If any nominee is unable to serve for any reason, the proxies or their substitutes will vote the shares represented by each proxy for such substitute nominees as the Executive Committee of the Board of Directors shall approve. The solicitation of proxies will probably be usually by mail. The trustee will vote the shares allotted to contributors in accordance with confidential instructions received from each employee participant. The 40l(k) Plans of the company and its subsidiaries embrace Employee Stock Ownership Plan (“ESOP”) features. The next table shows the beneficial possession of every particular person or entity recognized by the corporate to own more than 5% of the company’s widespread inventory. Security Ownership of Certain Beneficial Owners and Management 5% Owners. Amounts payable underneath the Salaried Retirement Plan are not topic to Social Security advantages or different offset quantities. Includes personal benefits and a tax gross-up as described in footnote 1 which are not identified individually as they do not meet the reporting threshold.

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Annual benefits are paid on a straight life or joint life annuity basis at normal retirement age or in diminished quantities for early retirement. Box 68947 Seattle, Washington 98168 March 31, 1994 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of Alaska Air Group which will likely be held May 17, 1994, at 2 p.m. A majority of the excellent shares must be current in individual or by proxy to constitute a quorum for the transaction of enterprise at the Annual Meeting. If a quorum is current, the affirmative vote of three-fourths of the shares present shall be required to act on any matter before the stockholders, together with election of administrators. Each share of widespread inventory is entitled to at least one vote on any matter brought before the assembly. The exercise price of these funding options is above the current value of the widespread inventory and, subsequently, there is no such thing as a current worth to this acceleration provision. 27. The investment options expire on February 5, 1997, and if not exercised at that time, the employees’ investments might be returned to them without curiosity. The Committee will continue to evaluation information within the compensation surveys mentioned above to remain aware of competitive compensation ranges.

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Audit Committee. The Audit Committee consists of William H. Clapp (Chairman), R. Marc Langland, Byron I. Mallott and Richard A. Wien. Relationship With Board. The Committee will also consider the CEO’s management and dealing relationship with the Board, and the diploma to which he meets the Board’s need for info and communication. 3,017. No portion of the premiums might be refunded to the corporate on termination of the policy. The company has not established a policy in connection with this new IRS ruling since the total compensation of those individuals will not be near that limitation. Included in that total are 791,186 shares held by the ESOPs (“the ESOP shares”) and 291,694 non-ESOP shares. The business matters to be acted on are described within the accompanying Notice of Meeting and Proxy Statement. If you find it inconvenient to attend the meeting in person, your stock can be represented and voted if you’ll sign, date and mail the enclosed proxy card within the envelope provided for that objective.

When you attend the assembly and prefer to vote in individual, your proxy might be revoked at your request. Whatever the variety of shares you hold or whether you’ll be able to attend the meeting in particular person, your opinion is necessary to us. When a Board of Directors assembly and a committee assembly are held on the identical day, just one attendance charge is paid. NOMINEES FOR DIRECTOR (Term expiring 1997) MARY JANE Fate (60) – Mrs. Fate has been a director since 1979 and serves on the Compensation Committee. 300,000, the level set in mid 1992, to permit the Committee and the complete Board time to reaffirm the standards in opposition to which his efficiency shall be measured in determining future compensation. The Committee additionally believes it is very important be conscious of compensation ranges that can be required to recruit from outside the corporate to fill all high administration positions. Company Performance. Following are examples of the sorts of accomplishments the Committee will consider in measuring performance. 750 for each Board of Directors or committee assembly attended. The Board of Directors is divided into three lessons, every serving staggered three-yr phrases.

50,000 or 10% of a named govt’s wage plus bonus (if much less) in any of the past three years. 1 million paid to the CEO and the opposite named executive officers. There have been no broad-based mostly grants to all executives in 1991 and 1992, however options were granted to newly elected or appointed officers. Transactions with Management and Others There were no transactions with the corporate’s administrators, nominees, govt officers or 5% stockholders which are required to be disclosed. If no voting instructions are obtained, the trustee will vote such allocated shares as it determines to be in the best interest of the members. As of December 31, 1993, 549,226 ESOP shares had been allotted to members’ accounts. Plan accounts for 1993 and 1992, respectively: Messrs. The corporate grants no restricted stock awards and has no long-time period incentive plan. Tandem SARs (stock appreciation rights) attach to solely 50% of options granted.

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