April 18, 2008


Important Notice Regarding the Availability of Proxy Materials for the Shareholders of Alaska Air Group, Inc. regarding their Shareholder Meeting to Be Held on May 20, 2008

This is only an overview of the more complete proxy materials that will appear on the Internet website at www.votepal.com  and you may call toll free to 1-886-286-8387 or 1-866-2-VOTEUS. 

If you want a paper or e-mail copy of these materials, you must request a copy. 

We encourage you to access and review all of the important information contained in the proxy materials before voting.  Please make your request for a copy as instructed below or on or before May 19, 2008.

From:  The Alaska Air Group, Inc. CHALLENGERS (“CHALLENGERS”)

To:  Restricted Number of Institutional shareholders of  Alaska Air Group, Inc. (“the company”) regarding the Annual meeting of shareholders on May 20, 2008, at 2:00 PM at the Museum of Flight in Seattle, Washington

In accordance with U.S. Securities and Exchange Commission Release No. 34-55146, you are hereby informed of the CHALLENGERS Notice of Internet Availability of its Proxy Materials. Coinciding with the filing of CHALLENGERS Definitive Proxy Filing on the SEC’s EDGAR, the CHALLENGERS Proxy Materials will be available on the Internet website at www.votepal.com/.  These materials are provided free of charge. 

The CHALLENGERS Proxy Materials will include a means to execute a proxy as of the time that this notice is first sent.  CHALLENGERS Proxy Materials will include a Proxy Statement, voting instructions and a proxy card form which may be used in a similar manner as described in the company instructions for its proxy card.  It will be necessary for you to use your identification information as found on the company’s card; i.e. number of shares and voter control numbers.  Your signature will be required. 

You may write whatever you wish on our proxy card.  The CHALLENGERS proxy card will appoint Mr. Richard Foley and/or Stephen Nieman as proxies to vote your shares on any other matter of business at the meeting.

The CHALLENGERS are running six candidates for election to the board of directors in opposition to the incumbent nominees of the company.  The CHALLENGERS will vote for its candidates, which are not included in the company’s proposal No. 1. 

The CHALLENGERS Proxy Materials include one additional shareholder proposal not found in the company company’s Proxy Materials, No. 6 “Respecting Shareholders Right To Know.” The CHALLENGERS consider a majority vote on No. 6 to be binding on the bylaws.  AAG management declined to include this proposal for a vote in the company’s proxy materials, which was within its discretionary right to do so.

The CHALLENGERS will vote AGAINST proposal No. 2, and FOR proposals 3 through 6,

respectively “Poison Pill Vote; Cumulative Voting; Say on Pay; and Respecting Shareholders Right to Know.”

At this time, no other matter is known to be addressed at the shareholders meeting. 

If you execute CHALLENGERS's proxy and it is your latest dated proxy, it invalidates any earlier-dated or prior-voted or executed proxy. 

Unless you use the CHALLENGERS proxy card, you will not be able to vote for any of the CHALLENGERS candidates, unless you were to cross out the company’s nominees on its proxy card and write in the names of the CHALLENGERS. 

You have a right to vote for any combination of candidates.  If you use the company’s proxy card, you may line through the names of the individuals who will serve as your designated proxy holders at the meeting and write in the names of whomever you choose. Depending on how you own your shares, other steps may be required.  Please read instructions which are included in our Proxy Statement.

Please contact Richard Foley at rerailer@earthlink.net or 520-742-5168 or 6040 N Camino Arturo, Tucson, AZ 85718 if you require a mailed printed copy of the CHALLENGERS Proxy Materials.

You may contact Steve Nieman at <stevenieman@mac.com> or 360-904-2926 or 15204 NE 181st Loop, Brush Prairie, WA 98606.  Or you can call toll free 1-886-286-8287.

Thank You.