THIS PROXY IS BEING SOLICITED ON BEHALF OF THE PARTICIPANTS
AND NOT ON BEHALF OF THE-COMPANY AAG'S BOARD OF DIRECTORS.
The filling out with the required and necessary personal
information and submission of this Proxy Card is voluntary.
Voter Control Number:
______________________________________
Number of Shares_______________________________________
The undersigned hereby appoints Steve Nieman and Richard
Foley proxy, with full power of substitution, to vote with
the same force and effect as the undersigned at the Annual
Meeting of the Stockholders of the Alaska Air Group, Inc.
to be held at the William M. Allen Theater at The Museum of
Flight, 9404 E. Marginal Way South, Seattle, Washington at
2 p.m. on May 18, 2004, and any adjournment or postponement
thereof, upon the matters set forth herein and upon such
other matters as may properly come before the meeting, all
in accordance with the notice and accompanying proxy
statement for said meeting, receipt of which is
acknowledged.
(THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE
UNDERSIGNED.) This proxy, when properly executed, will be
voted in the manner directed herein. Please date, sign and
send your proxy card back today.
When completed and signed, this proxy/voting instruction
form will be voted as you have directed. If no direction is
given, it will be voted FOR ALL OF THE CHALLENGER NOMINEES
(nominee numbers (01)/(02)/(03)/(04) in Proposal 1, AGAINST
Proposal 2 and FOR Proposals 3 through 12.
You may vote FOR or you may WITHHOLD authority to vote for
each nominee for director.
Proposal No. 1: Election of Directors--Nominees:
(01) Richard D. Foley (02) Stephen Nieman (03) Robert C.
Osborne, MD (04) Terry K. Dayton
FOR ________________________________________________________
____________________________________________________________
WITHHOLD
____________________________________________________________
____________________________________________________________
THE FULL DETAILS OF THE FOLLOWING SHAREHOLDER PROPOSALS CAN BE
FOUND IN THE COMPANY-AAG'S APRIL 23, 2004 DEFINITIVE PROXY
STATEMENT BEGINNING ON PAGE 39 AND RUNNING THROUGH PAGE 56.
You may vote FOR or AGAINST or ABSTAIN on the shareholder
proposals. If you ABSTAIN from voting on any proposal, the
abstention has the same effect as a vote against such
proposal.
FOR / AGAINST / ABSTAIN No. 2 BOARD PROPOSAL TO APPROVE THE
AAG, INC.'S 2004 LONG-TERM INCENTIVE EQUITY PLAN/ / / / / /
Recommend vote AGAINST Proposal 2.If no direction is given,
the proxy will be voted AGAINST Proposal 2.
FOR / AGAINST / ABSTAIN No. 3 STOCKHOLDER PROPOSAL ON SIMPLE-
MAJORITY VOTE/ / / / / / Recommend vote FOR Proposal 3. If no
direction is given, the proxy will be voted FOR Proposal 3.
FOR / AGAINST / ABSTAIN No. 4 STOCKHOLDER PROPOSAL ON
STOCKHOLDER RIGHTS PLANS/ / / / / / Recommend vote FOR
Proposal 4. If no direction is given, the proxy will be voted
FOR Proposal 4.
FOR / AGAINST / ABSTAIN No. 5 STOCKHOLDER PROPOSAL ON SHARES
NOT VOTED NOT COUNTED/ / / / / / Recommend vote FOR Proposal
5. If no direction is given, the proxy will be voted FOR
Proposal 5.
FOR / AGAINST / ABSTAIN No. 6 STOCKHOLDER PROPOSAL ON LEAD
INDEPENDENT DIRECTOR/ / / / / / Recommend vote FOR Proposal 6.
If no direction is given, the proxy will be voted FOR
Proposal 6.
FOR / AGAINST / ABSTAIN No. 7 STOCKHOLDER PROPOSAL ON AN
INDEPENDENT BOARD CHAIRMAN/ / / / / / Recommend vote FOR
Proposal 7. If no direction is given, the proxy will be voted
FOR Proposal 7.
FOR / AGAINST / ABSTAIN No. 8 STOCKHOLDER PROPOSAL ON
CONFIDENTIAL SHAREHOLDER VOTING/ / / / / / Recommend vote FOR
Proposal 8. If no direction is given, the proxy will be voted
FOR Proposal 8.
FOR / AGAINST / ABSTAIN No. 9 STOCKHOLDER PROPOSAL ON
REPORTING EMPLOYEE STOCK OWNERSHIP/ / / / / / Recommend vote
FOR Proposal 9. If no direction is given, the proxy will be
voted FOR Proposal 9.
FOR AGAINST ABSTAIN No. 10 STOCKHOLDER PROPOSAL ON CUMULATIVE
VOTING/ / / / / / Recommend vote FOR Proposal 10. If no
direction is given, the proxy will be voted FOR Proposal 10.
FOR / AGAINST / ABSTAIN No. 11 STOCKHOLDER PROPOSAL ON NEW
ELECTION STANDARD: LIMITING ELECTIONEERING EXPENSES REGARDLESS
WHO RUNS FOR THE BOARD/ / / / / / Recommend vote FOR Proposal
11. If no direction is given, the proxy will be voted FOR
Proposal 11.
FOR / AGAINST / ABSTAIN No. 12 STOCKHOLDER PROPOSAL ON TRUTH
OR CONSEQUENCES WHEN BOARD IGNORES MAJORITY VOTES/ / / / / /
Recommend vote FOR Proposal 12. If no direction is given, the
proxy will be voted FOR Proposal 12.
*Note* In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting or at any adjournments or postponements thereof.
PLEASE SIGN, DATE AND RETURN TODAY. MAIL TO: Box 602, Brush
Prairie, WA 98606; fax (360) 666-6483; phone 1-866-2VOTEUS
(1-866-286-8387).
For any further information, please email help@votepal.com.
DATE _______________, 2004
Signature ____________________________________________________
Signature ____________________________________________________
Title(s) ___________________________
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.