KEY EXECUTIVE
EMPLOYMENT AND SEVERANCE AGREEMENT

 



        THIS
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT (this “Agreement”) is made and
entered into as of the ____ day of ________, ____, by and between Midwest Express
Holdings, Inc., a Wisconsin corporation (hereinafter referred to as the
“Company”), and ________________________ (hereinafter referred to as the
“Executive”). 



W I T N E S S E T H : 



        WHEREAS,
the Executive is employed by the Company and/or a subsidiary of the Company in a key
executive capacity, and the Executive’s services are valuable to the conduct of the
business of the Company; 



        WHEREAS,
the Board of Directors of the Company (the “Board”) recognizes that
circumstances may arise in which a change in control of the Company occurs, through
acquisition or otherwise, thereby causing uncertainty about the Executive’s future
employment with the Company and/or any such subsidiary without regard to the
Executive’s competence or past contributions, which uncertainty may result in the
loss of valuable services of the Executive to the detriment of the Company and its
shareholders, and the Company and the Executive wish to provide reasonable security to the
Executive against changes in the Executive’s relationship with the Company in the
event of any such change in control; 



        WHEREAS,
the Company and the Executive are desirous that any proposal for a change in control or
acquisition of the Company will be considered by the Executive objectively and with
reference only to the best interests of the Company and its shareholders; and 



        WHEREAS,
the Executive will be in a better position to consider the Company’s best interests
if the Executive is afforded reasonable security, as provided in this Agreement, against
altered conditions of employment that could result from any such change in control or
acquisition. 



AGREEMENT: 



        NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as follows: 










        1.     
Definitions.   The following terms are used in this Agreement as defined in Exhibit
A:  



		
	Act 

Accrued Benefits        

Affiliate and Associate 

Annual Cash Compensation

Cause                   

Change in Control       

Code                    

Competitive Activity
	Covered Termination

Effective Date

Employer

Good Reason

Normal Retirement Date

Notice of Termination

Person

Termination Date








        2.     Termination
or Cancellation Prior to the Effective Date. The Company and           the Executive
shall each retain the right to terminate the employment of the           Executive at any
time prior to the Effective Date. If the Executive’s           employment is
terminated prior to the Effective Date, then this Agreement shall           be terminated
and cancelled and of no further force or effect, and any and all           rights and
obligations of the parties hereunder shall cease. In addition, this           Agreement
shall terminate upon the Executive ceasing to be an officer of the           Company and
its Affiliates prior to a Change in Control unless the Executive can           reasonably
demonstrate that such change in status occurred under circumstances           described
in clause (iii)(B)(1) or (iii)(B)(2) of the definition of           “Effective Date” in
Exhibit A.  




        3.     Employment
Period. If the Executive is employed by the Employer on the           Effective Date,
then the Company will, or will cause the Employer to, continue           thereafter to
employ the Executive during the Employment Period (as hereinafter           defined), and
the Executive will remain in the employ of the Employer, in           accordance with and
subject to the terms and provisions of this Agreement. For           purposes of this
Agreement, the term “Employment Period” means a           period (i) commencing
on the Effective Date, and (ii) ending at 11:59 p.m.           Milwaukee Time on the
earlier of the third anniversary of such date or the           Executive’s Normal
Retirement Date.  




        4.     Duties.
During the Employment Period, the Executive shall, in the most           significant
capacities and positions held by the Executive at any time during           the 180-day
period preceding the Effective Date or in such other capacities and           positions
as may be agreed to by the Company and the Executive in writing,           devote the
Executive’s best efforts and all of the Executive’s           business time,
attention and skill to the business and affairs of the Employer,           as such
business and affairs now exist and as they may hereafter be conducted.  




        5.     Compensation.
During the Employment Period, the Executive shall be           compensated as follows:  




	 	        (a)     The
Executive shall receive, at reasonable intervals (but not less often than
          monthly) and in accordance with such standard policies as may be in effect
          immediately prior to the Effective Date, an annual base salary in cash
          equivalent of not less than twelve times the Executive’s highest monthly
          base salary for the twelve-month period immediately preceding the month in
which           the Effective Date occurs or, if higher, annual base salary at the rate
in           effect immediately prior to the Effective Date (which base salary shall,
unless           otherwise agreed in writing by the Executive, include the current
receipt by the           Executive of any amounts that, prior to the Effective Date, the
Executive had           elected to defer, whether such compensation is deferred under
Section 401(k) of           the Code or otherwise), subject to upward adjustment as
provided in Section           6 (such salary amount as adjusted upward from time
to time is hereafter           referred to as the “Annual Base Salary”).  













	 	        (b)     The
Executive shall receive fringe benefits at least equal in value to those
          provided for the Executive at any time during the 180-day period immediately
          preceding the Effective Date or, if more favorable to the Executive, those
          provided generally at any time after the Effective Date to any executives of
the           Company and its Affiliates of comparable status and position to the
Executive.           The Executive shall be reimbursed, at such intervals and in
accordance with such           standard policies that are most favorable to the Executive
that were in effect           at any time during the 180-day period immediately preceding
the Effective Date           or, if more favorable to the Executive, those provided
generally at any time           after the Effective Date to any executives of the Company
and its Affiliates of           comparable status and position to the Executive, for any
and all monies advanced           in connection with the Executive’s employment for
reasonable and necessary           expenses incurred by the Executive on behalf of the
Company, including travel           expenses.  







	 	        (c)     The
Executive and/or the Executive’s family, as the case may be, shall be
          included, to the extent eligible thereunder (which eligibility shall not be
          conditioned on the Executive’s salary grade or on any other requirement
          that excludes executives of the Company and its Affiliates of comparable status
          and position to the Executive unless such exclusion was in effect for such plan
          or an equivalent plan on the date 180 days prior to the Effective Date), in any
          and all welfare benefit plans, practices, policies and programs providing
          benefits for the Company’s salaried employees in general or, if more
          favorable to the Executive, to any executives of the Company and its Affiliates
          of comparable status and position to the Executive, including but not limited
to           group life insurance, hospitalization, medical and dental plans; provided,
that, (i) in no event shall the aggregate level of           benefits under such
plans, practices, policies and programs in which the           Executive is included be
less than the aggregate level of benefits under plans,           practices, policies and
programs of the type referred to in this Section           5(c) in which the
Executive was participating at any time during the 180-day           period immediately
preceding the Effective Date and (ii) in no event shall           the aggregate
level of benefits under such plans, practices, policies and           programs be less
than the aggregate level of benefits under plans, practices,           policies and
programs of the type referred to in this Section 5(c)          provided at
any time after the Effective Date to any executive of the Company           and its
Affiliates of comparable status and position to the Executive.  







	 	        (d)     The
Executive shall annually be entitled to not less than the amount of paid
          vacation and not fewer than the number of paid holidays to which the Executive
          was entitled annually at any time during the 180-day period immediately
          preceding the Effective Date or such greater amount of paid vacation and number
          of paid holidays as may be made available annually to the Executive or any
other           executive of the Company and its Affiliates of comparable status and
position to           the Executive at any time after the Effective Date.  















	 	        (e)     The
Executive shall be included in all plans providing additional benefits to           any
executives of the Company and its Affiliates of comparable status and           position
to the Executive, including but not limited to deferred compensation,
          split-dollar life insurance, retirement, supplemental retirement, stock option,
          stock appreciation, stock bonus and similar or comparable plans; provided,
that, (i) in no event shall the aggregate level of           benefits under
such plans be less than the aggregate level of benefits under           plans of the type
referred to in this Section 5(e) in which the Executive           was
participating at any time during the 180-day period immediately preceding           the
Effective Date; (ii) in no event shall the aggregate level of benefits
          under such plans be less than the aggregate level of benefits under plans of
the           type referred to in this Section 5(e) provided at any time
after the           Effective Date to the Executive or any executive of the Company and
its           Affiliates of comparable status and position to the Executive; and
          (iii) the Company’s obligation to include the Executive in bonus or
          incentive compensation plans shall be determined by Section 5(f).  







	 	        (f)     To
assure that the Executive will have an opportunity to earn incentive
          compensation after the Effective Date, the Executive shall be included in a
          bonus plan of the Company that shall satisfy the standards described below (the
          “Bonus Plan”). Bonuses under the Bonus Plan shall be payable with
          respect to achieving such financial or other goals reasonably related to the
          business of the Company, including the Employer, as the Company shall establish
          (the “Goals”), all of which Goals shall be attainable, prior to the
          end of the Employment Period, with approximately the same degree of probability
          as the goals under the Company’s Annual Incentive Plan, or the successor
to           such plan, in the form most favorable to the Executive that was in effect at
any           time during the 180-day period prior to the Effective Date (the “Existing
          Plan”) and in view of the Company’s existing and projected financial
          and business circumstances applicable at the time. The amount of the bonus (the
          “Bonus Amount”) that the Executive is eligible to earn under the
Bonus           Plan shall be no less than the amount of the Executive’s highest
maximum           potential award under the Existing Plan at any time during the 180-day
period           prior to the Effective Date or, if higher, any maximum potential award
under the           Bonus Plan or any other bonus or incentive compensation plan in
effect after the           Effective Date for the Executive or for any executive of the
Company and its           Affiliates of comparable status and position to the Executive
(such bonus amount           herein referred to as the “Targeted Bonus”), and
if the Goals are not           achieved (and, therefore, the entire Targeted Bonus is not
payable), then the           Bonus Plan shall provide for a payment of a Bonus Amount not
less than a portion           of the Targeted Bonus reasonably related to that portion of
the Goals that were           achieved. Payment of the Bonus Amount (i) shall be in cash,
unless otherwise           agreed by the Executive, and (ii) shall not be affected by any
circumstance           occurring subsequent to the end of the Employment Period,
including termination           of the Executive’s employment.  







        6.     Annual
Compensation Adjustments. During the Employment Period, the Board           (or an
appropriate committee thereof) will consider and appraise, at least           annually,
the contributions of the Executive to the Company, and in accordance           with the
Company’s practice prior to the Effective Date, due consideration           shall be
given, at least annually, to the upward adjustment of the           Executive’s
Annual Base Salary (i) commensurate with increases generally           given to other
executives of the Company and its Affiliates of comparable status           and position
to the Executive, and (ii) as the scope of the Company’s           operations or the
Executive’s duties expand.  












        7.     Termination
During Employment Period.  




	 	        (a)     Right
to Terminate. During the Employment Period, (i) the Company           shall be
entitled to terminate the Executive’s employment (A) for           Cause, (B) by
reason of the Executive’s disability pursuant to Section 11, or (C) for
any other reason, and (ii) the Executive           shall be entitled to terminate
the Executive’s employment for any reason.           Any such termination shall be
subject to the procedures set forth in Section           12 and shall be subject
to any consequences of such termination set forth in           this Agreement. Any
termination of the Executive’s employment during the           Employment Period by
the Employer shall be deemed a termination by the Company           for purposes of this
Agreement.  







	 	        (b)     Termination
for Cause or Without Good Reason. If there is a Covered           Termination for
Cause or due to the Executive’s voluntarily terminating the           Executive’s
employment other than for Good Reason, then the Executive shall           be entitled to
receive only Accrued Benefits.  







	 	        (c)     Termination
Giving Rise to a Termination Payment. If there is a Covered           Termination by
the Executive for Good Reason, or by the Company other than by           reason of (i)
death, (ii) disability pursuant to Section 11, or (iii)           Cause, then the
Executive shall be entitled to receive, and the Company shall           promptly pay,
Accrued Benefits and, in lieu of further base salary for periods           following the
Termination Date, as liquidated damages and additional severance           pay and in
consideration of the covenant of the Executive set forth in Section 13(a),
the Termination Payment pursuant to Section           8(a).  







        8.     Payments
Upon Termination.  




	 	        (a)     Termination
Payment.  







	 	        (i)     
Subject to the limits set forth in Section 8(a)(ii), for purposes of this
Agreement, the           “Termination Payment” shall be an amount equal to the
Annual Cash           Compensation multiplied by the number of years or fractional
portion thereof           remaining in the Employment Period determined as of the
Termination Date, except           that the Termination Payment shall not be less than
the amount of Annual Cash           Compensation. The Termination Payment shall be paid
to the Executive in cash           equivalent not later than ten business days after the
Termination Date. The           Executive shall not be required to mitigate the amount of
the Termination           Payment by securing other employment or otherwise, nor will
such Termination           Payment be reduced by reason of the Executive securing other
employment or for           any other reason. The Termination Payment shall be in
addition to any other           severance payments to which the Executive is entitled
under the Company’s           severance policies and practices in the form most
favorable to the Executive           that were in effect at any time during the 180-day
period prior to the Effective           Date.  















	 	        (ii)     Notwithstanding
any other provision of this Agreement, if any portion of the                Termination
Payment or any other payment under this Agreement, or under any                other
agreement with or plan of the Company or the Employer (in the aggregate
               “Total Payments”), would constitute an “excess parachute
               payment,” then the Total Payments to be made to the Executive shall
be                reduced such that the value of the aggregate Total Payments that the
Executive                is entitled to receive shall be One Dollar ($1) less than the
maximum amount                which the Executive may receive without becoming subject to
the tax imposed by                Section 4999 of the Code (or any successor provision)
or which the Company may                pay without loss of deduction under Section
280G(a) of the Code (or any                successor provision). For purposes of this
Agreement, the terms “excess                parachute payment” and “parachute
payments” shall have the                meanings assigned to them in Section 280G of
the Code (or any successor                provision), and such “parachute payments” shall
be valued as provided                therein. Present value for purposes of this
Agreement shall be calculated in                accordance with Section 1274(b)(2) of the
Code (or any successor provision).                Within sixty days following delivery of
the Notice of Termination or notice by                the Company to the Executive of its
belief that there is a payment or benefit                due the Executive that will
result in an excess parachute payment as defined in                Section 280G of the
Code (or any successor provision), the Executive and the                Company, at the
Company’s expense, shall obtain the opinion (which need not                be
unqualified) of nationally recognized tax counsel selected by the                Company’s
independent auditors and acceptable to the Executive in the                Executive’s
sole discretion, which opinion sets forth (A) the amount                of the Base
Period Income, (B) the amount and present value of Total                Payments and
(C) the amount and present value of any excess parachute                payments
without regard to the limitations of this Section 8(a)(ii). As                used
in this Section 8(a)(ii), the term “Base Period Income”               means
an amount equal to the Executive’s “annualized includible
               compensation for the base period” as defined in Section 280G(d)(1) of
the                Code (or any successor provision). For purposes of such opinion, the
value of                any noncash benefits or any deferred payment or benefit shall be
determined by                the Company’s independent auditors in accordance with
the principles of                Sections 280G(d)(3) and (4) of the Code (or any
successor provisions), which                determination shall be evidenced in a
certificate of such auditors addressed to                the Company and the Executive.
Such opinion shall be dated as of the Termination                Date and addressed to
the Company and the Executive and shall be binding upon                the Company and
the Executive. If such opinion determines that there would be an                excess
parachute payment, then the Termination Payment hereunder or any other
               payment determined by such counsel to be includible in Total Payments
shall be                reduced or eliminated as specified by the Executive in writing
delivered to the                Company within thirty days of the Executive’s
receipt of such opinion or,                if the Executive fails to so notify the
Company, then as the Company shall                reasonably determine, so that under the
bases of calculations set forth in such                opinion there will be no excess
parachute payment. If such legal counsel so                requests in connection with
the opinion required by this Section, the Executive                and the Company shall
obtain, at the Company’s expense, and the legal                counsel may rely on
in providing the opinion, the advice of a firm of recognized                executive
compensation consultants as to the reasonableness of any item of
               compensation to be received by the Executive. Notwithstanding the
foregoing, the                provisions of this Section 8(a)(ii), including the
calculations, notices                and opinions provided for herein, shall be based
upon the conclusive presumption                that the following are reasonable: (1) the
compensation and benefits                provided for in Section 5 and (2) any
other compensation, including but                not limited to the Accrued Benefits,
earned prior to the Termination Date by the                Executive pursuant to the
Company’s compensation programs if such payments                would have been made
in the future in any event, even though the timing of such                payment is
triggered by the Change in Control or the Termination Date. If the
               provisions of Sections 280G and 4999 of the Code (or any successor
               provisions) are repealed without succession, then this Section 8(a)(ii) shall
be of no further force or effect.  















	 	        (b)     Additional
Benefits. If there is a Covered Termination and the Executive           is entitled
to Accrued Benefits and the Termination Payment, then the Executive           shall be
entitled to the following additional benefits:  







	 	        (i)     The
Executive will be entitled to a cash lump sum payment equal to the present
          value of the future contributions that would have been made or credited on the
          Executive’s behalf to the Midwest Express Airlines, Inc. Retirement
Account           Plan and the Employer’s Supplemental Benefits Plan (or any
successors to           such plans) if the Executive had continued to work until the
December 31           following his attainment of age 65 at a salary rate equal to the
          Executive’s Annual Base Salary. The present value of each future
          contribution will be determined as if the contribution were made or credited to
          each plan as of December 31 of the year for which the payment or credit would
be           due, by applying the discount rate that would be used to determine present
value           under Internal Revenue Code section 417(e) (or any successor statute of
similar           import), using the rate of interest for the month of November in the
year           preceding the calendar year in which the lump sum payment is due. A future
          contribution that is actually due to be made or credited to the Executive’s
          account under either of the plans (but disregarding for this purpose any
          amendment to the Employer’s Supplemental Benefits Plan adopted after the
          Effective Date) is not intended to also be included in the lump sum
calculation.  







	 	        (ii)     Until
the earlier of the end of the Employment Period or such time as the           Executive
has obtained new employment and is covered by benefits that in the           aggregate
are at least equal in value to the following benefits, the Executive           shall
continue to be covered, at the expense of the Company, by the most           favorable
life insurance, hospitalization, medical and dental coverage and other           welfare
benefits provided to the Executive and the Executive’s family           during the
180-day period immediately preceding the Effective Date or at any           time
thereafter or, if more favorable to the Executive, coverage as was required
          hereunder with respect to the Executive immediately prior to the date Notice of
          Termination is given.  







	 	        (iii)     The
Executive shall receive, at the expense of the Company, outplacement           services,
on an individualized basis at a level of service commensurate with the           Executive’s
most senior status with the Company during the 180-day period           prior to the
Effective Date (or, if higher, at any time after the Effective           Date), provided
by a nationally recognized executive placement firm selected by           the Company
with the consent of the Executive, which consent will not be           unreasonably
withheld; provided that the cost to the Company of such services           shall not
exceed 15% of the Executive’s Annual Base Salary.  







        9.     Death.  




	 	        (a)     
Except as provided in Section 9(b), in the event of           a Covered
Termination due to the Executive’s death, the Executive’s           estate,
heirs and beneficiaries shall receive all the Executive’s Accrued           Benefits
through the Termination Date.  














	 	        (b)     If
the Executive dies after a Notice of Termination is given (i) by the
          Company or (ii) by the Executive for Good Reason, then the Executive’s
          estate, heirs and beneficiaries shall be entitled to the benefits described in
Section 9(a) and, subject to the provisions of this Agreement, to such
          Termination Payment to which the Executive would have been entitled had the
          Executive lived. In such event, the Termination Date shall be thirty days
          following the giving of the Notice of Termination, subject to extension
pursuant           to the definition of “Termination Date” in Exhibit A.  







        10.     Retirement.
If, during the Employment Period, the Executive and the           Company shall execute
an agreement providing for the early retirement of the           Executive from the
Company, or the Executive shall otherwise give notice that           the Executive is
voluntarily choosing to retire early from the Company, then the           Executive shall
receive Accrued Benefits through the Termination Date; provided, that if
the Executive’s employment is terminated by           the Executive for Good Reason
or by the Company other than by reason of death,           disability or Cause and the
Executive also, in connection with such termination,           elects voluntary early
retirement, then the Executive shall also be entitled to           receive a Termination
Payment pursuant to Section 8(a).  




        11.     Termination
for Disability. If, during the Employment Period, as a result           of the
Executive’s disability due to physical or mental illness or injury
          (regardless of whether such illness or injury is job-related), the Executive
          shall have been absent from the Executive’s duties hereunder on a
full-time           basis for a period of 182 days and, within thirty days after the
Company           notifies the Executive in writing that it intends to terminate the
          Executive’s employment (which notice shall not constitute the Notice of
          Termination contemplated below), the Executive shall not have returned to the
          performance of the Executive’s duties hereunder on a full-time basis, then
          the Company may terminate the Executive’s employment for purposes of this
          Agreement pursuant to a Notice of Termination. If the Executive’s
          employment is terminated on account of the Executive’s disability in
          accordance with this Section, then the Executive shall receive Accrued Benefits
          and shall remain eligible for all benefits provided by any long term disability
          programs of the Company in effect at the time the Company sends notice to the
          Executive of its intent to terminate pursuant to this Section.  




        12.     Termination
Notice and Procedure.  




	 	        (a)     
Any termination of the           Executive’s employment during the Employment Period
by the Company or the           Executive (other than a termination of the Executive’s
employment           referenced in the second sentence of the definition of “Effective
          Date” in Exhibit A) shall be communicated by written Notice of
          Termination to the Executive, if such Notice is given by the Company, and to
the           Company, if such Notice is given by the Executive, all in accordance with
the           following procedures and those set forth in Section 21:  








	 	        (i)     If
such termination is for disability, Cause or Good Reason, then the Notice of
          Termination shall indicate in reasonable detail the facts and circumstances
          alleged to provide a basis for such termination.  







	 	        (ii)     Any
Notice of Termination by the Company shall have been approved, prior to the
          giving thereof to the Executive, by a resolution duly adopted by a majority of
          the directors of the Company (or any successor corporation) then in office, a
          copy of which shall accompany the Notice.  














	 	        (iii)     If
the Notice is given by the Executive for Good Reason, then the Executive may
          cease performing the Executive’s duties hereunder on or after the date 15
          days after the delivery of Notice of Termination (unless the Notice of
          Termination is based upon clause (viii) of the definition of “Good
          Reason” in Exhibit  A, in which case the Executive may cease
          performing his duties at the time the Executive’s employment is
terminated)           and shall in any event cease employment on the Termination Date, if
any, arising           from the delivery of such Notice. If the Notice is given by the
Company, then           the Executive may cease performing the Executive’s duties
hereunder on the           date of receipt of the Notice of Termination, subject to the
Executive’s           rights hereunder.  







	 	        (iv)     The
recipient of any Notice of Termination shall personally deliver or mail in
          accordance with Section 21  written notice of any dispute relating to
          such Notice of Termination to the party giving such Notice within fifteen days
          after receipt thereof. After the expiration of such fifteen days, the contents
          of the Notice of Termination shall become final and not subject to dispute.  







	 	
Notwithstanding
the foregoing, (A) if the Executive terminates the Executive’s employment after
a Change in Control without complying with this Section 12, then the
Executive will be deemed to have voluntarily terminated the Executive’s employment
other than for Good Reason and deemed to have delivered a written Notice of Termination
to that effect to the Company as of the date of such termination and (B) if the
Company or the Employer terminates the Executive’s employment after a Change in
Control without complying with this Section 12, then the Company will be
deemed to have terminated the Executive’s employment other than by reason of death,
disability or Cause and the Company will be deemed to have delivered a written Notice of
Termination to that effect to the Executive as of the date of such termination. Under
circumstances described in clause (B) above, the Executive may, but shall not be
obligated to, also deliver a Notice of Termination based upon clause (viii) of the
definition of “Good Reason” in Exhibit A for the purpose of subjecting
such Notice to Section 12(a)(iv).  






	 	        (b)     If
a Change in Control occurs and the Executive’s employment with the
          Employer terminates (whether by the Company, the Executive or otherwise) within
          180 days prior to the Change in Control, then the Executive may assert that
such           termination is a Covered Termination by sending a written Notice of
Termination           to the Company at any time prior to the first anniversary of the
Change in           Control in accordance with the procedures set forth in this Section
12(b)          and those set forth in Section 21. If the Executive asserts
that the           Executive terminated the Executive’s employment for Good Reason
or that the           Company terminated the Executive’s employment other than for
disability or           Cause, then the Notice of Termination shall indicate in
reasonable detail the           facts and circumstances alleged to provide a basis for
such assertions. The           Company shall personally deliver or mail in accordance
with Section 21 written notice of any dispute relating to such Notice of
Termination to the           Executive within 15 days after receipt thereof. After the
expiration of such 15           days, the contents of the Notice of Termination shall
become final and not           subject to dispute.  















        13.     Further
Obligations of the Executive.  




	 	        (a)     Competition.
The Executive agrees that, in the event of any Covered           Termination where the
Executive is entitled to (and receives) Accrued Benefits           and the Termination
Payment, the Executive shall not, for a period of six months           after the
Termination Date, without the prior written approval of the Board,           engage in
any Competitive Activity.  







	 	        (b)     Confidentiality.
During the Executive’s employment by the Employer,           and for a period of 18
months after the Termination Date, the Executive shall           hold in confidence and
protect all confidential information known to or in the           possession of the
Executive, and the Executive shall not directly or indirectly           disclose or use
or copy or make lists of any confidential information or           proprietary data of
the Company (including that of the Employer), except to the           extent authorized
in writing by the Board or required by any court or           administrative agency,
other than to an employee of the Company or a person to           whom disclosure is
reasonably necessary or appropriate in connection with the           performance by the
Executive of duties as an executive of the Company or the           Employer. This
Section 13(b) shall not be construed to prohibit competition by           the Executive
for a longer time or in a broader territory than that specified in           Section
13(a). Confidential information shall not include any information known
          generally to the public or any information of a type not otherwise considered
          confidential by persons engaged in the same business or a business similar to
          that of the Company. All records, files, documents and materials, or copies
          thereof, relating to the business of the Company which the Executive shall
          prepare, or use, or come into contact with, shall be and remain the sole
          property of the Company and shall be promptly returned to the Company upon
          termination of employment with the Company.  







        14.     Payment
Obligations Absolute. The Company’s obligation during and           after the
Employment Period to pay the Executive the amounts and to make the           benefit and
other arrangements provided herein shall be absolute and           unconditional and
shall not be affected by any circumstances, including, without           limitation, any
setoff, counterclaim, recoupment, defense or other right that           the Company may
have against the Executive or anyone else. All amounts payable           by the Company
hereunder shall be paid without notice or demand. Each and every           payment made
hereunder by the Company shall be final, and the Company will not           seek to
recover all or any part of such payment from the Executive, or from           whomsoever
may be entitled thereto, for any reason whatsoever.  




        15.     Successors.  




	 	        (a)     
If the Company sells, assigns or transfers all or           substantially all of its
business and assets to any Person or if the Company           merges into or consolidates
or otherwise combines (where the Company does not           survive such combination)
with any Person (any such event, a “Sale of           Business”), then the
Company shall assign all of its right, title and           interest in this Agreement as
of the date of such event to such Person, and the           Company shall cause such
Person, by written agreement in form and substance           reasonably satisfactory to
the Executive, to expressly assume and agree to           perform from and after the date
of such assignment all of the terms, conditions           and provisions imposed by this
Agreement upon the Company. Failure of the           Company to obtain such agreement
prior to the effective date of such Sale of           Business shall be a breach of this
Agreement constituting “Good           Reason” hereunder, except that for
purposes of implementing the foregoing,           the date upon which such Sale of
Business becomes effective shall be deemed the           Termination Date. In case of
such assignment by the Company and of assumption           and agreement by such Person,
as used in this Agreement, “Company”          shall thereafter mean such Person
which executes and delivers the agreement           provided for in this Section 15 or
which otherwise becomes bound by all           the terms and provisions of this Agreement
by operation of law, and this           Agreement shall inure to the benefit of, and be
enforceable by, such Person. The           Executive shall, in the Executive’s
discretion, be entitled to proceed           against any or all of such Persons, any
Person which theretofore was such a           successor to the Company (as defined in the
first paragraph of this Agreement)           and the Company (as so defined) in any
action to enforce any rights of the           Executive hereunder. Except as provided in
this Subsection, this Agreement shall           not be assignable by the Company. This
Agreement shall not be terminated by the           voluntary or involuntary dissolution
of the Company.  















	 	        (b)     This
Agreement and all rights of the Executive shall inure to the benefit of and           be
enforceable by the Executive’s personal or legal representatives,
          executors, administrators, heirs and beneficiaries. All amounts payable to the
          Executive under Sections 7, 8, 9, 10 and 11 if the Executive had lived
          shall be paid, in the event of the Executive’s death, to the
          Executive’s estate, heirs and representatives; provided, however,
that the foregoing shall not be construed to modify any terms of           any benefit
plan of the Company, as such terms are in effect on the Effective           Date, that
expressly govern benefits under such plan in the event of the           Executive’s
death.  







        16.     Severability.
The provisions of this Agreement shall be regarded as           divisible, and if any of
said provisions or any part hereof are declared invalid           or unenforceable by a
court of competent jurisdiction, then the validity and           enforceability of the
remainder of such provisions or parts hereof and the           applicability thereof
shall not be affected thereby.  




        17.     Amendment.
This Agreement may not be amended or modified at any time           except by written
instrument executed by the Company and the Executive.  




        18.     Withholding.
The Company shall be entitled to withhold from amounts to be           paid to the
Executive hereunder any federal, state or local withholding or other           taxes or
charges which it is from time to time required to withhold; provided, that the
amount so withheld shall not exceed the minimum           amount required to be withheld
by law. The Company shall be entitled to rely on           an opinion of nationally
recognized tax counsel if any question as to the amount           or requirement of any
such withholding shall arise.  




        19.     Certain
Rules of Construction. No party shall be considered as being           responsible
for the drafting of this Agreement for the purpose of applying any           rule
construing ambiguities against the drafter or otherwise. No draft of this
          Agreement shall be taken into account in construing this Agreement. Any
          provision of this Agreement that requires an agreement in writing shall be
          deemed to require that the writing in question be signed by the Executive and
an           authorized representative of the Company.  




        20.     Governing
Law; Resolution of Disputes.  




	 	        (a)     
This Agreement and the           rights and obligations hereunder shall be governed by
and construed in           accordance with the internal laws of the State of Wisconsin
(excluding any           choice of law rules that may direct the application of the laws
of another           jurisdiction) except that Section 20(b) shall be
construed in           accordance with the Federal Arbitration Act if arbitration is
chosen by the           Executive as the method of dispute resolution.  















	 	        (b)     Any
dispute arising out of this Agreement shall, at the Executive’s           election,
be determined by arbitration under the rules of the American           Arbitration
Association then in effect (but subject to any evidentiary standards           set forth
in this Agreement), in which case both parties shall be bound by the
          arbitration award, or by litigation. Whether the dispute is to be settled by
          arbitration or litigation, the venue for the arbitration or litigation shall be
          Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is
          no longer residing or working in the Milwaukee, Wisconsin metropolitan area, in
          the judicial district encompassing the city in which the Executive resides; provided,
that, if the Executive is not then residing in the           United States, the
election of the Executive with respect to such venue shall be           either Milwaukee,
Wisconsin or in the judicial district encompassing that city           in the United
States among the thirty cities having the largest population (as           determined by
the most recent United States Census data available at the           Termination Date)
that is closest to the Executive’s residence. The parties           consent to
personal jurisdiction in each trial court in the selected venue           having subject
matter jurisdiction notwithstanding their residence or situs, and           each party
irrevocably consents to service of process in the manner provided           hereunder for
the giving of notices.  







        21.     Notice.
Notices given pursuant to this Agreement shall be in writing and,           except as
otherwise provided by Section 12(a)(iii), shall be deemed given           when
actually received by the Executive or actually received by the           Company’s
Secretary or any officer of the Company other than the Executive.           If mailed,
such notices shall be mailed by United States registered or certified           mail,
return receipt requested, addressee only, postage prepaid, if to the           Company,
to Midwest Express Holdings, Inc., Attention: Secretary (or, if the           Executive
is then Secretary, to the Chief Executive Officer), 6744 South Howell           Avenue,
Oak Creek, Wisconsin 53154-1402, or if to the Executive, at the address           set
forth below the Executive’s signature to this Agreement, or to such           other
address as the party to be notified shall have theretofore given to the           other
party in writing.  




        22.     Additional
Payment.  




	 	        (a)     
If, notwithstanding the provisions of Section 8(a)(ii), but subject to subsection
(b), it is ultimately           determined by a court or pursuant to a final
determination by the Internal           Revenue Service that any portion of Total
Payments is subject to the tax (the           “Excise Tax”) imposed by Section
4999 of the Code (or any successor           provision), then the Company shall pay to
the Executive an additional amount           (the “Gross-Up Payment”) such that
the net amount retained by the           Executive after deduction of any Excise Tax and
any interest charges or           penalties in respect of the imposition of such Excise
Tax (but not any federal,           state or local income tax) on the Total Payments, and
any federal, state and           local income tax and Excise Tax upon the payment
provided for by this Section           22 shall be equal to the Total Payments.
For purposes of determining the           amount of the Gross-Up Payment, the Executive
shall be deemed to pay federal           income taxes at the highest marginal rate of
federal income taxation in the           calendar year in which the Gross-Up Payment is
to be made and state and local           income taxes at the highest marginal rates of
taxation in the state and locality           of the Executive’s domicile for income
tax purposes on the date the           Gross-Up Payment is made, net of the maximum
reduction in federal income taxes           that could be obtained from deduction of such
state and local taxes.  















	 	        (b)     If
legislation is enacted that would require the Company’s shareholders to
          approve this Agreement, prior to a Change in Control, due solely to the
          provision contained in subsection (a) of this Section 22, then  







	 	        (i)     from
and after such time as shareholder approval would be required, until
          shareholder approval is obtained as required by such legislation, subsection
(a)           shall be of no force and effect;  







	 	        (ii)     if
the Company seeks shareholder approval of any other agreement providing           similar
benefits to any other executive of the Company, then the Company shall           seek
shareholder approval of this Agreement at the same shareholders meeting or
          meetings at which the shareholders consider any such other agreement; and  







	 	        (iii)     the
Company and the Executive shall use their best efforts to consider and agree           in
writing upon an amendment to this Section 22 such that, as amended,           this
Subsection would provide the Executive with the benefits intended to be
          afforded to the Executive by subsection (a) without requiring shareholder
          approval.  







        23.     No
Waiver. The Executive’s or the Company’s failure to insist           upon
strict compliance with any provision of this Agreement or the failure to           assert
any right the Executive or the Company may have hereunder, including,           without
limitation, the right of the Executive to terminate employment for Good           Reason,
shall not be deemed to be a waiver of such provision or right or any           other
provision or right of this Agreement.  




        24.     Headings.
The headings herein contained are for reference only and shall           not affect the
meaning or interpretation of any provision of this Agreement.  












        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.  




			
		MIDWEST EXPRESS HOLDINGS, INC.


		By:

	



		Its:

	



		Attest:

	



		Its:

	



		

EXECUTIVE


____________________________(SEAL)

[name]

[address]















Exhibit A  



CERTAIN DEFINED TERMS 



        For
purposes of this Agreement,  




        (a)       Act.
The term “Act” means the Securities Exchange Act of 1934,           as amended.  




        (b)       Accrued
Benefits. The term “Accrued Benefits” shall include the           following
amounts, payable as described herein: (i) all base salary for the           time
period ending with the Termination Date; (ii) reimbursement for any           and
all monies advanced in connection with the Executive’s employment for
          reasonable and necessary expenses incurred by the Executive on behalf of the
          Company for the time period ending with the Termination Date; (iii) any
and           all other cash earned through the Termination Date and deferred at the
election           of the Executive or pursuant to any deferred compensation plan then in
effect;           (iv) notwithstanding any provision of any bonus or incentive
compensation           plan applicable to the Executive, a lump sum amount, in cash,
equal to the sum           of (A) any bonus or incentive compensation that has been
allocated or           awarded to the Executive for a fiscal year or other measuring
period under the           plan that ends prior to the Termination Date but has not yet
been paid (pursuant           to Section 5(f) or otherwise) and (B) a pro
rata portion to the           Termination Date of the aggregate value of all contingent
bonus or incentive           compensation awards to the Executive for all uncompleted
periods under the plan           calculated as to each such award as if the Goals with
respect to such bonus or           incentive compensation award had been attained; and (v) all
other payments           and benefits to which the Executive (or in the event of the
Executive’s           death, the Executive’s surviving spouse or other
beneficiary) may be           entitled as compensatory fringe benefits or under the terms
of any benefit plan           of the Company, including severance payments under the
Company’s severance           policies and practices in the form most favorable to
the Executive that were in           effect at any time during the 180-day period prior
to the Effective Date.           Payment of Accrued Benefits shall be made promptly in
accordance with the           Company’s prevailing practice with respect to clauses
(i) and (ii) or, with           respect to clauses (iii), (iv) and (v), pursuant to the
terms of the benefit           plan or practice establishing such benefits.  




        (c)       Affiliate
and Associate. The terms “Affiliate” and           “Associate” shall
have the respective meanings ascribed to such terms           in Rule 12b-2 of the
General Rules and Regulations of the Act.  




        (d)       Annual
Cash Compensation. The term “Annual Cash Compensation”          shall mean
the sum of (A) the Executive’s Annual Base Salary, plus           (B) the
highest of (1) the highest annual bonus or incentive compensation           award earned
by the Executive under any cash bonus or incentive compensation           plan of the
Company or any of its Affiliates during the three complete fiscal           years of the
Company immediately preceding the Termination Date or, if more           favorable to the
Executive, during the three complete fiscal years of the           Company immediately
preceding the Effective Date; (2) the Executive’s           bonus or incentive
compensation Targeted Bonus for the fiscal year in which the           Termination Date
occurs; or (3) the highest average annual bonus and/or           incentive
compensation earned during the three complete fiscal years of the           Company
immediately preceding the Termination Date (or, if more favorable to the
          Executive, during the three complete fiscal years of the Company immediately
          preceding the Effective Date) under any cash bonus or incentive compensation
          plan of the Company or any of its Affiliates by the group of executives of the
          Company and its Affiliates participating under such plan during such fiscal
          years at a status or position comparable to that at which the Executive
          participated or would have participated pursuant to the Executive’s most
          senior position at any time during the 180 days preceding the Effective Date or
          thereafter until the Termination Date.  






A-1 











        (e)       Cause.
The Company may terminate the Executive’s employment after           the Effective
Date for “Cause” only if the conditions set forth in           paragraphs (i)
and (ii) have been met and the Company otherwise complies with           this Agreement:  




	 	        (i)       (A)
the Executive has committed any act of fraud, embezzlement or theft in
          connection with the Executive’s duties as an Executive or in the course of
          employment with the Company and/or its subsidiaries; (B) the Executive has
          willfully and continually failed to perform substantially the Executive’s
          duties with the Company or any of its Affiliates (other than any such failure
          resulting from incapacity due to physical or mental illness or injury,
          regardless of whether such illness or injury is job-related) for an appropriate
          period, which shall not be less than 30 days, after the Chief Executive Officer
          of the Company (or, if the Executive is then Chief Executive Officer, the
Board)           has delivered a written demand for performance to the Executive that
          specifically identifies the manner in which the Chief Executive Officer (or the
          Board, as the case may be) believes the Executive has not substantially
          performed the Executive’s duties; (C) the Executive has willfully engaged
          in illegal conduct or gross misconduct that is materially and demonstrably
          injurious to the Company; (D) the Executive has willfully and wrongfully
          disclosed any trade secret or other confidential information of the Company or
          any of its Affiliates; or (E) the Executive has engaged in any Competitive
          Activity; and in any such case the act or omission shall have been determined
by           the Board to have been materially harmful to the Company and its
subsidiaries           taken as a whole.  








	 	        For
purposes of this provision, (1) no act or failure to act on the part of the
Executive shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the Executive’s
action or omission was in the best interests of the Company and (2) any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted by the
Board or upon the instructions of the Chief Executive Officer or a senior officer of the
Company or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and in the
best interests of the Company.  








	 	        (ii)       (A)
The Company terminates the Executive’s employment by delivering a           Notice
of Termination to the Executive, (B) prior to the time the Company           has
terminated the Executive’s employment pursuant to a Notice of           Termination,
the Board, by the affirmative vote of not less than three-quarters           (3/4) of the
entire membership of the Board, has adopted a resolution finding           that the
Executive was guilty of conduct set forth in this definition of Cause,           and
specifying the particulars thereof in detail, at a meeting of the Board           called
and held for the purpose of considering such termination (after           reasonable
notice to the Executive and an opportunity for the Executive,           together with the
Executive’s counsel, to be heard before the Board) and           (C) the
Company delivers a copy of such resolution to the Executive with           the Notice of
Termination at the time the Executive’s employment is           terminated.  










A-2 











In the event of a dispute regarding
whether the Executive’s employment has been terminated for Cause, no claim by the
Company that the Company has terminated the Executive’s employment for Cause in
accordance with this Agreement shall be given effect unless the Company establishes by
clear and convincing evidence that the Company has complied with the requirements of this
Agreement to terminate the Executive’s employment for Cause.  



        (f)       Change
in Control. A “Change in Control” shall be deemed to           have
occurred if the event set forth in any one of the following paragraphs           shall
have occurred:  




	 	        (i)       any
Person (other than (A) the Company or any of its subsidiaries,           (B) a
trustee or other fiduciary holding securities under any employee           benefit plan
of the Company or any of its subsidiaries, (C) an underwriter           temporarily
holding securities pursuant to an offering of such securities or           (D) a
corporation owned, directly or indirectly, by the shareholders of the           Company
in substantially the same proportions as their ownership of stock in the
          Company (“Excluded Persons”)) is or becomes the “Beneficial
          Owner” (as such term is defined in Rule 13d-3 under the Act), directly or
          indirectly, of securities of the Company (not including in the securities
          beneficially owned by such Person any securities acquired directly from the
          Company or its Affiliates after January 1, 2003 pursuant to express
          authorization by the Board that refers to this exception) representing 25% or
          more of either the then outstanding shares of common stock of the Company or
the           combined voting power of the Company’s then outstanding voting
securities;           or  







	 	        (ii)       the
following individuals cease for any reason to constitute a majority of the
          number of directors then serving: individuals who, on January 1, 2003,
          constituted the Board and any new director (other than a director whose initial
          assumption of office is in connection with an actual or threatened solicitation
          for the purpose of opposing a solicitation by any other person relating to the
          election of directors of the Company, as such terms are used in Rule 14a-12 of
          Regulation 14A under the Act) whose appointment or election by the Board or
          nomination for election by the Company’s shareholders was approved by a
          vote of at least two-thirds (2/3) of the directors then still in office who
          either were directors on January 1, 2003 or whose appointment, election or
          nomination for election was previously so approved; or  







	 	        (iii)       the
shareholders of the Company approve a merger, consolidation or share           exchange
of the Company with any other corporation or approve the issuance of           voting
securities of the Company in connection with a merger, consolidation or           share
exchange of the Company (or any direct or indirect subsidiary of the           Company)
pursuant to applicable stock exchange requirements, other than (A) a           merger,
consolidation or share exchange that would result in the voting           securities of
the Company outstanding immediately prior to such merger,           consolidation or
share exchange continuing to represent (either by remaining           outstanding or by
being converted into voting securities of the surviving entity           or any parent
thereof) at least 50% of the combined voting power of the voting           securities of
the Company or such surviving entity or any parent thereof           outstanding
immediately after such merger, consolidation or share exchange, or           (B) a
merger, consolidation or share exchange effected to implement a
          recapitalization of the Company (or similar transaction) in which no Person
          (other than an Excluded Person) is or becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company (not including in the securities
          beneficially owned by such Person any securities acquired directly from the
          Company or its Affiliates after January 1, 2003 pursuant to express
          authorization by the Board that refers to this exception) representing 25% or
          more of either the then outstanding shares of common stock of the Company or
the           combined voting power of the Company’s then outstanding voting
securities;           or  










A-3 










	 	        (iv)       the
shareholders of the Company approve a plan of complete liquidation or
          dissolution of the Company or an agreement for the sale or disposition by the
          Company of all or substantially all of the Company’s assets (in one
          transaction or a series of related transactions within any period of 24
          consecutive months), other than a sale or disposition by the Company of all or
          substantially all of the Company’s assets to an entity at least 75% of the
          combined voting power of the voting securities of which are owned by Persons in
          substantially the same proportions as their ownership of the Company
immediately           prior to such sale.  







        Notwithstanding
 the foregoing, no “Change in Control” shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions immediately
following which the record holders of the common stock of the Company immediately prior
to such transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity that owns all or substantially all of the assets of
the Company immediately following such transaction or series of transactions.  






        (g)       Code.
The term “Code” means the Internal Revenue Code of 1986,           including
any amendments thereto or successor tax codes thereof.  




        (h)       Competitive
Activity. The Executive shall engage in a “Competitive           Activity” if
the Executive participates in the management of, is employed           by or owns any
interest in any business that, as of the Effective Date, is           engaged directly or
indirectly in the Geographic Area (as defined below) in the           business of owning,
acquiring, establishing, operating and maintaining an           airline or any other
business in which the Company or any of its subsidiaries is           engaged as of the
Effective Date. However, “Competitive Activity”          shall not include any
business if neither the Company nor any of its           subsidiaries is engaged in such
business as of the Termination Date and the           Board has approved the exit of the
Company and/or its subsidiaries from such           business. Further, the ownership of
minority and noncontrolling shares of any           corporation whose shares are listed
on a recognized stock exchange or traded in           an over-the-counter market, even
though such corporation may be a competitor of           the Company or any subsidiary,
shall not be deemed as constituting an interest           in such competitor. “Geographic
Area” shall mean any geographic area           or market where the Company or any of
its subsidiaries is conducting any           business, has conducted any business during
the 18 months preceding the           Effective Date, or has made plans during the 18
months preceding the Effective           Date, in which the Executive participated, to
conduct any business unless the           Company abandoned such plans prior to the
Effective Date.  







A-4 










        (i)       Covered
Termination. The term “Covered Termination” means any           termination
of the Executive’s employment during the Employment Period           where the
Termination Date or the date Notice of Termination is delivered is any           date on
or prior to the end of the Employment Period.  




        (j)       Effective
Date. The term “Effective Date” shall mean the first           date on
which a Change in Control occurs. Anything in this Agreement to the           contrary
notwithstanding, if (i) a Change in Control occurs, (ii) the           Executive’s
employment with the Employer terminates (whether by the           Company, the Executive
or otherwise) within 180 days prior to the Change in           Control and (iii) it is
reasonably demonstrated by the Executive that (A) any           such termination of
employment by the Employer (1) was at the request of a third           party who has
taken steps reasonably calculated to effect a Change in Control or           (2)
otherwise arose in connection with or in anticipation of a Change in           Control,
or (B) any such termination of employment by the Executive took place
          subsequent to the occurrence of an event described in clause (ii), (iii), (iv)
          or (v) of the definition of “Good Reason” which event           (1) occurred
at the request of a third party who has taken steps reasonably           calculated to
effect a Change in Control or (2) otherwise arose in           connection with or in
anticipation of a Change in Control, then for all purposes           of this Agreement
the term “Effective Date” shall mean the day           immediately prior to the
date of such termination of employment.  




        (k)       Employer.
The term “Employer” means the Company and/or any           subsidiary of the
Company that employed the Executive immediately prior to the           Effective Date.  




        (l)       Good
Reason. The Executive shall have a “Good Reason” for           termination
of employment on or after the Effective Date if any of the following           events has
occurred:  




	 	        (i)       any
breach of this Agreement by the Company, including specifically any breach           by
the Company of its agreements contained in Section 4, Section 5          or
Section 6, other than an isolated, insubstantial and inadvertent           failure
not occurring in bad faith that the Company remedies promptly after           receipt of
notice thereof given by the Executive;  







	 	        (ii)       any
reduction in the Executive’s base salary, percentage of base salary
          available as incentive compensation or bonus opportunity or benefits, in each
          case relative to those most favorable to the Executive in effect at any time
          during the 180-day period prior to the Effective Date or, to the extent more
          favorable to the Executive, those in effect after the Effective Date;  







	 	        (iii)       a
material adverse change, without the Executive’s prior written consent,           in
the Executive’s working conditions or status with the Company or the
          Employer from such working conditions or status in effect during the 180-day
          period prior to the Effective Date or, to the extent more favorable to the
          Executive, those in effect after the Effective Date, including but not limited
          to (A) a material change in the nature or scope of the Executive’s titles,
          authority, powers, functions, duties, reporting requirements or
          responsibilities, or (B) a material reduction in the level of support services,
          staff, secretarial and other assistance, office space and accoutrements, but
          excluding for this purpose an isolated, insubstantial and inadvertent event not
          occurring in bad faith that the Company remedies promptly after receipt of
          notice thereof given by the Executive;  










A-5 










	 	        (iv)       the
relocation of the Executive’s principal place of employment to a           location
more than 35 miles from the Executive’s principal place of           employment on
the date 180 days prior to the Effective Date;  







	 	        (v)       the
Employer requires the Executive to travel on Employer business to a           materially
greater extent than was required during the 180-day period prior to           the
Effective Date;  







	 	        (vi)       failure
by the Company to obtain the agreement referred to in Section           15(a) as
provided therein;  







	 	        (vii)       the
Executive has continued the Executive’s employment through the first
          anniversary of the Change in Control; provided, however, that the Executive may
          exercise the Executive’s rights to terminate the Executive’s
          employment under this clause (vii) only if the Executive delivers the Notice of
          Termination during the 30 days following such first anniversary; or  







	 	        (viii)       the
Company or the Employer terminates the Executive’s employment after a
          Change in Control without delivering a Notice of Termination in accordance with
Section 12;  







provided that (A) any such event
occurs following the Effective Date or (B) in the case of any event described in clauses
(ii), (iii), (iv) or (v) above, such event occurs on or prior to the Effective Date under
circumstances described in clause (iii)(B)(1) or (iii)(B)(2) of the definition of
“Effective Date.” As to events occurring prior to the first date on which a
Change in Control occurs and thereafter so long as the event described in clause (ii) of
the definition of “Change in Control” has not occurred, the Compensation
Committee of the Board shall have the right to determine whether any event described in
clause (iii) above has occurred; in all other cases, the Executive shall have the right
to determine in good faith whether any event described above has occurred. In the event
of a dispute regarding whether the Executive terminated the Executive’s employment
for “Good Reason” in accordance with this Agreement, no claim by the Company
that such termination does not constitute a Covered Termination shall be given effect
unless the Company establishes by clear and convincing evidence that such termination
does not constitute a Covered Termination. Any election by the Executive to terminate the
Executive’s employment for Good Reason shall not be deemed a voluntary termination
of employment by the Executive for purposes of any other employee benefit or other plan.  






A-6 










        (m)           Normal
Retirement Date. The term “Normal Retirement Date” means           the date
the Executive reaches age 65.  




        (n)           Notice
of Termination. The term “Notice of Termination” means a           written
notice as contemplated by Section 12.  




        (o)           Person.
The term “Person” shall have the meaning given in           Section 3(a)(9) of
the Act, as modified and used in Sections 13(d) and 14(d)           thereof.  




        (p)           Termination
Date. Except as otherwise provided in Section 9(b) and Section 15(a),
the term “Termination Date” means (i) if the           Executive’s
employment is terminated by the Executive’s death, the           date of death; (ii)
if the Executive’s employment is terminated by reason           of voluntary early
retirement, as agreed in writing by the Company and the           Executive, the date of
such early retirement that is set forth in such written           agreement; (iii) if the
Executive’s employment is terminated for purposes           of this Agreement by
reason of disability pursuant to Section 11, thirty           days after the
Notice of Termination is given; (iv) if the Executive’s           employment is
terminated by the Executive voluntarily (other than for Good           Reason), the date
the Notice of Termination is given; and (v) if the           Executive’s employment
is terminated by the Company (other than by reason           of disability pursuant to Section
11) or by the Executive for Good           Reason, thirty days after the Notice of
Termination is given. Notwithstanding           the foregoing,  




	 	        (A)      If
the Executive shall in good faith give a Notice of Termination for Good           Reason
and the Company notifies the Executive that a dispute exists concerning           the
termination within the fifteen day period following receipt thereof, then           the
Executive may elect to continue the Executive’s employment during such
          dispute and the Termination Date shall be determined under this paragraph. If
          the Executive so elects and it is thereafter determined that the Executive
          terminated the Executive’s employment for Good Reason in accordance with
          this Agreement, then the Termination Date shall be the earlier of (1) the
          date on which the dispute is finally determined, either (x) by mutual written
          agreement of the parties or (y) in accordance with Section 20 or
          (2) the date of the Executive’s death. If the Executive so elects and
          it is thereafter determined that the Executive did not terminate the
          Executive’s employment for Good Reason in accordance with this Agreement,
          then the employment of the Executive hereunder shall continue after such
          determination as if the Executive had not delivered the Notice of Termination
          asserting Good Reason and there shall be no Termination Date arising out of
such           Notice. In either case, this Agreement continues, until the Termination
Date, if           any, as if the Executive had not delivered the Notice of Termination
except           that, if it is finally determined that the Executive terminated the
          Executive’s employment for Good Reason in accordance with this Agreement,
          then the Executive shall in no case be denied the benefits described in Section
8 (including a Termination Payment) based on events occurring           after the
Executive delivered the Executive’s Notice of Termination.  







	 	        (B)      If
an opinion is required to be delivered pursuant to Section 8(a)(ii)          and
such opinion shall not have been delivered, then the Termination Date shall           be
the date on which such opinion is delivered.  










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	 	        (C)      Except
as provided in paragraph (A) above, if the party receiving the Notice of
          Termination notifies the other party that a dispute exists concerning the
          termination within the fifteen day period following receipt thereof and it is
          finally determined that termination of the Executive’s employment for the
          reason asserted in such Notice of Termination was not in accordance with this
          Agreement, then (1) if such Notice was delivered by the Executive, then the
          Executive will be deemed to have voluntarily terminated the Executive’s
          employment other than for Good Reason by means of such Notice and (2) if
          delivered by the Company, then the Company will be deemed to have terminated
the           Executive’s employment other than by reason of death, disability or
Cause           by means of such Notice.  








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