Exhibit 10.12(d)

SEVERANCE AGREEMENT

THIS 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 September 4, 2003 (the "Effective
Date"), by and between FLYi, Inc., a Delaware corporation ("FLYI") and Independence Air, Inc., a California corporation ("Independence Air"), and                        ("Employee").

WITNESSETH THAT:

WHEREAS, Employee is currently employed by the Company as Senior Vice President
of                                ; and

WHEREAS, the Company and Employee desire to expressly set forth in this Agreement the terms of Employee's employment with the Company; and

WHEREAS, on September 4, 2003 the Compensation Committee of the Board of Directors of FLYi, Inc. determined that the best interests of the
Company would be served by setting forth the terms and conditions of and benefits provided for Employee's employment with the Company;

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 Employee and Employee
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.DutiesEmployee shall serve the Company in the capacities of
Senior Vice President of            . Employee shall generally be responsible for all elements
of                                         
                   . Employee's duties may be changed from time to time to support the requirements of
the Company, consistent with Employees experience and expertise. Employee shall otherwise be responsible for carrying out all such other duties and services for the Company commensurate with
Employee's position, as may be designed from time to time by                        .

3.Term of EmploymentEmployee's term of employment under this
Agreement shall commence on the Effective Date and shall terminate on July 31, 2005, unless further extended as hereinafter set forth. On August 1, 2005, and on August 1 in each
subsequent year, this Agreement shall automatically be extended for an additional twelve (12) months without further action by either party unless Employee's employment has previously been terminated,
or unless Employee or the Company has provided notice of intention to terminate Employee's employment pursuant to the terms of Paragraph 10 below (in which case Employee's term of employment under
this Agreement will be extended to the pending Termination Date).

4.Extent of ServiceEmployee 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                        .

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



6.Benefits



7.Reimbursement of ExpensesThe Company agrees to promptly
reimburse Employee, 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 Employee in performing his duties pursuant to this Agreement.

8.Stock OptionsThe Company may from time to time grant to
Employee options under the 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 Senior Vice Presidents of the Company. The
Compensation Committee retains full
discretion of whether to grant any stock options, and if so to change the terms of the Stock Option Agreement for any such stock options.

9.DeductionsDeductions shall be made from any component of
Employee's compensation provided pursuant to this Agreement or otherwise for social security, Medicare, federal, state and local

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withholding
taxes, and any other such taxes as may from time to time be required by any governmental authority.

10.TerminationEmployee'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.Change in Control.



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13.AssignmentThis Agreement, as it relates to the employment
of Employee, is a personal contract and the rights and interests of Employee 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. Company may provide, without the prior written consent of Employee, that Employee 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 Employee pursuant to this Agreement.

14.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.

15.Specific PerformanceThe parties hereby agree that any
violation by Employee 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 Employee by process issued out of a court of competent jurisdiction, in addition to any other remedies that said court may see fit to
award.

16.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.

17.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.

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18.Entire Agreement; Law GoverningThis Agreement supersedes
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 Employee, and contains all the
covenants and agreements among the parties with respect to such subject matter. Notwithstanding the foregoing, to the extent that any 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. Employee 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.

19.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.

20.Release by EmployeeIn the event of a termination of
employment by Employee 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, Employee 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.

21.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 21, 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
facsimile transmission, any national overnight delivery service, or certified or registered mail, to such party at its address set forth below:

If
to Employee, to the most recent address indicated for Employee's residence in the personnel records of Company, unless Employee 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 Employee 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:                      |  |                          |                                                   
|----------------------------- |  | ------------------------ | --------------------------------------------------
|                              |  | Dated: December 30, 2004
|                              |  | COMPANY:                
|ATTEST:                       |  | FLYI, INC.              
|Richard J. Kennedy,
Secretary |  | BY:                      | Kerry B. Skeen,
Chairman & Chief Executive Officer
|                              |  | Dated: December 30, 2004
|ATTEST:                       |  | INDEPENDENCE AIR, INC.  
|Richard J. Kennedy,
Secretary |  | BY:                      | Kerry B. Skeen,
Chairman & Chief Executive Officer
|                              |  | Dated: December 30, 2004

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