2003 Committee Charter : CAL

CHARTER OF THE BUDGET COMMITTEE
OF THE BOARD OF DIRECTORS OF
CONTINENTAL AIRLINES, INC.
As amended through September 17, 2003
Establishment
1. This Charter of the Budget Committee (the "Committee") of the Board of Directors
(the "Board") of Continental Airlines, Inc., a Delaware corporation (the "Company"), has been
approved and adopted, as amended, by resolution of the Board adopted on September 17, 2003.
2. As of September 17, 2003, the Committee is comprised of seven directors. The
Committee shall at all times consist of at least two directors, and may consist of such greater number
of directors as the Board appoints to the Committee from time to time by resolution of the Board.
3. The members of the Committee shall be appointed or reappointed by the Board at the
meeting of the Board immediately following each annual meeting of stockholders of the Company.
Each member of the Committee shall continue as a member thereof until his or her successor is
appointed by the Board or until his or her earlier death, resignation, removal or cessation as a director
of the Company.
Process
4. The Chairman of the Board or, if the Chairman of the Board shall fail to do so, the
members of the Committee, shall appoint a Chair of the Committee from among the members of the
Committee. If the Chair of the Committee is not present at any meeting of the Committee, the
members of the Committee shall appoint an acting Chair for such meeting. The Secretary of the
Company, or any Assistant Secretary of the Company, shall attend each meeting of the Committee
and shall act as secretary of such meeting (but shall not be present when requested by the
Committee).
5. The time and place of meetings of the Committee and the procedures to be followed
at such meetings shall be determined from time to time by the members of the Committee; provided
that:
(a) a quorum for meetings shall be a majority of the members, present in person
or by telephone or other telecommunications device permitting all persons
participating in the meeting to speak to and hear each other;
(b) the affirmative vote of a majority of the members of the Committee present at
a meeting at which a quorum is present shall be the act of the Committee;
(c) the Committee may act by unanimous written consent signed by each
member of the Committee;
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(d) the Committee shall keep minutes of its proceedings and shall deliver the
same (and reports and recommendations to the Board) to the Secretary of the
Company;
(e) all minutes of meetings of the Committee, and all unanimous written
consents of the Committee, shall be filed with the records of meetings of the
Committee;
(f) the Chair, or any member of the Committee, or the Secretary of the
Company at the direction of the Chair of the Committee, the Chairman of the
Board or the Chief Executive Officer of the Company, shall have the
authority to call meetings of the Committee; and
(g) notice of the time and place of every regular meeting of the Committee
(which meeting shall be deemed a regular meeting if it occurs on the same
date as a meeting of the Board of Directors) shall be given in writing or by
facsimile transmission to each member of the Committee at least five days
before any such regular meeting, and notice of the time and place of every
special meeting of the Committee shall be given in writing or by facsimile
transmission to each member of the Committee not later than the close of
business on the second day next preceding the day of the meeting; provided
that in each case a member may waive notice of any meeting.
Duties
6. The Committee shall develop with management of the Company, and recommend to
the Board not later than thirty days prior to the end of each fiscal year of the Company (or at such
later time determined by the Board pursuant to the Bylaws), an annual capital expenditure budget
and annual financial plan of the Company with respect to the next succeeding fiscal year.
7. The Committee shall report on its activities to the Board.
8. The Committee shall review and assess at least annually its performance.
9. In fulfilling its duties hereunder, the Committee shall have the sole power to retain and
terminate such consultants or advisors as it shall deem necessary or appropriate, including the
authority to approve the compensation and other terms relating to the retention and termination of
such consultants and advisors.

CHARTER OF THE HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS OF
CONTINENTAL AIRLINES, INC.
As amended through February 26, 2003
Purpose
1. This Charter of the Human Resources Committee ("Committee") of the Board of
Directors (the "Board") of Continental Airlines, Inc., a Delaware corporation (the "Company"), has
been approved and adopted, as amended, by resolution of the Board adopted on February 26, 2003.
2. As of February 26, 2003, the Committee is comprised of four directors. The Committee
shall at all times consist of at least two directors, and may consist of such greater number of directors
as the Board appoints to the Committee from time to time by resolution of the Board. No member of
the Committee may be an employee of the Company or any of its subsidiaries, and each member of the
Committee shall be: (a) "independent" as defined in the applicable rules of the New York Stock
Exchange ("NYSE"), (b) a "Non-Employee Director" within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended, and (c) an "outside director" within the
meaning of section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder.
3. The members of the Committee shall be appointed or reappointed by the Board at the
meeting of the Board immediately following each annual meeting of stockholders of the Company. Each
member of the Committee shall continue as a member thereof until his or her successor is appointed by
the Board or until his or her earlier death, resignation, removal or cessation as a director of the
Company.
4. The purposes of the Committee shall be to discharge the Board's responsibilities
relating to compensation of the Company's executive officers and to produce the annual report on
executive compensation required by applicable rules and regulations of the Securities and Exchange
Commission ("SEC") to be included in the Company's proxy statement.
Process
5. The Chairman of the Board or, if the Chairman of the Board shall fail to do so, the
members of the Committee, shall appoint a Chair of the Committee from among the members of the
Committee. If the Chair of the Committee is not present at any meeting of the Committee, the members
of the Committee shall appoint an acting Chair for such meeting. The Secretary of the Company, or any
Assistant Secretary of the Company, shall attend each meeting of the Committee and shall act as
secretary of such meeting (but shall not be present when requested by the Committee).
6. The time and place of meetings of the Committee and the procedures to be followed at
such meetings shall be determined from time to time by the members of the Committee; provided that:
(a) a quorum for meetings shall be a majority of the members, present in person or
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by telephone or other telecommunications device permitting all persons
participating in the meeting to speak to and hear each other;
(b) the affirmative vote of a majority of the members of the Committee present at a
meeting at which a quorum is present shall be the act of the Committee;
(c) the Committee may act by unanimous written consent signed by each member of
the Committee;
(d) the Committee shall keep minutes of its proceedings and shall deliver the same
(and reports and recommendations to the Board) to the Secretary of the
Company;
(e) all minutes of meetings of the Committee, and all unanimous written consents of
the Committee, shall be filed with the records of meetings of the Committee;
(f) the Chair, or any member of the Committee, or the Secretary of the Company at
the direction of the Chair of the Committee, the Chairman of the Board or the
Chief Executive Officer of the Company, shall have the authority to call
meetings of the Committee; and
(g) notice of the time and place of every regular meeting of the Committee (which
meeting shall be deemed a regular meeting if it occurs on the same date as a
meeting of the Board of Directors) shall be given in writing or by facsimile
transmission to each member of the Committee at least five days before any
such regular meeting, and notice of the time and place of every special meeting
of the Committee shall be given in writing or by facsimile transmission to each
member of the Committee not later than the close of business on the second day
next preceding the day of the meeting; provided that in each case a member may
waive notice of any meeting.
Duties
7. The Committee shall administer the Company's (a) 1994 Incentive Equity Plan, (b) 1997
Stock Incentive Plan, (c) 1998 Stock Incentive Plan, (d) Incentive Plan 2000 and the programs adopted
from time to time thereunder, (d) 1997 Employee Stock Purchase Plan, and (e) Profit Sharing Plan, in
each case, as the same may be amended from time to time, and as provided for therein. The Committee
shall also administer such other compensation, retirement, benefit or other plans or programs as the
Board has heretofore designated or may from time to time designate. The Committee may delegate
administration of benefit and other plans or programs to officers or employees of the Company to the
extent expressly provided by the Committee and in compliance with applicable laws.
8. Having regard for the competitive position of the Company, internal equity, individual
performance and such other considerations as the Committee shall deem appropriate (including with
respect to the Chief Executive Officer, corporate goals and objectives approved by the Committee), the
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Committee shall, at least annually, review and determine (or, at its discretion, review and recommend
to the Board for approval) the compensation (including salaries, bonuses and other forms of
compensation) of the Chief Executive Officer, the President, the Chief Financial Officer, and each
officer of the Company of Senior Vice President or higher rank and each President of a principal
subsidiary of the Company (other than a publicly traded subsidiary having its own compensation
committee of its board of directors (a "publicly traded subsidiary")) and any other executives of the
Company or any subsidiary (other than a publicly traded subsidiary) designated by the Committee (the
"Senior Executives"), and the corporate goals and objectives relating to the compensation of the Chief
Executive Officer of the Company.
9. The Committee shall review and approve or disapprove the terms and conditions of any
proposed offer of employment to any Senior Executive, the form of any employment agreement or
severance agreement with any Senior Executive, and the form of employment agreement or severance
agreement with any other officer or other employee of the Company or any subsidiary (other than a
publicly traded subsidiary) designated by the Committee (provided, that if a general form of
employment agreement or severance agreement for Senior Executives or other officers or employees
has been approved by the Committee, then approval by the Committee of any proposed employment
agreement or severance agreement with a particular Senior Executive, officer or other employee shall
only be necessary if the proposed agreement deviates materially from the general form of agreement
previously approved).
10. The Committee shall review and determine (or, at its discretion, review and recommend
to the Board for approval) from time to time the general compensation structure and practices of the
Company, including incentive-compensation and equity-based plans or programs, and the plans and
policies of the Company for recruiting, developing and motivating employees of the Company.
11. The Committee shall review and approve any report to stockholders on executive
compensation that is required by the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
12. The Committee shall review and report to the Board, from time to time as deemed
appropriate by the Committee or as requested by the Board, on the appropriateness and adequacy of the
executive organizational structure of the Company and on plans for the succession of Senior Executives.
13. The Committee shall fulfill such other duties and responsibilities as assigned to the
Committee from time to time by the Board.
14. The Committee shall report on its activities to the Board.
15. The Committee shall review and assess at least annually its performance.
16. In fulfilling its responsibilities hereunder, the Committee shall have the sole power to
retain and terminate such consultants or advisors as it shall deem necessary or appropriate, including
the authority to approve the compensation and other terms relating to the retention and termination of
such consultants and advisors.