| Exhibit 10.15 |
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**AMENDED AND RESTATEDEMPLOYMENT AGREEMENT**

            This Amended and Restated Employment Agreement (this“Agreement”) is made by and between ExpressJet Holdings, Inc., a Delaware corporation (“Company”), andScott R. Peterson (“Executive”). 

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

            **WHEREAS**, Company and Executive previously entered intothat certain Employment Agreement, dated as of October 16, 2003 (the “Original Agreement”), setting forth the terms ofExecutive's employment with Company; and

            **WHEREAS**, the parties now desire to have this Agreementamend and restate the Original Agreement in its entirety and supersede the Original Agreement in all respects effective as of thedate hereof (the “Effective Date”), except for Section 3.1 which shall become effective April 1, 2005;

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

**ARTICLE I:  EMPLOYMENT AND DUTIES**

            1.1       **Employment;Effective Date**.  Beginning as of the Effective Date, Company agrees to employ Executive and Executive agrees to beemployed by Company, at will of both Company and Executive, subject to the terms and conditions of this Agreement.

            1.2      **Position**.  From and after the Effective Date, Executive shall be employed in the position of Vice President,General Counsel and Secretary of Company and ExpressJet Airlines, Inc. and/or any successor to substantially all of the assets ofExpressJet Airlines, Inc. (ExpressJet Airlines, Inc. and any such successor shall be collectively referred to herein as“ExpressJet”), or Company shall employ, or cause a subsidiary of Company to employ, Executive in such other position orpositions as the parties may mutually agree.

            1.3       **Duties andServices**.  Executive agrees to serve in the positions referred to in paragraph 1.2 and to perform diligently and tothe best of his abilities the duties and services appertaining to such offices as determined by Company or ExpressJet, asapplicable, as well as such additional duties and services which Executive from time to time may be reasonably directed to performby Company or ExpressJet, as applicable.

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**ARTICLE II:  AT-WILL EMPLOYMENT RELATIONSHIP**

            2.1       **EmploymentAt-Will**.  The employment relationship between Executive and Company is at-will.  Each of Executive and Companyshall have the right to terminate the employment relationship at any time and for any reason whatsoever, with or without cause, andwithout any liability or obligation except as may be expressly provided in this Agreement.

            2.2       **Notice ofTermination**.  If Company or Executive desires to terminate Executive’s employment hereunder, it or he shall doso by giving written notice to the other party that it or he has elected to terminate Executive’s employment hereunder andstating the effective date and reason for such termination, provided that no such action shall alter or amend any other provisionshereof or rights arising hereunder.

**ARTICLE III:  COMPENSATION AND BENEFITS**

            3.1       **BaseSalary**.  During the period of this Agreement, Executive shall receive a minimum annual base salary equal to thegreater of (i) $193,200.00 or (ii) such amount as Company and Executive mutually may agree upon from time to time. Executive’s annual base salary shall be paid in equal installments in accordance with Company’s standard policyregarding payment of compensation to executives but no less frequently than semi-monthly.

            3.2       **BonusPrograms**.  Executive shall participate in each cash bonus program maintained by Company or ExpressJet on and after theEffective Date (including without limitation any such program maintained for the year during which the Effective Date occurs) at alevel which is not less than the participation level made available to similarly situated employees of the Company.

            3.3       **Other CompanyBenefits**.  Executive shall be entitled to no less than four weeks of vacation benefits annually.  During hisemployment hereunder, Executive and, to the extent applicable, Executive’s family, dependents and beneficiaries, shall beallowed to participate in all benefits, plans, and programs, including improvements or modifications of the same, which are now, ormay hereafter be, available to similarly situated employees of Company or ExpressJet.  Such benefits, plans and programs mayinclude, without limitation, profit sharing plan, thrift plan, annual physical examinations, health insurance or health care plan,life insurance, disability insurance, pension plan, pass privileges on Continental Airlines, Inc. (“Continental”) orExpressJet flights, flight privileges and the like.  Company shall not, however, by reason of this paragraph be obligated toinstitute, maintain, or refrain from changing, amending or discontinuing, any such benefit plan or program, so long as such changesare similarly applicable to similarly situated employees generally; provided, however, that Company shall not change, amend ordiscontinue Executive’s Flight Privileges (as defined below) without his prior written consent.  Executive will beeligible to receive restricted stock and stock option grants under the Company’s equity incentive plans in accordance withCompany policy and Executive’s position within the Company.  For all purposes, including without limitationcompensation, benefits and perquisites, Executive shall be given credit for all time spent in the employment of Continental. To the extent that such

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credit is not permitted by law with respect to any benefit plan, additional credit, benefits and/or compensation shall begranted outside such plan in order to provide a benefit that places Executive in substantially the same economic position. Company shall use its reasonably commercial best efforts to provide Platinum Elite OnePass Cards (or similar highest categorysuccessor frequent flyer cards) in Executive’s and Executive’s spouse’s names for use on the System and amembership for Executive and Executive’s spouse in Continental’s Presidents Club (or any successor program maintainedin the System).

**ARTICLE IV: TERMINATION OF EMPLOYMENT**

            4.1       **Company’sRight to Terminate**.  Company, acting pursuant to an express resolution of the Board of Directors of Company (the“Board of Directors”), shall have the right to terminate Executive’s employment under this Agreement at any timefor any of the following 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.

            4.2      **Executive’s Right to Terminate**.  Executive shall have the right to terminate his employment under thisAgreement at any time for any of the following reasons:

            (i)         theassignment to Executive of duties materially inconsistent with the duties associated with the positions 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;

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            (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.

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            4.3       **PaymentObligations Absolute**.  Company’s obligation to pay Executive the amounts and to make the arrangements providedin this Article IV shall be absolute and unconditional and shall not be affected by any circumstances, including, withoutlimitation, any set-off, counterclaim, recoupment, defense or other right which Company (including its subsidiaries and affiliates)may have against him or anyone else.  All amounts payable by Company shall be paid without notice or demand.  Executiveshall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision ofthis Article IV, and, except as provided in paragraph 5.4 with respect to Continuation Coverage, the obtaining of any such otheremployment (or the engagement in any endeavor as an independent contractor, sole proprietor, partner, joint venturer, or otherwise)shall in no event effect any reduction of Company’s obligations to make (or cause to be made) the payments and arrangementsrequired to be made under this Article IV.

**ARTICLE V:  EFFECT OF TERMINATION**

            5.1       **Effect onCompensation**.  Upon termination of the employment relationship by either Executive or Company, regardless of thereason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of hisemployment, except that:

            (i)         if suchtermination shall constitute an Involuntary Termination prior to a Change in Control or after the date that is eighteen monthsafter a Change in Control (as such terms are defined in paragraph 5.4), then, subject to the provisions of paragraphs 5.2 and 5.3,(1) Company shall provide Executive with Flight Privileges (as such term is defined in paragraph 5.4) for the remainder ofExecutive’s lifetime, (2) Company shall provide Executive and his eligible dependents with Continuation Coverage (as suchterm is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4), (3) Company shall payExecutive the Monthly Severance Amount (as such term is defined in paragraph 5.4) each month during the Severance Period, (4)Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board of Directors payExecutive a pro rata

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target bonus at the same time bonuses are paid to active employees of Company, and (5) Company shall provide Executive withOutplacement Services (as such term is defined in paragraph 5.4); and

            (ii)        if suchtermination shall constitute an Involuntary Termination or a termination by Executive of Executive’s employment with Companyfor any reason encompassed by paragraph 4.2 and such termination occurs within eighteen months after a Change in Control, then,subject to the provisions of paragraphs 5.2 and 5.3, (1) Company shall provide Executive with Flight Privileges (as such term isdefined in paragraph 5.4) for the remainder of Executive’s lifetime, (2) Company shall provide Executive and his eligibledependents with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is definedin paragraph 5.4), (3) Company shall pay Executive on or before the effective date of such termination a lump-sum cash payment inan amount 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 effectimmediately prior to Executive’s termination of employment, multiplied by the target rate under Company’s cash bonusprogram at the rate in effect for the year of termination, and further multiplied by a fraction, the numerator of which is thenumber of days which have elapsed in the calendar year during which the date of termination falls, and the denominator of which isthree hundred sixty-five (365), plus (B) two times the Executive’s base salary pursuant to paragraph 3.1 at the rate ineffect immediately prior to Executive’s termination of employment, plus (C) two times the amount of Executive’s annualbase salary pursuant 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 bonus program in effect for the year of termination, and (4) Company shallprovide Executive with Outplacement Services (as such term is defined in paragraph 5.4).  Notwithstanding anything containedherein, if a Change in Control occurs and Executive’s employment with Company is terminated by reason of an InvoluntaryTermination prior to the date of the Change in Control, and if such termination of employment was at the request of a third partywho has taken steps reasonably calculated to effect the Change in Control, then Executive shall, in lieu of the payments andbenefits described in paragraph 5.1(i) above, be entitled to the payments and additional benefits described in this paragraph5.1(ii) as if such Involuntary Termination had occurred within eighteen months following the Change in Control; and

            (iii)       if such terminationis a result of Executive’s retirement under Company’s retirement policy or program generally applicable to similarlysituated employees of Company, then Company shall, subject to the provisions of paragraph 5.3, provide Executive with FlightPrivileges for the remainder of Executive’s lifetime. 

            No remuneration or wages earned by Executive during or withrespect to the Severance Period (whether earned as an employee, independent contractor, sole proprietor, joint venturer, orotherwise) shall reduce Company’s obligation to pay the Monthly Severance Amount each month during the SeverancePeriod.  Company may set off any amounts owed by Executive to Company or any of its affiliates against any obligation to paythe Monthly Severance Amount.

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            5.2       **LiquidatedDamages**.  In light of the difficulties in estimating the damages to Executive in the event Executive’semployment is subject to an Involuntary Termination, Company and Executive hereby agree (for themselves and for the express anddirectly enforceable benefit of Company’s affiliates) that the payments and benefits, if any, to be received by Executivepursuant to paragraph 5.1 shall be received by Executive as liquidated damages.  Payment of the compensation and benefits toExecutive pursuant to paragraph 5.1 shall be offset against any amounts to which Executive may otherwise be entitled under any andall severance plans and policies maintained by Company or its affiliates.

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            5.3       **CertainPost-Termination Obligations**.  As part of the consideration for the compensation to be paid under this Agreement, toprotect the trade secrets and confidential information of Company and its affiliates that have been and will in the future bedisclosed or entrusted to Executive, the business opportunities of Company and its affiliates that have been and will in the futurebe disclosed or entrusted to Executive, the relationships with customers of Company and its affiliates that have been and will inthe future be developed in Executive, the special training and knowledge relevant to Executive’s employment responsibilitiesand duties, or the business goodwill of Company and its affiliates that has been and will in the future be developed in Executive,and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the post-terminationobligations set forth in this Agreement.  All payments and benefits to Executive hereunder shall be subject toExecutive’s compliance with the following provisions for two full years after the termination of Executive’s employmenthereunder:

            (i)         Executiveshall, upon reasonable notice, furnish such information and proper assistance to Company and its affiliates as may reasonably berequired in connection with any litigation in which it or any of its affiliates is, or may become, a party;

            (ii)        Executive willnot, directly or indirectly for Executive or for others, in any geographic area or market where Company or any of its affiliatesare conducting any business or have during the previous 12 months conducted such business:

                       (a)       engage in any Competitive Business (as defined below);

                       (b)       render advice or services to, or otherwise assist, any other person, association, or entitywho is engaged, directly or indirectly, in any Competitive Business with respect to such Competitive Business; or

                       (c)        induce any employee of Company or any affiliate of Company to terminate his or heremployment with Company or such affiliate, or hire or assist in the hiring of any such employee by any person, association, orentity not affiliated with Company;

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            (iii)       any publicstatements made by Executive concerning Company or its affiliates, or their officers, directors, or employees shall be submitted inwriting for prior approval by Company’s  public relations and legal departments, and Executive shall not make any suchpublic statements which are not so approved; and

            (iv)       upon termination ofemployment, Executive shall (a) promptly return to Company all property (including all keys, passes, credit cards, documents,memoranda and computer hardware and software) of Company or any of its affiliates or Continental then in his possession or control,and (b) in the same manner as if he were still employed by Company, hold in confidence, and not disclose to any person, allbusiness plans, trade secrets, and confidential or proprietary information of Company or any of its affiliates, and shall not useany such plans, secrets or information in a manner which is detrimental to Company or its affiliates.

            For purposes of this paragraph 5.3, the term“Competitive Business” shall mean the business of owning, acquiring, establishing, operating, and maintaining aregional airline in the United States.  Notwithstanding the foregoing, the noncompetition obligations set forth in thisparagraph shall not be considered violated if Executive becomes an employee, officer, consultant, advisor, or member of the boardof directors of a major, mainline airline; provided however, that, if such airline also engages in a Competitive Business, thenthis exception shall apply only if Executive’s primary duties, and the principal portion of Executive’s working time,are related to the business of such airline other than the Competitive Business.

            If Executive fails to comply with the above obligations,Company may cease making any and all payments hereunder, and Company and Company’s affiliates may cease extending benefits toExecutive and may recover by appropriate action instituted in any court of competent jurisdiction any severance paymentstheretofore paid to Executive.  Executive agrees that the obligations of Executive contained in this paragraph 5.3 are inaddition to any rights Company or Company’s affiliates may have in law or at equity, and that it is not possible to measurein money the damages which may be suffered by Company or Company’s affiliates if Executive breaches any of the provisions ofthis paragraph 5.3.  Therefore, if Executive breaches any of the provisions of this paragraph 5.3, each of Company andCompany’s affiliates shall be entitled to an injunction restraining Executive from violating such provisions.  IfCompany or any affiliate of Company shall institute any action or proceeding to enforce any such obligations, Executive herebyirrevocably waives the claim or defense that Company or an affiliate of Company has an adequate remedy at law and agrees not toassert in any such action or proceeding such claim or defense.  The foregoing shall not prejudice Company’s or any ofits affiliates’ right to require Executive to account for and pay over to Company or a Company affiliate, and Executiveagrees to account for and pay over, the compensation, profits, monies, accruals and other benefits derived or received by Executiveas a result of any transaction or occurrence constituting a breach of this paragraph 5.3.   The duration of the obligations ofExecutive under this paragraph 5.3 shall be extended by and for the term of any period during which Executive is in breach of thisparagraph 5.3.

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            Company and Executive agree that the foregoing restrictionsare reasonable under the circumstances and that any breach of the covenants contained in this paragraph 5.3 would cause irreparableinjury to Company.  Executive understands that the foregoing restrictions may limit Executive’s ability to engage incertain businesses anywhere in the United States during the period provided for above, but acknowledges that Executive will receivesufficiently high remuneration and other benefits under this Agreement to justify such restriction.  Further, Executiveacknowledges that his skills are such that he can be gainfully employed in non-competitive employment, and that the agreement notto compete will in no way prevent him from earning a living.  Nevertheless, if any of the aforesaid restrictions are found bya court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable,the parties intend for the restrictions therein set forth to be modified by the court making such determination so as to bereasonable and enforceable and, as so modified, to be fully enforced.  By agreeing to this contractual modificationprospectively at this time, Company and Executive intend to make this provision enforceable under the law or laws of all applicablestates so that the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force andeffect and shall not be rendered void or illegal.  Such modification shall not affect the payments made to Executive underthis Agreement.

            5.4       **CertainDefinitions and Additional Terms**.  As used herein, the following capitalized terms shall have the meanings assignedbelow:

            (i)        “Change in Control” shall have the meaning assigned to such term in Company’s 2002 Stock Incentive Plan as ineffect on the Effective Date;

            (ii)       “Continuation Coverage” shall mean the continued coverage of Executive and his eligible dependents under the welfarebenefit plans available to similarly situated employees of Company who have not terminated employment (or the provision ofequivalent benefits), including, without limitation, medical, health, dental, life insurance, disability, vision care, accidentaldeath and dismemberment, and prescription drug, at no greater cost to Executive than that applicable to a similarly situatedCompany employee who has not terminated employment; provided, however, that (1) subject to clause (2) below, the coverage under aparticular welfare benefit plan (or the receipt of equivalent benefits) shall terminate upon Executive’s receipt ofcomparable benefits from a subsequent employer and (2) if Executive (and/or his eligible dependents) would have been entitled toretiree coverage under a particular welfare benefit plan had he voluntarily retired on the date of the termination of hisemployment, then such coverage shall be continued as provided in such plan upon the expiration of the Severance Period. Notwithstanding any provision in this Article V to the contrary, to the extent permitted by applicable law, Executive’sentitlement to any benefit continuation pursuant to Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, asamended, shall commence at the end of the period of, and shall not be reduced by the provision of, any applicable ContinuationCoverage;

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            (iii)       “FlightPrivileges” shall mean flight privileges on each airline operated by Company, Continental or any of their respectiveaffiliates or any successor or successors thereto (the “System”), consisting of space available flight passes forExecutive and Executive’s eligible family members (as such eligibility was in effect on April 17, 2002), a Universal AirTravel Plan (UATP) card (or, in the event of discontinuance of the UATP program, a similar charge card permitting the purchase ofair travel through direct billing to Company, Continental, ExpressJet or any successor or successors thereto (a “SimilarCard”)) in Executive’s name for charging on an annual basis up to the applicable Annual Travel Limit (as hereinafterdefined) with respect to such year in value (valued identically to the calculation of imputed income resulting from such flightprivileges described below) of flights (in any fare class) on the System for Executive, Executive’s spouse, Executive’sfamily and significant others as determined by Executive, and payment by Company to Executive (while an officer of Company) of anannual amount (not to exceed in any year the Annual Gross Up Limit (as hereinafter defined) with respect to such year) sufficientto pay, on an after-tax basis (i.e., after the payment by Executive of all taxes on such amount), the U.S. federal, state and localincome taxes on imputed income resulting from such flights (such imputed income to be calculated during the term of such FlightPrivileges at the lowest published or unpublished fare (i.e., 21-day advance purchase coach fare, lowest negotiated consolidatornet fare, or other lowest available fare) for the applicable itinerary (or similar flights on or around the date of such flight),regardless of the actual fare class booked or flown, or as otherwise required by law), or such other valuation methodology as maybe adopted by Company or Continental with respect to their valuation of UATP benefits generally or resulting from any other flightprivileges extended to Executive as a result of Executive’s service as an executive of Company; provided, however, that theterm “Flight Privileges” shall not include (A) space-available flight passes on Continental or any airline operated byContinental or any successor or successors thereto after the first to occur of (1) the date Executive’s employment withCompany and its affiliates terminates for any reason whatsoever or (2) the  Exclusivity Ending Date (as such term is definedin that certain Employee Benefits Separation Agreement by and among Continental, Company, ExpressJet Airlines, Inc. and XJTHoldings, Inc. dated as of April 17, 2002), or (B) a UATP card (or Similar Card) issued by or used to charge flights on Continentalor any airline operated by Continental or any successor or successors thereto after the first to occur of (1) the dateExecutive’s employment with Company and its affiliates terminates for any reason whatsoever or (2) the last day of theCapacity Purchase Period (as such term is defined in such Employee Benefits Separation Agreement);

            (iv)       “InvoluntaryTermination” shall mean any termination by Company of Executive’s employment with Company for any reason other thanthose reasons encompassed by paragraphs 4.1(i), (ii), (iii) or (iv);

            (v)        “MonthlySeverance Amount” shall mean an amount equal to one-twelfth of Executive’s annual base salary pursuant to paragraph 3.1in effect immediately prior to the termination of Executive’s employment;

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            (vi)       “OutplacementServices” shall mean outplacement services, at Company’s cost and for a period of twelve months beginning on the dateof Executive’s termination of employment, to be rendered by an agency selected by Executive and approved by the Board ofDirectors or the Human Resources Committee (with such approval not to be unreasonably withheld); and

            (vii)      “SeverancePeriod” shall mean the period commencing on the date of Executive’s termination of employment and continuing fortwenty-four months.

            As used for purposes of Flight Privileges, with respect toany year, “Annual Travel Limit” shall mean an amount (initially $18,750), which amount shall be adjusted  (i)annually to add thereto any portion of such amount unused since the end of the year 2004, and (ii) after the adjustment describedin clause (i) above, automatically upon any change in the valuation methodology for imputed income from flights (as compared withthe valuation methodology for imputed income from flights used by Continental as of April 17, 2002), so as to preserve the benefitof $18,750 annually (adjusted in accordance with clause (i) above) of flights relative to the valuations resulting from thevaluation methodology used by Continental as of April 17, 2002 (e.g., if a change in the valuation methodology results, on average,in such flights being valued 15% higher than the valuation that would result using the valuation methodology used by Continental asof April 17, 2002, then the Annual Travel Limit would be increased by 15% to $21,563, assuming no other adjustments pursuant toclause (i) above).  In determining any adjustment pursuant to clause (ii) above, Company shall be entitled to rely on a goodfaith calculation performed by its independent auditors based on a statistically significant random sampling of flight valuationscompared with the applicable prior valuations of identical flights, which calculation (and the basis for any adjustments pursuantto clause (i) above) will be provided to Executive upon request.  Company will promptly notify Executive in writing of anyadjustments to the Annual Travel Limit described in this paragraph.

            As used for purposes of Flight Privileges, with respect toany year, the term “Annual Gross Up Limit” shall mean an amount (initially $7,500), which amount shall be adjusted (i)annually to add thereto any portion of such amount unused since the end of the year 2004, and (ii) after the adjustment describedin clause (i)  above, automatically upon any change in the valuation methodology for imputed income from flights (as comparedwith the valuation methodology for imputed income from flights used by Continental as of April 17, 2002), so as to preserve thebenefit of $7,500 annually (adjusted in accordance with clause (i) above) of tax gross up relative to the valuations resulting fromthe valuation methodology used by Continental as of April 17, 2002 (e.g., if a change in the valuation methodology results, onaverage, in flights being valued 15% higher than the valuation that would result using the valuation methodology used byContinental as of April 17, 2002, then the Annual Gross Up Limit would be increased by 15% to $8,625, assuming no other adjustmentspursuant to clause (i) above).  In determining any adjustment pursuant to clause (ii) above, Company shall be entitled to relyon a good faith calculation performed by its independent auditors based on a statistically significant random sampling of flightvaluations compared with the applicable prior valuations of identical flights, which calculation (and the basis for any adjustmentspursuant to clause (i) above) will be provided to Executive upon request. 

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Company will promptly notify Executive in writing of any adjustments to the Annual Gross Up Limit described in thisparagraph.

            As used for purposes of Flight Privileges, a year may consistof twelve consecutive months other than a calendar year, it being Company’s practice as of the date hereof for purposes ofFlight Privileges for a year to commence on November 1 and end on the following October 31 (for example, the twelve-month periodfrom November 1, 2002 to October 31, 2003 is considered the year 2003 for purposes of Flight Privileges).

            As used for purposes of Flight Privileges, the term“affiliates” when used with respect to Company, means any entity controlled by, controlling, or under common controlwith Company.  For these purposes control of an entity shall require the direct or indirect ownership of a majority of theoutstanding capital stock of such entity. For purposes of Flight Privileges, however, Continental and Company shall not be deemedaffiliates.

            No tickets issued on the System in connection with the FlightPrivileges may be purchased other than directly from Company, Continental, ExpressJet or their respective successor or successors(i.e., no travel agent or other fee or commission based distributor may be used), nor may any such tickets be sold or transferredby Executive or any other person, nor may any such tickets be used by any person other than the person in whose name the ticket isissued.  Executive agrees that, after receipt of an invoice or other accounting statement therefor, he will promptly (and inany event within 45 days after receipt of such invoice or other accounting statement) reimburse Company, Continental or ExpressJet,as appropriate, for all charges on his UATP card (or Similar Card) that are not for flights on the System and that are nototherwise reimbursable to Executive under the applicable policies of Company for reimbursement of business expenses of officers ofCompany , or which are for tickets in excess of the applicable Annual Travel Limit.  Executive agrees that the creditavailability under Executive’s UATP card (or Similar Card) may be suspended if Executive does not timely reimburse Company,Continental or ExpressJet, as appropriate, as described in the foregoing sentence or if Executive exceeds the applicable AnnualTravel Limit with respect to a year; provided, that, immediately upon Company’s, Continental’s or ExpressJet’s,as appropriate, receipt of Executive’s reimbursement in full (or, in the case of exceeding the applicable Annual TravelLimit, beginning the next following year and after such reimbursement), the credit availability under Executive’s UATP card(or Similar Card) will be restored.

            The sole cost to Executive of flights on the System pursuantto use of Executive’s Flight Privileges will be the imputed income with respect to flights on the System charged onExecutive’s UATP card (or Similar Card), calculated throughout the term of Executive’s Flight Privileges at the lowestpublished or unpublished fare (i.e., 21-day advance purchase coach fare, lowest negotiated consolidator net fare or other lowestavailable fare) for the applicable itinerary (or similar flights on or around the date of such flight), regardless of the actualfare class booked or flown, or such other valuation methodology as may be adopted by Company or Continental with respect to theirvaluation of UATP benefits generally, or as otherwise required by law, and reported to Executive as required by applicablelaw.  With respect to any period for which Company

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is obligated to provide the tax gross up described above, Executive will provide to Company, upon request, a calculation orother evidence of Executive’s marginal tax rate sufficient to permit Company to calculate accurately the amount to be paid toExecutive.

            Executive will be issued a UATP card (or Similar Card) and anappropriate flight pass identification card, each valid at all times during the term of Executive’s Flight Privileges.

            Flight Privileges are intended to be used solely for personalreasons and may not be used for business purposes. Accordingly, notwithstanding any provision herein to the contrary, creditavailability on Executive’s UATP card (or any Similar Card) may be suspended, and Executive’s UATP card (or any SimilarCard) may be revoked or cancelled, if Executive’s UATP card (or any Similar Card) is used for business purposes and, afterreceiving written notice from the Company to cease such usage, Executive again uses his UATP card (or any Similar Card) for anybusiness purpose (other than as described above).

            5.5       **Code Section280G Provisions**.  Notwithstanding any other provision of this Agreement, if by reason of Section 280G of the InternalRevenue Code of 1986, as amended (the “Code”) any payment or benefit received or to be received by Executive inconnection with a Change in Control or the termination of Executive’s employment (whether payable pursuant to the terms ofthis Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Company or an Affiliate (asdefined below) (collectively with the Contract Payments, “Total Payments”)) would not be deductible (in whole or part)by Company, an Affiliate or other person making such payment or providing such benefit, then the Contract Payments shall be reduced(to zero if necessary) until no portion of the Total Payments is not deductible by reason of Section 280G of the Code; provided,however, that no such reduction shall be made unless the net after-tax benefit received by Executive shall after such reductionwould exceed the net after-tax benefit received by Executive if no such reduction was made and provided that if any reduction isrequired, Executive shall have the right to determine which of the Contract Payments shall be reduced.  The foregoingdetermination and all determinations under this Section 5.5 shall be made by the Accountants (as defined below).  For purposesof this section, "net after-tax benefit" shall mean (i) the Total Payments that would constitute "parachute payments" within themeaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to suchpayments calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (basedon the rate 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

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their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of theCode, in the opinion of the Accountants;  and (d) the value of any non-cash benefit or any deferred payment or benefitincluded in the Total Payments 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 5.5, the term “Affiliate” means Company’s successors, anyperson whose actions result in a Change in Control or any corporation affiliated (or which, as a result of the completion of thetransactions causing a Change 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.

**ARTICLE VI:  MISCELLANEOUS**

            6.1      **Notices**.   For purposes of this Agreement, notices and all other communications provided for herein shallbe in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered orcertified mail, return receipt requested, postage prepaid, addressed as follows:

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            If to Companyto:                   ExpressJetHoldings, Inc.                                                           1600 Smith Street, Dept. HQSCE                                                           Houston, Texas  77002                                                           Attention:  Chief Executive Officer

            If to Executiveto:                   Scott R.Peterson                                                           8313 Winningham Lane                                                           Houston, Texas 77055

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices ofchanges of address shall be effective only upon receipt.

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**           ** 6.2      **Applicable Law**. This contract is entered into under, and shall be governed for all purposes by, the laws of the stateof Texas.

            6.3       **NoWaiver**.  No failure by either party hereto at any time to give notice to any breach by the other party of, or torequire compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisionsor conditions at the same or at any prior or subsequent time.

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            6.4      **Severability**.  If a court of competent jurisdiction determines that any provision of this Agreement is invalidor unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of anyother provision of this Agreement, and all other provisions shall remain in full force and effect.

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            6.5      **Counterparts**.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to bean original, but all of which together will constitute one and the same agreement.

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            6.6       **Withholding ofTaxes and Other Employee Deductions**.  Company and its affiliates may withhold from any benefits and payment madepursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmentalregulation or ruling and all other normal employee deductions made with respect to Company’s employees generally.

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            6.7       **Headings;Affiliates**.  The paragraph headings have been inserted for purposes of convenience and shall not be used forinterpretive purposes.  Except as otherwise provided herein, for purposes of this Agreement, the term “affiliate,”as applied to an entity (the “First Entity”), means an entity who directly, or indirectly through one or moreintermediaries, is controlled by, is controlling, or is under common control with the First Entity.

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            6.8       **Gender andPlurals**.  Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singularnumber includes the plural and conversely.

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            6.9      **Successors**.  This Agreement shall be binding upon and inure to the benefit of Company and its successors, and ineach case successor shall include, without limitation, any person, association, or entity which may hereafter acquire or succeed toall or substantially all of the business or assets of Company by any means whether direct or indirect, by purchase, merger,consolidation, or otherwise.  Except as provided in the preceding sentence, this Agreement, and the rights and obligations ofthe parties hereunder, are personal and neither this Agreement, nor any right, benefit or obligation of any party hereto, shall besubject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the priorwritten consent of the other parties.

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            6.10    **Effect ofTermination**.  Termination of the employment relationship under this Agreement shall not affect any right or obligationof any party which is accrued or vested prior to or upon such termination.

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            6.11    **Entire Agreement**. Except as provided in (i) the benefits, plans, and programs referenced in paragraph 3.3 and any awards under Company’s stockincentive plans, management bonus program or similar plans or programs adopted by Company or ExpressJet after the Effective Dateand (ii) separate agreements (if any) governing Executive’s Flight Privileges relating to other airlines, this Agreement, asof the Effective Date, will constitute the entire agreement of the parties with regard to the subject matter hereof, and willcontain all the covenants, promises, representations, warranties and agreements between the parties with respect to employment ofExecutive by Company.  Any modification of this Agreement shall be effective only if it is in writing and signed by the partyto be charged.

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            6.12    **DeemedResignations.**  Any termination of Executive’s employment shall constitute an automatic resignation of Executiveas an officer of Company and each affiliate of Company, and an automatic resignation of Executive from the Board of Directors (ifapplicable) and from the board of directors of any affiliate of Company and from the board of directors or similar governing bodyof any corporation, limited liability company or other entity in which Company or any affiliate holds an equity interest and withrespect to which board or similar governing body Executive serves as Company’s or such affiliate’s designee or otherrepresentative.

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**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the 14th day of March, 2005, to be effective asof the Effective Date.

|         |                                                       | ExpressJet Holdings, Inc. By: /s/James B.Ream                                  James B. Ream President and Chief Executive Officer |
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|                                       |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                     |
|                                       |                                                                                                                                                                                                                                                                                                                           | “Executive” By: /s/ Scott R.Peterson                              Scott R. Peterson                                                        |

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