Employment Offer Letter between Midwest Airlines and Scott Dickson (Senior Vice President and Chief Marketing Officer)

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A base salary of $17,083 per month ($205,000 annualized).

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Participation in the company’s Annual Incentive Plan (AIP) as determined by the Board of Directors of Midwest Air Group at its annual compensation meeting in February of each year.  The AIP target bonus is 50% of the midpoint of the salary range for this position (i.e., 50% of $200,000).  The award is based upon several performance factors and total company performance, prorated for the number of months worked during the year.

In recognition of the financial uncertainties affecting the industry, and to reinforce our commitment to having you join our team, we are offering you a minimum guaranteed AIP payout for your first year of employment.

2005

$25,000

25% of Target

$12,500 payable within 30 days of hire

$12,500 payable in February ‘06

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An award of 20,000 stock options at a strike price determined by the market price on your date of hire.  Going forward, you will be eligible to participate in the Management Stock Option Plan [or relevant plan(s) as may be implemented], as determined and awarded on an annual basis by the Board of Directors.

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Relocation assistance as described in the enclosed packet to include movement of household goods, temporary living and assistance in the sale of your home.  If you sell your house on your own, we will reimburse you for realtor fees.  Or, if you prefer, we can provide a third party relocation firm to purchase your house based on the average of two appraisals.

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Supplemental Executive Retirement Plan (SERP) allowing additional tax-deferred contributions to retirement savings in excess of normal IRS limits

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Reimbursement for financial planning, accounting, tax preparation and associated legal fees (annual fees for services, up to 5% of base salary)

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Four weeks initial vacation eligibility

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Annual physical/wellness examination—reimbursement for fees not covered under health insurance (voluntary, but strongly encouraged)

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Successful completion of a pre-employment background investigation.  This will include criminal record, electronic finger printing, verification of education and standard reference check.

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Successfully passing a post-offer physical and drug test.

Verification that you have the legal right to work in the United States as required by the Immigration Reform and Control Act of 1986.  This verification is done on your first day of employment.