EXHIBIT 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made by and between CONTINENTAL AIRLINES, INC., a Delaware corporation ("Company"), and Jeffery A. Smisek ("Executive").

W I T N E S S E T H:

WHEREAS, Company and Executive are parties to that certain Employment Agreement dated as of June 5, 1995 (the "Current Agreement"); and

WHEREAS, the Human Resources Committee of the Board of Directors, at its November 2, 1995 meeting, authorized the amendment of the employment agreements of officers of the Company, selected on a performance basis by the Chief Executive Officer of the Company, with respect to certain matters; and

WHEREAS, Executive has been so selected by the Chief Executive Officer; and

WHEREAS, in connection therewith, the parties desire to amend the Current Agreement and restate it, as so amended, in its entirety as this Agreement;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, Company and Executive agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES

1.1 Employment; Effective Date. Company agrees to employ Executive and Executive agrees to be employed by Company, beginning as of the Effective Date (as hereinafter defined) and continuing for the period of time set forth in Article 2 of this Agreement, subject to the terms and conditions of this Agreement. For purposes of this Agreement, the "Effective Date" shall be June 6, 1995.

1.2 Position. From and after the Effective Date, Company shall employ Executive in the position of Senior Vice President, General Counsel and Secretary of Company, or in such other position or positions as the parties mutually may agree.

1.3 Duties and Services. Executive agrees to serve in the position referred to in paragraph 1.2 and to perform diligently and to the best of his abilities the duties and services appertaining to such office as set forth in the Bylaws of Company in effect on the Effective Date, as well as such additional duties and services appropriate to such office which the parties mutually may agree upon from time to time.

ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT

2.1 Term. Unless sooner terminated pursuant to other provisions hereof, Company agrees to employ Executive for a three- year period beginning on the Effective Date.

2.2 Company's Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company, acting pursuant to an express resolution of the Board of Directors of Company (the "Board of Directors") or the Human Resources Committee of the Board of Directors (the "HR Committee"), shall have the right to terminate Executive's employment under this Agreement at any time for any of the following reasons:

(i) upon Executive's death;

(ii) upon Executive's becoming incapacitated for a period of at least 180 days by accident, sickness or other circumstance which renders him mentally or physically incapable of performing the material duties and services required of him hereunder on a full-time basis during such period;

(iii) for cause, which for purposes of this Agreement shall mean Executive's gross negligence or willful misconduct in the performance of, or Executive's abuse of alcohol or drugs rendering him unable to perform, the material duties and services required of him pursuant to this Agreement;

(iv) for Executive's material breach of any provision of this Agreement which, if correctable, remains uncorrected for 30 days following written notice to Executive by Company of such breach; or

(v) for any other reason whatsoever, in the sole discretion of the Board of Directors or the Human Resources Committee.

2.3 Executive's Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate his employment under this Agreement at any time for any of the following reasons:

(i) the assignment to Executive by the Board of Directors or HR Committee or other officers or representatives of Company of duties materially inconsistent with the duties associated with the position described in paragraph 1.2 as such duties are constituted as of the Effective Date;

(ii) a material diminution in the nature or scope of Executive's authority, responsibilities, or title from those applicable to him as of the Effective Date;

(iii) the occurrence of material acts or conduct on the part of Company or its officers or representatives which prevent Executive from performing his duties and responsibilities pursuant to this Agreement;

(iv) Company requiring Executive to be permanently based anywhere outside a major urban center in Texas;

(v) the taking of any action by Company that would materially adversely affect the corporate amenities enjoyed by Executive on the Effective Date;

(vi) a material breach by Company of any provision of this Agreement which, if correctable, remains uncorrected for 30 days following written notice of such breach by Executive to Company; or

(vii) for any other reason whatsoever, in the sole discretion of Executive.

2.4 Notice of Termination. If Company or Executive desires to terminate Executive's employment hereunder at any time prior to expiration of the term of employment as provided in paragraph 2.1, it or he shall do so by giving written notice to the other party that it or he has elected to terminate Executive's employment hereunder and stating the effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder.

ARTICLE 3: COMPENSATION AND BENEFITS

3.1 Base Salary. During the period of this Agreement, Executive shall receive a minimum annual base salary equal to the greater of (i) $250,000.00 or (ii) such amount as the parties mutually may agree upon from time to time. Executive's annual base salary at the date of this Agreement is $300,000.00. Executive's annual base salary shall be paid in equal installments in accordance with Company's standard policy regarding payment of compensation to executives but no less frequently than semimonthly.

3.2 Bonus Programs. Executive shall participate in each cash bonus program maintained by Company on and after the Effective Date (including, without limitation, participation effective as of March 27, 1995 in any such program maintained for the year during which such date occurs) at a level which is not less than the maximum participation level made available to any other executive of Company at substantially the same title or level of Executive (determined without regard to period of service or other criteria that might otherwise be necessary to entitle Executive to such level of participation).

3.3 Vacation and Sick Leave. During each year of his employment, Executive shall be entitled to vacation and sick leave benefits equal to the maximum available to any Company executive, determined without regard to the period of service that might otherwise be necessary to entitle Executive to such vacation or sick leave under standard Company policy.

3.4 Other Perquisites. During his employment hereunder, Executive shall be afforded the following benefits as incidences of his employment:

(i) Business and Entertainment Expenses - Subject to Company's standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business related purposes, including dues and fees to industry and professional organizations, costs of entertainment and business development, and costs reasonably incurred as a result of Executive's spouse accompanying Executive on business travel.

(ii) Parking - Company shall provide at no expense to Executive a parking place convenient to Executive's office and a parking place at Intercontinental Airport in Houston, Texas.

(iii) Other Company Benefits - Executive and, to the extent applicable, Executive's family, dependents and beneficiaries, shall be allowed to participate in all benefits, plans and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to similarly-situated Company employees. Such benefits, plans and programs may include, without limitation, profit sharing plan, thrift plan, annual physical examinations, health insurance or health care plan, life insurance, disability insurance, pension plan, pass privileges on Continental Airlines, Flight Benefits and the like. Company shall not, however, by reason of this paragraph be obligated to institute, maintain, or refrain from changing, amending or discontinuing, any such benefit plan or program, so long as such changes are similarly applicable to executive employees generally.

ARTICLE 4: EFFECT OF TERMINATION ON COMPENSATION

4.1 By Expiration. If Executive's employment hereunder shall terminate upon expiration of the term provided in paragraph 2.1 hereof, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of his employment; provided, however, that Executive shall be provided with Flight Benefits for the remainder of Executive's lifetime.

4.2 By Company. If Executive's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment, except if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii) or
(iv), then Company shall (a) pay Executive on or before the effective date of such termination a lump-sum, cash payment in an amount equal to the Termination Payment (as such term is defined in paragraph 4.7), (b) provide Executive with Flight Benefits (as such term is defined in paragraph 4.7) for the remainder of Executive's lifetime, (c) provide Executive with Outplacement Services (as such term is defined in paragraph 4.7), and (d) provide Executive and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 4.7) for the Severance Period.

4.3 By Executive. If Executive's employment hereunder shall be terminated by Executive prior to expiration of the term provided in paragraph 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment, except if such termination shall be pursuant to paragraphs 2.3(i), (ii), (iii), (iv), (v), or (vi), then Company shall provide Executive with the payments and benefits described in clauses (a) through (d) of paragraph 4.2.

4.4 Certain Additional Payments by Company. Notwithstanding anything to the contrary in this Agreement, if any payment, distribution or provision of a benefit by Company to or for the benefit of Executive, whether paid or payable, distributed or distributable or provided or to be provided pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to an excise or other special additional tax that would not have been imposed absent such Payment (including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended), or any interest or penalties with respect to such excise or other additional tax (such excise or other additional tax, together with any such interest or penalties, are hereinafter collectively referred to as the "Excise Tax"), Company shall pay to Executive an additional payment (a "Gross-up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Taxes imposed on any Gross-up Payment, Executive retains an amount of the Gross-up Payment (taking into account any similar gross-up payments to Executive under the Incentive Plan (as such term is defined in paragraph 4.7)) equal to the Excise Tax imposed upon the Payments. Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall notify Company in writing of any claim by the Internal Revenue Service which, if successful, would require Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by Company and Executive) within ten business days after the receipt of such claim. Company shall notify Executive in writing at least ten business days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If Company decides to contest such claim, Executive shall cooperate fully with Company in such action; provided, however, Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of Company's action. If, as a result of Company's action with respect to a claim, Executive receives a refund of any amount paid by Company with respect to such claim, Executive shall promptly pay such refund to Company. If Company fails to timely notify Executive whether it will contest such claim or Company determines not to contest such claim, then Company shall immediately pay to Executive the portion of such claim, if any, which it has not previously paid to Executive.

4.5 Payment Obligations Absolute. Company's obligation to pay Executive the amounts and to make the arrangements provided in this Article 4 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which Company (including its subsidiaries and affiliates) may have against him or anyone else. All amounts payable by Company shall be paid without notice or demand. Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Article 4, and, except as provided in paragraph 4.7 with respect to Continuation Coverage, the obtaining of any such other employment (or the engagement in any endeavor as an independent contractor, sole proprietor, partner, or joint venturer) shall in no event effect any reduction of Company's obligations to make (or cause to be made) the payments and arrangements required to be made under this Article 4.

4.6 Liquidated Damages. In light of the difficulties in estimating the damages upon termination of this Agreement, Company and Executive hereby agree that the payments and benefits, if any, to be received by Executive pursuant to this Article 4 shall be received by Executive as liquidated damages. Payment of the Termination Payment pursuant to paragraphs 4.2 or 4.3 shall be in lieu of any severance benefit Executive may be entitled to under any severance plan or policy maintained by Company.

4.7 Certain Definitions and Additional Terms. As used herein, the following capitalized terms shall have the meanings assigned below:

(i) "Annualized Compensation" shall mean an amount equal to the sum of (1) Executive's annual base salary pursuant to paragraph 3.1 in effect immediately prior to Executive's termination of employment hereunder and (2) a deemed annual bonus which shall be equal to 25% of the amount described in clause (1) of this paragraph 4.7(i);

(ii) "Change in Control" shall have the meaning assigned to such term in the Incentive Plan (as amended by the First Amendment thereto) in effect as of the date of execution of this Agreement;

(iii) "Continuation Coverage" shall mean the continued coverage of Executive and his eligible dependents under Company's welfare benefit plans available to executives of Company who have not terminated employment (or the provision of equivalent benefits), including, without limitation, medical, health, dental, life insurance, disability, vision care, accidental death and dismemberment, and prescription drug, at no greater cost to Executive than that applicable to a similarly situated Company executive who has not terminated employment; provided, however, that (1) subject to clause (2) below, the coverage under a particular welfare benefit plan (or the receipt of equivalent benefits) shall terminate upon Executive's receipt of comparable benefits from a subsequent employer and (2) if Executive (and/or his eligible dependents) would have been entitled to retiree coverage under a particular welfare benefit plan had he voluntarily retired on the date of his termination of employment, then such coverage shall be continued as provided in such plan upon the expiration of the period Continuation Coverage is to be provided pursuant to this Article 4. Notwithstanding any provision in this Article 4 to the contrary, Executive's entitlement to any benefit continuation pursuant to Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended, shall commence at the end of the period of, and shall not be reduced by the provision of, any applicable Continuation Coverage;

(iv) "Flight Benefits" shall mean flight benefits on each airline operated by the Company or any of its affiliates or any successor or successors thereto (the "CO system"), consisting of the highest priority space available flight passes for Executive and his eligible family members (as such eligibility is in effect on the date hereof), a UATP card (or, in the event of discontinuance of the UATP program, a similar charge card permitting the purchase of air travel through direct billing to the Company or any of its affiliates or any successor or successors thereto (a "Similar Card")) in Executive's name for charging flights (in any fare class) on the CO system for Executive, Executive's spouse, Executive's family and significant others as determined by Executive, a Gold Elite OnePass Card (or similar highest category successor frequent flyer card) in Executive's name for use on the CO system, a membership for Executive and Executive's spouse in the Company's President's Club (or any successor program maintained in the CO system) and reimbursement (while an officer of the Company) of up to $10,000 annually for U.S. federal, state or local income taxes on imputed income resulting from such flights (such imputed income to be calculated during the term of such Flight Benefits at the lowest published fare (i.e., 21 day advance purchase coach fare or other lowest available fare) for the applicable flight on the date of such flight, regardless of the actual fare class booked or flown, or as otherwise required by law);

(v) "Incentive Plan" shall mean Company's 1994 Incentive Equity Plan, as amended;

(vi) "Outplacement Services" shall mean outplacement services, at Company's cost and for a period of twelve months beginning on the date of Executive's termination of employment, to be rendered by an agency selected by Executive and approved by the Board of Directors or HR Committee (with such approval not to be unreasonably withheld);

(vii) "Severance Period" shall mean:

(1) in the case of a termination of Executive's employment with Company that occurs within two years after the date upon which a Change in Control occurs, a period commencing on the date of such termination and continuing for thirty-six months; or

(2) in the case of a termination of Executive's employment with Company that occurs prior to a Change in Control or after the date which is two years after a Change in Control occurs, a period commencing on the date of such termination and continuing for twenty-four months; and

(viii) "Termination Payment" shall mean an amount equal to Executive's Annualized Compensation multiplied by a fraction, the numerator of which is the number of months in the Severance Period and the denominator of which is twelve.

Executive agrees that, after receipt of an invoice or other accounting statement therefor, he will promptly (and in any event within 45 days after receipt of such invoice or other accounting statement) reimburse the Company for all charges on Executive's UATP card (or Similar Card) which are not for flights on the CO system and which are not otherwise reimbursable to Executive under the provisions of paragraph 3.4(i) hereof. Executive agrees that the credit availability under Executive's UATP card (or Similar Card) may be suspended if Executive does not timely reimburse the Company as described in the foregoing sentence; provided, that, immediately upon the Company's receipt of Executive's reimbursement in full, the credit availability under Executive's UATP card (or Similar Card) will be restored. The sole cost to Executive of flights on the CO system pursuant to use of Executive's Flight Benefits will be the imputed income with respect to flights on the CO system charged on Executive's UATP card (or Similar Card), calculated throughout the term of Executive's Flight Benefits at the lowest published fare (i.e., 21 day advance purchase coach fare or other lowest available fare) for the applicable flight on the date of such flight, regardless of the actual fare class booked or flown, or as otherwise required by law, and reported to Executive as required by applicable law. With respect to any period with respect to which the Company is obligated to provide up to $10,000 of reimbursement for income taxes as described in paragraph 4.7
(iv) above, Executive will provide to the Company, upon request, a calculation or other evidence of Executive's marginal tax rate sufficient to permit the Company to calculate accurately the amount to be so reimbursed to Executive, and Executive understands that the Company will not make any gross-up payment to Executive with respect to the income attributable to such reimbursement. Executive agrees that he will not resell or permit to be resold any tickets issued on the CO system in connection with the Flight Benefits. Executive shall be issued a UATP card (or Similar Card), a Gold Elite OnePass Card (or similar highest category successor frequent flyer card), a membership card in the Company's Presidents Club (or any successor program maintained in the CO system) for Executive and Executive's spouse, an appropriate flight pass identification card and an Employee Travel Card, each valid at all times during the term of Executive's Flight Benefits.

ARTICLE 5: MISCELLANEOUS

5.1 Interest and Indemnification. If any payment to Executive provided for in this Agreement is not made by Company when due, Company shall pay to Executive interest on the amount payable from the date that such payment should have been made until such payment is made, which interest shall be calculated at 3% plus the prime or base rate of interest announced by Texas Commerce Bank National Association (or any successor thereto) at its principal office in Houston, Texas (but not in excess of the highest lawful rate), and such interest rate shall change when and as any such change in such prime or base rate shall be announced by such bank. If Executive shall obtain any money judgment or otherwise prevail with respect to any litigation brought by Executive or Company to enforce or interpret any provision contained herein, Company, to the fullest extent permitted by applicable law, hereby indemnifies Executive for his reasonable attorneys' fees and disbursements incurred in such litigation and hereby agrees (i) to pay in full all such fees and disbursements and (ii) to pay prejudgment interest on any money judgment obtained by Executive from the earliest date that payment to him should have been made under this Agreement until such judgment shall have been paid in full, which interest shall be calculated at the rate set forth in the preceding sentence.

5.2 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company to:   Continental Airlines, Inc.
                    2929 Allen Parkway, Suite 2010
                    Houston, Texas  77019
                    Attention:  General Counsel

If to Executive to: Jeffery A. Smisek
                    5211 Briar Drive
                    Houston, Texas   77056

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

5.3 Applicable Law. This contract is entered into under, and shall be governed for all purposes by, the laws of the State of Texas.

5.4 No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

5.5 Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

5.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

5.7 Withholding of Taxes and Other Employee Deductions. Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to Company's employees generally.

5.8 Headings. The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

5.9 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.

5.10 Successors. This Agreement shall be binding upon and inure to the benefit of Company and any successor of the Company, including without limitation any person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of Company by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party.

5.11 Term. This Agreement has a term co-extensive with the term of employment as set forth in paragraph 2.1. Termination shall not affect any right or obligation of any party which is accrued or vested prior to or upon such termination.

5.12 Entire Agreement. Except as provided in (i) the benefits, plans, and programs referenced in paragraph 3.4(iii), (ii) any signed written agreement heretofore or contemporaneously executed by Company and Executive with respect to Awards (as defined in the Incentive Plan) under the Incentive Plan, or (iii) any signed written agreement hereafter executed by Company and Executive, this Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Executive by Company. Without limiting the scope of the preceding sentence, all prior understandings and agreements among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. Any modification of this Agreement shall be effective only if it is in writing and signed by the party to be charged.

5.13 Deemed Resignations. Any termination of Executive's employment shall constitute an automatic resignation of Executive as an officer of Company and each affiliate of Company, and an automatic resignation of Executive from the Board of Directors (if applicable) and from the board of directors of any affiliate of Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 15th day of November, 1995.

CONTINENTAL AIRLINES, INC.

By:    /s/ Gordon M. Bethune
   Name:   Gordon M. Bethune
   Title:  Chief Executive Officer

"EXECUTIVE"

/s/ Jeffery A. Smisek
Jeffery A. Smisek

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this "Amendment") is made by and between Continental Airlines, Inc., a Delaware corporation ("Company"), and Jeffery A. Smisek ("Executive").

WITNESSETH:

WHEREAS, Company and Executive are parties to that certain Amended and Restated Employment Agreement dated as of November 15, 1995 (the "Existing Agreement"); and

WHEREAS, the Human Resources Committee of the Board of Directors of the Company, on April 17, 1996, authorized the execution and delivery on behalf of the Company of this Amendment; and

WHEREAS, Company and Executive desire to amend the Existing Agreement as hereinafter set forth;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, Company and Executive agree as follows:

1. Paragraph 2.1 of the Existing Agreement is hereby amended to read in its entirety as follows:

"2.1 Term. Unless sooner terminated pursuant to other provisions hereof, Company agrees to employ Executive for a four-year period beginning on the Effective Date."

2. Paragraph 4.3 of the Existing Agreement is hereby amended to read in its entirety as follows:

"4.3 By Executive. If Executive's employment hereunder shall be terminated by Executive prior to expiration of the term provided in paragraph 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment, except Executive shall be provided Flight Benefits (as such term is defined in paragraph 4.7) for the remainder of Executive's lifetime and, if such termination shall be pursuant to paragraphs 2.3(i), (ii), (iii), (iv), (v), or
(vi), then Company shall provide Executive with the payments and benefits described in clauses (a), (c) and (d) of para- graph 4.2."

3. Paragraph 4.7(ii) of the Existing Agreement is hereby amended to read in its entirety as follows:

"(ii) "Change in Control" shall have the meaning assigned to such term in the Incentive Plan (as amended by the Board of Directors on April 19, 1996 and in effect on such date);"

4. Contemporaneously with his execution and delivery hereof, Executive is executing and delivering to the Company a Waiver and Amendment to Employee Stock Option Grant and a Waiver and Amendment to Restricted Stock Grant in the forms thereof previously approved by the Human Resources Committee of the Board of Directors of the Company.

5. The Existing Agreement, as amended by this Amendment, is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 19th day of April, 1996.

CONTINENTAL AIRLINES, INC.

By: /s/ Gordon M. Bethune
Name: Gordon M. Bethune
Title: Chief Executive Officer

EXECUTIVE

                 /s/ Jeffery A. Smisek


AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this "Amendment") is made by and between Continental Airlines, Inc., a Delaware corporation ("Company"), and Jeffery A. Smisek ("Executive").

WITNESSETH:

WHEREAS, Company and Executive are parties to that certain Amended and Restated Employment Agreement dated as of November 15, 1995, as amended by Amendment to Employment Agreement dated as of April 19, 1996 (the "Existing Agreement"); and

WHEREAS, the Human Resources Committee of the Board of Directors of the Company, on September 30, 1996, authorized the execution and delivery on behalf of the Company of this Amendment; and

WHEREAS, Company and Executive desire to amend the Existing Agreement as hereinafter set forth;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Executive agree as follows:

1. Paragraph 4.7(i) of the Existing Agreement is hereby amended to read in its entirety as follows:

"(i) "Annualized Compensation" shall mean an amount equal to the sum of (1) Executive's annual base salary pursuant to paragraph 3.1 in effect immediately prior to Executive's termination of employment hereunder and (2) a deemed annual bonus which shall be equal to the Bonus Percentage of the amount described in clause (1) of this paragraph 4.7(i). The "Bonus Percentage" shall be a percentage equal to the annual percentage of base salary (i.e., 0% to 125%) paid or payable to a participant under the Company's Executive Bonus Program (and its predecessor or any successor plan or program) with respect to the most recent fiscal year ended prior to Executive's termination of employment; provided that, with respect to fiscal year 1996 only, no amount attributable to the 25% cash bonus paid January 2, 1996 and approved by the Human Resources Committee of the Board of Directors of the Company at its meeting on November 2, 1995 shall be included in the Bonus Percentage."

2. The Existing Agreement, as amended by this Amendment, is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 30th day of September, 1996.

CONTINENTAL AIRLINES, INC.

By: /s/ Gordon M. Bethune
Name: Gordon M. Bethune
Title: Chief Executive Officer

EXECUTIVE

/s/ Jeffery A. Smisek

Exhibit 10.3

Supplemental Agreement No. 2

to

Purchase Agreement No. 1951

between

The Boeing Company

and

Continental Airlines, Inc.

Relating to Boeing Model 737 Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of March 5, 1997, by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington (Boeing) and CONTINENTAL AIRLINES, INC., a Delaware corporation with its principal office in Houston, Texas (Buyer);

WHEREAS, the parties hereto entered into Purchase Agreement No. 1951 dated July 23, 1996, as amended and supplemented, relating to Boeing Model 737-500, 737-600, 737-700 and 737-800 aircraft (the Agreement);

WHEREAS, Buyer has exercised a Model 737-700 for Model 737-800 substitution right; Boeing and Buyer have reached agreement on the configuration for the Model 737-700 and Model 737-800 Aircraft; and have agreed on [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and

WHEREAS, Boeing and Buyer have agreed to amend the Agreement to incorporate the effect of these and certain other changes;

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows:

1. Table of Contents:

Remove and replace, in its entirety, the "Table of Contents", with the Table of Contents attached hereto, to reflect the changes made by this Supplemental Agreement No. 2.

2. Articles:

Remove and replace, in its entirety, "Article 3. Price of Aircraft", with "Article 3. Price of Aircraft" attached hereto, to incorporate the new Special Features and Basic Price for the Model 737-724 and Model 737-824 Aircraft that result from incorporating Exhibits A-1 and A-2 into the Agreement.

3. Table 1:

Remove and replace, in its entirety, "Table 1. Aircraft Deliveries and Description", with "Table 1. Aircraft Deliveries and Description" attached hereto, to reflect the substitution of eight Model 737-724 Aircraft for eight previously selected Model 737-824 Aircraft, change BFE to SPE and incorporate the latest escalation estimates into the calculation of the Advance Payment Base Prices.

4. Exhibits:

Remove and replace, in their entirety, Exhibits A-1 and A-2, entitled "Aircraft Configuration", with Exhibits A-1 and A-2 attached hereto, to incorporate the special features selected by Buyer for the Model 737-724 and Model 737-824 Aircraft.

5. Letter Agreements:

5.1 Remove and replace, in its entirety, Letter Agreement 1951-2R1, "Seller Purchased Equipment", with Letter Agreement 1951- 2R2, "Seller Purchased Equipment", to incorporate into the letter agreement the estimated dollar value for the SPE for the Model 737- 500, 737-600 and 737-800.

5.2 Add Letter Agreement 6-1162-GOC-015, attached hereto, to document the agreement with respect to Change Request 0221CG3017, Category IIIA landings.

5.3 Remove and replace, in its entirety, Letter Agreement
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate into the letter agreement
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] requested by Buyer.

The Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof and as so supplemented will continue in full force and effect.

EXECUTED IN DUPLICATE as of the day and year first written above.

THE BOEING COMPANY CONTINENTAL AIRLINES, INC.

By: Gunar Clem By: Brian Davis

Its: Attorney-In-Fact Its: Vice President

TABLE OF CONTENTS

                                              Page             SA
                                            Number         Number

ARTICLES
1.     Subject Matter of Sale. . . . . . . . . 1-1           SA 1

2.     Delivery, Title and Risk
       of Loss . . . . . . . . . . . . . . . . 2-1

3.     Price of Aircraft . . . . . . . . . . . 3-1           SA 2

4.     Taxes . . . . . . . . . . . . . . . . . 4-1

5.     Payment . . . . . . . . . . . . . . . . 5-1

6.     Excusable Delay . . . . . . . . . . . . 6-1

7.     Changes to the Detail
       Specification . . . . . . . . . . . . . 7-1           SA 1

8.     Federal Aviation Requirements and
       Certificates and Export License . . . . 8-1           SA 1

9.     Representatives, Inspection,
       Flights and Test Data . . . . . . . . . 9-1

10.    Assignment, Resale or Lease . . . . . .10-1

11.    Termination for Certain Events. . . . .11-1

12.    Product Assurance; Disclaimer and
       Release; Exclusion of Liabilities;
       Customer Support; Indemnification
       and Insurance . . . . . . . . . . . . .12-1

13.    Buyer Furnished Equipment and
       Spare Parts . . . . . . . . . . . . . .13-1

14.    Contractual Notices and Requests. . . .14-1

15.    Miscellaneous . . . . . . . . . . . . .15-1

TABLES

1.     Aircraft Deliveries and
       Descriptions. . . . . . . . . . . . . . T-1           SA 2

                        TABLE OF CONTENTS

                                                           SA
                                                       Number

EXHIBITS

A-1           Aircraft Configuration - Model 737-724    SA 2

A-2           Aircraft Configuration - Model 737-824    SA 2

A-3           Aircraft Configuration - Model 737-624    SA 1

A-4           Aircraft Configuration - Model 737-524    SA 1

B             Product Assurance Document . . . . . .         SA 1

C             Customer Support Document - Code Two -
Major Model Differences. . . . . . . . . . . . . . .         SA 1

C1            Customer Support Document - Code Three -
              Minor Model Differences. . . . . . . .         SA 1

D             Aircraft Price Adjustments - New
              Generation Aircraft  . . . . . . . . .         SA 1

D1            Airframe and Engine Price Adjustments -
              Current Generation Aircraft. . . . . .         SA 1

E             Buyer Furnished Equipment
              Provisions Document. . . . . . . . . .         SA 1

F             Defined Terms Document . . . . . . . .

                        TABLE OF CONTENTS

                                                               SA
                                                           Number
LETTER AGREEMENTS

1951-1        Not Used . . . . . . . . . . . . . . .

1951-2R2      Seller Purchased Equipment . . . . . .         SA 2

1951-3R1      Option Aircraft-Model 737-824 Aircraft    SA 1

1951-4R1      Waiver of Aircraft Demonstration . . .         SA 1

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

1951-6        Configuration Matters. . . . . . . . .

1951-7R1      Spares Initial Provisioning. . . . . .         SA 1

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

1951-9        Option Aircraft-Model 737-624 Aircraft    SA 1

1951-10       Configuration Matters [CONFIDENTIAL
              MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURIITES AND EXCHANGE
              COMMISSION PURSUANT TO A REQUEST FOR
              CONFIDENTIAL TREATMENT] - Model 737-624
              Aircraft . . . . . . . . . . . . . . .    SA 1

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

                        TABLE OF CONTENTS


                                                               SA
                                                           Number

RESTRICTED LETTER AGREEMENTS


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

6-1162-MMF-308R1   Disclosure of Confidential  . . .    SA 1
                    Information

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

6-1162-GOC-015     Category III A Landing Feature. .    SA 2

SUPPLEMENTAL AGREEMENTS                         DATED AS OF:

Supplemental Agreement No. 1 . . . . . . .   October 10,1996

Supplemental Agreement No. 2 . . . . . . .     March 5, 1997

ARTICLE 3. Price of Aircraft.

3.1 Definitions.

3.1.1 Current Generation Aircraft.

3.1.1.1 Special Features are the features listed in Exhibit A-4 which Buyer has selected for incorporation in Current Generation Aircraft.

3.1.1.2 Base Airframe Price is the Aircraft Basic Price excluding the price of Special Features and Engines.

3.1.1.3 Engine Price is the price established by the Engine manufacturer for the Engines installed on the Aircraft including all accessories, equipment and parts set forth in Exhibit D-1.

3.1.1.4 Aircraft Basic Price is comprised of the Base Airframe Price, the Engine Price and the price of the Special Features.

3.1.1.5 Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D-1.

3.1.1.6 Base Airplane Price is the Aircraft Basic Price excluding the price of Special Features, but including Engines.

3.1.2 New Generation Aircraft

3.1.2.1 Special Features are the features listed in Exhibits A-1, A-2 and A-3, which Buyer has selected for incorporation in New Generation Aircraft.

3.1.2.2 Base Airplane Price is the Aircraft Basic Price excluding the price of Special Features, but including Engines.

3.1.2.3 Aircraft Basic Price is comprised of the Base Airplane Price and the price of the Special Features.

3.1.2.4 Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airplane and Special Features) as calculated pursuant to Exhibit D.

3.2 Aircraft Basic Price.

          3.2.1  Current Generation Aircraft:

                 3.2.1.1  Model 737-524 Aircraft.

                          The Aircraft Basic Price of each 737-524
Aircraft, expressed in July 1995 dollars, is set forth below:

             Base Airframe Price:       [CONFIDENTIAL MATERIAL
             Special Features           OMITTED AND FILED
             Engine Price               SEPARATELY WITH THE
                                        SECURITIES AND EXCHANGE
                                        COMMISSION PURSUANT TO
             Aircraft Basic Price       A REQUEST FOR CONFIDENTIAL
                                        TREATMENT.]

3.2.2 New Generation Aircraft.

3.2.2.1 Model 737-624 Aircraft.

The Aircraft Basic Price of each 737-624 Aircraft, expressed in July 1995 dollars, is set forth below:

             Base Airplane Price:       [CONFIDENTIAL MATERIAL
             Special Features           OMITTED AND FILED
                                        SEPARATELY WITH THE
             Aircraft Basic Price       SECURITIES AND EXCHANGE
                                        COMMISSION PURSUANT TO
                                        A REQUEST FOR CONFIDENTIAL
                                        TREATMENT.]

               3.2.2.2   Model 737-724 Aircraft.

                         The Aircraft Basic Price of each 737-724
Aircraft, expressed in July 1995 dollars, is set forth below:

             Base Airplane Price:       [CONFIDENTIAL MATERIAL
             Special Features           OMITTED AND FILED
                                        SEPARATELY WITH THE
             Aircraft Basic Price       SECURITIES AND EXCHANGE
                                        COMMISSION PURSUANT TO
                                        A REQUEST FOR CONFIDENTIAL
                                        TREATMENT.]

               3.2.2.3   Model 737-824 Aircraft.

                         The Aircraft Basic Price of each 737-824
Aircraft, expressed in July 1995 dollars, is set forth below:

             Base Airplane Price:       [CONFIDENTIAL MATERIAL
             Special Features           OMITTED AND FILED
                                        SEPARATELY WITH THE
             Aircraft Basic Price       SECURITIES AND EXCHANGE
                                        COMMISSION PURSUANT TO
                                        A REQUEST FOR CONFIDENTIAL
                                        TREATMENT.]

3.3 Aircraft Price. The total amount that Buyer is to pay for the Aircraft at the time of delivery (Aircraft Price) will be established at the time of delivery of such Aircraft to Buyer and will be the sum of:

          3.3.1     the Aircraft Basic Price, set forth in Table 1;
plus

          3.3.2     the Economic Price Adjustments for the Aircraft

Basic Price, as calculated pursuant to the formulas set forth in Exhibits D or D-1, as applicable; plus

3.3.3 other price adjustments made pursuant to this Agreement or other written agreements executed by Boeing and Buyer.

3.4 Advance Payment Base Price.

3.4.1 Advance Payment Base Price. For advance payment purposes, the estimated delivery prices of the Aircraft have been established, using currently available forecasts of the escalation factors used by Boeing as of the date of signing this Agreement. The Advance Payment Base Price of each Aircraft is set forth in Table 1.

3.4.2 Adjustment of Advance Payment Base Prices - Long-Lead Aircraft. For Aircraft scheduled for delivery 36 months or more after the date of this Agreement, the Advance Payment Base Prices appearing in Article 3.4.1 will be used to determine the amount of the first advance payment to be made by Buyer on the Aircraft. No later than 25 months before the scheduled month of delivery of each affected Aircraft, Boeing will increase or decrease the Advance Payment Base Price of such Aircraft as required to reflect the effects of (i) any adjustments in the Aircraft Basic Price pursuant to this Agreement and (ii) the then-current forecasted escalation factors used by Boeing. Boeing will provide the adjusted Advance Payment Base Prices for each affected Aircraft to Buyer, and the advance payment schedule will be considered amended to substitute such adjusted Advance Payment Base Prices.

Table 1 to
Purchase Agreement 1951 Airraft Deliveries and Descriptions Model 737-500 Aircraft CFM56-3C1 Engines Detail Specification No. D6-38606-11 dated March 1, 1996 Exhibit A-4

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

AIRCRAFT CONFIGURATION

Dated March 5, 1997
relating to

BOEING MODEL 737-724 AIRCRAFT

Exhibit A-1

The Detail Specification is Customer Detail Specification D6-38808-42 dated as of January 6, 1997. Such Detail Specification will be comprised of Boeing Configuration Specification D6- 38808 Revision F dated March 8, 1996 as amended to incorporate the applicable specification language to reflect the effect of the changes set forth in the Change Requests and Master Changes listed below, including the effects of such changes on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). Such Change Requests and Master Changes are set forth in Boeing Document D6-39049. As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect the effect of such changes. The Aircraft Basic Price will reflect and include all effects of such changes of price, except such Aircraft Basic Price will not include the price effects of Change Requests changing Buyer Furnished Equipment to Seller Purchased Equipment.

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT.]

0110CG3021
MODEL 737-700 AIRPLANE

0221CG3017
CATEGORY IIIA (50 FOOT DECISION HEIGHT)
AUTOMATIC APPROACH AND LANDING - FAA

0225CH3026
EXTENDED TWIN-ENGINE OPERATIONS (ETOPS) -
NEW GENERATION 737 AIRPLANES

0252CG3037
ENGLISH UNITS FOR FLIGHT MANUAL, OPERATIONS
MANUAL, FUEL QUANTITY SYSTEM, CDS
INDICATIONS, AND FMCS WEIGHTS

0253CH3097
CHANGE BUYER FURNISHED EQUIPMENT (BFE) TO
SELLER PURCHASED EQUIPMENT (SPE) -
PASSENGER SEATS AND GALLEYS

2130CG3039
600 FPM CABIN PRESSURE ASCENT RATE

2130CG3040
350 FPM CABIN PRESSURE DESCENT RATE

2160CG3017
CABIN TEMPERATURE INDICATOR - DEGREES
CELSIUS

2210CG3197
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
GLIDE SLOPE CAPTURE INHIBIT BEFORE
LOCALIZER CAPTURE

2210CG3209
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
AUTOPILOT ENGAGE MODE CONTROL PANEL

2210CG3235
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - ALTITUDE ALERT - 300/900 FEET,
FIXED ALERT

2210CG3237
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - FLIGHT DIRECTOR TAKEOFF MODE,
WINGS LEVEL

2310CH3027
RADIO TUNING PANELS (RTP) - INSTALLATION -
BFE GABLES P/N G7404-04

2311CH3444
HF COMMUNICATIONS - PARTIAL PROVISIONS FOR
DUAL ARINC 753 DATALINK CAPABILITIES

2311CH3445
HF COMMUNICATIONS - DUAL ALLIEDSIGNAL ARINC

719/753 HF DATA RADIOS (HF DATALINK
DEACTIVATED)

2312CH3403

TRIPLE VHF COMMUNICATIONS (064-50000-0101) WITH 8.33KHZ FREQUENCY SPACING CAPABILITY (DEACTIVATED) - INSTALLATION - BFE
ALLIEDSIGNAL

2321CG3528
SELCAL DECODER - INSTALLATION -
BFE-MOTOROLA

2321CG3529
SELCAL CONTROL PANEL - INSTALLATION -
GABLES WITH FIVE INDIVIDUAL CHANNEL
ANNUNCIATIONS-BFE

2321MP3558
SELCAL DECODER - INSTALLATION - BFE-
COLTECH IN LIEU OF BFE - MOTOROLA

2322CH3411
COMMUNICATIONS MANAGEMENT UNIT (CMU) -
PARTIAL PROVISIONS FOR DUAL - ARINC 758

2331CH3179
PA HANDSET INSTALLATION IN FLIGHT DECK
AISLE STAND

2332CH3446
VIDEO ENTERTAINMENT SYSTEM "VIDEO ON" LIGHT

- INSTALLATION - FLIGHT COMPARTMENT

2332MP3550
VIDEO ENTERTAINMENT SYSTEM "VIDEO ON" LIGHT

- DELETE INSTALLATION - FLIGHT COMPARTMENT

2350CH3153
FLIGHT COMPARTMENT AUDIO MUTING REVISION -
ONE SIDE MUTING

2350CG3158 NC
CONTROL WHEEL INTERPHONE SWITCH - REVISION

- SPRING LOADED TO OFF

2350CH3163
DIGITAL AUDIO REMOTE ELECTRONICS UNIT
REVISION TO DELETE HEADSET AURAL ALERTS

2350CG3184
AUDIO SELECTOR PANEL - INSTALLATION - 3
VHF/2HF (P/N 10-62090-64)

2350CH3206
AUDIO SELECTOR PANEL RELOCATION FROM AFT
ELECTRONICS PANEL TO THE CAPTAIN'S AND
FIRST OFFICER'S SIDEWALL PANEL

2350CH3207
INTERPHONE - BFE MICROPHONES, BOOM
MIC/HEADSETS, AND HEADPHONES - REVISION

2370CH3183

SOLID STATE VOICE RECORDER WITH TWO HOUR RECORDING CAPABILITY - INSTALLATION - BFE ALLIEDSIGNAL

2370MP3203
SOLID STATE VOICE RECORDER - INSTALLATION -
LORAL FAIRCHILD IN LIEU OF BFE ALLIED SIGNAL

2433CH3150
STANDBY POWER - CAPACITY INCREASE AND LOADS
ADDITION - INCLUDING FMS - 30-MINUTE CAPABILITY

2450CH3159
PASSENGER CABIN - PARTIAL WIRING PROVISIONS

- 115VAC, 60HZ

2450MP3166
PASSENGER CABIN - DELETE PARTIAL WIRING
PROVISIONS - 115VAC, 60HZ

2520CH3816
BFE BULKHEAD DECORATIVE MURALS - TAPIS
"ULTRA LEATHER HP"

2520CH3818
INTERIOR ARRANGEMENT - 12 FIRST CLASS, 112
TOURIST CLASS

2524CH3511
FULL HEIGHT SPE CLOSET - FORWARD LEFT HAND

2528CH3212
LOCKABLE OVERHEAD STOWAGE COMPARTMENT USING
FLIGHT COMPARTMENT DOOR KEY - ADDITION

2530CH3625
GALLEY WORK DECK - COMPOSITE MATERIAL

2530CH3635
FORWARD GALLEY G1 INSTALLATION - AFT
FOOTPRINT STA 293.00

2530CH3636
FORWARD GALLEY G2 INSTALLATION - AFT
FOOTPRINT STA 366.00

2541CH3043
LIQUID SOAP DISPENSER - LAVATORY

2541CH3047
INSTALLATION OF AMENITIES TRAY IN LAVATORY
MODULE

2550CG3208
CARGO COMPARTMENT NETS WITH NYLON TYPE WEB
SUPPORTS FOR 737-700

2550CG3217
FWD AND AFT CARGO COMPARTMENT FLOOR PANELS

- ALL ALUMINUM FOR 737-700

2550CG3224
FWD AND AFT CARGO COMPARTMENT LINING -
HEAVIER GAGE FIBERGLASS FOR 737-700

2564CH3095
RETRACTABLE EMERGENCY EQUIPMENT PANEL

2611CG3020
ENGINE AND APU FIRE/OVERHEAT DETECTION
SYSTEM - WHITTAKER SAFETY SYSTEMS

2626CG3024
FIRE EXTINGUISHER - INSTALLATION

2841CG3095
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL

2844CG3040
MEASURING STICK CONVERSION TABLES - POUNDS

2910CG3093
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX

2910CG3097
AC MOTOR-DRIVEN HYDRAULIC PUMPS -
INSTALLATION - ABEX

3131CG3673
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC

3131CG3779
DIGITAL FLIGHT DATA ACQUISITION UNIT

(DFDAU) (P/N 2233000-85) WITH ACMS INTERFACES
AND INTERNAL OPTICAL DISKETTE DRIVE -

3131MP3734
OPTICAL QUICK ACCESS RECORDER INSTALLATION
EXISTING PARTIAL PROVISIONS - BFE PENNY AND GILES

3131MP3797
PARTIAL PROVISIONS FOR ARINC 591 QUICK
ACCESS RECORDER

3131CG3808
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL - 256 WPS

3131MP3847

SOLID STATE DIGITAL FLIGHT DATA RECORDER - INSTALLATION - BFE LOCKHEED MARTIN - 256 WP IN LIEU OF ALLIED SIGNAL

3131MP3856
ACCELEROMETER - INSTALLATION - BFE PATRIOT
AND CONTROLS CORPORATION IN LIEU OF BFE
ALLIED SIGNAL

3135CH3068
MILTOPE ARINC 744 MULTIPORT PRINTER - FULL
FORMAT - INSTALLATION - BFE

3162CG3013
EFIS/MAP DISPLAY FORMAT

3162CG3015
FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS

3162CG3019
RADIO ALTITUDE DISPLAY - ROUND DIAL

3162CG3021
RADIO ALTITUDE - BELOW ADI

3162CG3022
RISING RUNWAY DISPLAY

3162CG3026
ATTITUDE COMPARATOR - STEADY

3162CG3028
SINGLE CHANNEL AUTOPILOT ANNUNCIATION (1 CH)

3162CG3029
LOCALIZER BACKCOURSE POLARITY - REVERSAL

3162CG3032
MAP MODE ORIENTATION - TRACK UP

3162CG3036
AUTOTUNED NAVAIDS - DISPLAYED

3162CG3038
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED

3162CG3040
ADF POINTER(S) IN MAP MODE - FULL TIME
DISPLAY

3162CG3042
POSITION DIFFERENCE - AUTOMATIC DISPLAY

3162CG3044
WEATHER RADAR RANGE INDICATORS - RANGE ARCS

3162CG3052
TCAS RESOLUTION ADVISORY ON ADI

3162CG3056
ANALOG FAILURE FLAGS - NOT DISPLAYED

3162CG3104
ENGINE INSTRUMENTS DISPLAY - SIDE BY SIDE
PRESENTATION ON UPPER DISPLAY UNIT

3162CH3135
ADDITIONAL TAKEOFF BUG - NOT DISPLAYED

3240CG3235
NOSE AND MAIN LANDING GEAR STANDARD
CAPACITY BRAKES AND HIGH GROSS WEIGHT
WHEELS - INSTALLATION - ALLIEDSIGNAL INC
FOR 737-600, -700

3244CG3007
PARKING BRAKE WARNING LIGHT INSTALLATION ON
EXTERNAL POWER CONNECTOR PANEL

3245CG3031
MAIN LANDING GEAR TIRES - INSTALLATION - SFE

- H44.5"X16.5"-21" -28 PLY FOR 737-600, 737-700

3310CH3020
KEEP OUT OF FLIGHT COMPARTMENT WARNING
LIGHT INSTALLATION

3320MP3039
INTERIOR LIGHTING - REVISION - COOL-WHITE
FLOURESCENT LAMPS IN LIEU OF WARM WHITE LAMPS

3342CG3024
NOSE GEAR TAXI LIGHT - INSTALLATION -
250-WATT

3343MP3044
EXTERNAL POSITION LIGHT SWITCH INSTALLATION

- FLIGHT DECK SWITCH CONVENTION

3351CH3030
FLOOR PROXIMITY EMERGENCY ESCAPE PATH
MARKING SYSTEM, SEAT MOUNTED - INSTALLATION

- BRUCE INDUSTRIES - SEATS AND GALLEYS ONLY

3412CG3078
AIR DATA COMPUTING - DUAL TAT PROBE

3430MP3054
MULTI-MODE RECEIVER (MMR) - PARTIAL
PROVISIONS FOR GLOBAL POSITIONING SYSTEM
INSTALLATION IN MMR

3430MP3060
MULTI-MODE RECEIVER (MMR) - INSTALLATION OF
ILS/GPS - BFE ROCKWELL INTERNATIONAL CORP

3433MP3070
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE THOMSON -CSF

3443CH3165
ARINC 708 WEATHER RADAR SYSTEM - INSTALLATION
- BFE ROCKWELL INTERNATIONAL CORP (WITH DEACTIVATED PREDICTIVE WINDSHEAR FEATURE)

3443CH3189
WEATHER RADAR SYSTEM - PARTIAL PROVISIONS
FOR PREDICTIVE WINDSHEAR FEATURE OF AN
ARINC 708A SINGLE WEATHER RADAR SYSTEM

3443MP3219

ARINC 708A WEATHER RADAR SYSTEM - INSTALLATION BFE ALLIED SIGNALINC IN LIEU OF ROCKWELL (WITH DEACTIVATED PREDICTIVE WINDSHEAR FEATURE R/T RDR-4B

3445CG3165
TCAS II - INSTALLATION - BFE HONEYWELL
INC/GABLES ENGINEERING INC

3446CH3127
GPWS RADIO ALTITUDE VOICE CALLOUTS - (100,
50, 30, 20, 10)

3446CH3128
GPWS FLAPS WARNING INHIBIT ONLY IN LIEU OF
SEPARATE SWITCHES FOR FLAPS INHIBIT AND
LANDING GEAR INHIBIT

3446MP3172
GPWS VOICE CALLOUT REVISION - "HALF" VOLUME
IN LIEU OF "FULL" VOLUME

3450MP3006
NAVIGATION SYSTEM - REVISION - ADF REMOVAL

3451CG3005
VOR/MARKER BEACON - INSTALLATION - BFE
ALLIEDSIGNAL INC

3455CG3119
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)

3457CG3106
AUTOMATIC DIRECTION FINDER (ADF) - INSTALLATION

- BFE ROCKWELL INTERNATIONAL CORP

3457CG3135
AUTOMATIC DIRECTION FINDER (ADF) CONTROL
PANEL - INSTALLATION - BFE GABLES
ENGINEERING INC

3461CG3403
BUYER FURNISHED NAVIGATION DATA BASE

3461CG3424
FMC FLIGHT NUMBER ENTRY

3461CG3429
FMC POSITION UPDATE AND RUNWAY OFFSET UPON
TO/GA ACTIVATION (IN FEET)

3461CG3432
THRUST REDUCTION ALTITUDE - TAKEOFF PROFILE

3461CG3433
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE

3461CG3465
MULTIPURPOSE CDU WITH FMC, ACARS, AND
FLIGHT DATA ACQUISITION UNIT INTERFACE

3461CG3496

FMC -INSTALLATION OF A SECOND 4 MCU, UPDATE 10 FMC WITH 256K NAVIGATION DATA BASE INTO EXISTING PARTIAL PROVISIONS

3461CG3498
FMC - ACTIVATION - 1 MEG NAVIGATION DATA BASE

3461CG3521
PORTABLE DATA LOADER CONNECTOR PANEL -
INSTALLATION

3461CH3562
FMC - ACTIVATION - RETENTION OF WAYPOINTS
AFTER DIRECT TO

3461CH3565
FMC - ACTIVATION - ACARS ARINC 724B
INTERFACE

3500CG3018
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL

3510CG3098
CREW OXYGEN CYLINDER - 114 CUBIC FEET

3510CG3102
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES

3920CH3111
AUXILIARY E/E EQUIPMENT (E8) RACK
INSTALLATION

5200CG3021
HOLD OPEN LOCK INSTALLATION - ENTRY AND
SERVICE DOORS - DOWN TO RELEASE

5320CG3026
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-700

5352CH3008

RADOME REVISION - INSTALL BFE NORTON QUARTZ RADOME IN LIEU OF STANDARD SFE RADOME VIA SUPPLIER STC

7200CG3255
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 24,000 LBS. FOR
737-700, -800

7200CG3281
SINGLE ANNULAR COMBUSTOR - CFM56-7 SERIES
ENGINES

7731CG3038
ENGINE VIBRATION MONITORING (EVM) SYSTEM
WITH ON-BOARD ENGINE TRIM BALANCE

7900CG3028
LUBRICATING OIL - MOBIL JET II

TOTAL

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

AIRCRAFT CONFIGURATION

Dated March 5, 1997

relating to

BOEING MODEL 737-824 AIRCRAFT

Exhibit A-2

The Detail Specification is Boeing Detail Specification D6-38808-43 dated January 6, 1997. Such Detail Specification will be comprised of Boeing Configuration Specification D6-38808 Revision F dated March 8, 1996 as amended to incorporate the applicable specification language to reflect the effect of the changes set forth in the Change Requests listed below, including the effects of such changes on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). Such Change Requests are set forth in Boeing Document D6-39050. As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect the effect of such changes. The Aircraft Basic Price will reflect and include all effects of such changes on price, except such Aircraft Basic Price will not include the price effect of changing Buyer Furnished Equipment to Seller Purchased Equipment.

[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT.]

0110CG3022
MODEL 737-800 AIRPLANE

0221CG3017
CATEGORY IIIA (50 FOOT DECISION HEIGHT)
AUTOMATIC APPROACH AND LANDING - FAA

0225CH3026
EXTENDED TWIN-ENGINE OPERATIONS (ETOPS) -
NEW GENERATION 737 AIRPLANES

0252CG3030
CARGO COMPARTMENT PLACARDS - POUNDS AND
KILOGRAMS PER SQUARE FOOT

0252CG3037
ENGLISH UNITS FOR FLIGHT MANUAL, OPERATIONS
MANUAL, FUEL QUANTITY SYSTEM, CDS
INDICATIONS, AND FMCS WEIGHTS

0253CH3097
CHANGE BUYER FURNISHED EQUIPMENT (BFE) TO
SELLER PURCHASED EQUIPMENT (SPE) -
PASSENGER SEATS AND GALLEYS

2130CG3039
600 FPM CABIN PRESSURE ASCENT RATE

2130CG3040
350 FPM CABIN PRESSURE DESCENT RATE

2160CG3017
CABIN TEMPERATURE INDICATOR - DEGREES
CELSIUS

2210CG3197
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
GLIDE SLOPE CAPTURE INHIBIT BEFORE
LOCALIZER CAPTURE

2210CG3209
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
AUTOPILOT ENGAGE MODE CONTROL PANEL

2210CG3235
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - ALTITUDE ALERT - 300/900 FEET,
FIXED ALERT

2210CG3237
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - FLIGHT DIRECTOR TAKEOFF MODE,
WINGS LEVEL

2310CH3027
RADIO TUNING PANELS (RTP) - INSTALLATION -
BFE GABLES P/N G7404-04

2311CH3444
HF COMMUNICATIONS - PARTIAL PROVISIONS FOR
DUAL ARINC 753 DATALINK CAPABILITIES

2311CH3446
HF COMMUNICATIONS - DUAL ROCKWELL ARINC

719/753 SYSTEM WITH HFS-900D DATA RADIOS

(HF DATALINK DEACTIVATED)

2312CH3400

TRIPLE VHF COMMUNICATIONS (822-1047-002) WITH 8.33KHZ FREQUENCY SPACING CAPABILITY (DEACTIVATED) - INSTALLATION - BFE ROCKWELL

2321CG3527
SELCAL DECODER - INSTALLATION -
BFE COLTECH INC

2321CG3529
SELCAL CONTROL PANEL - INSTALLATION -
GABLES WITH FIVE INDIVIDUAL CHANNEL
ANNUNCIATIONS-BFE

2322CH3411
COMMUNICATIONS MANAGEMENT UNIT (CMU) -
PARTIAL PROVISIONS FOR DUAL - ARINC 758

2331CH3179
PA HANDSET INSTALLATION IN FLIGHT DECK
AISLESTAND

2350CH3153
FLIGHT COMPARTMENT AUDIO MUTING REVISION -
ONE SIDE MUTING

2350CG3158
CONTROL WHEEL INTERPHONE SWITCH - REVISION

- SPRING LOADED TO OFF

2350CH3163
DIGITAL AUDIO REMOTE ELECTRONICS UNIT
REVISION TO DELETE HEADSET AURAL ALERTS

2350CG3184
AUDIO SELECTOR PANEL - INSTALLATION - 3
VHF/2HF (P/N 10-62090-64)

2350CH3206
AUDIO SELECTOR PANEL RELOCATION FROM AFT
ELECTRONICS PANEL TO THE CAPTAIN'S AND
FIRST OFFICER'S SIDEWALL PANEL

2350CH3207
INTERPHONE - BFE MICROPHONES, BOOM
MIC/HEADSETS, AND HEADPHONES - REVISION

2370CH3180
SOLID STATE VOICE RECORDER - INSTALLATION -
BFE LORAL FAIRCHILD

2433CH3150
STANDBY POWER - CAPACITY INCREASE AND LOADS
ADDITION - INCLUDING FMS - 30-MINUTE
CAPABILITY

2520CH3816
BFE BULKHEAD DECORATIVE MURALS - TAPIS
"ULTRA LEATHER HP"

2520CH3825
ALTERNATE INTERIOR ARRANGEMENT - 8 FIRST
CLASS, 153 TOURIST CLASS

2520CH3949
INTERIOR ARRANGEMENT - 14 FIRST CLASS, 141
TOURIST CLASS

2524CH3512
UNDERBIN SPE CLOSET - FORWARD LEFT HAND

2528CH3212
LOCKABLE OVERHEAD STOWAGE COMPARTMENT USING
FLIGHT COMPARTMENT DOOR KEY - ADDITION

2530CH3635
FORWARD GALLEY G1 INSTALLATION - AFT
FOOTPRINT STA 293.00

2530CH3636
FORWARD GALLEY G2 INSTALLATION - AFT
FOOTPRINT STA 366.00

2530CH3639
FORWARD GALLEY G7 INSTALLATION - AFT
FOOTPRINT STA 379.00

2541CH3043
LIQUID SOAP DISPENSER - LAVATORY

2541CH3047
INSTALLATION OF AMENITIES TRAY IN LAVATORY
MODULE

2550CG3210
CARGO COMPARTMENT NETS WITH NYLON TYPE WEB
SUPPORTS FOR 737-800

2550CG3220
FWD AND AFT CARGO COMPARTMENT FLOOR PANELS

- ALL ALUMINUM FOR 737-800

2550CG3226
FWD AND AFT CARGO COMPARTMENT LINING -
HEAVIER GAGE FIBERGLASS FOR 737-800

2564CH3095
RETRACTABLE EMERGENCY EQUIPMENT PANEL

2611CG3020
ENGINE AND APU FIRE/OVERHEAT DETECTION
SYSTEM - WHITTAKER SAFETY SYSTEMS

2626CG3024
FIRE EXTINGUISHER - INSTALLATION

2841CG3095
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL

2844CG3040
MEASURING STICK CONVERSION TABLES - POUNDS

2910CG3093
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX

2910CG3097
AC MOTOR-DRIVEN HYDRAULIC PUMPS -
INSTALLATION - ABEX

3131CH3734
OPTICAL QUICK ACCESS RECORDER INSTALLATION
INTO EXISTING PARTIAL PROVISIONS - BFE
PENNY AND GILES

3131CG3765
ACCELEROMETER - INSTALLATION - BFE PATRIOT
SENSORS AND CONTROLS CORPORATION

3131CG3777
DIGITAL FLIGHT DATA ACQUISITION UNIT

(DFDAU) (P/N 2233000-82) WITH ACMS
INTERFACES - INSTALLATION - BFE-TELEDYNE
CONTROLS

3131CH3797
PARTIAL PROVISIONS FOR ARINC 591 QUICK
ACCESS RECORDER

3135CH3068

$6,800
MILTOPE ARINC 744 MULTIPORT PRINTER - FULL
FORMAT - INSTALLATION - BFE

3162CG3013
EFIS/MAP DISPLAY FORMAT

3162CG3015
FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT
AXIS

3162CG3019
RADIO ALTITUDE DISPLAY - ROUND DIAL

3162CG3021
RADIO ALTITUDE - BELOW ADI

3162CG3022
RISING RUNWAY DISPLAY

3162CG3026
ATTITUDE COMPARATOR - STEADY

3162CG3028
SINGLE CHANNEL AUTOPILOT ANNUNCIATION (1
CH)

3162CG3029
LOCALIZER BACKCOURSE POLARITY - REVERSAL

3162CG3032
MAP MODE ORIENTATION - TRACK UP

3162CG3036
AUTOTUNED NAVAIDS - DISPLAYED

3162CG3038
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED

3162CG3040
ADF POINTER(S) IN MAP MODE - FULL TIME
DISPLAY

3162CG3042
POSITION DIFFERENCE - AUTOMATIC DISPLAY

3162CG3044
WEATHER RADAR RANGE INDICATORS - RANGE ARCS

3162CG3052
TCAS RESOLUTION ADVISORY ON ADI

3162CG3056
ANALOG FAILURE FLAGS - NOT DISPLAYED

3162CG3104
ENGINE INSTRUMENTS DISPLAY - SIDE BY SIDE
PRESENTATION ON UPPER DISPLAY UNIT

3162CH3135
ADDITIONAL TAKEOFF BUG - NOT DISPLAYED

3240CG3228
NOSE AND MAIN LANDING GEAR WHEELS AND
BRAKES - INSTALLATION - ALLIEDSIGNAL INC
FOR 737-800

3244CG3007
PARKING BRAKE WARNING LIGHT INSTALLATION ON
EXTERNAL POWER CONNECTOR PANEL

3245CG3040
BIAS NOSE LANDING GEAR TIRES - 27X7.75-15 -
INSTALLATION - SFE

3310CH3020
KEEP OUT OF FLIGHT COMPARTMENT WARNING
LIGHT INSTALLATION

3342CG3024
NOSE GEAR TAXI LIGHT - INSTALLATION -
250-WATT

3343CH3043
EXTERNAL POSITION LIGHT SWITCH INSTALLATION

- FLIGHT DECK SWITCH CONVENTION

3351CH3030
FLOOR PROXIMITY EMERGENCY ESCAPE PATH
MARKING SYSTEM, SEAT MOUNTED - INSTALLATION

- BRUCE INDUSTRIES - SEATS AND GALLEYS ONLY

3412CG3078
AIR DATA COMPUTING - DUAL TAT PROBE

3430CG3054
MULTI-MODE RECEIVER (MMR) - PARTIAL
PROVISIONS FOR GLOBAL POSITIONING SYSTEM
INSTALLATION IN MMR

3430CG3060
MULTI-MODE RECEIVER (MMR) - INSTALLATION OF
ILS/GPS - BFE ROCKWELL INTERNATIONAL CORP

3433CG3056
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE THOMSON -CSF

3443CH3154
ARINC 708 WEATHER RADAR SYSTEM -
INSTALLATION - BFE ALLIEDSIGNAL INC (WITH
DEACTIVATED PREDICTIVE WINDSHEAR FEATURE
R/T RDR-4B)

3443CH3189
WEATHER RADAR SYSTEM - PARTIAL PROVISIONS
FOR PREDICTIVE WINDSHEAR FEATURE OF AN
ARINC 708A SINGLE WEATHER RADAR SYSTEM

3445CG3167
TCAS II - INSTALLATION - BFE ALLIEDSIGNAL
INC

3446CH3127
GPWS RADIO ALTITUDE VOICE CALLOUTS - (100,
50, 30, 20, 10)

3446CH3128
GPWS FLAPS WARNING INHIBIT ONLY IN LIEU OF
SEPARATE SWITCHES FOR FLAPS INHIBIT AND
LANDING GEAR INHIBIT

3446CH3129
GPWS VOICE CALLOUT REVISION - "HALF" VOLUME
IN LIEU OF "FULL" VOLUME

3451CG3006
VOR/MARKER BEACON - INSTALLATION - BFE
ROCKWELL INTERNATIONAL CORP

3455CG3119
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)

3457CH3152
NAVIGATION SYSTEM - ADF REMOVAL

3461CG3403
BUYER FURNISHED NAVIGATION DATA BASE

3461CG3424
FMC FLIGHT NUMBER ENTRY

3461CG3425
FMC TEMPERATURE SELECTION - DEGREES F
DEFAULT

3461CG3429
FMC POSITION UPDATE AND RUNWAY OFFSET UPON
TO/GA ACTIVATION (IN FEET)

3461CG3432
THRUST REDUCTION ALTITUDE - TAKEOFF PROFILE

3461CG3433
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE

3461CG3465
MULTIPURPOSE CDU WITH FMC, ACARS, AND
FLIGHT DATA ACQUISITION UNIT INTERFACE

3461CG3496

FMC -INSTALLATION OF A SECOND 4 MCU, UPDATE 10 FMC WITH 256K NAVIGATION DATA BASE INTO EXISTING PARTIAL PROVISIONS

3461CG3498
FMC - ACTIVATION - 1 MEG NAVIGATION DATA
BASE

3461CG3521
PORTABLE DATA LOADER CONNECTOR PANEL -
INSTALLATION

3461CH3562
FMC - ACTIVATION - RETENTION OF WAYPOINTS
AFTER DIRECT TO

3461CH3565
FMC - ACTIVATION - ACARS ARINC 724B
INTERFACE

3500CG3018
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL

3510CG3098
CREW OXYGEN CYLINDER - 114 CUBIC FEET

3510CG3102
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES

3920CH3111
AUXILIARY E/E EQUIPMENT (E8) RACK
INSTALLATION

5200CG3021
HOLD OPEN LOCK INSTALLATION - ENTRY AND
SERVICE DOORS - DOWN TO RELEASE

5320CG3027
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-800

7200CG3246
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 26,400 LBS. FOR
737-800

7200CG3281
SINGLE ANNULAR COMBUSTOR - CFM56-7 SERIES
ENGINES

7731CG3038
ENGINE VIBRATION MONITORING (EVM) SYSTEM
WITH ON-BOARD ENGINE TRIM BALANCE

7900CG3028
LUBRICATING OIL - MOBIL JET II

TOTAL AMOUNT FOR SPECIAL FEATURES

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

1951-2R2
March 5,1997

Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019

Subject:      Letter Agreement No. 1951-2R2 to
              Purchase Agreement No. 1951 -
              Seller Purchased Equipment

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 1951-2R1 dated October 10, 1996.

For purposes of this Letter Agreement the following definitions apply:

Seller Purchased Equipment (SPE) is Buyer Furnished Equipment (BFE) that Boeing purchases for Buyer.

Developmental Buyer Furnished Equipment (DBFE) is all BFE not previously certified for installation on the Aircraft.

This Letter Agreement does not include developmental avionics. Developmental avionics are avionics that have not been previously certified for installation on the Aircraft.

All other terms used herein and in the Agreement, and not defined above, will have the same meaning as in the Agreement.

Buyer has requested and Boeing hereby agrees that Boeing will purchase as SPE certain BFE identified by Buyer pursuant to Change Requests. Accordingly, Boeing and Buyer agree with respect to such SPE as follows:

1. Price.

Advance Payments. An estimated SPE price will be included in the Aircraft Advance Payment Base Price for the purpose of establishing the advance payments for each Aircraft. The estimated price of this SPE for each Aircraft, expressed in 1995 U.S. dollars, is listed below.

Model Estimated Price for SPE (1995$)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT]

Aircraft Price. The Aircraft Price will be adjusted to reflect (i) the actual costs charged Boeing by the SPE suppliers,
(ii) a handling fee of 10% of such costs and (iii) transportation charges. If all DBFE, except for developmental avionics, is converted to SPE, Boeing will waive the handling fee for all SPE.

2. Responsibilities.

2.1 With respect to SPE, Buyer is responsible for:

(i) selecting the supplier and advising Boeing as to the price negotiated between Buyer and supplier on or before:

               Model         Model         Model         Model
              737-524       737-624       737-724       737-824
galleys       n/a           7/1/97        10/6/96       2/12/97
seats         n/a           2/7/97        9/3/96        9/3/96

(ii) selecting a FAA certifiable part; and

(iii) providing to Boeing the SPE part specification/Buyer requirements.

2.2. With respect to SPE, Boeing is responsible for:

(i) placing and managing the purchase order with the supplier;

(ii) coordinating with the suppliers on technical issues;

(iii) ensuring that the delivered SPE complies with the part specification;

(iv) obtaining certification of the Aircraft with the SPE installed; and

(v) obtaining for Buyer the supplier's standard warranty for the SPE. SPE is deemed to be BFE for purposes of Exhibit B, the Product Assurance Document, of the Agreement.

3. Supplier Selection For SPE Galleys and Seats.

In addition to those responsibilities described above, for SPE galleys and seats the following provisions apply with respect to Buyer's selection of suppliers:

Galley Requirements. Buyer will provide Boeing not later than August 7, 1996 the definitive galley configuration requirements for the Model 737-724. Buyer will provide Boeing not later than November 27, 1996 the definitive galley configuration requirements for the Model 737-824. Buyer will provide Boeing not later than May 1, 1997 the definitive galley configuration requirements for the Model 737-624.

Bidder's List. Boeing has submitted to Buyer, for information purposes, a bidder's list of existing suppliers of seats and galleys.

Request for Quotation (RFQ). Boeing has issued its RFQ inviting such potential bidders to submit bids for the galleys and seats by July 15, 1996 for the Model 737-724 and -824 Aircraft. Boeing will advise such date for the Model 737-624 Aircraft.

Recommended Bidders. Boeing has submitted to Buyer a list of recommended bidders from which to choose a supplier for the galleys and seats. The recommendation is based on an evaluation of the bids submitted using price, weight, warranty and schedule as the criteria.

Supplier Selection. If Buyer selects a seat or galley supplier that is not on the Boeing recommended list, such seat or galley will become BFE and the provisions of Exhibit E, Buyer Furnished Equipment Provisions Document, of the Agreement will apply.

4. Changes.

After this Letter Agreement is signed, changes to SPE may only be made by and between Boeing and the suppliers. Buyer's contacts with SPE suppliers relating to design (including selection of materials and colors), weights, prices (except for price negotiation prior to the supplier selection date) or schedules are for informational purposes only. If Buyer wants changes made to any of the above, requests must be made directly to Boeing for negotiating with the supplier.

5. Proprietary Rights.

Boeing's obligation to purchase SPE will not impose upon Boeing any obligation to compensate Buyer or any supplier for any proprietary rights Buyer may have in the design of the SPE.

6. Remedies.

If Buyer does not comply with the obligations above, Boeing may:

(i) delay delivery of the Aircraft for the period of non-compliance;

(ii) deliver the Aircraft without installing the SPE;

(iii) substitute a comparable part and invoice Buyer for the cost; and/or

(iv) increase the Aircraft Price by the amount of Boeing's additional costs attributable to such noncompliance.

7. Buyer Participation in Price Negotiations for SPE. Subject to the following conditions, Boeing agrees that Buyer may negotiate the price with vendors for certain items of BFE which have been changed to SPE pursuant to this Letter Agreement.

a. Number of Items. Boeing and Buyer have mutually agreed on a list of specific equipment (the SPE Item) for which Buyer shall negotiate directly with the vendors to establish the price for each SPE Item. The SPE Item list includes seats, galleys, and interior furnishings. Buyer shall provide the price of the SPE Item when Buyer notifies Boeing of the SPE Item vendor.

b. Required Dates. Boeing's agreement to permit Buyer to negotiate prices with vendors for SPE Items is subject to Buyer's agreement to meet all of Boeing's required dates with respect to each SPE Item.

c. Right to Approve Selected Vendors. Boeing shall retain the right to reasonably approve the list of vendors for each SPE Item.

8. Buyer's Indemnification of Boeing.

Buyer will indemnify and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Buyer but not employees of Boeing, or for loss of or damage to any property, including Aircraft, arising out of or in any way connected with any nonconformance or defect in any SPE and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing, whether active, passive or imputed. This indemnity will not apply with respect to any nonconformance or defect caused solely by Boeing's installation of the SPE.

Very truly yours,

THE BOEING COMPANY

By Gunar Clem

Its Attorney-In-Fact

ACCEPTED AND AGREED TO as of this

Date: March 5, 1997.

CONTINENTAL AIRLINES, INC.

By Brian Davis

Its Vice President

Subject:      Letter Agreement No. 6-1162-GOC-015 to
              Purchase Agreement No. 1951 -
              Category III A Landing Feature

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.

Special Consideration for Cat III A Landing Feature

In the event that Buyer elects to have the Category III A landing capability (Change Request 0221CG3017) installed on an Aircraft at time of delivery, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

In the event that Buyer elects to install the Category III A landing feature as a post delivery modification, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Confidential Treatment.

Boeing and Buyer understand that certain commercial and financial information contained in this Letter Agreement, including any attachments hereto, are considered by both parties to be confidential. Boeing and Buyer further agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party's prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as provided in Letter Agreement
6-1162-MMF-308R1.

Very truly yours,

THE BOEING COMPANY

By Gunar Clem

Its Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: March 5, 1997

CONTINENTAL AIRLINES, INC.

By Brian Davis

Its Vice President

6-1162-MMF-379R1
March 5, 1997

Subject:   Letter Agreement No. 6-1162-MMF-379R1 to
           Purchase Agreement No. 1951 -
           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT
           TO A REQUEST FOR CONFIDENTIAL TREATMENT]

This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the Agreement) between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model 737-624 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MMF-379 dated October 10, 1996.

All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

2. Confidential Treatment. Buyer understands that certain commercial and financial information contained in this Letter Agreement including any attachments hereto is considered by Boeing as confidential. Buyer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as provided in Letter Agreement 6-1162-MMF-308R1.

Very truly yours,

THE BOEING COMPANY

By Gunar Clem

Its Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: March 5, 1997

CONTINENTAL AIRLINES, INC.

By Brian Davis

Its Vice President

Attachment

Attachment A to Letter Agreement
No. 6-1162-MMF-379R1
CFM56-7B18 Engines

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Exhibit 10.4

6-1162-GOC-044
March 21, 1997

Subject:       Letter Agreement No. 6-1162-GOC-044 to
               Purchase Agreement No. 1783 -
               Application of Advance Payments

Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1783 dated March 18, 1993 (the Agreement) between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model 757-224 aircraft.

All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.

If the foregoing accurately reflects your understanding of the matters treated herein, please indicate your acceptance by signing below.

Boeing has received and is holding advance payments for Model 737 aircraft to be delivered to Buyer under Purchase Agreement No. 1951 (Advance Payments). In order to complete the delivery of Model 757 aircraft designated as Tab Block ND318, Manufacturer's serial number 27560, on March 21, 1997, (Aircraft ND318) and in consideration of Buyer's commitment to pay the balance due at the time of delivery, Boeing may apply [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] of the Advance Payments against the balance due on Aircraft ND318.

Buyer agrees to reimburse Boeing on March 24, 1997, the amount of
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] plus interest on that amount for the period between March 21 and March 24, 1997, with the interest to be calculated as described in paragraph 5 of Letter Agreement 6-1162- WLJ-375R4.

Very truly yours,

THE BOEING COMPANY

Original signed by:

By Gunar O. Clem

Its Attorney-In-Fact

By     Jeffery M. Smisek

Its    Executive Vice President and
              General Counsel