LATE BREAKING NEWS May 12, 2006 at 10:30 AM PDT: VANGUARD/ADP HAVE PROVIDED THE FOLLOWING FAX NUMBER FOR CHALLENGER VIFs –– (631) 254-7622. VOTING DEADLINE HAS BEEN EXTENDED TO MIDNIGHT, MAY 15, 2006, THE MONDAY BEFORE THE MEETING. SPREAD THE WORD. LET'S GET OUT THE WORKER VOTE!!

Note to all category of stockholders: For now, this ballot CANNOT be voted electronically, because the CHALLENGERS feel at this late date that all voting should be on paper. If this changes, we'll notify on votepal.com... But it does print out nicely and you can fax.

PAPER OR ELECTRONIC PROXY CARD AND VOTING INSTRUCTION FORM ("VIF") FOR 401(k) AND BENEFICIAL STOCKHOLDERS VOTING FOR THE CHALLENGERS –– RICHARD D. FOLEY, STEPHEN NIEMAN, AND TERRY K. DAYTON IN THE CONTESTED 2006 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 AAG CHALLENGER's VIF. Please see the Vanguard Voting Instruction Letter (pdf).

Print out this AAG CHALLENGER VIF, fill in and mail this form to:
Alaska Air Group, Inc.
c/o ADP
51 Mercedes Way
Edgewood, NY 11717 | FAX (631) 254-7622

You can also mail or fax to:
AAG CHALLENGER PROXY COMMITTEE
c/o Steve Nieman
PO BOX 602,
Brush Prairie, WA 98606 | FAX (360) 666-6483

Timeliness is critical to get the vote out. We are attempting to acquire an electronic means to transmit this form to ADP, but for now it's probably safest to get things down on paper. Remember--the deadline for worker voting has been extended to Midnight on May 15, 2006 (next Monday, which is the day before the Shareholders Meeting).

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 VIF provided by ADP)

Your PIN from ADP
(If you can't set one up or find it, don't worry about it; leave blank)

Number of Shares You Own

PROPOSAL NO. 1 ELECTION OF DIRECTORS

FOR AGAINST WITHHOLD | 01 RICHARD D. FOLEY

FOR AGAINST WITHHOLD | 02 STEPHEN NIEMAN

FOR AGAINST WITHHOLD | 03 TERRY K. DAYTON

The undersigned hereby appoints Stephen Nieman and Richard D. 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 16, 2006, 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, legibly 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) in Proposal 1, and FOR Proposals 2 through 10.

ADDITIONAL DETAILS OF THE FOLLOWING SHAREHOLDER PROPOSALS CAN BE FOUND IN THE COMPANY-AAG'S APRIL 14, 2006 DEFINITIVE PROXY STATEMENT BEGINNING ON PAGES 39-54.

FOR AGAINST ABSTAIN | PROPOSAL No. 2 BOARD PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE ARTICLE 10 | Recommend vote FOR Proposal 2. If no direction is given, the proxy will be voted FOR Proposal 2.

FOR AGAINST ABSTAIN | PROPOSAL No. 3 BOARD PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS | Recommend vote FOR Proposal 3. If no direction is given, the proxy will be voted FOR Proposal 3.

FOR AGAINST ABSTAIN | PROPOSAL No. 4 STOCKHOLDER PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE | Recommend vote FOR Proposal 4. If no direction is given, the proxy will be voted FOR Proposal 4.

FOR AGAINST ABSTAIN | PROPOSAL No. 5 STOCKHOLDER PROPOSAL ON SIMPLE MAJORITY VOTE WHEN AMENDING BYLAWS | Recommend vote FOR Proposal 5. If no direction is given, the proxy will be voted FOR Proposal 5.

FOR AGAINST ABSTAIN | PROPOSAL No. 6 STOCKHOLDER PROPOSAL ON MAJORITY VOTE STANDARD FOR ELECTION OF DIRECTORS | Recommend vote FOR Proposal 6. If no direction is given, the proxy will be voted FOR Proposal 6.

FOR AGAINST ABSTAIN | PROPOSAL No. 7 STOCKHOLDER PROPOSAL TO ENFORCE SHAREHOLDER VOTES | Recommend vote FOR Proposal 7. If no direction is given, the proxy will be voted FOR Proposal 7.

FOR AGAINST ABSTAIN | PROPOSAL No. 8 STOCKHOLDER PROPOSAL FOR EQUAL OWNERSHIP RIGHTS FOR WORKER 401(K) 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 STOCKHOLDER PROPOSAL TO ELECT DIRECTORS ANNUALLY | Recommend vote FOR Proposal 9. If no direction is given, the proxy will be voted FOR Proposal 9.

FOR AGAINST ABSTAIN | PROPOSAL No. 10 REIMBURSEMENT PROPOSAL FOR SHORT-SLATE PROXY CONTESTS | Recommend vote FOR Proposal 10. If no direction is given, the proxy will be voted FOR Proposal 10.

*Note* In their discretion, the named 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 BY FAX TODAY. DEADLINE MIDNIGHT, MAY 15, 2006.

DATE**

NAME**

ADDRESS**

TITLE

TELEPHONE

EMAIL

"Legible" Signature (if you print out and mail/fax this form)

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 ADP or the Inspector of Elections at the meeting...

Fax this proxy card/Voting Instruction Form to Vanguard/ADP at (631) 254-7622 or the CHALLENGERS at (360) 666-6483; or mail to Box 602, Brush Prairie, WA 98606. (At this late date, we recommend faxing...) Any question call 1-866-2VOTEUS (1-866-286-8387). Deadline for worker voting has been extended to Midnight on May 15, 2006 (next Monday; day before the Shareholders Meeting).

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

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