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!!

PAPER 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) on www.votepal.com/

NOTE TO BENEFICIAL OWNERS : Please attach your legal form of proxy from ADP

Print out this AAG CHALLENGER VIF, fill in and fax this form in order to make the new Midnight May 15th deadline:
Alaska Air Group, Inc.
c/o ADP
51 Mercedes Way
Edgewood, NY 11717 | FAX (631) 254-7622

You can also mail or fax (time critical, so fax now) 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 (Monday before the Shareholders Meeting).

Note: The filling out with the required and necessary personal information and submission of this Proxy Card is voluntary.


Voter Control Number _______________________________________
(VERY IMPORTANT!!--find it on the VIF provided by ADP)

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.

Proposal No. 1: Election of Directors (You may vote for a total of FOUR out of the SEVEN SEC-qualified candidates running)

CHALLENGER Nominees:

(01) Richard D. Foley (02) Stephen Nieman (03) Terry K. Dayton

FOR ________________________________________________________

WITHHOLD ____________________________________________________________

WRITE-IN AAG CANDIDATES FOR VOTES:

________________________________________________________________________

__________________________________________________________________________________________________________

2006 SHAREHOLDER PROPOSALS (circle one)

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

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 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 /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 /No. –– 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 No. 7.

FOR / AGAINST / ABSTAIN /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 /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 /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.

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 reachus@votepal.com.

*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. THANK YOU! DEADLINE EXTENDED TO MIDNIGHT, MAY 15, 2006

DATE _______________, 2006

Legible Signature ____________________________________________________

Print Name __________________________________________________

Title(s) ___________________________

Legible Signature ____________________________________________________

Print Name __________________________________________________

Title(s) ___________________________

NOTE: Please sign legibly 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. And don't forget the legal form of proxy.

THANK YOU VERY MUCHLY!!