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                                                                     EXHIBIT 4.4

                          SUMMARY OF RIGHTS TO PURCHASE
                     SERIES A PARTICIPATING PREFERRED STOCK

            On March 26, 2002, the board of directors of JetBlue Airways
Corporation (the "Company") declared a dividend distribution of one right for
each outstanding share of our common stock to stockholders of record at the
close of business on the date the underwriting agreement for the initial public
offering of the Company's common stock is executed (the "Record Date"). Each
Right entitles the registered holder to purchase from the company one
one-thousandth of a share of Series A Participating Preferred Stock, par value
$0.01 per share (the "Preferred Stock"), at a purchase price of $120.00, subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement, dated April 1, 2002, between the Company and EquiServe Trust Company,
N.A., as Rights Agent (the "Rights Agreement"). All terms not otherwise defined
herein shall have the meanings attributed to them in the Rights Agreement.

            Initially, the Rights will be attached to all common stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. The Rights will separate from the common stock
and a distribution date will occur upon the earlier of (i) ten business days
following a public announcement that a person or group of affiliated or
associated persons has (subject to certain exceptions) acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding shares
of our common stock (the "Stock Acquisition Date"), other than as a result of
repurchases of stock by the Company (such person, subject to certain exceptions,
an "Acquiring Person"), or (ii) ten business days (or such later date as the
board shall determine) following (x) the commencement of a tender offer or
exchange offer that, if successfully completed, would result in a person or
group becoming an Acquiring Person of such outstanding shares of our common
stock or (y) the date of the public announcement of the interest of any person
or group (subject to certain exceptions) to commence a tender offer or exchange
offer that, if successfully completed, would result in the person becoming an
Acquiring Person of such outstanding shares of our common stock, PROVIDED,
HOWEVER, that each of Chase New Investors GC and the Weston Presidio Funds and
their respective affiliates may acquire additional shares of our common stock
without being deemed to be an Acquiring Person provided that its aggregate
beneficial ownership does not exceed 25% of the outstanding common stock of the
Company, and Quantum Industrial Partners LDC and its affiliates may acquire
additional shares of our common stock without being deemed to be an Acquiring
Person provided that its aggregate beneficial ownership does not exceed 30% of
the outstanding common stock of the Company.

            Until the Distribution Date, (i) the Rights will be evidenced by the
common stock certificates and will be transferred with and only with such common
stock certificates, (ii) new common stock certificates issued after the record
date will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for common stock
outstanding will also constitute the transfer of the Rights associated with the
common stock represented by such certificate. The Rights Agreement provides
that, until the Distribution Date (or the earlier expiration or redemption of
the Rights), one new Right will be issued by the Company for each share of
common stock issued by the Company after the Record Date.

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            The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 1, 2012, unless earlier redeemed by the
Company as described below.

            The purchase price payable, and the number of shares of Preferred
Stock or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) in the event the Company grants rights, options or
warrants to all of the holders of the Preferred Stock, or (iii) upon the
distribution of evidences of indebtedness or assets (other than a regular
quarterly cash dividend or dividends payable in Preferred Stock) or of
subscription rights, options or warrants (other than those referred to above) to
all holders of the Preferred Stock, PROVIDED, HOWEVER, in no event will the
exercise price of the Rights be less than the aggregate par value of the shares
of Preferred Stock or other securities of the Company that are issued upon
exercise of the Right. The number of Rights and the number of shares of
Preferred Stock issuable upon the exercise of each Right are also subject to
adjustment in the event of a stock split, combination or stock dividend on the
common stock.

            As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of our common stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
certificates alone will represent the Rights. Except as otherwise determined by
the board, only shares of our common stock issued prior to the Distribution Date
will be issued with Rights.

            Each share of Preferred Stock purchasable upon exercise of the
Rights will have a preferential dividend equal to 1,000 times the aggregate per
share amount of all cash dividends declared on the common stock, and 1,000 times
the aggregate per share amount of all non-cash dividends or other distributions
(other than a dividend payable in shares of common stock or a subdivision of the
outstanding common stock) declared on the shares of common stock. In the event
of a liquidation, dissolution or winding up of the Company, the holders of the
Preferred Stock will be entitled to receive an aggregate amount per share equal
to 1,000 times the aggregate amount distributed per share to each holder of
shares of common stock plus any accrued and unpaid dividends on the Preferred
Stock. In the event of any merger, consolidation, combination or other
transaction in which shares of common stock are exchanged, each share of
Preferred Stock will be similarly exchanged in an amount per share equal to
1,000 times the amount and type of consideration received per share of common
stock. The rights of the shares of Preferred Stock as to dividends and
liquidation, and in the event of a merger of consolidation, are protected by
antidilution provisions.

            In the event a person becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, common stock
(or, in certain circumstances, cash, property or other securities of the
company) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void.

            In the event that, at any time following the Stock Acquisition Date,
(i) we are acquired in a merger or other business combination transaction in
which we are not the surviving corporation (other than a merger which follows an
offer described in the second preceding


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paragraph), or (ii) 50% or more of our assets, cash flow or earning power is
sold or transferred, each holder of a Right (except Rights which previously have
been voided) shall have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the immediately preceding
paragraph are referred to as the "Triggering Events."

            At any time after a person becomes an Acquiring Person and prior to
the acquisition by such person or group of 50% or more of the outstanding common
stock, the board may exchange the Rights (other than Rights owned by the person
or group which have become void), in whole or in part, at an exchange ratio of
one share of common stock per Right (subject to adjustment).

            At any time prior to ten business days following the stock
acquisition date, the board may redeem the Rights in whole, but not in part, at
a price of $0.01 per Right (payable in cash, common stock or other consideration
deemed appropriate by the board). Immediately upon the action of the board
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $0.01 redemption price.

            Until a Right is exercised, the holder of a Right will have no
rights by virtue of ownership as a stockholder of the company, including,
without limitation, the right to vote or to receive dividends.

            Any of the provisions of the Rights Agreement may be amended by the
board prior to the Distribution Date. From and after the Distribution Date, the
provisions of the Rights Agreement may be amended by the board in order to cure
any ambiguity to correct or supplement any provision which may be defective or
inconsistent with any other provision, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement; PROVIDED, HOWEVER, that no amendment may be
made to lengthen the time period relating to when Rights may be redeemed at such
time as the Rights are not redeemable or to lengthen any other period unless
such lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of the Rights (other than an
Acquiring Person or its affiliates and associates).

            A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an exhibit to the Company's Registration Statement on
Form S-1 (No. 333-82576) and as an exhibit to a Registration Statement on Form
8-A, dated April 12, 2002. A copy of the Rights Agreement is available free of
charge from the Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement and the exhibits thereto, which are incorporated herein by reference
in their entirety.




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