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         IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                    IN AND FOR NEW CASTLE COUNTY


                                          :
STEVEN J. WEISS PROFIT SHARING PLAN,      :

                           Plaintiff,
                                          :
           - against  -                   ::    Civil Action No.
THOMAS J. BARRACK, JR., LLOYD M.          :
BENTSEN, JR., GORDON M. BETHUNE, DAVID :
BONDERMAN, GREGORY D. BRENNEMAN,          :
PATRICK FOLEY, DOUGLAS MCCORKINDALE,      :
GEORGE G.C. PARKER, RICHARD W. POGUE,     :
IWILLIAM S. PRICE, III, DONALD L. STURM, :
KAREN HASTIE WILLIAMS, CHARLES A.         :
YAMARONE, CONTINENTAL AIRLINES, INC.      :
and NORTHWEST AIRLINES, INC.              ::
                      Defendants.         ::

           Plaintiff, by its attorneys, Rosenthal, Monhait, Gross

& Goddess, P.A., for its complaint against defendants, alleges

upon information and belief, except for paragraph 2 hereof, which

is alleged upon knowledge as follows:

           1.    Plaintiff brings this action pursuant to Rule 23

of the Rules of the Court of Chancery on its own behalf and as a

class action on behalf of all persons, other than defendants and

those in privity with them, who own the Class A and Class B

common stock (the "common stock") of Continental Airlines, Inc.,

("Continental" or the "Company").

           2.    Plaintiff has been the owner of the common stock

of the Company since prior to the wrongs herein complained of and

continuously to date.
    4