This Amendment (the "Amendment") to the Amended & Restated Employment Agreement (the "Agreement") is entered into and made as of September 30, 2002, between REPUBLIC AIRWAYS HOLDINGS INC. (the "Company") and BRYAN K. BEDFORD (the "Executive"). R E C I...

                                                            Exhibit 10.33(c)


                             AMENDMENT TO AMENDED &
                          RESTATED EMPLOYMENT AGREEMENT

      This Amendment (the "Amendment") to the Amended & Restated Employment
Agreement (the "Agreement") is entered into and made as of September 30, 2002,
between REPUBLIC AIRWAYS HOLDINGS INC. (the "Company") and XXXXX X. XXXXXXX (the
"Executive").
                                 R E C I T A L S

      WHEREAS, the Company and the Executive are parties to the Agreement;
and

      WHEREAS, the effectiveness of the Agreement was conditioned on and subject
to the successful completion of an initial public offering by the Company of
shares of its common stock on or before September 30, 2002 (the "IPO
Condition"); and

      WHEREAS, the Company and the Executive desire to amend the Agreement
to extend the deadline for satisfaction of the IPO Condition;

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth, and intending to be legally bound, the parties hereto
agree as follows:

      1.    The Agreement shall be amended by deleting Section 2 thereof
and replacing it with the following:

"2.   INITIAL PUBLIC OFFERING. The effectiveness of this Amended and Restated
Employment Agreement is expressly conditioned upon and subject to the
successful completion on or before March 31, 2003, of an initial public
offering by the Company of shares of its common stock (an "IPO"). The
Effective Date of this Amended & Restated Employment Agreement shall be the
effective date of the IPO, or if the Company waives such requirement, the date
of such waiver. In the event the Effective Date has not occurred as of March
31, 2003, this Amended and Restated Employment Agreement shall be null and
void and shall have no force or effect and the Prior Agreement shall continue
according to its terms."

      2.    Except as specifically amended hereby, the Agreement remains
unchanged in all other respects.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.


REPUBLIC AIRWAYS HOLDINGS INC.                  XXXXX X. XXXXXXX



By: /s/ Xxxxxx Xxxxx                            /s/ Xxxxx X. Xxxxxxx
    Name: Xxxxxx Xxxxx
    Title: