AMENDED AND RESTATED

GROUND HANDLING AGREEMENT

BETWEEN

NORTHWEST AIRLINES, INC.

AND

PINNACLE AIRLINES, INC.

Dated as of            , 2003

AMENDED AND RESTATED

GROUND HANDLING AGREEMENT

THIS AMENDED AND RESTATED GROUND HANDLING AGREEMENT (the Agreement) is made and entered into as of this       day of           , 2003 by and between Northwest Airlines, Inc., a Minnesota corporation with a principal place of business at 5101 Northwest Drive, St. Paul, Minnesota  55111 (hereinafter referred to as Northwest) and Pinnacle Airlines, Inc., a Georgia corporation with a principal place of business at 1689 Nonconnah Blvd., Suite 111, Memphis, Tennessee  38132 (hereinafter referred to as Pinnacle).

WITNESSETH

WHEREAS, Pinnacle Airlines and Northwest entered into an Airline Services Agreement dated as of January 14, 2003, as amended by that certain Amendment No. 1 dated as of September 11, 2003 and by that certain Amendment No. 2 dated as of the date hereof (such Airline Services Agreement, as amended or modified from time to time, the ASA);

WHEREAS, Pinnacle Airlines and Northwest entered into that certain Ground Handling Agreement dated as of January 14, 2003 (the Original Ground Handling Agreement) pursuant to which Pinnacle Airlines agreed on the terms and conditions set forth in the Original Ground Handling Agreement to perform, on behalf of Northwest, certain ground handling services required to be performed by Northwest for the benefit of Mesaba Aviation, Inc. (Mesaba) pursuant to the Regional Jet Service Agreement dated October 25, 1996 between Northwest and Mesaba (as such agreement may be amended or modified from time to time, the Mesaba RJ Agreement);

WHEREAS, Pinnacle Airlines and Northwest desire to amend and restate the Original Ground Handling Agreement in its entirety.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Northwest and Pinnacle Airlines do hereby agree as follows:

ARTICLE 1.  DEFINITIONS

Section 1.01 - Definitions

Aircraft shall mean the Avro Regional Jet aircraft operated by Mesaba pursuant to the Mesaba RJ Agreement.

Ground Handling Functions shall have the meaning ascribed to such term in Section 1.02(a) below.

2

 Pinnacle Change of Control shall have the meaning ascribed to such term in Section 1.01 of the ASA.

Pinnacle Service Cities shall have the meaning ascribed to such term in Section 1.01 of the ASA.

Regional Airline Services shall have the meaning ascribed to such term in Section 1.01 of the ASA.

Section 1.02 - Services to be Provided by Pinnacle

(a)                                  Pinnacle shall provide Northwest with the ground handling functions specified in the table below (the Ground Handling Functions) for the Aircraft operated by Mesaba at MEM and at other Pinnacle Service Cities (except DTW and MSP) where Pinnacle operates Regional Airline Services pursuant to the ASA:

Table of Services to be Provided by Pinnacle and Northwest