The Continental Airlines, Inc. 2004 Employee Stock Purchase Plan (the "Plan") is a self-funded contributory stock purchase plan which provides Continental Airlines, Inc. (the "Plan Sponsor" or the "Company") and Participating Company employees the option to purchase Continental Airlines, Inc. Class B common stock (the "stock") at a discounted price. The following description provides only general information. Participants should refer to the Plan for a complete description of the Plan's provisions.

General - The Plan was adopted by the Plan Sponsor during 2004 to allow eligible employees to purchase Plan Sponsor stock (up to 3,000,000 shares in the aggregate) at a discounted price. Any employee of the Plan Sponsor who is employed on a grant date (April 1, 2004, and thereafter, on the first day of each successive July, October, January and April) is eligible to participate in the Plan as of such grant date. The purchase price per share offered under the Plan with respect to any grant date is equal to 85% of the lower of the fair market value of the stock on the date of grant or on the last day of the applicable fiscal quarter. However, in any, event the minimum purchase price that may be paid by a participant may not be less than $10 per share. Further, if the fair market value of a share of stock on the date of grant or the last day of the fiscal quarter would result in a purchase price less than the $10 per share minimum price, then the purchase price will be $10 per share. This may result in a purchase price that is greater than 85% of the fair market value of the stock on the date of grant or on the last day of the applicable fiscal quarter. In any event, the purchase price per share may not be more than the fair market value of a share of stock on the last day of the fiscal quarter. Participant contributions will be returned to the participant if the fair market value of a share of stock on the last day of the fiscal quarter is less than $10. Unless an employee has previously withdrawn from the Plan, shares will be issued as soon as practical after the end of the fiscal quarter based on contributions for that quarter. Employee payroll deductions under the Plan are included within the general funds of the Plan Sponsor and are subject to the creditors of the Plan Sponsor.

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Contributions - Contributions are made by Plan participants who each designate a percentage to be deducted from his or her compensation for each pay period.

Each participant's contributions may not be less than 1% nor exceed 10% of his or her eligible compensation (with a maximum limit of $25,000 of fair market value of stock per year). No interest is paid or credited to any participant for Plan contributions.

Withdrawals - A participant may, upon request, withdraw their total contributions, suspend or resume his or her payroll deductions and, on one occasion during each purchase period, may reduce their contributions prospectively.

Administrative Expenses - The Human Resources Committee of the Board of Directors of the Plan Sponsor administers the Plan. The expenses of administering the Plan are paid by the Plan Sponsor.

Vesting - At all times, each Plan participant has a fully vested right to all cash amounts withheld from his or her paychecks. For a period of six months after the date of purchase, a Plan participant may not sell or otherwise transfer or dispose of the shares issued in connection with such purchase.

Plan Termination - The Plan may be terminated by the Board of Directors of the Plan Sponsor at any time. The Plan shall terminate on December 31, 2014.

The right to purchase shares of common stock under the Plan is intended to constitute an option granted by the Plan Sponsor pursuant to an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code, and such shares, for tax purposes, shall be treated in accordance with the provisions thereof.

An employee is not considered to have income for Federal income tax purposes from the granting of a right to purchase shares. Amounts deducted from an employee's compensation do not reduce the amount of his or her income for tax purposes.