| Exhibit 10.3 |
|--------------|

**EXPRESSJET AIRLINES, INC.**

**SUPPLEMENTAL RETIREMENT PLAN**

As Amended and RestatedEffective May 5, 2004

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|              |        | **TABLE OF CONTENTS**                                                                                                                              | **Page** |
|--------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|----------|
|         |        |                                                                                                                                                    |          |  |
| ARTICLE I.   |        | ESTABLISHMENT, RESTTEMENT, PURPOSE AND STATUS OF PLAN............................                                                                  |          | 1 |
| 1.1.         |   | Establishment and Restatement ofPlan..........................................................................................                     |          | 1 |
| 1.2.         |        | Purpose ofPlan............................................................................................................................         |          | 1 |
| 1.3.         |        | Status ofPlan................................................................................................................................      |          | 1 |
| ARTICLE II.  |        | DEFINITIONS............................................................................................................................            |          | 2 |
| 2.1.         |        | Account........................................................................................................................................    |          | 2 |
| 2.2.         |        | Administrator................................................................................................................................      |          | 2 |
| 2.3.         |        | Affiliate......................................................................................................................................... |          | 2 |
| 2.4.         |        | Beneficiary....................................................................................................................................    |          | 2 |
| 2.5.         |        | Change inControl.........................................................................................................................          |          | 2 |
| 2.6.         |        | Code............................................................................................................................................   |          | 4 |
| 2.7.         |        | CommencementYear...................................................................................................................                |          | 4 |
| 2.8.         |        | Company......................................................................................................................................      |          | 4 |
| 2.9.         |        | Compensation...............................................................................................................................        |          | 4 |
| 2.10.        |        | CompensationCommittee.............................................................................................................                 |          | 4 |
| 2.11.        |        | CompensationPercentage.............................................................................................................                |          | 4 |
| 2.12.        |        | Disabled orDisability....................................................................................................................          |          | 4 |
| 2.13.        |        | Earnings........................................................................................................................................   |          | 4 |
| 2.14.        |        | EffectiveDate...............................................................................................................................       |          | 5 |
| 2.15.        |        | Employee.....................................................................................................................................      |          | 5 |
| 2.16.        |        | Employer......................................................................................................................................     |          | 5 |
| 2.17.        |        | Employment..................................................................................................................................       |          | 5 |
| 2.18.        |        | ERISA.........................................................................................................................................     |          | 5 |
| 2.19.        |        | Holdings.......................................................................................................................................    |          | 5 |
| 2.20.        |        | Losses..........................................................................................................................................   |          | 5 |
| 2.21.        |        | Participant....................................................................................................................................    |          | 5 |
| 2.22.        |        | Person..........................................................................................................................................   |          | 6 |
| 2.23.        |        | Plan.............................................................................................................................................. |          | 6 |
| 2.24.        |        | Plan AdministrationEmployee.......................................................................................................                 |          | 6 |
| 2.25.        |        | PlanYear.....................................................................................................................................      |          | 6 |
| 2.26.        |        | Retirement....................................................................................................................................     |          | 6 |
| 2.27.        |        | Retirement CompensationLedger..................................................................................................                    |          | 6 |
| 2.28.        |        | Subsidiary.....................................................................................................................................    |          | 6 |
| 2.29.        |        | TerminationDate..........................................................................................................................          |          | 6 |
| ARTICLE III. |        | ADMINISTRATION...................................................................................................................                  |          | 7 |
| 3.1.         |        | Administrator................................................................................................................................      |          | 7 |
| 3.2.         |        | Administration ofPlan...................................................................................................................           |          | 7 |
| 3.3.         |        | Delegation....................................................................................................................................     |          | 7 |
| 3.4.         |        | Reliance UponInformation............................................................................................................               |          | 7 |
| 3.5.         |        | Responsibility andIndemnity.........................................................................................................               |          | 7 |

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| ARTICLE IV.   |   | PARTICIPATION.............................................................................................................................                   |  | 9   |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----|
| 4.1.          |        | Eligibility ofEmployees........................................................................................................................              |  | 9   |
| 4.2.          |        | Notification of EligibleEmployees........................................................................................................                    |  | 9   |
| 4.3.          |        | Hypothetical EmployerContributions...................................................................................................                        |  | 9   |
| 4.4.          |        | Vesting................................................................................................................................................      |  | 10  |
| ARTICLE V.    |        | ACCOUNT........................................................................................................................................              |  | 11  |
| 5.1.          |        | Crediting of Hypothetical Contributions toAccounts.............................................................................                              |  | 11  |
| 5.2.          |        | Hypothetical Interest onAccount.........................................................................................................                     |  | 11  |
| ARTICLE VI.   |        | DISTRIBUTIONS..............................................................................................................................                  |  | 12  |
| 6.1.          |        | Amount of Deferred Compensation Subject to Distribution...................................................................                                   |  | 12  |
| 6.2.          |        | Form ofDistributions...........................................................................................................................              |  | 12  |
| 6.3.          |        | Timing ofDistributions.........................................................................................................................              |  | 12  |
| 6.4.          |        | Payor of DeferredCompensation.........................................................................................................                       |  | 12  |
| 6.5.          |        | ClaimsProcedures..............................................................................................................................               |  | 13  |
| 6.6.          |        | Facility ofPayments.............................................................................................................................             |  | 16  |
| 6.7.          |        | BeneficiaryDesignations......................................................................................................................                |  | 16  |
| 6.8.          |        | Withholding ofTaxes...........................................................................................................................               |  | 17  |
| ARTICLE VII.  |        | RIGHTS OFPARTICIPANTS..........................................................................................................                              |  | 18  |
| 7.1.          |        | Annual Statement toParticipants..........................................................................................................                    |  | 18  |
| 7.2.          |        | Limitation ofRights..............................................................................................................................            |  | 18  |
| 7.3.          |        | Nonalienation ofBenefits.....................................................................................................................                |  | 18  |
| 7.4.          |        | Prerequisites toBenefits.......................................................................................................................              |  | 19  |
| ARTICLE VIII. |        | MISCELLANEOUS..........................................................................................................................                      |  | 20  |
| 8.1.          |        | Amendment or Termination ofPlan......................................................................................................                        |  | 20  |
| 8.2.          |        | Powers of theEmployer......................................................................................................................                  |  | 20  |
| 8.3.          |        | Waiver................................................................................................................................................       |  | 20  |
| 8.4.          |        | Separability.........................................................................................................................................        |  | 20  |
| 8.5.          |        | Gender, Tense andHeadings...............................................................................................................                     |  | 20  |
| 8.6.          |        | GoverningLaw....................................................................................................................................             |  | 20  |
| 8.7.          |        | Notice.................................................................................................................................................      |  | 20  |
|          |        |                                                                                                                                                              |  |     |
| EXHIBIT A     |        | ............................................................................................................................................................ |  | A-1 |

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**EXPRESSJET AIRLINES, INC.**

**SUPPLEMENTAL RETIREMENT PLAN**

**ARTICLE I.ESTABLISHMENT,RESTATEMENT, PURPOSE AND STATUS OF PLAN**

            1.1.      Establishment andRestatement of Plan.  ExpressJet Airlines, Inc. (the “Company”) originally established, effective as ofApril 17, 2002, an unfunded deferred compensation plan known as the “ExpressJet Airlines, Inc. Supplemental RetirementPlan” (the “Plan”).  This instrument constitutes an amendment and restatement of the Plan, with nointerruption of time, effective as of May 5, 2004.

            1.2.      Purpose ofPlan.  The purpose of the Plan is to advance the interests of Holdings, its Affiliates and its shareholders byattracting and retaining certain highly qualified individuals who will contribute materially to the continued growth, developmentand success of its business and by providing additional incentives for such individuals to attain and maintain the highest levelsof performance.  Holdings and the Company hope to accomplish these objectives by helping to provide, in part, for theretirement needs of certain of these individuals who are members of a select group of management or highly compensatedemployees.

            1.3.      Status ofPlan.  The Plan is intended as an unfunded plan maintained primarily for the purpose of providing deferredcompensation for a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and401(a)(1) of ERISA, and as such, it is intended that the Plan be exempt fromthe participation, vesting, funding, and fiduciary responsibility requirements of Title I of ERISA and that the Plan qualify forsimplified reporting under U.S. Department of Labor regulation section 2530.104-23, which provides for analternative method of compliance for plans described in such regulation.  The Plan is not intended to satisfythe qualification requirements of section 401 of the Code.

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**ARTICLE II.DEFINITIONS**

            Each term below shall have the meaning assigned thereto forall 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 hypotheticalcontributions shall be made and Earnings credited, the amount of which shall constitute such Participant’s benefit under thePlan as of any Termination Date.

            2.2.     Administrator.  “Administrator” means the Person or Persons designated by the Compensation Committeepursuant 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 section414(c) of the Code) with respect to Holdings.

            2.4.     Beneficiary.  “Beneficiary” means the beneficiary or beneficiaries designated by the Participant toreceive any amounts distributable under the Plan upon the death of the Participant.

            2.5.      Change inControl.  “Change in Control” means the occurrence of any of the following events:

            (a)        The acquisitionby any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)) (a “Person”), of beneficial ownership (within the meaning ofRule 13d‐3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding shares of common stockof Holdings (the “Outstanding Holdings Common Stock”) or (B) the combined voting power of the then outstanding votingsecurities of Holdings entitled to vote generally in the election of directors (the “Outstanding Holdings VotingSecurities”); provided, however, that the following acquisitions shall not constitute a Change in Control under thissubsection (a):  (i) any acquisition directly from Holdings (excluding an acquisition by virtue of the exercise of aconversion privilege), (ii) any acquisition by Holdings or an Affiliate, (iii) any acquisition by any employee benefit plan (orrelated trust) sponsored or maintained by Holdings or any corporation controlled by Holdings, or (iv) any acquisition by anycorporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, theconditions described in clauses (A), (B) and (C) of subsection (c) of this definition of “Change in Control” aresatisfied; or

            (b)        Individualswho, as of the Effective Date, constitute the board of directors of Holdings (the “Incumbent Board”) cease for anyreason to constitute at least a majority of such board of directors; provided, however, that any individual becoming a directorsubsequent to the Effective Date whose election, or nomination for election by Holdings’

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shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall beconsidered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individualwhose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used inRule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consentsby or on behalf of a person other than the board of directors of Holdings; or

            (c)        Approval by theshareholders of Holdings of a reorganization, merger or consolidation, in each case, unless, following such reorganization, mergeror consolidation, (A) more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting fromsuch reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of suchcorporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all orsubstantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Holdings CommonStock and Outstanding Holdings Voting Securities immediately prior to such reorganization, merger or consolidation in substantiallythe same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the OutstandingHoldings Common Stock and Outstanding Holdings Voting Securities, as the case may be, (B) no Person (excluding Holdings, anyAffiliate, any employee benefit plan (or related trust) of Holdings or such corporation resulting from such reorganization, mergeror consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directlyor indirectly, 50% or more of the Outstanding Holdings Common Stock or Outstanding Holdings 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 thecorporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding votingsecurities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the membersof the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of theIncumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;or

            (d)        Approval by theshareholders of Holdings of (A) a complete liquidation or dissolution of Holdings or (B) the sale or other disposition of all orsubstantially all of the assets of Holdings, other than to a corporation, with respect to which following such sale or otherdisposition, (i) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combinedvoting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directorsis then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were thebeneficial owners, respectively, of the Outstanding Holdings Common Stock and Outstanding Holdings Voting Securities immediatelyprior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale orother disposition, of the Outstanding Holdings Common Stock and Outstanding Holdings Voting Securities, as the case may

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be, (ii) no Person (excluding Holdings, any Affiliate, and any employee benefit plan (or related trust) of Holdings or suchcorporation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 50%or more of the Outstanding Holdings Common Stock or Outstanding Holdings 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 thecombined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election ofdirectors and (iii) at least a majority of the members of the board of directors of such corporation were members of the IncumbentBoard at the time of the execution of the initial agreement or action of the board of directors of Holdings providing for such saleor other disposition of assets of Holdings.

Notwithstanding the foregoing, actions taken by or the ownership by Continental Airlines, Inc. of the Outstanding HoldingsCommon Stock or Outstanding Holdings Voting Securities shall not be deemed a Change in Control prior to the date ContinentalAirlines, Inc. or its affiliates have disposed of all of their Outstanding Holdings Common Stock or Outstanding Holdings VotingSecurities or during any period in which Continental Airlines, Inc. or its affiliates is an “Exempt Person” within themeaning of the Amended and Restated Rights Agreement, dated as of April 1, 2002 between Holdings, Continental Airlines, Inc. andMellon Investor Services, Inc.

            2.6.     Code.  “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and otherauthority issued thereunder by the appropriate governmental authority.  References herein to any section of the Code shallinclude references to any successor section or provision of the Code.

            2.7.      CommencementYear.  “Commencement Year” means the year set forth in Column B of Exhibit A with respect to anyParticipant.

            2.8.     Company.  “Company” means ExpressJet Airlines, Inc. or any successor thereto.

            2.9.     Compensation.  “Compensation” means the base salary paid in cash during the Plan Year by an Employerto the Employee for services rendered or labor performed for the Employer while such Employee is a Participant, increased by anyamounts that the Employee could have received in cash in lieu of deferrals pursuant to a 401(k) arrangement or a cafeteria plandescribed in section 125 of the Code.

            2.10.   Compensation Committee.  “Compensation Committee” means the Human Resources Committee of theboard of directors of Holdings.

            2.11.    CompensationPercentage.  “Compensation Percentage” means, with respect to a particular Plan Year, the percentage of aParticipant’s Compensation set forth in Column A of Exhibit A to be credited to such Participant’s Account for suchPlan Year.

            2.12.    Disabled orDisability.  “Disabled” or “Disability” means any physical or mental incapacity of aParticipant as defined in the Employer’s long term disability plan applicable to such Participant, as in effect from time totime.

            2.13.   Earnings.  “Earnings” means the hypothetical interest credited to the balance in theParticipant’s Account under the Retirement Compensation Ledger pursuant to Section 5.2.

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            2.14.    EffectiveDate.  “Effective Date” means May 5, 2004, as to this restatement of the Plan.  The originaleffective date of the Plan was April 17, 2002.

            2.15.   Employee.  “Employee” means a member of a select group of management or highly compensated common-lawemployees of Holdings or a Subsidiary.

            2.16.   Employer.  “Employer” means Holdings or a Subsidiary which employs a Participant as a common-lawemployee.

            2.17.   Employment.  “Employment” means employment as an Employee.  All periods of employment by Holdingsor a Subsidiary shall be taken into account whether or not consecutive, and neither the transfer of the Employee from employment byHoldings to employment by a Subsidiary or Affiliate nor the transfer of the Employee from employment by a Subsidiary or Affiliateto employment by Holdings or another Subsidiary or Affiliate shall be deemed to be a termination of Employment by theEmployee.  Moreover, the Employment of an Employee shall not be deemed to have been terminated because of his absence fromactive employment on account of temporary illness or authorized vacation, or during temporary leaves of absence from activeemployment granted by Holdings or a Subsidiary or Affiliate for reasons of professional advancement, education, health, orgovernment service, or during military leave for any period if the Employee returns to active employment within 90 days after thetermination of his military leave, or during any period required to be treated as a leave of absence by virtue of (i) anyenforceable employment or other agreement or (ii) any applicable law, such as the federal Family and Medical Leave Act of 1993.

            2.18.   ERISA.  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and theregulations 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.

            2.19.   Holdings.  “Holdings” means ExpressJet Holdings, Inc. or any successor thereto.

            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 furnishingdocuments in response to a subpoena or otherwise), including the cost ofinvestigating, 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 setforth 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, regardlessof whether or not he is eligible to be credited with any hypothetical Employer contribution hereunder, for all or any portion ofany Plan Year.

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            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. 

            2.24.    Plan AdministrationEmployee.  “Plan Administration Employee” means each past, present and future Administrator and eachother employee who acts in the capacity of an agent, delegate or representative of the Administrator or the Employer under thePlan.

            2.25.    PlanYear.  “Plan Year” means the calendar year.

            2.26.   Retirement.  “Retirement” means the termination of Employment on or after the earlier of the date anEmployee (i) attains age 65, or (ii) completes 10 years of service and is age 55 or completes 20 years of service and is age50.

            2.27.    RetirementCompensationLedger.  “Retirement Compensation Ledger” means the appropriate accounting records maintained by theAdministrator for the Participants which set forth the name of each Participant and the Accounts reflecting for each Participantthe amount of hypothetical contributions by the Employer and Earnings credited to the Participant’s Account pursuant toSections 5.1 and 5.2 of the Plan.  The Retirement Compensation Ledger shall be utilized solely as a device for the measurementand determination of the contingent amounts to be paid to Participants under the Plan.  The Retirement Compensation Ledgershall 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 “planassets” for ERISA purposes.  In addition, no economic benefit or constructive receipt of income shall be provided to anyParticipant for purposes of the Code unless and until cash payments under the Plan are actually made to the Participant.  TheRetirement Compensation Ledger merely provides a record of the bookkeeping entries relating to the contingent benefits that theEmployer intends to provide to Participants and shall thus reflect a mere unsecured promise to pay such amounts in thefuture.

            2.28.   Subsidiary.  “Subsidiary” means any majority owned subsidiary of Holdings or any majority-ownedsubsidiary thereof, or any other corporation, partnership or business venture in which Holdings owns, directly or indirectly, asignificant financial interest provided that (i) the Compensation Committee designates such corporation, partnership orbusiness venture to be a Subsidiary for the purposes of the Plan for any Plan Year and (ii) the board of directors (or equivalent governing authority) of such corporation, partnership or business ventureconsents to being designated as a Subsidiary.  Notwithstanding the foregoing, the Company shall be a Subsidiary for allpurposes of the  Plan.

            2.29.    TerminationDate.  “Termination Date” means the date of termination of the Participant’s Employment due to hisdeath, Disability, Retirement or any other reason.

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**ARTICLE III.ADMINISTRATION**

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

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

            The Administrator shall not receive any special compensationfor serving as Administrator, but shall be reimbursed by the Company for any reasonable expenses incurred in connectiontherewith.  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.  TheAdministrator 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 allinterested persons and entities.

            3.3.     Delegation.  The Administrator may, in his discretion, delegate one or more of his ministerial duties to hisdesignated agents or to employees of the Employer, but may not delegate his discretionary authority to make the determinationsspecified in Section 3.2. 

            3.4.      Reliance UponInformation.  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 ofthe foregoing, any decision or action taken by the Administrator in reasonable reliance upon any information supplied to him by theboard of directors of an Employer, the Compensation Committee, any employee of an Employer, an Employer’s legal counsel, oran Employer’s independent accountants shall be deemed to have been taken in good faith. 

            The Administrator may consult with legal counsel, who may becounsel for the Employer 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 theadvice of such counsel.

            3.5.     Responsibility and Indemnity.  To the full extent permitted by law, the Company shall indemnify and hold harmlesseach Plan Administration Employee against, and each Plan Administration Employee shall be entitled without further act on his partto 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 beingor having been a Plan Administration Employee; provided, however, that such indemnity shall not include any Losses incurred by suchPlan

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Administration Employee with respect to any matters as to which he is finally adjudged in any such action, suit or proceeding tohave been guilty of criminal misconduct in the performance of his duties as a Plan Administration Employee.  Any such PlanAdministration Employee shall give the Company prompt written notice of his actual receipt of service of process in any suchaction, suit or other proceeding.  Notwithstanding the foregoing, the right to indemnification hereunder shall not be affectedby any failure of a Plan Administration Employee to give such notice (or by delay by a Plan Administration Employee in giving suchnotice) unless, and then only to the extent that, the rights and remedies of the Company shall have been prejudiced as a result ofthe failure to give, or delay in giving, such notice.  In addition, any such Plan Administration Employee shall, upon requestof the Company, offer the Company in writing, the opportunity to handle and defend same at its sole expense.  The decision bythe Company to handle such proceeding shall conclusively determine that the Plan Administration Employee is entitled to theindemnity provided herein.  The foregoing right of indemnification shall be in addition to any liability that the Company mayotherwise have to the Plan Administration Employee.

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

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

                       (ii)        the sole negligence or fault of an Employer;

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

                       (iv)       the concurrent negligence or fault or any combination of the Plan Administration Employeeand/or an Employer and/or any third party; and

                       (v)        any other conceivable or possible combination of fault or negligence, it being thespecific intent of the Company to provide the maximum possible indemnification protection hereunder, but excluding any such Lossesthat are finally adjudged by a court of competent jurisdiction to have resulted from the criminal misconduct of the PlanAdministration Employee.

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

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

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**ARTICLE IV.****PARTICIPATION**

            4.1.     Eligibility of Employees.  The only individuals who shall be eligible to participate in the Plan for thePlan Year are Employees who are listed on Exhibit A attached hereto, or who are determined to be eligible by the CompensationCommittee.  Only a select group of management or highly compensated Employees 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 bythe Compensation Committee, unless the Compensation Committee’s written notification pursuant to Section 4.2 specifies adifferent date.  If a Participant is eligible to receive hypothetical Employer contributions pursuant to Section 4.3, suchParticipant’s name, Compensation Percentage and Commencement Year shall be listed on Exhibit A.  Only those Participantswho are eligible to accrue a benefit for a given Plan Year shall be eligible to have their Plan Account credited with hypotheticalEmployer contributions for such Plan Year.  The Compensation Committee may from time to time in its sole discretion determinethat 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 theCompensation Committee and (ii) is communicated to the Participant pursuant to Section 4.2, (a) the Participant shall not beentitled to have his Account credited with any hypotheticalEmployer contribution that is made inrespect of Compensation paid on and after the date of ineligibility and (b) the Participant shall continue as a Participant in allother respects if he otherwise satisfies the requirements of the Plan and accordingly shall be entitled to have his Accountcredited with (i) a hypothetical Employer contribution in respect of Compensation paid prior to the date of ineligibility and(ii) Earnings on his Account until his Termination Date.

            4.2.      Notification ofEligible Employees.  Employees listed on Exhibit A as of the Effective Date (other than any such Employees who havepreviously been notified of their Plan participation) as well as any Employees subsequently approved as Participants shall benotified in writing of their eligibility to actively participate in the Plan as soon as practicable after the later of theEffective Date or the date such Employee is approved for participation.  Similarly, as soon as practicable before theeffective date on which any Participant is to become ineligible to participatein hypothetical Employer contributions, the Administrator shall notify the affected Participant of such ineligibility.  AnEmployee shall be a Participant hereunder as long as he has any balance credited to his Plan Account under the RetirementCompensation Ledger.

            4.3.      Hypothetical EmployerContributions.  With respect to each Participant listed on Exhibit A, the Employer shall make a hypotheticalcontribution to such Participant’s Account equal to the Participant’s Compensation Percentage with respect to each PlanYear of Employment of the Participant coinciding with or following such Participant’s Commencement Year, provided that suchParticipant was in continuous Employment from the date that such Employee became a Participant through the last day of such PlanYear.  With respect to the Plan Year within which the Employee first becomes a Participant, any such hypothetical Employercontribution shall be limited to Compensation earned after the date on which the Employee becomes a Participant. Notwithstanding any provision in this Article IV to the contrary, the Compensation Committee may at any time and from time to timechange a Participant’s Compensation Percentage with respect to a Plan Year on a prospective basis.  Any such changeshall be communicated in writing to the affected Participant prior to the start of the applicable Plan Year, and Exhibit A shall berevised by the Compensation Committee in a manner that reflects such change and the effective date thereof.

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            4.4.      Vesting. Amounts which are credited to any Participant’s Account maintained in the Retirement Compensation Ledger shall be forfeitedif 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 Employer, an Affiliate or ContinentalAirlines, Inc.; provided, however, that a Participant’s Account shall be fully vested and nonforfeitable upon (a) thetermination of such Participant’s Employment by reason of death, Disability or Retirement or (b) the occurrence of a Changein Control provided that the Participant is an Employee on the date of such occurrence.

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**ARTICLE V.ACCOUNT**

            5.1.     Crediting of Hypothetical Contributions to Accounts.  To the extent that a hypothetical Employer contribution ismade under the Plan on behalf of a given Participant with respect to a Plan Year, a bookkeeping entry to reflect the hypotheticalcontribution shall be credited by the Administrator to the Participant’s Account under the Retirement Compensation Ledger asof the last day of the Plan Year.  No such hypothetical contribution shall be credited to the Participant’s Accountunder the Retirement Compensation Ledger if the Participant is not in Employment on the last day of the Plan Year, or if the lastday of the Plan Year is prior to the Participant’s Commencement Year.  Notwithstanding the immediately precedingsentence, if a Participant, who would otherwise be entitled to receive a hypothetical contribution is not in Employment on the lastday of the Plan Year and a Change in Control occurred at any time during such Plan Year, or if such Participant terminatedEmployment during such Plan Year due to death, Disability or Retirement, such Participant shall receive a hypothetical contributionto his Account based upon such Participant’s Compensation during the Plan Year prior to termination of Employment.

            5.2.      Hypothetical Intereston Account.  On the last day of each Plan Year an additional amount shall be credited to the Account of eachParticipant 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 ofinterest may be changed by the Compensation Committee or the Chief Executive Officer of Holdings at any time prior to the date onwhich hypothetical interest is credited to such Participant’s Account.

            No such hypothetical interest shall be credited to theParticipant’s Account if the Participant is not in Employment on the last day of the Plan Year unless such termination ofEmployment occurred due to death, Disability or Retirement or during any Plan Year in which there was a Change in Control.  Ifthe Participant’s Employment terminated due to death, Disability or Retirement or during any Plan Year in which there was aChange in Control, hypothetical interest shall be credited to the Participant’s Account prorated for each day during suchPlan Year prior to his Termination Date.  A Participant shall continue to be eligible to receive hypothetical interest creditseven if such Participant is no longer eligible to receive hypothetical Employer contribution credits to his Account.

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**ARTICLE VI.DISTRIBUTIONS**

            6.1.     Amountof Deferred Compensation Subject to Distribution.   The aggregate vested amount credited to a Participant’sAccount maintained under the Retirement Compensation Ledger shall be distributed as provided in this Article VI.

            6.2.      Form ofDistributions.  The amounts credited to a Participant’s Account shall be paid tosuch Participant (or to his Beneficiary in the event of Participant’s death) in a lump-sum distribution of the entire vestedbalance credited to the Participant’s Account up to the date benefits are paid, less any withholding pursuant to Section6.8.

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

            6.4.      Payor of DeferredCompensation.  Benefits payable under the Plan with respect to a Participant’s Account shall be the obligationof, and payable by, the Employer that employed that Participant with respect to the periods for which hypothetical contributionsare made hereunder; provided, however, should Holdings or the Company pay any portion of another Subsidiary’s obligationhereunder, then Holdings or the Company, as applicable, may seek reimbursement from any Subsidiary whichemployed the Participant.  Adoption and maintenance of the Plan by the Company and any other Employer shall not, for thatreason, create a joint venture or partnership relationship between or amongsuch entities for purposes of payment of benefits under the Plan or for any other purpose.

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

            Holdings shall be deemed to have consented to the provisionsof the Plan, including, without limitation, the provisions of this Section 6.4, if the Compensation Committee designates anEmployee of Holdings as a Participant in the Plan.

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            6.5.      ClaimsProcedures.  

            (a)       Definitions.  For purposes of this Section, the following terms, when capitalized, will be defined as follows:

           (1)        Adverse BenefitDetermination:  Any denial, reduction or termination of or failure to provide or make payment (in whole or in part) of a Planbenefit, including any denial, reduction, termination or failure to provide or make payment that is based on a determination of aClaimant’s eligibility to participate in the Plan.

           (2)        Claimant:  AParticipant or Beneficiary or an authorized representative of such Participant or Beneficiary who has filed or desires to file aclaim for a Plan benefit.

            (b)        Filing ofBenefit Claim.  A Participant or Beneficiary is not required to file a claim to receive benefits under the Plan.  TheAdministrator shall pay benefits due under the Plan in accordance with the terms of the Plan.  To the extent that suchpayments are not made when due or are not made in a sufficient amount, a claim should be submitted to the Administrator by theClaimant.  If the Claimant needs additional information regarding his Plan benefits, he may obtain such information bysubmitting a written request to the Administrator describing the additional information needed.

            (c)        Processing ofBenefit Claim.  Upon receipt of a fully completed benefit claim from a Claimant, the Administrator shall determine if theClaimant’s right to the requested benefit, payable at the time or times and in the form requested, is clear and, if so, shallprocess such benefit claim without resort to the Compensation Committee.  If the Administrator determines that theClaimant’s right to the requested benefit, payable at the time or times and in the form requested, is not clear, it shallrefer the benefit claim to the Compensation Committee for review and determination, which referral shall include:

           (1)        All materialssubmitted to the Administrator by the Claimant in connection with the claim;

           (2)        A written descriptionof why the Administrator was of the view that the Claimant’s right to the benefit, payable at the time or times and in theform requested, was not clear;

           (3)        A description of allPlan provisions pertaining to the benefit claim;

           (4)        Where appropriate, asummary as to whether such Plan provisions have in the past been consistently applied with respect to other similarly situatedClaimants; and

           (5)        Such otherinformation as may be helpful or relevant to the Compensation Committee in its consideration of the claim.

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If the Claimant’s claim is referred to the Compensation Committee, the Claimant may examine any relevant document relatingto his claim and may submit written comments or other information to the Compensation Committee to supplement his benefitclaim.  Within 90 days of receipt of a fully completed benefit claim from a Claimant that has been referred to theCompensation Committee by the Administrator (or such longer period as may be necessary due to unusual circumstances or to enablethe Claimant to submit comments, but in any event not later than will permit the Compensation Committee sufficient time to fullyand fairly consider the claim and make a determination within the time frame provided in Paragraph (d) below), the CompensationCommittee shall consider the referral regarding the claim of the Claimant and make a decision as to whether it is to be approved,modified or denied.  If the claim is approved, the Compensation Committee shall direct the Administrator to process theapproved claim as soon as administratively practicable.

            (d)        Notification ofAdverse Benefit Determination.  In any case of an Adverse Benefit Determination of a claim for a Plan benefit, theCompensation Committee shall furnish written notice to the affected Claimant within a reasonable period of time but not later than90 days after receipt of such claim for Plan benefits (or within 180 days if special circumstances necessitate an extension of the90-day period and the Claimant is informed of such extension in writing within the 90-day period and is provided with an extensionnotice consisting of an explanation of the special circumstances requiring the extension of time and the date by which the benefitdetermination will be rendered).  Any notice that denies a benefit claim of a Claimant in whole or in part shall, in a mannercalculated to be understood by the Claimant:

           (1)        State the specificreason or reasons for the Adverse Benefit Determination;

           (2)        Provide specificreference to pertinent Plan provisions on which the Adverse Benefit Determination is based;

           (3)        Describe anyadditional material or information necessary for the Claimant to perfect the claim and explain why such material or information isnecessary; and

           (4)        Describe thePlan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’sright to bring a civil action under section 502(a) of ERISA following an Adverse Benefit Determination on review.

            (e)        Review ofAdverse Benefit Determination.  A Claimant has the right to have an Adverse Benefit Determination reviewed in accordancewith the following claims review procedure:

           (1)        The Claimant mustsubmit a written request for such review to the Compensation Committee not later than 60 days following receipt by the Claimant ofthe Adverse Benefit Determination notification;

           (2)        The Claimant shallhave the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits tothe Compensation Committee;

           (3)        The Claimant shallhave the right to have all comments, documents, records, and other information relating to the claim for benefits that have beensubmitted by the Claimant considered on review without regard to whether such comments, documents, records or information wereconsidered in the initial benefit determination; and

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           (4)        The Claimant shallhave reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits free ofcharge upon request, including (i) documents, records or other information relied upon for the benefit determination, (ii)documents, records or other information submitted, considered or generated without regard to whether such documents, records orother information were relied upon in making the benefit determination, and (iii) documents, records or other information thatdemonstrate compliance with the standard claims procedure.

The decision on review by the Compensation Committee will be binding and conclusive upon all persons, and the Claimant shallneither be required nor be permitted to pursue further appeals to the Compensation Committee.

            (f)        Notificationof Benefit Determination on Review.  Notice of the Compensation Committee’s final benefit determination regarding anAdverse Benefit Determination will be furnished in writing or electronically to the Claimant after a full and fair review. Notice of an Adverse Benefit Determination upon review will:

           (1)        State the specificreason or reasons for the Adverse Benefit Determination;

           (2)        Provide specificreference to pertinent Plan provisions on which the Adverse Benefit Determination is based;

           (3)        State that theClaimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, andother information relevant to the Claimant’s claim for benefits including (i) documents, records or other information reliedupon for the benefit determination, (ii) documents, records or other information submitted, considered or generated without regardto whether such documents, records or other information were relied upon in making the benefit determination, and (iii) documents,records or other information that demonstrate compliance with the standard claims procedure; and

           (4)        Describe theClaimant’s right to bring an action under section 502(a) of ERISA.

The Compensation Committee shall notify a Claimant of its determination on review with respect to the Adverse BenefitDetermination of the Claimant within a reasonable period of time but not later than 60 days after the receipt of theClaimant’s request for review unless the Compensation Committee determines that special circumstances require an extension oftime for processing the review of the Adverse Benefit Determination.  If the Compensation Committee determines that suchextension of time is required, written notice of the extension (which shall indicate the special circumstances requiring theextension and the date by which the Compensation Committee expects to render the determination on review) shall be furnished to theClaimant prior to the termination of the initial 60-day review period.  In no event shall such extension exceed a period of 60days from the end of the initial 60-day review period.  In the event such extension is due to the Claimant’s failure tosubmit necessary information, the period for making the determination on a review will be tolled from the date on which thenotification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additionalinformation.

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            (g)        Exhaustionof Administrative Remedies.  Completion of the claims procedures described in this Section will be a condition precedentto the commencement of any legal or equitable action in connection with a claim for benefits under the Plan by a Claimant or by anyother person or entity claiming rights individually or through a Claimant; provided, however, that the Compensation Committee may,in its sole discretion, waive compliance with such claims procedures as a condition precedent to any such action.

            (h)        Payment ofBenefits.  If the Administrator or Compensation Committee determines that a Claimant is entitled to a benefit hereunder,payment of such benefit will be made to such Claimant (or commence, as applicable) as soon as administratively practicable afterthe date the Administrator or Compensation Committee determines that such Claimant is entitled to such benefit or on such otherdate as may be established pursuant to the Plan provisions.

            (i)        Authorized Representatives.  An authorized representative may act on behalf of a Claimant in pursuing a benefit claimor an appeal of an Adverse Benefit Determination.  An individual or entity will only be determined to be a Claimant’sauthorized representative for such purposes if the Claimant has provided the Compensation Committee with a written statementidentifying such individual or entity as his authorized representative and describing the scope of the authority of such authorizedrepresentative.  In the event a Claimant identifies an individual or entity as his authorized representative in writing to theCompensation Committee but fails to describe the scope of the authority of such authorized representative, the CompensationCommittee shall assume that such authorized representative has full powers to act with respect to all matters pertaining to theClaimant’s benefit claim under the Plan or appeal of an Adverse Benefit Determination with respect to such benefit claim.

            6.6.      Facility ofPayments.  Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentallycompetent 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 otherperson legally vested with the care of such person’s person or estate has been appointed; provided, however, that if theAdministrator shall find that any person to whom a benefit is payable under the Plan is unable to care for such person’saffairs because of incompetency, any payment due (unless a prior claim therefore shall have been made by a duly appointed legalrepresentative) may be paid to such person as the Administrator determines, in its sole discretion, to be the most competent tohandle such person’s affairs.  Any such payment so made shall be a complete discharge of liability therefor under thePlan.

            6.7.      BeneficiaryDesignations.  Each Employee upon becoming a Participant may file with the Administrator a designation of one or moreBeneficiaries to whom benefits otherwise payable to the Participant shall be made in the event of his death prior to the completedistribution of his Account.  Such designation shall be effective when received in writing by the Administrator.  AParticipant may, from time to time, revoke or change his Beneficiary designation by filing a new designation with theAdministrator.  The last valid designation received by the Administrator shall be controlling; provided, however, that noBeneficiary designation, or change or revocation thereof, shall be effective unless received by the Administrator prior to theParticipant’s death and in no event shall it be effective as of a date prior to its receipt.  Notwithstanding anycontrary 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 validwithout the written consent of the spouse of such Participant.  Any designation by a Participant of his

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spouse as a Beneficiary shall be automatically void and of no effect immediately upon the entry of a final order or decree ofdivorce of such Participant from such spouse unless either (i) such Participant redesignates such spouse as his or her Beneficiaryafter such divorce; or (ii) the Administrator is ordered by a court of competent jurisdiction to pay all or part of the Account tosuch spouse upon Participant’s death or other Termination Date and the Administrator, in its sole discretion, determines thatsuch order is valid, binding and enforceable against the Employer or the Administrator.  Any payment made to a deceasedParticipant’s spouse or former spouse pursuant to this Section shall be a complete discharge of liability therefor under thePlan.  All amounts payable to the deceased Participant’s Beneficiaryshall be paid as soon as administratively practicable following the Participant’s death in the form of a lump sum cashdistribution.

            If no valid Beneficiary designation is in effect at the timeof a Participant’s death, or if no designated Beneficiary survives the Participant, or if such designation conflicts withapplicable law or the terms of the Plan, the payment of the Participant’s death benefits under the Plan shall be made to theParticipant’s estate.  If the Administrator is in doubt as to the right of any person to receive such amount, theAdministrator may direct that the amount be paid into any court of competent jurisdiction, and such payment shall be a full andcomplete discharge of any liability or obligation of the Plan, Employer, Administrator, Compensation Committee, and otherinterested parties.

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

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**ARTICLE VII.RIGHTS OF PARTICIPANTS**

            7.1.     AnnualStatement to Participants.  As soon as practicable after the  end of each Plan Year, or at such other time as theAdministrator determines to be appropriate, the Administrator shall cause to be prepared and delivered to each Participant awritten statement showing such information as the Administrator decides is appropriate.

            7.2.      Limitation ofRights.  Nothing in the Plan shall be construed to:

                       (i)         Give any individual who is employed by Holdings or any Subsidiary or Affiliateany 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 anunsecured general creditor of the Employer, with respect to the amounts credited to the Participant’s Account under theRetirement Compensation Ledger until such amounts are actually distributed to him;

                       (iii)       Limit in any way the right of the Employer to terminate a Participant’sEmployment;

                       (iv)       Give a Participant or any other person any interest in any fund or in any specific assetof Holdings or any Subsidiary;

                       (v)        Be evidence of any agreement or understanding, express or implied, that the Employerwill 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 Holdings, Subsidiary,Compensation Committee, Administrator, or any Affiliate.

            7.3.     Nonalienation of Benefits.  No right or benefit under the 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 thesame will be void and without effect.  No right or benefit hereunder shall in any manner be liable for or subject to anydebts, contracts, liabilities or torts of the person entitled to such benefits.  If any Participant or Beneficiary hereundershall 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 otherform of process or involuntary lien or seizure, then such right or benefit shall be held by the Employer for the sole benefit ofthe Participant or Beneficiary, his spouse, children, or other dependents, or any of them, in such manner as the Administratorshall deem proper, free and clear of the claims of any party. 

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            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 personor persons entitled thereto, or (iii) compliance on the part of the Administrator with an order issued by a court of competentjurisdiction.

            7.4.     Prerequisites to Benefits.  No Participant, nor any person claiming through a Participant, shall have any right orinterest in the Plan, or any benefits hereunder, unless and until all the terms, conditions and provisions of the Plan which affectsuch Participant or such other person shall have been complied with as specified herein.

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**ARTICLE VIII.****MISCELLANEOUS**

            8.1.     Amendment or Termination of Plan.  The Compensation Committee may amend or terminate the Plan at any timeeffective as of the date specified by the Compensation Committee, including amendments with a retroactive effective date.  Inaddition, 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 arerequired to be allocated and credited hereunder to his Account maintained under the Retirement Compensation Ledger.

            8.2.      Powers of theEmployer.  The existence of outstanding and unpaid benefits under the Plan shall not affect in any way the right orpower of the Employer to make or authorize any adjustments, recapitalization, reorganization or other changes in theEmployer’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 ortransfer 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 the Plan shall be deemed to have been waived, nor shall there be an estoppelagainst the enforcement of any provision of the Plan, except by written instrument of the Person charged with such waiver orestoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waivershall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for thefuture or as to any act other than that specifically waived.

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

            8.5.      Gender, Tense andHeadings.  Whenever the context requires, words of the masculine gender used herein shall include the feminine andneuter, and words used in the singular shall include the plural.  The words “hereof”,“hereunder”, “herein,” and similarcompounds of theword “here” shall refer to the entire Plan and not to any particular term or provision of the Plan.  Headings ofArticles 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.      GoverningLaw.  The Plan shall be subject to and governed by the laws of the State of Texas (other than such laws relating tochoice of laws), except to the extent preempted by other applicable federal law.

            8.7.     Notice.  Any notice required or permitted to be given under the Plan shall be sufficient if in writing andhand-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 suchperson or entity.  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of thedate shown on the postmark on the receipt for registration or certification.

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            IN WITNESS WHEREOF, this Plan document is executed this the____ day of May, 2004 by a duly authorized officer of the Company, to be effective as of the Effective Date.

|                       |                                    | **EXPRESSJET AIRLINES, INC.**                                                                                                                                                                                                                                  |
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|                                                                                                                                |                                                                                                                                                                                                              | By:       /s/Karen P.Miles                                  |
|                                                                                                                                |                                                                                                                                                                                                              | Karen P. Miles                                                                                                                                                                                                                                                 |
|                                                                                                                                |                                                                                                                                                                                                              | Vice President – Human Resources and Administration                                                                                                                                                                                                      |
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