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PROXY STATEMENT

The Annual Meeting of Stockholders of Colonial Airlines, Inc., will be held April 21, 1948. This proxy state-ment is furnished in connection with the solicitation by the management of proxies to be used at such meeting and at any adjournments thereof. If a proxy in the accompanying form is executed and returned, it may nevertheless be revoked at any time prior to its excercise.

OUTSTANDING VOTING STOCK
The number of shares of capital stock of the Corporation now outstanding and entitled to vote at the meeting is 515,600, with one vote per share. Only stockholders of record at 3 P.M. on March 19, 1948 will be entitled to vote at the meeting.

NOMINEES FOR ELECTION AS DIRECTORS
Directors are to be elected to serve until the next Annual Meeting of the Stockholders or until their successors are elected and qualified. The names of the proposed nominees for election as directors, who are the present directors, together with information concerning their occupations, periods of service as directors, and beneficial ownership of stock as reported to the Corporation are given in the following table:

[[4 Columned Table]]
| Name of Nominee | Principal Occupation or Employment and Organization in which Such Employment is Carried on | Period Served as Director | Shares Owned Beneficially as of Feb. 1, 1948 |
| --- | --- | --- | --- |
| Karl H. Bissell | President, Hampden Brewing Company | 1945 — present | 1,000 |
| William M. Boyle | Attorney-at-Law | 1945 — present | 1,000 |
| Branch T. Dykes | Vice President in Charge of Operations at the Corporation | 1944 — present | 500 |
| Francis Hartley, Jr. | Partner, Frank Hartley & Son (Manufacturing Chemists) | 1942 — present | 12,004 |
| Eugene P. Barry* | General Partner, Shields & Company (Investment Bankers) | 1947 — present | 100 |
| Sigmund Janas | President of the Corporation | 1938 — present | 25,438 |

If at the time of the election any of these nominees is not a candidate (which is not now expected), it is intended that proxies in the accompanying form be voted for the election of the other nominees named above and for the sub-stitute nominees.

Remuneration of Directors and Officers and Related Manners
The aggregate amount of remuneration (salaries and fees) paid or set aside by the Corporation for the benefit of all directors and officers, as a group, during the year ended December 31, 1947 was $77,031.59. No officer or director recieved as much as $20,000. The Corporation did not pay bonuses to any officer or director and did not make any pension or retirement payments to or for the benefit of any officer or director.

[[footnote]]
* Mr. Barry has been a General Partner of Shields & Company for the past fifteen years.

Transcription Notes:
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