On behalf of our Board of Directors, we areI am pleased to invite you to attend the Continental Airlines, Inc. 20072010 Annual Meeting of Stockholders. As indicated in the attached notice, the meeting will be held at The Hyatt Regency, 1200 Louisiana Street, Houston, Texas on Tuesday,Wednesday, June 12, 2007,9, 2010, at 10:00 a.m., local time. At the meeting, weour stockholders will act on the matters described in the attached proxy statement and there will be an opportunity to discuss other matters of interest to you as a stockholder.

Your vote is important. Even if you plan to attend the meeting in person, please authorize your proxy or direct your vote by internet or telephone asfollowing the instructions on each of your voting options described in the enclosedattached proxy statement evenand the notice of internet availability you received in the mail. Alternatively, if you planreceived printed proxy materials, you may vote your shares by internet, telephone or mail pursuant to attend the meeting in person. Alternatively, you can date, sign and mailinstructions included on the enclosed proxy card in the envelope provided. Weor voting instruction card. I look forward to seeing you in Houston.

The 20072010 annual meeting of stockholders of Continental Airlines, Inc. will be held at The Hyatt Regency, 1200 Louisiana Street, Houston, Texas on Tuesday,Wednesday, June 12, 2007,9, 2010, at 10:00 a.m., local time, for the following purposes:

The holders of record of the company’s common stock at the close of business on April 16, 200715, 2010 are entitled to notice of and to vote at the meeting. A list of the stockholders entitled to vote at the meeting will be available for examination, during ordinary business hours, for ten days before the meeting at our principal place of business, 1600 Smith Street, Houston, Texas.

We are providing this proxy statement to you in connection with the solicitation on behalf of Continental’s board of directors, which we refer to as the “board,” of proxies to be voted at the company’s 20072010 annual meeting of stockholders or any postponement or adjournment of that meeting. The meeting will be held at The Hyatt Regency, 1200 Louisiana Street, Houston, Texas on Tuesday,Wednesday, June 12, 2007,9, 2010, at 10:00 a.m., local time, for the purposes set forth in the accompanying Notice of 20072010 Annual Meeting of Stockholders. ThisStockholders, which we refer to as the “Meeting Notice.”

We have elected to take advantage of the “Notice and Access” rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), which allow public companies to deliver to their stockholders a “Notice of Internet Availability of Proxy Materials” and to provide internet access to the proxy statementmaterials and annual reports to security holders. Accordingly, most of our stockholders will receive a “Notice of Internet Availability of Proxy Materials,” which we refer to as the accompanying“Notice of Internet Availability.” The Notice of Internet Availability will include instructions on accessing and reviewing our proxy card, together withmaterials and our annual report to stockholders are being first mailed or otherwise deliveredon the internet, and will provide instructions on submitting a proxy on the internet.

We expect to begin furnishing our proxy materials to stockholders on April 28, 2010, at which time we will also first make available on the internet atwww.proxyvote.comour Meeting Notice, our proxy statement and our annual report to stockholders. Any stockholder receiving a Notice of Internet Availability may also request a printed copy of these materials by any of the following methods:

Pursuant to the SEC’s rules, our annual report to stockholders, which includes our audited consolidated financial statements for 2009, is not considered a part of, or about April 27, 2007.incorporated by reference in, the proxy solicitation materials.

Stockholders with shares registered in their names with Mellon Investor Services LLC, Continental’s transfer agent and registrar, are referred to as “stockholders of record.” Stockholders of record at the close of business on April 16, 2007,15, 2010, the “record date,” are entitled to notice of and to vote at the meeting and at any postponement or adjournment of the meeting. Stockholders with shares held in an account at a broker, bank, trust or other nominee are considered the “beneficial owner” of shares held in “street name,” and are entitled to direct their brokers, banks, trustees or other nominees on how to vote their shares.

At the close of business on the record date, Continental had outstanding 97,127,746139,412,110 shares of Class B common stock, which we refer to as “common stock,” and one share of Series B Preferred Stock, held by Northwest Airlines, Inc. or “Northwest.stock.” Subject to certain limitations on voting bynon-U.S. citizens as described below, each share of our common stock is entitled to one vote. The share of Series B Preferred Stock held

Under U.S. law, no more than 25% of the voting stock of a U.S. air carrier such as Continental may be owned or controlled, directly or indirectly, by persons who are not U.S. citizens, and Continental itself must be a U.S. citizen. For these purposes, a “U.S. citizen” means:

In order to comply with these rules, our Amended and Restated Certificate of Incorporation provides that persons who are not U.S. citizens may not vote shares of our capital stock unless the shares are registered on a separate stock record maintained by us. A foreign holder wishing to register on this separate stock record should call us at(713) 324-5152 or send us a written request for registration identifying the full name and address of the holder, the holder’s citizenship, the total number of shares held and the nature of such ownership (i.e.(i.e., record or beneficial). Such written requests should be addressed to our Secretary at Continental Airlines, Inc., P.O. Box 4607, Houston, Texas77210-4607. We will not register shares on this record if the amount registered would cause us to violate the foreign ownership rules or adversely affect our operating certificates or authorities. Registration on this record is made in chronological order

Directors will be elected by a plurality of the votes cast at the meeting for directors by the holders of common stock entitled to vote thereon.

In the vote to elect directors, stockholders may:

The proposal to ratifyapprove the appointment of Ernst & Young LLPContinental Airlines, Inc. Incentive Plan 2010, which we refer to as our independent auditors“Incentive Plan 2010,” will require approval by a majority of the votes cast at the meeting on Proposal 2 by the holders of common stock entitled to vote thereon. In addition, approval of the proposal under applicable NYSE rules requires that the total number of votes cast on the proposal represent a majority of the total outstanding shares entitled to vote on the proposal. For purposes of this proposal, abstentions are treated as votes cast and will have the same effect as votes against the proposal. Further, under the NYSE rules, banks, brokers, trustees or other nominees holding shares of record will not be permitted to vote those shares on Proposal 2 without timely instructions from the beneficial owners of the shares, resulting in broker non-votes. These broker non-votes are not treated as votes cast and will not be counted in determining whether the total number of votes cast on the proposal represents a majority of the total outstanding shares.

The proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm will require approval by a majority of the votes cast at the meeting on Proposal 3 by the holders of common stock entitled to vote thereon. Abstentions are not treated as votes cast and thus will not affect the outcome of the proposal.

If you are the record holder of your shares, you may revoke your proxy before it is exercised at the meeting in any of threethe following ways:

If you are not the record holder of your shares, you may revoke your proxy before it is exercised at the meeting by voting in person at the meeting, provided you have a valid proxy from the holder of record.either:

Continental will bear the costs of the solicitation of proxies. In addition to the solicitation of proxies by mail and internet, we may also solicit proxies by internet, telephone, fax or in person. None of our regular employees or directors who engageengages in solicitation will receive additional compensation for that solicitation. In addition, we have retained Georgeson Inc. to assist in the solicitation of proxies for a fee estimated not to exceed $7,500$10,000 plus reasonableout-of-pocket expenses. Arrangements will be made with brokerage houses and with other custodians, nominees and fiduciaries to forward proxy soliciting materials to beneficial owners, and we will reimburse them for their reasonableout-of-pocket expenses incurred in doing so.

We are sending only one copy of our Notice of Internet Availability or, as applicable, printed proxy statementmaterials to stockholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs.

We will deliver promptly to any stockholder who received a householded mailing this year, upon receipt of the stockholder’s written or oral request, additional copies of our Notice of Internet Availability or, as applicable, printed proxy materials. If you received a householded mailing this year and you would like to haverequest additional copies, of our proxy statement mailed to you or if you would like to opt out of this practice for future mailings, please submit your request to our Secretary in writing at Continental Airlines, Inc., P.O. Box 4607, Houston, Texas77210-4607.77210-4607 You may also contactor call us at(713) 324-5152. Additionally, if you share the same last name and address with one or more other stockholders and you received multiple copies of the annual meetingNotice of Internet Availability or, as applicable, printed proxy materials, and would preferyou may contact us in the manner described above to receiverequest a single copy in the future.

We have oneOur Class B common stock is our only class of securities outstanding that is entitled to vote on the matters to be considered at the meeting,meeting. Each holder of record of Class B common stock whichas of the record date is entitled to cast one vote per share on each matter, subject to the limitations on voting bynon-U.S. citizens described above. The following table sets forth, as of the dates indicated below, information with respect to persons owning beneficially (to our knowledge) more than five percent of any class of our voting securities.

The following table shows, as of April 15, 2007,2010, the number of shares of common stock beneficially owned by our current directors, theeach current and former executive officersofficer named below in the Summary Compensation Table, and all of our current executive officers and directors as a group. This table does not include the restricted stock units held by our executive officers. See “Executive Compensation — Outstanding Equity Awards at Fiscal Year End.”

We are committed to high standards of corporate governance and to conducting our business ethically and with integrity and professionalism. In furtherance of these commitments, our board has adopted Corporate Governance Guidelines developed and recommended by the Corporate Governance and Social Responsibility Committee of our board, which we refer to as our “Guidelines,” and we have enhancedmonitors our Ethicsethics and Compliance Programcompliance program through the adoption of Ethics and Compliance Guidelines that replace our Principles of Conduct for our employees and directors. The Corporate Governance Guidelines, together with our bylaws, the charters of each of our board committees and the Ethics and Compliance Guidelines, and the Directors’ Code of Ethics, provide the framework for the corporate governance at Continental. We monitor developments in the laws, regulations and best practices relating to governance, compliance and our business, and evaluate our own policies and principles in light of those developments.

SinceThe Corporate Governance and Social Responsibility Committee monitors developments in the beginninglaws, regulations and best practices relating to corporate governance and periodically recommends to our board the adoption of 2006, uponamendments to the recommendationGuidelines to reflect those developments. The current Guidelines provide for the governance practices described below.

Independence.  Our Guidelines require that a majority of our board be “independent” under the criteria for independence established by the NYSE. Our board is responsible for affirmatively determining whether each director nominee satisfies all applicable independence criteria for service on the board or any committee of the Corporate Governance Committee,board. Please see “— Director Independence” below for a discussion of our board has implemented the following enhancements to our corporate governance practices:board’s independence determinations.

Limitation on Board Service.  In February 2006, our board adopted an amendment to our Corporate Governance Guidelines that limits the number of boards of directors on which anyNone of our directors may serve. Following the transition period which expires in February 2008, none of our directors will beis permitted to serve on the board of directors of more than two other public companies if the director is employed on a full-time basis, or more than four other public companies if the director is employed on less than a full-time basis. For determining the number of boards of directors on which a director serves, the guidelinesour Guidelines exclude service on the board of directors of a charitable, philanthropic or non-profit organization, as well as service on the board of the director’s principal employer. Further, a director’s service on the board of directors of two or more affiliated companies that hold joint or concurrent board meetings will be considered service on only one other board.

Presiding Director.Additional Holding Period for Restricted Stock.  In November 2006,February 2010, our board amendeddetermined, upon the recommendation of the Human Resources Committee, that future annual equity awards to our Corporate Governancenon-management directors would be made in shares of restricted stock. The forfeiture and transfer restrictions on these shares of restricted stock lapse on the one year anniversary of the grant date, subject to earlier vesting in certain circumstances. For a discussion of the restricted stock to be granted to our non-management directors under our current compensation practices, please see “— Narrative Disclosure to Director Compensation Table — Equity Awards” below.

At the time our board determined to make these future equity awards to non-management directors in shares of restricted stock, it also implemented enhancements to our Guidelines to provide that each non-management director who receives a grant of shares of restricted stock of the presiding directorcompany is required to hold at least 50% of those shares for executive sessionsan additional period of our non-management directors will beone year following the chairexpiration of the applicable forfeiture and transfer restrictions set

Lead Independent Director.  In February 2010, our board. Priorboard implemented enhancements to this amendment,our Guidelines to establish a lead independent director with the presiding director for each such meeting was selected on a rotating basisfollowing responsibilities:

The chair of the Corporate Governance and Social Responsibility Committee, currently Mr. Meyer, has been appointed by seniority. This enhancement provides greater continuity and stabilityour board to serve as the position, allowing stockholderslead independent director. Stockholders or other interested parties the opportunity tomay communicate with theour non-management directors through correspondence directed to the presidinglead independent director. Please see “— Communications with the Board”Board of Directors” below for instructions concerningon how to contact the presidinglead independent director.

Director Resignation Policy.  In November 2006,Under our board amended our Corporate Governance Guidelines and bylaws in connection with the adoption of a director resignation policy. Under this policy, each of our incumbent directors must submit a conditional, irrevocable resignation letter in the form approved by our board before our board will nominate the director for re-election. The current form of resignation letter approved by our board provides that the resignation will only be effective if:

If an incumbent director does not receive the vote for re-election specified in his or her conditional resignation letter in an uncontested election of directors, our board (or a committee designated by our board) shall, no later than 60 days after certification of the election results, consider the attendant circumstances and any other factors it deems relevant and determine whether to accept the director’s resignation. In accordance with our bylaws, Delaware corporate law and the form resignation letter approved by our board, the resignation letter cannot be revoked or withdrawn while this director resignation policy is in effect.

Each of the nominated directors has submitted his or her conditional, irrevocable letter of resignation as required by the policy. The revised conditional, irrevocable letter of resignation approved by our board for Larry Kellner,Jeff Smisek, our Chairman, of the BoardPresident and CEO, includes an acknowledgement that our board’s acceptance of his resignation under the circumstances described above would trigger Mr. Kellner’shis right under his employment agreement with us to resign for “Good Reason” and receive certain severancetermination benefits. For a discussion of the termination benefits of Mr. Kellner’s severance benefitsSmisek following his resignation for Good Reason, please see “Executive Compensation — Potential Payments Upon Termination or Change in Control” below.

Right to Amend.Our board has the authority to amendand/or restate the Corporate Governance Guidelines, including any or all of these governance enhancements,practices, from time to time in its sole discretion without stockholder approval.

In January 2007, we implemented several enhancements to ourContinental’s Ethics and Compliance Program, including the adoption ofprogram includes the Ethics and Compliance Guidelines. These guidelines, which replaceGuidelines and the Principlesimplementation of Conducta worldwide (subject to applicable local privacy laws) Help Line that provides an anonymous method for reporting concerns. The Ethics and Compliance Guidelines apply to all of our co-workers, as well as our non-management directors, officers and employees, serve as the centerpiece for our Ethicsethics and Compliance Program by promotingcompliance program. These guidelines promote ethical conduct, good judgment and compliance with laws as well asand our corporate policies. We also established anAnother key aspect of our ethics and compliance program is our Ethics and Compliance Committee, of our executive officers ledchaired by our General Counsel and Chief Compliance Officer. This committeeOfficer, that promotes awareness and understanding of and adherence to, our Ethics and Compliance Program andprogram, periodically reviews and evaluates theour program and the guidelines, and helps to ensure that they continueour program continues to meet our corporate obligations and standards.

Our board determines the independence of each director through application of the director independence tests required by Section 303A of the NYSE Listed Company Manual and, for members of the audit committee,Audit Committee, the additional independence tests required byRule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended.amended, which we refer to as the “Exchange Act.” Our board has applied these independence tests to our elevennine nominees, Mr. Larry Kellner, who resigned from our board in December 2009, Dr. George Parker, who retired from our board in June 2009, and Mr. Douglas McCorkindale, who is not standing for re-election, and determined that (1) each of the nominees for our board other(other than Messrs. Kellner andMr. Smisek (nine(eight of the elevennine total nominees)), Dr. Parker and Mr. McCorkindale is “independent” under the applicable standards and (2) each of the nominees for our board and Mr. McCorkindale qualifies for service on each board committee on which such director currently serves. Please see “Proposal 1: Election of Directors — Director Biographical Summaries” below for a list of all elevennine nominees for our board, together with biographical summaries for the nominees, including each nominee’sindividual’s current committee memberships, business experience, directorships and business experience.qualifications.

The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director is independent. As a result of this review, the board affirmatively determined, based on its understanding of such transactions and relationships, that with the exception of Messrs. Kellner and Smisek, none of (i) the non-management directors nominated for election at the meeting, (ii) Dr. Parker or (iii) Mr. McCorkindale, has any material relationships with the company or its subsidiaries, and that all such directors are independent of the company under the applicable standards set forth by the NYSE and SEC. Messrs. Kellner andMr. Smisek areis not independent because of theirhis current employment as executivesan executive officer of the company, and Mr. Kellner was not independent because of his prior employment as an executive officer of the company.

Our board has established the committees described below, each of which operates under a written charter adopted by the board. Each of these committees may form and delegate its authority to subcommittees or the chair of the committee when appropriate. Please see the introductory paragraph immediately following “Corporate Governance” above for instructions on obtaining electronic or printed copies of the charters of these board and available on our website as indicated above under “Corporate Governance.”committees.

Audit Committee.  The Audit Committee has the authority and power to act on behalf of the board with respect to the appointment of our independent registered public accounting firm, which we also refer to as our “independent auditors,” and with respect to authorizing all audit and other activities performed for us by our internal and independent auditors. The committee, among other matters, reviews with management and the company’s independent auditors the effectiveness of the accounting and financial controls of the company and its subsidiaries, and reviews and discusses the company’s audited financial statements with management and the independent auditors. It is the responsibility of the committee to evaluate the qualifications, performance and independence of the independent auditors and to maintain free and open communication among the committee, the independent auditors, the internal auditors and management of the company. SeePlease see “— Report of the Audit Committee” below. The committee may formis also responsible for overseeing our risk assessment and delegate its authority to subcommittees or the chairperson when appropriate. Allrisk management policies, including our enterprise risk management process, our legal and ethical compliance programs and our fuel and currency hedging strategies. Our board has determined that all members of the Audit Committee are independent directors as required by the applicable rules of the NYSE and SEC, and that Mr. McCorkindale Mr. Munoz and Mr. ParkerMunoz each qualifies as an audit committee financial expert under the applicable rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.”

Corporate Governance and Social Responsibility Committee.  The Corporate Governance and Social Responsibility Committee identifies individuals qualified to become members of the board, consistent with criteria approved by the board, and recommends to the board the slate of directors to be nominated by the board at each annual meeting of stockholders and any director to fill a vacancy on the board. The committee will consider recommendations for nominees for directorships submitted by stockholders. Stockholders desiring the committee to consider their recommendations for nominees should submit their recommendations, together with appropriate biographical information and qualifications, in writing to the committee, care of thec/o Secretary, of the company at our principal executive offices. Continental Airlines, Inc., P.O. Box 4607, Houston, Texas77210-4607. The committee also recommends directors to be appointed to the committees of the board and the directors to serve as committee chairs, including in the event of vacancies, and oversees the evaluation of the board and management. The committee also developed and recommended to the board the company’s Corporate Governance Guidelines and is responsible for overseeing our board’s compliance with the company’s Directors Code of Ethics,Guidelines, including determining the appropriate course of action with respect to any potential or actual conflicts of interest involving a director brought to the attention of the chair of the committee. The committee may formIn addition, beginning in September 2009, the committee’s responsibilities were expanded to include oversight of our policies and delegate its authority to subcommittees orpractices on significant issues of corporate social responsibility, including protection of the chairperson when appropriate.environment, workplace diversity, community relations and charitable contributions, and government relations and political contributions. For a discussion of our corporate social responsibility efforts, please see “— Global Citizenship” above. All members of the Corporate Governance and Social Responsibility Committee are independent directors as required underby the applicable rules of the NYSE.

To assist the committee in discharging its responsibilities with respect to executive compensation, the committee has retained since 2004 the services of Mercer Human Resource Consulting, or “Mercer,”relies upon an independent compensation consultant that reports exclusively to the committee. The committee engaged Exequity LLP as its independent compensation consultant effective January 2009. Prior to that time, the committee relied on Mercer Human Resource Consulting, another independent compensation consultant, to assist it in developing and structuring the company’s executive compensation programs. To ensure Mercer’sthe consultant’s objectivity and to avoid conflicts of interest, we adopted conflict of interest guidelines governing our relationship with Mercer.the relationship. These guidelines establish our management’s obligation to report quarterly to the committee the scope and amount of work being performed by Mercerthe consultant or its affiliates for us, Mercer’sthe consultant’s direct access to the committee through its chairperson,chair, and the requirement that Mercerthe consultant develop procedures to prevent any Mercer employees advisingemployee of the consultant who advises the committee on executive compensation matters from discussing their services with other Mercer employees. Pursuant toemployees of the committee’s charter, it has the sole authority to retain and terminate Mercer and any other consultants engaged by the committee.consultant.

From time to time and in connection with the setting of incentive compensation targets, Mercerthe compensation consultant makes executive compensation recommendations to the committee based on available marketplace compensation data for U.S. peer airlines of comparable size and certain non-airline companies with comparable revenue and other characteristics. Management also makes independent recommendations to the committee concerning the form and amount of executive compensation. The committee then reviews and considers Mercer’sthe consultant’s and management’s recommendations, marketplace compensation data, individual officer performance and other factors, and makes its determinations concerning the compensation of the CEO and other Section 16 Officers. During 2006, these2009, the committee’s compensation decisions and determinations were made during sixeight meetings, one of which was held without management present and twoseven of which included executive sessions at which management was not present. For further discussion of our processes and procedures for the consideration and determination of executive compensation, please see “Executive Compensation — Compensation Discussion and Analysis” below.

Membership on Board Committees.  The following table lists our five board committees, the directors who currently serve on them and the number of committee meetings held in 2006.2009.

Stockholders or other interested parties can contact any director (including Mr. Barrack,Meyer, the current presiding director for executive sessions of non-management directors)board’s lead independent director), any committee of the board, or our non-management directors as a group, by writing to themc/o Secretary, Continental Airlines, Inc., P.O. Box 4607, Houston, Texas77210-4607. Comments or complaints relating to the company’s accounting, internal accounting controls or auditing matters will also be referred to members of the Audit Committee. All such communications will be forwarded to the appropriate member(s) of the board, except that the board has instructed the company to direct communications that do not relate to the company’s accounting, internal accounting controls or auditing matters to the chair of the Corporate Governance and Social Responsibility Committee and not to forward to the board or the chair of the Corporate Governance and Social Responsibility Committee certain categories of communications.

When identifying director nominees,Our Corporate Governance Guidelines provide that the Corporate Governance and Social Responsibility Committee willshould consider the following:following when identifying director nominees:

The Corporate Governance and Social Responsibility Committee also confirms that nominees are in compliance with stock ownership requirements and board service limitations. In the case of current directors being considered for renomination, the committee also will take into account the director’s tenure as a member of the board, the director’s responses to the annual director performance self-assessment, the director’s history of attendance at annual meetings of stockholders and at board and committee meetings and the director’s preparation for and participation in such meetings. director’s:

Moreover, each incumbent director is required to submit an irrevocable, conditional resignation letter pursuant to our director resignation policy prior to his or her nomination for re-election. Please see “— Corporate“Corporate Governance Enhancements”Guidelines — Director Resignation Policy” above for a discussion of this requirement.

Our director nomination process for new board members is as follows:

As provided in our Corporate Governance Guidelines, our newly electednewly-elected directors participate in an orientation program following their election or appointment to the board. This orientation includes presentations by our senior management and independent auditors to familiarize new directors with our strategic plans, financial statements and key policies and practices. We also provide our directors with opportunities to visit our facilities, to participate in training concerning our Ethicspolicies and Compliance Programprograms and to attendreview strategic sessions presented byareas of our management during our regularly scheduled board meetings. We provide ourbusiness in depth. Our directors with information concerningalso participate in director education programs sponsored by various educational institutions, and we reimburse their expenses incurred to attend such programs. In addition, all of our directors are provided flight benefits, including access to our Presidents Club airport lounge access,lounges, enabling them to monitor the quality of our services and to interact with employees and customers.

The table below provides information relating to the compensation of the non-employeenon-management members of our board in 2006.2009. The compensation elements are described in the narrative following the table.

Annual Fees.  Each of our non-employeenon-management directors receives an annual fee of $24,500$25,000, paid quarterly in advance. Each member ofadvance, as well as the Audit Committee receives anfollowing additional annual fee of $25,000, exceptfees, paid quarterly in advance, which are based on committee membership, service as a committee chair or service as the chair of the Audit Committee, who receives an additional annual fee of $40,000.lead independent director:

Meeting Fees.  Our non-employeenon-management directors also receive the following fees for attendance at meetings of our board and committees:

TheManagement reviewed with the Audit Committee reviewed all transactions since January 1, 20062009 involving a “related person” identified in the annual questionnaire responses or otherwise known to the committee or the company and determined that nonecompany. None of thethese transactions was required to be disclosed as a related person transaction pursuant to the SEC’s rules.

Our executive compensation programs are administered by the Human Resources Committee of the board. The committee is currently composed of four independent, non-employeenon-management directors, and no member of the committee has ever been an officer or employee of Continental or any of its subsidiaries. No memberNone of the committeeour executive officers has served at any time since January 1, 2006, as a member of theany board of directors or compensation committee of any

Notwithstanding the foregoing actions and the responsibilities set forth in the committee charter, the charter clarifies that it is not the duty of the committee to plan or conduct audits or to determine that the company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. Management is responsible for the company’s financial reporting process including its system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. The independent auditors are responsible for expressing an opinion on those financial statements.

The following table sets forth information with respect to our current executive officers:

There is no family relationship between any of our executive officers. All officers are appointed by the board to serve until their resignation, death or removal.

The severe economic recession in the U.S. and global economies had a significant adverse impact on the demand for air travel, especially high-yield business traffic, resulting in our loss of $282 million for the year ended 2009. The poor economy, disrupted global capital markets, and volatile fuel prices contributed to another challenging year for U.S. network carriercarriers and hindered our ability to achieve and sustain profitability. Despite these challenges, we continued efforts in 2009 to position our company to take advantage of an improving economic environment. For example, during the year we focused significant effort on successfully transitioning into Star Alliance, which we joined on October 27, 2009. We also received approval from the Department of Transportation to join United Airlines and eight other carriers that already hold antitrust immunity to work together to deliver highly competitive international air transportation services. As we look to 2010, we see some indications that the industry may be experiencing the early stages of a recovery and we remain focused on achieving the full benefits of our participation in Star Alliance and returning to profitability.

In the challenging economic environment, improved during 2006. The improvement inwe remained focused on our financial results, during 2006 compared to 2005 was primarily the result of higher revenueour product and our cost-savings initiatives.culture. For 2009, we again achieved the best EBITDAR margin performance among our network peers, and ourlength-of-haul adjusted revenue per available seat mile was among the best of our network peers. We continued to invest in our award-winning product as we began the installation of flat-bed BusinessFirst seats on aircraft that service our long-haul international flights, continued the installation of DIRECTV^® on our narrowbody Next-Generation Boeing 737 aircraft, and introduced the convenience of a cashless cabin for on-board purchases. In March 2010, we were again rated the most admired U.S. airline on FORTUNE Magazine’s annual airline industry list of World’s Most Admired Companies, our ninth consecutive year to receive this honor. In the same survey, of the 14 global carriers ranked, Continental ranked first for people management. We continue to seek to reducefocus on open and honest communication with our cost structure and increase our revenues to return to sustained profitability. Many of our network competitors, such as Delta Air Lines, Northwest Airlines, United Airlines and US Airways, have used or are using bankruptcy to reduce their costs significantly in ways not available to us outside of bankruptcy.co-workers.

A significant component of our expense structure is labor and related costs. Management showed leadership by taking the first reductions that ultimately resulted in the company securing $500 million of company-wide annualFive years ago, adverse economic conditions required us to reduce pay and benefit costcosts company-wide and streamline work rules in order to save approximately $500 million annually, and in connection with those actions we provided enhanced incentive-based pay elements for substantially all of our employees. These reductions and work rule changes completedprovided the framework for a business plan that helped the company avoid filing for bankruptcy protection like so many of our competitors were forced to do, return to profitability in 2006. The reductions in base salary (by up2006 and 2007, grow our network and provide a competitive platform to 25%) taken byrespond to the many challenges we have faced. Providing variable incentive-based compensation elements to all of our officers alsoworkgroups allows us to reward all co-workers based on performance. These incentive-based compensation programs resulted in reductionspayouts of profit sharing to our broad-based employee groups totaling nearly $270 million in potential payment amounts with respect2007 and 2008 (based on 2006 and 2007 financial performance). We were not profitable in 2008 or 2009 and, accordingly, no profit sharing was paid to theiremployees and no annual incentive and long-term incentive plan awards, which are derived from base salary. The officers also surrendered their entire Stock Based RSU award (as defined below) for the performance period ended March 31, 2006, which had achieved the performance target and otherwise would haveincentives were paid out a total of $22.8 million to the entire officer group (includingnamed executive officers for either year. However, other performance-based on-time incentives benefiting most broad-based employee groups have rewarded superior operational performance and resulted in payouts of approximately $105 million since the named executives)beginning of 2005.

We also successfully implemented our succession plan after Larry Kellner, our Chairman and Chief Executive Officer throughout 2009, voluntarily resigned at year-end. Jeff Smisek was promoted to the endposition of March 2006.Chairman, President and Chief Executive Officer effective January 1, 2010. In connection with his promotion, Mr. Smisek has entered into an agreement with the company pursuant to which he has agreed to forego his annual salary and any annual bonus that would otherwise be earned for each calendar year beginning on or after January 1, 2010, unless the company makes a profit for that calendar year.

Our executive compensation philosophy in 2006for 2009 continued to be defined by three main objectives: aligning executive incentives with stockholderstockholders’ and co-workers’ interests, retaining our management team, and designing appropriatelinking pay forto performance. We made difficult decisions in 2005 that allowed us to implement a business plan that has permitted us to grow, return to profitability in 2006 and 2007, and reward our co-workers through variable incentive-based

Aligned Interests.  StructuringWe have structured executive and broad-based employee incentives thatto align the interests of our executives and co-workers with those of our stockholders and customers makes good business sense. This is why both our executive and broad-based employee groups have significant incentives tied to company performance.customers. The Human Resources Committee believes that such incentives play a significant part inare an important contributor to Continental’s performance and success.potential for successful performance.

We alignFor each of the years included in the Summary Compensation Table below, our executive compensation elements were aligned with the interests of our stockholders by linking our incentive compensation performance measures to metrics that arethe following key indicators of the company’s financial performance: our annual return on base invested capital our long-term earnings(“ROBIC”); EBITDAR margin relative to our peer airlines,domestic network competitors; the size of our stock price performance,profit-sharing pool for broad-based workgroups; achieving positive net incomeincome; and maintaining sufficientspecified cash balances designed to permit us to endure a sudden industry downturn.balances. The restricted stock unit (“RSU”) program aligns management’s interests with our stockholders’ interests by placing the executives’ compensation “at risk” for any share price decline that occurs after the achievement of any performance target but before the relevant payment dates, which are spread over multi-year periods. Ourperiods for retention purposes. The Profit Based RSUs, discussed below, also align our executives’ compensation is alignedinterests with the interests of our co-workers through our Profit Based RSUs, discussed below, that tieby linking executive incentive opportunities to the achievement of cumulative profit sharing pools for our broad base of employees underemployees.

Our broad-based employee incentive opportunities are designed to further our objective of aligning the Enhanced Profit Sharing Plan. The Stock Based RSUs’ significantinterests of our co-workers with those of our stockholders and customers. First, stock price appreciation requirement also aligns management’s interests with stockholders’ interests.

Timing of Stock Awards.  The company has not granted the named executivesexecutive officers any stock options since 2003 and has not granted them any restricted stock since 2002. The company has no current plans to grant stock options or restricted stock to its officers. Under the terms of our equity compensation plans, stock option and restricted stock awards are priced based on the closing price of our common stock on the date of grant. Historically,The RSU awards generally are granted at the company has

Base Salaries.  BaseThe base salary levels of the named executive officers are based on competitive considerations, individualset at a level that is designed to provide sufficient fixed compensation to satisfy the company’s retention objectives while allowing the company to provide a greater potential level of compensation through variable incentive performance over time, overall financial resultsawards. After pay and job dutiesbenefit reductions were implemented in 2005, the Human Resources Committee has approved base salary adjustments for the named executive officers as increases have been implemented for other company workgroups. Messrs. Kellner and responsibilities. As described above,Smisek each refused the 2007 and 2008 salary increases and each voluntarily waived his salary for the period of June 1, 2008 through December 31, 2008. The Human Resources Committee approved a 2.5% merit pay increase for each of the named executive officers effective January 1, 2009, consistent with the target percentage increases provided to our non-collectively bargained workgroups. Upon his promotion to Chairman, President and the company’s entire officer group voluntarily agreed to a reduction inChief Executive Officer effective January 1, 2010, Mr. Smisek’s base salary effective February 28, 2005 of up to 25%.(which he has waived unless the company is profitable for the full calendar year) was set at $730,000.

Annual Incentive Program.  For 2006,Since 2004 and continuing through 2009, the company’s ROBIC performance has been the measure used in our Annual Executive Bonus Program adopted pursuant to Incentive Plan 2000 (referred to herein as the annual incentive program for our executives offered incentive compensation opportunities of between 50% (entry) and 150% (stretch) of base salary, with a target of 125% of base salary at year end, depending on achievement of anprogram). This absolute level of Continental’s capital efficiency, cash flow and financial results. The capital efficiency performance measure is Continental’s ROBIC, which is defined as EBITDAR divided byrecognizes the sumcapital-intensive nature of total propertythe airline industry and equipment (less accumulated depreciation and amortization thereon and less purchase depositsensures that Continental achieves a sufficient return on flight equipment) at year-end and 7.5 times annual aircraft rentals.its capital. The ROBIC goals are reviewed and new goals established annually by the Human Resources Committee.Committee with reference to the company’s annual budget and financial plan. The program alsosets the entry incentive opportunity at 50% and permits the Human Resources Committee to establish different levels of target and stretch incentive opportunity on an annual basis. The annual incentive program requiresopportunities for 2009 for the named executive officers, between 50% (entry) and 150% (stretch), with a target of 125% of year-end base salary, were consistent with the opportunity levels provided for the last several years. However, target and stretch levels are reconsidered each year by the Human Resources Committee to confirm that the opportunities remain consistent with the committee’s overall compensation goals discussed above. Before any payment is made for a fiscal year, even if a ROBIC performance goal is met, the annual incentive program also required the achievement of a minimum unrestrictedspecified year-end cash cash equivalent and short-term investment balance set byas well as a financial performance hurdle, each of which the Human Resources Committee annually. Finally,sets annually, recognizing that such hurdles are additional important absolute measures of the program requirescompany’s financial performance and liquidity. The financial performance hurdle required that the company achieve a financial performance hurdle also set by the Human Resources Committee annually. Following the company-wide pay and benefit reduction initiative completed in 2006, the Human Resources Committee adjusted the ROBIC goals for 2006 by raising the level of ROBIC required before any incentive payments could be made to eliminate the effect of employee pay and benefit reductions. No incentive payments are made, regardless of ROBIC performance, unless the minimum cash balance and financial performance hurdle are also achieved. In 2004, the program’s first year, Continental’s performance was between the entry and target levels. Mr. Kellner and Mr. Smisek nonetheless voluntarily declined their 2004 incentive payment in recognition of the sacrifices co-workers were being asked to make. No payments were made under the program for 2005 because the company did not achieve the entry ROBIC margin. The company achieved the stretch target under this program for 2006. The targets for 2006 under the annual incentive program were as follows: ROBIC entry of 11.9%, target of 12.2% and stretch of 13%, a financial performance hurdle that required the company to report positive net income for 2006the year as set forth on the

The targets for 2009 under the annual incentive program were as follows: ROBIC entry of 12.5%, target of 13.5% and stretch of 16.0%, a financial performance hurdle that required the company to report positive net income for 2009, and a minimum cash balance of $1.125$2.2 billion. For 2009, the company failed to achieve entry level ROBIC performance and the financial performance hurdle and therefore no payments were made under the annual incentive program. The entry, target and stretch incentive opportunities with respect to the 2009 awards under the annual incentive program are set forth in the 2009 Grants of Plan-Based Awards table below.

Long-Term Incentive Program.  The Human Resources Committee established acompany’s Long-Term Incentive and RSU Program adopted pursuant to Incentive Plan 2000 (the “LTIP/RSU Program”) consists of two long-term incentive compensation program in 2004 with two components — the LTIP based primarily on relative performance,long-term incentive program (“LTIP”) and anthe RSU program based on absolute performance (together, the “LTIP/RSU Program”).program.

Certain Other Programs.  We also continueOur named executive officers may participate in company-wide plans and programs, such as group health and welfare plans, the non-pilot 401(k) plan, and the employee stock purchase plan, that are offered to maintain the following long-termbroader employee group. These programs are consistent with similar plans offered by peer and general industry companies, and are important to the recruitment and retention of executive compensation programs:talent.

Perquisites.  We provide executives with certain perquisites similar in form and amount to those offered to executives at similar levels at companies within the airline industry and general industry groups. We believe that providing a portion of compensation to our executive officers in the form of perquisites, (such as flight benefits), rather than in cash, enhances retention, results in a cost savings to Continental and strengthens our relationshiprelationships with our executives. For example, flight benefits provide our executives and non-management directors the advantage of product familiarization and brand identification. The incremental cost to the company of providing flight benefits is minimal, while we believe the value of these benefits to the named executive officers is perceived by them to be high. With respect to in-kind tax preparation services, the Human Resources Committee believes this is an important benefit to ensure that executives complete their tax preparation obligations in a timely and accurate manner. Executive perquisites are discussed in the footnotes to the Summary Compensation Table. In addition to the perquisites disclosed in the Summary Compensation Table, executives may participate in company-wide plans and programs such as group health and welfare plans, the 401(k) plan and other programs that are offered to the broader employee group.

SERP.  The company maintains a supplemental executive retirement planplans (“SERP”) for the named executive officers that providesprovide an annual retirement benefit expressed as a percentage (that could range up to 75% for Mr. Kellner and Mr. Smisek if they achieve 30 years (the capped amount) of SERP credited service or up to 65% for Messrs. Misner, Compton and Moran if they achieve 26 years (the capped amount) of SERP credited service) of seniorthe executives’ final average compensation. The Human Resources Committee believes that the SERP serves as an important and effective long-term retention incentive. Since final average compensation is capped in the benefit formula applied under the company’s defined benefit pension plan, the SERP provides an opportunity for the named executivesexecutive officers to earn supplemental retirement benefits. When combined with the benefit payable from the Continental Retirement Plan (“CARP”), the annual retirement benefit could range up to 75% of final average compensation for Mr. Smisek if he achieves 30 years (the capped amount) of SERP credited service or up to 65% of final average compensation for Messrs. Rowe, Compton, and Moran if they achieve 26 years (the capped amount) of SERP credited service. Mr. Kellner resigned effective December 31, 2009 with 25 years of SERP credited service and a benefit of 62.5% of his final average compensation. Because the benefits provided under the CARP are not subject to Medicare tax, the company previously has agreed to reimburse the named executives for the Medicare tax obligations related to the SERP so that the SERP benefits are treated on a similar basis to the CARP benefits. The Human Resources Committee believes that the SERP serves as an important and effective long-term retention incentive. The benefit formulas and the compensation limitations applicable to the SERP and the defined benefit pension plan are described below under “—‘‘— Pension Benefits.”