**Exhibit 10.14**

**MAIR HOLDINGS, INC.**

**AMENDMENT NO. 1 TO MANAGEMENT COMPENSATION AGREEMENTWITH PAUL F. FOLEY**

This Amendment No. 1 to the Management CompensationAgreement (“Amendment No. 1”) is entered into this 11th day of July, 2007, byand between MAIR Holdings, Inc. (the “Company”) and Paul F. Foley (the “Executive”)for the purpose of providing an incentive to Executive to continue hisemployment and to continue providing services to the Company.

**WHEREAS,** the Company’s formersubsidiary, Mesaba Aviation, Inc., recently received confirmation of a Chapter11 plan for reorganization which established a liquidating trust for purposesof distributions thereunder, and

**WHEREAS,**the Company anticipatesthat it will receive one or more disbursements from this Mesaba liquidatingtrust (the “Disbursement” or “Disbursements”) sometime in the near future, and

**WHEREAS,**the Company wants toencourage Executive to continue in employment until all of the Disbursementsare received, and to take all actions possible to facilitate and to maximizeall of the Disbursements, and

**WHEREAS**,  the Company has approved a Retention Bonusarrangement for its Officers to be paid out of Disbursements, and

**WHEREAS**, the Company hasapproved a Severance Compensation Plan for certain of its Executives, includingthe Executive, and

**WHEREAS**, the Company would liketo provide uniform benefits under the Compensation Plan for all eligibleexecutives, and

**WHEREAS,**effective October 1,2004, the Company and Executive entered into a Management CompensationAgreement (the “Agreement”) which limits payments to Executive in the event ofhis employment termination or a change-in-control to those provided under theAgreement, and as such precludes any additional payments to Executive underboth the Retention Bonus arrangement and the Severance Compensation Plan, and

**WHEREAS**, the Agreement may beamended by mutual consent pursuant to its Section 10.06.

**NOW, THEREFORE,**the Company andExecutive make the following Amendment No. 1 to the Management Compensation Agreement,in order to modify it in the following respects:

1.                                       TheCompany will establish a retention bonus program for Executive pursuant to theterms and conditions of a separate agreement, the Retention Bonus Agreementbetween the Company and the Executive.

----

2.                                       Anew Section 4.09 shall be added to read as follows:

Section 409A Exception.Severance compensation shall be paid under the terms of Paragraph 4,  unless it exceeds the limits of (a), below,in which case, the excess amount of severance compensation payments shall bepaid-out as provided in (b), and ( c), as applicable.

a.                                       Severancepayments must not total more than two times the lesser of:

i.                                          theExecutive’s annualized compensation, including base pay and bonus, and based onExecutive’s annual rate of pay for his taxable year preceding the year of hisemployment termination, or

ii.                                       theannual maximum amount that may be taken into account under a qualified planpursuant to Code Section 401(a)(17) for the year of the Executive’s employmenttermination.

b.                                      Theportion of severance payments described in (a) shall be paid to Executive inequal amounts over the 52 week severance period.

c.                                       Allpayments in excess of the limitations of (a) shall be treated as subject to theshort-term deferral rule of Code Section 409A, and shall be paid in full withintwo-and-one-half months after the end of the taxable year of the Executive orthe Company, whichever is later, in which the Executive’s termination occurred.

3.                                       Section5.03 “No Other Payments” shall be deleted in its entirety and replacedwith the following language:

5.03         Benefit Offset.  Should Executive receive severance benefitsunder another Company plan or arrangement by reason of the involuntarytermination of his employment without cause, either during or after theexpiration of the Agreement, payments and benefits received under such otherarrangement shall be applied as an offset against payments and benefits he isentitled to receive under the Agreement. Should the Agreement provide for more generous payments or benefits, theExecutive shall be paid the excess of such payment levels pursuant to theAgreement, after an offset for payments and benefits under any other applicableCompany plan or arrangement has been applied. The parties intend that Executive receive those payments to which he isentitled under this Agreement, but not duplicate benefits which are providedunder the Agreement and under another Company plan or arrangement.

4.                                       Section6.04 “No Other Payments” shall be deleted in its entirety and replacedwith the following language:

6.04         Benefit Offset.   Should Executive receive severance benefitsunder another Company plan or arrangement by reason of the involuntary 

2

----

termination of hisemployment due to job elimination or change-in-control, and without cause,payment and benefits received under such other arrangement or plan shall beapplied as an offset against payments and benefits he is entitled to receiveunder the Agreement.  Should theAgreement provide for more generous payments or benefits, the Executive shallbe paid the excess of such payment levels pursuant to the Agreement, after anoffset for payments and benefits under any other applicable Company plan orarrangement has been applied.  Theparties intend that Executive receive those payments to which he is entitledunder this Agreement, but not duplicate benefits which are provided under theAgreement and under another Company plan or arrangement.

5.                                       Butfor these changes, the Agreement shall remain in full force and effect.

6.                                       ThisAmendment No. 1 shall be effective as of the date executed by both parties.
|       | /s/ Paul F. Foley                     |                      |
|------------|---------------------------------------|---------------------------|
| ** ** | **Paul F.  Foley, Executive**         |
| ** ** | ** **                            |
| ** ** | **Date:**July  11, 2007               |
| ** ** | ** **                            |
| ** ** | ** **                            |
| ** ** | **MAIR  Holdings, Inc**               |
| ** ** | ** **                            |
|       | By:                                   | /s/ Raymond W.  Zehr, Jr. |   |
| ** ** | **Chair,  Compensation Committee of** |
| ** ** | **the  Board of Directors**           |
| ** ** | ** **                            |
| ** ** | **Date:**July  11, 2007               |
|            |                                       |                           |  |

 

3

----