f112108exh41.htm


    
      

    


    FACE OF
CERTIFICATE

    


    
      	
              INCORPORATED
      UNDER THE

              LAWS
      OF THE STATE OF DELAWARE

               

            	 
      	
              CLASS
      B COMMON STOCK

              PAR
      VALUE $.01 PER SHARE

            
	
              NUMBER

              CB
      –XXX-

               

            	 
      	
              SHARES

              -SPECIMEN-

            
	 
      	
              THIS
      CERTIFICATE IS TRANSFERABLE IN

              JERSEY
      CITY, NJ, NEW YORK, NY,

              AND
      PITTSBURGH, PA

               

            	
              CUSIP
      210795 30 8

              SEE
      REVERSE FOR CERTAIN DEFINITIONS

               

            


    

    


    


    Continental
Airlines, Inc.

    


    This
certifies that

    


    -------------------------------------------------------------------------------

    -------------------------------SPECIMEN---------------------------------

    -------------------------------------------------------------------------------

    


    is
the owner of

    


    


    FULLY
PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF

    


    Continental
Airlines, Inc. (hereinafter and on the back hereof called the "Corporation")
transferable on the books of the Corporation by the holder hereof in person or
by its duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to the provisions of the laws of the State of Delaware and
to all of the provisions of the Restated Certificate of Incorporation and the
By-Laws of the Corporation, as amended from time to time (copies of which are on
file at the office of the Transfer Agent), to all of which the holder of this
certificate by acceptance hereof assents. This certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.

    


    Witness
the facsimile seal of the Corporation and the facsimile signatures of the
Corporation's duly authorized officers.

    
      	
               

              Dated:

               

            	
               

               

              /s/
      Larry Kellner

            	 
      	
               

              COUNTERSIGNED
      AND REGISTERED:

               

            
	 
      	
              CHAIRMAN
      AND CHIEF EXECUTIVE OFFICER

            	 
      	
              MELLON
      INVESTOR SERVICES LLC

               

            
	 
      	
               

               

              /s/
      Jennifer Vogel

            	 
      	
              TRANSFER
      AGENT

              AND
      REGISTRAR

               

            
	 
      	
              SENIOR
      VICE PRESIDENT, GENERAL COUNSEL,

              SECRETARY
      AND CHIEF COMPLIANCE OFFICER

               

            	
              By:

            	 
      
	
              AUTHORIZED
      SIGNATURE

               

            
	 
      	 
      	 
      	 
      


    

    BACK OF
CERTIFICATE

    


    Continental
Airlines, Inc.

    


    The Corporation will furnish without
charge to each stockholder who so requests, a statement of the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

    


    VOTING RESTRICTIONS:
The rights of persons who are not “Citizens of the United States” (as defined in
49 U.S.C. 40102(a)(15), as now in effect or as hereafter amended) to vote the
securities represented by this certificate are subject to certain restrictions
contained in the Amended and Restated Certificate of Incorporation and By-Laws
of the Corporation, copies of which are on file at the principal executive
offices of the Corporation.

    


    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

    


    
      	
              TEN
      COM -

            	
              as
      tenants in common

            	 
      	
              UNIF
      GIFT MIN ACT–

            	 
      	
              Custodian

            	 
      	 
      
	
              TEN
      ENT -

            	
              as
      tenants by the entireties

            	 
      	 
      	
              (Cust)

            	 
      	
              (Minor)

            	 
      
	
              JT
      TEN -

               

            	
              as
      joint tenants with right of survivorship and not as tenants in
      common

            	 
      	 
      	
              under
      Uniform Gifts to Minors

              Act____________________

              (State)

            	
              `

            	 
      


    

    


    Additional
abbreviations may also be used though not in the above list.

    


    FOR
VALUE RECEIVED,________________hereby sell, assign and transfer
unto

    


    PLEASE
INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
NUMBER OF ASSIGNEE

    
      	 
      	 
      
	 
      
	
              PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
      ASSIGNEE

            
	 
      
	 
      


    

    


    
      	 
      	
              Shares

            
	
              of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint

               

            
	 
      	
              Attorney

            
	
              to
      transfer the said stock on the books of the within named Corporation with
      full power of substitution in the premises.

               

            
	
              Dated

            	 
      	 
      	 
      


    

    


    


    
      	
              NOTICE: THE SIGNATURE(S)
      TO THIS ASSIGNMENT MUST CORRESPOND WITH  THE NAME(S) AS WRITTEN
      UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATEVER.

               

            	 
      	 
      
	
              (Signature)

            
	
              (Signature)

               

            
	 
      	 
      	
              
                THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION”
      AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
      AMENDED.

              

              SIGNATURE(S)
      GUARANTEED BY: