SECURE ELECTRONIC PROXY CARD AND VOTING INSTRUCTION FORM FOR STEPHEN NIEMAN, RICHARD D. FOLEY, ROBERT C. OSBORNE MD, TERRY K. DAYTON, JOHN CHEVEDDEN AND CARL OLSON IN THE CONTESTED 2005 ELECTION AT THE AAG, INC.

NOTE TO ALASKA/HORIZON 401(k) PLAN PARTICIPANTS: If you are a participant in the Alaska Air Group, Inc. Alaskasaver Plan, the Alaska Airlines, Inc., COPS, MRP & Dispatch 401(k) Plan, the Alaska Airlines, Inc., Flight Attendant 401(k) Plan, or the Horizon Air Savings Investment Plan (together, the "Plans"), you have the right to direct Vanguard as trustee of the Plans to vote any shares of Alaska Air Group, Inc. stock credited to your account under the Plans using the CHALLENGER's Voting Instruction Form. Please see the Vanguard Voting Instruction Letter posted on Votepal.

FAX-ing to EquiServe at (732) 417-2916 is the best. It eliminates the time it takes to mail (mailing address below).

Alaska Air Group, Inc.
c/o EquiServe Trust Company, N.A., Proxy Services
P.O. Box 8948 Edison, NJ 08818-8948

We are attempting to acquire an electronic means to transmit this form to EquiServe and ADP to eliminate the mailing time period giving workers more time to vote. Remember--the deadline for worker voting is Midnight on May 12, 2005 (a Thursday). We will keep you advised...

The filling out with the required and necessary personal information and submission of this Proxy Card is voluntary.
**Required Fields

Voter Control Number**
(VERY IMPORTANT!!--find it on the Company-AAG's Voting Instruction Form or Proxy Card provided by EquiServe and ADP respectively, or your banker or broker's)

Number of Shares You Own**

PROPOSAL NO. 1 ELECTION OF DIRECTORS (vote for a total of FOUR out of ten candidates running)

FOR AGAINST WITHHOLD | 01 RICHARD D. FOLEY

FOR AGAINST WITHHOLD | 02 STEPHEN NIEMAN

FOR AGAINST WITHHOLD | 03 ROBERT C. OSBORNE, MD

FOR AGAINST WITHHOLD | 04 TERRY K. DAYTON

FOR AGAINST WITHHOLD | 05 JOHN CHEVEDDEN

FOR AGAINST WITHHOLD | 06 CARL OLSON

WRITE-IN CANDIDATE TEXT BOX:

 

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 17, 2005, 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 01/02/03/04/05/06 in that order) in Proposal 1, and FOR Proposals 2 through 11.

ADDITIONAL DETAILS OF THE FOLLOWING SHAREHOLDER PROPOSALS CAN BE FOUND IN THE COMPANY-AAG'S APRIL 26, 2005 DEFINITIVE PROXY STATEMENT BEGINNING ON PAGES 39-49.

FOR AGAINST ABSTAIN | PROPOSAL No. 2 REDEEM OR VOTE POISON PILL Recommend vote FOR Proposal 2. If no direction is given, the proxy will be voted FOR Proposal 2.

FOR AGAINST ABSTAIN | PROPOSAL No. 3 CONFIDENTIAL SHAREHOLDER VOTING. Recommend vote FOR Proposal 3. If no direction is given, the proxy will be voted FOR Proposal 3.

FOR AGAINST ABSTAIN | PROPOSAL No. 4 CUMULATIVE VOTING Recommend vote FOR Proposal 4. If no direction is given, the proxy will be voted FOR Proposal 4.

FOR AGAINST ABSTAIN | PROPOSAL No. 5 ELECT EACH DIRECTOR ANNUALLY Recommend vote FOR Proposal 5. If no direction is given, the proxy will be voted FOR Proposal 5.

FOR AGAINST ABSTAIN | PROPOSAL No. 6 ADOPT SIMPLE MAJORITY VOTE WHEN AMENDING BYLAWS Recommend vote FOR Proposal 6. If no direction is given, the proxy will be voted FOR Proposal 6.

FOR AGAINST ABSTAIN | PROPOSAL No. 7 SIMPLE MAJORITY VOTE Recommend vote FOR Proposal 7. If no direction is given, the proxy will be voted FOR Proposal 7.

FOR AGAINST ABSTAIN | PROPOSAL No. 8 BALLOT ACCESS FOR DIRECTORS NOMINATED BY SHAREHOLDERS Recommend vote FOR Proposal 8. If no direction is given, the proxy will be voted FOR Proposal 8.

FOR AGAINST ABSTAIN | PROPOSAL No. 9 TRUTH OR CONSEQUENCES WHEN BOARD IGNORES MAJORITY VOTE Recommend vote FOR Proposal 9. If no direction is given, the proxy will be voted FOR Proposal 9.

FOR AGAINST ABSTAIN | PROPOSAL No. 10 DISCLOSE POLITICAL CONTRIBUTIONS Recommend vote FOR Proposal 10. If no direction is given, the proxy will be voted FOR Proposal 10.

*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 FILL OUT, DATE AND TRANSMIT TODAY.

  DATE**

NAME**

ADDRESS**

TITLE

TELEPHONE **

EMAIL

Signature (if you mail/fax)

Click this only once...
Note: If you change your mind, you can resubmit another electronic proxy/Voting Instruction from Votepal. Generally, the latest-dated proxy is the one that will be counted by the Proxy Tabulator at the meeting...

Email this proxy card to us--BEST/BEST!! Or you can fax this proxy card/Voting Instruction Form to (360) 666-6483; or mail to Box 602, Brush Prairie, WA 98606. Any question call 1-866-2VOTEUS (1-866-286-8387).

NOTE: When filing as attorney, executor, administrator, trustee or guardian, please give full title as such. THANK YOU VERY MUCHLY FOR YOUR VOTE!!

Contact the webmaster