Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On March 25, 2009, we entered into an amendment to our agreement, dated March 17, 2008, with Hayman Investments, L.L.C., Hayman Advisors, L.P., Hayman Capital Master Fund, L.P. and J. Kyle Bass (collectively, "Hayman"). This amendment was based on current director Andrew N. Jent's voluntary decision not to stand for reelection as a director at the 2009 annual meeting of shareholders. The amendment removes the requirement that our board nominate and support current director Mr. Jent, the president of Hayman who was appointed to the board in connection with the original March 2008 agreement, for election at the 2009 annual meeting of stockholders. The amendment also removes the right of Hayman to designate another person to fill the vacated position if Mr. Jent is removed, resigns or is otherwise unable to serve as a director. Thus, at the expiration of his term at that meeting, Mr. Jent will cease to serve as a director. ExpressJet is appreciative of Mr. Jent's service as a member of our board. The amendment to our agreement with Hayman does not affect our ongoing agreements with respect to current director William F. Loftus, who was also appointed to the board in connection with the original March 2008 agreement.
The foregoing description of the amendment to the agreement with Hayman is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.
10.1 First Amendment to Agreement by and among the Company, Hayman Investments, L.L.C., Hayman Advisors, L.P., Hayman Capital Master Fund, L.P. and J. Kyle Bass dated March 25, 2009.

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