Exhibit 10.12(c)

AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (the"Agreement") was executed by the parties as of the date set
forth on the signature page (the"Signature Date") and was authorized and effective as of November 17, 2003 (the "Effective Date"), by and between
FLYi, Inc., a Delaware corporation ("FLYi") and Independence
Air, Inc., a California corporation,and Richard J. Surratt ("Surratt").

WITNESSETH THAT:

WHEREAS, Surratt is currently employed by the Company as Executive Vice President, Chief Financial Officer, Treasurer and Assistant
Secretary, and in connection with such employment entered into a Severance Agreement (last restated as of December 28, 2001) with the Company; and

WHEREAS, the Company wishes to assure itself of the continued services of Surratt; and

WHEREAS, on November 17, 2003, the Compensation Committee of the Board of Directors of FLYi determined that the best interests of
the Company would be served by amending and restating the terms and conditions of and benefits provided under the then-existing Amended and Restated Severance Agreement with Surratt;

NOW, THEREFORE, the parties, for and in consideration of the mutual and reciprocal covenants and agreements hereinafter contained, and
intending to be legally bound hereby, do contract and agree as follows:

1.EmploymentCompany hereby employs Surratt and Surratt hereby accepts employment by
Company and agrees to perform his duties and responsibilities hereunder upon all of the terms and conditions as
are hereinafter set forth. For purposes of this Agreement, as used in the definition of Change in Control, "Company" shall mean FLYi, Inc., and as used elsewhere in this Agreement shall mean
FLYi, Inc. and its subsidiaries, and shall also mean any successor to FLYi, Inc., including without limitation any corporation or other entity into which it is merged or which acquires
all or substantially all of its outstanding common stock or assets.

2.DutiesSurratt shall serve the Company in the capacities of
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary. Surratt shall generally be responsible for supervising and directing the financial affairs of the Company and of
any other entity(ies) to which the Company's obligations under this Agreement shall be assigned pursuant to Paragraph 12. Surratt shall otherwise be responsible for carrying out all such other
duties and services for the Company commensurate with Surratt's position, as may be designed from time to time by the Chief Executive Officer of the Company (the
"CEO").

3.Term of EmploymentSurratt's term of employment under this
Restated Agreement shall commence on the Effective Date and shall terminate on the last day of the calendar month which is twelve (12) calendar months after the Effective Date, unless further
extended as hereinafter set forth. Commencing on each successive anniversary of the Effective Date, the Agreement shall automatically be extended for an additional twelve (12) months without
further action by either party unless Surratt's employment has previously been terminated or unless Surratt or the Company has provided notice of intention to terminate Surratt's employment pursuant
to the terms of Paragraph 10 below, in which case Surratt's term of employment under this Agreement will be extended to the pending Termination Date.

4.Extent of ServiceSurratt shall devote such time and
attention as is required to perform his obligations under this Agreement and will at all times faithfully and industriously, consistent with his ability, experience and talent, perform his duties
hereunder under the direction of the CEO.

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5.CompensationDuring the term of this Agreement, Company
agrees to pay to Surratt, and Surratt agrees to accept from Company, in full payment for services rendered by Surratt and work to be performed by him under the terms of this Agreement, the following:



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YEARS OF SERVICE

PERCENTAGE VESTEDLess than 4

0%At least 4 but less than 5

25%At least 5 but less than 6

35%At least 6 but less than 7

50%At least 7 but less than 8

65%At least 8 but less than 9

80%At least 9

100%




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6.Benefits



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7.Reimbursement of ExpensesThe Company agrees to promptly
reimburse Surratt, within fifteen (15) days after presentation of receipts and other appropriate documentation, for all reasonable, ordinary and necessary travel costs and other necessary
expenses incurred by Surratt in performing his duties pursuant to this Agreement.

8.Stock OptionsThe Company may from time to time grant to
Surratt options under FLYi's stock option plan to purchase shares of the common stock of FLYi at the price per share at the closing of the trading market on the last business date prior to such grant.
Any such grant will be pursuant to the terms of the Stock Option Agreement being utilized at the time of the grant for stock options granted to Executive Vice Presidents of the FLYi, except that
options granted to Surratt shall contain terms relating to the consequences of a Change in Control that are no less favorable to Surratt than the terms contained in the form of Stock Option Agreement
granted to Surratt on June 26, 2000. The Compensation Committee retains full discretion of whether to grant any stock options.

9.DeductionsDeductions shall be made from any component of
Surratt's compensation provided pursuant to this Agreement or otherwise for social security, Medicare, federal, state and local withholding taxes, and any other such taxes as may from time to time be
required by any governmental authority.

10.TerminationSurratt's employment with the Company shall be
terminated only in accordance with the following provisions:



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11.Nonsolicitation, Non-Competition, and Confidentiality



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12.AssignmentThis Agreement, as it relates to the employment
of Surratt, is a personal contract and the rights and interests of Surratt hereunder may not be sold, transferred, assigned, pledged or hypothecated. However, this Agreement shall inure to the benefit
of and be binding upon Company and its successors and assigns including, without limitation, any corporation or other entity into which Company is merged or which acquires all or substantially all of
the outstanding common stock or assets of Company. At any time prior to a Change in Control, Company may provide, without the prior written consent of Surratt, that Surratt shall be employed pursuant
to this Agreement by any of its affiliates instead of or in addition to Company, and in such case all references herein to the "Company" shall be deemed
to include any such entity, provided that such action shall not relieve Company of its obligation to make or cause an affiliate to make or provide for any payment to or on behalf of Surratt pursuant
to this Agreement.

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13.Invalid ProvisionsThe invalidity of any one or more of the
paragraphs or provisions of this Agreement shall not affect the reasonable enforceability of the remaining paragraphs or provisions of this Agreement, all of which are inserted herein conditionally
upon being valid in law; and in the event one or more of the paragraphs or provisions contained herein shall be invalid, this instrument shall be construed as if such invalid paragraphs or provisions
had not been inserted or, alternatively, said paragraphs or provisions shall be reasonably limited to the extent that the applicable court interpreting the provisions of this Agreement considers to be
reasonable.

14.Specific PerformanceThe parties hereby agree that any
violation by Surratt of the covenants and agreements contained herein shall cause irreparable damage to the Company, and the Company may, as a matter of course, enjoin and restrain said violation by
Surratt by process issued out of a court of competent jurisdiction, in addition to any other remedies that said court may see fit to award.

15.Binding EffectAll the terms of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

16.Waiver of Breach or Violation Not Deemed ContinuingThe
waiver by the Company of any provision of this Agreement may be effected only by a written waiver duly executed on behalf of the Company and except to the extent specifically provided in such waiver
shall not operate as, or be construed to be, a waiver of any subsequent breach hereof.

17.Entire Agreement; Law GoverningThis Agreement supersedes in
its entirety the terms of the Severance Agreement between the parties dated as of December 28, 2001 and any and all other agreements, either oral or in writing, between the parties hereto with
respect to the subject matter hereof, by and between the Company and Surratt, and contains all the covenants and agreements among the parties with respect to such subject matter. Notwithstanding the
foregoing, to the extent that the Company's Deferred Compensation contributions or any other compensation or benefit provided for hereunder was paid, granted, credited or funded under and pursuant to
an earlier version of this Agreement with respect to service prior to the Effective Date and at rates provided for under such earlier version, then such compensation or benefit need not be again paid,
granted or funded, respectively, pursuant to this Agreement. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts of
law. Surratt hereby acknowledges that he was given the opportunity to be represented by counsel of his choosing in the drafting and negotiation of this Agreement and that he reviewed this Agreement.
In interpreting this Agreement, a court shall not treat either party as the draftsman of the Agreement.

18.Paragraph HeadingsThe Paragraph headings contained in this
Agreement are for convenience only and shall in no manner be construed as a part of this Agreement.

19.Release by SurrattIn the event of a termination of
employment by Surratt that results in the payment of Severance Compensation to him pursuant to the terms of this Agreement, in consideration
for such Severance Compensation and as a condition precedent to the payment thereof, Surratt hereby agrees to execute a full and complete release to the Company releasing any and all claims that he
may have against the Company including any claims relating to his termination of employment.

20.NoticesAll notices permitted or required to be given
pursuant to this Agreement shall be in writing and shall be deemed to have been sufficiently given, subject to the further provisions of this Paragraph 20, for all purposes when presented
personally to such party (which in the case of notice to the Company, shall be presented to the person holding the office or offices identified below) or sent by

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facsimile
transmission, any national overnight delivery service, or certified or registered mail, to such party at its address set forth below:

If
to Surratt, to the most recent address indicated for Surratt's residence in the personnel records of Company, unless Surratt gives written notice that such notices are to be delivered
to another address.



Such
notice shall be deemed to be given and received when delivered if delivered personally, upon electronic or other confirmation of receipt if delivered by facsimile transmission, the
next business day after the date sent if sent by a national overnight delivery service, or five (5) business days after the date mailed if mailed in the continental United States by certified
or registered mail. Any notice of any change in such address shall also be given in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived in
writing by the party entitled to receive such notice.

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IN WITNESS WHEREOF, the Company has hereunto caused this Agreement to be executed by a duly authorized officer and Surratt has hereunto
set his hand as of the day and year written below, with such Agreement to be effective as of the Effective Date set forth herein.

|WITNESS:                      |  |                                              |                                                   
|----------------------------- |  | -------------------------------------------- | --------------------------------------------------
|                              |  | Richard J. Surratt
Dated: December    , 2004
|                              |  | COMPANY:                                    
|ATTEST:                       |  | FLYI, INC.                                  
|Richard J. Kennedy,
Secretary |  | BY:                                          | Kerry B. Skeen,
Chairman & Chief Executive Officer
|                              |  | Dated: December    , 2004                   
|ATTEST:                       |  | INDEPENDENCE AIR, INC.                      
|Richard J. Kennedy,
Secretary |  | BY:                                          | Kerry B. Skeen,
Chairman & Chief Executive Officer
|                              |  | Dated: December    , 2004                   

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