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4 of this record. It believes that Colonial has assets above and beyond its tangible ones that have important value to its stockholders. It, therefore, solicits your support to help realize its hopes for the future of Colonial Airlines. The Action Urged* The Management has sent you a proxy permitting you to vote for or against the proposed sale of Colonial's assets to Eastern. We urge you to mark Item 2 of that proxy "AGAINST." In the event that you have already executed that proxy "For," you are still free to change your vote. We, therefore, urge you to execute the enclosed proxy authorizing us, the management of the Fund, to vote your holdings "AGAINST" the proposed sale of Colonial's assets to Eastern Air Lines. If a proxy in the accompanying form is executed and returned, it may, nevertheless, be revoked at any time prior to its exercise. The execution of this proxy shall supersede any prior proxy you may have executed only with respect to voting on the question of the proposed sale of all property and assets of Colonial Airlines to Eastern Air Lines, and the execution of this proxy shall not in any way revoke or modify any prior proxy you may have executed with respect to any other matter which may come before the stockholders' meeting. Expense of Solicitation Colonial Employees Mutual Fund, Inc. will pay the cost of solicitation of proxies. It is estimated that the cost of solicitation will be approximately $800, consisting of printing expenses estimated at $500, mailing expenses estimated at $225 and miscellaneous costs of $75. In addition to the use of mails, proxies may be solicited personally, by telephone or by telegraph, and the Fund may pay persons holding stocks for others, their expenses for sending proxy material to their principals. Interest in Matters to be Acted Upon Other than such interest as results from the stock interest of Colonial Employees Mutual Fund, Inc. in Colonial Airlines, and from the fact that all of the stockholders of Colonial Employees Mutual Fund, Inc. are employees of Colonial Airlines, the Fund has no direct or indirect substantial interest in the proposed sale of the assets of Colonial Airlines to Eastern Air Lines. In view of the short time remaining before the annual meeting on April 20th, we urge your prompt consideration of this matter, and the execution and return of the enclosed proxy without delay in order to insure its receipt in time to be voted at the meeting. Faithfully yours, COLONIAL EMPLOYEES MUTUAL FUND, INC. By ROBERT B. SILVER President *Colonial Employees Mutual Fund, Inc. is not requesting any action, consent or authorization with respect to the election of directors of Colonial Airlines, Inc., with respect to the establishment of a retirement plan for employees, or with respect to any other matter which may properly come before the stockholders' meeting. Consequently, no information concerning these matters has been included in this Proxy Statement.
