| Exhibit 10.13(b) |
|------------------|

**AMENDMENT TOEMPLOYMENT AGREEMENT**

            **THIS AMENDMENT TO EMPLOYMENT AGREEMENT** (this“Amendment”) is made by and between **EXPRESSJET HOLDINGS, INC.**, a Delaware corporation (“Company”),and **FREDERICK S. CROMER** (“Executive”). 

**W I T N E S S E T H:**

            **WHEREAS**, Company and Executive and ContinentalAirlines, Inc., a Delaware corporation (“Continental”) previously entered into that certain Employment Agreement, datedas of April 17, 2002 and amended as of April 24, 2002 (the “Agreement”), setting forth the terms of Executive'semployment with Company;

            **WHEREAS**, the parties now desire to modify theAgreement with this Amendment as of the date hereof (the “Effective Date”), provided that the amendment to Section 3.1shall be effective as of April 1, 2005; and

            **WHEREAS**, this Amendment does not affect the rights or duties of Continental, and the approval of Continental is not requiredwith respect to this Amendment;

            **NOW THEREFORE**, for and in consideration of the mutualpromises, covenants and obligations contained herein, Company and Executive hereby agree as follows:

            1.         DefinedTerms.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in theAgreement.

            2.         Thefollowing new Sections 2.3 and 2.4 are hereby added to the Agreement:

            “2.3     **Company’s Rightto Terminate**.  Company, acting pursuant to an express resolution of the Board of Directors of Company (the “Board ofDirectors”), shall have the right to terminate Executive’s employment under this Agreement at any time for any of thefollowing reasons:

            (i)         uponExecutive’s death;

            (ii)        uponExecutive’s becoming incapacitated for a period of at least 180 days by accident, sickness or other circumstance whichrenders him mentally or physically incapable of performing the material duties and services required of him hereunder on afull-time basis during such period;

----

            (iii)       for cause, whichfor purposes of this Agreement shall mean Executive’s gross negligence or willful misconduct in the performance of, orExecutive’s abuse of alcohol or drugs rendering him unable to perform, the material duties and services required of himpursuant to this Agreement;

            (iv)       forExecutive’s material breach of any provision of this Agreement which, if correctable, remains uncorrected for 30 daysfollowing receipt by Executive of written notice by Company of such breach; or

            (v)        for any otherreason whatsoever, in the sole discretion of the Board of Directors.”

            “2.4     **Executive’s Rightto Terminate**.  Executive shall have the right to terminate his employment under this Agreement at any time for any of thefollowing reasons:

            (i)         theassignment to Executive of duties materially inconsistent with the duties associated with the position described in paragraph 1.2as such duties are constituted as of the Effective Date;

            (ii)        a materialdiminution in nature or scope of Executive’s authority, responsibilities, or title from those applicable to him as of theEffective Date;

            (iii)       the occurrence ofmaterial acts or conduct on the part of Company or ExpressJet or their respective officers or representatives which preventExecutive from performing his duties and responsibilities pursuant to this Agreement;

            (iv)       Company orExpressJet requiring Executive to be permanently based anywhere outside a major urban center in Texas; 

            (v)        the taking ofany action by Company or ExpressJet that would materially adversely affect the corporate amenities enjoyed by Executive on theEffective Date;

            (vi)       a material breach byCompany of any provision of this Agreement which, if correctable, remains uncorrected for 30 days following receipt by Company ofwritten notice of such breach by Executive; or

            (vii)      for any other reasonwhatsoever, in the sole discretion of Executive.”

            3.         The firstsentence of Section 3.1 of the Agreement is hereby amended and restated in its entirety as follows:

----

“During the period of this Agreement, Executive shall receive a minimum annual base salary equal to the greater of (i)$239,200.00 or (ii) such amount as Company and Executive mutually may agree upon from time to time.”

            4.         Section4.1 of the Agreement is hereby amended as follows:

            i.          The phrase “prior to a Change in Control or after the date that is eighteen monthsafter a Change in Control” is hereby inserted after the phrase “Involuntary Termination” in Clause (A) of Section4.1.

            ii.        Sub-clauses (iv) and (v) are hereby added to Clause (A) of Section 4.1 immediately after Sub-clause (iii) of Clause (A) of Section4.1 as follows:

“(iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board ofDirectors pay Executive a pro rata target bonus at the same time bonuses are paid to active employees of Company, and (v) Companyshall provide Executive with Outplacement Services (as such term is defined in paragraph 4.4)”

            iii.        Clause (C) ishereby added to Section 4.1 immediately after Clause (B) of Section 4.1 as follows:

“, or (C) if such termination shall constitute an Involuntary Termination or a termination by Executive ofExecutive’s employment with Company for any reason encompassed by paragraph 2.4 and such termination occurs within eighteenmonths after a Change in Control, then, subject to the provisions of paragraphs 4.2 and 4.3, (1) Continental and Company shallprovide Executive with Flight Privileges for the remainder of Executive’s lifetime; provided, however, that a termination byExecutive of Executive’s employment with Company for any reason encompassed by paragraph 2.4 shall not create a duty on thepart of Continental to provide Executive with Flight Privileges, (2) Company shall provide Executive and his eligible dependentswith Continuation Coverage (as such term is defined in paragraph 4.4) for the Severance Period (as such term is defined inparagraph 4.4), (3) Company shall pay Executive on or before the effective date of such termination a lump-sum cash payment in anamount equal to the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonusprogram) equal to the amount of Executive’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediatelyprior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonus program at therate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of dayswhich have elapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundredsixty-five (365), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate in effect immediatelyprior to Executive’s termination of employment, plus (C) two times the amount of Executive’s annual base salarypursuant to paragraph 3.1 at the rate in effect

----

immediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonusprogram in effect for the year of termination, and (4) Company shall provide Executive with Outplacement Services (as such term isdefined in paragraph 4.4).  Notwithstanding anything contained herein, if a Change in Control occurs and Executive’semployment with Company is terminated by reason of an Involuntary Termination prior to the date of the Change in Control, and ifsuch termination of employment was at the request of a third party who has taken steps reasonably calculated to effect the Changein Control, then Executive shall, in lieu of the payments and benefits described in paragraph 4.1(A) above, be entitled to thepayments and additional benefits described in this paragraph 4.1(C) as if such Involuntary Termination had occurred within eighteenmonths following the Change in Control.”

            5.         Thefollowing new Clause (i) of Section 4.4 is hereby added to the Agreement, and former Clauses (i), (ii), (iii) and (iv) of Section4.4 are hereby renumbered as Clauses (ii), (iii), (iv) and (v), respectively:

            “Change in Control” shall have the meaningassigned to such term in Company’s 2002 Stock Incentive Plan as in effect on the Effective Date;”

            6.         Sub-clause(2) in Clause (ii) of Section 4.4 is hereby amended to delete the phrase “his Involuntary Termination” appearingtherein and to substitute the phrase “the termination of his employment” therefor.

            7.         Clause(iv) of Section 4.4 is hereby amended as follows:

            i.          Thephrase “For the purposes of determining Continental’s rights or duties hereunder,” is hereby inserted before thephrase “‘Involuntary Termination’” in Clause (iv) of Section 4.4.

            ii.         Thefollowing sentence is hereby added immediately after the first sentence of Clause (iv) of Section 4.4:

“For all other purposes, ‘Involuntary Termination’ shall mean any termination by Company of Executive’semployment with Company for any reason other than those reasons encompassed by paragraphs 2.3(i), (ii), (iii) or (iv).”

            8.         Clause (v)of Section 4.4 is hereby amended to delete the phrase “Executive’s Involuntary Termination” appearing therein andto substitute the phrase “the termination of Executive’s employment” therefor.

            9.         Thefollowing new Clause (vi) of Section 4.4 is hereby added to the Agreement, and former Clause (v) of Section 4.4 is herebyrenumbered as Clause (vii):

----

            “Outplacement Services” shall mean outplacementservices, at Company’s cost and for a period of twelve months beginning on the date of Executive’s termination ofemployment, to be rendered by an agency selected by Executive and approved by the Board of Directors or the Human ResourcesCommittee of the Board (with such approval not to be unreasonably withheld); and”

            10.       Clause (vii) ofSection 4.4 of the Agreement is hereby amended and restated in its entirety as follows:

            “Severance Period” shall mean the periodcommencing on the date of Executive’s termination of employment and continuing for twenty-four months.”

            11.       The following newSections 4.5 and 4.6 are hereby added to the Agreement:

            “4.5  **Payment Obligations Absolute**.   Company’s obligation to pay Executive the amounts and to make the arrangements provided in this Article IV shallbe absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off,counterclaim, recoupment, defense or other right which Company (including its subsidiaries and affiliates) may have against him oranyone else.  All amounts payable by Company shall be paid without notice or demand.  Executive shall not be obligated toseek other employment in mitigation of the amounts payable or arrangements made under any provision of this Article IV, and, exceptas provided in paragraph 4.4 with respect to Continuation Coverage, the obtaining of any such other employment (or the engagementin any endeavor as an independent contractor, sole proprietor, partner, joint venturer, or otherwise) shall in no event effect anyreduction of Company’s obligations to make (or cause to be made) the payments and arrangements required to be made under thisArticle IV.”     

            “4.6     **Code Section 280GProvisions**.  Notwithstanding any other provision of this Agreement, if by reason of Section 280G of the Internal RevenueCode of 1986, as amended (the “Code”) any payment or benefit received or to be received by Executive in connection witha Change in Control or the termination of Executive’s employment (whether payable pursuant to the terms of this Agreement(“Contract Payments”) or any other plan, arrangements or agreement with Company or an Affiliate (as defined below)(collectively with the Contract Payments, “Total Payments”)) would not be deductible (in whole or part) by Company, anAffiliate or other person making such payment or providing such benefit, then the Contract Payments shall be reduced (to zero ifnecessary) until no portion of the Total Payments is not deductible by reason of Section 280G of the Code; provided, however, thatno such reduction shall be made unless the net after-tax benefit received by Executive shall after such reduction would exceed thenet after-tax benefit received by Executive if no such reduction was made and provided that if any reduction is required, Executiveshall have the right to determine which of the Contract Payments shall be reduced.  The foregoing determination and all

----

  determinations under this Section 4.6 shall be made by the Accountants (as defined below).  For purposes of thissection, "net after-tax benefit" shall mean (i) the Total Payments that would constitute "parachute payments" within the meaning ofSection 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to such paymentscalculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on therate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii)the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of theCode.  For purposes of the foregoing determinations, (a) no portion of the Total Payments the receipt or enjoyment of whichExecutive shall have effectively waived in writing prior to the date of payment of the Severance Payment shall be taken intoaccount; (b) no portion of the Total Payments shall be taken into account which in the opinion of the Accountants does notconstitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (without regard to subsection(A)(ii) thereof); (c) the Contract Payments shall be reduced only to the extent necessary so that the Total Payments in theirentirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code, inthe opinion of the Accountants; and (d) the value of any non-cash benefit or any deferred payment or benefit included in the TotalPayments shall be determined by the Accountants in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of this Section 4.6, the term “Affiliate” means Company’s successors, any person whose actionsresult in a Change in Control or any corporation affiliated (or which, as a result of the completion of the transactions causing aChange in Control shall become affiliated) with Company within the meaning of Section 1504 of the Code and“Accountants” shall mean Company’s independent certified public accountants serving immediately prior to theChange in Control, unless the Accountants are also serving as accountant or auditor for the individual, entity or group effectingthe Change in Control, in which case Company shall appoint another nationally recognized public accounting firm to make thedeterminations required hereunder (which accounting firm shall then be referred to as the Accountants hereunder).  Forpurposes of making the determinations and calculations required herein, the Accountants may make reasonable assumptions andapproximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application ofSections 280G and 4999 of the Code, provided that the Accountant's determinations must be made on the basis of “substantialauthority" (within the meaning of Section 6662 of the Code).  All fees and expenses of the Accountants shall be borne solelyby Company.”

            12.       ContinuingEffectiveness of Agreement.  Except as expressly provided herein to the contrary, the Agreement shall remain unaffected andshall continue in full force and effect after the date hereof.  No provision of this Amendment is intended to or shall beinterpreted to affect the rights or duties of Continental.

----

            13.       Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (includingcounterparts delivered by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the sameinstrument.  Any such counterpart delivered by telecopy shall be effective as an original for all purposes. 

----

           **IN WITNESS WHEREOF**, the parties hereto have executed this Amendment as of the 14th day of March, 2005, to be effective as ofthe Effective Date, provided that the amendment to Section 3.1 shall be effective as of April 1, 2005.

|         |                                                       | ExpressJet Holdings, Inc. By: /s/ James B.Ream                                 James B. Ream President and Chief Executive Officer |
|--------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                       |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                |
|                                       |                                                                                                                                                                                                                                                                                                                           | “Executive” By: /s/ Frederick S. Cromer             Frederick S. Cromer                                                                                                                                                    |

----