<PAGE>
                                                                   EXHIBIT 10.25












                            EXPRESSJET AIRLINES, INC.

                          SUPPLEMENTAL RETIREMENT PLAN



<PAGE>
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE I. - ESTABLISHMENT, PURPOSE AND STATUS OF THE PLAN........................................................1

   1.1.     Establishment of Plan.................................................................................1
   1.2.     Purpose of Plan.......................................................................................1
   1.3.     Status of Plan........................................................................................1

ARTICLE II. - DEFINITIONS.........................................................................................3

   2.1.     Account...............................................................................................3
   2.2.     Administrator.........................................................................................3
   2.3.     Affiliate.............................................................................................3
   2.4.     Beneficiary...........................................................................................3
   2.5.     Change in Control.....................................................................................3
   2.6.     Claimant..............................................................................................7
   2.7.     Code..................................................................................................7
   2.8.     Commencement Year.....................................................................................7
   2.9.     Company...............................................................................................7
   2.10.    Compensation..........................................................................................7
   2.11.    Compensation Committee................................................................................7
   2.12.    Compensation Percentage...............................................................................7
   2.13.    Disabled or Disability................................................................................8
   2.14.    Earnings..............................................................................................8
   2.15.    Effective Date........................................................................................8
   2.16.    Employee..............................................................................................8
   2.17.    Employer..............................................................................................8
   2.18.    Employment............................................................................................8
   2.19.    ERISA.................................................................................................9
   2.20.    Losses................................................................................................9
   2.21.    Participant...........................................................................................9
   2.22.    Person................................................................................................9
   2.23.    Plan..................................................................................................9
   2.24.    Plan Administration Employee.........................................................................10
   2.25.    Plan Year............................................................................................10
   2.26.    Retirement...........................................................................................10
   2.27.    Retirement Compensation Ledger.......................................................................10
   2.28.    Subsidiary...........................................................................................11
   2.29.    Termination Date.....................................................................................11

ARTICLE III. - ADMINISTRATION....................................................................................12

   3.1.     Administrator........................................................................................12
   3.2.     Administration of Plan...............................................................................12
</Table>


                                      i
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<Table>

<S>                                                                                                             <C>
   3.3.     Delegation...........................................................................................12
   3.4.     Reliance Upon Information............................................................................13
   3.5.     Responsibility and Indemnity.........................................................................13

ARTICLE IV. - PARTICIPATION......................................................................................16

   4.1.     Eligibility of Employees.............................................................................16
   4.2.     Notification of Eligible Employees...................................................................17
   4.3.     Hypothetical Employer Contributions..................................................................17
   4.4.     Vesting..............................................................................................17

ARTICLE V. - ACCOUNT.............................................................................................19

   5.1.     Crediting of Hypothetical Contributions to Accounts..................................................19
   5.2.     Hypothetical Interest on Account.....................................................................19

ARTICLE VI. - DISTRIBUTIONS......................................................................................21

   6.1.     Amount of Deferred Compensation Subject to Distribution..............................................21
   6.2.     Form of Distributions................................................................................21
   6.3.     Timing of Distributions..............................................................................21
   6.4.     Payor of Deferred Compensation.......................................................................22
   6.5.     Claims Procedures....................................................................................22
   6.6.     Facility of Payments.................................................................................23
   6.7.     Beneficiary Designations.............................................................................24
   6.8.     Withholding of Taxes.................................................................................25

ARTICLE VII. - RIGHTS OF PARTICIPANTS............................................................................26

   7.1.     Annual Statement to Participants.....................................................................26
   7.2.     Limitation of Rights.................................................................................26
   7.3.     Nonalienation of Benefits............................................................................27
   7.4.     Prerequisites to Benefits............................................................................27

ARTICLE VIII. - MISCELLANEOUS....................................................................................28

   8.1.     Amendment or Termination of the Plan.................................................................28
   8.2.     Powers of the Company................................................................................28
   8.3.     Waiver...............................................................................................28
   8.4.     Separability.........................................................................................29
   8.5.     Gender, Tense and Headings...........................................................................29
   8.6.     Governing Law........................................................................................29
   8.7.     Notice...............................................................................................29
</Table>



                                      ii
<PAGE>
                            EXPRESSJET AIRLINES, INC.

                          SUPPLEMENTAL RETIREMENT PLAN


                                   ARTICLE I.
                  ESTABLISHMENT, PURPOSE AND STATUS OF THE PLAN


         1.1. ESTABLISHMENT OF PLAN. ExpressJet Airlines, Inc. (the "Company")
hereby establishes, effective as of April 17, 2002, (the "Effective Date") an
unfunded deferred compensation plan to be known as the "ExpressJet Airlines,
Inc. Supplemental Retirement Plan" (the "Plan").

         1.2. PURPOSE OF PLAN. The purpose of the Plan is to advance the
interests of the Company, its subsidiaries and its shareholders by attracting
and retaining certain highly qualified individuals who will contribute
materially to the continued growth, development and success of its business and
by providing additional incentives for such individuals to attain and maintain
the highest levels of performance. The Company hopes to accomplish these
objectives by helping to provide, in part, for the retirement needs of certain
of these individuals who are members of a select group of management or highly
compensated employees.

         1.3. STATUS OF PLAN. The Plan is intended as an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees within the meaning of
sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Income Retirement
Security Act of 1974, as amended ("ERISA"), and as such, it is intended that the
Plan be exempt from the participation, vesting, funding, and fiduciary
responsibility requirements of Title I of ERISA and that the Plan qualify for
simplified reporting under U.S. Department of Labor regulation section
2530.104-23, which provides for an



<PAGE>

alternative method of compliance for plans described in such regulation. The
Plan is not intended to satisfy the qualification requirements of section 401 of
the Code.


                                       2
<PAGE>
                                   ARTICLE II.
                                   DEFINITIONS


         Each term below shall have the meaning assigned thereto for all
purposes of the Plan unless the context reasonably requires a different meaning.

         2.1. ACCOUNT. "Account" means a hypothetical account for each
Participant to which hypothetical contributions shall be made and Earnings
credited, the amount of which shall constitute such Participant's benefit under
the Plan as of any Termination Date.

         2.2. ADMINISTRATOR. "Administrator" means the Person or Persons
designated by the Compensation Committee pursuant to Section 3.1.

         2.3. AFFILIATE. "Affiliate" means any entity which is a member of a
controlled group of corporations (within the meaning of section 414(b) of the
Code) or any trade or business under common control (within the meaning of
section 414(c) of the Code) with respect to the Company.

         2.4. BENEFICIARY. "Beneficiary" means the beneficiary or beneficiaries
designated by the Participant to receive any amounts distributable under the
Plan upon the death of the Participant.

         2.5. CHANGE IN CONTROL. "Change in Control" means the occurrence of any
of the following events:

                  (a) The acquisition by any individual, entity or group (within
         the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) (a "Person"), of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 50% or more of either (A) the then
         outstanding shares of common stock of the Company (the "Outstanding
         Company Common Stock") or (B) the combined voting power of the then
         outstanding voting



                                       3
<PAGE>
         securities of the Company entitled to vote generally in the election of
         directors (the "Outstanding Company Voting Securities"); provided,
         however, that the following acquisitions shall not constitute a Change
         of Control under this subsection (a): (i) any acquisition directly from
         the Company (excluding an acquisition by virtue of the exercise of a
         conversion privilege), (ii) any acquisition by the Company or an
         Affiliate, (iii) any acquisition by any employee benefit plan (or
         related trust) sponsored or maintained by the Company or any
         corporation controlled by the Company, or (iv) any acquisition by any
         corporation pursuant to a reorganization, merger or consolidation, if,
         following such reorganization, merger or consolidation, the conditions
         described in clauses (A), (B) and (C) of subsection (c) of this
         definition of "Change of Control" are satisfied; or

                  (b) Individuals who, as of the effective date hereof,
         constitute the board of directors of the Company (the "Incumbent
         Board") cease for any reason to constitute at least a majority of the
         Board; provided, however, that any individual becoming a director
         subsequent to the effective date of the Plan whose election, or
         nomination for election by the Company's shareholders, was approved by
         a vote of at least a majority of the directors then comprising the
         Incumbent Board, shall be considered as though such individual were a
         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of either an actual or threatened election contest (as such terms are
         used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
         Act) or other actual or threatened solicitation of proxies or consents
         by or on behalf of a person other than the Board; or

                  (c) Approval by the shareholders of the Company of a
         reorganization, merger or



                                       4
<PAGE>
         consolidation, in each case, unless, following such reorganization,
         merger or consolidation, (A) more than 50% of, respectively, the then
         outstanding shares of common stock of the corporation resulting from
         such reorganization, merger or consolidation and the combined voting
         power of the then outstanding voting securities of such corporation
         entitled to vote generally in the election of directors is then
         beneficially owned, directly or indirectly, by all or substantially all
         of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and Outstanding
         Company Voting Securities immediately prior to such reorganization,
         merger or consolidation in substantially the same proportions as their
         ownership, immediately prior to such reorganization, merger or
         consolidation, of the Outstanding Company Common Stock and Outstanding
         Company Voting Securities, as the case may be, (B) no Person (excluding
         the Company, any Affiliate, any employee benefit plan (or related
         trust) of the Company or such corporation resulting from such
         reorganization, merger or consolidation, and any Person beneficially
         owning, immediately prior to such reorganization, merger or
         consolidation, directly or indirectly, 50% or more of the Outstanding
         Company Common Stock or Outstanding Company Voting Securities, as the
         case may be) beneficially owns, directly or indirectly, 50% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such reorganization, merger or consolidation
         or the combined voting power of the then outstanding voting securities
         of such corporation entitled to vote generally in the election of
         directors and (C) at least a majority of the members of the board of
         directors of the corporation resulting from such reorganization, merger
         or consolidation were members of the Incumbent Board at the time of the
         execution of the initial agreement providing for such reorganization,
         merger or consolidation; or



                                       5
<PAGE>
                  (d) Approval by the shareholders of the Company of (A) a
         complete liquidation or dissolution of the Company or (B) the sale or
         other disposition of all or substantially all of the assets of the
         Company, other than to a corporation, with respect to which following
         such sale or other disposition, (i) more than 50% of, respectively, the
         then outstanding shares of common stock of such corporation and the
         combined voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities immediately prior to
         such sale or other disposition in substantially the same proportion as
         their ownership, immediately prior to such sale or other disposition,
         of the Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be, (ii) no Person (excluding the Company
         and any employee benefit plan (or related trust) of the Company or such
         corporation, and any Person beneficially owning, immediately prior to
         such sale or other disposition, directly or indirectly, 50% or more of
         the Outstanding Company Common Stock or Outstanding Company Voting
         Securities, (as the case may be) beneficially owns, directly or
         indirectly, 50% or more of, respectively, the then outstanding shares
         of common stock of such corporation and the combined voting power of
         the then outstanding voting securities of such corporation entitled to
         vote generally in the election of directors and (iii) at least a
         majority of the members of the board of directors of such corporation
         were members of the Incumbent Board at the time of the execution of the
         initial agreement or action of the Board providing for such sale or
         other disposition of assets of the Company.



                                       6
<PAGE>
                  (e) Actions taken by or the ownership by Continental Airlines,
         Inc. of the Outstanding Company Stock or Outstanding Company Voting
         Securities shall not be deemed a Change in Control prior to the date
         Continental Airlines, Inc. or its affiliates have disposed of all of
         their Outstanding Company Stock or Outstanding Company Voting
         Securities or during any period in which Continental Airlines Inc. or
         its affiliates is an "Exempt Person" within the meaning of the Amended
         and Restated Rights Agreement dated as of April 1, 2002, between the
         Company, Continental Airlines, Inc. and Mellon Investor Services LLC as
         Rights Agent.

                  2.6. CLAIMANT. "Claimant" means the Person or Persons
         described in Section 6.5 who apply for benefits that may be payable
         under the Plan.

                  2.7. CODE. "Code" means the Internal Revenue Code of 1986, as
         amended, and the regulations and other authority issued thereunder by
         the appropriate governmental authority. References herein to any
         section of the Code shall include references to any successor section
         or provision of the Code.

                  2.8. COMMENCEMENT YEAR. "Commencement Year" means the year set
         forth in Column B of Exhibit A with respect to any Participant.

                  2.9. COMPANY. "Company" means ExpressJet Airlines, Inc. or any
         successor thereto.

                  2.10. COMPENSATION. "Compensation" means the base salary paid
         in cash during the Plan Year by an Employer to the Employee for
         services rendered or labor performed for the Employer while such
         Employee is a Participant, increased by any amounts that the Employee
         could have received in cash in lieu of deferrals pursuant to a 401(k)
         arrangement or a cafeteria plan described in section 125 of the Code.

                  2.11. COMPENSATION COMMITTEE. "Compensation Committee" means
         the Human Resources Committee of ExpressJet Holdings, Inc.

                  2.12. COMPENSATION PERCENTAGE. "Compensation Percentage" means
         the percentage of a Participant's Compensation set forth in Column A of
         Exhibit A to be credited to such Participant's Account for each Plan
         Year coinciding with or following such Participant's Commencement Year.



                                       7
<PAGE>
                  2.13. DISABLED OR DISABILITY. "Disabled" or "Disability" means
         any physical or mental incapacity of a Participant as defined in the
         Company's long term disability plan, as in effect from time to time.

                  2.14. EARNINGS. "Earnings" means the hypothetical interest
         credited to the balance in the Participant's Accounts under the
         Retirement Compensation Ledger pursuant to Article 5.2.

                  2.15. EFFECTIVE DATE. "Effective Date" means the effective
         date of this Plan which shall be April 17, 2002.

                  2.16. EMPLOYEE. "Employee" means a member of a select group of
         management or highly compensated common-law employees of the Company or
         a designated Subsidiary.

                  2.17. EMPLOYER. "Employer" means the Company or Subsidiary
         which employs a Participant as a common-law employee.

                  2.18. EMPLOYMENT. "Employment" means employment as an
         Employee. All periods of employment by the Company or a Subsidiary
         shall be taken into account whether or not consecutive, and neither the
         transfer of the Employee from employment by the Company to employment
         by a Subsidiary or Affiliate nor the transfer of the Employee from
         employment by a Subsidiary or Affiliate to employment by the Company
         shall be deemed to be a termination of Employment by the Employee.
         Moreover, the Employment of an Employee shall not be deemed to have
         been terminated because of his absence from active employment on
         account of temporary illness or authorized vacation, or during
         temporary leaves of absence from active employment granted by the
         Company or a Subsidiary or Affiliate for reasons of professional
         advancement, education, health, or government service, or during
         military leave for any period if the Employee returns to active
         employment within 90 days after the termination of his military leave,
         or during any period required to be treated as a leave of absence by
         virtue of (i) any


                                       8
<PAGE>
         enforceable employment or other agreement or (ii) any applicable law,
         such as the federal Family and Medical Leave Act of 1993.

                  2.19. ERISA. "ERISA" means the Employee Retirement Income
         Security Act of 1974, as amended, and the regulations and other
         authority issued thereunder by the appropriate governmental authority.
         References herein to any section of ERISA shall include references to
         any successor section or provision of ERISA.

                  2.20. LOSSES. "Losses" mean any and all losses, claims,
         damages, judgments, settlements, liabilities, expenses and costs (and
         all actions in respect thereof and any legal or other costs and
         expenses in giving testimony or furnishing documents in response to a
         subpoena or otherwise), including the cost of investigating, preparing
         or defending any pending threatened or anticipated possible action,
         claim, suit or other proceeding, whether or not in connection with
         litigation in which any Plan Administration Employee is a party.

                  2.21. PARTICIPANT. "Participant" means for a given Plan Year
         an Employee who meets the requirements set forth in Section 4.1.
         Notwithstanding the preceding sentence, an Employee shall be considered
         a Participant hereunder if (i) he is listed on Exhibit A; or (ii) he
         has any balance credited to his Account under the Retirement
         Compensation Ledger, regardless of whether or not he is eligible to be
         credited with any hypothetical Employer contribution hereunder, for all
         or any portion any Plan Year.

                  2.22. PERSON. "Person" means any natural person, firm,
         partnership, association, corporation company, trust, business trust or
         other legal entity.

                  2.23. PLAN. "Plan" means the ExpressJet Airlines, Inc.
         Supplemental Retirement Plan as set forth herein, and as the same may
         hereafter be amended from time to time.



                                       9
<PAGE>
                  2.24. PLAN ADMINISTRATION EMPLOYEE. "Plan Administration
         Employee" means each past, present and future Administrator and each
         other employee who acts in the capacity of an agent, delegate or
         representative of the Administrator or the Company under the Plan.

                  2.25. PLAN YEAR. "Plan Year" means the calendar year.

                  2.26. RETIREMENT. "Retirement" means the termination of
         Employment on or after the earlier of the date an Employee (i) attains
         age 65, or (ii) completes 10 years of service and is age 55 or
         completes 20 years of service and is age 50.

                  2.27. RETIREMENT COMPENSATION LEDGER. "Retirement Compensation
         Ledger" means the appropriate accounting records maintained by the
         Administrator for the Participants which set forth the name of each
         Participant and the Accounts reflecting for each Participant the amount
         of hypothetical contributions by the Employer and Earnings credited to
         the Participant's Account pursuant to Sections 5.1 and 5.2 of the Plan.
         The Retirement Compensation Ledger shall be utilized solely as a device
         for the measurement and determination of the contingent amounts to be
         paid to Participants under the Plan. The Retirement Compensation Ledger
         shall not constitute or be treated as an escrow, trust fund, or any
         other type of funded account of whatever kind for Code or ERISA
         purposes and, moreover, contingent amounts credited thereto shall not
         be considered "plan assets" for ERISA purposes. In addition, no
         economic benefit or constructive receipt of income shall be provided to
         any Participant for purposes of the Code unless and until cash payments
         under the Plan are actually made to the Participant. The Retirement
         Compensation Ledger merely provides a record of the bookkeeping entries
         relating to the contingent benefits that the Company or a designated
         Subsidiary intends to provide to Participants and shall thus reflect a
         mere unsecured promise to pay such amounts in the future.



                                       10
<PAGE>
                  2.28. SUBSIDIARY. "Subsidiary" means any majority owned
         subsidiary of the Company or any majority-owned subsidiary thereof, or
         any other corporation, partnership or business venture in which the
         Company owns, directly or indirectly, a significant financial interest
         provided that (i) the Board designates such corporation, partnership or
         business venture to be a Subsidiary for the purposes of this Plan for
         any Plan Year and (ii) the board of directors of the Company (or
         equivalent governing authority) of such corporation, partnership or
         business venture consents to being designated as a Subsidiary.

                  2.29. TERMINATION DATE. "Termination Date" means the date of
         termination of the Participant's Employment due to his death,
         Disability, Retirement or any other reason.



                                       11
<PAGE>
                                  ARTICLE III.
                                 ADMINISTRATION

         3.1. ADMINISTRATOR. The Administrator shall be the Person or Persons as
may be chosen by the Compensation Committee from time to time. In the event of a
vacancy in the office of Administrator, the Compensation Committee shall be the
Administrator. The Administrator shall serve at the pleasure of the Compensation
Committee and the Compensation Committee may remove or replace the Administrator
pursuant to procedures established by the Compensation Committee.

         The Administrator may also be a Participant. Any Administrator who is
also a Participant shall not act on any matter relating solely to himself. Any
action required under such circumstances shall be taken by the Compensation
Committee.

         The Administrator shall not receive any special compensation for
serving as Administrator, but shall be reimbursed by the Company for any
reasonable expenses incurred in connection therewith. No bond or other security
need be required of the Administrator.

         3.2. ADMINISTRATION OF PLAN. The Administrator shall operate,
administer, interpret, construe and construct the Plan, including, without
limitation, correcting any error or defect, supplying any omission or
reconciling any inconsistency. The Administrator reserves all powers necessary
or appropriate to implement and administer the terms and provisions of the Plan,
including the power to make findings of fact. The determination of the
Administrator as to the proper interpretation, construction, or application of
any term or provision of the Plan shall be final, binding, and conclusive with
respect to all interested persons and entities.

         3.3. DELEGATION. The Administrator may, in his discretion, delegate one
or more of his ministerial duties to his designated agents or to employees of
the Company or a Subsidiary, but may not delegate his discretionary authority to
make the determinations specified in Section 3.2.



                                       12
<PAGE>
         3.4. RELIANCE UPON INFORMATION. The Administrator shall not be liable
for any decision, action, omission, or mistake in judgment, provided that he
acted in good faith in connection with the administration of the Plan. Without
limiting the generality of the foregoing, any decision or action taken by the
Administrator in reasonable reliance upon any information supplied to him by the
board of directors of the Company, the Compensation Committee, any employee of
the Company or a Subsidiary, the Company's legal counsel, or the Company's
independent accountants shall be deemed to have been taken in good faith.

         The Administrator may consult with legal counsel, who may be counsel
for the Company or other counsel, with respect to his obligations or duties
hereunder, or with respect to any action, proceeding or question at law, and
shall not be liable with respect to any action taken, or omitted, in good faith
pursuant to the advice of such counsel.

         3.5. RESPONSIBILITY AND INDEMNITY. To the full extent permitted by law,
the Company shall indemnify and hold harmless each Plan Administration Employee
against, and each Plan Administration Employee shall be entitled without further
act on his part to indemnity from the Company for, any and all Losses, as and
when incurred, directly or indirectly, relating to, based upon, arising out of,
or resulting from his being or having been a Plan Administration Employee;
provided, however, that such indemnity shall not include any Losses incurred by
such Plan Administration Employee with respect to any matters as to which he is
finally adjudged in any such action, suit or proceeding to have been guilty of
criminal misconduct in the performance of his duties as a Plan Administration
Employee. Any such Plan Administration Employee shall give Company prompt
written notice of his actual receipt of service of process in any such action,
suit or other proceeding. Notwithstanding the foregoing, the right to
indemnification hereunder shall not be affected by any failure of a Plan
Administration




                                       13
<PAGE>
Employee to give such notice (or by delay by a Plan Administration Employee in
giving such notice) unless, and then only to the extent that, the rights and
remedies of the Company shall have been prejudiced as a result of the failure to
give, or delay in giving, such notice. In addition, any such Plan Administration
Employee shall, upon request of the Company, offer the Company in writing, the
opportunity to handle and defend same at its sole expense. The decision by the
Company to handle such proceeding shall conclusively determine that the Plan
Administration Employee is entitled to the indemnity provided herein. The
foregoing right of indemnification shall be in addition to any liability that
the Company may otherwise have to the Plan Administration Employee.

         The Company's obligation hereunder to indemnify the Plan Administration
Employee shall exist without regard to the cause or causes of the matters for
which indemnity is owed and expressly includes (but is not limited to) the
Losses, directly or indirectly, relating to, based upon, arising out of, or
resulting from any one or more of the following:

                  (i) the sole negligence or fault of any Plan Administration
         Employee or combination of Plan Administration Employees;

                  (ii) the sole negligence or fault of the Company;

                  (iii) the sole negligence or fault of third parties;

                  (iv) the concurrent negligence or fault or any combination of
         the Plan Administration Employee and/or the Company and/or any third
         party; and

                  (v) any other conceivable or possible combination of fault or
         negligence, it being the specific intent of the Company to provide the
         maximum possible indemnification protection hereunder, but excluding
         any such Losses that are finally




                                       14
<PAGE>
         adjudged by a court of competent jurisdiction to have resulted from the
         criminal misconduct of the Plan Administration Employee.

                  The Plan Administration Employee shall have the right to
         retain counsel of its own choice to represent him, however, such
         counsel shall be acceptable to the Company which acceptance shall not
         be unreasonably withheld. The Company shall pay the fees and expenses
         of such counsel and such counsel shall to the full extent consistent
         with its professional responsibilities cooperate with the Company and
         any counsel designated by it. The Company shall be liable for any
         settlement of any claim against the Plan Administration Employee made
         with the written consent of the Company which consent shall not be
         unreasonably withheld.

                  The foregoing right of indemnification shall inure to the
         benefit of the successors and assigns, and the heirs, executors,
         administrators and personal representatives of each Plan Administration
         Employee, and shall be in addition to all other rights to which the
         Plan Administration Employee may be entitled as a matter of law,
         contract, or otherwise.



                                       15
<PAGE>
                                   ARTICLE IV.
                                  PARTICIPATION

         4.1. ELIGIBILITY OF EMPLOYEES. The only individuals who shall be
eligible to participate in the Plan for the Plan Year are Employees who are
listed on Exhibit A attached hereto, or who are determined to be eligible by the
Company's Compensation Committee. Only a select group of management or highly
compensated Employees of the Company or a Subsidiary shall be eligible to
participate. Participation in the Plan for additional employees shall commence
on the day on which an Employee is approved as a Participant by the Compensation
Committee, unless the Compensation Committee's written notification pursuant to
Section 4.2 specifies a different date. If a Participant is eligible to receive
hypothetical Employer contributions pursuant to Section 4.3, such Participant's
name, Compensation Percentage and Commencement Year shall be listed on Exhibit
A. Only those Participants who are eligible to accrue a benefit for a given Plan
Year shall be eligible to have their Plan Account credited with hypothetical
Employer contributions for such Plan Year. The Compensation Committee may from
time to time in its sole discretion determine that a Participant shall no longer
be eligible to accrue a benefit under Section 4.3 of the Plan. From and after a
date that (i) takes place following such determination by the Compensation
Committee and (ii) is communicated to the Participant pursuant to Section 4.2,
(a) the Participant shall not be entitled to have his Account credited with any
hypothetical Employer contribution that is made in respect of Compensation paid
on and after the date of ineligibility and (b) the Participant shall continue as
a Participant in all other respects if he otherwise satisfies the requirements
of the Plan and accordingly shall be entitled to have his Account credited with
(i) a hypothetical Employer contribution in respect of Compensation paid prior
to the date of ineligibility and (ii) hypothetical interest on his Account until
his Termination Date.



                                       16
<PAGE>
         4.2. NOTIFICATION OF ELIGIBLE EMPLOYEES. Employees listed on Exhibit A
as of the Effective Date as well as any Employees subsequently approved as
Participants shall be notified in writing of their eligibility to actively
participate in the Plan as soon as practicable after the later of the Effective
Date or the date such Employee is approved for participation. Similarly, as soon
as practicable before the effective date on which any Participant is to become
ineligible to participate in hypothetical Employer contributions, the
Administrator shall notify the affected Participant of such ineligibility. An
Employee shall be a Participant hereunder as long as he has any balance credited
to his Plan Account under the Retirement Compensation Ledger.

         4.3. HYPOTHETICAL EMPLOYER CONTRIBUTIONS. With respect to each
Participant listed on Exhibit A, the Employer shall make a hypothetical
contribution to such Participant's Account equal to the Participant's
Compensation Percentage with respect to each Plan Year of Employment of the
Participant coinciding with or following such Participant's Commencement Year,
provided that such Participant was in continuous Employment from the date that
such Employee became a Participant through the last day of such Plan Year. With
respect to the Plan Year within which either the Effective Date occurs or the
Employee first becomes a Participant, any such hypothetical Employer
contribution shall be limited to Compensation earned after the later of (i) the
Effective Date or (ii) the date on which the Employee becomes a Participant.

         4.4. VESTING. Amounts which are credited to any Participant's Account
maintained in the Retirement Compensation Ledger shall be forfeited if such
Participant terminates Employment for any reason other than death, Disability,
or Retirement prior to the fifth (5th) anniversary of such Participant's first
day of Employment, with the Company, an Affiliate of the Company or Continental
Airlines, Inc.; provided, however, that all Accounts of all Participants



                                       17
<PAGE>

shall be fully vested and nonforfeitable upon a Change of Control, death,
Disability or Retirement.


                                       18
<PAGE>
                                   ARTICLE V.
                                     ACCOUNT

         5.1. CREDITING OF HYPOTHETICAL CONTRIBUTIONS TO ACCOUNTS. To the extent
that a hypothetical Employer contribution is made under the Plan on behalf of a
given Participant with respect to a Plan Year, a bookkeeping entry to reflect
the hypothetical contribution shall be credited by the Administrator to the
Participant's Account under the Retirement Compensation Ledger as of the last
day of the Plan Year. No such hypothetical contribution shall be credited to the
Participant's Account under the Retirement Compensation Ledger if the
Participant is not in Employment on the last day of the Plan Year, or if the
last day of the Plan Year is prior to the Participant's Commencement Year.
Notwithstanding the immediately preceding sentence, if a Participant, who would
otherwise be entitled to receive a hypothetical contribution is not in
Employment on the last day of the Plan Year and a Change of Control occurred at
any time during such Plan Year, or if such Participant terminated Employment
during such Plan Year due to death, Disability or Retirement, such Participant
shall receive a hypothetical contribution to his Account based upon such
Participant's Compensation during the Plan Year prior to termination of
Employment.

         5.2. HYPOTHETICAL INTEREST ON ACCOUNT. On the last day of each Plan
Year an additional amount shall be credited to the Account of each Participant
as hypothetical interest on such Participant's Account. Such hypothetical
interest shall be eight (8%) percent of the amount in such Participant's Account
on the first day of such Play Year; provided, however, that such rate of
interest may be changed by the Chief Executive Officer of the Company at any
time prior to the date on which hypothetical interest is credited to such
Participant's Account.

         No such hypothetical interest shall be credited to the Participant's
Account if the Participant is not in Employment on the last day of the Plan Year
unless such termination of



                                       19
<PAGE>
Employment occurred due to death, Disability or Retirement or during any Plan
Year in which there was a Change of Control. If the Participant's Employment
terminated due to death, Disability or Retirement or during any Plan Year in
which there was a Change of Control, hypothetical interest shall be credited to
the Participant's Account prorated for each day during such Plan Year prior to
his Termination Date. A Participant shall continue to be eligible to receive
hypothetical interest credits even if such Participant is no longer eligible to
receive hypothetical Employer contribution credits to his Account.




                                       20
<PAGE>
                                   ARTICLE VI.
                                  DISTRIBUTIONS

         6.1. AMOUNT OF DEFERRED COMPENSATION SUBJECT TO DISTRIBUTION. The
aggregate vested amount credited to a Participant's Account maintained under the
Retirement Compensation Ledger shall be distributed as provided in this Article
VI.

         6.2. FORM OF DISTRIBUTIONS. The amounts credited to a Participant's
Account shall be paid to such Participant (or to his Beneficiary in the event of
Participant's death) in a lump-sum distribution of the entire vested balance
credited to the Participant's Account up to the date benefits are paid, less any
withholding pursuant to Section 6.9.

         6.3. TIMING OF DISTRIBUTIONS. Distributions payable under the Plan
shall be made as soon as reasonably practicable after the Participant's
Termination Date. Any amounts credited to a Participant's Account after the
Participant's Termination Date shall be distributed as soon as reasonably
practicable following the Plan Year with respect to which such amounts were
credited. In the event of a Change of Control, lump sum distributions shall be
made as soon as reasonably practicable following such Change of Control;
provided, however, that such distribution shall not be made if at any time prior
to such Change of Control the Participant to whom the Account would otherwise be
distributed elects to waive his right to receive a distribution upon a Change of
Control. Such waiver shall be in writing and shall not be effective unless
received by the Administrator prior to the Change of Control. Any waiver of a
right to receive a distribution upon a Change of Control shall be effective only
with respect to the first such Change of Control occurring after receipt of such
waiver and the Participant shall not be deemed to have waived his right to a
distribution upon any future Change of Control, unless the Participant's waiver
expressly so states.



                                       21
<PAGE>
         6.4. PAYOR OF DEFERRED COMPENSATION. Benefits payable under the Plan
with respect to a Participant's Account shall be the obligation of, and payable
by, the Employer that employed that Participant with respect to the periods for
which hypothetical contributions are made hereunder; provided, however, should
the Company pay any portion of a Subsidiary's obligation hereunder, the Company
may seek reimbursement from any Subsidiary which employed the Participant.
Adoption and maintenance of the Plan by the Company and any Subsidiary shall
not, for that reason, create a joint venture or partnership relationship between
or among such entities for purposes of payment of benefits under the Plan or for
any other purpose.

         Neither the Company nor any Subsidiary shall set aside any assets or
otherwise create any type of fund in which any Participant, or any person
claiming under such Participant, has an interest other than that of an unsecured
general creditor of the Company or Subsidiary, or which would provide any
Participant, or any person claiming under such Participant, with a legally
enforceable right to priority over any general creditor of the Company or
Subsidiary in the event of insolvency of the Company or Subsidiary.

         6.5. CLAIMS PROCEDURES. A Participant is not required to file a claim
to receive benefits payable under the Plan. The Administrator shall pay benefits
due under the Plan in accordance with the terms of the Plan. To the extent that
such payments are not made when due, a claim should be submitted to the
Administrator by the Participant, or by his Beneficiary in the event of
Participant's death ("Claimant" for purposes of this Section). A decision on a
Claimant's claim for benefits shall be made within thirty (30) days after
receipt of the claim. In the event there is a disagreement concerning the amount
payable to the Claimant, the Claimant shall receive written notification of the
amount in dispute and shall be entitled to a full review of his claim. A
Claimant desiring a review must submit a written request to the Compensation



                                       22

<PAGE>
Committee requesting such a review, which request should include whatever
comments or arguments that the Claimant wishes to make. Incident to the review,
the Claimant may represent himself or appoint a representative to do so, and he
shall have the right to inspect all documents pertaining to the issue. A request
for a review must be filed with the Compensation Committee within thirty (30)
days after notice of the claim denial is received by the Claimant. If no request
is received within the 30-day time limit, the determination of the amount due by
the Administrator will be final.

         If a request for review of a disputed amount is timely filed, the
Compensation Committee shall render its decision under normal circumstances
within sixty (60) days of its receipt of the request for review. In special
circumstances the decision may be delayed but must in any event be rendered no
later than ninety (90) days after receipt of the Claimant's request. All
decisions of the Compensation Committee shall be in writing and shall include
specific reasons for whatever action has been taken, as well as the Plan
provisions on which the decision is based.

         6.6. FACILITY OF PAYMENTS. Every person receiving or claiming benefits
under the Plan shall be conclusively presumed to be mentally competent until the
date on which the Administrator receives written notice, in a form and manner
acceptable to the Administrator, that such person is incompetent, and that a
guardian, conservator, or other person legally vested with the care of such
person's person or estate has been appointed; provided, however, that if the
Administrator shall find that any person to whom a benefit is payable under the
Plan is unable to care for such person's affairs because of incompetency, any
payment due (unless a prior claim therefore shall have been made by a duly
appointed legal representative) may be paid to such person as the Administrator
determines, in its sole discretion, to be the most competent to handle



                                       23
<PAGE>
such person's affairs. Any such payment so made shall be a complete discharge of
liability therefor under the Plan.

         6.7. BENEFICIARY DESIGNATIONS. Each Employee upon becoming a
Participant may file with the Administrator a designation of one or more
Beneficiaries to whom benefits otherwise payable to the Participant shall be
made in the event of his death prior to the complete distribution of his
Account. Such designation shall be effective when received in writing by the
Administrator. A Participant may, from time to time, revoke or change his
Beneficiary designation by filing a new designation with the Administrator. The
last valid designation received by the Administrator shall be controlling;
provided, however, that no Beneficiary designation, or change or revocation
thereof, shall be effective unless received by the Administrator prior to the
Participant's death and in no event shall it be effective as of a date prior to
its receipt. Notwithstanding any contrary provision of this paragraph, no
Beneficiary designation made by a Participant who is married at the time of his
death, other than one which designates the spouse of such Participant as the
sole Beneficiary, shall be valid without the written consent of the spouse of
such Participant. Any designation by a Participant of his spouse as a
Beneficiary shall be automatically void and of no effect immediately upon the
entry of a final order or decree of divorce of such Participant from such spouse
unless either (i) such Participant redesignates such spouse as his or her
Beneficiary after such divorce; or (ii) the Administrator is ordered by a court
of competent jurisdiction to pay all or part of the Account to such spouse upon
Participant's death or other Termination Date and the Administrator, in its sole
discretion, determines that such order is valid, binding and enforceable against
the Company or the Administrator. Any payment made to a deceased Participant's
spouse or former spouse pursuant to this Section shall be a complete discharge
of liability therefor under the Plan. All



                                       24
<PAGE>
amounts payable to the deceased Participant's Beneficiary shall be paid as soon
as administratively practicable following the Participant's death in the form of
a lump sum cash distribution.

         If no valid Beneficiary designation is in effect at the time of a
Participant's death, or if no designated Beneficiary survives the Participant,
or if such designation conflicts with applicable law or the terms of this Plan,
the payment of the Participant's death benefits under the Plan shall be made to
the Participant's estate. If the Administrator is in doubt as to the right of
any person to receive such amount, the Administrator may direct that the amount
be paid into any court of competent jurisdiction, and such payment shall be a
full and complete discharge of any liability or obligation of the Plan, Company,
Administrator, Compensation Committee, and other interested parties.

         6.8. WITHHOLDING OF TAXES. The Employer shall withhold from the amount
of benefits payable under the Plan or from the Participant's Compensation, all
federal, state and local taxes required to be withheld under any applicable law
or governmental regulation or ruling. Without limiting the scope of the
immediately preceding sentence, the Employee portion of any employment taxes due
on deferrals hereunder shall be withheld from the Participant's Compensation
amounts payable under this Plan, or under such other arrangement as may be
acceptable to the Administrator.



                                       25
<PAGE>
                                  ARTICLE VII.
                             RIGHTS OF PARTICIPANTS

         7.1. ANNUAL STATEMENT TO PARTICIPANTS. As soon as practicable after the
end of each Plan Year, or at such other time as the Administrator determines to
be appropriate, the Administrator shall cause to be prepared and delivered to
each Participant a written statement showing such information as the
Administrator decides is appropriate.

         7.2. LIMITATION OF RIGHTS. Nothing in this Plan shall be construed to:

                  (i) Give any individual who is employed by the Company or any
         Subsidiary or Affiliates any right to be a Participant in the Plan
         unless and until such person meets applicable eligibility requirements;

                  (ii) Give a Participant or any other person any interests or
         rights, other than as an unsecured general creditor of the Company or
         any Subsidiary, with respect to the Earnings credited or charged to
         Participant's Account under the Retirement Compensation Ledger until
         such amounts are actually distributed to him;

                  (iii) Limit in any way the right of the Employer to terminate
         a Participant's Employment;

                  (iv) Give a Participant or any other person any interest in
         any fund or in any specific asset of the Company or any Subsidiary;

                  (v) Be evidence of any agreement or understanding, express or
         implied, that the Employer will employ a Participant in any particular
         position, at any particular rate of remuneration, or for any particular
         time period; or

                  (vi) Create a fiduciary relationship between the Participant
         and the Company, Subsidiary, Compensation Committee, Administrator, or
         any Affiliate.



                                       26
<PAGE>
         7.3. NONALIENATION OF BENEFITS. No right or benefit under this Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same will be void and without effect. No right
or benefit hereunder shall in any manner be liable for or subject to any debts,
contracts, liabilities or torts of the person entitled to such benefits. If any
Participant or Beneficiary hereunder shall become bankrupt or attempt to
anticipate, alienate, assign, sell, pledge, encumber, or charge any right or
benefit hereunder, or if any creditor shall attempt to subject the same to a
writ of garnishment, attachment, execution, sequestration, or any other form of
process or involuntary lien or seizure, then such right or benefit shall be held
by the Company for the sole benefit of the Participant or Beneficiary, his
spouse, children, or other dependents, or any of them, in such manner as the
Administrator shall deem proper, free and clear of the claims of any party.

         The first paragraph of this Section shall not preclude (i) the
Participant from designating a Beneficiary to receive any benefit payable
hereunder upon his death, (ii) the executors, administrators, or other legal
representatives of the Participant or his estate from assigning any rights
hereunder to the person or persons entitled thereto, or (iii) compliance on the
part of the Administrator with an order issued by a court of competent
jurisdiction.

         7.4. PREREQUISITES TO BENEFITS. No Participant, nor any person claiming
through a Participant, shall have any right or interest in the Plan, or any
benefits hereunder, unless and until all the terms, conditions and provisions of
the Plan which affect such Participant or such other person shall have been
complied with as specified herein.



                                       27
<PAGE>
                                  ARTICLE VIII.
                                  MISCELLANEOUS

         8.1. AMENDMENT OR TERMINATION OF THE PLAN. The Compensation Committee
may amend or terminate the Plan at any time effective as of the date specified
by the Compensation Committee, including amendments with a retroactive effective
date. In addition, unless the particular Participant (or his Beneficiary in the
event of the Participant's death) consents in writing, no such amendment or
termination shall adversely affect any rights of such Participant or Beneficiary
to any amounts which are required to be allocated and credited hereunder to his
Account maintained under the Retirement Compensation Ledger.

         8.2. POWERS OF THE COMPANY. The existence of outstanding and unpaid
benefits under the Plan shall not affect in any way the right or power of the
Employer to make or authorize any adjustments, recapitalization, reorganization
or other changes in the Employer's capital structure or in its business, or any
merger or consolidation of the Employer, or any issue of bonds, debentures,
common or preferred stock, or the dissolution or liquidation of the Employer, or
any sale or transfer of all or any part of their assets or business, or any
other act or corporate proceeding, whether of a similar character or otherwise.

         8.3. WAIVER. No term or condition of this Plan shall be deemed to have
been waived, nor shall there be an estoppel against the enforcement of any
provision of this Plan, except by written instrument of the party charged with
such waiver or estoppel. No such written waiver shall be deemed a continuing
waiver unless specifically stated therein, and each such waiver shall operate
only as to the specific term or condition waived and shall not constitute a
waiver of such term or condition for the future or as to any act other than that
specifically waived.





                                       28
<PAGE>
         Any waiver by either party hereto of a breach of any provision of this
Plan by the other party shall not operate or be construed as a waiver by such
party of any subsequent breach thereof.

         8.4. SEPARABILITY. In the event that any provision of this Plan is
declared invalid and not binding on the parties hereto in a final decree or
order issued by a court of competent jurisdiction, such declaration shall not
affect the validity of the other provisions of this Plan to which such
declaration of invalidity does not relate and such other provisions shall remain
in full force and effect.

         8.5. GENDER, TENSE AND HEADINGS. Whenever the context requires, words
of the masculine gender used herein shall include the feminine and neuter, and
words used in the singular shall include the plural. The words "hereof",
"hereunder", "herein," and similar compounds of the word "here" shall refer to
the entire Plan and not to any particular term or provision of the Plan.
Headings of Articles and Sections, as used herein, are inserted solely for
convenience and reference and shall not affect the meaning, interpretation or
scope of the Plan.

         8.6. GOVERNING LAW. The Plan shall be subject to and governed by the
laws of the State of Texas (other than such laws relating to choice of laws),
except to the extent preempted by other applicable federal law.

         8.7. NOTICE. Any notice required or permitted to be given under this
Plan shall be sufficient if in writing and hand-delivered with appropriate proof
of same, or sent by registered or certified mail, return receipt requested, to
the Employer, Administrator, Compensation Committee, Participant, Beneficiary or
other person or entity at the address last furnished by such person or entity.
Such notice shall be deemed given as of the date of delivery or, if delivery



                                       29
<PAGE>
is made by mail, as of the date shown on the postmark on the receipt for
registration or certification.

         IN WITNESS WHEREOF, this Plan document is executed this 14th day
of February, 2003 by a duly authorized officer of the Company, to be
effective as of April 17, 2002.


                          EXPRESSJET AIRLINES, INC.



                 By:      /s/ Karen P. Miles
                     --------------------------------------------------------
                 Name:    Karen P. Miles
                       ------------------------------------------------------
                 Title:   Vice President - Human Resources and Administration
                        -----------------------------------------------------




                                       30