MIDWEST EXPRESS HOLDINGS, INC.
                                 1995 STOCK PLAN
                              FOR OUTSIDE DIRECTORS
                     (as amended through September 18, 1996)


   1.   Establishment.  MIDWEST EXPRESS HOLDINGS, INC. (the "Company") hereby
        establishes a plan for the members of its Board of Directors who are
        not officers or employees of (i) the Company, (ii) any of its
        subsidiaries or (iii) any 10% or greater stockholder of the Company
        ("Outside Directors"), as described herein, which shall be known as
        the MIDWEST EXPRESS HOLDINGS, INC. 1995 STOCK PLAN FOR OUTSIDE
        DIRECTORS (the "Plan").

   2.   Purpose.  The purpose of the Plan is to advance the Company's growth
        and success, and to advance its interests by attracting and retaining
        well-qualified Outside Directors upon whose judgment the Company is
        largely dependent for the successful conduct of its operations and by
        providing such individuals with incentives to put forth maximum
        efforts for the long-term success of the Company's business. 

   3.   Effective Date of the Plan.  The effective date of the Plan (the
        "Effective Date") is the date of its approval by the stockholders of
        the Company. 

   4.   Stock Subject to the Plan.  Subject to adjustment in accordance with
        the provisions of paragraph 10, the total number of shares of common
        stock of the Company ("Common Stock"), available for awards during
        the term of this Plan shall be 25,000 shares.  Shares of Common Stock
        to be delivered under the Plan shall be made available from presently
        authorized but unissued Common Stock or authorized and issued shares
        of Common Stock reacquired and held as treasury shares, or a
        combination thereof.  In no event shall the Company be required to
        issue fractional shares of Common Stock under the Plan.  Whenever
        under the terms of the Plan a fractional share of Common Stock would
        otherwise be required to be issued, there shall be paid in lieu
        thereof one full share of Common Stock.

   5.   Administration.

        (a)  The Plan shall be administered by the Board Affairs and
             Nominating Committee (the "Committee") of the Board of Directors
             consisting of not less than three members of the Board of
             Directors appointed from time to time by the Board of Directors.

        (b)  Subject to the express provisions of the Plan, the Committee
             shall have authority to interpret the Plan, to the extent
             provided by law. 

        (c)  Neither the Committee nor any member thereof shall be liable for
             any act, omission, interpretation, construction or determination
             made in connection with the Plan in good faith, and the members
             of the Committee shall be entitled to indemnification and
             reimbursement by the Company in respect of any claim, loss,
             damage or expense (including attorneys' fees) arising therefrom
             to the full extent permitted by law and under any directors' and
             officers' liability insurance that may be in effect from time to
             time.

        (d)  A majority of the Committee shall constitute a quorum, and the
             acts of a majority of the members present at any meeting at
             which a quorum is present, or acts approved in writing by a
             majority of the Committee without a meeting, shall be the acts
             of the Committee. 

   6.   Automatic Grants of Common Stock.  Each Outside Director shall be
        granted Common Stock as follows: 

        (a)  Annual Meeting.  Subject to paragraph 8, on the date of the
             Company's first annual meeting of stockholders, and thereafter
             on the date of each succeeding annual meeting of the
             stockholders of the Company ("Grant Date"), an Outside Director,
             if re-elected or retained as an Outside Director at such
             meeting, shall be granted 300 shares of Common Stock as an
             annual retainer fee (an "Annual Grant").

        (b)  Interim Election.  Outside Directors elected between Grant Dates
             shall be granted a proportionate share of the Annual Grant at
             the time of their election.

   7.   Elective Grant.  

        (a)  Share Election.  Subject to paragraph 8, each Outside Director
             may elect (a "Share Election") to receive all or any portion of
             his committee and meeting fees earned in each calendar year for
             services on the Board of Directors, exclusive of the annual
             retainer fee (the "Other Fees"), in the form of Common Stock.  A
             Share Election, or a modification or revocation of a Share
             Election by a subsequent Share Election, (i) must be in writing
             and delivered to the Secretary of the Company, (ii) shall be
             effective with respect to Other Fees earned commencing on the
             date the Secretary of the Company receives the Share Election
             and (iii) shall remain in effect unless modified or revoked by a
             subsequent Share Election in accordance with the provisions
             hereof.

        (b)  Transfer of Shares.  Shares of Common Stock issuable to an
             Outside Director with respect to a Share Election shall be
             transferred to such Outside Director effective as of the last
             business day of the month in which the Other Fees are earned. 
             The total number of shares of Common Stock to be so transferred
             shall be determined by dividing the amount of Other Fees for the
             applicable month by the fair market value of a share of Common
             Stock on the last business day of such month.  For purposes of
             this Plan, "fair market value" shall mean the closing sale price
             of a share of Common Stock on the New York Stock Exchange on the
             date for determining fair market value (or if no sale took place
             on such exchange on such date, then on the most recent preceding
             date on which a sale took place).

   8.   Deferral Election.

        (a)  Deferral Election.  Each Outside Director may elect (a "Deferral
             Election") to defer receiving all or any portion of the shares
             of Common Stock that would otherwise be transferred pursuant to
             paragraph 6 or paragraph 7, or any of his or her Other Fees that
             would otherwise be payable in cash.  A Deferral Election, or a
             modification or revocation of a Deferral Election by a
             subsequent Deferral Elections must be in writing and delivered
             to the Secretary of the Company and shall be effective (i) with
             respect to Other Fees payable on or after the first day of the
             month that is coincident with or following the date the election
             is delivered and (ii) with respect to any Annual Grant payable
             on or after the first day of the calendar year that is after the
             date the election is delivered, except that (A) a Deferral
             Election made at any time until the date 30 days after the
             shareholders of the Company approve the Plan shall be effective
             with respect to the Annual Grant and/or Other Fees payable at
             any time on or after the date shareholders approve the Plan and
             (B) any Director who becomes an Outside director subsequent to
             January 1 of a calendar year may deliver a Deferral Election
             during the 30-day period immediately following the date the
             Director becomes an Outside Director that is effective with
             respect to the Annual Grant and/or Other Fees payable at any
             time on or after the date the Director becomes an Outside
             Director.  A Deferral Election once made shall remain in effect
             unless modified or revoked by a subsequent Deferral Election in
             accordance with the provisions hereof.

        (b)  Accounts.  An Outside Director who makes a Deferral Election
             with respect to a Share Election or an Annual Grant shall have
             the number of deferred shares of Common Stock (including
             fractions of a share) credited to a "Share Account" for the
             Outside Director in the form of "Share Units."  An Outside
             Director who makes a Deferral Election with respect to Other
             Fees that are not subject to a Share Election shall have the
             amount of deferred Other Fees credited to a "Cash Account" for
             the Outside Director.  Collectively, the amounts deferred in an
             Outside Director's Share Account and Cash Account shall
             hereafter be referred to as the "Deferred Amounts."

        (c)  Cash Dividends and Share Accounts.  Whenever cash dividends are
             paid by the Company on outstanding Common Stock, on the payment
             date therefor there shall be credited to the Outside Director's
             Share Account a number of additional Share Units equal to (i)
             the aggregate dividend that would be payable on outstanding
             shares of Common Stock equal to the number of Share Units
             credited to such Share Account on the record date for the
             dividend, divided by (ii) the fair market value of a share of
             Common Stock on the last trading business day immediately
             preceding the date of payment of the dividend.

        (d)  Cash Accounts.  At the election of an Outside Director, a
             Director's Cash Account shall be (i) credited with interest at
             an annual rate equal to the sum of the daily interest earned at
             a rate equal to the yield from time to time on U.S. Treasury
             obligations maturing in seven years as reported in The Wall
             Street Journal (Midwest Edition) and compounded monthly, or such
             other rate specified by the Committee, or (ii) credited or
             debited with the annual investment returns relating to such
             investment vehicle or vehicles as may be made available by the
             Committee from time to time, if any, and selected by the Outside
             Director, or such combination of (i) and (ii) as the Outside
             Director designates by written notice to the Secretary of the
             Company.

        (e)  Distributions.  Subject to subsection (k), an Outside Director's
             Deferred Amounts shall become payable as soon as practicable
             following the earliest of (i) the date irrevocably selected by
             the Outside Director in his or her Deferral Election, (ii) the
             Outside Director's death or (iii) the Outside Director's total
             and permanent disability, as determined by the Committee.

        (f)  Form of Payments.  All payments from a Share Account shall be
             made in shares of Common Stock by converting Share Units into
             Common Stock on a one-for-one basis.  All payments from a Cash
             Account shall be made in cash.

        (g)  Manner of Payments.  Subject to subsection (k), in his or her
             Deferral Election, each Outside Director shall elect to receive
             payment of his or her Deferred Amounts either in a lump sum or
             in two to fifteen substantially equal annual installments.  In
             the event of an Outside Director's death, payment of the
             remaining portion of the Director's Deferred Amounts will be
             made to the director's beneficiary in a lump sum as soon as
             practicable following the director's death.

        (h)  Hardship Distribution.  Notwithstanding any Deferral Election,
             in the event of severe financial hardship to an Outside Director
             resulting from a sudden and unexpected illness, accident or
             disability of the Outside Director or other similar
             extraordinary and unforeseeable circumstances arising as a
             result of events beyond the control of the Outside Director, all
             as determined by the Committee, an Outside Director may withdraw
             a portion of the Share Units in his or her Share Account and/or
             cash in his or her Cash Account by providing written notice to
             the Secretary of the Company.  Withdrawals of amounts shall only
             be permitted to the extent reasonably necessary to meet the
             emergency need due to the severe financial hardship.

        (i)  Designation of Beneficiary.  Each Outside Director or former
             Outside Director entitled to payment of Deferred Amounts
             hereunder from time to time may designate any beneficiary or
             beneficiaries (who may be designated concurrently, contingently,
             or successively) to whom any such Deferred Amounts are to be
             paid in case of the Outside Director's death before receipt of
             any or all of such Deferred Amounts.  Any designation will
             revoke all prior designations by the Outside Director or former
             Outside Director, shall be in a form prescribed by the Company
             and will be effective only when filed by the Outside Director or
             former Outside Director, during his or her lifetime, in writing
             with the Secretary of the Company.  References in this Plan to a
             director's "beneficiary" at any date shall include such persons
             designated as concurrent beneficiaries on the director's
             beneficiary designation form then in effect.  In the absence of
             any such designation, any balance remaining in an Outside
             Director's or former Outside Director's Share Account and/or
             Cash Account at the time of the director's death shall be paid
             to such director's estate in a lump sum.

        (j)  No Account Transfers.  An Outside Director may not transfer or
             convert a Share Account to a Cash Account or vice versa.

        (k)  Changes With Respect to Distributions.  With the consent of the
             Company, an Outside Director may (i) postpone the date on which
             Deferred Amounts are to become payable pursuant to subsection
             (e)(i) or (ii) change the manner in which the Deferred Amounts
             are to be paid pursuant to subsection (g), provided in each case
             that any such change is made prior to the calendar year in which
             such payments are to commence.

        (l)  No Assets.  No stock, cash or other property will be deliverable
             to an Outside Director in respect of the Outside Director's
             Deferred Amounts until the date or dates identified pursuant to
             this Section 8, and all Deferred Amounts shall be reflected in
             one or more unfunded accounts established for the Outside
             Director by the Company, payment of the Company's obligation
             will be from general funds, and no special assets (stock, cash
             or otherwise) have been or will be set aside as security for
             this obligation.

        (m)  No Transfers.  An Outside Director's rights to payments under
             this Section 8 are not subject in any manner to anticipation,
             alienation, sale, transfer, assignment, pledge, encumbrance, or
             garnishment by an Outside Director's creditors or the creditors
             of his or her beneficiaries, whether by operation of law or
             otherwise, and any attempted sale, transfer, assignment, pledge,
             or encumbrance with respect to such payment shall be null and
             void, and shall be without legal effect and shall not be
             recognized by the Company.

        (n)  Unsecured Creditor.  The right of an Outside Director to receive
             payments under this Section 8 is that of a general, unsecured
             creditor of the Company, and the obligation of the Company to
             make payments constitutes a mere promise by the Company to pay
             such benefits in the future.  Further, the arrangements
             contemplated by this Section 8 are intended to be unfunded for
             tax purposes and for purposes of Title I of ERISA.

   9.   Termination of Service as Outside Director.  In the event an Outside
        Director ceases to serve on the Board of Directors, all rights to
        receive Common Stock pursuant to paragraph 6 shall terminate
        immediately.

   10.  Adjustment Provisions.  In the event of any change in the shares of
        the 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, the amount of
        the Annual Grant and the number of Share Units credited to each
        Outside Director's Share Account 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, but any such adjustment to the amount of the
        Annual Grant and/or the number of Share Units shall be only such as
        is necessary to maintain the proportionate interest of the Outside
        Director and preserve, without exceeding, the value reflected by  the
        Annual Grant and the Outside Director's Share Account.

   11.  Termination and Amendment of Plan.  The Plan shall terminate on
        September 27, 2005, unless sooner terminated as hereinafter provided. 
        The Board of Directors may at any time terminate the Plan.  The Board
        of Directors may amend the Plan as it shall deem advisable including
        (without limiting the generality of the foregoing) any amendments
        deemed by the Board of Directors to be necessary or advisable to
        assure conformity of the Plan with any requirements of state and
        federal laws or regulations now or hereafter in effect; provided,
        however, that (a) the Board of Directors may amend the provisions of
        paragraph 6 not more often than once in any six month period, (b) the
        Board of Directors may not, without further approval by the
        shareholders of the Company, make any modifications which, under Rule
        16b-3, require such approval and (c) no amendment shall affect
        adversely any of the rights of any Outside Director, without such
        Outside Director's consent, under any election theretofore in effect
        under the Plan.

   12.  Rights as a Stockholder.  An Outside Director shall have no rights as
        a stockholder with respect to Common Stock granted under this Plan
        until the date of issuance of the stock certificate to him.  Except
        as provided in paragraph 10, no adjustment will be made for dividends
        or other rights for which the record date is prior to the date such
        Common Stock is issued.  The shares of Common Stock granted to each
        Outside Director prior to September 18, 1996 are not transferable by
        the recipient for a period of six months after the Grant Date (or,
        for a director elected between Grant Dates, the date of the
        director's election), except in the event of the death or disability
        of the recipient.  All certificates evidencing shares granted to an
        Outside Director shall bear an appropriate legend evidencing such
        transfer restrictions. 

   13.  Governing Law.  The Plan, all awards hereunder, and all
        determinations made and actions taken pursuant to the Plan shall be
        governed by the internal laws of the state in which the Company is
        incorporated, to the extent not otherwise governed by the Internal
        Revenue Code or the laws of the United States. 

   14.  Unfunded Plan.  This Plan shall be unfunded.  No person shall have
        any rights greater than those of a general creditor of the Company.

   15.  Withholding.  The Company shall have the right to deduct from all
        amounts deferred pursuant to a Deferral Election and/or payments made
        under the Plan any federal, state, or local income taxes or FICA
        required to be withheld with respect to such compensation.  Each
        Outside Director shall be entitled to irrevocably elect to have the
        Company withhold shares of Common Stock having an aggregate fair
        market value, as of the last trading business day immediately
        preceding the date such shares would otherwise be transferred
        hereunder, equal to the amount required to be withheld.

   16.  Change of Control.  Anything in this Plan to the contrary
        notwithstanding, upon the occurrence of a Change of Control (as such
        term is defined in the Midwest Express Holdings, Inc. 1995 Stock
        Option Plan): (a) all Share Units credited to any Outside Director's
        Share Account shall be converted into Common Stock and together with
        all Deferred Amounts credited to a Cash Account shall be transferred
        as soon as practicable in a lump sum to each Outside Director; and
        (b) any Annual Grant and/or Other Fees earned in respect of the
        calendar quarter in which the Change of Control occurs shall be paid
        in cash as soon as practicable.