ALASKA AIR GROUP, INC.

ARTICLE 5. INCORPORATOR RESERVED

The name and mailing address of the incorporator is:

Jan David Blais

19300 Pacific Highway South Seattle, Washington 98188

ARTICLE 6. DIRECTORS

The Board of Directors shall be composed of no less than nine and no more than fifteen Directors, the specific number to be set by resolution of the Board of Directors; provided, that the Board of Directors may be less than nine until vacancies are filled. The number of Directors of the corporation shall be fixed from time to time by or pursuant to the By-Laws. Each Directorwho is serving as a Director on the date of this Restated Certificate of Incorporation and who was elected or appointed after May 16, 2006 shall hold office until the next annual meeting of stockholders and until a successor has been elected and qualified, subject to prior death, disability, resignation, retirement, disqualification or removal from office. Directors elected prior to or on May 16, 2006, including those elected at the 2006 Annual Meeting, shall continue to hold office until the expiration of the three-year terms for which they were elected, subject to prior death, disability, resignation, retirement, disqualification or removal from office. Any individual person elected to a newly-created director position or anyindividual person elected to fill a vacancy shall serve until the next annual meeting and until a successor has been elected and qualified, subject to prior death, disability, resignation, retirement, disqualification or removal from office. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

ARTICLE 7. BOARD OF DIRECTORS RESERVED

The names and mailing addresses of the individuals who are to serve as Directors until the annual meeting of stockholders at which their term expires or until their successors are elected and qualify are:

Name Mailing Address

William S. Ayer 19300 International Boulevard Seattle, Washington 98188

Patricia M. Bedient 19300 International Boulevard Seattle, Washington 98188

Phyllis J. Campbell 19300 International Boulevard Seattle, Washington 98188

Mark R. Hamilton 19300 International Boulevard Seattle, Washington 98188

Bruce R. Kennedy 19300 International Boulevard Seattle, Washington 98188

Jessie J. Knight, Jr. 19300 International Boulevard Seattle, Washington 98188

R. Marc Langland 19300 International Boulevard Seattle, Washington 98188

Dennis F. Madsen 19300 International Boulevard Seattle, Washington 98188

Byron I. Mallott 19300 International Boulevard Seattle, Washington 98188

John V. Rindlaub 19300 International Boulevard Seattle, Washington 98188

J. Kenneth Thompson 19300 International Boulevard Seattle, Washington 98188

Richard A. Wien 19300 International Boulevard Seattle, Washington 98188

ARTICLE 10. LIMITATION OF DIRECTORAND OFFICER LIABILITY

To thefull fullest extent that the Delaware General Corporation Law(the “DGCL”), as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directorsor officers, a Directoror Officer of the corporation shall not be liable to the corporation or its stockholders for monetary damages forconduct breach of fiduciary duty as a Directoror Officer. Any amendment to or repeal of this Article 10 shall not adversely affect any right or protection of a Directoror Officer of the corporation for or with respect to any acts or omissions of such Directoror Officer occurring prior to such amendment or repeal.