Exhibit 10.6(b)




	

                                                                                                                       
       Exhibit 10.6(b)










Second Amendment to

Employee Benefits Separation Agreement





            This Second Amendment to Employee Benefits Separation
Agreement (this “Amendment”), dated as of December 9, 2003, is by and among Continental 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 ExpressJet Holdings
(“XJT Holdings”), and ExpressJet Airlines, Inc., a Delaware corporation and a wholly owned subsidiary of
XJT  Holdings (“ExpressJet Airlines”).





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





            NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:





A new section, “7.5  Employee Senior Director UATP Benefits,” shall be added to the Separation Agreement and
shall read:





	
          

	
“7.5  Employee Senior Director UATP Benefits.  During the period beginning on January 1, 2004 and ending on and
including the Exclusivity Ending Date, Continental shall use reasonable best efforts to provide to Holdings, upon its request,
additional UATP cards with an aggregate annual travel limit of $12,500 for use by employees of Holdings or a Holdings Affiliate on
flights operated by Continental or a Continental Affiliate without cost (other than applicable taxes) to such employees or Holdings
or the applicable Holdings Affiliate; provided, however, that any such employees shall hold a position no lower than Senior
Director (or an equivalent position) and such employees’ rights to use such UATP benefits shall terminate on the date their
employment with Holdings and all Holdings Affiliates terminates for any reason whatsoever; and provided further that no such
employee shall receive an annual travel limit higher than $2,500 nor shall any employee receive both Employee Senior Director
Passes and Employee Senior Director UATP Benefits in the same calendar year.”








            Except as specifically amended hereby, the Separation
Agreement 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 to
be duly executed as of the date first above written.
















	
CONTINENTAL AIRLINES, INC.

	
EXPRESSJET HOLDINGS, INC.


	

                                       

	

                             


	

                                        

	

                               


	
  By:/s/ Jeffery A.
Smisek                                

	
  By:/s/ James B.
Ream                                      


	
     Jeffery A. Smisek

	
     James B. Ream


	
     Executive Vice President

	
     President and Chief Executive Officer


	

                                          

	
	

                                        

	
	
XJT HOLDINGS, INC.

	
EXPRESSJET AIRLINES, INC.


	

                                          

	

                                          


	

                                          

	

                                          


	
  By:/s/ James B.
Ream                                      

	
  By:/s/ James B.
Ream                                      


	
     James B. Ream

	
     James B. Ream


	
     President and Chief Executive Officer

	
     President and Chief Executive Officer