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 permit for voting time. Remember--the deadline
for worker voting is Midnight on May 12, 2005 (a Thursday). We will keep you
advised... Check out by clicking on the CHALLENGER's
Electronic Proxy Card and Voting Instruction Form.
Note: The filling out with the required and necessary personal information
and submission of this Proxy Card is voluntary.
Voter Control Number _______________________________________
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 10.
Proposal No. 1: Election of Directors (You may vote for a total of FOUR out
of the ten SEC-qualified candidates running--CHALLENGER Nominees:
(01) Richard D. Foley (02) Stephen Nieman (03) Robert C. Osborne, MD (04) Terry
K. Davyton (05) John Chevedden (06) Carl Olson
FOR ________________________________________________________
WITHHOLD ____________________________________________________________
WRITE IN ANY AAG INCUMBENT CANDIDATES (names found on pages 9-10 of the AAG's Definitive Proxy Statement):
__________________________________________________________________________________________________________
FOR | AGAINST | ABSTAIN | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | No. 10 DISCLOSE POLITICAL CONTRIBUTIONS--Recommend vote FOR Proposal 10. If no direction is given, the proxy will be voted FOR Proposal 10.
ADDITIONAL DETAILS ON THESES SHAREHOLDER PROPOSALS CAN BE FOUND IN THE COMPANY'S APRIL 26, 2005 DEFINITIVE PROXY STATEMENT PAGES 39-49.
*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 _____________________, 2005
Signature ___________________________________________________
Print Your Name _____________________________________________
Signature ___________________________________________________
Print Your Name _____________________________________________
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.
THANK YOU VERY MUCHLY!!