5:

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |_| Filed by a Party other than the 
Registrant |X| Check the appropriate box: |X| Preliminary 
Proxy Statement |_| Confidential, for Use of the Commission 
Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy 
Statement |_| Definitive Additional Materials |_| Soliciting 
Material Pursuant to ss. 240.14a-12

THE ALASKA AIR GROUP, Inc. ("the Company-AAG") (Name of 
Registrant as Specified In Its Charter)

Stephen Nieman, Richard D. Foley, Robert C. Osborne MD, Terry 
K. Dayton, John Chevedden and Carl Olson (Name of Persons 
Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): |X| No fee 
required |_| Fee computed on table below per Exchange Act 
Rules 14a-6(i)(4) and 0-11

1) Title of each class of securities to which transaction 
applies:

2) Aggregate number of securities to which transaction 
applies:

3) Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11 (set forth the 
amount on which the filing fee is calculated and state how it 
was determined)

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for which 
the offsetting fee was paid previously. Identify the previous 
filing by registration statement number, or the Form or 
Schedule and the date of its filing. 1) Amount Previously 
Paid: 2) Form, Schedule or Registration Statement No.:

3) Filing Party: 4) Date Filed:

TABLE OF CONTENTS OF THE CHALLENGERS' PRELIMINARY FORM OF 
PROXY OF ALASKA AIR GROUP, INC. ("the Company-AAG")

I. Preliminary Proxy Statement and Preliminary Form of Proxy
II. Annual Meeting of Stockholders
III. Beginning of Challenger Remarks
IV. Expenses
V. How We Plan to Solicit
VI. We Plan Full and Open Disclosure
VII. Voting
a. What Am I Voting On?
b. How Do I Cast My Vote Using The Challengers' Proxy Card?
c. How Do I Cast My Vote Using The Company-AAG's Proxy Card? 
d. You May Vote In Person At The Meeting
e. What If I Change My Mind After I Submit My Proxy?
VIII. INFORMATION ABOUT CHALLENGER NOMINEES
IX. PARTICIPANTS IN THE SOLICITATION
X. ELECTION OF DIRECTORS
a. Proposal No. 1 Election Of Directors
b. Further Matters
XI. SHAREHOLDER PROPOSALS (To be added in subsequent filings) 
XII. CONCLUDING REMARKS OF THE CHALLENGERS XIII. PROXY CARD 
____________________________________________________________ 
I. PRELIMINARY PROXY STATEMENT AND PRELIMINARY FORM OF PROXY

SOLICITATION, VOTING AND REVOCATION OF PROXIES

Richard D. Foley, Stephen Nieman, Robert C. Osborne MD, Terry 
K. Dayton, John Chevedden and Carl Olson: THIS PROXY IS BEING 
SOLICITED ON BEHALF OF THE PARTICIPANTS AND NOT ON BEHALF OF 
THE COMPANY'S BOARD OF DIRECTORS. The approximate date that we 
will make our Definitive Proxy Statement and Form of Proxy 
available to shareholders will be February ___, 2005. This 
proxy statement and form of proxy are preliminary copies.

II. ANNUAL MEETING OF STOCKHOLDERS

Scheduled to be held (date and time to be announced). For more 
details, please reference the Company-AAG's April ____, 2005 
Definitive Proxy statement on page ____.

Note: Please reference in its entirety the Company-AAG's April 
____, 2005 Definitive Proxy Statement (eventually found at 
www.sec.gov).

III. BEGINNING OF THE CHALLENGERS' REMARKS

Greetings to all Alaska Air Group, Inc. shareholders! If we 
may, allow us to introduce ourselves: We are Richard Foley, 
Steve Nieman, Dr. Robert Osborne, Terry Dayton, John Chevedden 
and Carl Olson. We are the CHALLENGERS for election to the 
board of directors of the Company-AAG. We are running against 
the incumbents nominated for re-election by the incumbent 
board. All six of us have consented to be named in the proxy 
materials. All six of us have agreed to accept nomination and 
to serve if elected. For more information on us, see VIII. 
INFORMATION ABOUT CHALLENGER NOMINEES
and IX. PARTICIPANTS IN THE SOLICITATION.

The CHALLENGERS provide these proxy materials to enable you to 
exercise your right to vote for their election to the board of 
directors at the Company-AAG's 2005 Annual Shareholders 
Meeting.

Shareowner rights, corporate governance and corporate 
democracy have become subjects of much debate. The U.S. 
Securities and Exchange Commission ("SEC") continues to review 
proxy rules pursuant to its first announcement on April 14, 
2003 that it will "Review Current Proxy Rules and Regulations 
to Improve Corporate Democracy" (see www.sec.gov).

We believe the existing proxy rules can be confusing, complex 
and to some degree open to opposing legal interpretation. 
However, within the range of legal choices management of a 
company can make, we think there are choices that are optimal 
and help the shareowners to have a better understanding of 
complex subjects. Similarly, there are choices, we believe, 
that are less than optimal. In our opinion, we feel that 
wherever alternatives are legally equal, the path that 
optimizes shareowner understanding should be the one selected.

Therefore, the CHALLENGERS, Richard D. Foley, Steve Nieman, 
Robert C. Osborne, MD, Terry K. Dayton, John Chevedden and 
Carl Olson are undertaking to provide you with this Proxy 
Statement and Proxy Card to enable you to vote for the 
CHALLENGERS who are running against the incumbents.

We believe that a fresh and innovative perspective is needed 
on the board of directors. We believe that management of the 
Company-AAG would benefit from the shareowners electing some 
of the six CHALLENGER candidates.

IV. EXPENSES

The total amount to be spent directly or indirectly will not 
exceed $500 in aggregate. As of Nov. 1, 2004, the CHALLENGERS 
have spent $100. Contrary to customary practice and regardless 
the outcome of the vote, we have chosen not to seek 
reimbursement for this solicitation from the shareowners of 
the Company-AAG.

In many contests, if the CHALLENGERS win, they seek to have 
their expenses reimbursed by the company, such as duplicative 
mailings, etc. In our view such a practice causes the 
shareowners to pay twice for essentially the same thing. We 
plan limited printing and mailing by the U.S. Post Office or 
any other carrier. Electronic mail ("email") will be used to 
communicate with and contact some of the shareowners of the 
Company-AAG, such as institutional holders.

We will consider accepting donations (if offered) to help 
cover costs of our proxy contest. All such donations will be 
properly reported. Because we don't anticipate receiving 
donations amounting to any significant sum, we do not plan 
that any donors would join us in this solicitation. However, 
if anyone contributes in excess of $500, they will be deemed 
participants in our solicitation. We plan to file Definitive 
additional materials to disclose any information regarding 
additional participants (if any).

In 2003, the management of the Company-AAG, as was within its 
right to do, offered to mail our proxy statement and proxy 
card to all the shareholders. As this would have been a second 
mailing and a repeated cost of approximately forty to fifty 
thousand dollars that the CHALLENGERS would have had to pay, 
we chose to decline.

We believe that a more democratic system is a better system. 
We think that a proxy card, like any ballot in a democratic 
system, should contain the names of all qualified candidates. 
Further, like a regular election, the candidates should 
shoulder the costs of campaigning. This should apply for both 
incumbents and challengers.

V. HOW WE PLAN TO SOLICIT

The dedicated Internet web site www.votepal.com will be used 
for the purposes of conducting our solicitation. It will 
contain a downloadable/printable version of our Proxy 
Statement, Proxy Card and a Voting Instruction Form for 401(k) 
plan participants. The Proxy Card and Voting Instruction Form 
will not be available until we file a Definitive 14A with the 
SEC.

The web site www.votepal.com will provide email addresses, a 
telephone and fax number for shareholders to contact us. It 
will also reference the Company-AAG's proxy materials. For 
those who are unable to access the Internet at home or work, 
many public libraries offer free access to computers and the 
World Wide Web. We will upon certified request mail our proxy 
materials to shareholders who have exhausted all feasible 
means of accessing the Internet. Requests can be mailed to 
Steve Nieman, PO Box 602, Brush Prairie, WA 98606.

Presently over 90% of the Company-AAG's shares are held by 
institutional investors, therefore we expect to have little 
difficulty in contacting over 50% of the outstanding shares.

We may use a "telephone tree technique" to ask shareholders if 
they would be willing to contact two or three other 
shareholders to convince them to view our web site. It is our 
intention to lawfully maximize the use of Internet 
communication tools. We will make ourselves available to all 
media interested in our efforts, and will strive to follow all 
legal guidelines, requirements and regulations.

For any proxy we receive, we will either email or postal mail 
a link to our proxy statement on www.votepal.com (and keep a 
record) to prove the shareholder has been furnished with our 
Proxy Statement. On our proxy card on www.votepal.com, we will 
have a block for senders to list return-contact information, 
either email or postal address, to ensure that we will have 
the correct address to send a link of our Proxy Statement to. 
If the shareholder votes our proxy card electronically, this 
contact information will be required to be filled in before 
the electronic proxy can be sent, i.e. a "required field" in 
the database of the ballot card.

VI. WE FAVOR OPEN AND FULL DISCLOSURE

Starting in 2004, we continue to pursue our search for 
information through a Freedom of Information Act request 
("FOIA") to the SEC in an attempt to obtain relevant documents 
in regards to private filings management of the Company-AAG 
has made with the Commission since the challengers first ran 
for board seats starting in 2003.

We believe that the shareowners have the right to see all 
communications by the Company-AAG that is not competitively- 
sensitive in nature, such as management requests for no-action 
letters, expensive resources such as LexisNexis 
notwithstanding. We feel that FOIA requests are one way that 
all shareowners can have more complete access to more 
information.

We believe that the more transparent the system, the better 
return there will be on investment.

VII. VOTING

VII.a. What Am I Voting On?

You are being asked to vote for the election of _____ director 
candidates from the offering of _______ nominees, and _______ 
stockholder proposals.

VII.b. How Do I Cast My Vote Using The CHALLENGERS' Proxy 
Card?

How common stock is possessed determines how it is voted. 
Employees of the Company-AAG can possess stock in three ways: 
as 401(k) plan participants; as beneficial owners; or as 
registered shareowners. In our Proxy Statement, this group of 
employee stockholders will be referred to as ("employee 
stockholders"). Since much of our Proxy Statement will discuss 
how employee stockholders instruct the 401(k) Trustee(s) to 
vote voting instructions, this group will be referred to as 
("401(k) employee stockholders"). Non-employees can possess 
stock only as beneficial or registered stockholders. This 
group will be referred to as ("outside stockholders.")

From the Company-AAG's April ___, 2005 Definitive Proxy 
Statement, page __) ...At the record date, ___________ million 
shares were held in the trust for participants. The Company's 
transfer agent, EquiServe, will send a proxy statement, an 
annual report and a voting instruction form to each 
participant who held shares through the Company's 401(k) plans 
at the record date." The trustee will vote the shares in 
accordance with instructions received from participants. The 
Vanguard Group, Inc. ("Vanguard") will vote shares for which 
no instructions were received in the same proportion, for and 
against, as the shares for which instructions were received. 
The Fidelity Institutional Retirement Services Company 
("Fidelity") will only vote shares for which instructions are 
indicated.

To allow sufficient time for voting by the trustee, voting 
instructions for 401(k) employee stockholders must be received 
by a deadline yet to be determined by the management of the 
AAG, probably sometime in May, 2005.

For both employee and outside stockholders, there is a Voter 
Control Number that can be obtained from either postal-mailed 
or emailed proxy materials from the Company-AAG or your banker 
or broker. This Voter Control Number is provided by either 
EquiServe, the transfer agent hired by the management of the 
Company-AAG, or by ADP Automatic Data Processing, Inc. 
("ADP"). ADP is an intermediary information processing and 
mailing agent used by stock exchanges for shareholders who own 
shares through bankers or brokers.

In 2003 and 2004, we received guidance from the staff of the 
SEC that the Commission would not object to shareholders 
writing their Voter Control Number received from management of 
the Company-AAG, a banker, or a broker, on our proxy cards.

The CHALLENGERS encourage you to consider downloading and 
printing out your proxy card to send to the Company-AAG, 
EquiServe, ADP, your banker or broker, for your records--in an 
attempt to be certain that your ballot or voting instruction 
are properly counted. A reminder--shareholders are entitled to 
only one vote per share, and the later-dated proxy card, 
either by the CHALLENGER'S or the Company-AAG's, will count.

In order for outside stockholders to accurately identify 
themselves and enhance the potential that their proxy will be 
counted, they may voluntarily write in their control number(s) 
on our proxy card and send it to us either electronically, by 
fax or postal mail according to instructions published on 
www.votepal.com.

Please remember if you are downloading and transmitting one of 
our proxy cards--FILL IN THE NECESSARY INFORMATION TO 
ACCURATELY IDENTIFY YOURSELF AND THE NUMBER OF SHARES YOU OWN 
TO VOTE, INCLUDING THE VOTER CONTROL NUMBER--AND SIGN IT.

WE CAN'T STRESS ENOUGH THE IMPORTANCE OF THE VOTER CONTROL 
NUMBER. Without it being properly included, your proxy will 
not be a valid form of proxy and will not be counted.

Primarily, we will be offering and collecting our proxy cards 
electronically. On www.votepal.com, we will provide a proxy 
card in pdf and text format that interested shareholders can 
view and transmit via a secure web page, or download, fill in, 
sign and mail to Steve Nieman, PO Box 602, Brush Prairie, WA 
98606 or fax to (360) 666-6483.

For 401(k) employee stockholders, you will have to vote via 
EquiServe to complete the requirement that the Vanguard and 
the Fidelity trustees be notified of your voting instructions. 
This must be completed by the anticipated May ___, 2005 
deadline that has yet to be scheduled by the Company-AAG. (To 
compare to last year, see the Company-AAG's April 23, 2004 
Definitive Proxy Statement on pages 5, 6 and 7 under the 
heading "You may vote in person at the meeting" and "How are 
shares voted that are held in a company 401(k) plan").

However, since our candidates will probably not be printed on 
the Company-AAG's proxy card (we weren't in years 2003 and 
2004), 401(k) employee stockholders will need to VOTE A VOTING 
INSTRUCTION FORM THAT WILL BE AVAILABLE ON
WWW.VOTEPAL.COM. We are in the process of endeavoring to
obtain the applicable information and procedure from Vanguard and
Fidelity, which are the designated, directed-trustees. When further 
information becomes available, we will file additional 
Preliminary material to amend our Proxy Statement with the SEC 
to advise stockholders. We will also publish this information 
on www.votepal.com.

VII.c. How Do I Cast My Vote Using The Company-AAG's Proxy 
Card?

For 401(k) employee stockholders, you will have to vote via 
EquiServe to complete the requirement that the Vanguard and 
Fidelity trustees be notified of your voting instructions. 
This must be completed before the May ___, 2005 deadline that 
will eventually be scheduled by the management of the Company-
AAG.

However, since our candidates will probably not be printed on 
the Company-AAG's proxy card (we weren't in years 2003 and 
2004), 401(k) employee stockholders will need to VOTE A VOTING 
INSTRUCTION FORM. We are in the process of endeavoring to 
obtain the applicable information and procedure from Vanguard 
and Fidelity, which are the designated, directed-trustees. 
When further information becomes available, we will file 
additional Preliminary material to amend our Proxy Statement 
with the SEC to advise stockholders. We will also publish this 
information on www.votepal.com.

In 2003 and 2004, Putnam Fiduciary Trust Company, the 401(k) 
plan administrator prior to Vanguard, agreed to permit the 
voting of voting instructions by plan participants for the 
CHALLENGER candidates using their Proxy Card available on 
www.votepal.com/.

Since we anticipate that the six CHALLENGER candidates will 
not be listed on the Company AAG's proxy card in 2005, there 
will be no way for shareholders to use it and vote for us. You 
can use the Company-AAG's proxy card to vote your preferences 
for the shareholder proposals, but not for the CHALLENGER 
candidates. Remember: the management of the Company-AAG is 
under no obligation to require that all candidates and all 
shareholder proposals are listed on the Company-AAG's proxy 
card.

To enhance the potential that your proxy for the CHALLENGERS 
will be properly counted, we ask that you accurately identify 
yourselves by voluntarily writing in your Voter Control 
Number(s) on our proxy card, and send it to us either 
electronically, by fax or postal mail according to 
instructions published on www.votepal.com. WE CAN'T STRESS 
ENOUGH THE IMPORTANCE OF THE VOTER CONTROL NUMBER.
Without it being properly included, your proxy will not be a valid form 
of proxy and will not be counted. The generally accepted 
practice is that the most recently-dated legal proxy will be 
the one counted.

VII.d. You May Vote In Person At The Meeting

We plan to have extra copies of our Proxy Statement and Proxy 
Card available for those shareholders at the shareholders 
meeting who have been unable to download copies of them. For 
employee and outside stockholders, if you hold your shares 
through a bank or broker, you must CONTACT THEM TO RECEIVE 
FROM THEM A LEGAL PROXY, and bring the legal proxy with you in 
order to vote at the meeting. You may call and request a legal 
proxy from your stockbroker, or download and print one at the 
Internet voting site to which your proxy materials direct you. 
However, these forms of proxy will not have the CHALLENGERS' 
names printed on them.

To enhance the probability that your vote will be counted for 
the CHALLENGERS, you will need to voluntarily write in the 
Voter Control Number on our Proxy Card that we will supply you 
at the meeting, check the names of your selections for 
election, and/or mark your choices regarding the proposals, 
and deliver that completed proxy to the Inspector of Elections 
or his appointee(s) at the meeting.

401(k) employee stockholders cannot vote their voting 
instructions at the shareholders meeting. 401(k) employee 
stockholders, as beneficial holders of such shares, must give 
directions to the trustee(s), the record holders of such 
shares, on how to vote their shares in advance of the meeting 
by properly returning their Voting Instruction Form. That 
deadline will probably be sometime in May 2005.

Some of the reasons for this state of affairs regarding 
stockholders being able to vote for the CHALLENGERS (or not) 
is due to the choice we made not to do a regular postal 
mailing. HOWEVER, WE BELIEVE THAT ALL STOCKHOLDERS SHOULD BE 
ENTITLED TO THE LEAST COSTLY AND SIMPLEST METHOD OF OBTAINING 
A LEGAL FORM OF PROXY TO VOTE FOR THE CANDIDATES OF THEIR 
CHOICE. THE INTERNET IS ONE OF THOSE RESOURCES, WHICH WE ARE 
UTILIZING.

The law of Delaware, under which the Company-AAG is 
incorporated, specifically permits electronically transmitted 
proxies, provided that each such proxy contains or is 
submitted with information from which the Inspector(s) of 
Election can determine that it was authorized by the 
stockholder. (General Corporation Law of the State of 
Delaware, Section 212(c).)

In general there is some disagreement on whether 
electronically transmitted proxies are valid and lawful where 
a state of a "contested election" has been declared. The 
CHALLENGERS position on this is that we have no objection to 
electronic proxy voting. In the past, we have discussed this 
with management of the Company-AAG, and indicated our 
willingness to participate in developing a viable method to 
maximize the convenience for all stockholders to vote, and 
maximize the ease and accuracy of the tabulation of the proxy 
votes. Our position is that the determination of a contested 
election exists when the Company-AAG and the CHALLENGERS have 
filed accordingly with the SEC.

We understand that in the past the New York Stock Exchange 
("NYSE") did not agree with positions like ours. It has 
maintained that challengers have to do a mailing to all 
shareholders who hold their shares in street name through 
banks, brokers or other intermediaries. In our proxy contest 
in 2003, the NYSE said we would have to do a mailing, which 
was substantiated by an April 30, 2003 fax that we sent to the 
NYSE and the Commission contesting this decision. We can only 
view such a position that the NYSE took as being wrong on two 
counts. We feel: (1) this decision should be made by the 
participants and the SEC--not by intermediaries; and (2) to be 
forced to pay for an essentially duplicative mailing wastes 
time and resources.

In 2004, we contacted the NYSE regarding the position it will 
take in reference to our 2004 proxy contest. On April 28, 
2004, we received a telephone call from Mr. Stephen Walsh of 
the NYSE. He said the NYSE had not changed its position in the 
last year, and would not classify our solicitation in 2004 as 
a "contest."

We note that in the August 2004 10Q SEC filing, the management 
of the AAG did not count the "broker vote." We believe the 
management of the company was correct in this regard, and we 
commend its establishment of this precedent which benefits its 
shareholders.

VII.e. What If I Change My Mind After I Submit My Proxy?

If the CHALLENGER'S proxy card is signed with a voting 
direction indicated, the proxy will be voted according to the 
direction given. If no direction is given with respect to a 
proposal, the proxy will be voted as follows with respect to 
any such proposal (listed in the order of presentation and 
using the same numbering as the Company-AAG's proxy materials 
on page 40 of its 2004 Proxy Statement for comparison): FOR 
CHALLENGER director candidates Richard D. Foley, Stephen 
Nieman, Robert C. Osborne MD, Terry K. Dayton, John Chevedden 
and Carl Olson.

Before the polls close at the meeting, you may revoke your 
proxy and change your vote by submitting a later-dated proxy. 
Before the day of the meeting, you may do this by contacting 
the CHALLENGERS via fax at (360) 666-6483, toll free phone 
call at 1-866-2-vote-us (1-866-286-8387) or email to 
help@votepal.com.

Referencing the Company-AAG's 2004 proxy statement on page 7 
under the heading "What if I change my mind after I submit my 
proxy?"--You may revoke your proxy and change your vote at any 
time before the polls close at the meeting. You may do this 
by: voting again by telephone or on the Internet (your latest 
telephone or Internet proxy is counted); signing another proxy 
card with a later date; or voting again at the meeting. (If 
you hold your shares through a broker, you must bring a legal 
proxy in order to vote at the meeting.)

If you are a registered stockholder, you may obtain a new 
proxy card by contacting the Company's Corporate Secretary, 
Alaska Air Group, Inc., P.O. Box 68947, Seattle, WA 98168; 
telephone 206-392-5567. If your shares are held by a broker or 
a bank, you may obtain a new voting instruction by contacting 
your broker or bank. If your shares are held by one of the 
Company's 401(k) retirement plans or employee stock purchase 
plans, you may obtain a new voting instruction by contacting 
the trustee of such plans. You may obtain information about 
how to contact the trustee from the Company's Corporate 
Secretary. If you sign and date the proxy card or voting 
instruction and submit it in accordance with the accompanying 
instructions and in a timely manner, your first proxy card or 
voting instructions will be revoked and your choices on the 
proxy card or voting instruction will be voted as you 
instruct.

VIII. INFORMATION ABOUT CHALLENGER NOMINEES

Mr. Richard De Wayne Foley, 58; retired 32-year railroad 
conductor and President of The Foley Group. Mr. Steve Nieman, 
51; pilot for Horizon Air since 1978. Robert C. Osborne, M.D., 
59; physician in private practice. Mr. Terry K. Dayton, 49, 
communications agent for Horizon Air since 1985. Mr. John 
Chevedden, 58; business analyst. Mr. Carl Olson, 60; business 
manager and adjunct professor of college accounting. For more 
information, see IX. PARTICIPANTS IN THE SOLICITATION below.

Mr. Nieman and Mr. Foley became acquainted with each other 
through membership in CESJ, the Center for Economic and Social 
Justice, a non-profit organization promoting stakeholder 
ownership among other advocacies. In 2000, Mr. Nieman formed 
the non-profit Washington State corporation HACECA, Inc., 
which stands for the Horizon/Alaska Customer/Employee Co- 
Ownership Association. After Mr. Foley and Mr. Nieman became 
acquainted, Mr. Nieman asked Mr. Foley to join HACECA's board, 
which he agreed to. HACECA is not a party in this 
solicitation.

Mr. Nieman traveled to Tucson, Arizona in March 2002. Mr. 
Foley introduced Mr. Nieman to Robert C. Osborne, MD during 
this visit. Sharing similar interests in worker ownership, 
these three men agreed to work to build a resource of 
information and assistance to promote responsible exercise of 
worker ownership shareholder rights. Under that premise, they 
formed OUR (Ownership Union), which was certified by the U.S. 
Dept. of Labor in June 2002. OUR is neither a party to, nor an 
associate in or participant in the solicitation.

In the fall of 2002 at the request of Mr. Nieman, Dr. Osborne 
and Mr. Foley agreed to accept nomination for election to the 
board of directors of the Company-AAG in 2003. They also 
agreed to accept nomination for election in 2004. Mr. Dayton 
agreed to join the slate in April, 2004. In August 2004, Mr. 
John Chevedden, and in Oct. 2004, Mr. Carl Olson agreed to 
join the six-man slate to run for director seats available in 
2005.

IX. PARTICIPANTS IN THE SOLICITATION

Richard D. Foley, Steve Nieman, Robert C. Osborne MD, Terry K. 
Dayton, John Chevedden and Carl Olson are participants in the 
solicitation. Neither Mr. Foley, Dr. Osborne nor Mr. Olson 
owns any of the Company-AAG's stock.

As of Nov. 15, 2004, Mr. Nieman owned approximately 300 shares 
of the Company-AAG's stock.

As of Nov. 15, 2004, Mr. Dayton owns a total of approximately 
900 shares of the Company-AAG's stock.

As of Sept. 1, 2004, Mr. Chevedden owns a total of 200 shares 
of the Company-AAG's stock.

Neither Steve Nieman, Richard Foley, Dr. Osborne, Terry 
Dayton, John Chevedden nor Carl Olson has any family 
relationship with any of the officers or directors of the 
Company-AAG, nor are they parties to, or in any way involved 
in any securities litigation involving the Company-AAG or any 
other registrant. None of them are promoters or control 
persons. None of them have been in involved in any bankruptcy 
petitions or proceedings. None of them have been involved in 
any type of transaction or any other type of business 
relationship with the Company-AAG, other than Mr. Nieman's 
employment as a pilot, and Mr. Dayton's employment as a 
communication's agent with Horizon Air. None of them have been 
involved in any solicitation of any registrant within the last 
five years, other than the 2003 and 2004 solicitation at the 
AAG (with the exception of Mr. Chevedden and Mr. Olson). None 
of them have received any payment or income, other than Mr. 
Nieman's and Mr. Dayton's within the normal course of their 
regular employment.

RICHARD DE WAYNE FOLEY
6040 N. Camino Arturo Tucson, AZ 85718
Phone: (520) 742-5168
President & CEO. The Foley Group ("TFG") November 1989 to 
present.

Principal business: Consulting; Shareholder services & 
computer mapping. TFG was incorporated in November 1989. 
Please note that TFG has no corporate involvement with any 
shareholder actions at the Company-AAG; nor are any of its 
officers, workers or associates in the Company-AAG. Mr. Foley 
and TFG own no shares of the Company-AAG either beneficially 
or in any other manner; nor do they have any business 
relationships, past, existing or contemplated with the AAG; 
nor any purchase or ownership, the voting of any proxies, or 
the withholding of any proxies of the Company-AAG's stock.

Founder of OUR (Ownership Union), and serves as Chairman. OUR 
is a registered federal labor union started in 2002. Address: 
Box 602, Brush Prairie, WA 98606

Mr. Foley has not been convicted in a criminal proceeding.

Note: Mr. Foley has agreed to endeavor to assist several 
worker shareholders of the Company-AAG, including Steve Nieman 
and Terry Dayton, in the exercise of their shareholder rights 
to make proposals, and to serve as a communication coordinator 
for these shareholders. In every instance of this assistance, 
the individual shareholder retained full control of the action 
of the exercise of their shareholder rights. In no case or 
instance has there been any contract or agreement wherein Mr. 
Foley would be paid or receive any compensation of any kind by 
or from any of these shareholders or any other parties. The 
limited proxy by these shareholders did not include any voting 
rights, and it was limited to assisting in the preparing and 
presentation of shareholder proposals to the Company-AAG, and 
follow up with any necessary revisions. With the exception of 
Mr. Nieman and Mr. Dayton, none of the other shareholders 
assisted by Mr. Foley are associated in any way with this 
contest or any solicitation of proxies for votes at the 
Company-AAG's 2004 annual meeting and election of directors.

STEVE NIEMAN
Pilot for Horizon Air since December 1978.
Address: Horizon Air 8070 N.E. Air Trans Way Portland, OR 
97218

Home Address: 15204 NE 181st Loop, Brush Prairie, WA 98606 
Phone: (360) 687-3187

President of the Horizon/Alaska Customer/Employee Co-Ownership 
Association ("HACECA"), a non-profit incorporated Aug. 2000 in 
Washington state--Address: Box 602, Brush Prairie, WA 98606. 
Founder and President of OUR (Ownership Union), which is a 
registered U.S. federal labor union started in 2002. Address: 
Box 602, Brush Prairie, WA 98606

Mr. Nieman has not been convicted in a criminal proceeding.

Mr. Nieman is acquainted with many worker shareowners of the 
registrant. Mr. Nieman is associated with Dr. Osborne and 
Richard D. Foley in non-profit organizations only.

Steve Nieman is not a "significant employee" of the Company- 
AAG as described in the SEC regulations S-K.

ROBERT C. OSBORNE MD
Principle business: Osborne Anesthesia Services
Address: 800 N. Swan Rd. Suite 114 Tucson, AZ 85711
Phone (520) 319-2093

Dr. Osborne is a physician in private practice.

Founder of OUR (Ownership Union), and Secretary/Treasurer. OUR 
is a registered federal labor union started in 2002. Address: 
Box 602, Brush Prairie, WA 98606

Mr. Osborne has not been convicted in a criminal proceeding.

TERRY K. DAYTON
Communications agent for Horizon Air since 1985.
Address: Horizon Air 8070 N.E. Air Trans Way Portland, OR 
97218

Home Address: 10510 E. 6th Avenue, Spokane Valley, WA 99206 
Phone (509) 922-2531

Member of the OUR (Ownership Union).

Mr. Dayton has not been convicted in a criminal proceeding.

Mr. Dayton is acquainted with many worker shareholders of the 
registrant.

Terry Dayton is not a "significant employee" of the Company- 
AAG as described in the SEC regulations S-K.

JOHN CHEVEDDEN
Business Analyst.

Home Address: 2215 Nelson Ave. No. 205 Redondo Beach, CA 90278
Phone (310) 371-7872.

Member of the OUR (Ownership Union).

Mr. Chevedden has not been convicted in a criminal proceeding.

CARL OLSON
Business manager and adjunct professor of college accounting.

Home Address: PO Box 6102, Woodland Hills, CA 91365
Phone: (818) 223-8080

Mr. Olson has not been convicted in a criminal proceeding.

NOMINEE SPOTS 7 THROUGH 11 TO BE FILLED AT A LATER TIME...

X. ELECTION OF DIRECTORS

For additional information on the following proposal(s), we 
direct you to the Company-AAG's April ___, 2005 Definitive 
Proxy Statement pages _____.

X.a. Proposal No. 1 Election Of Directors

The challenger candidates have consented to be named in this 
proxy, and to serve if elected. The challenger nominees are:

Mr. Richard De Wayne Foley; Mr. Stephen Nieman; Robert C. 
Osborne, MD; Terry K. Dayton; John Chevedden; and Carl Olson

The AAG's Board of Director nominees have yet to be announced.

In the election of directors, the nominees who receive the 
highest number of FOR votes will be elected (see the Company-
AAG's April ___, 2005 Definitive Proxy Statement pg. ___ for a 
comparison.)

You may vote FOR, AGAINST or you may WITHHOLD authority to 
vote for each nominee for director.

X.b. Further Matters

Because they are privy to information regarding this 
solicitation that other shareholders are not, there might be 
some who feel it would be improper for Mr. Foley, Dr. Osborne, 
and Mr. Olson to buy stock. Therefore, they will wait until 
after the shareholders meeting to purchase shares.

We reference this because we believe it expresses the essence 
of the goal for why we have put forth the effort to bring 
these proxy materials to the shareholders. We believe that the 
workers have not only their money invested in the Company-AAG, 
but also their lives. We believe that the relationship between 
workers and the management of the Company-AAG must be enhanced 
by providing flexibility through transparency and teaming with 
customers and outside stockowners. Ownership-sharing of 
productive capital assets represented by ownership of 
securities instruments such as common stock, could address 
ever-climbing fixed costs covering employee compensation and 
benefits. These lower fixed hourly-wage costs could be 
supplemented by variable payouts from capital ownership, such 
as a payout of profit sharing, employee performance bonuses, 
stock options, dividends on stock, as well as share price 
appreciation.

If part of the CHALLENGER slate is elected, we might occupy a 
minority of the board, and will have to convince the majority 
as to the viability of our plans. There is no assurance that 
we will be able to successfully carry out what we advocate and 
foresee for the future.

IF THE CHALLENGERS ARE NOT ELECTED, they plan to continue to 
exercise their First Amendment rights of free speech regarding 
beliefs they hold. The CHALLENGERS support growing alliances 
between stockowners, workers and customers.

XI. SHAREHOLDER PROPOSALS

We believe we will comply with the Company-AAG's Bylaws, 
Article II Meeting of Stockholders, Section 9 Proper Business 
for Stockholders' Meetings by filing all of our proposals with 
the Corporate Secretary by the Feb. 12, 2005 deadline.

THE FULL DETAILS OF THE COMPANY-AAG SHAREHOLDER PROPOSAL(S) 
CAN EVENTUALLY BE FOUND IN THE FORTHCOMING 2005 PRELIMINARY 
AND DEFINITIVE PROXY STATEMENTS.

In the election of directors, the nominees who receive the 
highest number of FOR votes will be elected (see the Company-
AAG's April ___, 2005 Definitive Proxy Statement pg. __).

PROPOSALS NUMBERING TWO THROUGH TWENTY-FIVE WILL BE ADDED 
LATER.

XII. CONCLUDING REMARKS OF THE CHALLENGERS

All the Company-AAG Shareholders--You want to know our opinion 
of the real story behind the management team running Alaska 
Airlines and Horizon Air? We urge and encourage you all to 
closely examine the full record.

Wise men say a picture is worth a thousand words. We can't 
post artwork via the SEC's EDGAR electronic filing system, but 
we can let the words paint a picture of the dedication of this 
management team, in our opinion, to exclude and disregard any 
and all input by shareowners, most disheartening, its employee 
shareowners.

To properly protect and grow your investment in the Company-
AAG, we believe you should take the time to research the 
record we have compiled in the materials published at 
www.votepal.com, and also available at numerous other 
publicly-accessible websites such as www.sec.gov, 
www.sec.gov/edgar and www.secinfo.com.

In our opinion, shareowners should enjoy a reasonable 
expectation that the board will communicate clearly to them 
regarding majority votes. The writing is on the wall for all 
AAG stockowners to behold. We cannot believe rational 
investors in the Company-AAG will endorse the form of business 
philosophy that the management of the Company-AAG has 
demonstrated in the recent past.

WE URGE YOU TO REVIEW THE ENTIRE RECORD. WE BELIEVE THAT YOU 
HAVE THE UNDENIABLE RIGHT TO AN OPPOSING VIEWPOINT. This full 
record rings the bell, and no matter how hard some might wish 
to unring it, we have captured the vibrations in public 
records, so that all might investigate and become more 
enlightened before voting for who sits on this board.

XIII. PROXY CARD (Note: This is a Preliminary Copy)

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE PARTICIPANTS 
AND NOT ON BEHALF OF THE-COMPANY AAG'S BOARD OF DIRECTORS.

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 a 
to-be-announced future place and time on, 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 Proposal 1.

You may vote FOR or you may WITHHOLD authority to vote for 
each nominee for director.

Proposal No. 1: Election of Directors--Nominees:

(01) Richard D. Foley (02) Stephen Nieman (03) Robert C. 
Osborne, MD (04) Terry K. Dayton (05) John Chevedden (06) Carl 
Olson (Candidates 7 thru 11 to be added later...)

FOR ________________________________________________________

____________________________________________________________

WITHHOLD 
____________________________________________________________

_____________________________________________________________

THE FULL DETAILS OF THE 2005 SHAREHOLDER PROPOSALS CAN 
EVENTUALLY BE FOUND IN THE COMPANY-AAG'S 2005 PRELIMINARY AND 
DEFINITIVE PROXY STATEMENTS.

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.

*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.

DATE _______________, 2005

Signature ____________________________________________________

Signature ____________________________________________________

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.