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