(posted 11-10-02) HACECA Assists Three Individuals For a Chance to Run for
the AAG Inc. Board of Directors

As of today, three individuals have sent in their names to the Nominating
Committee to the AAG, Inc. to be considered for nomination for board
elections in 2003. They are: Richard D. Foley, Steve Nieman and Dr. Robert C.
Osborne. Their resumes are listed below. HACECA will track and report on the
progress of these potential nominees leading up to next May's Shareholders'
Meeting.

Post Enron, there are numerous changes afoot regarding corporate board
elections. eRaider, a shareholder activist group, recently petitioned the
following (which last month was covered in a Business Week magazine article):
The undersigned petition the Securities and Exchange Commission to mandate
that public companies place the names of all legitimate director candidates
on ballots distributed to shareholders. To further encourage open and fair
elections, we urge the SEC to disallow counting uninstructed shares (broker
votes) for any candidate, to ban the use of corporate funds for campaigning
for any candidate and to strike down unreasonable qualification tests for
director candidates. These actions will help restore integrity to corporate
elections and increase corporate accountability to shareholders.

Corporate America can change. Here's a test right here at these two airlines,
Alaska and Horizon, that many employees, customers and investors call home.
For employees: what kind of company do you work for? Does your job and
pension have any future? For customers: what kind and frequency of air
service will your home community have? And investors:  can your capital
safely grow here? We invite all stakeholders to follow these events. You'll
get news here you won't find anywhere else--Steve Nieman

Richard D. Foley

Richard Foley is a retired conductor for the Southern Pacific Railroad. He
led the team that worked for employee ownership of the Southern Pacific. Mr.
Foley was a founder and Chairman of the American Employees Stock Ownership
Association (AESOA). He is also a founder of OUR -- Ownership Union, an
ownership-oriented alternative to traditional zero-sum game unionism for
achieving economic justice for workers. Mr. Foley also helped develop the
Virtual Union. Through its web site (www.virtualunions.info), the VU provides
an advanced communications tool for enabling workers, customers and
shareholders to organize, have free-wheeling discussions, and reach consensus
on group actions, where the anonymity of all participants can be safeguarded.
Mr. Foley was a career-long member of the United Transportation Union (UTU).

He also served as the Chapter Chair for the United Shareholder's Association
(USA) for Tucson and Southern Arizona. His shareholder proposal victory in
1988 was the first in the history of corporate America. That record-breaking
victory charted a major course change in corporate governance that has spread
around the world. AESOA provided many public training and assistance programs
in the education and exercise of stock ownership rights. His expert testimony
before Congress, the work of USA, AESOA and others brought many positive
changes in federal securities law and legislation.

Mr. Foley participated in a special ambassador program for People to People
and traveled to England, Germany, and Poland meeting with leaders in
government, unions, and academics. He is the first foreign member of the
Polish Employee Ownership Union Virtual Think Tank hosted by Kent State
University.

He is a member of the Center for Social and Economic Justice and sits on
CESJ's Board of Counselors. Mr. Foley has also developed and implemented a US
marketing strategy for the Institute of Integrated Rural Development (IIRD),
which is creating worker-owned enterprises among the poorest citizens of
Bangladesh. He served in the United States Navy from 1967 until 1972.

Richard is a committee member for the Boy Scouts of America, Troop 214. He
lives in Tucson, Arizona with his family and is a member of the Catalina
Foothills Church, PCA.

Steve Nieman

Steve Nieman's airline career began the year the U.S. airline industry was
deregulated in 1978. For the past 24 years he has been employed as a captain
by Air Oregon which was acquired by Horizon Air. He currently flies the
Bombardier Q400. He has been active in labor, employee, and corporate
politics, starting an in-house union in 1988 for Horizon Air Pilots.

Steve is a freelance writer, having published in magazines and newspapers
such as FLYING and THE WALL STREET JOURNAL.

In 1998, Mr. Nieman founded and became president of the non-profit
Horizon/Alaska Customer/Employee Co-Ownership Association Inc. (HACECA),
whose goal is to accomplish a majority buyout of Alaska Airlines and Horizon
Air by a partnership of customers and employees.

He is also a founder of OUR--Ownership Union, a U.S. Dept. of
Labor-registered union offering labor organizing alternatives based on
corporate ownership as a means of raising levels of accountability and
responsibility, fairness, and social and economic justice for individuals,
families, communities, corporations, governments and the world.

Both HACECA and OUR Union are closely affiliated with the Virtual Union. Mr.
Nieman helps maintain and writes for the VU's web site
(www.virtualunions.info), which is designed to provide the essential
communications tools required to help workers, customers and shareholders
carry on organizing discussions and reaching consensus while protecting their
anonymity.

He is a member of the Center for Social and Economic Justice and sits on
CESJ's Board of Counselors. Mr. Nieman is an active participant in
discussions on the Capital Ownership Group Virtual Think Tank hosted by Kent
State University. Mr. Nieman served in the U.S. Air Force from 1974-1977.

Steve lives with his family in Brush Prairie, WA.

Robert C. Osborne, MD

Robert C. Osborne, M.D., is a Board Certified Anesthesiologist who has been
practicing medicine in Arizona since 1977. He is Board Eligible in Pain
Medicine and was an associate of the Pain Medicine Center at Tucson General
Hospital before it closed.

Dr. Osborne graduated from George Washington University Medical School in
1970. He served in the United States Navy as a Senior Flight Surgeon for the
United States Marine Corps until 1975. He completed his residency at the
University of California at San Diego. Dr. Osborne established the first
dedicated Obstetrical Anesthesia Service in Tucson in 1977.

Dr. Osborne practices Pain Medicine at his office and at various Tucson
hospitals, where he also holds staff appointments in Anesthesia and Pain
Medicine. He was the Director of Obstetrical Anesthesia at Tucson General
Hospital before it closed. Additionally, Dr. Osborne is the founder of the
Patient Advocacy Foundation in Tucson, Arizona.

__________________________________________

Oct. 9, 2002

HORIZON/ALASKA CUSTOMER/EMPLOYEE CO-OWNERSHIP ASSOCIATION, INC. HACECA, Inc.
PO Box 602 Brush Prairie, WA 98606 (360) 687-3187 www.eahsop.org email:
haceca@attbi.com

Mr. Keith Loveless Corporate Secretary and General Counsel Alaska Air Group,
Inc. PO Box 68947 Seattle, WA 98618

Dear Mr. Loveless,

We are in receipt of your Sept. 26, 2002 letter in reply to our Aug. 23, 2002
letter. The delays involved in snail mail are unacceptable. We feel more
expeditious means of communicating--email--is how we should communicate in
the future (copies can be sent by postal mail).

Thank you for your invitation to meet with you on behalf of the board.

We reiterate again our original request to meet with the AAG Board. As we
approach deadlines for shareholder resolutions and board elections, time is
limited. Work should commence immediately on many issues. We would like to
communicate to you and a minimum of CEOs of both airlines as well as the
Chairman of the AAG.

In this post-Enron atmosphere, concerned investors, employees and customers
are waiting and watching.

Shareholders own 97.4 percent of the stock outside of the board's and
management's 2.6 percent share. Many in this sizeable group understand we
must become more involved in overhauling corporate governance in order to
safely protect our investment. And as you know, the large institutional
investors who invest in ALK stock, do so on yours and my behalf--both
employees--in regards to investing our pension and 401(k) funds.

Supporters of activist shareholder groups like HACECA will continue to
multiply. The board's willingness to work towards true democratic corporate
governance will largely determine whether these relations are positive or
negative. There is a direct link between corporate governance, share price
and return on investment.

The board must be more accessible to shareholders. We have significant
amounts of capital on the table and we have a right to high standards of
corporate governance.

Sincerely,

Steve Nieman, President

cc: shareholders file

______________________________________________ September 26, 2002

Mr. Steve Nieman c/o EAHSOP's Cables Box 602 Brush Prairie, WA 98606

Dear Steve,

Your August 23, 2002 letter was provided to Alaska Air Group board members at
their August board meeting. In response, the board has requested that I meet
with you and Mr. Foley to discuss further the issues you addressed.

If you'll contact my assistant, Jeanne Gammon, at (206) 431-3719, she'll set
up a time that will accommodate your schedule.

Looking forward to meeting with you.

Sincerely,

Keith Loveless Vice President/Legal and Corporate Affairs, General Counsel
and Corporate Secretary BOX  68947 SEATTLE, WA  98168-0947 / 206- 431- 7040

______________________________________________
Sept. 5, 2002

HORIZON/ALASKA CUSTOMER/EMPLOYEE CO-OWNERSHIP ASSOCIATION, INC. HACECA, Inc.
PO Box 602 Brush Prairie, WA 98606 (360) 687-3187 www.eahsop.org email:
haceca@attbi.com

Mr. Jeff Pinneo, CEO Horizon Air 19521 Pacific Hwy. South Seattle, WA 98188

Dear Jeff,

One of the many lessons Horizon can learn from the debacle at Enron is that
retirement plan trustees must protect the interests of plan participants.
Enron's management-appointed trustees allowed a lock-down period of three
weeks while the plan administration was changed and the stock price
plummeted. During this period, employees could not even sell Enron stock
purchased with their own funds.

Ultimately, there is no way to guarantee that plan trustees won't be
manipulated by an unethical management, but the best way to ensure that plan
trustees protect participants is to allow the plan participants to elect
them. Since the advent of the 401(k), there have been drumbeat rumblings
about the temptations and risks of plans entirely controlled by management.
How about a dose of some good ol' fashioned democracy here?

If Horizon is to be successful into the future, you and I know that
checks-and-balances must be erected to ensure the interests of the three
stakeholder groups are served. Management is going to have to begin to power
share with the employees in some areas. Administration of our 401(k) is an
excellent place to start. Joan Butters and I have talked at length about this
and other possibilities.

Formulate minimum standards for employee trustees, such as fully vested in
the plan, a certain amount of business interest and education, etc. The
employee trustees could serve, say, three year terms. To keep costs down,
elections could be done via the Internet.

Since our 401(k) plan is a company plan and not specific to any particular
union, and our unions are non-stakeholders, what role if any should they
play? Regarding retirement, some union leaders are similar to Horizon
management--the bulk of their retirement monies come from supplemental plans
that most employees do not participate in. I feel these 401(k) employee
trustees at Horizon should exclude employees who serve as elected union
leaders. They might have conflicts of interest that would prevent them from
serving on behalf of all, such as non-unionized workers.

HACECA is currently assisting shareholders in writing a half-dozen
shareholder proposals. This is one being considered if management doesn't act
accordingly. Why should institutional shareholders care about retirement plan
trustees? We're not sure; we'd like to find out. Post-Enron, one groundswell
of reform appears to be that shareholders want management to run the business
much more democratically where appropriate. Did you read this recent press
release?

Fund Giant Vanguard Gets Tougher With Companies

New York, NY, United States  The Vanguard Group, the mutual fund giant
currently managing USD550 billion in assets, this week released a letter that
Chairman Jack Brennan sent to hundreds of companies on August 16, 2002.
Brennan's missive outlined Vanguard's new guidelines on how it will vote on
issues submitted to shareholders for approval. Vanguard's past guidelines
stipulated that it would generally support management's slate of directors,
but its revamped guidelines indicate that it will vote only in favor of
boards with a majority of independent directors. Vanguard will also withhold
votes for non-independent directors serving on audit, compensation or
nominating committees. Votes will be withheld for compensation committee
members who approve excessive compensation packages or propose stock option
plans that dilute existing stock values. In addition, Vanguard will vote
against any compensation plan it considers structurally flawed or excessively
generous. The companies who received Brennan's letter are those in which
Vanguard holds an interest of 3% or more. For the full text of the letter and
Vanguard's updated proxy voting guidelines, visit Vanguard's website
http://institutional.vanguard.com/. Reuters, August 22, 2002; Business Week,
August 23, 2002

Vanguard Group owns 9.6 percent of AAG stock. We believe that they want to
take a much more active role in overseeing their investment, as do many
employees. We think this proper, appropriate and how business will be
conducted in the future.

Sincerely,

Steve Nieman, President

________________________________________________
August 23, 2002

HORIZON/ALASKA CUSTOMER/EMPLOYEE CO-OWNERSHIP ASSOCIATION, INC. HACECA, Inc.
PO Box 602 Brush Prairie, WA 98606 (360) 687-3187 www.eahsop.org email:
haceca@attbi.com

Mr. Keith Loveless, Corporate Secretary and Associate General Counsel Alaska
Air Group, Inc. PO Box 68947 Seattle, WA 98618

Dear Mr. Loveless:

Formed in 1998, HACECA Inc., composed of concerned employees, customers and
investors of Alaska Airlines and Horizon Air, has decided to respond
positively to requests that it assist in filing shareholder proposals as well
as exercising other shareholder rights. In this post-Enron environment, we
feel positive and constructive changes must be made in corporate governance.
Failure to address these reforms threatens the economic viability of both
airlines.

This letter is to inform you that these actions will be prepared in full
compliance with all legal requirements. HACECA is prepared to work with
various institutional, employee and independent shareholders to insure that
these issues be included in the company's 2003 Proxy Statement.

In addition, HACECA will assist in the forwarding of names of qualified
individuals to the board's Nominating Committee. We are prepared to assist in
a contested election in a direct appeal to shareholders on behalf of these
nominees.

Myself and Richard D. Foley, a board member of HACECA, wish to meet with the
AAG board at its convenience to discuss these matters. It has been proven
that shareholder activism increases real equity in companies. Asserting
ownership rights is guaranteed in this great land of America. We desire to
accomplish our goals in a constructive manner that will benefit all true
stakeholders of the AAG.

I respectfully request that this letter be distributed to members of the
board. Please also distribute this letter to executives of your choice.
Looking forward to hearing from you.

Sincerely,

Steve Nieman, President