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Exhibit 10.12(d)




December 16, 2003




Kerry Skeen

[Address]

[Address]




	 	 	 	 	 
	 	 	
Re:
	 	Effect of Temporary Compensation Reduction Measures; Split
Dollar Life Insurance and Deferred Compensation





Dear Kerry:



1. As you know, on April 22, 2003 the Compensation Committee of the Board
authorized a series of compensation reduction measures as an emergency measure
as part of the Company’s overall cost-reduction programs and in order to allow
the Company to make a more competitive bid to United Airlines (the “Temporary
Compensation Reduction Measures”). Pursuant to the Temporary Compensation
Reduction Measures, (i) your base salary was reduced to $391,500 and (ii) the
performance aspects of the MIP and SMIP programs (50% of each program) were
suspended and the reminder of the programs will be based on the satisfaction of
cost-cutting targets pursuant to the Temporary Compensation Reduction Measures.
The salary reduction is a decrease in base pay only and does not affect any
obligations linked to base pay under the Severance Agreement between you and
the Company dated as of July 25, 2001 (the “Severance Agreement”). In
addition, the Temporary Compensation Reduction Measures do not affect your
participation in and the target level of your participation in the MIP and SMIP
for purposes of the Severance Agreement, including without limitation deferred
compensation, split dollar life contributions, severance benefits, change in
control benefits, and retirement pay. Instead, these actions are a reduction
in your base pay and bonus opportunities only and do not affect any obligations
linked to base pay or bonus amounts payable under the Severance Agreement.
Accordingly, all obligations under the Severance Agreement linked to base pay
or bonus amounts payable will continue to apply as if the decrease in your base
pay and the suspension of the performance aspects of the MIP and SMIP had not
occurred.



2. Paragraph 13.B.(iv) of the Severance Agreement provides that, upon a Change
in Control, the Company will credit three years of Deferred Compensation,
without interest, by crediting an amount equal to 300% of your annual base
salary in effect as of the date of the Change in Control. Paragraph 13.B.(v)
of the Severance Agreement provides that the Company will prepay three years’
premiums on the split dollar insurance provided under Paragraph 5.E. of the
Severance Agreement by paying over to the insurance company which is the
carrier under the Split Dollar Agreement premiums in an amount equal to 300% of
your annual base salary in effect as of the date of the Change in Control. In
lieu of these benefits, and in addition to any other payments to which you may
be entitled under the Severance Agreement, you may instead elect to be paid
upon a Change in Control cash in an amount equal to 300% of your annual base
salary in effect as of the date of the Change in Control. Such cash payment
shall be treated for all purposes as made under the Severance Agreement
(including without limitation for purposes of Paragraph 13.C thereof).





 








 





Capitalized terms used in this Agreement have the same meaning as under the
Severance Agreement. The offer of the terms as described in this letter is
conditioned upon your acknowledgment and acceptance of these terms by your
return to the Company of a copy of this letter signed in the place indicated
below.




	 	 	 	 	 	 	 
	 	 	 	 	ATLANTIC COAST AIRLINES HOLDINGS, INC.
	 	 	
 	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Thomas J. Moore, President & COO
	 	 	 	 	 	 	 
	Agreed and Accepted:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Kerry Skeen	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Dated: December     , 2003