| Exhibit 10.1 |
|--------------|

FOURTH AMENDMENT TO

EMPLOYEE BENEFITS SEPARATION AGREEMENT

            This **Fourth Amendment to Employee Benefits SeparationAgreement** (this “Amendment”), dated as of June 18, 2007 but effective as of January 1, 2007, is by and amongContinental Airlines, Inc. a Delaware corporation (“Continental”), ExpressJet Holdings, Inc., a Delaware corporation(“ExpressJet Holdings”)*,* XJT Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of ExpressJetHoldings (“XJT Holdings”), and ExpressJet Airlines, Inc., a Delaware corporation and a wholly owned subsidiary of XJTHoldings (“ExpressJet Airlines”).

            WHEREAS, Continental, ExpressJet Holdings, XJT Holdings andExpressJet Airlines, are parties to that certain Employee Benefits Separation Agreement dated as of April 17, 2002 (as amended todate, the “Separation Agreement”) and desire to amend the Separation Agreement as more fully set forth herein;

            NOW, THEREFORE, the parties hereby agree as follows:

1.         Section 1.14 of the Separation Agreement is hereby amended to read in itsentirety as follows:

                       “**Exclusivity Ending Date**” means January 31, 2008.”

2.         Section 7.1 of the Separation Agreement is hereby amended to read in its entiretyas follows:

            “7.1      **Flight PassPrivileges**. As of the IPO Date, Holdings shall use reasonable best efforts to establish Holdings Flight Pass Privileges withterms and conditions substantially similar in all material respects to the Continental Flight Pass Privileges as in effectimmediately preceding the IPO Date. 

During the period beginning on the IPO Date and ending on and including the Exclusivity Ending Date, (a) employees and retireesof Holdings and Holdings Affiliates will have Continental Flight Pass Privileges and similar privileges on Scheduled Flights (assuch term is defined in that certain Amended and Restated Capacity Purchase Agreement among the parties hereto, as the same may befurther amended (the “CPA”)) operated by ExpressJet Airlines, notwithstanding that Continental does not operate suchScheduled Flights, in each case on the same terms and conditions as similarly-situated employees and retirees of Continental,including but not limited to the condition that space available passes be may not be sold, bartered or used for any purpose thatresults in personal or business gain; provided, that, employees and retirees of Holdings and Holdings Affiliates who are notemployed by such party for the predominate purpose of performing Holdings or such Holding Affiliate’s obligations under theCPA (as reasonably determined from time to time by Holdings and

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subject to Continental’s approval from time to time) shall not have any such privileges, (b) employees and retirees ofContinental and Continental Affiliates will have Holdings Flight Pass Privileges on the same terms and conditions assimilarly-situated employees and retirees of Holdings with or that have Continental Flight Pass Privileges; provided, that, as toUncovered Aircraft (as defined in the CPA) operated by Holdings or any Holdings Affiliate, employees and retirees of Continentaland Continental Affiliates will have flight privileges only to the extent that Continental confers flight privileges to employeesand retirees of Holdings and Holding Affiliates who do not receive Flight Pass Privileges pursuant to subsection (a) above, (c)employees of Holdings or any Holdings Affiliate will have the right to travel positive space on Continental and ContinentalAffiliates and Scheduled Flights operated by ExpressJet Airlines in accordance with Continental policies and procedures, as amendedor supplemented by Continental in its sole discretion from time to time, but only to the extent such positive space travel isrequired for a business purpose directly related to the performance of Holdings or such Holdings Affiliate’s obligationsunder the CPA (and any such employees wishing to reserve such travel shall follow any Continental procedures provided to Holdingsfrom time to time regarding the reservation of such travel, including any requirement that such travel be pre-approved byContinental), and employees of Holdings or Holdings Affiliates who are not traveling for a business purpose directly related to theperformance of Holdings’ or such Holdings Affiliate’s obligations under the CPA (as reasonably determined from time totime by Holdings and subject to Continental’s approval from time to time) shall purchase tickets under the discounted passtravel arrangements as may be agreed to by the parties from time to time, (d) employees of Continental or any ContinentalAffiliate, or such other persons as may be permitted by Continental in accordance with Continental policies and procedures, asamended or supplemented by Continental in its sole discretion from time to time, will have the right to travel positive space onScheduled Flights operated by ExpressJet Airlines, and (e) employees of Continental and Continental Affiliates will have the rightto travel positive space on Uncovered Aircraft operated by Holdings or any Holdings Affiliate in accordance with Holdings policiesand procedures, as amended or supplemented by Holdings in its sole discretion from time to time, but only to the extent suchpositive space travel is required for a business purpose directly related to the performance of Continental’s obligationsunder the CPA (and any such employees wishing to reserve such travel shall follow any Holdings procedures provided to Continentalfrom time to time regarding the reservation of such travel, including any requirement that such travel be pre-approved byHoldings), and employees of Continental and Continental Affiliates desiring to travel on Uncovered Aircraft and who are nottraveling for a business purpose directly related to the performance of Continental’s obligations under the CPA (asreasonably determined from time to time by Continental and subject to Holdings’ approval from time to time) shall purchasetickets under the discounted pass travel arrangements as may be agreed to by the parties from time to time.

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Continental and Holdings will meet and confer to discuss what, if any, Flight Pass Privileges and other flight privilegesdescribed herein will apply after the Exclusivity Ending Date; provided, that, unless Continental shall have otherwise agreed inwriting on or prior to the Exclusivity Ending Date, then after the Exclusivity Ending Date and consistent with the fact thatContinental has purchased all of the capacity of the Covered Aircraft and retains all revenues in connection with the operation ofCovered Aircraft as provided in Section 2.06 of the CPA, (i) Continental shall have the sole right to design, implement and overseea pass travel program, as the same may be amended or supplemented by Continental in its sole discretion from time to time, for allScheduled Flights operated by ExpressJet Airlines, and (ii) employees or retirees of Holdings or any Holdings Affiliate shall haveno Continental Flight Pass Privileges (and no similar flight privileges on any Scheduled Flights operated by ExpressJetAirlines).  With respect to subsections (a) and (b) above, it is agreed that if an employee of Continental or any ContinentalAffiliate shall become employed by Holdings or any Holdings Affiliate on or after January 1, 2007, or if an employee of Holdings orany Holding Affiliate shall become employed by Continental or any Continental Affiliate on or after January 1, 2007, then suchemployee be considered to be a “new hire” for pass classification purposes and will not retain his or her boarding yeardate for purposes of determining boarding priority (and will have a new boarding year based on the date of becoming employed by theother party). 

3.         Sections 7.3 and 7.4 of the Separation Agreement shall each be hereby amendedto add the words “(and on Scheduled Flights)” after the words “Continental and Continental Affiliates”appearing in the fourth line of each such Section.

4.         Section 7.5 of the Separation Agreement shall be hereby amended to add thewords “(and on Scheduled Flights)” after the words “Continental or a Continental Affiliate” appearing inthe fifth line thereof.

5.         A new Section 7.6 to the Separation Agreement shall be added after Section7.5 thereof, reading as follows:

            “7.6      **Changes toPrivileges**: Notwithstanding anything contained in this Employee Benefits Separation Agreement to the contrary, upon writtennotice to Holdings, Continental may unilaterally change, amend or discontinue any of the UATP benefits or other positive spaceprivileges  provided under this Employee Benefits Separation Agreement to the extent that Continental in good faith believesany such change, amendment or discontinuance is necessary or advisable in order to comply with the relevant provisions of theInternal Revenue Code; provided, that, any changes to UATP benefits referred to in Section 7.2 hereof shall conform generally toany changes made by Continental in UATP benefits provided to its officers having similarly sized UATP benefits.

            Capitalized terms used herein and not defined shall have themeanings given to such terms in the Separation Agreement.  Except as specifically amended hereby, the Separation Agreementshall remain in full force and effect and is ratified in all respects by the parties hereto.

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            IN WITNESS WHEREOF, the parties have caused this Amendment tobe duly executed as of the date first above written.

| **CONTINENTAL AIRLINES, INC.**                                                                                                              |                   | **EXPRESSJET HOLDINGS, INC.**                                                                                                               |
|---------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|
| By:  /s/ MarkErwin                      |         | By:  /s/ Frederick S.Cromer                  |
| Mark Erwin Senior Vice President Asia/Pacific and Corporate Development                                                                     |                   | Frederick S. Cromer Vice President and Chief Financial Officer                                                                              |
| **     **                                                                                                          |                                            |                                                                                                                                             |
| **XJT HOLDINGS, INC.**                                                                                                                      |                                            | **EXPRESSJET AIRLINES, INC.**                                                                                                               |
| By:  /s/ Frederick S.Cromer                  |         | By:  /s/ Frederick S.Cromer                  |
| Frederick S. Cromer Vice President and Chief Financial Officer                                                                              |                                            | Frederick S. Cromer Vice President and Chief Financial Officer                                                                              |

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