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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement, dated as of January 22, 2007 (this “Agreement” ), is between Northwest Airlines, Inc., a Minnesota corporation ( “Seller” ), and MAIR Holdings, Inc., a Minnesota corporation ( “Buyer” ).  Capitalized terms used but not defined herein have the meanings assigned to them on Exhibit A .

WHEREAS, Seller owns 5,657,113 shares of Buyer’s common stock, par value $0.01 per share (the “Common Stock”, and such 5,657,113 shares of Common Stock are herein collectively referred to as the “Shares” ) and a Warrant to purchase 4,112,500 shares of Common Stock at a current exercise price of $8.74 per share (the “ Warrant ”);

WHEREAS, concurrently with entering into this Agreement, Seller and Mesaba Aviation, Inc., a Minnesota corporation and wholly owned Subsidiary of Buyer (the “ Company ”), are entering into a Stock Purchase and Reorganization Agreement (the “ SPRA ”), which is attached hereto as Exhibit B , it being understood and agreed that the consummation of the Closing is not conditioned upon the consummation of the closing of the transactions contemplated by the SPRA;

WHEREAS, Seller desires to sell to Buyer the Shares and Buyer desires to purchase from Seller the Shares as set forth herein; and

WHEREAS, Buyer desires to consent to and fully support the transactions contemplated by the SPRA, vote in favor of the Company Plan and withdraw any Claims that it has or may have against Seller in the Seller Case.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

1.1                                  Purchase and Sale .

(a)                                   Upon the terms and subject to the conditions set forth in this Agreement, upon the consummation of the Closing, Seller shall sell to Buyer and Buyer shall purchase from Seller the Shares.  The aggregate purchase price for the Shares shall be $35,356,956.25 (the “ Purchase Price ”) and shall be paid by Buyer to Seller as follows: (i) upon the consummation of the Closing, Buyer shall wire transfer $24,042,730.25 (the “ Closing Purchase Price ”) in immediately available funds to the bank account designated by Seller to Buyer in writing at least one Business Day prior to the Closing and (ii) on the date that is the earlier of (A) nine months following the date of this Agreement and (B) the making of at least $25,000,000 of cash distributions to Buyer in the Company Case (together with any prior distributions) on account of Buyer’s equity interest in the Company (the earlier of the dates referred to in the foregoing clauses (A) and (B) is herein referred to as the “ Deferred Purchase Price Date ”), Buyer shall

wire transfer $11,314,226.00 (the “ Deferred Purchase Price ”) in immediately available funds to the bank account designated by Seller to Buyer in writing at least one Business Day prior to the Deferred Purchase Price Date.  Notwithstanding the foregoing provisions of this Section 1.1(a), the parties agree that if the Deferred Purchase Price Date shall occur prior to the consummation of the Closing, then the Deferred Purchase Price Date shall be deemed to occur upon the consummation of the Closing. If Buyer shall not have paid to Seller the Deferred Purchase Price in accordance with the terms of this Agreement, then, in addition to the Deferred Purchase Price, Buyer shall pay to Seller interest on the Deferred Purchase Price from the Closing Date through the date of payment of the Deferred Purchase Price at the Default Interest Rate.

(b)                                  Notwithstanding Section 1.1(a), if prior to the consummation of the Closing (i) Buyer shall have breached in any material respect its obligations set forth in Section 4.5 or (ii) Buyer shall have consummated any Acceleration Transaction, then, upon consummation of the Closing, Buyer shall pay to Seller the entire Purchase Price in immediately available funds to the bank account designated by Seller to Buyer in writing at least one Business Day prior to the Closing.

(c)                                   Notwithstanding Sections 1.1(a), unless the entire Purchase Price was paid by Buyer to Seller upon consummation of the Closing, if following the consummation of the Closing and prior to the Deferred Purchase Price Date (i) Buyer shall have breached in any material respect its obligations set forth in Section 4.5 or (ii) Buyer shall have consummated any Acceleration Transaction, then, upon the date that is one Business Day following the consummation of such Acceleration Transaction, Buyer shall pay to Seller the Deferred Purchase Price in immediately available funds to the bank account that was previously designated by Seller to Buyer pursuant to Section 1.1(a).

(d)                                  Each of the parties understands and agrees that unless the Closing is consummated, nothing contained in this Agreement shall constitute an admission by Buyer, Seller or any of their Affiliates as to the amount, if any, of any Claim by Buyer against Seller or the Seller Bankruptcy Estate nor of any Claim by Seller against the Company.

(e)                                   In the event that Buyer changes the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding prior to the Closing as a result of a reclassification, stock split or reverse stock split, the Purchase Price, the Closing Purchase Price and the Deferred Purchase Price shall remain the same, and the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock as a result of any such reclassification, stock split or reverse stock split shall be the Shares covered by this Agreement.

(f)                                     Notwithstanding the entry into this Agreement or any provision contained herein, it is acknowledged and agreed that, unless and until the consummation of the Closing shall have occurred, Seller shall retain all of its rights, including any voting rights, as a shareholder of Buyer with respect to the Shares.

1.2                                  Closing .  On the terms and subject to the conditions set forth in this Agreement, the closing of the transactions contemplated by Section 1.1(a) of this Agreement (the “Closing” ) shall take place:  (a) at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza,

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New York, New York, at 10:00 a.m., local time, on the third Business Day after the Satisfaction Date (the “ Scheduled Closing Date and Time ” ) or (b) at such other time, on such other date and at such other place as may be mutually agreed upon by the parties.  The date on which the Closing is to occur is herein referred to as the “Closing Date.”  Notwithstanding the foregoing, the parties acknowledge and agree that Seller shall have the right, at any time and from time to time following the Satisfaction Date and prior to any Scheduled Closing Date and Time, to determine that the Scheduled Closing Date and Time shall be 10:00 a.m., New York time, on any date subsequent to the previously set Scheduled Closing Date and Time (10:00 a.m., New York time, on such date determined by Seller shall be deemed to be the Scheduled Closing Date and Time) by providing to Buyer a written notice to such effect; provided that any such Scheduled Closing Date and Time determined by Seller shall be on a date that is at least three Business Day prior to the earlier of the closing of the transactions contemplated by the SPRA and the Termination Date, it being understood and agreed that any such notice by Seller to Buyer shall not be deemed a waiver of the satisfaction of any conditions to the Closing set forth in this Agreement and that such conditions (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived at the Closing.

1.3                                  Deliveries .  In addition to the other requirements set forth herein:

(a)                                   Seller shall deliver to Buyer:

(i)                                      at the Closing, one or more certificates representing the Shares, and any other documents that are necessary to sell and transfer to Buyer title to the Shares free and clear of all Liens other than Permitted Liens;

(ii)                                   at the Closing, the certificate called for by Section 6.1(a);

(iii)                                at the later of the Closing and the date on which the Buyer Approval Order (as defined in the SPRA) has been entered by the Seller Bankruptcy Court and is a Final Order, a release in substantially the form attached hereto as Exhibit C , duly executed by Seller as the Releasing Party (as defined in Exhibit C );

(iv)                               at the Closing, the Warrant for cancellation by Buyer; and

(v)                                  at the Closing, all other instruments and documents reasonably requested by Buyer.

(b)                                  Buyer shall deliver to Seller:

(i)                                      at the Closing, the certificate called for by Section 5.1(a);

(ii)                                   at the Closing, the Closing Purchase Price and, if applicable, the Deferred Purchase Price;

(iii)                                on the Deferred Purchase Price Date or the date contemplated by Section 1.1(c), the Deferred Purchase Price;

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(iv)                               at the later of the Closing and the date on which the Buyer Approval Order (as defined in the SPRA) has been entered by the Seller Bankruptcy Court and is a Final Order, a release in substantially the form attached hereto as Exhibit C , duly executed by Buyer as the Releasing Party (as defined in Exhibit C ); and

(v)                                  at the Closing, all other instruments and documents reasonably requested by Seller.

1.4                                  Assignment of Bankruptcy Claim .  Unless Buyer shall have breached in any material respect its obligations set forth in Section 4.5, if the closing of the transactions contemplated hereby shall have been consummated, upon consummation of the closing of the SPRA, Seller shall assign the Buyer Claim (as defined in Section 1.7 of the SPRA) to Buyer.

1.5                                  Cure Amounts .  Unless Buyer shall have breached in any material respect its obligations set forth in Section 4.5, if the closing of the transactions contemplated hereby shall have been consummated, Seller shall provide to the Company, immediately prior to the consummation of the closing of the SPRA, the notice contemplated by Section 4.10 of the SPRA.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF BUYER

Buyer hereby represents and warrants to Seller as follows:

2.1                                  Organization and Good Standing .  Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota.

2.2                                  Capitalization .  As of the date of this Agreement, the authorized capital stock of Buyer consists of 60,000,000 shares of Common Stock.  As of the date of this Agreement, there are 20,591,840 shares of Common Stock issued and outstanding.  Buyer owns all the issued and outstanding shares of common stock, par value $0.01 per share, of the Company.

2.3                                  Authority, Approvals, Enforceability and Consents .

(a)                                   Buyer has the corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunder.

(b)                                  The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of Buyer and no other corporate proceedings or other approvals on the part of Buyer or its shareholders are necessary to authorize and approve, and for Buyer to perform, its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby.

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(c)                                   The execution, delivery and performance by the Company of the SPRA and the other Transaction Documents to be executed and delivered by the Company and the consummation by the Company of the transactions contemplated thereby have been duly authorized and approved by Buyer, including any necessary approval or vote by Buyer as the sole shareholder of the Company (including under Article II of the bylaws of the Company) (and Buyer shall have provided to Seller, as of the date of this Agreement, a true and complete copy of any such authorization or approval, and no such authorization or approval shall have been revoked, amended or modified), and no other corporate proceedings or other approvals on the part of Buyer or its shareholders are necessary to authorize and approve, and for the Company to perform, the Company’s obligations under, and to consummate the transactions contemplated by,  the SPRA and the other Transaction Documents to be executed and delivered by the Company and the transactions contemplated thereby.

(d)                                  This Agreement has been, and the other Transaction Documents to be executed and delivered by Buyer at the Closing will, at the Closing, have been, duly executed and delivered by Buyer and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.

(e)                                   (1) The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to be executed and delivered by Buyer and the consummation of the transactions contemplated hereby and thereby and (2) the execution, delivery and performance by the Company of the SPRA and the other Transaction Documents to be executed and delivered by the Company and the consummation of the transactions contemplated thereby, in each case, do not and will not:

(i)                                      contravene any provision of the articles of incorporation or bylaws (or comparable organizational documents), of Buyer or the Company;

(ii)                                   after notice or lapse of time or both, result in a material violation, material conflict with, or material breach of any provision of, constitute a material default under, result in or permit the material modification, revocation, cancellation, termination or acceleration of, any Contract to which Buyer is a party or by which any of its properties or assets are bound or otherwise subject or, require any consent or waiver of any party to any such Contract;

(iii)                                violate or conflict with any Law applicable to Buyer or its business or properties; or

(iv)                               except as contemplated by the SPRA and except for any filing required under the Securities Exchange Act, require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority.

2.4                                  Financial Capability .  Buyer has and, at the Closing and on the Deferred Purchase Price Date will have, sufficient funds available to pay any amount due to Seller under Sections 1.1(a), 1.1(b) and 1.1(c).

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2.5                                  Brokers .  Neither Buyer nor its directors, officers or employees, has employed any broker or finder or has incurred or will incur any broker’s, finder’s or similar fees, commissions or expenses, in each case, in connection with the transactions contemplated by this Agreement or any other Transaction Document that would be payable by Seller or its Affiliates (other than Buyer).

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF SELLER

Seller hereby represents and warrants to Buyer as follows:

3.1                                  Organization and Good Standing .  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota.

3.2                                  Authority, Approvals, Enforceability and Consents .

(a)                                   Seller has the corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by Seller pursuant to this Agreement and, subject to entry of the Seller Approval Order, to perform its obligations hereunder and thereunder.

(b)                                  The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to be executed and delivered by Seller pursuant to this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of Seller and, subject to entry of the Seller Approval Order, no other corporate proceedings on the part of Seller or its shareholders are necessary to authorize and approve, and for Seller to perform, its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and thereby.

(c)                                   This Agreement has been and the other Transaction Documents to be executed and delivered by Seller pursuant to this Agreement at the Closing will, at the Closing, have been duly executed and delivered by Seller, and, subject to entry of the Seller Approval Order, constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject to the discretion of the Seller Bankruptcy Court for so long as the Seller Bankruptcy Court retains jurisdiction over the Seller Case.

(d)                                  The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to be executed and delivered by it pursuant to this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby do not and will not:

(i)                                      contravene any provisions of the certificate of incorporation or bylaws of Seller;

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(ii)                                   after notice or lapse of time or both, result in a material violation, material conflict with, or material breach of any provision of, constitute a material default under, result in or permit the material modification, revocation, cancellation, termination or acceleration of, any Contract to which Seller is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Contract;

(iii)                                subject to entry of the Seller Approval Order, violate or conflict with any Law applicable to Seller or its business or its properties; and

(iv)                               except for the Seller Approval Order and any filing required under the Securities Exchange Act, require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority.

3.3                                  Title .  Subject to any effects resulting from the Seller Case, Seller has title of the Shares, free and clear of all Liens other than Permitted Liens.

3.4                                  Brokers .  Neither Seller nor its directors, officer or employees, has employed any broker or finder or has incurred or will incur any broker’s, finder’s or similar fees, commissions or expenses, in each case, in connection with the transactions contemplated by this Agreement or any other Transaction Document that would be payable by Buyer or its Affiliates (other than Seller).

ARTICLE IV

COVENANTS

4.1                                  Announcements .  Between the date hereof and until the earliest date on which the entire Purchase Price has been paid pursuant to this Agreement, the parties agree to use their reasonable best efforts to cause the substance of all public releases or public announcements by either party with respect to this Agreement or the transactions contemplated hereby to be mutually agreeable, except as and to the extent that a party determines in good faith that it is obligated by Law to make a public release or public announcement, in which case such party shall give notice to the other party, to the extent practicable, in advance of such party’s intent to make such release or announcement.  Each party acknowledges to the other party that such party has determined that it will be required to announce and report both the execution and the consummation of the closing of this Agreement.

4.2                                  Cash .  Unless Buyer has paid to Seller the entire Purchase Price upon the consummation of the Closing, during the period commencing immediately following the consummation of the Closing and ending upon payment by Buyer to Seller of the Deferred Purchase Price, Buyer shall maintain a minimum of $11.5 million of unrestricted Cash on hand.

4.3                                  Further Assurances .  Each party hereto covenants from the date of this Agreement until the earliest date on which the entire Purchase Price is paid pursuant to this Agreement (and subject to the other terms and conditions of this Agreement):

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(a)                                   to cooperate with the other party and to take such actions as may be necessary, in each case, as promptly as possible in (i) determining whether notices, declarations, registrations and filings are required to be made with or consents required to be obtained from any Third Party or Government Authority in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents between Buyer and Seller and in making or causing to be made any such notices, declarations, registrations and filings promptly; (ii) obtaining, in a timely manner, any such consents; and (iii) furnishing the other party and to the other party’s counsel all such information as may be reasonably required in order to effectuate the foregoing actions;

(b)                                  to keep the other party hereto informed in all material respects of any material communications received by such party from, or given by such party to, any Government Authority with respect to the transactions contemplated by this Agreement and to consult with the other party hereto in advance of any meeting or conference with any Government Authority with respect to the transactions contemplated by this Agreement;

(c)                                   to use reasonable best efforts and cooperate with the other party hereto to obtain all consents required from Third Parties, whose consent or approval is required pursuant to any Contract to consummate the transactions contemplated by this Agreement and the other Transaction Documents between Buyer and Seller; and

(d)                                  without limiting the specific obligations of any party under any covenant or agreement under this Agreement, to use reasonable best efforts to take all action and do all things necessary in order to promptly consummate the transactions contemplated hereby and the other Transaction Documents between Buyer and Seller, including satisfaction, but not waiver, of the conditions precedent set forth in Articles V and VI.

4.4                                  Additional Agreements; Notification of Certain Matters .

(a)                                   Without limiting the foregoing, between the date hereof and until the earliest date on which the entire Purchase Price has been paid pursuant to this Agreement, each party will give prompt notice in writing to the other party of:  (i) any information that indicates that any of its representations and warranties contained in this Agreement was not true and correct in all material respects (without giving effect to any limitation as to “materiality” or another similar materiality qualification set forth therein) as of the date of this Agreement or will not be true and correct in all material respects (without giving effect to any limitation as to “materiality” or another similar materiality qualification set forth therein) as of the Closing, (ii) the occurrence of any event or the existence of any circumstance which will result, or is reasonably likely to result, in the failure to satisfy a condition specified in Article V (in the case of Buyer) or VI (in the case of Seller), (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by or of any Government Authority or adjudicatory proceedings involving the transaction contemplated by this Agreement, and, in the case of any event contemplated by clauses (i) through (iv) will keep the other party fully informed of such event and permit the other party and its Representatives access to all materials prepared in connection therewith.  Without limiting the foregoing, between the

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date hereof and until the earliest date on which the entire Purchase Price has been paid pursuant to this Agreement, Buyer shall promptly (but in any event within one Business Day) notify Seller in writing of the entry into or consummation of an Acceleration Transaction.

(b)                                  If any Claim against Buyer shall have been instituted before any arbitrator, court or other Government Authority to restrain or prohibit, or to obtain damages in respect of, the consummation of the transactions contemplated hereby or by the other Transaction Documents, then Buyer shall (i) promptly notify Seller of such Claim, (ii) in good faith, and using its reasonable best efforts to, defend against any such Claim, (iii) promptly provide Seller and its counsel with copies of all documents in its possession relating to such Claim, (iv) prior to filing or providing any document to, or having discussions with, a Third Party relating to such Claim, provide Seller with a reasonable opportunity to review, comment on and approve such documents and allow Seller to participate in any such discussions, and (v) not settle any such Claim or waive or release any rights with respect to such Claim without Seller’s prior written consent unless such settlement (A) includes an unconditional release of Seller, the Company and their respective Affiliates (other than Buyer) from all liability arising out of or in connection with such matter, (B) does not include any admission of fault, culpability or a failure to act by, or on behalf of, Seller, the Company or their respective Affiliates (other than Buyer) or payment of any money or imposition of any other obligation against Seller, the Company or their respective Affiliates (other than Buyer) and (C) does not result in the imposition against Seller, the Company or their respective Affiliates (other than Buyer) of injunctive or other equitable relief.

4.5                                  SPRA Consent .  Buyer hereby acknowledges and agrees that, unless Seller shall have breached in any material respect its obligations set forth in Sections 1.1(a), 1.4, 1.5 and 4.6, Buyer has irrevocably authorized and approved, and that Buyer shall fully support, the transactions contemplated by the SPRA, and that Buyer shall cooperate with Seller and the Company in connection with the transactions contemplated by the SPRA; provided, however, that any amendments, modifications or waivers of the SPRA (including all schedules thereto) that materially and adversely affect the interests of Buyer are subject to the consent of Buyer, which shall not be unreasonably withheld or delayed.  Without limiting the generality of the foregoing, Buyer hereby acknowledges and agrees that, unless Seller shall have breached in any material respect its obligations set forth in Sections 1.1(a), 1.4, 1.5 and 4.6, Buyer is irrevocably consenting to the filing by the Company or the Company Committee of any of the documents contemplated to be filed pursuant to Section 4.6(a) of the SPRA, that Buyer shall use reasonable best efforts, and cooperate, assist and consult with Seller and the Company, as promptly as practicable, to secure approval of the Disclosure Statement, confirmation of the Company Plan and approval of the transactions contemplated by the Company Plan and the SPRA and that Buyer shall promptly and irrevocably vote in favor of the Company Plan (it being understood and agreed that all aspects of the Company Plan, any and all exhibits or attachments to the Company Plan, the Disclosure Statement and the orders approving the same (including the Confirmation Order) and the other documents contemplated to be filed pursuant to Section 4.6(a) of the SPRA, all to the extent that they are not related to the SPRA or the transactions contemplated thereby, shall be reasonably acceptable, in form and substance, to Buyer and shall not be amended, modified, supplemented, withdrawn or revoked without the consent of Buyer; provided, however, that such consent shall not be unreasonably withheld or delayed; provided further that Buyer acknowledges that it agrees with the form and substance of the form of Company Plan attached hereto as Exhibit D ).  Provided that Buyer shall not have breached in

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any material respect its obligations set