office, with or without cause, and a new director or directors elected by a vote of the holders of a majority of the voting power of the shares entitled to vote at an election of directors.

Section 5. Meetings.

(a) Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 of Article I hereof. Regular meetings of the Board of Directors may also be held at any place within or without the State of Delaware which has been designated by resolutions of the Board of Directors or the written consent of all directors. Notice of regular meetings of the directors is hereby dispensed with and no notice whatever of any such meetings need be given.

(b) Special meetings of the Board of Directors may be held at any time and place inside or outside the State of Delaware whenever called by the Chairman of the Board, or by the Chief Executive Officer (if a director) or by any three (3) directors.

(c) Notice of the time and place of all special meetings of the Board of Directors shall be delivered to each director at least twenty-four (24) hours before the start of the meeting, either personally, by mail, by telecopy or by other means of electronic transmission. If notice is sent by first class mail, it will be deemed delivered three days after deposit in the U.S. mail. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.

Section 6. Quorum and Voting.

(a) A majority of the Whole Board shall constitute a quorum of the Board of Directors for the transaction of business. For purposes of these Bylaws, “ Whole Board ” shall mean the total number of directors of the corporation, as set by the Board of Directors pursuant to Section 1(a) of this Article III, which the corporation would have if there were no vacancies.

(b) At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

(c) Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d) The transactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall deliver to the corporation a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 7. Action Without Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions, as the case may be, are filed with the minutes of proceedings of the Board or of such committee.

Section 8. Fees and Compensation.

Directors may receive compensation for their services as directors as determined from time to time by the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor.

Section 9. Chairman of the Board.

The Board of Directors shall elect a chairman to preside at meetings of the Board of Directors from among its members. The Chairman of the Board shall have such powers and perform such duties as may be prescribed to him or her by the Board of Directors or provided in these Bylaws. If the Chairman of the Board is not present at a meeting of the Board of Directors, or if there is a vacancy in the position of Chairman of the Board, a majority of the directors present at such meeting shall elect one of their members to so preside.

Section 10. Committees.

(a) The Board of Directors may appoint such committees as may be permitted by law. Such committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees. The Board may at any time increase or decrease the number of members of a committee or terminate

the existence of a committee; provided, however, that no committee shall consist of less than one (1) member. The membership of a committee member shall terminate on the date of his or her death or resignation, but the Board may at any time for any reason remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitutes a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(b) Unless the Board of Directors shall otherwise provide, regular meetings of any committee appointed pursuant to this section shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be called by the chairman of the committee or any two members of the committee upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director in attendance at a meeting. One-half of the number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 11. Emergency Bylaws.

In the event of any emergency, disaster or catastrophe, as referred to in Section 110 of the Delaware General Corporation Law, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee of the Board cannot readily be convened for action, then the director or directors in attendance at a meeting shall constitute a quorum. Such director or directors in attendance may further take action to appoint one (1) or more of themselves or other directors to membership on any standing or temporary committees of the Board as they shall deem necessary and appropriate.

Section 1. Officers Designated.

(a) The officers of the corporation shall include a Chief Executive Officer and a Secretary, each of whom shall be elected or appointed by the Board of Directors. The Board of Directors may from time to time create other offices and establish the duties of such other officers and may elect or appoint the person who shall hold other offices, including a President, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents (including Executive Vice Presidents, Senior Vice Presidents and the like), one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Any one (1) person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. Any office of the corporation may be left vacant from time to time at the discretion of the Board of Directors. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors or by a committee of the Board of Directors.

(b) In addition to the authority of the Board of Directors as set forth in Section 1(a), the Chief Executive Officer shall have the authority to appoint one or more Vice Presidents (none of whom may be designated as an Executive Vice President), any Assistant Secretaries, the Treasurer and any Assistant Treasurers and such other officers as the Board of Directors may from time to time authorize the Chief Executive to appoint. The Chief Executive Officer may from time to time, in his or her discretion, assign powers, duties, scope of job responsibilities and reporting arrangements for any such officer.

Section 2. Tenure, Succession and Duties of Officers.

(a) All officers shall hold office at the discretion of the Board of Directors and until their successors shall have been duly elected and qualified, or until their earlier death, disqualification, resignation or removal. Any officer may be removed with or without cause at any time by the Board of Directors or, except in the case of an officer elected by the Board, by the Chief Executive Officer pursuant to authority delegated to him or her from time to time by the Board of Directors. If any vacancy occurs in any office, the Board of Directors may elect a successor to fill such vacancy for the remainder of the term. Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the corporation.

(b) The officers of the corporation shall have such powers, authority and duties in the management of the corporation as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws and, to the extent not so stated, as generally pertain to their respective offices, subject to the oversight of the Board. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any Director, or to any other person selected by it.

Execution of Corporate Instruments, and

Voting of Securities Owned by the Corporation

Section 1. Execution of Corporate Instruments.

(a) From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes, bonds, debentures or other evidences of indebtedness that are issued in the name of or payable by the corporation, and only the persons so authorized shall sign or endorse such instruments.

(b) Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 2. Execution and Voting of Securities Owned by Corporation.

All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or the Secretary. Certificates for shares of stock or other securities owned by the corporation shall be executed, signed or endorsed by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, or the Secretary.

Section 1. Form and Execution of Certificates.

Shares of stock of the corporation shall be uncertificated and shall not be represented by certificates except to the extent as may be required by applicable law or as otherwise authorized by the Board of Directors, and if so issued shall be in such form as is consistent with the Certificate of Incorporation and applicable law. If shares of stock of the corporation shall be certificated, every holder of shares represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board, or by the Chief Executive Officer, or by the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by a stockholder in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, and if and to the extent that the corporation shall be required or authorized as provided above to issue certificates representing all or a portion of such class or series of stock, then the powers, designations, preferences and relative, participating, optional or other special rights of each such class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements for such certificated shares, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of

stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Lost, Stolen or Destroyed Certificates.

The Board of Directors or the Secretary or an Assistant Secretary may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors or the Secretary or an Assistant Secretary may, in its or their discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner's legal representative, to indemnify the corporation in such manner as it shall require and/or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Transfers.

Transfers of shares of stock of the corporation shall be made on the books of the corporation kept by the corporation or by a transfer agent designated to transfer the shares of stock of the corporation only upon direction of the holders thereof, in person or by attorney duly authorized, and with regard to certificated shares, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

Section 4. Fixing Record Dates.

(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5. Registered Stockholders.

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Other Securities of the Corporation

All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board or the Chief Executive Officer or the President or any Vice President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or Assistant Treasurer of the corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon, shall have ceased to be such officer of the corporation before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

The corporation shall have a common seal, upon which shall be inscribed:

“DELTA AIR LINES, INC.

Incorporated 1967 --

In the event the corporation changes its name, the corporate seal shall be changed to reflect such new name. Any corporate instrument or document requiring the corporate seal may be executed as provided in Article V of these Bylaws, and the corporate seal shall be applied by the Secretary or any Assistant Secretary.

Indemnification of Directors, Officers, Employees and Agents

Section 1. Right to Indemnification.

Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other threatened, pending or completed proceeding, including any and all appeals, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, or employee of the corporation (including service with respect to employee benefit plans) or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an “Indemnitee”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted, against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Indemnitee as a result of the actual or deemed receipt of any payments under this Article) actually or reasonably incurred by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as to Proceedings to enforce rights to indemnification, the corporation shall indemnify any Indemnitee seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if the Proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

Section 2. Authority to Advance Expenses.

Expenses incurred by an Indemnitee in defending a Proceeding shall be paid to the fullest extent not prohibited by law by the corporation in advance of the final disposition of such Proceeding. Expenses shall be advanced only upon delivery to the corporation of an undertaking, by or on behalf of an Indemnitee, to repay such Expenses if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized in this Article or otherwise. Any obligation to reimburse the corporation for Expenses advanced shall be unsecured and no interest shall be charged thereon. Notwithstanding anything to the contrary herein, except as to Proceedings to enforce rights to advancement, the corporation shall not be obligated to pay to an Indemnitee in advance of the final disposition of a Proceeding, except as to proceedings to enforce rights to advancement, Expenses relating to a Proceeding (or part thereof) instituted against the corporation by such Indemnitee.

Section 3. Procedure for Obtaining Indemnification and Advancement.

To receive indemnification under this Article, an Indemnitee shall submit to the corporation a written request, including therewith such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine his or her entitlement to indemnification. To receive an advancement of Expenses under this Article, an Indemnitee shall submit to the corporation a written request that shall reasonably evidence the Expenses incurred by the Indemnitee in connection with a Proceeding and that shall include an undertaking to repay such Expenses if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the corporation as provided by this Article or otherwise. Upon receipt by the corporation of a written request for indemnification, a determination, if required by the Delaware General Corporation Law, with respect to an Indemnitee's request shall be made: (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such Proceeding, even though less than a quorum; or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders. In any Proceeding brought by the Indemnitee to enforce a right of indemnification or to an advancement of Expenses hereunder, or brought by the corporation to recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of Expenses, under this Article or otherwise shall be on the corporation.

Section 4. Right of Indemnitees to Bring Suit.

If a claim under Section 3 of this Article is not paid in full by the corporation within thirty (30) days after a written request has been received by the corporation, the Indemnitee may at any time thereafter bring suit, in a court of competent jurisdiction in the state of Delaware, against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnitee shall be entitled to be paid also the Expenses (including attorneys' fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the Indemnitee has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the Indemnitee for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper under the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.

Section 5. Provisions Nonexclusive.

The rights to indemnification and to the advancement of Expenses conferred on any Indemnitee by this Article shall not be exclusive of any other rights that such Indemnitee may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 6. Authority to Insure.

The corporation may purchase and maintain insurance to protect itself and any Indemnitee against any Expense, whether or not the corporation would have the power to indemnify the Indemnitee against such Expense under applicable law or the provisions of this Article.

Section 7. Survival of Rights.

The rights conferred upon Indemnitees in this Article shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, or employee of the corporation and shall inure to the benefit of the Indemnitee's heirs, executors and administrators.

Section 8. Settlement of Claims.

The corporation shall not be liable to indemnify any Indemnitee under this Article (a) for any amounts paid in settlement of any action or claim effected without the corporation's written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 9. Effect of Amendment.

Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Indemnitee existing at the time of such amendment, repeal, or modification.

Section 10. Subrogation.

In the event of payment under this Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.

Section 11. No Duplication of Payments.

The corporation shall not be liable under this Article to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

Section 12. Merger or Consolidation.

For purposes of this Article IX, references to the “corporation” shall include, in addition to the corporation resulting from or surviving a consolidation or merger with the corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger with the corporation which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers or employees, so that any person who is or was a director, officer or employee of such constituent corporation, while a director, officer or employee of such constituent corporation, is or was serving at the request of such constituent corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan, shall stand in the same position under this Article IX with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 13. Severability.

If any provision of this Article IX shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof.

(a) Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, the same shall be given in writing, either (a) timely and duly deposited in the United States Mail, postage prepaid, and addressed to the stockholder's last known post office address as shown by the stock record of the corporation or its transfer agent or (b) by a form of electronic transmission consented to by the stockholder to whom the notice is given, except to the extent prohibited by Section 232(e) of the Delaware General Corporation Law. Any consent to receive notice by electronic transmission shall be revocable by the stockholder by written notice to the corporation.

(b) Any notice required to be given to any director may be given by the method hereinabove stated. Any such notice, other than one which is delivered personally, shall be sent to such post office address, facsimile number or electronic mail address as such director shall have filed in writing with the Secretary of the corporation, or, in the absence of such filing, to the last known post office address of such director. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one (1) permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(c) If no post office address of a stockholder or director be known, such notice may be sent to the office of the corporation required to be maintained pursuant to Section 2 of Article I hereof. An affidavit executed by a duly authorized and competent employee of the corporation

or the transfer agent or other agent of the corporation appointed with respect to the class of stock affected, specifying the name and post office address or the names and post office addresses of the stockholder or stockholders, director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same (or, for any stockholder or director to whom notice has been directed by electronic transmission, the form of electronic transmission and the facsimile number, electronic mail address or other location to which such notice was directed and the time at which such notice was directed to each such director or stockholder), shall be prima facie evidence of the statements therein contained.

(d) All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing. All notices given to stockholders by a form of electronic transmission, as above provided, shall be deemed to have been given: (i) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the stockholder. All notices given to directors by a form of electronic transmission, as above provided, shall be deemed to have been given when directed to the electronic mail address, facsimile number, or posted on an electronic network together with separate notice to the director’s email address.

(e) The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such a stockholder or such director to receive such notice.

(f) Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing given by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

(g) Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(h) Whenever notice is to be given to the corporation by a stockholder under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, such notice shall be delivered to the Secretary at the principal executive offices of the corporation. If delivered by electronic mail or facsimile, the stockholder's notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the company's most recent proxy statement.

Unless otherwise provided in the Certificate of Incorporation, these Bylaws may be repealed, altered or amended or new Bylaws adopted at any meeting of the stockholders, either annual or special, by the affirmative vote of the holders of stock entitled to cast a majority of the voting power on such matter at any meeting at which a quorum is present. The Board of Directors shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaws setting forth the number of directors who shall constitute the Whole Board), subject to the power of the stockholders to change or repeal such Bylaws.

Electronic Transmission

When used in these Bylaws, the terms “written” and “in writing” shall include any “electronic transmission,” as defined in Section 232(c) of the Delaware General Corporation Law, including without limitation any telegram, cablegram, facsimile transmission, communication by electronic mail and posting to an electronic network together with separate notice by electronic mail.

Adoption or Extension of Shareholder Rights Plan

The Board of Directors shall not adopt or extend any current or future shareholder rights plan, or “poison pill,” without prior stockholder approval unless, due to timing constraints or otherwise, the Board of Directors, in discharging its fiduciary duties, and acting upon the recommendation of the independent directors on the Board of Directors, determines that it would be in the best interests of the corporation to adopt or extend such shareholder rights plan without the delay that would result from seeking advance stockholder approval; provided that, if such a shareholder rights plan has a stated term longer than twelve (12) months, the Board of Directors will put the shareholder rights plan to a stockholder ratification vote within twelve (12) months after it is adopted or the shareholder rights plan will expire automatically one year after it is first adopted. If the shareholder rights plan is put to a stockholder vote by the Board of Directors and is not approved by a majority of the votes cast on the matter, the shareholder rights plan will terminate immediately after the vote has been certified by the inspector of elections.