MIDWEST EXPRESS HOLDINGS, INC.
                              ANNUAL INCENTIVE PLAN
                         (as amended December 13, 1995)

   1.   PURPOSE

        The purpose of this Annual Incentive Plan (the "Plan") of Midwest
   Express Holdings, Inc. (the "Company") is to further unite the interests
   of the stockholders of the Company and its key executives through:

        (a) the annual establishment of Company objectives which are deemed
   by the Company's Board to be in the best short- and long-range interests
   of the Company, and

        (b) the annual payment of Incentive Awards to each Participant in the
   form of an award of cash and/or stock, provided his or her performance has
   meaningfully contributed to the attainment of the Company's objectives.

   2.   EFFECTIVE DATE

        The Plan is adopted effective as of the Closing Date.

   3.   DEFINITIONS

        "Affiliate" means any company in which the Company directly or
   indirectly owns 20% or more of the equity interest (collectively, the
   "Affiliates").

        "Award Percentage" means the percentage of the Target Award payable
   for each Performance Level.  The Award Percentage for each Performance
   Level is established as follows:  Some Progress Towards Objective: 33%;
   Significant Progress Towards Objective: 67%; Achieved Objective: 100%; and
   Significantly Exceeded Objective: 133%.

        "Board" means the Board of Directors of the Company.

        "CEO" means the Chief Executive Officer of the Company.

        "Closing Date" means the closing date of the sale by Kimberly-Clark
   Corporation and K-C Nevada, Inc., a Delaware corporation, of a majority of
   the stock of the Company, which will own all of the stock of Midwest
   Express Airlines, Inc. immediately prior to such sale, to underwriters in
   an initial public offering.

        "Committee" means the Compensation Committee of the Board.

        "Control Measures" shall have the meaning set forth in section 8 of
   this Plan.

        "Incentive Award" means an award to a Participant payable based upon
   the achievement of preestablished Objectives in cash and/or stock.

        "Measurement Period" means the fiscal year of the Company.


        "Objective Areas" means the general areas for which Objectives may be
   established and shall include the Company objective area, Unit objective
   area and Individual objective area.

        "Objective(s)" shall have the meaning set forth in section 6 of this
   Plan.

        "Participant" shall have the meaning set forth in section 5 of this
   Plan.

        "Percentage Weighting" shall have the meaning set forth in section 8
   of this Plan.

        "Performance Levels" shall have the meaning set forth in section 6 of
   this Plan.

        "Target Award" shall mean the amount determined by multiplying the
   market value applicable to a Participant's position for the Measurement
   Period by the Target Award Percentage.

        "Target Award Percentage" means a percentage designated by the
   Committee in its sole discretion at the beginning of the Measurement
   Period, which percentage need not be the same for each Participant.

   4.   ADMINISTRATION

        The Plan shall be administered by the Committee, which in its
   absolute discretion shall have the power to interpret and construe the
   Plan, and to resolve all questions arising hereunder.  Any action by the
   Committee shall be final and conclusive as to all individuals affected
   thereby.

        The Committee may delegate to any officer or employee such
   ministerial or administrative duties relating to the Plan as deemed
   appropriate by the Committee.  No member of the Committee or the CEO shall
   be liable for any act done or omitted to be done by such person or by any
   other person in connection with the Plan, except for such person's own
   willful misconduct or as expressly provided by statute.

   5.   ELIGIBILITY

        The Committee shall, in its sole discretion, determine for each
   Measurement Period those officers and employees of the Company who shall
   be eligible to participate in the Plan (the "Participants") for such
   Measurement Period based upon such Participants' opportunity to have a
   substantial impact on the Company's operating results.  Nothing contained
   in the Plan shall be construed as or be evidence of any contract of
   employment with any Participant for a term of any length, or as a
   limitation on the right of the Company to discharge any Participant with
   or without cause.

   6.   OBJECTIVE AREAS AND PERFORMANCE LEVELS

        Prior to the beginning of each Measurement Period, or as soon
   thereafter as reasonably practicable, performance objectives (the
   "Objective(s)") shall be established for each Participant in one or more
   Objective Areas.

        The Board shall establish the Objective(s) and any Control Measures
   in the Company Objective Area.  The CEO, or the Committee in the case of
   officers of the Company, based on recommendations of the CEO, shall
   establish the Objective(s) and any Control Measures for all other
   Objective Areas, unless otherwise determined by the Committee.

        For each Objective there may be established performance levels
   ("Performance Levels") which shall consist of successively better
   standards or ranges taking into consideration actual progress in the
   Measurement Period in accomplishing the Objective(s).  These Performance
   Levels shall be defined as "No Progress Towards Objective", "Some Progress
   Towards Objective", "Significant Progress Towards Objective", "Achieved
   Objective" and "Significantly Exceeded Objective."  Performance below the
   "Some Progress Towards Objective" level shall not result in the payment of
   an award.

        From time to time, it may be desirable to establish Objective(s) in
   such a manner that specific Performance Levels cannot be defined.  In such
   cases, the specific Performance Levels will be determined pursuant to
   section 9 of this Plan.

        The Objective(s) in the Individual Objective Area for a Participant
   may be defined to include specific target areas on which such Participant
   should focus during the year.

        The original definition of any and all Objectives, Objective Areas,
   Performance Levels, Percentage Weightings and Control Measures shall not
   be changed during the Measurement Period, except by the approval of the
   person(s) who originally approved the same.  When changes in the Company's
   accounting or internal reporting policies have the effect of making the
   financial results between two periods not fairly comparable for the
   purpose of properly measuring performance where Objectives are stated in
   financial terms, such results may be adjusted in such manner as shall be
   deemed fair and appropriate by the person(s) who originally approved the
   Objective.

   7.   OBJECTIVE AREA WEIGHTINGS

        Coincident with the establishment of Objective Areas, Objectives and
   Performance Levels, the CEO, or the Committee in the case of employees who
   are officers of the Company, shall establish a percentage weighting
   ("Percentage Weighting") applicable to each Objective Area, or, where
   applicable, to each Objective within an Objective Area.  The total of all
   Percentage Weightings in all Objective Areas for each Participant shall be
   100 percent.  The Percentage Weighting which is applied to any Objective
   or Objective Area must be a multiple of 5 percent and not less than 10
   percent.

   8.   CONTROL MEASURES

        At the time the Objectives are established, there may also be
   established certain conditions known as control measures ("Control
   Measures") which are either personal as to one individual, or general as
   to a group of individuals.  Failure to fulfill a Control Measure may
   partially or totally deprive the individual to whom the Control Measure
   applies of the right to receive an award, notwithstanding the level of
   performance attained on any or all Objectives, or in any or all Objective
   Areas.

   9.   ASCERTAINMENT OF PERFORMANCE LEVELS

        The Performance Level actually attained with respect to any Objective
   or Control Measure stated in financial terms, and the payment with respect
   thereto, shall be determined, upon the completion of audited results of
   the Company and its subsidiaries, by the person(s) who originally approved
   or defined such Objective or Control Measure.

        When specific Performance Levels have not been defined in the Company
   Objective Area under Section 6 of this Plan, the Board will determine the
   Performance Level attained following the end of the Measurement Period.

        The Performance Level attained with respect to any other Objective
   Area or Control Measure shall be determined and approved by the person(s)
   who originally approved or defined such Objective or Control Measure
   following the end of the Measurement Period.

        Notwithstanding the above, the Committee may, in its sole discretion,
   authorize that such determination of the Performance Levels attained be
   made prior to the end of the Measurement Period, and that the payment of
   awards be made pursuant to section 12 of this Plan.

   10.  AMOUNT OF INCENTIVE AWARD

        The amount of Incentive Award a Participant is eligible to receive
   depends upon:

        (a) the Percentage Weighting applicable to that Objective or
   Objective Area,

        (b) the Award Percentage which applies as a consequence of the
   Performance Level attained in that area.

        (c) the Target Award established for the Participant.

        Performance in each Objective or Objective Area shall be valued by
   multiplying (a) times (b) times (c).

        Except as otherwise hereinafter provided, the total Incentive Award a
   Participant is eligible to receive is the sum of the values attributable
   to performance actually attained for each Objective or Objective Area, as
   determined by the preceding paragraphs.

   11.  ADJUSTMENT OF INCENTIVE AWARD

        Except as otherwise determined by the Committee, in its sole and
   absolute discretion, the amount of any Incentive Award may be adjusted by
   the CEO or the Committee in the case of employees who are officers of the
   Company, in their sole discretion, to more accurately reflect an
   individual Participant's performance during the Measurement Period.

        The amount of the Incentive Award, in the event of transfers to, from
   or between eligible positions, may be reviewed, and may be adjusted or
   prorated, on such basis as shall be determined fair and appropriate by the
   CEO or the Committee in the case of employees who are officers of the
   Company.

        Termination of employment for any reason other than death,
   retirement, or total and permanent disability during the Measurement
   Period shall result in a forfeiture of any Incentive Award attributable to
   performance during the Measurement Period in which termination occurred. 
   A Participant's death, retirement or total and permanent disability during
   the Measurement Period may result in the pro rata or other adjustment to
   the amount of the Incentive Award on such basis as shall be determined
   fair and appropriate by the CEO or the Committee in the case of employees
   who are officers of the Company.

        Notwithstanding any provision of this Plan, no Incentive Award shall
   be paid to any Participant who, in any Measurement Period, has discharged
   the principal accountabilities of his or her position in an unsatisfactory
   manner.

   12.  PAYMENT OF INCENTIVE AWARDS

        Incentive Awards shall be paid in one lump sum in the first quarter
   following the Measurement Period for which the Objectives were
   established.  An Incentive Award shall be paid in cash or, in the
   discretion of the Committee exercised at any time prior to payment of the
   Incentive Award, in whole or in part by delivering shares of common stock
   of the Company having a Fair Market Value (as hereinafter defined),
   determined as of the last business day of the Measurement Period for which
   Objectives were established, equal to the amount of the Incentive Award to
   be paid in shares of such common stock.  In the discretion of the
   Committee, the form of payment may vary from Participant to Participant. 
   "Fair Market Value" means the mean between the high and low sales price of
   such common stock, on the relevant date as reported on the composite list
   used by the Wall Street Journal for reporting stock prices, or if no such
   sale shall have been made on that day, on the last preceding day on which
   there was such a sale, or if no such prior sale information is available
   then as determined by the Committee.  Notwithstanding the above, the
   Committee may make payments at such earlier times as it may, in its sole
   discretion, determine, and the Committee, or the CEO, in their sole
   discretion, will make such determinations as to performance, and establish
   procedures (including repayment of any overpayment which is determined
   after the completion of the final audit), implementing such early payment. 
   The Company shall have the right to deduct from the payment any taxes
   required by law to be withheld thereon.  The Committee may at its
   discretion establish rules and procedures providing for a Participant to
   elect to defer payment of his/her Incentive Award to a future date or
   dates.

   13.  MISCELLANEOUS PROVISIONS

        (a)  Except as provided in this Plan, no right of any Participant
   shall be subject in any manner to anticipation, alienation, sale,
   transfer, assignment, pledge, encumbrance, charge, attachment,
   garnishment, execution, levy, bankruptcy, or any other disposition of any
   kind, whether voluntary or involuntary, prior to actual payment of an
   Incentive Award.  No Participant or any other person shall have any
   interest in any fund, or in any specific asset or assets of the Company,
   by reason of an Incentive Award that has been made but has not been paid
   or distributed.

        (b)  The Board may, at any time, amend this Plan, order the temporary
   suspension of its application, or terminate it in its entirety, provided,
   however, that no such action shall adversely affect the rights or
   interests of Participants theretofore vested hereunder.

        (c)  The terms of the Plan shall be governed, construed,
   administered, and regulated by the laws of the state of Wisconsin and
   applicable federal law.  In the event that any provision of the Plan shall
   be determined to be illegal or invalid for any reason, the other
   provisions shall continue in full force and effect as if such illegal
   provision had never been included herein.

        (d)  The total number of shares of common stock of the Company
   subject to issuance under the Plan may not exceed 75,000, subject to
   adjustment as provided below.  The shares of common stock of the Company
   to be delivered under the Plan may consist, in whole or in part, of
   authorized but unissued stock or treasury stock, not reserved for any
   other purpose.  In the event of any change in the shares of the Company's
   common stock by reason of a declaration of a stock dividend (other than a
   stock dividend declared in lieu of an ordinary cash dividend), spin-off,
   merger, consolidation, recapitalization, or split-up, combination or
   exchange of shares, or otherwise, the aggregate number of shares available
   under this Plan shall be appropriately adjusted by the Committee, using
   the same standards and/or formulas as it uses in making adjustments under
   the Midwest Express Holdings, Inc. 1995 Stock Option Plan.