| EXHIBIT 10.5 |
|--------------|

**First Amendment toEmployee Benefits Separation Agreement**

            This First Amendment to Employee Benefits SeparationAgreement (this “*Amendment*”), dated as of March 27, 2003, is by and among Continental Airlines, Inc., a Delawarecorporation (“*Continental*”), ExpressJet Holdings, Inc., a Delaware corporation (“*ExpressJetHoldings*”), XJT Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of ExpressJet Holdings(“*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 (the“*Separation Agreement*”) and desire to amend the Separation Agreement as more fully set forth herein;

            NOW, THEREFORE, in consideration of the premises and othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree asfollows:

            Section 1.14 of the Separation Agreement is hereby amended toread in its entirety as follows:

            “Exclusivity Ending Date means the day immediatelypreceding the earlier of (a) January 1, 2007, and (b) the first date on which Continental is free to utilize regional jet capacityof a carrier other than ExpressJet Airlines in or out of Continental’s hubs.”

            Except as specifically amended hereby, the SeparationAgreement shall remain in full force and effect and is ratified in all respects by the parties hereto.

            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.**                                                                                                                                                      |
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| /s/ Jeffrey A.Smisek                          |                                                                              | /s/ James B.Ream                            |
| Jeffrey J. Misner Executive Vice President                                                                                                                                 |                                                                              | James B. Ream President and Chief Executive Officer                                                                                                                                |
| **   **                                                                                                                                                     |                                                                              |                                                                                                                                                                                    |
| **XJT HOLDINGS, INC.**                                                                                                                                                     | **            ** | **EXPRESSJET AIRLINES, INC.**                                                                                                                                                      |
| /s/ James B.Ream                              |                                                                              | /s/ James B.Ream                            |
| James B. Ream President and Chief Executive Officer                                                                                                                        |                                                                              | James B. Ream President and Chief Executive Officer                                                                                                                                |

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