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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q

(Mark One)
 	 	
(X) 	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended September 30, 2004.
OR
 	 	
(  ) 	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from _____ to ______

Commission file number 1-8957

ALASKA AIR GROUP, INC.
(Exact name of registrant as specified in its charter)
 	 	 	
Delaware	 	91-1292054	
(State or other jurisdiction of	 	(I.R.S. Employer	
incorporation or organization)	 	Identification No.)	
19300 Pacific Highway South, Seattle, Washington 98188
(Address of principal executive offices)

Registrant’s telephone number, including area code: (206) 392-5040

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ( X ) No (  )

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes (X) No (  )

APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     The registrant has 26,886,515 common shares, par value $1.00, outstanding at September 30, 2004.

TABLE OF CONTENTS
 	 	 	 	 	 	 	 	 	
 	 	PART I. FINANCIAL INFORMATION	 	 	 	 	 	 	
Item 1.	 	Condensed Consolidated Financial Statements	 	 	 	 	 	 	
Item 2.	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	 	 	 	 	 	
Item 3.	 	Quantitative and Qualitative Disclosures About Market Risk	 	 	 	 	 	 	
Item 4.	 	Controls and Procedures	 	 	 	 	 	 	
 	 	PART II. OTHER INFORMATION	 	 	 	 	 	 	
Item 1.	 	Legal Proceedings	 	 	 	 	 	 	
Item 2.	 	Unregistered Sales of Equity Securities and Use of Proceeds	 	 	 	 	 	 	
Item 3.	 	Default on Senior Securities	 	 	 	 	 	 	
Item 4.	 	Submission of Matters to a Vote of Security Holders	 	 	 	 	 	 	
Item 5.	 	Other Information	 	 	 	 	 	 	
Signatures	 	 	 	 	 	 	 	 	
Exhibits	 	 	 	 	 	 	 	 	
 EXHIBIT 4.1	
 EXHIBIT 10.19	
 EXHIBIT 31.1	
 EXHIBIT 31.2	
 EXHIBIT 32.1	
 EXHIBIT 32.2	

Cautionary Note regarding Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements that relate to future events of our future financial performance and involve a number of risks and uncertainties. These forward-looking statements are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In some cases, you can identify forward-looking statements by terminology such as “forecast,” “may,” “will,” “could,” “should,” “expect,” “plan,” “believe,” “potential” or other similar words indicating future events or contingencies. Some of the things that could cause our actual results to differ from our expectations are: changes in our operating costs including fuel; the competitive environment and other trends in our industry; economic conditions; our reliance on automated systems; actual or threatened terrorist attacks, global instability and potential U.S. military involvement; our ability to meet our cost reduction goals; the outcome of contract talks with the Air Line Pilots Association, whether as a result of negotiations or binding arbitration; labor disputes; changes in laws and regulations; liability and other claims asserted against us; failure to expand our business; interest rates and the availability of financing; our ability to attract and retain qualified personnel; changes in our business plans; our significant indebtedness; downgrades of our credit ratings; and inflation. For a discussion of these and other risk factors, review the information under the caption “Business — Business Risks” in Item 1 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2003. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed therein. Our forward-looking statements are based on the information currently available to us and speak only as of the date of this report. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report to conform them to actual results. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and materially adverse.

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PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
Alaska Air Group, Inc.

ASSETS
 	 	 	 	 	 	 	 	 	
 	 	December 31,	 	September 30,	
(In Millions)

	 	2003

	 	2004

	
Current Assets	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	192.9	 	 	$	222.9	 	
Marketable securities	 	 	619.4	 	 	 	655.6	 	
Receivables - net	 	 	120.7	 	 	 	120.5	 	
Inventories and supplies — net	 	 	45.8	 	 	 	47.4	 	
Deferred income taxes	 	 	90.6	 	 	 	75.3	 	
Prepaid expenses and other current assets	 	 	78.9	 	 	 	169.5	 	

 	 	 	 	

 	 	
Total Current Assets	 	 	1,148.3	 	 	 	1,291.2	 	

 	 	 	 	

 	 	
Property and Equipment	 	 	 	 	 	 	 	 	
Flight equipment	 	 	2,327.6	 	 	 	2,287.0	 	
Other property and equipment	 	 	464.2	 	 	 	466.9	 	
Deposits for future flight equipment	 	 	78.1	 	 	 	61.8	 	

 	 	 	 	

 	 	
 	 	 	2,869.9	 	 	 	2,815.7	 	
Less accumulated depreciation and amortization	 	 	920.7	 	 	 	898.6	 	

 	 	 	 	

 	 	
Total Property and Equipment — Net	 	 	1,949.2	 	 	 	1,917.1	 	

 	 	 	 	

 	 	
Intangible Assets	 	 	45.6	 	 	 	44.6	 	

 	 	 	 	

 	 	
Other Assets	 	 	116.1	 	 	 	156.2	 	

 	 	 	 	

 	 	
Total Assets	 	$	3,259.2	 	 	$	3,409.1	 	

 	 	 	 	

 	 	
See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
Alaska Air Group, Inc.

LIABILITIES AND SHAREHOLDERS’ EQUITY
 	 	 	 	 	 	 	 	 	
 	 	December 31,	 	September 30,	
(In Millions)

	 	2003

	 	2004

	
Current Liabilities	 	 	 	 	 	 	 	 	
Accounts payable	 	$	132.9	 	 	$	139.3	 	
Accrued aircraft rent	 	 	75.6	 	 	 	71.6	 	
Accrued wages, vacation and payroll taxes	 	 	92.7	 	 	 	121.5	 	
Other accrued liabilities	 	 	271.8	 	 	 	290.6	 	
Air traffic liability	 	 	237.7	 	 	 	279.9	 	
Current portion of long-term debt and capital lease obligations	 	 	206.7	 	 	 	52.1	 	

 	 	 	 	

 	 	
Total Current Liabilities	 	 	1,017.4	 	 	 	955.0	 	

 	 	 	 	

 	 	
Long-Term Debt and Capital Lease Obligations	 	 	906.9	 	 	 	1,007.6	 	

 	 	 	 	

 	 	
Other Liabilities and Credits	 	 	 	 	 	 	 	 	
Deferred income taxes	 	 	192.0	 	 	 	208.3	 	
Deferred revenue	 	 	252.4	 	 	 	291.2	 	
Other liabilities	 	 	216.3	 	 	 	233.4	 	

 	 	 	 	

 	 	
 	 	 	660.7	 	 	 	732.9	 	

 	 	 	 	

 	 	
Commitments and Contingencies	 	 	 	 	 	 	 	 	
Shareholders’ Equity	 	 	 	 	 	 	 	 	
Preferred stock, $1 par value	 	 	 	 	 	 	 	 	
Authorized: 5,000,000 shares	 	 	—	 	 	 	—	 	
Common stock, $1 par value	 	 	 	 	 	 	 	 	
Authorized: 100,000,000 shares
	 	 	 	 	 	 	 	 	
Issued: 2003 - 29,474,919 shares	 	 	 	 	 	 	 	 	
2004 - 29,593,158 shares	 	 	29.5	 	 	 	29.6	 	
Capital in excess of par value	 	 	486.3	 	 	 	488.4	 	
Treasury stock, at cost: 2003 - 2,712,979 shares	 	 	 	 	 	 	 	 	
2004 - 2,706,643 shares	 	 	(61.9	)	 	 	(61.8	)	
Accumulated other comprehensive income (loss)	 	 	(79.0	)	 	 	(76.7	)	
Retained earnings	 	 	299.3	 	 	 	334.1	 	

 	 	 	 	

 	 	
 	 	 	674.2	 	 	 	713.6	 	

 	 	 	 	

 	 	
Total Liabilities and Shareholders’ Equity	 	$	3,259.2	 	 	$	3,409.1	 	

 	 	 	 	

 	 	
See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Alaska Air Group, Inc.
 	 	 	 	 	 	 	 	 	
Three Months Ended September 30	 	 	 	 	
(In Millions Except Per Share Amounts)

	 	2003

	 	2004

	
 	 	Revised (See Note 13)	 	 	 	 	
Operating Revenues	 	 	 	 	 	 	 	 	
Passenger	 	$	645.8	 	 	$	706.0	 	
Freight and mail	 	 	22.6	 	 	 	25.5	 	
Other — net	 	 	33.8	 	 	 	42.3	 	

 	 	 	 	

 	 	
Total Operating Revenues	 	 	702.2	 	 	 	773.8	 	

 	 	 	 	

 	 	
Operating Expenses	 	 	 	 	 	 	 	 	
Wages and benefits	 	 	237.9	 	 	 	247.0	 	
Contracted services	 	 	24.4	 	 	 	21.2	 	
Aircraft fuel	 	 	96.8	 	 	 	148.4	 	
Aircraft maintenance	 	 	42.4	 	 	 	37.0	 	
Aircraft rent	 	 	49.2	 	 	 	46.7	 	
Food and beverage service	 	 	17.6	 	 	 	14.3	 	
Other selling expenses and commissions	 	 	36.1	 	 	 	37.5	 	
Depreciation and amortization	 	 	32.7	 	 	 	35.7	 	
Loss (gain) on sale of assets	 	 	0.1	 	 	 	(2.8	)	
Landing fees and other rentals	 	 	43.3	 	 	 	48.0	 	
Other	 	 	45.0	 	 	 	48.1	 	
Restructuring charges	 	 	—	 	 	 	27.5	 	

 	 	 	 	

 	 	
Total Operating Expenses	 	 	625.5	 	 	 	708.6	 	

 	 	 	 	

 	 	
Operating Income	 	 	76.7	 	 	 	65.2	 	

 	 	 	 	

 	 	
Nonoperating Income (Expense)	 	 	 	 	 	 	 	 	
Interest income	 	 	5.5	 	 	 	7.9	 	
Interest expense	 	 	(13.3	)	 	 	(13.6	)	
Interest capitalized	 	 	0.4	 	 	 	0.5	 	
Other — net	 	 	(1.1	)	 	 	67.6	 	

 	 	 	 	

 	 	
 	 	 	(8.5	)	 	 	62.4	 	

 	 	 	 	

 	 	
Income before income tax	 	 	68.2	 	 	 	127.6	 	
Income tax expense	 	 	27.5	 	 	 	48.4	 	

 	 	 	 	

 	 	
Net Income	 	$	40.7	 	 	$	79.2	 	

 	 	 	 	

 	 	
Basic Earnings Per Share	 	$	1.53	 	 	$	2.95	 	

 	 	 	 	

 	 	
Diluted Earnings Per Share	 	$	1.52	 	 	$	2.94	 	

 	 	 	 	

 	 	
Shares used for computation:	 	 	 	 	 	 	 	 	
Basic	 	 	26.660	 	 	 	26.862	 	
Diluted	 	 	26.796	 	 	 	26.932	 	
See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Alaska Air Group, Inc.
 	 	 	 	 	 	 	 	 	
Nine Months Ended September 30	 	 	 	 	
(In Millions Except Per Share Amounts)

	 	2003

	 	2004

	
 	 	Revised (See Note 13)	 	 	 	 	
Operating Revenues	 	 	 	 	 	 	 	 	
Passenger	 	$	1,678.2	 	 	$	1,896.7	 	
Freight and mail	 	 	63.6	 	 	 	68.3	 	
Other - net	 	 	89.7	 	 	 	105.9	 	

 	 	 	 	

 	 	
Total Operating Revenues	 	 	1,831.5	 	 	 	2,070.9	 	

 	 	 	 	

 	 	
Operating Expenses	 	 	 	 	 	 	 	 	
Wages and benefits	 	 	697.5	 	 	 	733.9	 	
Contracted services	 	 	74.5	 	 	 	81.7	 	
Aircraft fuel	 	 	270.5	 	 	 	384.8	 	
Aircraft maintenance	 	 	140.2	 	 	 	137.9	 	
Aircraft rent	 	 	146.1	 	 	 	141.5	 	
Food and beverage service	 	 	46.6	 	 	 	39.5	 	
Other selling expenses and commissions	 	 	99.1	 	 	 	111.5	 	
Depreciation and amortization	 	 	98.2	 	 	 	105.8	 	
Loss (gain) on sale of assets	 	 	0.2	 	 	 	(1.4	)	
Landing fees and other rentals	 	 	120.6	 	 	 	136.2	 	
Other	 	 	139.3	 	 	 	146.3	 	
Restructuring charges	 	 	—	 	 	 	27.5	 	
Impairment of aircraft and spare engines	 	 	—	 	 	 	39.6	 	

 	 	 	 	

 	 	
Total Operating Expenses	 	 	1,832.8	 	 	 	2,084.8	 	

 	 	 	 	

 	 	
Operating Loss	 	 	(1.3	)	 	 	(13.9	)	

 	 	 	 	

 	 	
Nonoperating Income (Expense)	 	 	 	 	 	 	 	 	
Interest income	 	 	11.5	 	 	 	18.6	 	
Interest expense	 	 	(38.6	)	 	 	(38.9	)	
Interest capitalized	 	 	1.9	 	 	 	1.1	 	
U.S. government compensation	 	 	71.4	 	 	 	—	 	
Other — net	 	 	8.2	 	 	 	93.8	 	

 	 	 	 	

 	 	
 	 	 	54.4	 	 	 	74.6	 	

 	 	 	 	

 	 	
Income before income tax	 	 	53.1	 	 	 	60.7	 	
Income tax expense	 	 	23.5	 	 	 	25.9	 	

 	 	 	 	

 	 	
Net Income	 	$	29.6	 	 	$	34.8	 	

 	 	 	 	

 	 	
Basic Earnings Per Share	 	$	1.11	 	 	$	1.30	 	

 	 	 	 	

 	 	
Diluted Earnings Per Share	 	$	1.11	 	 	$	1.29	 	

 	 	 	 	

 	 	
Shares used for computation:	 	 	 	 	 	 	 	 	
Basic	 	 	26.621	 	 	 	26.820	 	
Diluted	 	 	26.680	 	 	 	26.922	 	
See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (unaudited)
Alaska Air Group, Inc.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	
 	 	Common	 	 	 	 	 	Capital in	 	Treasury	 	Other	 	 	 	 	
 	 	Shares	 	Common	 	Excess of	 	Stock,	 	Comprehensive	 	Retained	 	 	
(In Millions)

	 	Outstanding

	 	Stock

	 	Par Value

	 	at Cost

	 	Income (Loss)

	 	Earnings

	 	Total

	
Balances at December 31, 2003:	 	 	26.762	 	 	$	29.5	 	 	$	486.3	 	 	$	(61.9	)	 	$	(79.0	)	 	$	299.3	 	 	$	674.2	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Net income for the nine months ended September 30, 2004	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	34.8	 	 	 	34.8	 	
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Officers supplemental retirement plan net of $0.4 tax benefit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.7	 	 	 	 	 	 	 	0.7	 	
Related to marketable securities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in fair value	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(3.5	)	 	 	 	 	 	 	 	 	
Reclassification to earnings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.5	 	 	 	 	 	 	 	 	 	
Income tax effect	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1.1	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1.9	)	 	 	 	 	 	 	(1.9	)	

 	 	 	 	 	 	 	 	 	 	
Related to fuel hedges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in fair value	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	18.1	 	 	 	 	 	 	 	 	 	
Reclassification to earnings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(12.5	)	 	 	 	 	 	 	 	 	
Income tax effect	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(2.1	)	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3.5	 	 	 	 	 	 	 	3.5	 	

 	 	 	 	 	 	 	 	

 	 	
Total comprehensive loss	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	37.1	 	
Treasury stock sales	 	 	0.007	 	 	 	—	 	 	 	—	 	 	 	0.1	 	 	 	 	 	 	 	 	 	 	 	0.1	 	
Stock issued for employee stock purchase plan	 	 	0.103	 	 	 	0.1	 	 	 	1.8	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	1.9	 	
Stock issued under stock plans	 	 	0.015	 	 	 	—	 	 	 	0.3	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.3	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Balances at September 30, 2004	 	 	26.887	 	 	$	29.6	 	 	$	488.4	 	 	$	(61.8	)	 	$	(76.7	)	 	$	334.1	 	 	$	713.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Alaska Air Group, Inc.
 	 	 	 	 	 	 	 	 	
Nine Months Ended September 30 (In Millions)

	 	2003

	 	2004

	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
Net income	 	$	29.6	 	 	$	34.8	 	
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	
Impairment of aircraft and spare engines	 	 	—	 	 	 	39.6	 	
Depreciation and amortization	 	 	98.2	 	 	 	105.8	 	
Amortization of airframe and engine overhauls	 	 	47.8	 	 	 	48.3	 	
Changes in fair values of fuel hedges	 	 	1.8	 	 	 	(80.4	)	
Loss (gain) on sale of assets	 	 	0.1	 	 	 	(1.4	)	
Increase in deferred income taxes	 	 	23.6	 	 	 	31.6	 	
(Increase) decrease in receivables - net	 	 	(16.3	)	 	 	0.2	 	
Increase in prepaid expenses and other current assets	 	 	(1.6	)	 	 	(13.8	)	
Increase in air traffic liability	 	 	54.2	 	 	 	42.2	 	
Increase in other current liabilities	 	 	22.0	 	 	 	50.5	 	
Increase in deferred revenue and other-net	 	 	13.1	 	 	 	26.1	 	

 	 	 	 	

 	 	
Net cash provided by operating activities	 	 	272.5	 	 	 	283.5	 	

 	 	 	 	

 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	
Proceeds from disposition of assets	 	 	3.1	 	 	 	11.1	 	
Purchases of marketable securities	 	 	(695.2	)	 	 	(637.9	)	
Sales and maturities of marketable securities	 	 	535.3	 	 	 	598.7	 	
Property and equipment additions:	 	 	 	 	 	 	 	 	
Aircraft purchase deposits	 	 	(35.3	)	 	 	(10.3	)	
Capitalized overhauls	 	 	(56.1	)	 	 	(44.1	)	
Aircraft	 	 	(194.4	)	 	 	(41.7	)	
Other flight equipment	 	 	(12.1	)	 	 	(22.0	)	
Other property	 	 	(22.8	)	 	 	(25.7	)	
Aircraft deposits returned	 	 	1.2	 	 	 	19.2	 	
Restricted deposits and other	 	 	(32.3	)	 	 	(4.5	)	

 	 	 	 	

 	 	
Net cash used in investing activities	 	 	(508.6	)	 	 	(157.2	)	

 	 	 	 	

 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	
Proceeds from issuance of long-term debt, net	 	 	247.0	 	 	 	94.6	 	
Long-term debt and capital lease payments	 	 	(60.3	)	 	 	(193.2	)	
Proceeds from issuance of common stock	 	 	2.1	 	 	 	2.3	 	

 	 	 	 	

 	 	
Net cash provided by (used in) financing activities	 	 	188.8	 	 	 	(96.3	)	

 	 	 	 	

 	 	
Net change in cash and cash equivalents	 	 	(47.3	)	 	 	30.0	 	
Cash and cash equivalents at beginning of period	 	 	269.0	 	 	 	192.9	 	

 	 	 	 	

 	 	
Cash and cash equivalents at end of period	 	$	221.7	 	 	$	222.9	 	

 	 	 	 	

 	 	
Supplemental disclosure of cash paid (refunded) during the period for:	 	 	 	 	 	 	 	 	
Interest (net of amount capitalized)	 	$	31.1	 	 	$	34.8	 	
Income taxes	 	 	(0.1	)	 	 	(39.6	)	
Noncash investing and financing activities:	 	 	 	 	 	 	 	 	
Assets acquired under long-term debt	 	 	—	 	 	 	44.7	 	
See accompanying notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Alaska Air Group, Inc.

Note 1. Basis of Presentation and Significant Accounting Policies

Organization and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Alaska Air Group, Inc. (Air Group or the Company) include the accounts of the parent company, Alaska Air Group, Inc., and its principal subsidiaries, Alaska Airlines, Inc. (Alaska) and Horizon Air Industries, Inc. (Horizon), through which the Company conducts substantially all of its operations. These interim condensed consolidated financial statements are unaudited and should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2003. In the opinion of management, all adjustments have been made which are necessary to present fairly the Company’s financial position as of September 30, 2004, as well as the results of operations for the three and nine months ended September 30, 2003 and 2004. The adjustments made were of a normal recurring nature.

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). In preparing these condensed consolidated financial statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities, as well as the reported amounts of revenues and expenses. Significant estimates made include assumptions used to record liabilities, expenses and revenues associated with the Company’s Mileage Plan, lease return provisions, the fair market value of surplus or impaired aircraft, engines and parts, assumptions used in the calculation of pension expense in the Company’s defined benefit plans and the amounts of certain accrued liabilities. Actual results may differ from the Company’s estimates.

Stock Options

The Company has awards outstanding under five long-term incentive equity plans, one of which continues to provide for the grant of stock options to purchase Air Group common stock at market prices on the date of the grant to officers and employees of Air Group and its subsidiaries. The Company applies the intrinsic value method in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations, in accounting for stock options. Accordingly, no compensation cost has been recognized for these plans as the exercise price of options equals the fair market value on the date of grant.

The following table represents the effect on net income and earnings per share if the Company had applied the fair value based method and recognition provisions of Statement on Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” to its stock-based employee compensation (in millions, except per share amounts):

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 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,	 	September 30,	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Net income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
As reported	 	$	40.7	 	 	$	79.2	 	 	$	29.6	 	 	$	34.8	 	
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects	 	 	(1.4	)	 	 	(1.1	)	 	 	(4.6	)	 	 	(3.4	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Pro forma net income	 	$	39.3	 	 	$	78.1	 	 	$	25.0	 	 	$	31.4	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Basic earnings per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
As reported	 	$	1.53	 	 	$	2.95	 	 	$	1.11	 	 	$	1.30	 	
Pro forma	 	 	1.47	 	 	 	2.91	 	 	 	0.94	 	 	 	1.17	 	
Diluted earnings per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
As reported	 	$	1.52	 	 	$	2.94	 	 	$	1.11	 	 	$	1.29	 	
Pro forma	 	 	1.47	 	 	 	2.90	 	 	 	0.94	 	 	 	1.17	 	
Note 2. Restructuring Charges

During the third quarter of 2004, the Company announced a management reorganization and the closure of its Oakland maintenance base, contracting out of the Company’s Fleet Service, Ground Equipment and Facility maintenance functions and other initiatives. In total, these restructuring activities are expected to result in a reduction of approximately 900 employees when fully implemented in 2005. Severance and related costs associated with this restructuring are estimated at $50-$55 million, of which $27.5 million was recorded during the third quarter of 2004 and $23 to $27 million will be recorded in the fourth quarter. The Company is also currently evaluating any possible asset impairment that may result from the announced initiatives. Any impairment charge would be in addition to the severance estimates above.

The following table displays the activity and balances of the restructuring charges for the three and nine months ended September 30, 2004. There were no restructuring charges during the same period of 2003 ($ in millions):
 	 	 	 	 	
Severance and Related Costs

	 	 	 	 	
Balance at December 31, 2003	 	$	—	 	
Restructuring charges	 	 	27.5	 	
Cash payments*	 	 	(1.2	)	

 	 	
Balance at September 30, 2004	 	$	26.3	 	

 	 	
* The Company expects the majority of cash payments will be made during the first and second quarters of 2005.

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Note 3. Impairment of Aircraft and Related Spare Engines

Impairment of 737-200C Aircraft

In June 2004, the Company’s Board approved a plan to accelerate the retirement of its Boeing 737-200C fleet and remove those aircraft from service (by the end of 2007) earlier than initially planned. In July 2004, the Company announced its plan to replace these aircraft by modifying five existing 737-400 aircraft and using other existing 737-400 aircraft for the remaining passenger capacity. Four of the five modified airplanes will be converted into combination passenger/cargo aircraft and one will be converted to an all cargo aircraft. The Company expects to backfill the 737-400s with Boeing 737-800s to be delivered in 2005 and 2006.

As a result of this decision, the Company evaluated impairment as required by SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” and concluded that the carrying value of the 737-200C fleet was no longer recoverable when compared to the estimated remaining future cash flows. Accordingly, during the second quarter of 2004, the Company recorded an impairment charge totaling $36.8 million (pretax) to write down the fleet to its estimated fair market value.

The estimated fair value of the Company’s aircraft was derived using third-party appraisals and market data compiled by an independent pricing authority, and adjusted for other factors that management deemed appropriate. In conjunction with the fair value determination, the Company has reassessed the useful lives and residual values of the fleet and related spare equipment and will depreciate the remaining carrying values through 2007 when the last aircraft will be retired.

Impairment of F-28 Aircraft and Related Spare Engines

During the first and second quarters of 2004, Horizon recorded impairment charges of $2.4 million and $0.4 million, respectively, associated with its F-28 aircraft and spare engines to lower the carrying value of these assets to their estimated net realizable value.

Note 4. Derivative Financial Instruments

The Company’s operations are inherently dependent upon the price and availability of aircraft fuel, which accounted for 15% and 19% of year-to-date 2003 and 2004 operating expenses (excluding impairment and restructuring charges), respectively. To manage economic risks associated with fluctuations in aircraft fuel prices, the Company enters into swap agreements and call options for crude oil. Prior to the second quarter of 2004, these hedging contracts were “highly correlated” to changes in aircraft fuel prices, and therefore qualified as “cash flow hedges” under SFAS No. 133 whereby the majority of the changes in fair value were deferred in Accumulated Other Comprehensive Income on the Company’s Balance Sheet until these hedge positions were settled at which point they were recognized in earnings.

The Company’s current fuel hedge program includes the same underlying commodities used historically. However, because of variations in the spread between the prices of crude oil and jet fuel since April 1, 2004, the Company’s hedge contracts are no longer “highly correlated” to changes in prices of aircraft fuel, as defined in SFAS No. 133. The impacts on the Company’s reported results are as follows:

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 	•	 	All changes in the fair value of fuel hedge contracts that existed as of March 31, 2004 or hedge positions entered into subsequent to March 31, 2004 (the end of the first quarter of 2004) are reported in other non-operating income (expense).	 	
 	
 	•	 	Because the Company will be recording fair value changes in its consolidated statement of operations as they occur (in non-operating income (expense)), actual gains or losses realized upon settlement of the hedge contracts entered into subsequent to March 31, 2004 will not be reflected in fuel expense.	 	
 	
 	•	 	Reported fuel expense will include the effective portion of gains associated with hedge positions that settled during the current period on contracts that existed at March 31, 2004 to the extent that mark-to-market gains were already included in Accumulated Other Comprehensive Income at March 31, 2004.	 	
The following table summarizes realized fuel hedging gains and changes in fair value of hedging contracts outstanding as of September 30, 2004 and 2003 (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,	 	September 30,	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Settled hedging gains included in aircraft fuel	 	$	5.1	 	 	$	4.0	 	 	$	16.5	 	 	$	12.5	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Settled hedging gains (losses) included In non-operating income (expense)***	 	$	(0.8	)	 	$	9.7	 	 	$	4.3	 	 	$	13.3	 	
Mark-to-market hedging gains included in non-operating income (expense)**	 	$	—	 	 	$	57.2	 	 	$	—	 	 	$	80.0	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Hedging gains included in non-operating income (expense)*	 	$	(0.8	)	 	$	66.9	 	 	$	4.3	 	 	$	93.3	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
* Includes the ineffective portion recorded currently in earnings using “hedge accounting” through the first quarter of 2004.

** Includes changes in fair value since March 31, 2004 resulting from the loss of “hedge accounting”.

*** 2003 includes the ineffective portion of fair market value changes under “hedge accounting”.

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Fuel hedge positions entered into by Alaska and Horizon are currently as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Approximate % of	 	 	 	 	
 	 	Expected Fuel	 	Gallons Hedged	 	Approximate Crude	
 	 	Requirements

	 	(in millions)

	 	Oil Price per Barrel

	
Fourth Quarter 2004	 	 	50	%	 	 	49.0	 	 	$	30.39	 	
First Quarter 2005	 	 	50	%	 	 	49.3	 	 	$	29.86	 	
Second Quarter 2005	 	 	50	%	 	 	51.9	 	 	$	28.97	 	
Third Quarter 2005	 	 	50	%	 	 	55.7	 	 	$	28.81	 	
Fourth Quarter 2005	 	 	50	%	 	 	50.4	 	 	$	31.85	 	
First Quarter 2006	 	 	40	%	 	 	40.7	 	 	$	33.22	 	
Second Quarter 2006	 	 	30	%	 	 	32.1	 	 	$	34.41	 	
Third Quarter 2006	 	 	20	%	 	 	22.9	 	 	$	36.05	 	
Fourth Quarter 2006	 	 	10	%	 	 	10.4	 	 	$	37.28	 	
First Quarter 2007	 	 	5	%	 	 	5.2	 	 	$	35.75	 	
Second Quarter 2007	 	 	5	%	 	 	5.5	 	 	$	35.48	 	
Third Quarter 2007	 	 	5	%	 	 	5.9	 	 	$	35.23	 	
As of December 31, 2003 and September 30, 2004, the fair values of the Company’s fuel hedge positions were $18.4 million and $117.0 million, respectively, and are presented in the consolidated balance sheets as follows (in millions):
 	 	 	 	 	 	 	 	 	
 	 	December 31, 2003

	 	September 30, 2004

	
Prepaid expenses and other current assets	 	$	12.0	 	 	$	81.6	 	
Other assets	 	 	6.4	 	 	 	35.4	 	

 	 	 	 	

 	 	
 	 	$	18.4	 	 	$	117.0	 	

 	 	 	 	

 	 	
Note 5. Other Assets

At December 31, 2003 and September 30, 2004, other assets consisted of the following (in millions):
 	 	 	 	 	 	 	 	 	
 	 	December 31, 2003

	 	September 30, 2004

	
Restricted deposits (primarily restricted investments)	 	$	70.8	 	 	$	80.8	 	
Derivative financial instruments (fuel hedges)	 	 	6.4	 	 	 	35.4	 	
Deferred costs and other	 	 	27.7	 	 	 	34.5	 	
Restricted cash for senior convertible notes	 	 	11.2	 	 	 	5.5	 	

 	 	 	 	

 	 	
 	 	$	116.1	 	 	$	156.2	 	

 	 	 	 	

 	 	
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Note 6. Frequent Flyer Program

Alaska’s Mileage Plan liabilities are included under the following balance sheet captions (in millions):
 	 	 	 	 	 	 	 	 	
 	 	December 31, 2003

	 	September 30, 2004

	
Current Liabilities:	 	 	 	 	 	 	 	 	
Other accrued liabilities	 	$	112.9	 	 	$	121.1	 	
Other Liabilities and Credits (non-current):	 	 	 	 	 	 	 	 	
Deferred revenue	 	 	204.5	 	 	 	238.4	 	
Other liabilities	 	 	18.6	 	 	 	19.7	 	

 	 	 	 	

 	 	
Total	 	$	336.0	 	 	$	379.2	 	

 	 	 	 	

 	 	
Note 7. Employee Benefit Plans

Pension Plans-Defined Benefit

Net pension expense for the three and nine months ended September 30 included the following components (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,	 	September 30,	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Service cost	 	$	11.1	 	 	$	13.5	 	 	$	33.3	 	 	$	40.9	 	
Interest cost	 	 	10.8	 	 	 	11.8	 	 	 	32.4	 	 	 	35.8	 	
Expected return on assets	 	 	(8.5	)	 	 	(10.9	)	 	 	(25.5	)	 	 	(32.3	)	
Amortization of prior service cost	 	 	1.3	 	 	 	1.1	 	 	 	3.9	 	 	 	3.7	 	
Actuarial loss	 	 	3.7	 	 	 	3.6	 	 	 	11.1	 	 	 	11.0	 	
SFAS No. 88 curtailment charge*	 	 	—	 	 	 	1.0	 	 	 	—	 	 	 	1.0	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Net pension expense	 	$	18.4	 	 	$	20.1	 	 	$	55.2	 	 	$	60.1	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
* In connection with the restructuring charge and reduction in force as discussed in Note 2, the Company recorded a curtailment charge pursuant to SFAS No. 88. This charge is estimated at $1.0 million and is included in restructuring charges in the the condensed consolidated financial statements.

The Company made $37.8 million in contributions to its defined benefit pension plans during the three and nine months ended September 30, 2003. The Company made $16.5 million and $49.4 million in contributions during the three and nine months ended September 30, 2004, respectively, and does not expect to make any additional contributions to these plans during the remainder of 2004.

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Pension Plans-Noncontributory

Net pension expense for the unfunded, noncontributory defined benefit plans for certain elected officers of the Company for the three and nine months ended September 30 included the following components (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,	 	September 30,	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Service cost	 	$	0.2	 	 	$	0.2	 	 	$	0.6	 	 	$	0.8	 	
Interest cost	 	 	0.5	 	 	 	0.4	 	 	 	1.5	 	 	 	1.4	 	
Actuarial loss	 	 	0.1	 	 	 	0.1	 	 	 	0.3	 	 	 	0.5	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Net pension expense	 	$	0.8	 	 	$	0.7	 	 	$	2.4	 	 	$	2.7	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Other Postretirement Benefits

Net periodic benefit cost for the postretirement medical plans for the three and nine months ended September 30 included the following components (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,	 	September 30,	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Service cost	 	$	0.9	 	 	$	0.6	 	 	$	2.7	 	 	$	3.0	 	
Interest cost	 	 	1.1	 	 	 	0.7	 	 	 	3.3	 	 	 	3.3	 	
Amortization of prior service cost	 	 	—	 	 	 	(0.1	)	 	 	—	 	 	 	(0.3	)	
Actuarial loss	 	 	0.4	 	 	 	0.4	 	 	 	1.2	 	 	 	1.8	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Net periodic benefit cost	 	$	2.4	 	 	$	1.6	 	 	$	7.2	 	 	$	7.8	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Note 8. Earnings Per Share

Earnings per share calculations were as follows (in millions except per share amounts). Stock options are included in the computation of diluted loss per share unless their impact is antidilutive. For the three months ended September 30, 2003 and 2004, options to purchase 2.4 million shares and 3.3 million shares of common stock, respectively, were excluded from the calculations. For the nine months ended September 30, 2003 and 2004, options to purchase 3.1 million shares and 3.2 million shares of common stock, respectively, were excluded from the calculations.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,	 	September 30,	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Basic	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	40.7	 	 	$	79.2	 	 	$	29.6	 	 	$	34.8	 	
Weighted average shares outstanding	 	 	26.660	 	 	 	26.862	 	 	 	26.621	 	 	 	26.820	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Earnings per share	 	$	1.53	 	 	$	2.95	 	 	$	1.11	 	 	$	1.30	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
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 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,	 	September 30,	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Diluted	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	40.7	 	 	$	79.2	 	 	$	29.6	 	 	$	34.8	 	
Weighted average shares outstanding	 	 	26.660	 	 	 	26.862	 	 	 	26.621	 	 	 	26.820	 	
Assumed exercise of stock options	 	 	.136	 	 	 	.070	 	 	 	.059	 	 	 	.102	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Diluted EPS shares	 	 	26.796	 	 	 	26.932	 	 	 	26.680	 	 	 	26.922	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Earnings per share	 	$	1.52	 	 	$	2.94	 	 	$	1.11	 	 	$	1.29	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Diluted shares also excludes the shares of common stock issuable upon conversion of the Company’s floating rate senior convertible notes due in 2023 (the Notes) issued on March 21, 2003, because the closing prices of Air Group’s common stock during the first, second and third quarters of 2003 and 2004 did not trigger the convertibility feature, their effect would have been antidilutive. Holders may not surrender the notes for conversion into shares of the Company’s common stock (or cash, at the election of the Company) unless the closing sale price of the Company’s common stock exceeds 110% of the accreted conversion price under the Notes for 20 days in the 30 trading-day period ending on the last day of the fiscal quarter. In addition, holders may require the Company to purchase all or a portion of their Notes, for a purchase price equal to principal plus accrued interest, on the 5th, 10th and 15th anniversaries of the issuance of the Notes, or upon the occurrence of a change of control or tax event. On September 30, 2004, we entered into the First Supplemental Indenture with respect to the Notes to rescind the Company’s right to pay for such a repurchase of the Notes at the option of the holders, in whole or in part, in shares of our common stock. Pursuant to the terms of the notes, as amended, any such repurchases shall be paid for in cash.

The Company may redeem all or a portion of the Notes in cash at any time on or after the third anniversary of the issuance of the Notes or if holders of the Notes require the Company to purchase the Notes.

For each $1,000 of original principal amount per Note, the conversion price through March 21, 2008 is equal to the original principal amount of the Notes, divided by 38.4615. At the date of issuance, the conversion price was equal to $26.00 per share and the conversion trigger price was equal to 110% of the conversion price, or $28.60 per share. After March 21, 2008, the conversion price and conversion trigger price increase based on the variable yield of the notes. Once the closing sale price of the Company’s common stock exceeds the conversion trigger price for the requisite period, the notes will be convertible at any time thereafter at the option of the holder, through maturity.

During the third quarter of 2004, the Emerging Issues Task Force (EITF) affirmed its tentative conclusion reached in July of 2004 on EITF Issue No. 04-08, “The Effect of Contingently Convertible Debt on Diluted EPS” (EITF 04-08). EITF 04-08 requires companies to include certain contingently convertible securities in the calculation of diluted EPS to the extent the inclusion of the shares would be dilutive. Adoption of EITF 04-08 is expected to be required during the fourth quarter of 2004 and will impact periods and comparative periods on a go foward basis. Because the Company’s convertible notes fall under the scope of EITF 04-08, beginning in the fourth quarter of 2004 and for all comparative periods presented, the Company expects to report a lower

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lower diluted EPS to the extent the convertible notes are not anti-dilutive. Had EITF 04-08 been required during the third quarter of 2003 and 2004, diluted EPS would include an additional 5.7 million shares and would have resulted in diluted EPS of $1.29 and $2.47 for the three months ended September 30, 2003 and 2004, respectively, and $1.00 and $1.20 per share for the nine months ended September 30, 2003 and 2004, respectively.

Note 9. Operating Segment Information

Operating segment information for Alaska and Horizon for the three and nine month periods ended September 30 was as follows (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,	 	September 30,	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Operating revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Alaska	 	$	585.3	 	 	$	641.2	 	 	$	1,522.9	 	 	$	1,710.1	 	
Horizon	 	 	132.7	 	 	 	139.3	 	 	 	342.3	 	 	 	374.3	 	
Elimination of intercompany revenues	 	 	(15.8	)	 	 	(6.7	)	 	 	(33.7	)	 	 	(13.5	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Consolidated	 	$	702.2	 	 	$	773.8	 	 	$	1,831.5	 	 	$	2,070.9	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Income (loss) before income tax:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Alaska	 	$	50.1	 	 	$	106.3	 	 	$	39.1	 	 	$	50.3	 	
Horizon	 	 	19.5	 	 	 	24.4	 	 	 	19.9	 	 	 	18.7	 	
Other*	 	 	(1.4	)	 	 	(3.1	)	 	 	(5.9	)	 	 	(8.3	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Consolidated	 	$	68.2	 	 	$	127.6	 	 	$	53.1	 	 	$	60.7	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Total assets at end of period:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Alaska	 	 	 	 	 	 	 	 	 	$	3,072.7	 	 	$	3,158.7	 	
Horizon	 	 	 	 	 	 	 	 	 	 	257.4	 	 	 	304.1	 	
Other*	 	 	 	 	 	 	 	 	 	 	911.1	 	 	 	887.4	 	
Elimination of intercompany accounts	 	 	 	 	 	 	 	 	 	 	(1,001.8	)	 	 	(941.1	)	

 	 	 	 	

 	 	
Consolidated	 	 	 	 	 	 	 	 	 	$	3,239.4	 	 	$	3,409.1	 	

 	 	 	 	

 	 	
* Includes the parent company, Alaska Air Group, Inc, including Alaska Air Group Leasing and investments in Alaska and Horizon, which are eliminated in consolidation.

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Note 10. Long-Term Debt and Capital Lease Obligations

At December 31, 2003, and September 30, 2004, long-term debt and capital lease obligations were as follows (in millions):
 	 	 	 	 	 	 	 	 	
 	 	December 31, 2003

	 	September 30, 2004

	
Fixed rate notes payable due through 2015	 	$	382.6	 	 	$	368.6	 	
Variable rate notes payable due through 2018	 	 	572.5	 	 	 	540.6	 	
Senior convertible notes due through 2023	 	 	150.0	 	 	 	150.0	 	

 	 	 	 	

 	 	
Long-term debt	 	 	1,105.1	 	 	 	1,059.2	 	
Capital lease obligations	 	 	8.5	 	 	 	0.5	 	
Less current portion	 	 	(206.7	)	 	 	(52.1	)	

 	 	 	 	

 	 	
 	 	$	906.9	 	 	$	1,007.6	 	

 	 	 	 	

 	 	
During the first nine months of 2004, Alaska issued $94.6 million of debt secured by flight equipment, having interest rates that vary with LIBOR and payment terms ranging from 12 to 16 years. Debt issuances during the period were offset by normal long-term debt payments of $43.2 million and full repayment of the Company’s credit facility of $150.0 million.

During the first nine months of 2004, Horizon financed three Bombardier Q400s under long-term debt arrangements totaling $44.7 million. These debt arrangements have a 15-year term and interest rates that vary with LIBOR. Two of the aircraft were originally leased in January 2004 and were treated as capital leases at that time. The resulting re-financing transactions did not result in any gain or loss in the consolidated statements of operations.

Note 11. Contingencies

The Company is a party to routine litigation incidental to its business and with respect to which no material liability is expected. Management believes the ultimate disposition of these matters is not likely to materially affect the Company’s financial position or results of operations. However, this belief is based on management’s current understanding of the relevant law and facts; it is subject to various contingencies, including the potential costs and risks associated with litigation and the actions of judges and juries.

Note 12. U.S. Government Compensation

On April 16, 2003, the Emergency Wartime Supplemental Appropriations Act (the Act) was signed into legislation. The Act included $2.3 billion of one-time cash payments to air carriers, allocated based on each carrier’s share of security fees remitted and carrier fees paid to the Transportation Security Administration (TSA) since its inception in February 2002. In May 2003, the Company received its share of the one-time cash grant in the amount of $71.4 million ($52.8 million for Alaska and $18.6 million for Horizon).

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Note 13. Revision of Previously Issued Financial Statements

In its previously reported 2003 Form 10-Q’s, the Company recorded unrealized gains and losses related to the ineffective portion of changes in fair value of our fuel hedge positions as nonoperating income (expense) and then reclassified those gains and losses to fuel expense as those hedges were settled. This practice was not consistent with its stated policy, which is to record the ineffective portion in nonoperating income (expense). The Company has revised its 2003 reported condensed consolidated financial statements to adjust its historical presentation of such items. Such revisions have resulted in reclassification between operating income (loss) and nonoperating income (expense) in the condensed consolidated statements of operations. The revisions have no impact on previously reported pretax income, net income, earnings per share, the condensed consolidated balance sheets, the condensed consolidated statements of shareholders’ equity or the condensed consolidated statements of cash flows for any periods.

The effect of the revisions for 2003 is as follows (in millions):
 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30, 2003

	 	September 30, 2003

	
Total Aircraft Fuel:	 	 	 	 	 	 	 	 	
As Previously Reported	 	$	94.7	 	 	$	265.0	 	
As Revised	 	$	96.8	 	 	$	270.5	 	
Total Operating Expenses:	 	 	 	 	 	 	 	 	
As Previously Reported	 	$	623.4	 	 	$	1,827.3	 	
As Revised	 	$	625.5	 	 	$	1,832.8	 	
Total Operating Income (Loss):	 	 	 	 	 	 	 	 	
As Previously Reported	 	$	78.8	 	 	$	4.2	 	
As Revised	 	$	76.7	 	 	$	(1.3	)	
Nonoperating income (expense):	 	 	 	 	 	 	 	 	
As Previously Reported	 	$	(10.6	)	 	$	48.9	 	
As Revised	 	$	(8.5	)	 	$	54.4	 	
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Alaska Airlines Financial and Statistical Data
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended September 30

	 	Nine Months Ended September 30

	
 	 	 	 	 	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	%	
Financial Data (in millions):

	 	2003

	 	2004

	 	Change

	 	2003

	 	2004

	 	Change

	
Operating Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Passenger	 	$	532.5	 	 	$	576.6	 	 	 	8.3	%	 	$	1,380.1	 	 	$	1,545.8	 	 	 	12.0	%	
Freight and mail	 	 	21.4	 	 	 	24.5	 	 	 	14.5	%	 	 	59.8	 	 	 	65.3	 	 	 	9.2	%	
Other — net	 	 	31.4	 	 	 	40.1	 	 	 	27.7	%	 	 	83.0	 	 	 	99.0	 	 	 	19.3	%	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Total Operating Revenues	 	 	585.3	 	 	 	641.2	 	 	 	9.6	%	 	 	1,522.9	 	 	 	1,710.1	 	 	 	12.3	%	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wages and benefits	 	 	198.7	 	 	 	207.3	 	 	 	4.3	%	 	 	578.7	 	 	 	611.8	 	 	 	5.7	%	
Contracted services	 	 	20.5	 	 	 	17.8	 	 	 	-13.2	%	 	 	60.9	 	 	 	70.3	 	 	 	15.4	%	
Aircraft fuel	 	 	83.3	 	 	 	130.2	 	 	 	56.3	%	 	 	232.2	 	 	 	336.4	 	 	 	44.9	%	
Aircraft maintenance	 	 	35.2	 	 	 	27.1	 	 	 	-23.0	%	 	 	117.7	 	 	 	111.3	 	 	 	-5.4	%	
Aircraft rent	 	 	31.1	 	 	 	28.1	 	 	 	-9.6	%	 	 	92.8	 	 	 	85.5	 	 	 	-7.9	%	
Food and beverage service	 	 	17.0	 	 	 	13.7	 	 	 	-19.4	%	 	 	44.8	 	 	 	37.9	 	 	 	-15.4	%	
Other selling expenses and commissions	 	 	43.4	 	 	 	35.9	 	 	 	-17.3	%	 	 	109.0	 	 	 	101.1	 	 	 	-7.2	%	
Depreciation and amortization	 	 	29.7	 	 	 	32.0	 	 	 	7.7	%	 	 	87.8	 	 	 	95.2	 	 	 	8.4	%	
Loss on sale of assets	 	 	0.8	 	 	 	(2.5	)	 	NM	 	 	1.3	 	 	 	(0.6	)	 	NM	
Landing fees and other rentals	 	 	33.6	 	 	 	37.6	 	 	 	11.9	%	 	 	93.5	 	 	 	106.1	 	 	 	13.5	%	
Other	 	 	34.5	 	 	 	37.1	 	 	 	7.5	%	 	 	102.9	 	 	 	111.0	 	 	 	7.9	%	
Restructuring charges	 	 	—	 	 	 	27.5	 	 	 	100.0	%	 	 	—	 	 	 	27.5	 	 	NM	
Impairment of aircraft	 	 	—	 	 	 	—	 	 	 	0.0	%	 	 	—	 	 	 	36.8	 	 	NM	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Total Operating Expenses	 	 	527.8	 	 	 	591.8	 	 	 	12.1	%	 	 	1,521.6	 	 	 	1,730.3	 	 	 	13.7	%	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Operating Income (Loss)	 	 	57.5	 	 	 	49.4	 	 	 	-14.1	%	 	 	1.3	 	 	 	(20.2	)	 	NM	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Interest income	 	 	4.6	 	 	 	8.4	 	 	 	 	 	 	 	10.3	 	 	 	20.0	 	 	 	 	 	
Interest expense	 	 	(11.2	)	 	 	(11.6	)	 	 	 	 	 	 	(33.9	)	 	 	(33.1	)	 	 	 	 	
Interest capitalized	 	 	0.2	 	 	 	0.4	 	 	 	 	 	 	 	1.3	 	 	 	0.7	 	 	 	 	 	
U.S. government compensation	 	 	—	 	 	 	—	 	 	 	 	 	 	 	52.8	 	 	 	—	 	 	 	 	 	
Other — net	 	 	(1.0	)	 	 	59.7	 	 	 	 	 	 	 	7.3	 	 	 	82.9	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
 	 	 	(7.4	)	 	 	56.9	 	 	 	 	 	 	 	37.8	 	 	 	70.5	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Income Before Income Tax	 	$	50.1	 	 	$	106.3	 	 	 	112.2	%	 	$	39.1	 	 	$	50.3	 	 	 	28.7	%	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Operating Statistics:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue passengers (000)	 	 	4,280	 	 	 	4,589	 	 	 	7.2	%	 	 	11,335	 	 	 	12,296	 	 	 	8.5	%	
RPMs (000,000)	 	 	4,126	 	 	 	4,571	 	 	 	10.8	%	 	 	10,946	 	 	 	12,255	 	 	 	12.0	%	
ASMs (000,000)	 	 	5,693	 	 	 	6,012	 	 	 	5.6	%	 	 	15,611	 	 	 	16,825	 	 	 	7.8	%	
Passenger load factor	 	 	72.5	%	 	 	76.0	%	 	 	3.5	  pts	 	 	70.1	%	 	 	72.8	%	 	 	2.7	  pts	
Yield per passenger mile	 	 	12.91	¢	 	 	12.62	¢	 	 	-2.2	%	 	 	12.61	¢	 	 	12.61	¢	 	 	0.0	%	
Operating revenue per ASM	 	 	10.28	¢	 	 	10.66	¢	 	 	3.7	%	 	 	9.76	¢	 	 	10.16	¢	 	 	4.1	%	
Operating expenses per ASM (a)	 	 	9.27	¢	 	 	9.84	¢	 	 	6.1	%	 	 	9.75	¢	 	 	10.28	¢	 	 	5.4	%	
Operating expenses per ASM excluding fuel, navigation fee settlement, restructuring and impairment charges (a)	 	 	7.81	¢	 	 	7.35	¢	 	 	-6.0	%	 	 	8.26	¢	 	 	7.95	¢	 	 	-3.9	%	
Raw fuel cost per gallon (a)	 	 	95.2	¢	 	 	139.6	¢	 	 	46.6	%	 	 	97.0	¢	 	 	129.8	¢	 	 	33.8	%	
GAAP fuel cost per gallon (a)	 	 	90.5	¢	 	 	135.9	¢	 	 	50.2	%	 	 	91.5	¢	 	 	125.7	¢	 	 	37.4	%	
Economic fuel cost per gallon (a)	 	 	88.7	¢	 	 	127.0	¢	 	 	43.2	%	 	 	89.6	¢	 	 	121.3	¢	 	 	35.4	%	
Fuel gallons (000,000)	 	 	92.0	 	 	 	95.8	 	 	 	4.1	%	 	 	253.9	 	 	 	267.6	 	 	 	5.4	%	
Average number of employees	 	 	10,114	 	 	 	10,201	 	 	 	0.9	%	 	 	10,079	 	 	 	10,147	 	 	 	0.7	%	
Aircraft utilization (blk hrs/day)	 	 	11.1	 	 	 	11.8	 	 	 	6.3	%	 	 	10.6	 	 	 	11.1	 	 	 	4.7	%	
Operating fleet at period-end	 	 	109	 	 	 	107	 	 	 	-1.8	%	 	 	109	 	 	 	107	 	 	 	-1.8	%	
NM = Not Meaningful

(a) See Note A on Page 21

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Horizon Air Financial and Statistical Data
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended September 30

	 	Nine Months Ended September 30

	
 	 	 	 	 	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	%	
Financial Data (in millions):

	 	2003

	 	2004

	 	Change

	 	2003

	 	2004

	 	Change

	
Operating Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Passenger	 	$	127.2	 	 	$	134.5	 	 	 	5.7	%	 	$	326.8	 	 	$	360.4	 	 	 	10.3	%	
Freight and mail	 	 	1.2	 	 	 	1.0	 	 	 	-16.7	%	 	 	3.8	 	 	 	3.0	 	 	 	-20.9	%	
Other — net	 	 	4.3	 	 	 	3.8	 	 	 	-11.6	%	 	 	11.7	 	 	 	10.9	 	 	 	-6.8	%	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Total Operating Revenues	 	 	132.7	 	 	 	139.3	 	 	 	5.0	%	 	 	342.3	 	 	 	374.3	 	 	 	9.3	%	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wages and benefits	 	 	39.2	 	 	 	39.7	 	 	 	1.3	%	 	 	118.8	 	 	 	122.1	 	 	 	2.8	%	
Contracted services	 	 	5.7	 	 	 	5.0	 	 	 	-12.3	%	 	 	18.4	 	 	 	15.4	 	 	 	-16.3	%	
Aircraft fuel	 	 	13.5	 	 	 	18.2	 	 	 	34.8	%	 	 	38.3	 	 	 	48.4	 	 	 	26.4	%	
Aircraft maintenance	 	 	7.2	 	 	 	9.9	 	 	 	37.5	%	 	 	22.5	 	 	 	26.6	 	 	 	18.2	%	
Aircraft rent	 	 	18.1	 	 	 	18.6	 	 	 	2.8	%	 	 	53.3	 	 	 	56.0	 	 	 	5.1	%	
Food and beverage service	 	 	0.6	 	 	 	0.6	 	 	 	0.0	%	 	 	1.8	 	 	 	1.6	 	 	 	-11.1	%	
Other selling expenses and commissions	 	 	6.6	 	 	 	6.7	 	 	 	1.5	%	 	 	18.8	 	 	 	19.9	 	 	 	5.9	%	
Depreciation and amortization	 	 	2.7	 	 	 	3.4	 	 	 	25.9	%	 	 	9.5	 	 	 	9.7	 	 	 	2.1	%	
Gain on sale of assets	 	 	(0.7	)	 	 	(0.3	)	 	NM	 	 	(1.1	)	 	 	(0.8	)	 	NM	
Landing fees and other rentals	 	 	10.3	 	 	 	11.0	 	 	 	6.8	%	 	 	28.2	 	 	 	31.2	 	 	 	10.6	%	
Other	 	 	9.7	 	 	 	9.7	 	 	 	0.0	%	 	 	32.6	 	 	 	32.0	 	 	 	-1.8	%	
Impairment of aircraft and spare engines	 	 	—	 	 	 	—	 	 	 	0.0	%	 	 	—	 	 	 	2.8	 	 	NM	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Total Operating Expenses	 	 	112.9	 	 	 	122.5	 	 	 	8.5	%	 	 	341.1	 	 	 	364.9	 	 	 	7.0	%	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Operating Income	 	 	19.8	 	 	 	16.8	 	 	 	-15.2	%	 	 	1.2	 	 	 	9.4	 	 	NM	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Interest income	 	 	0.2	 	 	 	0.3	 	 	 	 	 	 	 	0.5	 	 	 	0.9	 	 	 	 	 	
Interest expense	 	 	(0.6	)	 	 	(0.9	)	 	 	 	 	 	 	(1.9	)	 	 	(3.2	)	 	 	 	 	
Interest capitalized	 	 	0.2	 	 	 	0.1	 	 	 	 	 	 	 	0.6	 	 	 	0.4	 	 	 	 	 	
Government compensation	 	 	—	 	 	 	—	 	 	 	 	 	 	 	18.6	 	 	 	—	 	 	 	 	 	
Other — net	 	 	(0.1	)	 	 	8.1	 	 	 	 	 	 	 	0.9	 	 	 	11.2	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
 	 	 	(0.3	)	 	 	7.6	 	 	 	 	 	 	 	18.7	 	 	 	9.3	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Income Before Income Tax	 	$	19.5	 	 	$	24.4	 	 	 	25.1	%	 	$	19.9	 	 	$	18.7	 	 	 	-5.9	%	

 	 	 	 	

 	 	 	 	 	 	 	 	

 	 	 	 	

 	 	 	 	 	 	
Operating Statistics:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue passengers (000)	 	 	1,376	 	 	 	1,641	 	 	 	19.3	%	 	 	3,671	 	 	 	4,362	 	 	 	18.8	%	
RPMs (000,000)	 	 	466	 	 	 	601	 	 	 	29.0	%	 	 	1,224	 	 	 	1,586	 	 	 	29.6	%	
ASMs (000,000)	 	 	701	 	 	 	830	 	 	 	18.4	%	 	 	1,950	 	 	 	2,314	 	 	 	18.7	%	
Passenger load factor	 	 	66.5	%	 	 	72.4	%	 	 	5.9	  pts	 	 	62.8	%	 	 	68.5	%	 	 	5.7	  pts	
Yield per passenger mile	 	 	27.29	¢	 	 	22.38	¢	 	 	-18.0	%	 	 	26.70	¢	 	 	22.73	¢	 	 	-14.9	%	
Operating revenue per ASM	 	 	18.93	¢	 	 	16.78	¢	 	 	-11.4	%	 	 	17.56	¢	 	 	16.18	¢	 	 	-7.9	%	
Operating expenses per ASM (a)	 	 	16.11	¢	 	 	14.76	¢	 	 	-8.4	%	 	 	17.49	¢	 	 	15.77	¢	 	 	-10.0	%	
Operating expenses per ASM excluding fuel and impairment charges (a)	 	 	14.18	¢	 	 	12.57	¢	 	 	-11.4	%	 	 	15.53	¢	 	 	13.56	¢	 	 	-12.7	%	
Raw fuel cost per gallon (a)	 	 	98.6	¢	 	 	143.8	¢	 	 	46.0	%	 	 	100.2	¢	 	 	134.1	¢	 	 	33.8	%	
GAAP fuel cost per gallon (a)	 	 	93.1	¢	 	 	140.0	¢	 	 	50.4	%	 	 	94.1	¢	 	 	130.1	¢	 	 	38.3	%	
Economic fuel cost per gallon (a)	 	 	90.3	¢	 	 	131.2	¢	 	 	45.2	%	 	 	91.9	¢	 	 	125.8	¢	 	 	36.8	%	
Fuel gallons (000,000)	 	 	14.5	 	 	 	13.0	 	 	 	-10.3	%	 	 	40.7	 	 	 	37.2	 	 	 	-8.6	%	
Average number of employees	 	 	3,368	 	 	 	3,439	 	 	 	2.1	%	 	 	3,375	 	 	 	3,399	 	 	 	0.7	%	
Aircraft utilization (blk hrs/day)	 	 	8.2	 	 	 	8.7	 	 	 	6.1	%	 	 	7.9	 	 	 	8.3	 	 	 	5.1	%	
Operating fleet at period-end	 	 	61	 	 	 	65	 	 	 	6.6	%	 	 	61	 	 	 	65	 	 	 	6.6	%	
NM = Not Meaningful

(a) See Note A on Page 21

21

Table of Contents

Note A:

Pursuant to Item 10 of Regulation S-K, we are providing disclosure of the reconciliation of reported non-GAAP financial measures to their most directly comparable financial measures reported on a GAAP basis. The non-GAAP financial measures provide management the ability to measure and monitor performance both with and without the cost of aircraft fuel (including the gains and losses associated with our fuel hedging program where appropriate), restructuring charges, aircraft impairment charges, government compensation in 2003 and a large recovery in 2004 of disputed navigation fees paid in prior years (of which $7.7 million was recorded in operating expenses and $3.3 million was recorded in non-operating income). Because the cost and availability of aircraft fuel are subject to many economic and political factors beyond our control and we record changes in the fair value of our hedge portfolio in our income statement, it is our view that the measurement and monitoring of performance without fuel is important. In addition, we believe the disclosure of financial performance without impairment and restructuring charges, government compensation and the navigation fee recovery in 2004 is useful to investors. Finally, these non-GAAP financial measures are also more comparable to financial measures reported to the Department of Transportation by other major network airlines. The following tables reconcile our non-GAAP financial measures to the most directly comparable GAAP financial measures for both Alaska Airlines, Inc. and Horizon Air Industries, Inc.:

Alaska Airlines, Inc.:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended September 30,

	 	Nine Months Ended September 30,

	
($ in millions)

	 	2003

	 	2004

	 	2003

	 	2004

	
Unit cost reconciliations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses	 	$	527.8	 	 	$	591.8	 	 	$	1,521.6	 	 	$	1,730.3	 	
ASMs (000,000)	 	 	5,693	 	 	 	6,012	 	 	 	15,611	 	 	 	16,825	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Operating expenses per ASM	 	 	9.27	¢	 	 	9.84	¢	 	 	9.75	¢	 	 	10.28	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Operating expenses	 	$	527.8	 	 	$	591.8	 	 	$	1,521.6	 	 	$	1,730.3	 	
Less: aircraft fuel	 	 	(83.3	)	 	 	(130.2	)	 	 	(232.2	)	 	 	(336.4	)	
Less: impairment of aircraft	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(36.8	)	
Less: restructuring charges	 	 	—	 	 	 	(27.5	)	 	 	—	 	 	 	(27.5	)	
Add: navigation fee settlement	 	 	—	 	 	 	7.7	 	 	 	—	 	 	 	7.7	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Operating expense excluding fuel, navigation fee settlement, impairment and restructuring charges	 	$	444.5	 	 	$	441.8	 	 	$	1,289.4	 	 	$	1,337.3	 	
ASMs (000,000)	 	 	5,693	 	 	 	6,012	 	 	 	15,611	 	 	 	16,825	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Operating expense per ASM excluding fuel, navigation fee settlement, impairment and restructuring charges	 	 	7.81	¢	 	 	7.35	¢	 	 	8.26	¢	 	 	7.95	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Aircraft fuel reconciliations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fuel expense before hedge activities (“raw fuel”)	 	$	87.6	 	 	$	133.7	 	 	$	246.2	 	 	$	347.4	 	
Fuel gallons (000,000)	 	 	92.0	 	 	 	95.8	 	 	 	253.9	 	 	 	267.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Raw fuel cost per gallon	 	 	95.2	¢	 	 	139.6	¢	 	 	97.0	¢	 	 	129.8	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Fuel expense before hedge activities (“raw fuel”)	 	$	87.6	 	 	$	133.7	 	 	$	246.2	 	 	$	347.4	 	
Less: gains on settled hedges included in fuel expense	 	 	(4.3	)	 	 	(3.5	)	 	 	(14.0	)	 	 	(11.0	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel expense	 	$	83.3	 	 	$	130.2	 	 	$	232.2	 	 	$	336.4	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Fuel gallons (000,000)	 	 	92.0	 	 	 	95.8	 	 	 	253.9	 	 	 	267.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel cost per gallon	 	 	90.5	¢	 	 	135.9	¢	 	 	91.5	¢	 	 	125.7	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel expense	 	$	83.3	 	 	$	130.2	 	 	$	232.2	 	 	$	336.4	 	
Less: gains on settled hedges included in nonoperating income (expense)	 	 	(1.7	)	 	 	(8.5	)	 	 	(4.6	)	 	 	(11.7	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Adjusted fuel	 	 	81.6	 	 	 	121.7	 	 	 	227.6	 	 	 	324.7	 	
Fuel gallons (000,000)	 	 	92.0	 	 	 	95.8	 	 	 	253.9	 	 	 	267.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Economic fuel cost per gallon	 	 	88.7	¢	 	 	127.0	¢	 	 	89.6	¢	 	 	121.3	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Mark-to-market gains included in non-operating income related to hedges that settle in future periods	 	 	—	 	 	$	50.3	 	 	 	—	 	 	$	70.4	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Reconciliation to GAAP pretax income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pretax income (loss) excluding impairment and restructuring charges, navigation fee settlement, government compensation and mark-to-market hedging gains	 	$	50.1	 	 	$	72.5	 	 	 	($13.7	)	 	$	33.2	 	
Less: impairment of aircraft	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(36.8	)	
Less: restructuring charges	 	 	—	 	 	 	(27.5	)	 	 	—	 	 	 	(27.5	)	
Add: government compensation	 	 	—	 	 	 	—	 	 	 	52.8	 	 	 	—	 	
Add: mark-to-market hedging gains included in nonoperating income (expense)	 	 	—	 	 	 	50.3	 	 	 	—	 	 	 	70.4	 	
Add: navigation fee settlement	 	 	—	 	 	 	11.0	 	 	 	—	 	 	 	11.0	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Pretax income (loss) reported GAAP amounts	 	$	50.1	 	 	$	106.3	 	 	$	39.1	 	 	$	50.3	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
22

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Horizon Air Industries, Inc.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended September 30,

	 	Nine Months Ended September 30,

	
($ in millions)

	 	2003

	 	2004

	 	2003

	 	2004

	
Unit cost reconciliations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses	 	$	112.9	 	 	$	122.5	 	 	$	341.1	 	 	$	364.9	 	
ASMs (000,000)	 	 	701	 	 	 	830	 	 	 	1,950	 	 	 	2,314	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Operating expenses per ASM	 	 	16.11	¢	 	 	14.76	¢	 	 	17.49	¢	 	 	15.77	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Operating expenses	 	$	112.9	 	 	$	122.5	 	 	$	341.1	 	 	$	364.9	 	
Less: aircraft fuel	 	 	(13.5	)	 	 	(18.2	)	 	 	(38.3	)	 	 	(48.4	)	
Less: impairment of aircraft	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(2.8	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Operating expense excluding fuel and impairment charge	 	$	99.4	 	 	$	104.3	 	 	$	302.8	 	 	$	313.7	 	
ASMs (000,000)	 	 	701	 	 	 	830	 	 	 	1,950	 	 	 	2,314	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Operating expense per ASM excluding fuel and impairment charge	 	 	14.18	¢	 	 	12.57	¢	 	 	15.53	¢	 	 	13.56	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Aircraft fuel reconciliations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fuel expense before hedge activities (“raw fuel”)	 	$	14.3	 	 	$	18.7	 	 	$	40.8	 	 	$	49.9	 	
Fuel gallons (000,000)	 	 	14.5	 	 	 	13.0	 	 	 	40.7	 	 	 	37.2	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Raw fuel cost per gallon	 	 	98.6	¢	 	 	143.8	¢	 	 	100.2	¢	 	 	134.1	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Fuel expense before hedge activities (“raw fuel”)	 	$	14.3	 	 	$	18.7	 	 	$	40.8	 	 	$	49.9	 	
Less: gains on settled hedges included in fuel expense	 	 	(0.8	)	 	 	(0.5	)	 	 	(2.5	)	 	 	(1.5	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel expense	 	$	13.5	 	 	$	18.2	 	 	$	38.3	 	 	$	48.4	 	
Fuel gallons (000,000)	 	 	14.5	 	 	 	13.0	 	 	 	40.7	 	 	 	37.2	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel cost per gallon	 	 	93.1	¢	 	 	140.0	¢	 	 	94.1	¢	 	 	130.1	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel expense	 	$	13.5	 	 	$	18.2	 	 	$	38.3	 	 	$	48.4	 	
Less: gains on settled hedges included in nonoperating income (expense)	 	 	(0.3	)	 	 	(1.2	)	 	 	(0.8	)	 	 	(1.6	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Adjusted fuel	 	 	13.2	 	 	 	17.0	 	 	 	37.5	 	 	 	46.8	 	
Fuel gallons (000,000)	 	 	14.5	 	 	 	13.0	 	 	 	40.7	 	 	 	37.2	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Economic fuel cost per gallon	 	 	90.3	¢	 	 	131.2	¢	 	 	91.9	¢	 	 	125.8	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Mark-to-market gains (losses) included in non-operating income related to hedges that settle in future periods	 	 	—	 	 	$	6.9	 	 	 	—	 	 	$	9.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Reconciliation to GAAP pretax income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pretax income (loss) excluding impairment charge, government compensation and mark-to-market hedging gains	 	$	19.5	 	 	$	17.5	 	 	$	1.3	 	 	$	11.9	 	
Less: impairment of aircraft and related spare parts	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(2.8	)	
Add: government compensation	 	 	—	 	 	 	—	 	 	 	18.6	 	 	 	—	 	
Add: mark-to-market hedging gains included in nonoperating income (expense)	 	 	—	 	 	 	6.9	 	 	 	—	 	 	 	9.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Pretax income (loss) reported GAAP amounts	 	$	19.5	 	 	$	24.4	 	 	$	19.9	 	 	$	18.7	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
23

Table of Contents

Air Group Net Income and EPS Reconciliation:

The following table summarizes Alaska Air Group, Inc.’s net income and diluted earnings per share during 2003 and 2004 excluding restructuring and impairment charges, navigation fee recovery, the second and third quarter of 2004 hedging mark-to-market gains, government compensation and as reported in accordance with GAAP (in millions except per share amounts):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended September 30,

	
 	 	2003

	 	2004

	
 	 	Dollars

	 	Diluted EPS

	 	Dollars

	 	Diluted EPS

	
Net income and diluted EPS excluding mark-to-market hedging gains, navigation fee settlement and restructuring charges	 	$	40.7	 	 	$	1.52	 	 	$	55.9	 	 	$	2.08	 	
Mark-to-market hedging gains, net of tax	 	 	—	 	 	 	—	 	 	 	32.8	 	 	 	1.22	 	
Navigation fee settlement	 	 	—	 	 	 	—	 	 	 	6.3	 	 	 	0.23	 	
Restructuring charge, net of tax	 	 	—	 	 	 	—	 	 	 	(15.8	)	 	 	(0.59	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Reported GAAP amounts	 	$	40.7	 	 	$	1.52	 	 	$	79.2	 	 	$	2.94	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	

 	 	Nine Months Ended September 30,

	
 	 	2003

	 	2004

	
 	 	Dollars

	 	Diluted EPS

	 	Dollars

	 	Diluted EPS

	
Net income (loss) and diluted EPS excluding mark-to-market hedging gains, navigation fee settlement, restructuring charges, government compensation and impairment charge	 	($	14.7	)	 	($	0.55	)	 	$	24.7	 	 	$	0.92	 	
Government compensation, net of tax	 	 	44.3	 	 	 	1.66	 	 	 	—	 	 	 	—	 	
Navigation fee settlement	 	 	—	 	 	 	—	 	 	 	6.3	 	 	 	0.23	 	
Mark-to-market hedging gains, net of tax	 	 	—	 	 	 	—	 	 	 	45.9	 	 	 	1.71	 	
Impairment charge, net of tax	 	 	—	 	 	 	—	 	 	 	(26.3	)	 	 	(0.98	)	
Restructuring charge, net of tax	 	 	—	 	 	 	—	 	 	 	(15.8	)	 	 	(0.59	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Reported GAAP amounts	 	$	29.6	 	 	$	1.11	 	 	$	34.8	 	 	$	1.29	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
24

Table of Contents
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes contained elsewhere in this quarterly report on Form 10-Q. All statements in the following discussion that are not reports of historical information or descriptions of current accounting policy are forward-looking statements. Please consider our forward-looking statements in light of the risks referred to in this report’s introductory cautionary note.

Air Group’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K/A, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are accessible free of charge at www.alaskaair.com. The information contained on our website is not a part of this quarterly report on Form 10-Q. As used in this Form 10-Q, the terms “Air Group,” “our,” “we” and the “Company” refer to Alaska Air Group, Inc. and its subsidiaries, unless the context indicates otherwise.

Third Quarter in Review and Current Events

We recorded a third quarter 2004 net income of $79.2 million, or $2.94 per diluted share, compared to $40.7 million, or $1.52 per diluted share, in the third quarter of 2003. Third quarter results include a restructuring charge of $27.5 million ($15.8 million net of tax, or $0.59 per share) related to the restructuring initiatives announced in late August and early September. Third quarter results also include mark-to-market fuel hedging gains, reflecting the increase in the fair value of our hedge portfolio during the quarter, of $57.2 million ($32.8 million net of tax, or $1.22 per share). These amounts are net of the gains realized on contracts which settled during the quarter. Finally, third quarter results include the recovery of certain disputed Mexico navigation fees which were originally paid in 2002 and 2003, that amounted to $11.0 million ($6.3 million net of tax, or $0.23 per share). Approximately $7.7 million of this refund was recorded in operating expenses for fees previously remitted and the remaining $3.3 million was recorded in non-operating income for interest accrued on the fees. Without these items in 2004, net income would have been $55.9 million, or $2.08 per share during 2004. Financial and statistical data comparisons for Alaska and Horizon are shown on pages 20 and 21, respectively. A discussion of the three-month data follows. On pages 22 through 24, we have included a reconciliation of reported non-GAAP financial measures to the most directly comparable GAAP financial measures.

Restructuring Charges

During the third quarter of 2004, the Company announced a management reorganization and the closure of its Oakland maintenance base, contracting out of the Company’s Fleet Service, Ground Equipment and Facility maintenance functions and other initiatives. In total, these restructuring activities are expected to result in a reduction of approximately 900 employees when fully implemented in 2005. Severance and related costs associated with this restructuring are estimated at $50-$55 million, of which $27.5 million was recorded during the third quarter of 2004 and $23-$27 million will be recorded in the fourth quarter. The Company is also currently evaluating any possible asset impairment that may result from the announced initiatives. Any impairment charge would be in addition to the severance estimates above. We expect savings from these job-related initiatives to be approximately $35 million per year when fully implemented.

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Labor Costs and Negotiations

Alaska Airlines continues to pursue the restructuring of its labor agreements so that they are in line with the market. Our objectives as we restructure these agreements are to achieve market labor costs, productivity and employee benefit costs. Based on these three objectives, in 2003 Alaska targeted $112 million per year of labor savings. As a result of increases in our wage rates since that time combined with labor cost decreases achieved by our competitors, we believe that our wages and benefits are now above market by more than $112 million. Alaska believes that its pilot labor costs represent the majority of this amount. Alaska is currently in negotiations with the Air Line Pilots Association (ALPA) on the pilot collective bargaining agreement. If we do not reach an agreement, the parties will submit the contract to binding arbitration, the decision of which will be effective in May 2005. The arbitration will cover wages plus five issues submitted by each of the Company and ALPA. The pilot labor contract contains market related standards for wages and benefits. Nevertheless, we cannot predict the outcome of this proceeding, particularly whether the arbitrator’s award will reflect cost savings in wage rates, productivity and benefits equal to what the we consider to be the current excess over market.

Mark-to-Market Fuel Hedging Gains

Beginning in the second quarter of 2004, we lost the ability to defer, as a component of comprehensive income, recognition of any unrealized gain or loss on our fuel hedge contracts until the hedged fuel is consumed. We lost this ability because the correlation between crude oil, the commodity we use to hedge, and West Coast jet fuel fell below required thresholds. For more discussion, see Note 4 to our condensed consolidated financial statements.

The implications of this change in the current period and on a go-forward basis are twofold: First, we will have more volatile earnings as we mark our entire hedge portfolio to market each quarter-end and report the gain or loss in other non-operating income or expense. Second, to an increasing extent, the impact of our fuel hedge program will not be reflected in fuel expense. We had unrealized gains on our balance sheet of $26.5 million at March 31, 2004 when we last qualified for hedge accounting. These unrealized gains will be recognized in fuel expense as the hedged fuel is consumed, which will occur through the second quarter of 2006. Subsequent gains or losses resulting from changes in the fair value of our current hedge positions will be recorded in other non-operating income or expense until correlation returns and the positions are redesignated.

We have provided information on mark-to-market gains or losses, as well as calculations of our economic fuel cost per gallon on pages 22 through 24.

We continue to believe that our fuel hedge program is an important part of our strategy to reduce our exposure to volatile fuel prices.

Impairment of 737-200C Aircraft

In June 2004, the Company’s Board approved a plan to accelerate the retirement of its Boeing 737-200C fleet and remove those aircraft from service (by the end of 2007) earlier than initially planned. In July 2004, the Company announced its plan to replace these aircraft by modifying five existing 737-400 aircraft and using other existing 737-400 aircraft for the remaining passenger capacity. Four of the five modified airplanes will be converted into combination passenger/cargo aircraft and one will

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be converted to an all cargo aircraft. The Company expects to backfill the 737-400s with Boeing 737-800 aircraft in 2005 and 2006.

As a result of this decision, the Company evaluated impairment as required by SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” and concluded that the carrying value of the 737-200C fleet was no longer recoverable when compared to the estimated remaining future cash flows. Accordingly, during the second quarter of 2004, the Company recorded an impairment charge totaling $36.8 million (pretax) to write down the fleet to its estimated fair market value. In addition, we revised our estimates of the useful lives and residual values of the fleet and related spare equipment and will depreciate the remaining carrying values through 2007, when the last aircraft will be retired.

Other Events

In October 2004, Alaska entered into a 10 year outsourcing “power-by-the-hour” engine maintenance agreement with a third party. Under terms of this arrangement, the third party will provide routine and major overhaul maintenance services on certain engines in our 737-400 fleet at an agreed upon rate per hour flown.

On January 1, 2004, Horizon began operating regional jet service branded as Frontier JetExpress under a 12-year agreement with Frontier Airlines. Service under this agreement became fully operational during the second quarter of 2004 and Horizon is currently operating nine regional jet aircraft under the Frontier JetExpress brand. Flying under this agreement represented 23.1% of Horizon’s third quarter capacity and 9.2% of passenger revenues.

The arrangement with Frontier provides for reimbursement of expected costs plus a base mark up and certain incentives. However, since Horizon is not responsible for many of the typical costs of operations such as fuel, landing fees, marketing costs and station labor and rents, revenue per ASM, cost per ASM and cost per ASM excluding fuel for this flying is significantly lower than Horizon’s native network flying.

For 2004, Alaska and Horizon expect capacity increases of approximately 7% and 20%, respectively. The expected capacity increase at Alaska is due largely to the annualization of the additional aircraft added in 2003 combined with increases in utilization. Horizon’s expected capacity increase is due largely to the annualization of aircraft additions in late 2003, the addition of two aircraft in the first half of 2004, the arrival of a third aircraft in early July 2004 and higher utilization resulting from the new contract flying for Frontier.

Alaska is currently in the process of adding a row of seats to its 737-400 fleet. When complete, this will result in an increase of approximately 2.3% in available seat miles on an annualized basis. We expect this change will represent a significant portion of our capacity growth in 2005.

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In 2005, Horizon will be adding a row of seats to the Q400 fleet increasing capacity from 70 to 74 seats. When complete, this will result in an increase of approximately 1.5% in available seat miles on an annualized basis.

Results of Operations

Comparison of Three Months Ended September 30, 2004 to Three Months Ended September 30, 2003

During the third quarter of 2004, we recorded consolidated operating and pre-tax income of $65.2 million and $127.6 million, respectively, versus $76.7 million and $68.2 million, respectively, in the third quarter of 2003.

Alaska Airlines Revenues

Operating revenues increased $55.9 million, or 9.6%, during 2004 as compared to 2003. For the quarter, available seat miles (ASMs or capacity) increased 5.6% and revenue passenger miles (RPMs or traffic) increased 10.8%. The majority of our 2004 ASM growth came from expansion in our Trans-Continental markets. We also experienced slight increases in capacity in Nevada, Mexico and Anchorage/Fairbanks-Lower 48, partially offset by decreases in service to Northern Alaska, Canada, Arizona, the Bay Area and the Pacific Northwest. Traffic increases primarily reflect increases in traffic in the Trans Continental, Denver, Southern California, Mexico, Arizona, Nevada and Anchorage/Fairbanks-Lower 48 markets, partially offset by decreases in traffic in Northern Alaska, the Bay Area and Canada.

Passenger revenues increased by 8.3% as a result of a 10.8% increase in traffic partially offset by a 2.2% decrease in yield per passenger mile. Load factors were up year over year in all of our regions.

Freight and mail revenues increased by $3.1 million, or 14.5%, compared to the same period in 2003 as a result of a new mail contract we have in the State of Alaska and due to revenues associated with an agreement with PenAir to provide flight services to Dutch Harbor that began in January of 2004. These increases are partially offset by lower contract maintenance revenue.

Other-net revenues increased $8.7 million, or 27.7%, due largely to higher cash receipts (and through higher revenue) from the Mileage Plan credit card.

Alaska Airlines Expenses

For the quarter, total operating expenses increased $64.0 million, or 12.1%, as compared to the same period in 2003. Operating expenses per ASM increased 6.1% in 2004 as compared to 2003. These increases are due largely to the restructuring charge, significant increases in fuel costs and higher wages and benefit costs. Operating expense per ASM excluding fuel, the navigation fee recovery and the restructuring charge decreased 6.0% as compared to the same period in 2003. Explanations of significant period-over-period changes in the components of operating expenses are as follows:

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 	•	 	Wages and benefits increased $8.6 million, or 4.3%, during the third quarter. Approximately $1.5 million of this increase reflects higher benefit costs, resulting from increases in pension, medical and health insurance costs. The remaining $7.1 million increase primarily reflects scale and step increases.	 	
 	
 	 	 	In May 2004, under terms of our union contract, our pilots received a 4% wage rate increase, which represented 50.7% of the total increase in wages.	 	
 	
 	•	 	Contracted services decreased $2.7 million, or 13.2%, due largely to the recovery in 2004 of disputed Mexico navigation fees paid in 2002 and 2003, partially offset by expenses associated with an agreement with PenAir to provide flight services to Dutch Harbor that began in January of 2004 and costs associated with a temporary charter contract we had for our new mail contract in Alaska, and higher security costs.	 	
 	
 	•	 	Aircraft fuel increased $46.9 million, or 56.3%, due to a 50.2% increase in the GAAP fuel cost per gallon and a 4.1% increase in fuel gallons consumed. Our economic cost per gallon (the raw price paid less all benefits from settled hedges) was $1.27 per gallon, a 43.2% increase over the prior year. Fuel prices remain at very high levels and continue to be volatile. At September 30, 2004, we have fuel hedge contracts in place to hedge 50% of our anticipated fuel consumption for the remainder of 2004 and 2005 and 25% of our anticipated fuel consumption in 2006 at prices ranging from $28.81 to $37.28 per crude oil barrel.	 	
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 	 	 	The following table summarizes fuel cost per gallon realized by Alaska (the economic cost per gallon), the cost per gallon on a GAAP basis (including hedging gains recorded in aircraft fuel and non-operating income (expense)) and fuel cost per gallon excluding all hedging activities:	

 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,

	 	September 30,

	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Fuel expense before hedge activities (“raw fuel”)	 	$	87.6	 	 	$	133.7	 	 	$	246.2	 	 	$	347.4	 	
Fuel gallons (000,000)	 	 	92.0	 	 	 	95.8	 	 	 	253.9	 	 	 	267.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Raw fuel cost per gallon	 	 	95.2	¢	 	 	139.6	¢	 	 	97.0	¢	 	 	129.8	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Fuel expense before hedge activities (“raw fuel”)	 	$	87.6	 	 	$	133.7	 	 	$	246.2	 	 	$	347.4	 	
Less: gains on settled hedges included in fuel expense	 	 	(4.3	)	 	 	(3.5	)	 	 	(14.0	)	 	 	(11.0	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel expense	 	$	83.3	 	 	$	130.2	 	 	$	232.2	 	 	$	336.4	 	
Fuel gallons (000,000)	 	 	92.0	 	 	 	95.8	 	 	 	253.9	 	 	 	267.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel cost per gallon	 	 	90.5	¢	 	 	135.9	¢	 	 	91.5	¢	 	 	125.7	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel expense	 	$	83.3	 	 	$	130.2	 	 	$	232.2	 	 	$	336.4	 	
Less: gains on settled hedges included in nonoperating income (expense)	 	 	(1.7	)	 	 	(8.5	)	 	 	(4.6	)	 	 	(11.7	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Adjusted fuel	 	$	81.6	 	 	$	121.7	 	 	$	227.6	 	 	$	324.7	 	
Fuel gallons (000,000)	 	 	92.0	 	 	 	95.8	 	 	 	253.9	 	 	 	267.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Economic fuel cost per gallon	 	 	88.7	¢	 	 	127.0	¢	 	 	89.6	¢	 	 	121.3	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Mark-to-market gains included in nonoperating income related to hedges that settle in future periods (in millions)	 	 	—	 	 	$	50.3	 	 	 	—	 	 	$	70.4	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	

 	•	 	Aircraft maintenance decreased $8.1 million, or 23.0%, due largely to fewer engine overhauls and a change in the mix of heavy maintenance versus routine maintenance.	 	
 	
 	 	 	For the remainder of the year we anticipate that aircraft maintenance will be somewhat higher than in 2003 as outsourcing of all base maintenance work takes effect. The anticipated savings from contracting out will be reflected through lower wages and benefits in future periods.	 	
 	
 	•	 	Aircraft rent decreased $3.0 million, or 9.6%, due to lower rates on extended leases.	 	
 	
 	•	 	Other selling expenses and commissions decreased $7.5 million, or 17.3%. This decrease is due largely to a decrease in incentive payments made to Horizon. Incentive payments to Horizon are eliminated in consolidation at the Air Group level.	 	
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 	•	 	Landing fees and other rentals increased $4.0 million, or 11.9%. The higher rates primarily reflect higher joint-use rental fees at Seattle, Portland and Los Angeles, combined with modest volume growth. We expect landing fees and other rentals to continue to increase as a result of airport facility expansions and increased costs for security due to unfunded government mandates.	
Horizon Air Revenues

For the quarter, operating revenues increased $6.6 million, or 5.0% as compared to 2003. This increase is due largely to $12.4 million in revenue from contract flying for Frontier Airlines, which began January 1, 2004, partially offset by a 4.4% decrease in revenue associated with the Horizon brand (“native network”) flying resulting from a decrease in incentive payments made from Alaska to Horizon.

For the three months ending September 30, 2004, capacity increased 18.4% and traffic was up 29.0%, compared to the same period in 2003. Contract flying with Frontier represented approximately 23.1% of capacity and 9.2% of passenger revenues during the third quarter of 2004. Passenger load factor increased 5.9 percentage points to 72.4%. Passenger yield decreased 18.0% to 22.38 cents, reflecting the inclusion of the Frontier contract flying, the yield for which is significantly lower than native network flying, and a slight decrease in yield from native network flying. Contract revenue and increases in traffic, combined with lower native network yields and a decrease in incentive payments from Alaska to Horizon resulted in an increase in passenger revenue of $7.3 million, or 5.7%.

Horizon Air Expenses

Operating expenses increased $9.6 million, or 8.5%, as compared to the same period in 2003. Total operating expenses per ASM decreased 8.4% as compared to 2003. Operating expenses per ASM excluding fuel decreased 11.4% as compared to the same period in 2003. Explanations of other significant period-over-period changes in the components of operating expenses are as follows:
 	•	 	Wages and benefits increased $0.5 million, or 1.3%, due primarily to a 2.1% increase in the average number of employees partially offset by a $2.0 million accrual reduction for estimated medical costs.	 	
 	
 	•	 	Aircraft fuel increased $4.7 million, or 34.8%, due to a 50.4% increase in the GAAP fuel cost per gallon, partially offset by a 10.3% decrease in gallons consumed, reflecting the addition of four aircraft as compared to the same period in 2003, offset by a reduction in fuel consumption for the capacity flown in the Frontier JetExpress operation. Horizon’s fuel hedge contracts are consistent with those at Alaska.	 	
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 	 	 	The following table summarizes fuel cost per gallon realized by Horizon (the economic cost per gallon), on a GAAP basis (including hedging gains recorded in aircraft fuel and non-operating income (expense)) and fuel cost per gallon excluding all hedging activities:	

 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,

	 	September 30,

	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Fuel expense before hedge activities (“raw fuel”)	 	$	14.3	 	 	$	18.7	 	 	$	40.8	 	 	$	49.9	 	
Fuel gallons (000,000)	 	 	14.5	 	 	 	13.0	 	 	 	40.7	 	 	 	37.2	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Raw fuel cost per gallon	 	 	98.6	¢	 	 	143.8	¢	 	 	100.2	¢	 	 	134.1	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Fuel expense before hedge activities (“raw fuel”)	 	$	14.3	 	 	$	18.7	 	 	$	40.8	 	 	$	49.9	 	
Less: gains on settled hedges included in fuel expense	 	 	(0.8	)	 	 	(0.5	)	 	 	(2.5	)	 	 	(1.5	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel expense	 	$	13.5	 	 	$	18.2	 	 	$	38.3	 	 	$	48.4	 	
Fuel gallons (000,000)	 	 	14.5	 	 	 	13.0	 	 	 	40.7	 	 	 	37.2	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel cost per gallon	 	 	93.1	¢	 	 	140.0	¢	 	 	94.1	¢	 	 	130.1	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
GAAP fuel expense	 	$	13.5	 	 	$	18.2	 	 	$	38.3	 	 	$	48.4	 	
Less: gains on settled hedges included in nonoperating income (expense)	 	 	(0.3	)	 	 	(1.2	)	 	 	(0.8	)	 	 	(1.6	)	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Adjusted fuel	 	$	13.2	 	 	$	17.0	 	 	$	37.5	 	 	$	46.8	 	
Fuel gallons (000,000)	 	 	14.5	 	 	 	13.0	 	 	 	40.7	 	 	 	37.2	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Economic fuel cost per gallon	 	 	90.3	¢	 	 	131.2	¢	 	 	91.9	¢	 	 	125.8	¢	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Mark-to-market gains included in nonoperating income related to hedges that settle in future periods (in millions)	 	 	—	 	 	$	6.9	 	 	 	—	 	 	$	9.6	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	

 	•	 	Aircraft maintenance expense increased $2.7 million, or 37.5%, primarily due to an increase in block hours, fewer aircraft covered by warranty and higher routine maintenance costs for the Q400 fleet.	 	
 	
 	•	 	Landing fees and other rentals increased $0.7 million, or 6.8%. Higher landing fees are a result of higher rates and increased costs for capital improvement, debt service and security. We expect landing fees and other rentals to continue to increase as a result of airport facility expansions and increased costs for security.	 	
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Consolidated Nonoperating Income (Expense)

Net nonoperating income was $62.4 million in 2004 compared to net nonoperating expense of $8.5 million in 2003.

Other-net includes $2.0 million and $9.7 million in gains resulting from settled fuel hedge contracts in 2003 and 2004, respectively. In addition, other-net includes mark-to-market hedging gains of $57.2 million in 2004 as previously discussed.

Comparison of Nine Months Ended September 30, 2004 to Nine Months Ended September 30, 2003

During the nine months ended September 30, 2004, we recorded net income of $34.8 million, or $1.29 per diluted share, compared to net income of $29.6 million, or $1.11 per diluted share, during the same period of 2003. Our 2003 consolidated net income includes $71.4 million ($52.8 million for Alaska and $18.6 million for Horizon) received in connection with government assistance received under the Emergency Wartime Supplemental Appropriations Act. The 2004 results include four unusual items. First, we recorded a restructuring charge of $27.5 million ($15.8 million net of tax, or $0.59 per share) related to the restructuring initiatives announced in late August and early September. Second, like last quarter, this quarter’s results include mark-to-market fuel hedging gains, which reflect the increase in the fair value of our hedge portfolio during the quarter, of $80.0 million ($45.9 million net of tax, or $1.71 per share). These amounts exclude gains realized on contracts which settled during the quarter. Third, 2004 results also include impairment charges of $39.6 million ($26.3 million net of tax, or $0.98 per share), substantially all of which was associated with a decision to accelerate the retirement of the Company’s Boeing 737-200C fleet. Finally, this quarter’s results include the recovery of certain disputed Mexico navigation fees which were originally paid in 2002 and 2003, that amounted to $11.0 million ($6.3 million net of tax, or $0.23 per share). Without these items in 2004 and excluding the government compensation received in 2003, net income would have been $24.7 million, or $0.92 per share during 2004, compared to a net loss of $14.7 million, or $0.55 per share, in 2003. Financial and statistical data comparisons for Alaska and Horizon are shown on pages 20 and 21, respectively. A discussion of the nine-month data follows. On pages 22 through 24, we have included a reconciliation of reported non-GAAP financial measures to the most directly comparable GAAP financial measures.

Alaska Airlines Revenues

Operating revenues increased $187.2 million, or 12.3%, during 2004 as compared to 2003. For the first nine months of 2004, ASM’s increased 7.8% and RPM’s increased 12.0%.

Yield per passenger mile remained flat at 12.61 cents and passenger load factor increased 2.7 points during the first nine months of 2004 as compared to the same period in 2003. Increases in traffic and yield resulted in a 12.0% increase in passenger revenues in 2004.

Freight and mail revenues increased $5.5 million, or 9.2%, compared to the same period in 2003 because of a new mail contract we have in the State of Alaska.

Other-net revenues increased $16.0 million, or 19.3%, due largely to revenues received from an agreement with PenAir to provide flight services to Dutch Harbor that began in January of 2004 and higher Mileage Plan revenues.

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Alaska Airlines Expenses

For the nine months ended September 30, 2004, total operating expenses increased $208.7 million, or 13.7%, as compared to the same period in 2003. Operating expenses per ASM increased 5.4% in 2004 as compared to 2003. These increases are due largely to the 7.8% increase in capacity combined with a significant increase in fuel costs, higher wages and benefits, landing fees and other rental costs, restructuring charges and an impairment charge related to our Boeing 737-200 fleet. Operating expense per ASM excluding fuel, navigation fee recovery, restructuring and impairment charges decreased 3.9% as compared to the same period in 2003. Explanations of significant period-over-period changes in the components of operating expenses are as follows:
 	•	 	Wages and benefits increased $33.1 million, or 5.7%, during the first nine months of 2004. Approximately $12.5 million of this increase reflects higher benefit costs, resulting from increases in pension, medical and health insurance costs. The remaining $20.6 million increase primarily reflects scale and step increases.	 	
 	
 	 	 	In May of 2004, under terms of our union contract, our pilots received a 4% wage rate increase, which represented approximately 51.0% of the total increase in wages.	 	
 	
 	•	 	Contracted services increased $9.4 million, or 15.4%, due largely to expenses associated with an agreement with PenAir to provide flight services to Dutch Harbor that began in January of 2004, costs associated with a temporary charter contract we have for our new mail contract in Alaska and higher security costs, partially offset by the recovery in 2004 of disputed Mexico navigation fees paid in 2002 and 2003.	 	
 	
 	•	 	Aircraft fuel increased $104.2 million, or 44.9%, due to a 37.4% increase in the GAAP fuel cost per gallon and a 5.4% increase in fuel gallons consumed. Air Group’s fuel hedging program resulted in Alaska recognizing a $11.0 million reduction in aircraft fuel expense for hedging gains realized on hedge positions settled during the first half of 2004.	 	
 	
 	•	 	Aircraft maintenance decreased $6.4 million, or 5.4%, due largely to fewer engine overhauls during the first nine months and a change in the mix of heavy maintenance versus routine maintenance.	 	
 	
 	•	 	Aircraft rent decreased $7.3 million, or 7.9%, due to lower rates on extended leases and MD-80 returns, offset by one new 737-700 aircraft and one new 737-900 aircraft since the end of the third quarter of 2003.	 	
 	
 	•	 	Depreciation and amortization increased $7.4 million, or 8.4%, reflecting accelerated depreciation on the planned retirement of three Boeing 737-200C’s and an increase in depreciation resulting from two aircraft purchased in the last twelve months.	 	
 	
 	•	 	Landing fees and other rentals increased $12.6 million, or 13.5%. The higher rates primarily reflect higher joint-use rental fees at Seattle, Portland, Los Angeles and Oakland, combined with modest volume growth. We expect landing fees and other rentals to continue to increase as a result of airport facility expansions and increased costs for security due to unfunded government mandates.	 	
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 	•	 	Other expense increased $8.1 million, or 7.9%, primarily reflecting a $6.4 million increase in professional services and a $1.1 million increase in property taxes.	
Horizon Air Revenues

For the first nine months of 2004, operating revenues increased $32.0 million, or 9.3% as compared to 2003. This increase is due largely to a 0.1% increase in revenue associated with the native network flying combined with $31.8 million in revenue from contract flying for Frontier Airlines, which began January 1, 2004.

For the nine months ended September 30, 2004, capacity increased 18.7% and traffic was up 29.6%, compared to the same period in 2003. Contract flying with Frontier represented approximately 8.8% of passenger revenues and 20.8% of capacity, during the first nine months of 2004. Passenger load factor increased 5.7 percentage points to 68.5%. Passenger yield decreased 14.9% to 22.73 cents, reflecting the inclusion of the Frontier contract flying, the yield for which is significantly lower than native network flying. Contract revenue and higher yields in Horizon’s native network combined with the increases in traffic, resulted in an increase in passenger revenue of $33.6 million, or 10.3%.

Horizon Air Expenses

Operating expenses increased $23.8 million, or 7.0%, as compared to the same period in 2003. Operating expenses per ASM including fuel and the impairment charge decreased 10.0% as compared to 2003. Operating expenses per ASM excluding fuel and the impairment charge decreased 12.7% as compared to the same period in 2003. Operating expenses include $2.8 million related to an impairment charge on our held-for-sale F-28 aircraft and spare engines to lower the carrying value of these assets to their estimated fair value. Explanations of other significant period-over-period changes in the components of operating expenses are as follows:
 	•	 	Wages and benefits increased $3.3 million, or 2.8%, reflecting an increase in the average number of employees and in average wages and payroll taxes, partially offset by an accrual reduction for medical costs resulting from a downward trend in claims activity.	 	
 	
 	•	 	Aircraft fuel increased $10.1 million, or 26.4%, due to a 38.3% increase in the GAAP fuel cost per gallon, partially offset by an 8.6% decrease in gallons consumed, reflecting the addition of four aircraft as compared to the same period in 2003, offset by the reduction in fuel consumption for the capacity flown in the Frontier JetExpress operation. Air Group’s fuel hedging program resulted in Horizon recognizing a $1.5 million reduction in aircraft fuel expense for hedging gains realized on hedge positions settled during the first nine months of 2004.	 	
 	
 	•	 	Aircraft maintenance expense increased $4.1 million, or 18.2%, primarily due to an increase in block hours, a higher number of routine maintenance activities and engine overhauls for the Q200 fleet and less aircraft covered by warranty.	 	
 	
 	•	 	Aircraft rent increased $2.7 million, or 5.1%, reflecting the addition of one CRJ and the addition of spare engines in 2004 as compared to the same period in 2003.	 	
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 	•	 	Landing fees and other rentals increased $3.0 million, or 10.6%. Higher landing fees are a result of higher rates associated with modest volume growth, an increase in airport fees and increased costs for security. We expect landing fees and other rentals to continue to increase as a result of airport facility expansions and increased costs for security.	
Consolidated Nonoperating Income (Expense)

Net nonoperating income was $74.6 million in 2004 compared to $54.4 million in 2003. Interest income increased $7.1 million due to a larger marketable securities portfolio in 2004 combined with a negative adjustment of premium and discount amortization on our marketable securities portfolio in 2003. Interest expense (net of capitalized interest) increased $1.1 million due to increases in debt balances as compared to 2003.

The 2003 results include $71.4 million ($52.8 million for Alaska and $18.6 million for Horizon) received in connection with the government reimbursement of security fees remitted and carrier fees paid under the Emergency Wartime Supplemental Appropriations Act.

Other-net includes $5.4 million and $13.3 million in gains from settled fuel hedging contracts in 2003 and 2004, respectively. In addition, other-net includes mark-to-market gains on unsettled hedge contracts of $80.0 million in 2004.

Consolidated Income Tax Benefit

Accounting standards require us to provide for income taxes each quarter based on either our estimate of the effective tax rate for the full year or the actual year-to-date effective tax rate if it is our best estimate of our annual expectation. The volatility of airfares and fuel prices and the seasonality of our business make it difficult to accurately forecast full-year pretax results. In addition, a relatively small change in pretax results can cause a significant change in the effective tax rate due to the magnitude of nondeductible expenses, such as employee per diem costs, relative to pretax profit or loss. We used our actual 2004 year-to-date effective rate of 42.7%. In arriving at this rate, we considered a variety of factors, including year-to-date pretax results, the U.S. federal rate of 35%, estimated year-to-date nondeductible expenses and estimate state income taxes. We evaluate this rate each quarter and make adjustments when necessary.

Critical Accounting Policies

For information on our critical accounting policies, see Item 7 of our Annual Report on Form 10-K/A for the year ended December 31, 2003.

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Liquidity and Capital Resources

The table below presents the major indicators of financial condition and liquidity.
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	December 31, 2003

	 	September 30, 2004

	 	Change

	
 	 	(In millions, except per share and debt-to-capital amounts)	
Cash and marketable securities	 	$	812.3	 	 	$	878.5	 	 	$	66.2	 	
Working capital	 	 	130.9	 	 	 	336.2	 	 	 	205.3	 	
Long-term debt and capital lease obligations	 	 	906.9	 	 	 	1,007.6	 	 	 	100.7	 	
Shareholders’ equity	 	 	674.2	 	 	 	713.6	 	 	 	39.4	 	
Book value per common share	 	$	25.19	 	 	$	26.54	 	 	$	1.35	 	
Long-term debt-to-capital	 	 	57%:43	%	 	 	59%:41	%	 	NA	
Long-term debt-to-capital assuming aircraft operating leases are capitalized at seven times annualized rent	 	 	77%:23	%	 	 	77%:23	%	 	NA	
During the nine months ended September 30, 2004, our cash and marketable securities increased $66.2 million to $878.5 million at September 30, 2004. This increase reflects cash provided by operating activities of $283.5 million, partially offset by cash used in financing activities of $96.3 million and cash used for the purchase of property and equipment of $113.5 million.

Cash Provided by Operating Activities

During the first nine months of 2004, net cash provided by operating activities was $283.5 million (including $42.7 million of cash received from a tax refund during the second quarter of 2004), versus $272.5 million during the first nine months of 2003.

Cash Used in Investing Activities

Cash used in investing activities was $157.2 million during the first nine months of 2004, compared to $508.6 million in 2003. We had net purchases of $39.2 million of marketable securities and $113.5 million for property and equipment. During the first nine months of 2004, our aircraft related capital expenditures decreased $197.8 million as compared to 2003, primarily reflecting a reduction in spending for new aircraft and capitalized overhauls.

Cash Provided by (Used in) Financing Activities

Net cash used in financing activities was $96.3 million during the first nine months of 2004 compared to net cash provided by financing activities of $188.8 million during the same period in 2003. Debt issuances during the first nine months of 2004 of $94.6 million were secured by flight equipment. These debt issuances have interest rates that vary with the London Interbank Offered Rate (LIBOR) and payment terms ranging from 12 to 16 years. Debt issuances during the period were offset by normal long-term debt payments of $43.2 million and full repayment of our credit facility of $150 million.

We plan to meet our capital and operating commitments through internally generated funds from operations and cash and marketable securities on hand at September 30, 2004 totaling $878.5 million. We also have restricted cash of $14.2 million, which is intended to collateralize interest payments due in the next two years on our $150 million floating rate senior convertible notes due 2023 issued in 2003.

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In 2003, we completed the private placement of $150.0 million of floating rate senior convertible notes due in 2023 pursuant to Rule 144A of the Securities Act of 1933, as amended. Net proceeds from the offering were $144.9 million, of which $22.3 million was used to acquire U.S. government securities to fund the first three years of interest payments. In 2003, we made a capital contribution to Alaska Airlines of the remaining net proceeds from the sale of the notes. Alaska Airlines has used the remaining proceeds from the notes for working capital requirements and expects in the future to continue to use these remaining proceeds for working capital requirements as well as other general corporate purposes. Although we have not yet determined how each payment of principal or interest due will be funded in the future, we anticipate that these payments will be funded either by dividends, distributions, loans, advances or other payments from our subsidiaries or through new borrowings or financings by Alaska Air Group. Any such payments by our subsidiaries to us could be subject to statutory or contractual restrictions. Currently, the only contractual restrictions are contained in Alaska Airlines’ $150 million credit facility, which expires in December 2004 and requires maintenance of specific levels of net worth, maintenance of certain debt and leases to net worth, leverage and fixed charge coverage ratios, and limits on investments, lease obligations, sales of assets, and additional indebtedness. Such provisions limit the amount of funds Alaska Airlines can distribute via dividend to Alaska Air Group. As of September 30, 2004, $195.3 million was available to distribute to Alaska Air Group via dividend without violating the covenants in Alaska Airlines’ credit facility. The notes do not restrict the ability of our subsidiaries to enter into additional agreements limiting or prohibiting the distribution of earnings, loans or other payments to Alaska Air Group. We are considering various alternatives including renewing or replacing the credit facility, although there can be no assurance that this can be accomplished on acceptable terms to us.

The holders of the $150.0 million of floating rate senior convertible notes due in 2023 may elect to have the Company redeem all or a portion of the notes on the 5th, 10th and 15th anniversaries of the date of issuance. On September 30, 2004, we entered into the First Supplemental Indenture with respect to the Notes to rescind the Company’s right to pay for such a repurchase of the Notes at the option of the holders, in whole or in part, in shares of our common stock. Pursuant to the terms of the notes, as amended, any such repurchases shall be paid for in cash.

Supplemental Disclosure of Noncash Investing and Financing Activities

During the first nine months of 2004, Horizon financed three Bombardier Q400s under long-term debt arrangements totaling $44.7 million. These debt arrangements have a 15-year term and interest rates that vary with LIBOR. Two of the aircraft were originally leased in January 2004 and were treated as capital leases at that time. The resulting re-financing transactions did not result in any gain or loss in the consolidated statements of operations.

Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

At September 30, 2004, we had firm orders for 12 aircraft requiring aggregate payments of approximately $284.4 million, as set forth below. In addition, Alaska has options to acquire 26 additional B737’s, and Horizon has options to acquire 15 Q400’s and 25 CRJ 700’s. Alaska and Horizon expect to finance the firm orders and to the extent exercised, the option aircraft with leases, long-term debt or internally generated cash. During the first quarter of 2004, Alaska converted two 737-900 aircraft it had on firm order with Boeing for two 737-800s. The planes are due for delivery in February and July of 2005.

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The following table summarizes aircraft commitments and payments by year:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Delivery Period - Firm Orders

	
October 1-December 31,	 	 	 	Beyond	 	 	
Aircraft

	 	2004

	 	2005

	 	2006

	 	2007

	 	2008

	 	2008

	 	Total

	
Boeing 737-800	 	 	—	 	 	 	3	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3	 	
Bombardier CRJ700	 	 	—	 	 	 	1	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	9	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Total	 	 	—	 	 	 	4	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	12	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Payments (Millions)	 	$	12.9	 	 	$	82.4	 	 	$	52.5	 	 	$	49.5	 	 	$	49.6	 	 	$	37.5	 	 	$	284.4	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
The table above does not include our planned acquisition of three Boeing 737-800’s in 2006 to replace the Boeing 737-400’s being converted since we do not have firm commitments at this time.

The following table provides a summary of our principal payments under current and long-term debt obligations, capital lease obligations, operating lease commitments and aircraft purchase commitments as of September 30, 2004. This table excludes other obligations that we may have, such as pension obligations and routine purchase obligations entered into in the normal course of business.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
October 1-December 31,	 	 	 	Beyond	 	 	
(in millions)

	 	2004

	 	2005

	 	2006

	 	2007

	 	2008

	 	2008*

	 	Total

	
Current and long-term debt and capital lease obligations	 	$	16.7	 	 	$	53.5	 	 	$	57.1	 	 	$	60.2	 	 	$	63.3	 	 	$	808.9	 	 	$	1,059.7	 	
Operating lease commitments	 	 	82.2	 	 	 	278.0	 	 	 	223.3	 	 	 	195.9	 	 	 	189.5	 	 	 	1,136.1	 	 	 	2,105.0	 	
Aircraft purchase commitments	 	 	12.9	 	 	 	82.4	 	 	 	52.5	 	 	 	49.5	 	 	 	49.6	 	 	 	37.5	 	 	 	284.4	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Total	 	$	111.8	 	 	$	413.9	 	 	$	332.9	 	 	$	305.6	 	 	$	302.4	 	 	$	1,982.5	 	 	$	3,449.1	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	

*	 	Includes $150 million related to the Company’s senior convertible notes due in 2023. Holders of these Notes may require the Company to purchase all or a portion of their Notes, for a purchase price equal to principal plus accrued interest, on the 5th, 10th, and 15th anniversaries of the issuance of the Notes, or upon the occurance of a change in control or tax event. See Note 8 in the condensed consolidated financial statements.	
New Accounting Standards

During the third quarter of 2004, the Emerging Issues Task Force (EITF) affirmed its tentative conclusion reached in July of 2004 on EITF Issue No. 04-08, “The Effect of Contingently Convertible Debt on Diluted EPS” (EITF 04-08). EITF 04-08 requires companies to include certain contingently convertible securities in the calculation of diluted EPS to the extent the inclusion of the shares would be dilutive. Adoption of EITF 04-08 is expected to be required during the fourth quarter of 2004 and will impact periods and comparative periods on a go foward basis. Because the Company’s convertible notes fall under the scope of EITF 04-08, beginning in the fourth quarter of 2004 and for all comparative periods presented, the Company expects to report a lower diluted EPS to the extent the convertible notes are not anti-dilutive. Had EITF 04-08 been required during the third quarter of 2003 and 2004, diluted EPS would include an additional 5.7 million shares and would have resulted in diluted EPS of $1.29 and $2.47 for the three months ended September 30, 2003 and 2004,

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respectively, and $1.00 and $1.20 per share for the nine months ended September 30, 2003 and 2004, respectively.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in market risk from the information provided in Item 7A “Quantitative and Qualitative Disclosure About Market Risk” in our 2003 10-K/A except as follows:

Fuel Hedging

We purchase jet fuel at prevailing market prices, and seek to manage the risk of price fluctuations through execution of a documented hedging strategy. We utilize derivative financial instruments as hedges to decrease our exposure to the volatility of jet fuel prices. We believe there is risk in not hedging against the possibility of fuel price increases. At September 30, 2004, we had fuel hedge contracts in place to hedge 49.0 million gallons of our expected jet fuel usage during the remainder of 2004, 207.3 million gallons in 2005, 106.1 million gallons in 2006 and 16.6 million gallons in 2007. This represents 50% of our anticipated fuel consumption in 2004 and 2005 and 25% and 4% of our anticipated fuel consumption in 2006 and 2007, respectively. Prices of these agreements range from $28.81 to $37.28 per crude oil barrel. We estimate that a 10% increase or decrease in crude oil prices as of September 30, 2004 would impact hedging positions by approximately $6.0 million.

As of December 31, 2003 and September 30, 2004, the fair values of our fuel hedge positions were $18.4 million and $117.0 million, respectively. Of these amounts, $12.0 million of the 2003 fair value amounts and $81.6 million of the 2004 fair value amounts were included in prepaid and other current assets in the consolidated balance sheets. The remaining $6.4 million 2003 fair value and $35.4 million 2004 fair value is reflected in other assets in the consolidated balance sheets.

The following table summarizes Air Group’s realized fuel hedging gains and changes in fair value of hedging contracts outstanding as of September 30, 2004 and 2003 (in millions):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Nine Months Ended	
 	 	September 30,

	 	September 30,

	
 	 	2003

	 	2004

	 	2003

	 	2004

	
Settled hedging gains included in aircraft fuel	 	$	5.1	 	 	$	4.0	 	 	$	16.5	 	 	$	12.5	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Settled hedging gains (losses) included In non-operating income (expense)***	 	$	(0.8	)	 	$	9.7	 	 	$	4.3	 	 	$	13.3	 	
Mark-to-market hedging gains included in non-operating income (expense)**	 	$	—	 	 	$	57.2	 	 	$	—	 	 	$	80.0	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Hedging gains included in non-operating income (expense)*	 	$	(0.8	)	 	$	66.9	 	 	$	4.3	 	 	$	93.3	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	

 	 	* Includes the ineffective portion recorded currently in earnings using “hedge accounting” through the first three months of 2004.	
 	 	 	
 	 	** Includes changes in fair value since March 31, 2004 resulting from the loss of “hedge accounting”.	
 	 	 	
 	 	*** 2003 includes the ineffective portion of fair market value changes under “hedge accounting”.	
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Financial Market Risk

During the first nine months of 2004, we issued $94.6 million of debt secured by flight equipment, having interest rates that vary with LIBOR and payment terms ranging from 12 to 16 years.

ITEM 4. Controls and Procedures

As of September 30, 2004, an evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (collectively, our “certifying officers”), of the effectiveness of the design and operation of our disclosure controls and procedures. These disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in our periodic reports filed with the Securities and Exchange Commission (the SEC) is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that the information is communicated to our certifying officers on a timely basis.

Our certifying officers concluded, based on their evaluation, that disclosure controls and procedures were effective.

We made no changes in our internal controls over financial reporting during the fiscal quarter ended September 30, 2004, that our certifying officers concluded materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We intend to regularly review and evaluate the design and effectiveness of our disclosure controls and procedures and internal controls over financial reporting on an ongoing basis and to improve these controls and procedures over time and to correct any deficiencies that we may discover in the future. While we believe the present design of our disclosure controls and procedures and internal controls over financial reporting are effective, future events affecting our business may cause us to modify our these controls and procedures in the future.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

We are a party to ordinary routine litigation incidental to our business and with respect to which no material liability is expected. Management believes the ultimate disposition of these matters is not likely to materially affect our financial position or results of operations. This forward-looking statement is based on management’s current understanding of the relevant law and facts; it is subject to various contingencies, including the potential costs and risks associated with litigation and the actions of judges and juries.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ITEM 3. Default on Senior Securities

None

ITEM 4. Submission of Matters to a Vote of Security Holders

None

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ITEM 5. Other Information

No changes have been made to the procedures by which security holders may recommend nominees to our Board of Directors since the filing of our definitive proxy statement for our 2004 annual meeting of shareholders.

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Signatures

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 	 	 	
 	 	ALASKA AIR GROUP, INC.	

	
Registrant	
 	 	 	
Date: November 9, 2004	
 	 	 	
By:	 	/s/ Brandon S. Pedersen

	
Brandon S. Pedersen	
Staff Vice President/Finance and Controller	
 	 	 	
By:	 	/s/ Bradley D. Tilden

	
Bradley D. Tilden	
Executive Vice President/Finance and Chief Financial Officer	
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EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are numbered in accordance with Item 601 of Regulation S-K.
 	 	 	
Exhibit No.	 	Description	
4.1*	 	Indenture dated as of March 31, 2003 between Alaska Air Group, Inc. and U.S. Bank National Association, as Trustee, and First Supplemental Indenture dated September 30, 2004 between Alaska Air Group, Inc. and U.S. Bank National Association as Trustee, relating to senior convertible notes due 2023.	
 	 	 	
10.19*	 	2004 Alaska Air Group performance based pay plan***	
 	 	 	
31.1*	 	Section 302 Certification of Chief Executive Officer Pursuant to 15 U.S.C. Section 7241	
 	 	 	
31.2*	 	Section 302 Certification of Chief Financial Officer Pursuant to 15 U.S.C. Section 7241	
 	 	 	
32.1*	 	Section 906 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350	
 	 	 	
32.2*	 	Section 906 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350	
     * Filed herewith.

*** Indicates management contract or compensatory plan or arrangement.

44

EXHIBIT 4.1

FIRST SUPPLEMENTAL INDENTURE

Dated as of September 30, 2004

Supplement to Indenture dated as of March 21, 2003

--------------------------------------------------

between

ALASKA AIR GROUP, INC.

and

U.S. BANK NATIONAL ASSOCIATION

AS TRUSTEE

--------------------------------------------------

Senior Convertible Notes
due 2023

TABLE OF CONTENTS

PAGE
----

RECITALS.................................................................................     1

ARTICLE 1
RATIFICATION; DEFINITIONS

SECTION 1.01.    First Supplemental Indenture............................................     2
SECTION 1.02.    Definitions.............................................................     2

ARTICLE 2
AMENDMENTS TO CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE

SECTION 2.01.    Amendments to Section 3.08 of the Original Indenture....................     2

ARTICLE 3
AMENDMENTS TO CERTAIN PROVISIONS OF THE SECURITIES; NOTATION ON THE SECURITIES

SECTION 3.01     Amendments to Section 4 of the Securities...............................     6
SECTION 3.02.    Amendments to Section 7 of the Securities...............................     5
SECTION 3.03.    Notation on Securities..................................................     7

ARTICLE 4
MISCELLANEOUS

SECTION 4.01.    Trust Indenture Act Controls............................................     8
SECTION 4.02.    Incorporation into Indenture............................................     8
SECTION 4.03.    Successors and Assigns..................................................     8
SECTION 4.04.    Governing Law...........................................................     8
SECTION 4.05.    Multiple Originals......................................................     8
SECTION 4.06.    Separability Clause.....................................................     8
SECTION 4.07     The Trustee.............................................................     8

i

FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 2004 ("First
Supplemental Indenture"), between Alaska Air Group, Inc., a Delaware corporation
(the "Company"), and U.S. Bank National Association, as trustee (the "Trustee").

RECITALS

WHEREAS, the Company and the Trustee executed and delivered an Indenture,
dated as of March 21, 2003 (the "Original Indenture"; and, as amended by this
First Supplemental Indenture, the "Indenture"), to provide for the issuance by
the Company of its Senior Convertible Notes due 2023 (the "Securities");

WHEREAS, the Company desires to amend the Original Indenture and the
Securities to rescind the Company's right pursuant to Section 3.08 of the
Original Indenture and the Securities to pay for the purchase of Securities at
the option of the Holder pursuant to such section, in whole or in part, in
shares of Common Stock in lieu of cash;

WHEREAS, Section 9.01 of the Original Indenture provides that, without the
consent of any Securityholder, the Company and the Trustee may amend the
Original Indenture or the Securities to, among other things, make any change
that does not adversely affect the rights of any Holders; and

WHEREAS, all things necessary for the execution of this First Supplemental
Indenture, and to make this First Supplemental Indenture a valid supplement to
the Original Indenture according to its terms and a valid and binding agreement
of the Company, have been done.

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree, for
the benefit of the other party and for the equal and ratable benefit of the
Holders, as follows:

1

ARTICLE 1

RATIFICATION; DEFINITIONS

SECTION 1.01. First Supplemental Indenture. This First Supplemental
Indenture is supplemental to, and is entered into in accordance with Section
9.01 of the Original Indenture and, except as modified, amended and supplemented
by this First Supplemental Indenture, the provisions of the Original Indenture
are ratified and confirmed in all respects and shall remain in full force and
effect.

SECTION 1.02. Definitions. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Original Indenture.

ARTICLE 2

AMENDMENTS TO CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE

SECTION 2.01. Amendments to Section 3.08 of the Original Indenture.
Section 3.08 of the Original Indenture is hereby amended and restated to read in
its entirety as follows:

"SECTION 3.08 Purchase of Securities at Option of the Holder

(a) General. Securities shall be purchased by the Company pursuant
to paragraph 7 of the Securities as of March 21, 2008, 2013 and 2018
(each, a "Purchase Date"), at a purchase price equal to the Variable
Principal Amount of the Securities on the applicable Purchase Date plus
accrued and unpaid cash interest, if any, (the "Purchase Price"), at the
option of the Holder thereof, upon:

(1) delivery to the Paying Agent, by the Holder of a written notice
of purchase (a "Purchase Notice") at any time from the opening of
business on the date that is 20 Business Days prior to a Purchase
Date until the close of business on such Purchase Date stating:

(A) the certificate numbers of the Securities which the Holder
will deliver to be purchased,

(B) the portion of the Original Principal Amount of the
Securities which the Holder will deliver to be purchased,
which portion must be an Original Principal Amount of $1,000
or an integral multiple thereof,

(C) that such Security shall be purchased as of the Purchase
Date pursuant to the terms and conditions specified in
paragraph 7 of the Securities and in this Indenture; and

(2) delivery of such Security to the Paying Agent prior to, on or
after the Purchase Date (together with all necessary endorsements)
at the offices

2

of the Paying Agent, such delivery being a condition to receipt by
the Holder of the Purchase Price therefor; provided, however, that
such Purchase Price shall be so paid pursuant to this Section 3.08
only if the Security so delivered to the Paying Agent shall conform
in all respects to the description thereof in the related Purchase
Notice, as determined by the Company.

The Company shall purchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the Original Principal Amount of
such portion is $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to the purchase of all of a Security also apply
to the purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.08 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and
unpaid cash interest, if any) promptly following the later of the Purchase
Date and the time of delivery of the Security.

Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this
Section 3.08(a) shall have the right to withdraw such Purchase Notice at
any time prior to the close of business on the business day prior to the
Purchase Date by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 3.10.

The Paying Agent shall promptly notify the Company of the receipt by
it of any Purchase Notice or written notice of withdrawal thereof.

(b) Manner of Payment of Purchase Price. The Securities to be
purchased pursuant to Section 3.08(a) shall be paid for in U.S. legal
tender ("cash"), subject to the conditions set forth in Sections 3.08(c).

At least three Business Days before the Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

(i) the information required by Section 3.08(e), and

(ii) whether the Company desires the Trustee to give the Company
Notice required by Section 3.08(e).

(c) Purchase with Cash. On each Purchase Date, the Purchase Price of
Securities in respect of which a Purchase Notice pursuant to Section
3.08(a) has been given, shall be paid by the Company with cash equal to
the aggregate Purchase Price of such Securities. The Company Notice, as
provided in Section 3.08(e), shall be sent to Holders (and to beneficial
owners as required by applicable law) not less than 20 Business Days prior
to such Purchase Date (the "Company Notice Date").

3

(d) Certain Definitions.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

The "Market Price" of the Common Stock means the average of the Sale
Prices of the Common Stock for the five trading day period ending on the third
Business Day (if the third Business Day prior to the applicable Purchase Date is
a trading day or, if not, then on the last trading day) prior to the applicable
Purchase Date, appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such Purchase Date, of any event described in
Section 11.06, 11.07 or 11.08; subject, however, to the conditions set forth in
Sections 11.09 and 11.10.

"Securities Act" means the Securities Act of 1933, as amended.

(e) Notice. The Company's notice shall be sent to the Holders (and
to beneficial owners as required by applicable law) in the manner provided
in Section 14.02 at the time specified in Section 3.08(c) (the "Company
Notice"). Each Company Notice shall include a form of Purchase Notice to
be completed by a Securityholder and shall state:

(i) the Purchase Price, the Conversion Rate and accrued and unpaid
cash interest, if any, that will be accrued and payable with respect
to the Securities as of the Purchase Date;

(ii) the name and address of the Paying Agent and the Conversion
Agent;

(iii) that Securities as to which a Purchase Notice has been given
may be converted pursuant to Article 11 hereof only if the
applicable Purchase Notice has been withdrawn in accordance with the
terms of this Indenture;

(iv) that Securities must be surrendered to the Paying Agent to
collect payment of the Purchase Price and interest, if any;

(v) that the Purchase Price for any Security as to which a Purchase
Notice has been given and not withdrawn, together with any cash
interest payable with respect thereto, will be paid promptly
following the later of the Purchase Date and the time of surrender
of such Security as described in (iv);

(vi) the procedures the Holder must follow to exercise rights under
Section 3.08 and a brief description of those rights;

(vii) briefly, the conversion rights of the Securities and that
Holders who want to convert Securities must satisfy the requirements
set forth in paragraph 9 of the Securities;

4

(viii) the procedures for withdrawing a Purchase Notice (including,
without limitation, for a conditional withdrawal pursuant to the
terms of Section 3.10);

(ix) that, unless the Company defaults in making payment of such
Purchase Price and cash interest, if any, the Variable Principal
Amount will cease to increase and cash interest, if any, on
Securities surrendered for purchase will cease to accrue on and
after the Purchase Date; and

(x) the CUSIP number of the Securities.

At the Company's request, the Trustee shall give such Company Notice
in the Company's name and at the Company's expense; provided, however,
that, in all cases, the text of such Company Notice shall be prepared by
the Company.

(f) [Intentionally Deleted]

(g) Procedure upon Purchase. The Company shall deposit cash at the
time and in the manner as provided in Section 3.11, sufficient to pay the
aggregate Purchase Price of, and any accrued and unpaid interest with
respect to all Securities to be purchased pursuant to this Section 3.08.

(h) Taxes. Nothing herein shall preclude any income tax withholding
required by law or regulations."

ARTICLE 3

AMENDMENTS TO CERTAIN PROVISIONS OF THE SECURITIES;
NOTATION ON THE SECURITIES

SECTION 3.01. Amendments to Section 4 of the Securities. Section 4
of the Securities is hereby amended and restated to read in its entirety as
follows:

"4. Indenture and First Supplemental Indenture.

The Company issued the Securities pursuant to an Indenture dated as
of March 21, 2003 (the "Original Indenture"), between the Company and the
Trustee. Pursuant to Section 9.01 of the Original Indenture, the Company
and the Trustee entered into a First Supplemental Indenture, dated as of
August 31, 2004 (the "First Supplemental Indenture"), to rescind the
Company's right to pay for the purchase of the Securities at the option of
the Holder in shares of Common Stock in lieu of cash. The terms of the
Securities include those stated in the Original Indenture, as amended by
the First Supplemental Indenture (as so amended, the "Indenture"), and
those made part of the Indenture by reference to the Trust Indenture Act
of 1939, as in effect from time to time (the "TIA"). Capitalized terms
used herein and not defined herein have the meanings ascribed thereto in
the Indenture. The Securities are subject to all such terms, and

5

Securityholders are referred to the Indenture and the TIA for a statement
of those terms.

The Securities are unsecured (subject to Article XIII of the
Indenture) and unsubordinated obligations of the Company limited to
$150,000,000 aggregate Original Principal Amount (subject to Section 2.07
of the Indenture). The Indenture does not limit other indebtedness of the
Company, secured or unsecured."

SECTION 3.02. Amendments to Section 7 of the Securities. Section 7
of the Securities is hereby amended and restated to read in its entirety as
follows:

"7. Purchase by the Company at the Option of the Holder.

Subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase, at the option of the Holder, the
Securities held by such Holder on March 21, 2008, March 21, 2013 and March
21, 2018 at a purchase price equal to the Variable Principal Amount of
such Securities on the applicable Purchase Date plus accrued and unpaid
cash interest, if any, upon delivery of a Purchase Notice containing the
information set forth in the Indenture, at any time from the opening of
business on the date that is 20 Business Days prior to such Purchase Date
until the close of business on the day immediately preceding such Purchase
Date and upon delivery of the Securities to the Paying Agent by the Holder
as set forth in the Indenture. The Purchase Price shall be paid in cash in
accordance with the Indenture.

If prior to a Purchase Date this Security has been converted to a
quarterly coupon note following the occurrence of a Tax Event, the
Purchase Price will be equal to the Restated Principal Amount plus accrued
and unpaid cash interest from the date of conversion to the Purchase Date
as provided in the Indenture.

At the option of the Holder and subject to the terms and conditions
of the Indenture, the Company shall become obligated to purchase all or a
portion of the Securities in integral multiples of $1,000 Original
Principal Amount held by such Holder no later than 30 Business Days after
the occurrence of a Change in Control of the Company for a Change in
Control Purchase Price equal to the Variable Principal Amount of such
Securities plus accrued and unpaid cash interest, if any, to but not
including the Change in Control Purchase Date, which Change in Control
Purchase Price shall be paid in cash. If prior to a Change in Control
Purchase Date this Security has been converted to a quarterly coupon note
following the occurrence of a Tax Event, the Change in Control Purchase
Price shall be equal to the Restated Principal Amount plus accrued cash
interest from the date of conversion to the Change in Control Purchase
Date.

A third party may make the offer and purchase of the Securities in
lieu of the Company in accordance with the Indenture.

6

Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivering to the Paying
Agent a written notice of withdrawal in accordance with the provisions of
the Indenture.

If cash sufficient to pay the Purchase Price or Change in Control
Purchase Price, as the case may be, of all Securities or portions thereof
to be purchased as of the Purchase Date or the Change in Control Purchase
Date, as the case may be, is deposited with the Paying Agent on the
Business Day following the Purchase Date or the Change in Control Purchase
Date, as the case may be, the Variable Principal Amount shall cease to
increase, and cash interest, if any, shall cease to accrue on such
Securities (or portions thereof) on such Purchase Date or Change in
Control Purchase Date, as the case may be, and the Holder thereof shall
have no other rights as such (other than the right to receive the Purchase
Price or Change in Control Purchase Price, as the case may be, if any,
upon surrender of such Security)."

SECTION 3.03. Notation on Securities. (a) The Securities, as amended
by the provisions of this First Supplemental Indenture, shall bear a notation
substantially to the following effect:

"THE TERMS OF THIS SECURITY HAVE BEEN AMENDED TO THE EXTENT PROVIDED IN
THE FIRST SUPPLEMENTAL INDENTURE, DATED AS OF AUGUST 31, 2004, BETWEEN THE
COMPANY AND THE TRUSTEE. THE FIRST SUPPLEMENTAL INDENTURE WAS ENTERED INTO
BETWEEN THE COMPANY AND THE TRUSTEE PURSUANT TO SECTION 9.01 OF THE
INDENTURE TO RESCIND THE COMPANY'S RIGHT TO PAY FOR THE PURCHASE OF THE
SECURITIES AT THE OPTION OF THE HOLDER IN SHARES OF COMMON STOCK IN LIEU
OF CASH. THE TERMS OF THIS SECURITY INCLUDE THOSE STATED IN THE INDENTURE,
AS SUPPLEMENTED BY THE FIRST SUPPLEMENTAL INDENTURE, AND HOLDERS ARE
REFERRED TO THE INDENTURE AND THE FIRST SUPPLEMENTAL INDENTURE FOR A
STATEMENT OF THOSE TERMS."

(b) The Trustee hereby agrees to cause the Securities to bear the
above notation pursuant to, and upon satisfaction of, the conditions set forth
in Sections 9.05, 9.06, 14.04 and 14.05 of the Indenture.

7

ARTICLE 4

MISCELLANEOUS

SECTION 4.01. Trust Indenture Act Controls. If any provision of this
First Supplemental Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

SECTION 4.02. Incorporation into Indenture. This First Supplemental
Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided.

SECTION 4.03. Successors. All covenants and agreements of the
Company and the Trustee in this First Supplemental Indenture shall bind their
respective successors.

SECTION 4.04. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS FIRST SUPPLEMENTAL INDENTURE.

SECTION 4.05. Multiple Originals. The parties may sign any number of
copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One originally
signed copy is enough to prove this First Supplemental Indenture.

SECTION 4.06. Separability Clause. In case any provision in this
First Supplemental Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

SECTION 4.07 The Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
First Supplemental Indenture. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof.

* * * * * * * * *

8

IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this First Supplemental Indenture on behalf of the respective parties
hereto as of the date first above written.

ALASKA AIR GROUP, INC.

By: /s/ Bradley Tilden
-------------------------------------
Name: Bradley Tilden
Title: Executive Vice President/Finance &
Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By: /s/ Alison D.B. Nadeau
-------------------------------------
Name: Alison D.B. Nadeau
Title: Vice President

EXECUTION COPY

----------------------------------------------------------

ALASKA AIR GROUP, INC.

AND

U.S. BANK NATIONAL ASSOCIATION

as TRUSTEE

Senior Convertible Notes
due 2023

----------------------------------------------------------

INDENTURE

Dated as of March 21, 2003

----------------------------------------------------------

CROSS REFERENCE TABLE*

IA Section......................................................          Indenture Section
310(a)(1).......................................................                7.10
(a)(2).......................................................                7.10
(a)(3).......................................................                N.A.
(a)(4).......................................................                N.A.
(b)..........................................................             7.08; 7.10
(c)..........................................................                N.A.
311(a)..........................................................                7.11
(b)..........................................................                7.11
(c)..........................................................                N.A.
312(a)..........................................................                2.05
(b)..........................................................                14.03
(c)..........................................................                14.03
313(a)..........................................................                7.06
(b)(1).......................................................                N.A.
(b)(2).......................................................                7.06
(c)..........................................................                14.02
(d)..........................................................                7.06
314(a)..........................................................          4.02; 4.03; 14.02
(b)..........................................................                N.A.
(c)(1).......................................................                14.04
(c)(2).......................................................                14.04
(c)(3).......................................................                N.A.
(d)..........................................................                N.A.
(e)..........................................................                14.05
(f)..........................................................                N.A.
315(a)..........................................................                7.01
(b)..........................................................             7.05; 14.02
(c)..........................................................                7.01
(d)..........................................................                7.01
(e)..........................................................                6.11
316(a) (last sentence)..........................................                2.08
(a)(1)(A)....................................................                6.05
(a)(1)(B)....................................................                6.04
(a)(2).......................................................                N.A.
(b)..........................................................                6.07
317(a)(1).......................................................                6.08
(a)(2).......................................................                6.09
(b)..........................................................                2.04
318(a)..........................................................                14.01

N.A. means Not Applicable.

----------
*     Note: This Cross Reference Table shall not, for any purpose, be deemed to
be part of the Indenture.

TABLE OF CONTENTS*

PAGE

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.........................................................................................          1
SECTION 1.02 Other Definitions...................................................................................          8
SECTION 1.03 Incorporation by Reference of Trust Indenture Act...................................................         10
SECTION 1.04 Rules of Construction...............................................................................         10
SECTION 1.05 Acts of Holders.....................................................................................         10

ARTICLE 2
THE SECURITIES

SECTION 2.01 Form and Dating.....................................................................................         12
SECTION 2.02 Execution and Authentication........................................................................         13
SECTION 2.03 Registrar, Paying Agent and Conversion Agent........................................................         14
SECTION 2.04 Paying Agent to Hold Money and Securities in Trust..................................................         15
SECTION 2.05 Securityholder Lists................................................................................         15
SECTION 2.06 Transfer and Exchange...............................................................................         15
SECTION 2.07 Replacement Securities..............................................................................         17
SECTION 2.08 Outstanding Securities; Determinations of Holders' Action...........................................         17
SECTION 2.09 Temporary Securities................................................................................         18
SECTION 2.10 Cancellation........................................................................................         18
SECTION 2.11 Persons Deemed Owners...............................................................................         19
SECTION 2.12 Global Securities...................................................................................         19
SECTION 2.13 CUSIP Numbers.......................................................................................         24

ARTICLE 3
REDEMPTION AND PURCHASES

SECTION 3.01 Right to Redeem; Notices to Trustee.................................................................         24
SECTION 3.02 Selection of Securities to Be Redeemed..............................................................         24
SECTION 3.03 Notice of Redemption................................................................................         25
SECTION 3.04 Effect of Notice of Redemption......................................................................         26
SECTION 3.05 Deposit of Redemption Price.........................................................................         26
SECTION 3.06 Securities Redeemed in Part.........................................................................         26
SECTION 3.07 Conversion Arrangement on Call for Redemption.......................................................         26
SECTION 3.08 Purchase of Securities at Option of the Holder......................................................         27
SECTION 3.09 Purchase of Securities at Option of the Holder upon Change in Control...............................         33

----------
*     Note: This Table of Contents shall not, for any purpose, be deemed to be
part of the Indenture.

i

SECTION 3.10 Effect of Purchase Notice or Change in Control Purchase Notice......................................         36
SECTION 3.11 Deposit of Purchase Price or Change in Control Purchase Price.......................................         37
SECTION 3.12 Securities Purchased in Part........................................................................         37
SECTION 3.13 Repayment to the Company............................................................................         38

ARTICLE 4
COVENANTS

SECTION 4.01 Payment of Securities...............................................................................         38
SECTION 4.02 SEC and Other Reports...............................................................................         38
SECTION 4.03 Compliance Certificate..............................................................................         39
SECTION 4.04 Further Instruments and Acts........................................................................         39
SECTION 4.05 Maintenance of Office or Agency.....................................................................         39
SECTION 4.06 Delivery of Certain Information.....................................................................         39
SECTION 4.07 Limitation on Guarantees of Indebtedness by Subsidiaries............................................         40
SECTION 4.08 Covenant to Comply With Securities Laws Upon Purchase of Securities.................................         40
SECTION 4.09 Calculation of Certain Amounts......................................................................         40

ARTICLE 5
SUCCESSOR CORPORATION

SECTION 5.01 When Company May Merge or Transfer Assets...........................................................         40

ARTICLE 6
DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default...................................................................................         41
SECTION 6.02 Acceleration........................................................................................         43
SECTION 6.03 Other Remedies......................................................................................         44
SECTION 6.04 Waiver of Past Defaults.............................................................................         44
SECTION 6.05 Control by Majority.................................................................................         44
SECTION 6.06 Limitation on Suits.................................................................................         45
SECTION 6.07 Rights of Holders to Receive Payment................................................................         45
SECTION 6.08 Collection Suit by Trustee..........................................................................         45
SECTION 6.09 Trustee May File Proofs of Claim....................................................................         45
SECTION 6.10 Priorities..........................................................................................         46
SECTION 6.11 Undertaking for Costs...............................................................................         47
SECTION 6.12 Waiver of Stay, Extension or Usury Laws.............................................................         47

ARTICLE 7
TRUSTEE

SECTION 7.01 Duties of Trustee...................................................................................         47
SECTION 7.02 Rights of Trustee...................................................................................         48
SECTION 7.03 Individual Rights of Trustee........................................................................         50
SECTION 7.04 Trustee's Disclaimer................................................................................         50
SECTION 7.05 Notice of Defaults..................................................................................         50
SECTION 7.06 Reports by Trustee to Holders.......................................................................         50

ii

SECTION 7.07 Compensation and Indemnity..........................................................................         50
SECTION 7.08 Replacement of Trustee..............................................................................         51
SECTION 7.09 Successor Trustee by Merger.........................................................................         52
SECTION 7.10 Eligibility; Disqualification.......................................................................         52
SECTION 7.11 Preferential Collection of Claims Against Company...................................................         52

ARTICLE 8
DISCHARGE OF INDENTURE

SECTION 8.01 Discharge of Liability on Securities................................................................         52
SECTION 8.02 Repayment to the Company............................................................................         53

ARTICLE 9
AMENDMENTS

SECTION 9.01 Without Consent of Holders..........................................................................         53
SECTION 9.02 With Consent of Holders.............................................................................         54
SECTION 9.03 Compliance with Trust Indenture Act.................................................................         55
SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions..............................................         55
SECTION 9.05 Notation on or Exchange of Securities...............................................................         55
SECTION 9.06 Trustee to Sign Supplemental Indentures.............................................................         55
SECTION 9.07 Effect of Supplemental Indentures...................................................................         55

ARTICLE 10
SPECIAL TAX EVENT CONVERSION

SECTION 10.01 Optional Conversion to Quarterly Coupon Note upon Tax Event........................................         55

ARTICLE 11
CONVERSION

SECTION 11.01 Conversion Privilege...............................................................................         56
SECTION 11.02 Conversion Procedure...............................................................................         56
SECTION 11.03 Fractional Shares..................................................................................         58
SECTION 11.04 Taxes on Conversion................................................................................         58
SECTION 11.05 Company to Provide Stock...........................................................................         58
SECTION 11.06 Adjustment for Change in Capital Stock.............................................................         58
SECTION 11.07 Adjustment for Rights Issue........................................................................         59
SECTION 11.08 Adjustment for Other Distributions.................................................................         60
SECTION 11.09 When Adjustment May Be Deferred....................................................................         62
SECTION 11.10 When No Adjustment Required........................................................................         62
SECTION 11.11 Notice of Adjustment...............................................................................         63
SECTION 11.12 Voluntary Increase.................................................................................         63
SECTION 11.13 Notice of Certain Transactions.....................................................................         63
SECTION 11.14 Reorganization of Company; Special Distributions...................................................         64
SECTION 11.15 Company Determination Final........................................................................         64
SECTION 11.16 Trustee's Adjustment Disclaimer....................................................................         65
SECTION 11.17 Simultaneous Adjustments...........................................................................         65

iii

SECTION 11.18 Successive Adjustments.............................................................................         65
SECTION 11.19 Rights Issued in Respect of Common Stock Issued Upon Conversion....................................         65
SECTION 11.20 Company's Right to Elect to Pay Cash or Common Stock...............................................         65

ARTICLE 12
PAYMENT OF INTEREST

SECTION 12.01 Interest Payments..................................................................................         66
SECTION 12.02 Defaulted Interest.................................................................................         66
SECTION 12.03 Interest Rights Preserved..........................................................................         67

ARTICLE 13
SECURITY

SECTION 13.01 Security...........................................................................................         67

ARTICLE 14
MISCELLANEOUS

SECTION 14.01 Trust Indenture Act Controls.......................................................................         69
SECTION 14.02 Notices............................................................................................         69
SECTION 14.03 Communication by Holders with Other Holders........................................................         70
SECTION 14.04 Certificate and Opinion as to Conditions Precedent.................................................         70
SECTION 14.05 Statements Required in Certificate or Opinion......................................................         70
SECTION 14.06 Separability Clause................................................................................         70
SECTION 14.07 Rules by Trustee, Paying Agent, Conversion Agent and Registrar.....................................         70
SECTION 14.08 Calculations.......................................................................................         71
SECTION 14.09 Legal Holidays.....................................................................................         71
SECTION 14.10 GOVERNING LAW......................................................................................         71
SECTION 14.11 No Recourse Against Others.........................................................................         71
SECTION 14.12 Successors.........................................................................................         71
SECTION 14.13 Multiple Originals.................................................................................         71

EXHIBITS

Exhibit A-1   Form of Global Security
Exhibit A-2   Form of Certificate Security
Exhibit B-1   Transfer Certificate
Exhibit B-2   Form of Letter to be Delivered by Accredited Investors

iv

EXECUTION COPY

INDENTURE dated as of March 21, 2003 between ALASKA AIR GROUP, INC.,
a Delaware corporation ("Company"), and U.S. Bank National Association, as
trustee (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of Senior
Convertible Notes due 2023 (the "Securities") having the terms, tenor, amount
and other provisions hereinafter set forth, and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.

All things necessary to make the Securities, when the Securities are
duly executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
Indenture a valid and binding agreement of the Company, in accordance with their
and its terms, have been done. In addition, all things necessary to duly
authorize the issuance of the Common Stock of the Company issuable upon the
conversion of the Securities, and to duly reserve for issuance the number of
shares of Common Stock issuable upon such conversion, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

"144A Global Security" means a permanent Global Security in the form
of the Security attached hereto as Exhibit A-1, and that is deposited with and
registered in the name of the Depositary, representing Securities sold in
reliance on Rule 144A under the Securities Act.

"Affiliate" of any specified person means any other person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

"Average Sale Price" means the average of the Sale Prices of the
Common Stock for the shorter of

(i) 30 consecutive trading days ending on the last full trading day
prior to the Time of Determination with respect to the rights,
warrants or options or distribution in respect of which the Average
Sale Price is being calculated, or

(ii) the period (x) commencing on the date next succeeding the first
public announcement of (a) the issuance of rights, warrants or
options or (b) the distribution, in each case, in respect of which
the Average Sale Price is being calculated and (y) proceeding
through the last full trading day prior to the Time of Determination
with respect to the rights, warrants or options or distribution in
respect of which the Average Sale Price is being calculated
(excluding days within such period, if any, which are not trading
days), or

(iii) the period, if any, (x) commencing on the date next succeeding
the Ex-Dividend Time with respect to the next preceding (a) issuance
of rights, warrants or options or (b) distribution, in each case,
for which an adjustment is required by the provisions of Section
11.06(c), 11.07 or 11.08 and (y) proceeding through the last full
trading day prior to the Time of Determination with respect to the
rights, warrants or options or distribution in respect of which the
Average Sale Price is being calculated (excluding days within such
period, if any, which are not trading days).

In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 11.06(a), (b), (d) or (e) applies occurs
during the period applicable for calculating "Average Sale Price" pursuant to
the definition in the preceding sentence, "Average Sale Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Common Stock during such period.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of such board.

"Business Day" means each day of the year other than a Saturday or a
Sunday or other day on which banking institutions in The City of New York are
required or authorized to close.

"Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock or other equity issued
by that corporation.

"Certificated Securities" means any of the Securities that are in
the form of the Securities attached hereto as Exhibit A-2.

2

"Common Stock" shall mean the shares of Common Stock, $1.00 par
value, of the Company as it exists on the date of this Indenture or any other
shares of Capital Stock of the Company into which the Common Stock shall be
reclassified or changed.

"Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

"Company Request" or "Company Order" means a written request or
order signed in the name of the Company by any two Officers.

"Corporate Trust Office" means the principal office of the Trustee
at which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, 8W, New York, New
York 10286, Attention: Corporate Trust Division, or such other address as the
Trustee may designate from time to time by notice to the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the
Company).

"Debt" means with respect to the Company or any Subsidiary at any
date, without duplication, obligations (other than nonrecourse obligations) for
borrowed money or evidenced by bonds, debentures, notes or similar instruments.

"Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

"Global Securities" means any of the Securities that are in the form
of the Securities attached hereto as Exhibit A-1, and to the extent that such
Securities are required to bear the Legend required by Section 2.06, such
Securities will be in the form of a 144A Global Security.

"Government Securities" means the direct obligations of, obligations
fully guaranteed by, or participations in pools consisting solely of obligations
of or obligations guaranteed by the United States of America for the payment of
which guarantee or obligations the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the option of the
issuer thereof.

"guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

"Holder" or "Securityholder" means a person in whose name a Security
is registered on the Registrar's books.

3

"Indenture" means this Indenture, as amended or supplemented from
time to time in accordance with the terms hereof, including the provisions of
the TIA that are deemed to be a part hereof.

"Interest Payment Date" means March 21, June 21, September 21 and
December 21 of each year, commencing June 21, 2003 until (subject to Article X
hereof) March 21, 2008.

"Institutional Accredited Investor Security" means a Security in the
form of the Security attached hereto as Exhibit A-2, representing Securities
sold to Institutional Accredited Investors.

"Issue Date" of any Security means the date on which the Security
was originally issued or deemed issued as set forth on the face of the Security.

"Issue Price" of any Security means, in connection with the original
issuance of such Security, the initial issue price at which the Security is sold
as set forth on the face of the Security.

"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset
given to secure any indebtedness, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction with respect to any such lien, pledge, charge or
security interest).

"Officer" means the Chairman of the Board, the Vice Chairman, the
Chief Executive Officer, the President, any Executive Vice President, any Senior
Vice President, any Vice President, the Treasurer or the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company.

"Officers' Certificate" means a written certificate containing the
information specified in Sections 14.04 and 14.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be signed by the principal
executive financial or accounting Officer of the Company but need not contain
the information specified in Sections 14.04 and 14.05.

"Opinion of Counsel" means a written opinion containing the
information specified in Sections 14.04 and 14.05, from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of, or
counsel to, the Company or the Trustee.

"Original Principal Amount" of each Security means the original
principal amount as set forth on the face of the Security.

"person" or "Person" means any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.

4

"Pledge Account" means an account established by the Trustee
pursuant to the terms of the Pledge Agreement for the deposit of the Pledged
Securities purchased by the Company with a portion of the proceeds from the sale
of the Securities.

"Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, made by the Company in favor of the Trustee, governing the disbursement
of funds from the Pledge Account, as such agreement may be amended, restated,
supplemented or otherwise modified from time to time, and the term Pledge
Agreement includes the Control Agreement referred to therein and contemplated
thereby, as such agreement may be amended, restated, supplemented or otherwise
modified from time to time.

"Pledged Securities" means the Government Securities to be purchased
by the Company and held in the Pledge Account in accordance with the Pledge
Agreement.

"Principal", "Principal Amount" or "principal amount" of a Security
on any date means the Variable Principal Amount of such Security on such date.

"Rate/Yield Determination Date" means the second London Banking Day
preceding the related Reset Date.

"Redemption Date" or "redemption date" means the date specified for
redemption of the Securities in accordance with the terms of the Securities and
this Indenture.

"Redemption Price" or "redemption price" shall have the meaning set
forth in paragraph 6 of the Securities.

"Regular Record Date" means each March 7, June 7, September 7 and
December 7 (whether or not a Business Day).

"Reset Date" means each March 21, June 21, September 21 and December
21 of each year, commencing on June 21, 2003; provided, however, that if any
Reset Date would otherwise be a day that is not a Business Day, that Reset Date
will be postponed to the next succeeding Business Day, except if that Business
Day falls in the next succeeding calendar month, that Reset Date will be the
immediately preceding Business Day.

"Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, trust officer or
any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such
person's knowledge of and familiarity with the particular subject and who, in
each case, shall have direct responsibility for the administration of this
Indenture.

"Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibits A-1
and A-2 of this Indenture.

"Rule 144" means Rule 144 under the Securities Act (or any successor
rule having substantially similar provisions), as it may be amended from time to
time.

5

"Rule 144A" means Rule 144A under the Securities Act (or any
successor rule having substantially similar provisions), as it may be amended
from time to time.

"Sale Price" of Capital Stock on any date means (a) the closing per
share sale price (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date as reported on the NYSE or
such other United States securities exchange on which the Capital Stock is
traded or, if the Capital Stock is not listed on a United States national or
regional securities exchange, as reported by the National Association of
Securities Dealers Automated Quotation System or by the National Quotation
Bureau Incorporated or (b) in the absence of such quotation, such price as the
Company shall determine on the basis of such quotations as the Company considers
appropriate.

"SEC" means the United States Securities and Exchange Commission.

"Securities" means any of the Company's Senior Convertible Notes due
2023, as amended or supplemented from time to time, issued under this Indenture.

"Securityholder" or "Holder" means a person in whose name a Security
is registered on the Registrar's books.

"Significant Subsidiary" means "significant subsidiary", as such
term is defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933,
as amended.

"Special Record Date" means, with respect to, the payment of any
Defaulted Interest, the date fixed by the Trustee pursuant to Section 12.02.

"Stated Maturity", when used with respect to any Security, means the
date specified in such Security as the final fixed date on which the Variable
Principal Amount of such Security is due and payable.

"Subsidiary" means (i) a corporation, a majority of whose Capital
Stock with voting power, under ordinary circumstances, to elect directors is, at
the date of determination, directly or indirectly owned by the Company, by one
or more Subsidiaries of the Company or by the Company and one or more
Subsidiaries of the Company, (ii) a partnership in which the Company or a
Subsidiary of the Company holds a majority interest in the equity capital or
profits of such partnership, or (iii) any other person (other than a corporation
or a partnership) in which the Company, a Subsidiary of the Company or the
Company and one or more Subsidiaries of the Company, directly or indirectly, at
the date of determination, has (x) at least a majority ownership interest or (y)
the power to elect or direct the election of a majority of the directors or
other governing body of such person.

"Tax Event" means that the Company shall have received an opinion
from independent tax counsel experienced in such matters to the effect that as a
result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
taxing authority thereof or (b) any amendment to, or change in, an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, in each case which

6

amendment or change is enacted, promulgated, issued or announced or which
interpretation is issued or announced or which action is taken, on or after
March 18, 2003, there is more than an insubstantial risk that accruals of
variable principal amount payable on the Securities either (i) would not be
deductible on a current accrual basis or (ii) would not be deductible under any
other method, in either case in whole or in part, by the Company (by reason of
deferral, disallowance, or otherwise) for United States federal income tax
purposes.

"Tax Original Issue Discount" means the amount of ordinary interest
income on a Security that must be accrued as original issue discount for United
States federal income tax purposes.

"TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

"Time of Determination" means the time and date of the earlier of
(i) the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 11.07 or 11.08 applies
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the New York Stock Exchange or such other national or regional exchange or
market on which the Common Stock is then listed or quoted.

"trading day" means a day during which trading in securities
generally occurs on the New York Stock Exchange or, if the Common Stock is not
listed on the New York Stock Exchange, on the principal other national or
regional securities exchange on which the Common Stock is then listed or, if the
Common Stock is not listed on a national or regional securities exchange, on the
National Association of Securities Dealers Automated Quotation System or, if the
Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common
Stock is then traded.

"Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

"3-month LIBOR" means, as of any Reset Date:

(a) the blended rate for 3-month deposits in United States dollars
commencing on such Reset Date that appears on the Moneyline Telerate Page 3750
as of 11:00 A.M., London time, on the related Rate/Yield Determination Date, or

(b) if fewer than two source rates are used to calculate the blended
rate, or no rate appears, on the particular Rate/Yield Determination Date on the
Moneyline Telerate Page 3750, the rate calculated by the Calculation Agent as
the arithmetic mean of at least two offered quotations obtained by the
Calculation Agent after requesting the principal London offices of each of four
major reference banks (which shall not include Affiliates of the Calculation
Agent) in the London interbank market to provide the Calculation Agent with its
offered quotation for deposits in United States dollars for the period of three
months, commencing on the related Reset

7

Date, to prime banks in the London interbank market at approximately 11.00 A.M.,
London time, on that Rate/Yield Determination Date and in a principal amount
that is representative for a single transaction in United States dollars in that
market at that time, or

(c) if fewer than two offered quotations referred to in clause (b)
are provided as requested, the rate calculated by the Calculation Agent as the
arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time,
on the particular Rate/Yield Determination Date by three major banks (which
shall not include Affiliates of the Calculation Agent) in The City of New York
selected by the Calculation Agent for loans in United States dollars to leading
European banks for a period of three months and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time, or

(d) if the banks so selected by the Calculation Agent are not
quoting as mentioned in clause (c), the current LIBOR in effect from the
previous Rate/Yield Determination Date.

For purposes of clauses (b) and (c) above, all percentages resulting
from such calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward.

"Variable Interest Rate" shall be, until June 21, 2003, 3.78625% per
annum. Commencing June 21, 2003, the Variable Interest Rate shall be reset
quarterly each Reset Date until March 21, 2008 to a rate of 3-month LIBOR plus
2.50% per annum. The Variable Interest Rate will be calculated using the actual
number of days elapsed between the Reset Dates divided by 360.

"Variable Principal Amount" of a Security means the Original
Principal Amount increased daily by the applicable Variable Yield. Until March
21, 2008, the Variable Principal Amount per $1,000 Original Principal Amount of
a Security will be equal to the Original Principal Amount of $1,000. Commencing
March 21, 2008, the Variable Principal Amount will accrue daily at the
applicable Variable Yield applied to the Variable Principal Amount of the
Security as of the most recent Reset Date. The Variable Principal Amount will
compound quarterly, not daily.

"Variable Yield" shall, commencing March 21, 2008, be reset
quarterly each Reset Date to a rate of 3-month LIBOR plus 2.50% per annum.
Regardless of the level of 3-month LIBOR, the Yield shall not exceed 5.25% per
annum. The Yield shall be calculated using the actual number of days elapsed
between the Reset Dates divided by 360.

SECTION 1.02 Other Definitions.

Defined in
Term                                                                   Section
----                                                                  ----------

"Act" .......................................................           1.05(a)
"Agent Members" .............................................           2.12(f)
"Average Sale Price" ........................................             11.01
"Bankruptcy Law" ............................................              6.01

8

"beneficial owner" ..........................................           3.09(a)
"Calculation Agent" .........................................              2.03
"cash" ......................................................           3.08(b)
"Change in Control" .........................................           3.09(a)
"Change in Control Purchase Date" ...........................           3.09(a)
"Change in Control Purchase Notice" .........................           3.09(c)
"Change in Control Purchase Price" ..........................           3.09(a)
"Company Notice" ............................................           3.08(e)
"Company Notice Date" .......................................           3.08(c)
"Continuing Director" .......................................           3.09(a)
"Conversion Agent" ..........................................              2.03
"Conversion Date" ...........................................             11.02
"Conversion Rate" ...........................................             11.01
"Custodian" .................................................              6.01
"Defaulted Interest" ........................................             12.02
"Depositary" ................................................           2.01(a)
"DTC" .......................................................           2.01(a)
"Event of Default" ..........................................              6.01
"Exchange Act" ..............................................           3.08(d)
"Ex-Dividend Date" ..........................................          11.08(b)
"Ex-Dividend Time" ..........................................             11.01
"Extraordinary Cash Dividend" ...............................          11.08(a)
"Institutional Accredited Investors" ........................           2.01(b)
"Legal Holiday" .............................................             14.09
"Legend" ....................................................           2.06(f)
"Market Price" ..............................................           3.08(d)
"Measurement Period" ........................................          11.08(a)
"noncontingent bond method" .................................              4.07
"Notice of Default" .........................................              6.01
"Option Exercise Date" ......................................             10.01
"Paying Agent" ..............................................              2.03
"Payment Default" ...........................................           6.01(4)
"Post-Distribution Price" ...................................          11.08(b)
"Protected Purchaser" .......................................              2.07
"Purchase Date" .............................................           3.08(a)
"Purchase Notice" ...........................................           3.08(a)
"Purchase Price" ............................................           3.08(a)
"QIBs" ......................................................           2.01(a)
"Registrar" .................................................              2.03
"Relevant Cash Dividends" ...................................          11.08(a)
"Restated Principal Amount" .................................             10.01
"Rights" ....................................................             11.19
"Rights Agreement" ..........................................             11.19
"Rule 144A Information" .....................................              4.06
"Securities Act" ............................................           3.08(d)
"Special Record Date" .......................................             12.02

9

"Tax Event Date" ............................................             10.01
"Time of Determination" .....................................             11.01
"Treasury Regulations" ......................................              4.07

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Securityholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Company.

All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

SECTION 1.04 Rules of Construction. Unless the context otherwise
requires:

(1) a defined term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with United States generally accepted accounting
principles as in effect from time to time;

(3) "or" is not exclusive;

(4) "including" means including, without limitation; and

(5) words in the singular include the plural, and words in the
plural include the singular.

SECTION 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments (which may
take the form of an electronic writing or messaging or otherwise be in
accordance with customary procedures of the Depositary or the Trustee) of
substantially similar tenor signed by such Holders in person or by their agent
duly appointed in writing (which may be in electronic form); and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are 

10

delivered to the Trustee and, when it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent (either of which may be in
electronic form) shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution (or electronic delivery) or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing or delivering such instrument or writing
acknowledged to such officer the execution (or electronic delivery) thereof.
When such execution is by a signer acting in a capacity other than such signer's
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer's authority. The fact and date of the execution
of any such instrument or writing (electronic or otherwise), or the authority of
the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

(c) The ownership of Securities shall be proved by the register
maintained by the Registrar.

(d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

(e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a resolution of the Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture within six months after the record date.

11

ARTICLE 2

THE SECURITIES

SECTION 2.01 Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibits A-1
and A-2, which are a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage (provided
that any such notation, legend or endorsement required by usage is in a form
acceptable to the Company). The Company shall provide any such notations,
legends or endorsements to the Trustee in writing. Each Security shall be dated
the date of its authentication.

(a) 144A Global Securities. Securities offered and sold within the
United States to "qualified institutional buyers" as defined in Rule 144A
("QIBs") in reliance on Rule 144A shall be issued, initially in the form of a
144A Global Security, which shall be deposited with the Trustee at its Corporate
Trust Office, as custodian for the Depositary and registered in the name of The
Depository Trust Company ("DTC") or the nominee thereof (such depositary, or any
successor thereto, and any such nominee being hereinafter referred to as the
"Depositary") duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate Original Principal Amount of the 144A Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary as hereinafter provided.

(b) Institutional Accredited Investor Securities. Securities offered
and sold within the United States to institutional "accredited investors" as
defined in Rule 501(a)(1), (2) (3) and (7) under the Securities Act
("Institutional Accredited Investors") shall be issued, initially, in the form
of an Institutional Accredited Investor Security, duly executed by the Company
and authenticated by the Trustee as hereinafter provided.

(c) Global Securities in General. Except as provided in this Section
2.01, 2.06 or 2.12, owners of beneficial interests in Global Securities will not
be entitled to receive physical delivery of Certificated Securities. Each Global
Security shall represent such of the outstanding Securities as shall be
specified therein and each shall provide that it shall represent the aggregate
Original Principal Amount of outstanding Securities from time to time endorsed
thereon and that the aggregate Original Principal Amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions and conversions.

Any adjustment of the aggregate Original Principal Amount of a
Global Security to reflect the amount of any increase or decrease in the
Original Principal Amount of outstanding Securities represented thereby shall be
made by the Trustee in accordance with instructions given by the Holder thereof
as required by Section 2.12 hereof and shall be made on the records of the
Trustee and the Depositary.

(d) Book-Entry Provisions. This Section 2.01(d) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

12

The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions or held by the Trustee as custodian for such Depositary and (c)
shall bear legends substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE
BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF."

(e) Certificated Securities. Securities not issued as interests in
the Global Securities will be issued in certificated form substantially in the
form of Exhibit A-2 attached hereto.

(f) U.S. Tax Legend. All Securities shall bear the following legend:

"FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS ISSUED WITH AN
INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. THE ISSUE DATE IS MARCH 21, 2003, AND THE YIELD TO
MATURITY BASED ON A FIXED RATE EQUIVALENT FOR PURPOSES OF ACCRUING
ORIGINAL ISSUE DISCOUNT IS 3.78625% PER ANNUM."

SECTION 2.02 Execution and Authentication. The Securities shall be
executed on behalf of the Company by any Officer. The signature of the Officer
on the Securities may be manual or facsimile.

13

Securities bearing the manual or facsimile signatures of an
individual who was at the time of the execution of the Securities the proper
Officer of the Company shall bind the Company, notwithstanding that such
individual has ceased to hold such office prior to the authentication and
delivery of such Securities or did not hold such office at the date of
authentication of such Securities.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory of the
Trustee and such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered
hereunder.

The Trustee shall authenticate and deliver Securities for original
issue in an aggregate Original Principal Amount of up to $175,000,000 upon one
or more Company Orders without any further action by the Company. The aggregate
Original Principal Amount of Securities outstanding at any time may not exceed
the amount set forth in the foregoing sentence, except as provided in Section
2.07.

The Securities shall be issued only in registered form without
coupons and only in denominations of $1,000 of Original Principal Amount and any
integral multiple thereof.

SECTION 2.03 Registrar, Paying Agent and Conversion Agent. The
Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent"), an
office or agency where all calculations in respect of the Securities shall be
made ("Calculation Agent"), and an office or agency where Securities may be
presented for conversion ("Conversion Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-registrars, one or more additional paying agents and one or
more additional conversion agents. The term Paying Agent includes any additional
paying agent, including any named pursuant to Section 4.05. The term Conversion
Agent includes any additional conversion agent, including any named pursuant to
Section 4.05.

The Company shall enter into an appropriate agency agreement with
any Registrar or co-registrar, Paying Agent or Conversion Agent (other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.

The Company initially appoints the Trustee as Calculation Agent,
Registrar, Conversion Agent and Paying Agent in connection with the Securities.

14

SECTION 2.04 Paying Agent to Hold Money and Securities in Trust.
Except as otherwise provided herein, not later than 10:00 a.m., New York City
time, on each due date of payments in respect of any Security, the Company shall
deposit with the Paying Agent a sum of money (in immediately available funds if
deposited on the due date) or Common Stock sufficient to make such payments when
so becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money and Common Stock held by the
Paying Agent for the making of payments in respect of the Securities and shall
notify the Trustee of any default by the Company in making any such payment. At
any time during the continuance of any such default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
and Common Stock so held in trust. If the Company, a Subsidiary or an Affiliate
of either of them acts as Paying Agent, it shall segregate the money and Common
Stock held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money and Common Stock
held by it to the Trustee and to account for any funds and Common Stock
disbursed by it. Upon doing so, the Paying Agent shall have no further liability
for the money or Common Stock.

SECTION 2.05 Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
quarterly on March 1, June 1, September 1 and December 1 a listing of
Securityholders dated within 15 days of the date on which the list is furnished
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders.

SECTION 2.06 Transfer and Exchange. Subject to Section 2.12 hereof,

(a) Upon surrender for registration of transfer of any Security,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at the office or agency of the Company designated as
Registrar or co-registrar pursuant to Section 2.03, the Company shall execute,
and the Trustee upon receipt of a Company Order shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Securities of any authorized denomination or denominations, of a like aggregate
Original Principal Amount. The Company shall not charge a service charge for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to pay all taxes, assessments or other governmental charges that
may be imposed in connection with the registration of transfer or exchange of
the Securities from the Securityholder requesting such registration of transfer
or exchange.

At the option of the Holder, Certificated Securities may be
exchanged for other Securities of any authorized denomination or denominations,
of a like aggregate Original Principal Amount, upon surrender of the Securities
to be exchanged, together with a written instrument of transfer satisfactory to
the Registrar duly executed by the Securityholder or such Securityholder's
attorney duly authorized in writing, at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee upon receipt of a Company Order shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

15

The Company shall not be required to make, and the Registrar need
not register, transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities in respect of which a Purchase Notice or
Change in Control Purchase Notice has been given and not withdrawn by the Holder
thereof in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

(b) Notwithstanding any provision to the contrary herein, so long as
a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

(c) Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

(d) Any Registrar appointed pursuant to Section 2.03 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon registration
of transfer or exchange of Securities.

(e) No Registrar shall be required to make registrations of transfer
or exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

(f) If Securities are issued upon the registration of transfer,
exchange or replacement of Securities subject to restrictions on transfer and
bearing the legends set forth on the form of Security attached hereto as
Exhibits A-1 and A-2 setting forth such restrictions (collectively, the
"Legend"), or if a request is made to remove the Legend on a Security, the
Securities so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar
such satisfactory evidence, which shall include an Opinion of Counsel, as may be
reasonably required by the Company and the Registrar, that neither the Legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A or Rule 144 or that
such Securities are not "restricted" within the meaning of Rule 144. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to
the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
upon receipt of a Company Order, shall authenticate and deliver a Security that
does not bear the Legend. If the Legend is removed from the face of a Security
and the Security is subsequently held by an Affiliate of the Company, the
Company shall use its reasonable best efforts to reinstate the Legend.

The Trustee and the Registrar shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Security

16

(including any transfers between or among Depositary participants or beneficial
owners of interests in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.

SECTION 2.07 Replacement Securities. If (a) any mutilated Security
is surrendered to the Trustee, or (b) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser within the meaning of Article 8 of the Uniform
Commercial Code (a "Protected Purchaser"), the Company shall execute and upon
receipt of a Company Order, the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a new Security of like tenor and Original Principal Amount,
bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article 3 hereof, the Company in its discretion may, instead
of issuing a new Security, pay or purchase such Security, as the case may be.

Upon the issuance of any new Securities under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.08 Outstanding Securities; Determinations of Holders'
Action. Securities outstanding at any time are all the Securities authenticated
by the Trustee, except for those cancelled by it, those paid pursuant to Section
2.10 and delivered to it for cancellation and those described in this Section
2.08 as not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite Original Principal Amount of
Securities have given or concurred in any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be outstanding, except
that, in determining whether the Trustee shall be protected in relying upon 

17

any such request, demand, authorization, direction, notice, consent or waiver,
only Securities which a Responsible Officer of the Trustee actually knows to be
so owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9).

If a Security is replaced pursuant to Section 2.07, the replaced
Security ceases to be outstanding unless the Trustee and the Company receive
proof satisfactory to each of them that the replaced Security is held by a
Protected Purchaser unaware that such Security has been replaced, in which case
the replacement security shall be deemed not to be outstanding.

If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and the Variable Principal Amount of such Securities,
shall cease to increase, and cash interest (if any) on such Securities shall
cease to accrue; provided, that if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture.

If a Security is converted in accordance with Article 11, then from
and after the time of conversion on the Conversion Date, such Security shall
cease to be outstanding and the Variable Principal Amount of such Security shall
cease to increase, and cash interest (if any) shall cease to accrue on such
Security.

SECTION 2.09 Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.03, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities the Company shall execute
and upon Company Order the Trustee shall authenticate and deliver in exchange
therefor a like Original Principal Amount of definitive Securities of authorized
denominations. Until so exchanged the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.10 Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for 

18

cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. The Company may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant to Article
11. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee.

SECTION 2.11 Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of the Security or the payment of any Redemption Price, Purchase Price
or Change in Control Purchase Price in respect thereof or cash interest thereon,
for the purpose of conversion and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

SECTION 2.12 Global Securities.

(a) Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.06 and Section 2.12(b)(i) below, (B)
transfer of a beneficial interest in a Global Security for a Certificated
Security shall comply with Section 2.06 and Section 2.12(b)(i) below, and (C)
transfers of a Certificated Security shall comply with Section 2.06 and Section
2.12(b)(ii) and transfer of a Certificated Security for a Beneficial Interest in
a Global Security shall comply with Section 2.06 and Section 2.12(b)(iii) below.

(b) Transfer of Global Security. A Global Security may not be
transferred, in whole or in part, to any Person other than the Depositary or a
nominee or any successor thereof, and no such transfer to any such other Person
may be registered; provided that this Section 2.12(b)(i) shall not prohibit any
transfer of a Security that is issued in exchange for a Global Security but is
not itself a Global Security. No transfer of a Security to any Person shall be
effective under this Indenture or the Securities unless and until such Security
has been registered in the name of such Person. Nothing in this Section
2.12(b)(i) shall prohibit or render ineffective any transfer of a beneficial
interest in a Global Security effected in accordance with the other provisions
of this Section 2.12(b).

(i) Restrictions on Transfer of a Beneficial Interest in a Global
Security for a Certificated Security. A beneficial interest in a
Global Security may not be exchanged for a Certificated Security
except upon satisfaction of the requirements set forth below. Upon
receipt by the Trustee of a request for transfer of a beneficial
interest in a Global Security in accordance with Applicable
Procedures for a Certificated Security in the form satisfactory to
the Trustee, together with:

(A)   so long as the Securities are Restricted Securities,
certification, in the form set forth in Exhibit B-1, and, if
requested by the Company or the Registrar, certification in
the form set forth in Exhibit B-2, that such beneficial

19

interest in the Global Security is being transferred to an
Institutional Accredited Investor that satisfies the
definitions set forth in subparagraphs (a)(1), (2), (3) or (7)
of Rule 501 under the Securities Act;

(B)   written instructions to the Trustee to make, or direct the
Registrar to make, an adjustment on its books and records with
respect to such Global Security to reflect a decrease in the
aggregate Original Principal Amount of the Securities
represented by the Global Security, such instructions to
contain information regarding the Depositary account to be
credited with such decrease; and

(C)   if the Company or Registrar so requests, an Opinion of Counsel
or other evidence reasonably satisfactory to them as to the
compliance with the restrictions set forth in the Legend,

then the Trustee shall cause, or direct the Registrar to cause, in
accordance with the standing instructions and procedures existing between
the Depositary and the Registrar, the aggregate Original Principal Amount
of Securities represented by the Global Security to be decreased by the
aggregate Original Principal Amount of the Certificated Security to be
issued, shall authenticate and deliver such Certificated Security and
shall debit or cause to be debited to the account of the Person specified
in such instructions a beneficial interest in the Global Security equal to
the Original Principal Amount of the Certificated Security so issued.

(ii) Transfer and Exchange of Certificated Securities. When
Certificated Securities are presented to the Registrar with a
request:

(x) to register the transfer of such Certificated Securities;
or

(y) to exchange such Certificated Securities for an equal
Original Principal Amount of Certificated Securities of other
authorized denominations,

the Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are met;
provided, however, that the Certificated Securities surrendered for
registration of transfer or exchange:

(A) shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the
Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing; and

(B) so long as such Securities are Restricted Securities, such
Securities are being transferred or exchanged pursuant to an
effective registration statement under the Securities Act or, if
being transferred pursuant to clause (1), (2) or (3) below, are
accompanied by the additional information and documents specified in
each clause, as applicable:

20

(1) if such Certificated Securities are being delivered to the
Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to
that effect; or

(2) if such Certificated Securities are being transferred to
the Company, a certification to that effect; or

(3) if such Certificated Securities are being transferred
pursuant to an exemption from registration (i) a certification
to that effect (in the form set forth in Exhibit B-1 and B-2,
if applicable) and (ii) if the Company or Registrar so
requests, an opinion of counsel or other evidence reasonably
satisfactory to them as to the compliance with the
restrictions set forth in the Legend.

(iii) Restrictions on Transfer of a Certificated Security for a
Beneficial Interest in a Global Security. A Certificated Security
may not be exchanged for a beneficial interest in a Global Security
except upon satisfaction of the
requirements set forth below.

Upon receipt by the Trustee of a Certificated Security, duly
endorsed or accompanied by appropriate instruments of transfer, in
form satisfactory to the Trustee, together with:

(A) so long as the Securities are Restricted Securities,
certification, in the form set forth in Exhibit B-1, that such
Certificated Security is being transferred to a QIB in
accordance with Rule 144A; and

(B) written instructions directing the Trustee to make, or to
direct the Registrar to make, an adjustment on its books and
records with respect to such Global Security to reflect an
increase in the aggregate Original Principal Amount of the
Securities represented by the Global Security, such
instructions to contain information regarding the Depositary
account to be credited with such increase,

then the Trustee shall cancel such Certificated Security and cause,
or direct the Registrar to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the
Registrar, the aggregate Original Principal Amount of Securities
represented by the Global Security to be increased by the aggregate
Original Principal Amount of the Certificated Security to be
exchanged, and shall credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest
in the Global Security equal to the Original Principal Amount of the
Certificated Security so cancelled. If no Global Securities are then
outstanding, the Company shall issue and the Trustee, upon receipt
of a Company Order, shall authenticate a new Global Security in the
appropriate Original Principal Amount.

(c) Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend including the
requirement of the delivery of an 

21

Opinion of Counsel, if so provided. Whenever any Restricted Security is
presented or surrendered for registration of transfer or for exchange for a
Security registered in a name other than that of the Holder, such Security must
be accompanied by a certificate in substantially the form set forth in Exhibit
B-1, dated the date of such surrender and signed by the Holder of such Security,
as to compliance with such restrictions on transfer. The Registrar shall not be
required to accept for such registration of transfer or exchange any Security
not so accompanied by a properly completed certificate.

(d) The restrictions imposed by the Legend upon the transferability
of any Security shall cease and terminate when such Security has been sold
pursuant to an effective registration statement under the Securities Act or
transferred in compliance with Rule 144 or, if earlier, upon the expiration of
the holding period applicable to sales thereof under paragraph (k) of Rule 144.
Any Security as to which such restrictions on transfer shall have expired in
accordance with their terms or shall have terminated may, upon a surrender of
such Security for exchange to the Registrar in accordance with the provisions of
this Section 2.12 (accompanied, in the event that such restrictions on transfer
have terminated by reason of a transfer in compliance with Rule 144, by an
opinion of counsel having substantial experience in practice under the
Securities Act and otherwise reasonably acceptable to the Company, addressed to
the Company, the Trustee and the Registrar and in form acceptable to the
Company, to the effect that the transfer of such Security has been made in
compliance with Rule 144), be exchanged for a new Security, of like tenor and
aggregate Original Principal Amount, which shall not bear the restrictive
Legend. The Company shall inform the Trustee of the effective date of any
registration statement registering the Securities under the Securities Act. The
Trustee and the Registrar shall not be liable for any action taken or omitted to
be taken by it in good faith in accordance with the aforementioned opinion of
counsel or registration statement.

(e) As used in the preceding two paragraphs of this Section 2.12,
the term "transfer" encompasses any sale, pledge, transfer, hypothecation or
other disposition of any Security.

(f) The provisions of clauses (1), (2), (3), (4) and (5) below shall
apply only to Global Securities:

(1) Notwithstanding any other provisions of this Indenture or
the Securities, except as provided in Section 2.12(b)(i), a
Global Security shall not be exchanged in whole or in part for
a Security registered in the name of any Person other than the
Depositary or one or more nominees thereof, provided that a
Global Security may be exchanged for Securities registered in
the names of any person designated by the Depositary in the
event that (i) the Depositary has notified the Company that it
is unwilling or unable to continue as Depositary for such
Global Security or such Depositary has ceased to be a
"clearing agency" registered under the Exchange Act, and a
successor Depositary is not appointed by the Company within 90
days; (ii) the Company elects to discontinue use of the system
of book-entry transfer through DTC (or any successor
depositary); or (iii) an Event of Default has occurred and is
continuing with respect to the Securities. Any Global Security
exchanged pursuant to clause (i) of

22

this sub-section shall be so exchanged in whole and not in
part, and any Global Security exchanged pursuant to clause
(ii) of this sub-section may be exchanged in whole or from
time to time in part as directed by the Depositary. Any
Security issued in exchange for a Global Security or any
portion thereof shall be a Global Security; provided that any
such Security so issued that is registered in the name of a
person other than the Depositary or a nominee thereof shall
not be a Global Security.

(2) Securities issued in exchange for a Global Security or any
portion thereof shall be issued in definitive, fully
registered form, without interest coupons, shall have an
aggregate Original Principal Amount equal to that of such
Global Security or portion thereof to be so exchanged, shall
be registered in such names and be in such authorized
denominations as the Depositary shall designate and shall bear
the applicable legends provided for herein. Any Global
Security to be exchanged in whole shall be surrendered by the
Depositary to the Trustee, as Registrar. With regard to any
Global Security to be exchanged in part, either such Global
Security shall be so surrendered for exchange or, if the
Trustee is acting as custodian for the Depositary or its
nominee with respect to such Global Security, the Original
Principal Amount thereof shall be reduced, by an amount equal
to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee.
Upon any such surrender or adjustment, the Trustee shall
authenticate and deliver the Security issuable on such
exchange to or upon the order of the Depositary or an
authorized representative thereof.

(3) Subject to the provisions of clause (5) below, the
registered Holder may grant proxies and otherwise authorize
any Person, including Agent Members (as defined below) and
persons that may hold interests through Agent Members, to take
any action which a holder is entitled to take under this
Indenture or the Securities.

(4) In the event of the occurrence of any of the events
specified in clause (1) above, the Company will promptly make
available to the Trustee a reasonable supply of Certificated
Securities in definitive, fully registered form, without
interest coupons.

(5) Neither any members of, or participants in, the Depositary
(collectively, the "Agent Members") nor any other Persons on
whose behalf Agent Members may act shall have any rights under
this Indenture with respect to any Global Security registered
in the name of the Depositary or any nominee thereof, or under
any such Global Security, and the Depositary or such nominee,
as the case may be, may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute
owner and holder of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the
Company or the Trustee 

23

from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or such
nominee, as the case may be, or impair, as between the
Depositary, its Agent Members and any other person on whose
behalf an Agent Member may act, the operation of customary
practices of such Persons governing the exercise of the rights
of a holder of any Security.

SECTION 2.13 CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3

REDEMPTION AND PURCHASES

SECTION 3.01 Right to Redeem; Notices to Trustee. The Company, at
its option, may redeem the Securities in accordance with the provisions of
paragraphs 6 and 8 of the Securities. Prior to March 21, 2006, the Company
cannot redeem the Securities. Beginning on March 21, 2006, the Company may
redeem the Securities for cash in whole at any time, or in part from time to
time. If the Company elects to redeem Securities pursuant to paragraph 6 of the
Securities, it shall notify the Trustee in writing of the Redemption Date, the
Original Principal Amount of Securities to be redeemed, the Redemption Price and
the amount of accrued and unpaid cash interest, if any, payable on the
Redemption Date.

The Company shall give the notice to the Trustee provided for in
this Section 3.01 by a Company Order, at least 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee). If fewer
than all the Securities are to be redeemed, the record date relating to such
redemption shall be selected by the Company and given to the Trustee, which
record date shall not be less than ten days after the date of notice to the
Trustee.

SECTION 3.02 Selection of Securities to Be Redeemed. If less than
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by any other method the Trustee considers
fair and appropriate (so long as such method is not prohibited by the rules of
any stock exchange on which the Securities are then listed). The Trustee shall
make the selection at least 30 days but not more than 60 days before the
Redemption Date from outstanding Securities not previously called for
redemption.

Securities and any portions thereof that the Trustee selects shall
be in Original Principal Amounts of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

24

If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed may be treated by
the Trustee as outstanding for the purpose of such selection.

SECTION 3.03 Notice of Redemption. At least 30 days but not more
than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed.

The notice shall identify the Securities to be redeemed and shall
state:

(1) the Redemption Date;

(2) the Redemption Price and accrued and unpaid cash interest, if
any, payable on the Redemption Date;

(3) the Conversion Rate;

(4) the name and address of the Paying Agent and Conversion Agent;

(5) that Securities called for redemption may be converted at any
time before the close of business on the second Business Day
immediately preceding the Redemption Date, even if not otherwise
convertible at such time;

(6) that Holders who want to convert Securities must satisfy the
requirements set forth in paragraph 9 of the Securities;

(7) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price and accrued and unpaid
cash interest, if any;

(8) if fewer than all the outstanding Securities are to be redeemed,
the certificate number and Original Principal Amounts of the
particular Securities to be redeemed;

(9) that, unless the Company defaults in making payment of such
Redemption Price and any cash interest which is due and payable, the
Variable Principal Amount will cease to increase and cash interest
(if any) will cease to accrue on and after the Redemption Date;

(10) the CUSIP number of the Securities; and

(11) any other information the Company wants to present.

At the Company's request, the Trustee shall give the notice of
redemption to Holders in the Company's name and at the Company's expense,
provided that the Company

25

makes such request at least five Business Days (unless a shorter period shall be
satisfactory to the Trustee) prior to the date such notice of redemption must be
mailed.

SECTION 3.04 Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price (together with accrued and
unpaid cash interest, if any, to but not including the date of redemption)
stated in the notice except for Securities which are converted in accordance
with the terms of this Indenture. Upon surrender to the Paying Agent, such
Securities shall be paid at the Redemption Price (together with accrued and
unpaid cash interest, if any, to but not including the date of redemption)
stated in the notice.

SECTION 3.05 Deposit of Redemption Price. Prior to 10:00 a.m. (New
York City time), on any Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the Redemption Price of, and any accrued and unpaid interest to but not
including the date of redemption with respect to, all Securities to be redeemed
on that date other than Securities or portions of Securities called for
redemption which on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Securities pursuant to Article 11. If such
money is then held by the Company in trust and is not required for such purpose
it shall be discharged from such trust.

SECTION 3.06 Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Original Principal Amount to the unredeemed portion of the
Security surrendered.

SECTION 3.07 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment banks or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Securityholders, on or
prior to 10:00 a.m. New York City time on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for the
redemption of such Securities, is not less than the Redemption Price of, and any
accrued and unpaid interest with respect to, such Securities. Notwithstanding
anything to the contrary contained in this Article 3, the obligation of the
Company to pay the Redemption Prices of such Securities shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 11) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Business Day prior to the
Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between

26

the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

SECTION 3.08 Purchase of Securities at Option of the Holder

(a) General. Securities shall be purchased by the Company pursuant
to paragraph 7 of the Securities as of March 21, 2008, 2013 and 2018 (each, a
"Purchase Date"), at a purchase price equal to the Variable Principal Amount of
the Securities on the applicable Purchase Date plus accrued and unpaid cash
interest, if any, (the "Purchase Price"), at the option of the Holder thereof,
upon:

(1) delivery to the Paying Agent, by the Holder of a written notice
of purchase (a "Purchase Notice") at any time from the opening of
business on the date that is 20 Business Days prior to a Purchase
Date until the close of business on such Purchase Date stating:

(A) the certificate numbers of the Securities which the Holder
will deliver to be purchased,

(B) the portion of the Original Principal Amount of the
Securities which the Holder will deliver to be purchased,
which portion must be an Original Principal Amount of $1,000
or an integral multiple thereof,

(C) that such Security shall be purchased as of the Purchase
Date pursuant to the terms and conditions specified in
paragraph 7 of the Securities and in this Indenture, and

(D) in the event the Company elects, pursuant to Section
3.08(b), to pay the Purchase Price to be paid as of such
Purchase Date, in whole or in part, in shares of Common Stock
but such portion of the Purchase Price shall ultimately be
payable to such Holder entirely in cash because any of the
conditions to payment of the Purchase Price in Common Stock is
not satisfied prior to the close of business on such Purchase
Date, as set forth in Section 3.08(d), whether such Holder
elects (i) to withdraw such Purchase Notice as to some or all
of the Securities to which such Purchase Notice relates
(stating the Original Principal Amount and certificate numbers
of the Securities as to which such withdrawal shall relate),
or (ii) to receive cash in respect of the entire Purchase
Price for all Securities (or portions thereof) to which such
Purchase Notice relates; and

(2) delivery of such Security to the Paying Agent prior to, on or
after the Purchase Date (together with all necessary endorsements)
at the offices of the 

27

Paying Agent, such delivery being a condition to receipt by the
Holder of the Purchase Price therefor; provided, however, that such
Purchase Price shall be so paid pursuant to this Section 3.08 only
if the Security so delivered to the Paying Agent shall conform in
all respects to the description thereof in the related Purchase
Notice, as determined by the Company.

If a Holder, in such Holder's Purchase Notice and in any written
notice of withdrawal delivered by such Holder pursuant to the terms of Section
3.10, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 3.08(a)(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Securities
subject to such Purchase Notice in the circumstances set forth in such clause
(D).

The Company shall purchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the Original Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.08 shall be consummated by the delivery of the consideration
to be received by the Holder (together with accrued and unpaid cash interest, if
any) promptly following the later of the Purchase Date and the time of delivery
of the Security.

Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.08(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the business day prior to the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.10.

The Paying Agent shall promptly notify the Company of the receipt by
it of any Purchase Notice or written notice of withdrawal thereof.

(b) Company's Right to Elect Manner of Payment of Purchase Price.
The Securities to be purchased pursuant to Section 3.08(a) may be paid for, at
the election of the Company, in U.S. legal tender ("cash") or Common Stock, or
in any combination of cash and Common Stock, subject to the conditions set forth
in Sections 3.08(c) and (d). The Company shall designate, in the Company Notice
delivered pursuant to Section 3.08(e), whether the Company will purchase the
Securities for cash or Common Stock, or, if a combination thereof, the
percentages or amounts of the Purchase Price of Securities in respect of which
it will pay in cash or Common Stock; provided that the Company will pay cash for
fractional interests in Common Stock. For purposes of determining the existence
of potential fractional interests, all Securities subject to purchase by the
Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Securities are
purchased pursuant to this Section 3.08 shall receive the same percentage of
cash or Common Stock in payment of the Purchase Price for such Securities,
except (i) as provided in Section 3.08(d) with regard to the payment of cash in
lieu of fractional shares of Common Stock and (ii) in the event that the Company
is unable to purchase the Securities of a Holder or Holders for Common Stock
because any necessary qualifications or registrations of the Common Stock

28

under applicable state securities laws cannot be obtained, the Company may
purchase the Securities of such Holder or Holders for cash. The Company may not
change its election with respect to the consideration (or components or
percentages of components thereof) to be paid once the Company has given its
Company Notice to Securityholders except pursuant to this Section 3.08(b) or
pursuant to Section 3.08(d) in the event of a failure to satisfy, prior to the
close of business on the Purchase Date, any condition to the payment of the
Purchase Price, in whole or in part, in Common Stock.

At least three Business Days before the Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

(i) the manner of payment selected by the Company,

(ii) the information required by Section 3.08(e),

(iii) if the Company elects to pay the Purchase Price, or a
specified percentage thereof, in Common Stock, that the conditions
to such manner of payment set forth in Section 3.08(d) have been or
will be complied with, and

(iv) whether the Company desires the Trustee to give the Company
Notice required by Section 3.08(e).

(c) Purchase with Cash. On each Purchase Date, at the option of the
Company, the Purchase Price of Securities in respect of which a Purchase Notice
pursuant to Section 3.08(a) has been given, or a specified percentage thereof,
may be paid by the Company with cash equal to the aggregate Purchase Price of
such Securities. If the Company elects to purchase Securities with cash, the
Company Notice, as provided in Section 3.08(e), shall be sent to Holders (and to
beneficial owners as required by applicable law) not less than 20 Business Days
prior to such Purchase Date (the "Company Notice Date").

(d) Payment by Issuance of Common Stock. On each Purchase Date, at
the option of the Company, the Purchase Price of Securities in respect of which
a Purchase Notice pursuant to Section 3.08(a) has been given, or a specified
percentage thereof, may be paid by the Company by the issuance of a number of
shares of Common Stock equal to the quotient obtained by dividing (i) the amount
of cash to which the Securityholders would have been entitled had the Company
elected to pay all or such specified percentage, as the case may be, of the
Purchase Price of such Securities in cash by (ii) the Market Price of a share of
Common Stock, subject to the next succeeding paragraph.

The Company will not issue a fractional share of Common Stock in
payment of the Purchase Price. Instead the Company will pay cash for the current
market value of the fractional share. The current market value of a fraction of
a share shall be determined by multiplying the Market Price by such fraction and
rounding the product to the nearest whole cent. It is understood that if a
Holder elects to have more than one Security purchased, the number of shares of
Common Stock shall be based on the aggregate amount of Securities to be
purchased.

29

If the Company elects to purchase the Securities by the issuance of
shares of Common Stock, the Company Notice, as provided in Section 3.08(e),
shall be sent to the Holders (and to beneficial owners as required by applicable
law) not later than the Company Notice Date.

The Company's right to exercise its election to purchase the
Securities pursuant to this Section 3.08 through the issuance of shares of
Common Stock shall be conditioned upon:

(i) the Company's not having given its Company Notice of an election
to pay entirely in cash and its giving of timely Company Notice of
election to purchase all or a specified percentage of the Securities
with Common Stock as provided herein;

(ii) the shares of Common Stock having been admitted for listing or
admitted for listing subject to notice of issuance on the principal
United States securities exchange on which the Common Stock is then
listed or, if the Common Stock is not then listed on a national or
regional securities exchange, as quoted on the National Association
of Securities Dealers Automated Quotation System;

(iii) the registration of the shares of Common Stock to be issued in
respect of the payment of the Purchase Price under the Securities
Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in each case,
if required;

(iv) any necessary qualification or registration under applicable
state securities laws or the availability of an exemption from such
qualification and registration; and

(v) the receipt by the Trustee of an Officers' Certificate and an
Opinion of Counsel each stating that (A) the terms of the issuance
of the Common Stock are in conformity with this Indenture and (B)
the shares of Common Stock to be issued by the Company in payment of
the Purchase Price in respect of Securities have been duly
authorized and, when issued and delivered pursuant to the terms of
this Indenture in payment of the Purchase Price in respect of the
Securities, will be validly issued, fully paid and non-assessable
and, to the best of such counsel's knowledge, free from preemptive
rights under applicable state law or known material contracts, and,
in the case of such Officers' Certificate, stating that conditions
(i), (ii), (iii) and (iv) above and the condition set forth in the
second succeeding sentence have been satisfied and, in the case of
such Opinion of Counsel, stating that conditions (ii) and (iii)
above have been satisfied.

Such Officers' Certificate shall also set forth the number of shares
of Common Stock to be issued for each $1,000 Original Principal Amount of
Securities and the Sale Price of a share of Common Stock on each trading day
during the period for which the Market Price is calculated. The Company may pay
the Purchase Price (or any portion thereof) in Common Stock only if the
information necessary to calculate the Market Price is published in a daily
newspaper of national circulation. If the foregoing conditions are not satisfied
with respect to a Holder or Holders prior to the close of business on the
Purchase Date and the Company has elected to 

30

purchase the Securities pursuant to this Section 3.08 through the issuance of
shares of Common Stock, the Company shall pay the entire Purchase Price of the
Securities of such Holder or Holders in cash.

The "Market Price" of the Common Stock means the average of the Sale
Prices of the Common Stock for the five trading day period ending on the third
Business Day (if the third Business Day prior to the applicable Purchase Date is
a trading day or, if not, then on the last trading day) prior to the applicable
Purchase Date, appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such Purchase Date, of any event described in
Section 11.06, 11.07 or 11.08; subject, however, to the conditions set forth in
Sections 11.09 and 11.10.

(e) Notice of Election. The Company's notice of election to purchase
with cash or Common Stock or any combination thereof shall be sent to the
Holders (and to beneficial owners as required by applicable law) in the manner
provided in Section 14.02 at the time specified in Section 3.08(c) or (d), as
applicable (the "Company Notice"). Such Company Notice shall state the manner of
payment elected and shall contain the following information:

In the event the Company has elected to pay the Purchase Price (or a
specified percentage thereof) with Common Stock, the Company Notice shall:

(1) state that each Holder will receive Common Stock with a Market
Price determined as of a specified date prior to the Purchase Date
equal to such specified percentage of the Purchase Price of the
Securities held by such Holder (except any cash amount to be paid in
lieu of fractional shares);

(2) set forth the method of calculating the Market Price of the
Common Stock; and

(3) state that because the Market Price of Common Stock will be
determined prior to the Purchase Date, Holders will bear the market
risk with respect to the value of the Common Stock to be received
from the date such Market Price is determined to the Purchase Date.

In any case, each Company Notice shall include a form of Purchase
Notice to be completed by a Securityholder and shall state:

(i) the Purchase Price, the Conversion Rate and accrued and unpaid
cash interest, if any, that will be accrued and payable with respect
to the Securities as of the Purchase Date;

(ii) whether the Company will pay the Purchase Price in cash or in
Common Stock or any combination thereof, specifying the percentage
of each;

(iii) the name and address of the Paying Agent and the Conversion
Agent;

31

(iv) that Securities as to which a Purchase Notice has been given
may be converted pursuant to Article 11 hereof only if the
applicable Purchase Notice has been withdrawn in accordance with the
terms of this Indenture;

(v) that Securities must be surrendered to the Paying Agent to
collect payment of the Purchase Price and interest, if any;

(vi) that the Purchase Price for any Security as to which a Purchase
Notice has been given and not withdrawn, together with any cash
interest payable with respect thereto, will be paid promptly
following the later of the Purchase Date and the time of surrender
of such Security as described in (v);

(vii) the procedures the Holder must follow to exercise rights under
Section 3.08 and a brief description of those rights;

(viii) briefly, the conversion rights of the Securities and that
Holders who want to convert Securities must satisfy the requirements
set forth in paragraph 9 of the Securities;

(ix) the procedures for withdrawing a Purchase Notice (including,
without limitation, for a conditional withdrawal pursuant to the
terms of Section 3.08(a)(1)(D) or Section 3.10);

(x) that, unless the Company defaults in making payment of such
Purchase Price and cash interest, if any, the Variable Principal
Amount will cease to increase and cash interest, if any, on
Securities surrendered for purchase will cease to accrue on and
after the Purchase Date; and

(xi) the CUSIP number of the Securities.

At the Company's request, the Trustee shall give such Company Notice
in the Company's name and at the Company's expense; provided, however, that, in
all cases, the text of such Company Notice shall be prepared by the Company.

Upon determination of the actual number of shares of Common Stock to
be issued for each $1,000 Original Principal Amount of Securities, the Company
will issue a press release and publish such determination on the Company's web
site on the World Wide Web.

(f) Covenants of the Company. All shares of Common Stock delivered
upon purchase of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable and shall
be free from preemptive rights and free of any lien or adverse claim created by
the Company.

The Company shall use its reasonable efforts to list or cause to
have quoted any shares of Common Stock to be issued to purchase Securities on
the principal United States securities exchange or over-the-counter or other
domestic market on which any other shares of the Common Stock are then listed or
quoted. The Company will promptly inform the Trustee in writing of any such
listing.

32

(g) Procedure upon Purchase. The Company shall deposit cash (in
respect of a cash purchase under Section 3.08(c) or for fractional interests as
applicable) or shares of Common Stock, or a combination thereof, as applicable,
at the time and in the manner as provided in Section 3.11, sufficient to pay the
aggregate Purchase Price of, and any accrued and unpaid interest with respect to
all Securities to be purchased pursuant to this Section 3.08. As soon as
practicable after the Purchase Date, the Company shall deliver to each Holder
entitled to receive Common Stock through the Paying Agent, a certificate for the
number of full shares of Common Stock issuable in payment of the Purchase Price
and cash in lieu of any fractional interests. The person in whose name the
certificate for Common Stock is registered shall be treated as a holder of
record of shares of Common Stock on the Business Day following the Purchase
Date. Subject to Section 3.08(d), no payment or adjustment will be made for
dividends on the Common Stock the record date for which occurred on or prior to
the Purchase Date.

(h) Taxes. If a Holder of a Security is paid in Common Stock, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
such issue of shares of Common Stock. However, the Holder shall pay any such tax
which is due because the Holder requests the shares of Common Stock to be issued
in a name other than the Holder's name. The Paying Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder's name until the Paying Agent receives a sum sufficient to pay any
tax which will be due because the shares of Common Stock are to be issued in a
name other than the Holder's name. Nothing herein shall preclude any income tax
withholding required by law or regulations.

SECTION 3.09 Purchase of Securities at Option of the Holder upon
Change in Control.

(a) If there shall have occurred a Change in Control, Securities
shall be purchased by the Company, at the option of the Holder thereof, at a
purchase price specified in paragraph 7 of the Securities (the "Change in
Control Purchase Price"), as of the date that is no later than 30 Business Days
after the occurrence of the Change in Control but in no event prior to the date
on which such Change in Control occurs (the "Change in Control Purchase Date"),
subject to satisfaction by or on behalf of the Holder of the requirements set
forth in Section 3.09(c).

A "Change in Control" means the occurrence of any of the following:
(a) the sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Company and its subsidiaries,
taken as a whole, to any "person" or "group" (as such terms are used in Section
13(d) of the Exchange Act), (b) the adoption of a plan relating to the
liquidation or dissolution of the Company, (c) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" or "group" (as such terms are used in
Section 13(d) of the Exchange Act) becomes the "beneficial owner" (as such term
is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly through one or more intermediaries, of more than 50% of the voting
power of the outstanding voting stock of the Company, or (d) the first day on
which more than a majority of the members of the Board of Directors of the
Company are not Continuing Directors.

33

A "Continuing Director" means, as of any date of determination, any
member of the Board of Directors of the Company who (a) was a member of the
Board of Directors of the Company on March 21, 2003 or (b) was nominated for
election to the Board of Directors of the Company with the approval of, or whose
election to the Board of Directors of the Company was ratified by, at least a
majority of the Continuing Directors who were members of the Board of Directors
of the Company at the time of such nomination or election.

(b) Within 15 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:

(1) briefly, the events causing a Change in Control and the date of
such Change in Control;

(2) the date by which the Change in Control Purchase Notice pursuant
to this Section 3.09 must be given;

(3) the Change in Control Purchase Date;

(4) the Change in Control Purchase Price and, to the extent known at
the time of such notice, the amount of interest, if any, that will
be accrued and payable with respect to the Securities as of the
Change in Control Purchase Date;

(5) the name and address of the Paying Agent and the Conversion
Agent;

(6) the Conversion Rate and any adjustments thereto resulting from
the Change in Control;

(7) that Securities as to which a Change in Control Purchase Notice
has been given may be converted pursuant to Article 11 hereof only
if the Change in Control Purchase Notice has been withdrawn in
accordance with the terms of this Indenture;

(8) that Securities must be surrendered to the Paying Agent to
collect payment of the Change in Control Purchase Price and accrued
and unpaid cash interest, if any;

(9) that the Change in Control Purchase Price for any Security as to
which a Change in Control Purchase Notice has been duly given and
not withdrawn, together with any accrued interest payable with
respect thereto, will be paid promptly following the later of the
Change in Control Purchase Date and the time of surrender of such
Security as described in (8);

(10) briefly, the procedures the Holder must follow to exercise
rights under this Section 3.09;

34

(11) briefly, the conversion rights of the Securities;

(12) the procedures for withdrawing a Change in Control Purchase
Notice;

(13) that, unless the Company defaults in making payment of such
Change in Control Purchase Price and cash interest, if any on
Securities surrendered for purchase, the Variable Principal Amount
will cease to increase and cash interest, if any, will cease to
accrue on and after the Change in Control Purchase Date; and

(14) the CUSIP number of the Securities.

(c) A Holder may exercise its rights specified in Section 3.09(a)
upon delivery of a written notice of purchase (a "Change in Control Purchase
Notice") to the Paying Agent at any time prior to the close of business on the
Change in Control Purchase Date, stating:

(1) the certificate number of the Security which the Holder will
deliver to be purchased;

(2) the portion of the Original Principal Amount of the Security
which the Holder will deliver to be purchased, which portion must be
$1,000 or an integral multiple thereof; and

(3) that such Security shall be purchased pursuant to the terms and
conditions specified in paragraph 7 of the Securities.

The delivery of such Security to the Paying Agent prior to, on or
after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.09 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

The Company shall purchase from the Holder thereof, pursuant to this
Section 3.09, a portion of a Security if the Original Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.09 shall be consummated by the delivery of the consideration
to be received by the Holder (together with accrued and unpaid interest, if any)
promptly following the later of the Change in Control Purchase Date and the time
of delivery of the Security to the Paying Agent in accordance with this Section
3.09.

Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 3.09(c) shall have the right to withdraw such
Change in Control Purchase Notice at any time prior to the close

35

of business on the Change in Control Purchase Date by delivery of a written
notice of withdrawal to the Paying Agent in accordance with Section 3.10.

The Paying Agent shall promptly notify the Company of the receipt by
it of any Change in Control Purchase Notice or written withdrawal thereof.

The Company shall not be required to comply with this Section 3.09
if a third party mails a written notice of Change in Control in the manner, at
the times and otherwise in compliance with this Section 3.09 and repurchases all
Securities for which a Change in Control Purchase Notice shall be delivered and
not withdrawn.

SECTION 3.10 Effect of Purchase Notice or Change in Control Purchase
Notice. Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 3.08(a) or Section 3.09(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, and any accrued and unpaid interest, with respect to such Security. Such
Purchase Price or Change in Control Purchase Price and any accrued and unpaid
cash interest, if any, shall be paid to such Holder, subject to receipt of funds
and/or securities by the Paying Agent, promptly following the later of (x) the
Purchase Date or the Change in Control Purchase Date, as the case may be, with
respect to such Security (provided the conditions in Section 3.08(a) or Section
3.09(c), as applicable, have been satisfied) and (y) the time of delivery of
such Security to the Paying Agent by the Holder thereof in the manner required
by Section 3.08(a) or Section 3.09(c), as applicable. Securities in respect of
which a Purchase Notice or Change in Control Purchase Notice, as the case may
be, has been given by the Holder thereof may not be converted pursuant to
Article 11 hereof on or after the date of the delivery of such Purchase Notice
or Change in Control Purchase Notice, as the case may be, unless such Purchase
Notice or Change in Control Purchase Notice, as the case may be, has first been
validly withdrawn as specified in the following two paragraphs.

A Purchase Notice or Change in Control Purchase Notice, as the case
may be, may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent in accordance with the Purchase Notice or Change
in Control Purchase Notice, as the case may be, at any time prior to the close
of business on the Purchase Date or the Change in Control Purchase Date, as the
case may be, specifying:

(1) the certificate number of the Security in respect of which such
notice of withdrawal is being submitted,

(2) the Original Principal Amount of the Security with respect to
which such notice of withdrawal is being submitted, and

(3) the Original Principal Amount, if any, of such Security which
remains subject to the original Purchase Notice or Change in Control
Purchase Notice, as 

36

the case may be, and which has been or will be delivered for
purchase by the Company.

A written notice of withdrawal of a Purchase Notice may be in the
form set forth in the preceding paragraph or may be in the form of (i) a
conditional withdrawal contained in a Purchase Notice pursuant to the terms of
Section 3.08(a)(1)(D) or (ii) a conditional withdrawal containing the
information set forth in Section 3.08(a)(1)(D) and the preceding paragraph and
contained in a written notice of withdrawal delivered to the Paying Agent as set
forth in the preceding paragraph.

There shall be no purchase of any Securities pursuant to Section
3.08 (other than through the issuance of Common Stock in payment of the Purchase
Price, including cash in lieu of fractional shares) or 3.09 if there has
occurred (prior to, on or after, as the case may be, the giving, by the Holders
of such Securities, of the required Purchase Notice or Change in Control
Purchase Notice, as the case may be) and is continuing an Event of Default
(other than a default in the payment of the Purchase Price or Change in Control
Purchase Price, as the case may be, and any accrued and unpaid cash interest
with respect to such Securities). The Paying Agent will promptly return to the
respective Holders thereof any Securities (x) with respect to which a Purchase
Notice or Change in Control Purchase Notice, as the case may be, has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, and any
accrued and unpaid cash interest with respect to such Securities) in which case,
upon such return, the Purchase Notice or Change in Control Purchase Notice with
respect thereto shall be deemed to have been withdrawn.

SECTION 3.11 Deposit of Purchase Price or Change in Control Purchase
Price. Prior to 10:00 a.m., New York City time, on the Business Day following
the Purchase Date or the Change in Control Purchase Date, as the case may be,
the Company shall deposit with the Trustee or with the Paying Agent (or, if the
Company or a Subsidiary or an Affiliate of either of them is acting as the
Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an
amount of money (in immediately available funds if deposited on such Business
Day) or Common Stock, if permitted hereunder, sufficient to pay the aggregate
Purchase Price or Change in Control Purchase Price, as the case may be, of, and
any accrued and unpaid cash interest with respect to, all the Securities or
portions thereof which are to be purchased as of the Purchase Date or Change in
Control Purchase Date, as the case may be. After the Purchase Date or the Change
in Control Purchase Date, the Variable Principal Amount shall cease to increase,
and cash interest, if any, shall cease to accrue on such Security, whether or
not such Security is delivered to the Paying Agent.

SECTION 3.12 Securities Purchased in Part. Any Security which is to
be purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate 

37

Original Principal Amount equal to, and in exchange for, the portion of the
Original Principal Amount of the Security so surrendered which is not purchased.

SECTION 3.13 Repayment to the Company. The Trustee and the Paying
Agent shall promptly return to the Company any cash or shares of Common Stock
that remain unclaimed as provided in paragraph 15 of the Securities, together
with interest or dividends, if any, thereon (subject to the provisions of
Section 7.01(f)), held by them for the payment of the Purchase Price or Change
in Control Purchase Price, as the case may be, or cash interest, if any;
provided, however, that to the extent that the aggregate amount of cash or
shares of Common Stock deposited by the Company pursuant to Section 3.11 exceeds
the aggregate Purchase Price or Change in Control Purchase Price, as the case
may be, of, and the accrued and unpaid cash interest with respect to, the
Securities or portions thereof which the Company is obligated to purchase as of
the Purchase Date or Change in Control Purchase Date, as the case may be,
whether as a result of withdrawal or otherwise, then promptly after the Business
Day following the Purchase Date or Change in Control Purchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)).

ARTICLE 4

COVENANTS

SECTION 4.01 Payment of Securities. The Company shall promptly make
all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts to be
given to the Trustee or Paying Agent shall be deposited with the Trustee or
Paying Agent by 10:00 a.m., New York City time, by the Company. Original
Principal Amount, Restated Principal Amount, Variable Principal Amount,
Redemption Price, Purchase Price, Change in Control Purchase Price, and cash
interest, if any, shall be considered paid on the applicable date due if on such
date (or, in the case of a Purchase Price or Change in Control Purchase Price,
on the Business Day following the applicable Purchase Date or Change in Control
Purchase Date, as the case may be) the Trustee or the Paying Agent holds, in
accordance with this Indenture, money or securities, if permitted hereunder,
sufficient to pay all such amounts then due.

The Company shall, to the extent permitted by law, pay cash interest
on overdue amounts at the rate per annum set forth in paragraph 1 of the
Securities, compounded quarterly, which interest shall accrue from the date such
overdue amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall be
payable on demand. The accrual of such interest on overdue amounts shall be in
lieu of, and not in addition to, the continued accrual of cash interest.

SECTION 4.02 SEC and Other Reports. If requested by the Trustee, the
Company shall deliver to the Trustee, within 15 days after it files such annual
and quarterly reports, information, documents and other reports with the SEC,
copies of its annual and quarterly reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The

38

Company also shall comply with the provisions of TIA Section 314(a). Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of the same shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

SECTION 4.03 Compliance Certificate. The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2003) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

SECTION 4.04 Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

SECTION 4.05 Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer, exchange, purchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The office of U.S. Bank National Association,
located at 100 Wall Street, 19th Floor, New York, New York (Attention: Corporate
Trust Services), shall initially be such office or agency for all of the
aforesaid purposes. The Company shall give prompt written notice to the Trustee
of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of the Trustee). If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 14.02. 

The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York, for such purposes.

SECTION 4.06 Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial holder of Securities or shares of Common
Stock which are restricted securities issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial holder of Securities or holder
of shares of Common Stock issued upon conversion of Securities, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent 

39

required to permit compliance by such Holder or holder with Rule 144A under the
Securities Act in connection with the resale of any such security. "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act.

SECTION 4.07 Limitation on Guarantees of Indebtedness by
Subsidiaries. The Company will not permit any Subsidiary, directly or
indirectly, to guarantee the payment of any Debt of the Company unless such
Subsidiary simultaneously executes and delivers a supplemental indenture
providing for a guarantee of the Company's obligations under the Indenture and
the Securities by such Subsidiary, which guarantee shall be senior to or equal
with such Subsidiary's guarantee of such other Debt.

SECTION 4.08 Covenant to Comply With Securities Laws Upon Purchase
of Securities. In connection with any offer to purchase or purchase of
Securities under Section 3.08 or 3.09 hereof (provided that such offer or
purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which
term, as used herein, includes any successor provision thereto) under the
Exchange Act at the time of such offer or purchase), the Company shall to the
extent applicable (i) comply with Rule 13e-4 and Rule 14e-1 under the Exchange
Act, (ii) file the related Schedule TO (or any successor schedule, form or
report) under the Exchange Act, and (iii) otherwise comply with all Federal and
state securities laws so as to permit the rights and obligations under Sections
3.08 and 3.09 to be exercised in the time and in the manner specified in
Sections 3.08 and 3.09.

SECTION 4.09 Calculation of Certain Amounts. The Company shall file
with the Trustee, within 30 days following the end of each calendar year, a
written notice specifying (a) the amount of Tax Original Issue Discount
(including the daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year and (b) such other specific information
relating to such Tax Original Issue Discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

ARTICLE 5

SUCCESSOR CORPORATION

SECTION 5.01 When Company May Merge or Transfer Assets. The Company
shall not consolidate with or merge with or into any other person or convey,
transfer or lease all or substantially all of its properties and assets to any
person, nor will the Company permit any Subsidiary to enter into any such
transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, transfer,
lease or other disposition of all or substantially all of the properties and
assets of the Company and its Subsidiaries on a consolidated basis to any other
person or persons, unless:

(a) either (1) the Company or such subsidiary shall be the surviving
corporation or (2) the person (if other than the Company) formed by such
consolidation or into which the Company or such Subsidiary is merged or the
person which acquires by conveyance, transfer or lease the properties and assets
of the Company or such Subsidiary substantially as an entirety (i) shall be
organized and validly existing under the laws of the United States or any state
thereof or the District of Columbia and (ii) shall expressly assume, by an
indenture 

40

supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, all of the obligations of the Company or such
Subsidiary under the Securities and this Indenture;

(b) immediately after giving effect to such transaction, no Default
shall have occurred and be continuing; and

(c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article 5 and that all conditions precedent herein provided for
relating to such transaction have been satisfied.

For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise) of the properties and assets of one or more Subsidiaries
(other than to the Company or another Subsidiary), which, if such assets were
owned by the Company, would constitute all or substantially all of the
properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.

The successor person formed by such consolidation or into which the
Company or the applicable Subsidiary is merged or the successor person to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company or the applicable
Subsidiary under this Indenture with the same effect as if such successor had
been named as the Company or the applicable Subsidiary herein; and thereafter,
except in the case of a lease and any obligations the Company or the applicable
Subsidiary may have under a supplemental indenture pursuant to Section 11.14,
the Company or the applicable Subsidiary shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 9.06, the Company, the applicable Subsidiary, the Trustee and the
successor person shall enter into a supplemental indenture to evidence the
succession and substitution of such successor person and such discharge and
release of the Company and the applicable Subsidiary.

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default. An "Event of Default" occurs if:

(1) the Company defaults in payment of any interest when due under
the Securities and such default continues for 30 days, provided that
a failure to make or provide for the payment in full of any of the
first twelve scheduled cash interest payments on the Securities
within three (3) Business Days of the applicable Interest Payment
Date shall constitute an Event of Default with no additional grace
or cure period if the proceeds from the Government Securities to be
released from the Pledge Account prior to any such Interest Payment
Date equal or exceed the cash interest payable on such Interest
Payment Date;

41

(2) the Company defaults in the payment of the Original Principal
Amount, the Variable Principal Amount (or, if the Securities have
been converted to quarterly coupon notes following a Tax Event
pursuant to Section 10.01 of the Indenture, the Restated Principal
Amount), Redemption Price, Purchase Price or Change in Control
Purchase Price on any Security when the same becomes due and
payable;

(3) the Company fails to comply with any of its agreements in the
Securities or this Indenture (other than those referred to in
clauses (1) and (2) above) and such failure continues for 60 days
after receipt by the Company of a Notice of Default;

(4) default under any Debt of the Company or any Subsidiary, whether
such Debt now exists or is created later, which default results in
such Debt becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, and
the principal amount of all Debt so accelerated, together with all
Debt due and payable but not paid prior to the end of any grace
period, is $35,000,000 or more, and such acceleration has not been
rescinded or annulled within a period of 10 days after receipt by
the Company of a Notice of Default from the Trustee; provided,
however, that if any such default shall be cured, waived, rescinded
or annulled, then the Event of Default by reason thereof shall be
deemed not to have occurred;

(5) any guarantee that may be provided pursuant to Section 4.07 with
respect to the Securities ceases to be in full force and effect or
is declared null and void or any guarantor denies that it has any
further liability under any guarantee, or gives notice to such
effect (other than by reason of the termination of this Indenture or
the release of any such guarantee in accordance with the applicable
supplemental indenture) and such condition shall have continued for
a period of 30 days after written notice of such failure requiring
the guarantor and the Company to remedy the same shall have been
given (x) to the Company by the Trustee or (y) to the Company and
the Trustee by the holders of 25% in aggregate original principal
amount of the Securities then outstanding

(6) the Company or any of its Significant Subsidiaries pursuant to
or under or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case or proceeding;

(B) consents to the entry of an order for relief against it in
an involuntary case or proceeding or the commencement of any
case against it;

(C) consents to the appointment of a Custodian of it or for
any substantial part of its property;

(D) makes a general assignment for the benefit of its
creditors;

42

(E) files a petition in bankruptcy or answer or consent
seeking reorganization or relief; or

(F) consents to the filing of such petition or the appointment
of or taking possession by a Custodian; or

(7) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

(A) is for relief against the Company or any of its
Significant Subsidiaries in an involuntary case or proceeding,
or adjudicates the Company or any of its subsidiaries
insolvent or bankrupt;

(B) appoints a Custodian of the Company or any of its
Significant Subsidiaries or for any substantial part of their
respective property; or

(C) orders the winding up or liquidation of the Company or any
of its Significant Subsidiaries;

and the order or decree remains unstayed and in effect for 60
days.

"Bankruptcy Law" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors.

"Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

A Default under clause (3) or clause (4) above is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate Original Principal Amount of the Securities at the time outstanding
notify the Company and the Trustee, of the Default and the Company does not cure
such Default (and such Default is not waived) within the time specified in
clause (3) or clause (4) above after actual receipt of such notice. Any such
notice must specify the Default, demand that it be remedied and state that such
notice is a "Notice of Default".

The Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the giving of notice or the lapse of time, or both, would become an Event of
Default under clause (3) or clause (4) above, its status and what action the
Company is taking or proposes to take with respect thereto.

SECTION 6.02 Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(6) or (7) in respect of the Company)
occurs and is continuing, the Trustee by written Notice to the Company, or the
Holders of at least 25% in aggregate Original Principal Amount of the Securities
at the time outstanding by notice to the Company and the Trustee, may declare
the Variable Principal Amount through the date of such declaration, and any
accrued and unpaid cash interest (or if the Securities have been converted to
quarterly coupon notes following a Tax Event, the Restated Principal Amount,
plus accrued interest) through the date of declaration on all the Securities to
be immediately due and payable. Upon 

43

such a declaration, such Variable Principal Amount, and such accrued and unpaid
interest, if any, shall be due and payable immediately. If an Event of Default
specified in Section 6.01(6) or (7) occurs in respect of the Company and is
continuing, the Variable Principal Amount, and any accrued and unpaid interest
(or, if the Securities have been converted to quarterly coupon notes following a
Tax Event, the Restated Principal Amount, plus accrued interest) on all the
Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders. The
Holders of a majority in aggregate Original Principal Amount of the Securities
at the time outstanding, by notice to the Trustee (and without notice to any
other Securityholder) may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of the Variable
Principal Amount and any accrued and unpaid interest (or, if the Securities have
been converted to quarterly coupon notes following a Tax Event, the Restated
Principal Amount, plus accrued interest) that have become due solely as a result
of acceleration and if all amounts due to the Trustee under Section 7.07 have
been paid. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

SECTION 6.03 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Variable Principal Amount on the Securities or to enforce the performance
of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. Except as set forth in Section 2.07 hereof, no remedy is
exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.04 Waiver of Past Defaults. Subject to Section 6.02, the
Holders of a majority in aggregate Original Principal Amount of the Securities
at the time outstanding, by notice to the Trustee (and without notice to any
other Securityholder), may waive an existing Default and its consequences except
(1) an Event of Default described in Section 6.01(1) or (2), (2) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Securityholder affected or (3) a Default which constitutes a
failure to convert any Security in accordance with the terms of Article 11. When
a Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right. This Section 6.04
shall be in lieu of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

SECTION 6.05 Control by Majority. The Holders of a majority in
aggregate Original Principal Amount of the Securities at the time outstanding
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines in good
faith is unduly prejudicial to the rights of other Securityholders or would
involve the Trustee in personal liability unless the Trustee is offered
indemnity satisfactory to it. This Section 6.05 shall be in 

44

lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

SECTION 6.06 Limitation on Suits. A Securityholder may not pursue
any remedy with respect to this Indenture or the Securities unless:

(1) the Holder gives to the Trustee written notice stating that an
Event of Default is continuing;

(2) the Holders of at least 25% in aggregate Original Principal
Amount of the Securities at the time outstanding make a written
request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability or
expense;

(4) the Trustee does not comply with the request within 60 days
after receipt of such notice, request and offer of security or
indemnity; and

(5) the Holders of a majority in aggregate Original Principal Amount
of the Securities at the time outstanding do not give the Trustee a
direction inconsistent with the request during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights
of any other Securityholder or to obtain a preference or priority over any other
Securityholder.

SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of the Original Principal Amount, the Variable Principal Amount (or if
the Securities have been converted to quarterly coupon notes following a Tax
Event pursuant to Article 10, the Restated Principal Amount, plus accrued cash
interest), Redemption Price, Purchase Price, Change in Control Purchase Price,
or cash interest in respect of the Securities held by such Holder, on or after
the respective due dates expressed in the Securities or any Redemption Date, and
to convert the Securities in accordance with Article 11, or to bring suit for
the enforcement of any such payment on or after such respective dates or the
right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

SECTION 6.08 Collection Suit by Trustee. If an Event of Default
described in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount owing with respect to the Securities and the
amounts provided for in Section 7.07.

SECTION 6.09 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the Original Principal Amount, the Variable
Principal Amount, Restated Principal Amount, Redemption Price, Purchase Price,
Change in Control Purchase Price or cash 

45

interest in respect of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

(a) to file and prove a claim for the whole amount of the Original
Principal Amount, the Variable Principal Amount, Restated Principal Amount,
Redemption Price, Purchase Price, Change in Control Purchase Price or cash
interest in respect of the Securities (or, if the Securities have been converted
to quarterly coupon notes following a Tax Event, the Restated Principal Amount,
plus accrued interest), as the case may be, and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel or any other
amounts due the Trustee under Section 7.07) and of the Holders allowed in such
judicial proceeding, and

(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 6.10 Priorities. If the Trustee collects any money pursuant
to this Article 6, it shall pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Securityholders for amounts due and unpaid on the
Securities for the Original Principal Amount, the Variable Principal
Amount, Restated Principal Amount, Redemption Price, Purchase Price,
Change in Control Purchase Price or cash interest (or, if the
Securities have been converted to quarterly coupon notes following a
Tax Event, the Restated Principal Amount, plus accrued cash
interest), as the case may be, ratably, without preference or
priority of any kind, according to such amounts due and payable on
the Securities; and

THIRD: the balance, if any, to the Company.

The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the 

46

Trustee shall mail to each Securityholder and the Company a notice that states
the record date, the payment date and the amount to be paid.

SECTION 6.11 Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in aggregate Original Principal
Amount of the Securities at the time outstanding. This Section 6.11 shall be in
lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

SECTION 6.12 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Original Principal
Amount, the Variable Principal Amount, Restated Principal Amount, Redemption
Price, Purchase Price, Change in Control Purchase Price or cash interest (or, if
the Securities have been converted to quarterly coupon notes following a Tax
Event, the Restated Principal Amount, plus accrued interest), as contemplated
herein, or which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

ARTICLE 7

TRUSTEE

SECTION 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others; and

(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed

47

therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture, but in case of any
such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture, but need not
confirm or investigate the accuracy of mathematical calculations or
other facts stated therein.

This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

(1) this paragraph (c) does not limit the effect of paragraph (b) of
this Section 7.01;

(2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

(e) The Trustee may refuse to perform any duty or exercise any right
or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

(f) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
(acting in any capacity hereunder) shall be under no liability for interest on
any money received by it hereunder unless otherwise agreed in writing with the
Company.

SECTION 7.02 Rights of Trustee. Subject to its duties and
responsibilities under the provisions of Section 7.01, and, except as expressly
excluded from this Indenture pursuant to said Section 7.01, subject also to its
duties and responsibilities under the TIA:

(a) the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness

48

or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;

(b) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

(c) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

(d) the Trustee shall not be liable for any action taken, suffered,
or omitted to be taken by it in good faith which it believes to be authorized or
within its rights or powers conferred under this Indenture;

(e) the Trustee may consult with counsel selected by it and any
advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;

(f) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby;

(g) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a
resolution of the Board of Directors;

(h) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

(i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by a Responsible Officer of the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this
Indenture;

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(j) the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder; and

(k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

SECTION 7.03 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

SECTION 7.04 Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture, the Securities
or the Pledged Securities, it shall not be accountable for the Company's use or
application of the proceeds from the Securities, it shall not be responsible for
any statement in the registration statement for the Securities under the
Securities Act or in the Indenture or the Securities (other than its certificate
of authentication), or the determination as to which beneficial owners are
entitled to receive any notices hereunder.

SECTION 7.05 Notice of Defaults. If a Default occurs and if it is
known to a Responsible Officer of the Trustee, the Trustee shall give to each
Securityholder notice of the Default within 90 days after such Responsible
Officer obtains knowledge of such Default unless such Default shall have been
cured or waived before the giving of such notice. Except in the case of a
Default described in Section 6.01(1) or (2), the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders.
The second sentence of this Section 7.05 shall be in lieu of the proviso to
Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA. The Trustee shall not be deemed to have
knowledge of a Default unless a Responsible Officer of the Trustee has received
written notice of such Default.

SECTION 7.06 Reports by Trustee to Holders. Within 60 days after
each April 15 beginning with the April 15 following the date of this Indenture,
the Trustee shall mail to each Securityholder a brief report dated as of such
April 15 that complies with TIA Section 313(a), if required by such Section
313(a). The Trustee also shall comply with TIA Section 313(b).

A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each securities exchange, if any, on which the
Securities are listed. The Company agrees to promptly notify the Trustee
whenever the Securities become listed on any securities exchange and of any
delisting thereof.

SECTION 7.07 Compensation and Indemnity. The Company agrees:

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(a) to pay to the Trustee from time to time such reasonable
compensation as the Company and the Trustee shall from time to time
agree in writing for all services rendered by it hereunder (which
compensation shall not be limited (to the extent permitted by law)
by any provision of law in regard to the compensation of a trustee
of an express trust);

(b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses, advances and disbursements
of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith; and

(c) to indemnify the Trustee or any predecessor Trustee and their
agents for, and to hold them harmless against, any loss, damage,
claim, liability, cost or expense (including reasonable attorney's
fees and expenses and taxes (other than taxes based upon, measured
by or determined by the income of the Trustee)) incurred without
negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this trust, including the
reasonable costs and expenses of defending itself against any claim
(whether asserted by the Company or any Holder or any other Person)
or liability in connection with the exercise or performance of any
of its powers or duties hereunder.

To secure the Company's payment obligations in this Section 7.07,
the Holders shall have been deemed to have granted to the Trustee a lien prior
to the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay the Variable Principal Amount, Redemption
Price, Purchase Price, Change in Control Purchase Price, or cash interest, if
any, as the case may be, on particular Securities.

The Company's payment obligations pursuant to this Section 7.07
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(6) or (7), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.08. The Holders of a majority in aggregate Original Principal Amount of the
Securities at the time outstanding may remove the Trustee by so notifying the
Trustee and the Company. The Company shall remove the Trustee if:

(1)   the Trustee fails to comply with Section 7.10;

(2)   the Trustee is adjudged bankrupt or insolvent;

(3)   a receiver or public officer takes charge of the Trustee or
its property; or

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(4)   the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the
office of the Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.

If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate Original Principal Amount of the Securities
at the time outstanding may petition any court of competent jurisdiction at the
expense of the Company for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

SECTION 7.09 Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

SECTION 7.10 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee
(or its parent holding company) shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. Nothing herein contained shall prevent the Trustee from filing with
the Commission the application referred to in the penultimate paragraph of TIA
Section 310(b).

SECTION 7.11 Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE 8

DISCHARGE OF INDENTURE

SECTION 8.01 Discharge of Liability on Securities. When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding
Securities have become due and payable and 

52

the Company irrevocably deposits with the Trustee, the Paying Agent (if the
Paying Agent is not the Company or any of its Affiliates) or the Conversion
Agent cash or, if expressly permitted by the terms of the Securities or the
Indenture, Common Stock sufficient to pay all amounts due and owing on all
outstanding Securities (other than Securities replaced pursuant to Section
2.07), and if in either case the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to Section 7.07, cease to be
of further effect. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
Opinion of Counsel and at the cost and expense of the Company.

SECTION 8.02 Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company upon written request any money or securities
held by them for the payment of any amount with respect to the Securities that
remains unclaimed for two years, subject to applicable unclaimed property law.
After return to the Company, Holders entitled to the money or securities must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Securityholders with respect to
such money or securities for that period commencing after the return thereof.

ARTICLE 9

AMENDMENTS

SECTION 9.01 Without Consent of Holders. The Company and the Trustee
may amend this Indenture or the Securities without the consent of any
Securityholder:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to comply with Article 5 or Section 11.14;

(3) in exchange for Securityholders agreeing to waive their right to
require the Company to purchase all or a portion of their Securities
on a specified Purchase Date, to add additional Purchase Dates on
which Securityholders may require the Company to purchase all or a
portion of their Securities at the applicable Purchase Price and, in
addition, to pay such Securityholders additional cash payments in
connection therewith;

(4) to secure the Company's obligations under the Securities and
this Indenture;

(5) to add to the Company's covenants for the benefit of the
Securityholders or to surrender any right or power conferred upon
the Company;

(6) to make any change to comply with the TIA, or any amendment
thereto, or to comply with any requirement of the SEC in connection
with the qualification of the Indenture under the TIA, or as
necessary in connection with the registration of the Securities
under the Securities Act; or

53

(7) to make any change that does not adversely affect the rights of
any Holders (it being understood that any amendment described in
clause (1) above made solely to conform this Indenture to the final
offering memorandum provided to investors in connection with the
initial offering of the Securities will be deemed not to adversely
affect the rights or interests of Holders).

SECTION 9.02 With Consent of Holders. With the written consent of
the Holders of at least a majority in aggregate Original Principal Amount of the
Securities at the time outstanding, the Company and the Trustee may amend this
Indenture or the Securities. However, without the consent of each Securityholder
affected, an amendment to this Indenture or the Securities may not:

(1) reduce the percentage in Original Principal Amount of Securities
whose Holders must consent to an amendment;

(2) make any change in the manner or rate of accrual of Variable
Principal Amount or cash interest, reduce the rate of cash interest
referred to in paragraph 1 of the Securities, or extend the time for
payment of Variable Principal Amount or cash interest on any
Security;

(3) reduce the Original Principal Amount, Variable Principal Amount
or Restated Principal Amount or cash interest, with respect to any
Security, or extend the Stated Maturity of any Security;

(4) reduce the Redemption Price, Purchase Price or Change in Control
Purchase Price of any Security;

(5) make any Security payable in money or securities other than that
stated in the Security;

(6) make any change in Article 10 of the Indenture, or this Section
9.02, except to increase any percentage set forth therein;

(7) make any change that adversely affects the right to convert any
Security;

(8) make any change that adversely affects the right to require the
Company to purchase the Securities in accordance with the terms
thereof and this Indenture; or

(9) impair the right to institute suit for the enforcement of any
payment with respect to, or conversion of, the Securities.

It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section 9.02 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.

54

SECTION 9.03 Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA.

SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, consent, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Security hereunder is a continuing
consent by the Holder and every subsequent Holder of that Security or portion of
the Security that evidences the same obligation as the consenting Holder's
Security, even if notation of the amendment, consent, waiver or other action is
not made on the Security. However, any such Holder or subsequent Holder may
revoke the consent as to such Holder's Security or portion of the Security if
the Trustee receives the notice of revocation before the date as of which the
amendment, consent, waiver or action is made effective. After an amendment,
consent, waiver or action becomes effective, it shall bind every Securityholder.

SECTION 9.05 Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Securities.

SECTION 9.06 Trustee to Sign Supplemental Indentures. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article 9 if
the amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.01) shall
be fully protected in relying upon, in addition to the documents required by
Section 14.04, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

SECTION 9.07 Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

ARTICLE 10

SPECIAL TAX EVENT CONVERSION

SECTION 10.01 Optional Conversion to Quarterly Coupon Note upon Tax
Event. From and after the date (the "Tax Event Date") of the occurrence of a Tax
Event after March 21, 2008, the Company shall have the option to elect, in lieu
of having Variable Principal Amount increase, to have interest accrue and be
paid in cash at the Variable Yield per annum, on a Restated Principal Amount,
per $1,000 Original Principal Amount (the "Restated Principal Amount") equal to
the accrued Variable Principal Amount through the Tax Event Date or the 

55

date the Company exercises the option provided for in this Section 10.01,
whichever is later (the "Option Exercise Date"). Such interest shall be payable
quarterly on March 21, June 21, September 21 and December 21 of each year to
Holders of record at the close of business on March 7, June 7, September 7 and
December 7 immediately preceding such interest payment date. Interest will
accrue from the most recent date on which interest has been paid or, if no
interest has been paid, from the Option Exercise Date. Within 15 days of the
occurrence of a Tax Event, the Company shall deliver a written notice of such
Tax Event by facsimile and first-class mail to the Trustee and within 15 days of
its exercise of such option the Company shall deliver a written notice of the
Option Exercise Date by facsimile and first-class mail to the Trustee and by
first class mail to the Holders of the Securities. From and after the Option
Exercise Date, (i) the Company shall be obligated to pay at Stated Maturity, in
lieu of the Variable Principal Amount of a Security, the Restated Principal
Amount thereof plus accrued and unpaid interest on such Security and (ii)
"Variable Principal Amount" or similar words, as used herein, shall mean
Restated Principal Amount plus accrued and unpaid interest with respect to any
Security. Securities authenticated and delivered after the Option Exercise Date
may, and shall if required by the Trustee, bear a notation in a form approved by
the Trustee as to the conversion of the Securities to quarterly coupon notes. No
other changes to this Indenture shall result as a result of the events described
in this Section 10.01.

ARTICLE 11

CONVERSION

SECTION 11.01 Conversion Privilege. A Holder of a Security may
convert such Security into shares of Common Stock at any time during the periods
and subject to the conditions stated in paragraph 9 of the Securities, subject
to the provisions of this Article 11. The number of shares of Common Stock
issuable upon conversion of a Security per $1,000 of Original Principal Amount
thereof (the "Conversion Rate") shall be determined in accordance with the
provisions of paragraph 9 of the Securities. The initial number of shares of
Common Stock issuable upon conversion of a Security per $1,000 of Original
Principal Amount thereof shall equal 38.4615, subject to adjustment.

A Holder may convert a portion of the Original Principal Amount of a
Security if the portion is $1,000 or an integral multiple of $1,000. Provisions
of this Indenture that apply to conversion of all of a Security also apply to
conversion of a portion of a Security.

SECTION 11.02 Conversion Procedure. To convert a Security, a Holder
must satisfy the requirements in paragraph 9 of the Securities. The date on
which the Holder satisfies all those requirements is the conversion date (the
"Conversion Date"). Following the Conversion Date, the Company shall deliver to
the Holder through the Conversion Agent, in accordance with Section 11.20 a
certificate for the number of full shares of Common Stock issuable upon the
conversion and cash in lieu of any fractional share determined pursuant to
Section 11.03. The Company shall determine such full number of shares and the
amounts of the required cash with respect to any fractional share, and shall set
forth such information in an Officers' Certificate delivered to the Conversion
Agent. The Conversion Agent shall have no duties under this paragraph unless and
until it has received such certificate.

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The Person in whose name the certificate is registered shall be
treated as a stockholder of record on and after the Conversion Date; provided,
however, that no surrender of a Security on any date when the stock transfer
books of the Company shall be closed shall be effective to constitute the Person
or Persons entitled to receive the shares of Common Stock upon such conversion
as the record holder or holders of such shares of Common Stock on such date, but
such surrender shall be effective to constitute the Person or Persons entitled
to receive such shares of Common Stock as the record holder or holders thereof
for all purposes at the close of business on the next succeeding day on which
such stock transfer books are open; such conversion shall be at the Conversion
Rate in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such Person shall no longer be a Holder of such
Security.

Holders may surrender a Security for conversion by means of
book-entry delivery in accordance with paragraph 9 of the Security and the
regulations of the applicable book-entry facility.

No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 11. On conversion of a Security, the increases in variable principal
amount and accrued cash interest attributable to the period from the Issue Date
of the Security through the Conversion Date, with respect to the converted
Security shall not be cancelled, extinguished or forfeited, but rather shall be
deemed to be paid in full to the Holder thereof through delivery of the Common
Stock (together with the cash payment, if any, in lieu of fractional shares) in
exchange for the Security being converted pursuant to the provisions hereof; and
the fair market value of such shares of Common Stock (together with any such
cash payment in lieu of fractional shares) shall be treated as issued, to the
extent thereof, first in exchange for the increases in variable principal amount
and accrued cash interest through the Conversion Date, and the balance, if any,
of such fair market value of such Common Stock (and any such cash payment) shall
be treated as issued in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof. Notwithstanding the foregoing,
accrued cash interest will be payable upon conversion of Securities made
concurrently with or after acceleration of Securities following an Event of
Default.

If the Holder converts more than one Security at the same time, the
number of shares of Common Stock issuable upon conversion shall be based on the
aggregate Original Principal Amount of the Securities converted.

A Security surrendered for conversion based on (a) the Common Stock
price may be surrendered for conversion until the close of business on March 21,
2023, (b) the Security being called for redemption may be surrendered for
conversion at any time prior to the close of business on the second Business Day
immediately preceding the Redemption Date, even if it is not otherwise
convertible at such time, and (c) upon the occurrence of certain corporate
transactions more fully described in paragraph 9 of the Security may be
surrendered for conversion at any time from and after the date which is 15 days
prior to the anticipated effective date of such transaction until 15 days after
the actual date of such transaction, and if such day is not a Business Day, the
next occurring Business Day following such day.

57

Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security in an authorized denomination equal in Original Principal Amount to
the unconverted portion of the Security surrendered.

SECTION 11.03 Fractional Shares. The Company will not issue a
fractional share of Common Stock upon conversion of a Security. Instead, the
Company will deliver cash for the current market value of the fractional share.
The current market value of a fractional share shall be determined, to the
nearest 1/1,000th of a share, by multiplying the per share Sale Price of the
Common Stock, on the last Trading Day prior to the Conversion Date, by the
fractional amount and rounding the product to the nearest whole cent.

SECTION 11.04 Taxes on Conversion. If a Holder converts a Security,
the Company shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of shares of Common Stock upon the conversion. However, the
Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name and any income tax
which is imposed on the Holder as a result of the conversion. The Conversion
Agent may refuse to deliver the certificates representing the Common Stock being
issued in a name other than the Holder's name until the Conversion Agent
receives a sum sufficient to pay any tax which will be due because the shares
are to be issued in a name other than the Holder's name. Nothing herein shall
preclude the Company from any tax withholding or directing the withholding of
any tax required by law or regulations.

SECTION 11.05 Company to Provide Stock. The Company shall, prior to
issuance of any Securities under this Article 11, and from time to time as may
be necessary, reserve out of its authorized but unissued Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities.

All shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares or treasury shares, shall be duly and
validly issued and fully paid and nonassessable and shall be free from
preemptive rights and free of any lien or adverse claim created by the Company.

The Company will endeavor promptly to comply with all federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or in
the over-the-counter market or such other market on which the Common Stock is
then listed or quoted.

SECTION 11.06 Adjustment for Change in Capital Stock. Except as set
forth in Section 11.14, if, after the Issue Date of the Securities, the Company:

(a) pays a dividend or makes a distribution on its Common Stock in
shares of its Common Stock or other Capital Stock;

(b) subdivides its outstanding shares of Common Stock into a greater
number of shares;

58

(c) pays a dividend or makes a distribution of its Common Stock in
shares of its Capital Stock (other than Common Stock or rights, warrants or
options for its Capital Stock);

(d) combines its outstanding shares of Common Stock into a smaller
number of shares; or

(e) issues by reclassification of its Common Stock any shares of its
Capital Stock (other than rights, warrants or options for its Capital Stock);

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares or other units of Capital
Stock of the Company which such Holder would have owned immediately following
such action if such Holder had converted the Security immediately prior to such
action.

The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

SECTION 11.07 Adjustment for Rights Issue. Except as set forth in
Sections 11.14 and 11.19, if after the Issue Date, the Company distributes any
rights, warrants or options to all holders of its Common Stock entitling them,
for a period expiring within 60 days after the record date for such
distribution, to purchase shares of Common Stock at a price per share less than
the Sale Price of the Common Stock as of the Time of Determination, the
Conversion Rate shall be adjusted in accordance with the formula:

R'  =        R (O + N)
------------------------
(O + [(N x P)/M)]

where:

R' = the adjusted Conversion Rate.

R = the current Conversion Rate.

O = the number of shares of Common Stock outstanding on the record date
for the distribution to which this Section 11.07 is being applied.

N = the number of additional shares of Common Stock offered pursuant to
the distribution.

P = the offering price per share of the additional shares.

M = the Average Sale Price, minus, in the case of (i) a distribution to
which Section 11.06(b) applies or (ii) a distribution to which Section 11.08
applies, for which, in each case, (x) the record date shall occur on or before
the record date for the distribution to which this Section 11.07 applies and (y)
the Ex-Dividend Time shall occur on or after the date of the Time of

59

Determination for the distribution to which this Section 11.07 applies, the fair
market value (on the record date for the distribution to which this Section
11.07 applies) of:

(i)   the Capital Stock of the Company distributed in respect of
each share of Common Stock in such Section 11.06(b)
distribution; and

(ii)  the assets of the Company or debt securities or any rights,
warrants or options to purchase securities of the Company
distributed in respect of each share of Common Stock in such
Section 11.08 distribution.

The Board of Directors shall determine fair market values for the
purposes of this Section 11.07.

The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the rights,
warrants or options to which this Section 11.07 applies. If all of the shares of
Common Stock subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate which would then be in effect had
the adjustment upon the issuance of such rights, warrants or options been made
on the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

No adjustment shall be made under this Section 11.07 if the
application of the formula stated above in this Section 11.07 would result in a
value of R' that is equal to or less than the value of R.

SECTION 11.08 Adjustment for Other Distributions. (a) Subject to
Section 11.08(b), if, after the Issue Date of the Securities, the Company
distributes to all holders of its Common Stock any of its assets excluding
distributions of Capital Stock or equity interests referred to in Section
11.08(b), or evidence of indebtedness or any rights, warrants or options to
purchase securities of the Company (including securities or cash, but excluding
(x) distributions of Capital Stock referred to in Section 11.06 and
distributions of rights, warrants or options referred to in Section 11.07 and
(y) cash dividends or other cash distributions that are paid out of consolidated
current net earnings or earnings retained in the business as shown on the books
of the Company unless such cash dividends or other cash distributions are
Extraordinary Cash Dividends), the Conversion Rate shall be adjusted, subject to
the provisions of Section 11.08(c), in accordance with the formula:

R'  =  R x M
-------
M - F

where:

R' = the adjusted Conversion Rate.

R = the current Conversion Rate.

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M = the Average Sale Price, minus, in the case of a distribution to which
Section 11.06(c) applies, for which (i) the record date shall occur on or before
the record date for the distribution to which this Section 11.08 applies and
(ii) the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 11.08 applies, the fair
market value (on the record date for the distribution to which this Section
11.08 applies) of any Capital Stock of the Company distributed in respect of
each share of Common Stock in such Section 11.06(c) distribution.

F = the fair market value (on the record date for the distribution to
which this Section 11.08 applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 11.08 is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

The Board of Directors shall determine fair market values for the
purposes of this Section 11.08.

The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the distribution
to which this Section 11.08 applies.

For purposes of this Section 11.08, the term "Extraordinary Cash
Dividend" shall mean any cash dividend or distribution with respect to the
Common Stock the amount of which, together with the aggregate amount of cash
dividends on the Common Stock to be aggregated with such cash dividend in
accordance with the provisions of this paragraph, equals or exceeds the
threshold percentage set forth in item (i) below. For purposes of item (i)
below, the "Ex-Dividend Measurement Period" with respect to a cash dividend on
the Common Stock shall mean the 365 consecutive day period ending on the date
prior to the Ex-Dividend Time with respect to such cash dividend, and the
"Relevant Cash Dividends" with respect to a cash dividend on the Common Stock
shall mean the cash dividends on the Common Stock with Ex-Dividend Times
occurring in the Ex-Dividend Measurement Period.

(i) If, upon the date prior to the Ex-Dividend Time with respect to
a cash dividend on the Common Stock, the aggregate amount of such
cash dividend together with the amounts of all Relevant Cash
Dividends equals or exceeds on a per share basis 5% of the Sale
Price of the Common Stock on the last Trading Day preceding the date
of declaration by the Board of Directors of the cash dividend or
distribution with respect to which this provision is being applied,
then such cash dividend together with all Relevant Cash Dividends,
shall be deemed to be an Extraordinary Cash Dividend and for
purposes of applying the formula set forth above in this Section
11.08, the value of "F" shall be equal to (y) the aggregate amount
of such cash dividend together with the amount of all Relevant Cash
Dividends, minus (z) the aggregate amount of all Relevant Cash
Dividends for which a prior adjustment in the Conversion Rate was
previously made under this Section 11.08.

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In making the determinations required by item (i) above, the amount
of cash dividends paid on a per share basis and the amount of any
Relevant Cash Dividends specified in item (i) above, shall be
appropriately adjusted to reflect the occurrence during such period
of any event described in Section 11.06.

(b) If, after the Issue Date of the Securities, the Company pays a
dividend or makes a distribution to all holders of its Common Stock consisting
of Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company, the Conversion
Rate shall be adjusted in accordance with the formula:

R' = R x (1 + F/M)

where:

R' = the adjusted Conversion Rate.

R = the current Conversion Rate.

M = the average of the Sale Prices of the Common Stock for the ten
(10) trading days commencing on and including the fifth trading day after the
date on which "ex-dividend trading" commences for such dividend or distribution
on The New York Stock Exchange or such other national or regional exchange or
market which such securities are then listed or quoted (the "Ex-Dividend Date").

F = the fair market value of the securities distributed in respect
of each share of Common Stock for which this Section 11.08(b) applies shall mean
the number of securities distributed in respect of each share of Common Stock
multiplied by the average of the Sale Prices of those securities distributed for
the ten (10) trading days commencing on and including the fifth trading day
after the Ex-Dividend Date.

(c) In the event that, with respect to any distribution to which
Section 11.08(a) would otherwise apply, the difference between "M-F" as defined
in the formula set forth in Section 11.08(a) is less than $1.00 or "F" is equal
to or greater than "M", then the adjustment provided by Section 11.08(a) shall
not be made and in lieu thereof the provisions of Section 11.14 shall apply to
such distribution.

SECTION 11.09 When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment and all adjustments that are made and carried forward shall be taken
in the aggregate in order to determine if the 1% threshold is met.

All calculations under this Article 11 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be.

SECTION 11.10 When No Adjustment Required. No adjustment need be
made for a transaction referred to in Section 11.06, 11.07, 11.08 or 11.14 if
Securityholders are to participate in the transaction on a basis and with notice
that the Board of Directors determines to 

62

be fair and appropriate in light of the basis and notice on which holders of
Common Stock participate in the transaction. Such participation by
Securityholders may include participation upon conversion provided that an
adjustment shall be made at such time as the Securityholders are no longer
entitled to participate.

No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest.

No adjustment need be made for a change in the par value or no par
value of the Common Stock.

To the extent the Securities become convertible pursuant to this
Article 11 into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

No adjustment will be made pursuant to this Article 11 that would
result, through the application of two or more provisions hereof, in the
duplication of any adjustment.

SECTION 11.11 Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Securityholders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice and a certificate from the Company's independent public accountants
briefly stating the facts requiring the adjustment and the manner of computing
it. Upon receipt by it of such notice, and at the written request of the
Company, the Conversion Agent will promptly mail such notice to Securityholders
at the Company's expense. The certificate shall be conclusive evidence that the
adjustment is correct. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility with respect to any such certificate except to
exhibit the same to any Holder desiring inspection thereof.

SECTION 11.12 Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount for any period of time. Whenever the
Conversion Rate is increased, the Company shall mail to Securityholders and file
with the Trustee and the Conversion Agent a notice of the increase. The Company
shall mail the notice at least 15 days before the date the increased Conversion
Rate takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect.

A voluntary increase of the Conversion Rate does not change or
adjust the Conversion Rate otherwise in effect for purposes of Section 11.06,
11.07 or 11.08 or 11.14.

SECTION 11.13 Notice of Certain Transactions. If:

(a) the Company takes any action that would require an adjustment in
the Conversion Rate pursuant to Section 11.06, 11.07 or 11.08 (unless no
adjustment is to occur pursuant to Section 11.10); or

(b) the Company takes any action that would require a supplemental
indenture pursuant to Section 11.14; or

(c) there is a liquidation or dissolution of the Company;

63

then the Company shall mail to Securityholders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution. The Company shall file and mail the notice at least
15 days before such date. Failure to file or mail the notice or any defect in it
shall not affect the validity of the transaction.

SECTION 11.14 Reorganization of Company; Special Distributions. If
the Company is a party to a transaction subject to Article 5 (other than a sale
of all or substantially all of the assets of the Company in a transaction in
which the holders of Common Stock immediately prior to such transaction do not
receive securities, cash, property or other assets of the Company or any other
Person) or a merger or binding share exchange which reclassifies or changes its
outstanding Common Stock, the Person obligated to deliver securities, cash or
other assets upon conversion of Securities shall enter into a supplemental
indenture. If the issuer of securities deliverable upon conversion of Securities
is an Affiliate of the successor Company, that issuer shall join in the
supplemental indenture.

The supplemental indenture shall provide that the Holder of a
Security may convert it into the kind and amount of securities, cash or other
assets which such Holder would have received immediately after the
consolidation, merger, binding share exchange or transfer if such Holder had
converted the Security immediately before the effective date of the transaction,
assuming (to the extent applicable) that such Holder (i) was not a constituent
Person or an Affiliate of a constituent Person to such transaction; (ii) made no
election with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 11. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

If this Section applies, neither Section 11.06 nor 11.07 applies.

If the Company makes a distribution to all holders of its Common
Stock of any of its assets, or debt securities or any rights, warrants or
options to purchase securities of the Company that would otherwise result in an
adjustment in the Conversion Rate pursuant to the provisions of Section 11.08,
then, from and after the record date for determining the holders of Common Stock
entitled to receive the distribution, a Holder of a Security that converts such
Security in accordance with the provisions of this Indenture shall upon such
conversion be entitled to receive, in addition to the shares of Common Stock
into which the Security is convertible, the kind and amount of securities, cash
or other assets comprising the distribution that such Holder would have received
if such Holder had converted the Security immediately prior to the record date
for determining the holders of Common Stock entitled to receive the
distribution.

SECTION 11.15 Company Determination Final. Any determination that
the Company or the Board of Directors must make pursuant to Section 11.03,
11.06, 11.07, 11.08, 11.09, 11.10, 11.14 or 11.17 is conclusive.

64

SECTION 11.16 Trustee's Adjustment Disclaimer. The Trustee has no
duty to determine when an adjustment under this Article 11 should be made, how
it should be made or what it should be. The Trustee has no duty to determine
whether a supplemental indenture under Section 11.14 need be entered into or
whether any provisions of any supplemental indenture are correct. The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities. The
Trustee shall not be responsible for the Company's failure to comply with this
Article 11. Each Conversion Agent (other than the Company or an Affiliate of the
Company) shall have the same protection under this Section 11.16 as the Trustee.

SECTION 11.17 Simultaneous Adjustments. In the event that this
Article 11 requires adjustments to the Conversion Rate under more than one of
Sections 11.06, 11.07 or 11.08, and the record dates for the distributions
giving rise to such adjustments shall occur on the same date, then such
adjustments shall be made by applying, first, the provisions of Section 11.06,
second, the provisions of Section 11.08 and, third, the provisions of Section
11.07.

SECTION 11.18 Successive Adjustments. After an adjustment to the
Conversion Rate under this Article 11, any subsequent event requiring an
adjustment under this Article 11 shall cause an adjustment to the Conversion
Rate as so adjusted.

SECTION 11.19 Rights Issued in Respect of Common Stock Issued Upon
Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, as the case may be (the
"Rights"), if any, that all shares of Common Stock are entitled to receive and
the certificates representing the Common Stock issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
shareholder rights agreement adopted by the Company, as the same may be amended
from time to time (in each case, a "Rights Agreement"). Provided that such
Rights Agreement requires that each share of Common Stock issued by the Company
(including those that might be issued upon conversion of Securities) at any time
prior to the distribution of separate certificates representing the Rights be
entitled to receive such Rights, then, notwithstanding anything else to the
contrary in this Article 11, there shall not be any adjustment to the conversion
privilege or Conversion Rate or any other term or provision of the Securities as
a result of the issuance of Rights, the distribution of separate certificates
representing the Rights, the exercise or redemption of such Rights in accordance
with any such Rights Agreement, or the termination or invalidation of such
Rights.

SECTION 11.20 Company's Right to Elect to Pay Cash or Common Stock.
In lieu of delivery of Common Stock upon notice of conversion of any Securities,
the Company may elect to pay holders surrendering Securities an amount in cash
per $1,000 Original Principal Amount per Security equal to the Average Sale
Price of Common Stock for the five consecutive trading days immediately
following either (a) the date of notice of election to deliver cash as described
below if the Company has not given notice of redemption, or (b) the conversion
date, in the case of conversion following the notice of redemption specifying
that the Company intends to deliver cash upon conversion, in either case
multiplied by the Conversion Rate in effect on that date. The Company will
inform the holders through the Trustee no later than two business days following
the conversion date of its election to deliver shares of Common Stock or 

65

to pay cash in lieu of delivery of Common Stock, unless the Company has already
informed holders of its election in connection with its optional redemption of
the Securities pursuant to Section 3.1 herein. If the Company elects to deliver
all of such payment in Common Stock, the Common Stock will be delivered through
the Conversion Agent no later than the fifth business day following the
Conversion Date. If the Company elects to pay all or a portion of such payment
in cash, the payment, including any delivery of Common Stock, will be made to
holders surrendering Securities no later than the tenth business day following
the applicable conversion date. If an Event of Default (other than a default in
a cash payment upon conversion of the Securities) has occurred and is
continuing, the Company may not pay cash upon conversion of any Security or
portion of a Security (other than cash for fractional shares).

ARTICLE 12

PAYMENT OF INTEREST

SECTION 12.01 Interest Payments. Interest on any Security that is
payable, and is punctually paid or duly provided for, on any applicable payment
date shall be paid to the person in whose name that Security is registered at
the close of business on the Regular Record Date or accrual date, as the case
may be, for such interest at the office or agency of the Company maintained for
such purpose. Each installment of quarterly interest on any Security shall be
paid in same-day funds by transfer to an account maintained by the payee located
inside the United States, if the Trustee shall have received proper wire
transfer instructions from such payee not later than the related Regular Record
Date or accrual date, as the case may be, or, if no such instructions have been
received, by check drawn on a bank in New York City mailed to the payee at its
address set forth on the Registrar's books. In the case of a permanent Global
Security, quarterly interest payable on any applicable payment date will be paid
to the Depositary, with respect to that portion of such permanent Global
Security held for its account by Cede & Co. for the purpose of permitting such
party to credit the interest received by it in respect of such permanent Global
Security to the accounts of the beneficial owners thereof.

SECTION 12.02 Defaulted Interest. Except as otherwise specified with
respect to the Securities, any interest on any Security that is payable, but is
not punctually paid or duly provided for, within 30 days following any
applicable payment date (herein called "Defaulted Interest", which term shall
include any accrued and unpaid interest that has accrued on such defaulted
amount in accordance with paragraph 1 of the Securities), shall forthwith cease
to be payable to the registered Holder thereof on the relevant Regular Record
Date or accrual date, as the case may be, by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest
to the persons in whose names the Securities are registered at the
close of business on a special record date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date
of the proposed payment (which shall not be less than 20 days after
such notice is received by the Trustee), and at the same time the
Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to 

66

be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date (the "Special Record Date") for the
payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and
at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder
of Securities at his address as it appears on the list of
Securityholders maintained pursuant to Section 2.05 not less than 10
days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the persons in whose names the Securities are
registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted Interest on the
Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may
be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.

SECTION 12.03 Interest Rights Preserved. Subject to the foregoing
provisions of this Article 12 and Section 2.06, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to quarterly interest accrued and
unpaid, and to accrue, which were carried by such other Security.

ARTICLE 13

SECURITY

SECTION 13.01 Security.

(a) On the date of this Indenture, the Company shall (i) enter into
the Pledge Agreement and comply with the terms and provisions thereof and (ii)
purchase the Pledged Securities to be pledged to the Trustee for the benefit of
the Holders in such amount as the Company expects shall be sufficient, upon
receipt of scheduled interest and/or of principal payments of such Pledged
Securities, to provide for payment in full of the first twelve scheduled
interest payments (up to and including the interest payment due on March 21,
2006) due on the Securities. The Pledged Securities shall be pledged by the
Company to the Trustee for the benefit of the Holders and shall be held by the
Trustee in the Pledge Account pending disposition pursuant to the Pledge
Agreement.

67

(b) Each Holder, by its acceptance of a Security, consents and
agrees to the terms of the Pledge Agreement (including, without limitation, the
provisions providing for foreclosure and release of the Pledged Securities) as
the same may be in effect or may be amended from time to time in accordance with
its terms, and authorizes and directs the Trustee to enter into the Pledge
Agreement and to perform its respective obligations and exercise its respective
rights thereunder in accordance therewith. The Company will do or cause to be
done all such acts and things as may be necessary or reasonably requested by the
Trustee, or as may be required by the provisions of the Pledge Agreement, to
assure and confirm to the Trustee the security interest in the Pledged
Securities contemplated hereby, by the Pledge Agreement or any part thereof, as
from time to time constituted, so as to render the same available for the
security and benefit of this Indenture and of the Securities secured hereby,
according to the intent and purposes herein and therein expressed. The Company,
in consultation with the Trustee, shall take, or shall cause to be taken, any
and all actions reasonably required to cause the Pledge Agreement to create and
maintain, as security for the obligations of the Company under this Indenture
and the Securities, valid and enforceable first priority liens in and on all the
Pledged Securities, in favor of the Trustee, superior to and prior to the rights
of third Persons and subject to no other Liens.

(c) The release of any Pledged Securities pursuant to the Pledge
Agreement will not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Pledged
Securities are released pursuant to this Indenture and the Pledge Agreement. To
the extent applicable, the Company shall cause TIA Section 314(d) relating to
the release of property or securities from the Lien and security interest of the
Pledge Agreement and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Pledge
Agreement to be complied with. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Company, except in cases where
TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person, which Person shall be an independent engineer, appraiser or
other expert selected by the Company.

(d) The Company shall cause TIA Section 314(b), relating to opinions
of counsel regarding the Lien under the Pledge Agreement, to be complied with.
The Trustee may accept, to the extent permitted by Sections 4.03 and 7.06 as
conclusive evidence of compliance with the foregoing provisions, the appropriate
statements contained in such instruments.

(e) The Trustee may, in its sole discretion and without the consent
of the Holders, on behalf of the Holders, take all reasonable actions in
accordance with the Pledge Agreement necessary or appropriate in order to (i)
enforce any of the terms of the Pledge Agreement and (ii) collect and receive
any and all amounts payable in respect of the obligations of the Company
thereunder. The Trustee shall have power to institute and to maintain such suits
and proceedings as the Trustee may reasonably deem expedient to preserve or
protect its interests and the interests of the Holders in the Pledged Securities
(including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of the
Holders or of the Trustee).

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ARTICLE 14

MISCELLANEOUS

SECTION 14.01 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

SECTION 14.02 Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
delivery by courier guaranteeing overnight delivery or mailed by first-class
mail, postage prepaid, addressed as follows or transmitted by facsimile
transmission (confirmed by guaranteed overnight courier) to the following
facsimile numbers:

if to the Company:

Alaska Air Group, Inc.
19300 Pacific Highway South
Seattle, Washington 98188
Attention: Chief Financial Officer
Fax: (206) 431-5007

with a copy of any notice given pursuant to Article 6 to:

O'Melveny & Myers LLP
400 S. Hope Street
Los Angeles, California 90071
Attention: David Johnson, Esq.
Fax: (213) 430-6407

if to the Trustee:

U.S. Bank National Association
1 Federal Street, 3rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services
Fax:  (617) 603-6667

The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

Any notice or communication given to a Securityholder shall be
mailed to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or 

69

communication is mailed in the manner provided above, it is duly given, whether
or not received by the addressee.

If the Company mails a notice or communication to the
Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent, Conversion Agent or co-registrar.

SECTION 14.03 Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

SECTION 14.04 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee if reasonably
requested:

(1) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with;
and

(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

SECTION 14.05 Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include to the extent
required by the Trustee:

(1) a statement that each person making such Officers' Certificate
or Opinion of Counsel has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in
such Officers' Certificate or Opinion of Counsel are based;

(3) a statement that, in the opinion of each such person, he has
made such examination or investigation as is necessary to enable
such person to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

(4) a statement that, in the opinion of such person, such covenant
or condition has been complied with.

SECTION 14.06 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 14.07 Rules by Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. 

70

The Registrar, Conversion Agent and the Paying Agent may make reasonable rules
for their functions.

SECTION 14.08 Calculations. The calculation of the Variable Interest
Rate, Variable Principal Amount, Variable Yield, 3-month LIBOR, Purchase Price,
Change in Control Purchase Price, Conversion Rate, Market Price, Sale Price of
the Common Stock and each other calculation to be made hereunder shall be the
obligation of the Calculation Agent. All calculations made by the Calculation
Agent as contemplated pursuant to this Section 14.08 shall be final and binding
on the Company and the Holders absent manifest error. The Company, Trustee,
Paying Agent and Conversion Agent shall not be obligated to recalculate,
recompute or confirm any such calculations. However, any calculations may be
recalculated to correct errors at any time.

SECTION 14.09 Legal Holidays. A "Legal Holiday" is any day other
than a Business Day. If any specified date (including a date for giving notice)
is a Legal Holiday, the action shall be taken on the next succeeding day that is
not a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no interest shall accrue for the intervening period.

SECTION 14.10 GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS INDENTURE AND THE SECURITIES.

SECTION 14.11 No Recourse Against Others. A director, officer,
employee, agent, representative, stockholder or equity holder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

SECTION 14.12 Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

SECTION 14.13 Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One originally signed copy is enough to
prove this Indenture.

71

IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

ALASKA AIR GROUP, INC.

By: /s/ Bradley Tilden
________________________________
Name: Bradley Tilden
Title: Executive Vice President/
Finance & Chief Financial
Officer

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Julie A. Balerna
________________________________
Name: Julie A. Balerna
Title: Assistant Vice President

EXHIBIT A-1

[FORM OF FACE OF GLOBAL SECURITY]

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS ISSUED WITH AN INDETERMINATE
AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
THE ISSUE DATE IS MARCH 21, 2003, AND THE YIELD TO MATURITY BASED ON A FIXED
RATE EQUIVALENT FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 3.78625% PER
ANNUM.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE LAST
DAY SECURITIES OF THIS ISSUE WERE ISSUED AND THE LAST DATE ON WHICH ALASKA AIR
GROUP, INC. (THE "COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF THE COMPANY WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE

A-1-1

COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF ANY
HOLDER THAT IS NOT AN AFFILIATE OF THE COMPANY AFTER THE RESALE RESTRICTION
TERMINATION DATE.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE.

A-1-2

ALASKA AIR GROUP, INC.
Senior Convertible Note due 2023

No. A-1                                                       CUSIP: 011659 AF 6
Issue Date: March 21, 2003               Original Principal Amount:  $__________
Issue Price: $1,000.00
(for each $1,000
Original Principal Amount)

ALASKA AIR GROUP, INC., a Delaware corporation, promises to pay to Cede &
Co. or registered assigns, on March 21, 2023, the Variable Principal Amount of
this Security on such date. This Security is issued with an Original Principal
Amount of ________________________ DOLLARS ($____________).

This Security shall not bear interest except as specified on the other
side of this Security. The Variable Principal Amount of this Security will
accrue as specified on the other side of this Security. This Security is
convertible as specified on the other side of this Security.

Additional provisions of this Security are set forth on the other side of
this Security.

Dated: March 21, 2003                    ALASKA AIR GROUP, INC.

By:____________________________________
Name: Bradley Tilden
Title: Executive Vice President/Finance
& Chief FinancialOfficer

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By:__________________________________
Authorized Officer

Dated: March 21, 2003

A-1-3

[FORM OF REVERSE SIDE OF NOTE]
Senior Convertible Note due 2023

1.    Interest.

The Company promises to pay interest in cash on the Original Principal
Amount of this Note at the Variable Interest Rate set forth in the Indenture
from the Issue Date, or from the most recent date to which interest has been
paid or provided for, until March 21, 2008. During such period, the Company will
pay cash interest quarterly in arrears on each Interest Payment Date to Holders
of record at the close of business on each Regular Record Date immediately
preceding such Interest Payment Date. Each payment of cash interest on the
Securities will include interest accrued through the day immediately preceding
the most recent Interest Payment Date.

Beginning March 21, 2008, this Security shall not bear interest, except as
specified in this paragraph or in paragraph 11 hereof. From such date, the
Original Principal Amount shall commence increasing daily by the Variable Yield
to produce the Variable Principal Amount. The Variable Principal Amount will
compound quarterly, not daily. At Stated Maturity, the Holder of this Security
will receive the Variable Principal Amount of this Security on such date, unless
the Security has been earlier redeemed or converted, which for each $1,000
Original Principal Amount will be equal to such Original Principal Amount of
$1,000 per Security increased daily by the applicable Variable Yield as provided
in the Indenture. If the Variable Principal Amount hereof or any portion of such
Variable Principal Amount is not paid when due (whether upon acceleration
pursuant to Section 6.02 of the Indenture, upon the date set for payment of the
Redemption Price pursuant to paragraph 6 hereof, upon the date set for payment
of the Purchase Price or Change in Control Purchase Price pursuant to paragraph
7 hereof or upon the Stated Maturity of this Security) or if installments of
cash interest due hereon are not paid when due in accordance with this
paragraph, then in each such case the overdue amount shall, to the extent
permitted by law, bear interest at the Variable Interest Rate or Variable Yield,
as the case may be, in effect following the date such overdue amount was due,
compounded quarterly, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand. The accrual of such interest on overdue amounts shall be in lieu of,
and not in addition to, any subsequent increase in the Variable Principal
Amount.

The Holder of this Security is entitled to the benefits of a Pledge
Agreement, dated March 21, 2003, between the Company and U.S. Bank National
Association, pursuant to which the Company has placed in the Pledged Account
cash or Pledged Financial Assets estimated to be sufficient to provide for the
payment of the first twelve interest payments (up to and including the interest
payment due on March 21, 2006) on this Security. The terms capitalized but
undefined in this paragraph have the meanings given to them in the Pledge
Agreement.

Interest on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that Security is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Company maintained for
such purpose. Each installment of interest on any Security shall be 

A-1-4

paid in same-day funds by transfer to an account maintained by the payee located
inside the United States.

2.    Method of Payment.

Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Variable Principal Amount, Redemption Prices,
Purchase Prices, Change in Control Purchase Prices and at Stated Maturity to
Holders who surrender Securities to a Paying Agent to collect such payments in
respect of the Securities. In addition, the Company will pay cash interest from
the Issue Date until March 21, 2008, as more fully described in paragraph 1
hereof. The Company will pay any cash amounts in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.

3.    Paying Agent, Conversion Agent and Registrar.

Initially, U.S. Bank National Association (the "Trustee"), will act as
Paying Agent, Conversion Agent and Registrar. The Company may appoint and change
any Paying Agent, Conversion Agent and Registrar or co-registrar without notice,
other than notice to the Trustee except that the Company will maintain at least
one Paying Agent in the State of New York, City of New York, Borough of
Manhattan, which shall initially be an office or agency of the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Conversion Agent, Registrar or co-registrar.

4.    Indenture.

The Company issued the Securities pursuant to an Indenture dated as of
March 21, 2003 (the "Indenture"), between the Company and the Trustee. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Securities themselves and the Trust Indenture
Act of 1939, as in effect from time to time (the "TIA"). Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Securityholders are
referred to the Indenture and the TIA for a statement of those terms.

The Securities are unsecured (subject to Article XIII of the Indenture)
and unsubordinated obligations of the Company limited to $150,000,000 aggregate
Original Principal Amount (subject to Section 2.07 of the Indenture). The
Indenture does not limit other indebtedness of the Company, secured or
unsecured.

5.    [Intentionally Deleted]

6.    Redemption at the Option of the Company.

No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company in accordance with the Indenture at the Redemption Prices set
forth below, provided that the Securities are not redeemable prior to March 21,
2006.

A-1-5

If redeemed at our option, the notes will be redeemed at the following
prices, plus accrued and unpaid cash interest, if any, up to the Redemption
Date:

-     If redeemed between March 21, 2006 and March 20, 2007, at a
Redemption Price equal to 102.16% of the Original Principal Amount
of such Securities as of the applicable Redemption Date;

-     If redeemed between March 21, 2007 and March 20, 2008, at a
Redemption Price equal to 101.08% of such Securities as of the
applicable Redemption Date; and

-     If redeemed on March 21, 2008 or thereafter, at a price equal to
100% of the Variable Principal Amount of such Securities as of the
applicable Redemption Date.

If this Security has been converted to a quarterly coupon note following
the occurrence of a Tax Event, the Redemption Price will be equal to the
Restated Principal Amount plus accrued and unpaid interest from the date of such
conversion to but not including the Redemption Date; but in no event will this
Security be redeemable before March 21, 2006.

7.    Purchase by the Company at the Option of the Holder.

Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Securities held
by such Holder on March 21, 2008, March 21, 2013 and March 21, 2018 at a
purchase price equal to the Variable Principal Amount of such Securities on the
applicable Purchase Date plus accrued and unpaid cash interest, if any, upon
delivery of a Purchase Notice containing the information set forth in the
Indenture, at any time from the opening of business on the date that is 20
Business Days prior to such Purchase Date until the close of business on the day
immediately preceding such Purchase Date and upon delivery of the Securities to
the Paying Agent by the Holder as set forth in the Indenture.

The Purchase Price may be paid, at the option of the Company, in cash or
by the issuance and delivery of shares of Common Stock of the Company, or in any
combination thereof in accordance with the Indenture.

If prior to a Purchase Date this Security has been converted to a
quarterly coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
cash interest from the date of conversion to the Purchase Date as provided in
the Indenture.

At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or a portion of
the Securities in integral multiples of $1,000 Original Principal Amount held by
such Holder no later than 30 Business Days after the occurrence of a Change in
Control of the Company for a Change in Control Purchase Price equal to the
Variable Principal Amount of such Securities plus accrued and unpaid cash
interest, if any, to but not including the Change in Control Purchase Date,
which Change in Control Purchase Price shall be paid in cash. If prior to a
Change in Control Purchase Date this Security has been converted to a quarterly
coupon note following the occurrence of a Tax Event, the Change in Control
Purchase Price shall be equal to the Restated Principal Amount plus accrued cash
interest from the date of conversion to the Change in Control Purchase Date.

A-1-6

A third party may make the offer and purchase of the Securities in lieu of
the Company in accordance with the Indenture.

Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.

If cash (and/or securities if permitted under the Indenture) sufficient to
pay the Purchase Price or Change in Control Purchase Price, as the case may be,
of all Securities or portions thereof to be purchased as of the Purchase Date or
the Change in Control Purchase Date, as the case may be, is deposited with the
Paying Agent on the Business Day following the Purchase Date or the Change in
Control Purchase Date, as the case may be, the Variable Principal Amount shall
cease to increase, and cash interest, if any, shall cease to accrue on such
Securities (or portions thereof) on such Purchase Date or Change in Control
Purchase Date, as the case may be, and the Holder thereof shall have no other
rights as such (other than the right to receive the Purchase Price or Change in
Control Purchase Price, as the case may be, if any, upon surrender of such
Security).

8.    Notice of Redemption.

Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address. If money sufficient to pay the Redemption Price
of, and accrued and unpaid cash interest, if any, with respect to, all
Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, on such
Redemption Date, the Variable Principal Amount shall cease to increase, and
accrued cash interest, if any, shall cease to accrue on such Securities or
portions thereof. Securities in denominations larger than $1,000 of Original
Principal Amount may be redeemed in part but only in integral multiples of
$1,000 of Original Principal Amount.

9.    Conversion.

Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion described below has not been satisfied,
Holders may convert the Securities into Common Stock on a Conversion Date in any
fiscal quarter commencing after June 30, 2003, if, as of the last day of the
preceding fiscal quarter, the Sale Price of the Common Stock for at least 20
trading days in a period of 30 consecutive trading days ending on the last
trading day of such preceding fiscal quarter is greater than the conversion
trigger price per share. The "conversion trigger price" for any fiscal quarter
shall be 110% of the accreted conversion price per share (as defined below) of
Common Stock on the last trading day of such preceding calendar quarter. If the
foregoing condition is satisfied, then the Securities will be convertible at any
time of the option of the Holder, through their maturity.

The "accreted conversion price per share" of Common Stock as of any day
equals the quotient of:

-     the Variable Principal Amount on that day, divided by

A-1-7

-     the number of shares of Common Stock issuable upon conversion
of $1,000 Original Principal Amount of Securities on that day.

Conversion Based on Credit Ratings. Subject to the provisions of this
paragraph 9 and notwithstanding the fact that any other condition described
herein to conversion has not been satisfied, Holders may convert the Securities
into Common Stock during any period in which the credit rating assigned to the
Securities by a Rating Agency is reduced to or below the Applicable Rating.
"Rating Agency" means (1) Moody's Investors Service, Inc. and its successors
("Moody's") or (2) Standard & Poor's Credit Market Services, a division of The
McGraw-Hill Companies Inc. and its successors ("Standard & Poor's"). "Applicable
Rating" means (1) Caa1, in the case of Moody's (or its equivalent under any
successor ratings categories of Moody's), (2) CCC+, in the case of Standard &
Poor's (or its equivalent under any successor ratings categories of Standard &
Poor's) or (3) the equivalent in respect of ratings categories of any Rating
Agencies which are successors to Moody's or Standard & Poor's.

Conversion upon Redemption. Subject to the provisions of this paragraph 9
and notwithstanding the fact that any other condition described herein to
conversion has not been satisfied, a Holder may convert into Common Stock a
Security or portion of a Security which has been called for redemption pursuant
to paragraph 6 hereof, provided such Securities are surrendered for conversion
prior to the close of business on the second Business Day immediately preceding
the Redemption Date.

Conversion Upon Certain Distributions. Subject to the provisions of this
paragraph 9 and notwithstanding the fact that any other condition to conversion
has not been satisfied, in the event that the Company declares a dividend or
distribution described in Section 11.07 of the Indenture, or a dividend or a
distribution described in Section 11.08 of the Indenture where, the fair market
value, per share, of such dividend or distribution per share of Common Stock, as
determined in the Indenture, exceeds 15% of the Sale Price of the Common Stock
on the Business Day immediately preceding the date of declaration for such
dividend or distribution, the Securities may be surrendered for conversion
beginning on the date the Company gives notice to the Holders of such right,
which shall not be less than 20 days prior to the Ex-Dividend Time for such
dividend or distribution, and Securities may be surrendered for conversion at
any time thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such dividend or
distribution will not take place. No adjustment to the Conversion Rate or the
ability of the Holders to convert this Security will be made if the Company
provides, as permitted in the Indenture, for Holders to participate in the
transaction without conversion or in other cases specified in the Indenture.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to
the provisions of this paragraph 9 and notwithstanding the fact that any other
condition described herein to conversion has not been satisfied, in the event
the Company is a party to a consolidation, merger or binding share exchange
pursuant to which the Common Stock would be converted into cash, securities or
other property as set forth in Section 11.14 of the Indenture, the Securities
may be surrendered for conversion at any time from and after the date which is
15 days prior to the date announced by the Company as the anticipated effective
time until 15 days after the actual effective date of such transaction, and at
the effective time of such transaction the right to convert a Security into
Common Stock will be deemed to have changed into a right to

A-1-8

convert it into the kind and amount of cash, securities or other property which
the holder would have received if the holder had converted its Security into
Common Stock immediately prior to the transaction.

A Security in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.

The initial Conversion Rate is 38.4615 shares of Common Stock per $1,000
Original Principal Amount of each Security, subject to adjustment for certain
events described in the Indenture. The Company will deliver cash or a check in
lieu of any fractional share of Common Stock. The ability to surrender
Securities for conversion will expire at the close of business on March 21,
2023.

In the event the Company exercises its option pursuant to Section 10.01 of
the Indenture to have, in lieu of having the Variable Principal Amount increase,
interest accrue on the Security following a Tax Event, the Holder will be
entitled on conversion to receive the same number of shares of Common Stock such
Holder would have received if the Company had not exercised such option.

Increases in the Variable Principal Amount and cash interest will not be
paid on Securities that are converted; provided, however that, prior to March
21, 2008, Securities surrendered for conversion during the period from the close
of business on any Regular Record Date next preceding any Interest Payment Date
to the opening of business on such Interest Payment Date shall be entitled to
receive such interest payable on such Securities on the corresponding Interest
Payment Date and (except Securities with respect to which the Company has mailed
a notice of redemption beginning on March 21, 2006 and thereafter) Securities
surrendered for conversion during such periods must be accompanied by payment of
an amount equal to the interest with respect thereto that the registered Holder
is to receive.

To exercise its conversion right, a Holder must (1) complete and manually
sign the conversion notice (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (4) pay any transfer or similar taxes, if required.

A Holder may convert a portion of a Security if the Original Principal
Amount of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, increases in the Variable
Principal Amount or cash interest (or interest if the Company has exercised its
option provided for in paragraph 11 hereof) attributable to the period from the
Issue Date (or, if the Company has exercised the option referred to in paragraph
11 hereof, the later of (x) the date of such exercise and (y) the date on which
interest was last paid) through the Conversion Date shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through the delivery of the Common Stock (together with the cash
payment, if any, in lieu of fractional shares) in exchange for the Security
being converted 

A-1-9

pursuant to the terms hereof; and the fair market value of such shares of Common
Stock (together with any such cash payment in lieu of fractional shares) shall
be treated as issued, to the extent thereof, first in exchange for increases in
the Variable Principal Amount or cash interest (or interest, if the Company has
exercised its option provided for in paragraph 11 hereof) accrued through the
Conversion Date, and the balance, if any, of such fair market value of such
Common Stock (and any such cash payment) shall be treated as issued in exchange
for the Issue Price of the Security being converted pursuant to the provisions
hereof.

The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days of the record date for such distribution at less than
the Sale Price of the Common Stock at the Time of Determination; and
distributions to such holders of assets or debt securities of the Company or
certain rights to purchase securities of the Company (excluding certain cash
dividends or distributions) and certain rights pursuant to shareholder rights
plans. However, no adjustment need be made if Securityholders may participate in
the transaction or in certain other cases. The Company from time to time may
voluntarily increase the Conversion Rate.

If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

The Conversion Rate will not be adjusted for increases in the Variable
Principal Amount or accrued cash interest.

10.   Conversion Arrangement on Call for Redemption.

Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to convert
them into Common Stock of the Company and to make payment for such Securities to
the Trustee in trust for such Holders.

11.   Tax Event.

From and after the date (the "Tax Event Date") of the occurrence of a Tax
Event after March 21, 2008, the Company shall have the option to elect, in lieu
of having Variable Principal Amount increase, to have interest accrue and be
paid in cash at the Variable Yield per annum, on a Restated Principal Amount,
per $1,000 Original Principal Amount (the "Restated Principal Amount") equal to
the accrued Variable Principal Amount through the Tax Event Date or the date the
Company exercises the option provided for in this paragraph 11, whichever is
later (the "Option Exercise Date"). Such interest shall be payable quarterly on
March 21, June 21, September 21 and December 21 of each year to Holders of
record at the close of business on March 7, June 7, September 7 and December 7
immediately preceding such interest payment 

A-1-10

date. Interest will accrue from the most recent date on which interest has been
paid or, if no interest has been paid, from the Option Exercise Date.

12.   Defaulted Interest.

Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company as provided for in Section 12.02 of the
Indenture.

13.   Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Original Principal Amount and integral multiples of
$1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Change in Control
Purchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

14.   Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this
Security for all purposes.

15.   Unclaimed Money or Securities.

The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, subject to
applicable unclaimed property laws. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

16.   Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Original Principal Amount of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Original Principal
Amount of the Securities at the time outstanding. Subject to certain exceptions
set forth in the Indenture, without the consent of any Securityholder, the
Company and the Trustee may amend the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency, or to 

A-1-11

comply with Article 5 or Section 11.14 of the Indenture, to secure the Company's
obligations under this Security or to add to the Company's covenants for the
benefit of the Securityholders or to surrender any right or power conferred, in
exchange for Holders agreeing to waive their right to require the Company to
purchase all or a portion of their Securities on a specified Purchase Date, to
add additional Purchase Dates on which Holders may require the Company to
purchase all or a portion of their Securities at the applicable Purchase Price
and, in addition, to pay such Holders additional cash payments in connection
therewith, to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, or as necessary in connection with
the registration of the Securities under the Securities Act or to make any
change that does not adversely affect the rights of any Holders.

17.   Defaults and Remedies.

Under the Indenture, Events of Default include (i) the Company defaults in
payment of interest when due under the Securities and such default continues for
30 days, provided that a failure to make or provide for the payment in full of
any of the first twelve scheduled cash interest payments on the Securities
within three business days of the applicable Interest Payment Date will
constitute an Event of Default with no additional grace or cure period if the
proceeds from the Government Securities to be released from the Pledge Account
prior to any such Interest Payment Date equal or exceed the cash interest,
payable on such Interest Payment Date; (ii) default in payment of the Original
Principal Amount, the Variable Principal Amount (or, if the Securities have been
converted to quarterly coupon notes following a Tax Event, the Restated
Principal Amount), Redemption Price, Purchase Price or Change in Control
Purchase Price, as the case may be, in respect of the Securities when the same
becomes due and payable; (iii) failure by the Company to comply with other
agreements in the Indenture or the Securities, subject to notice and lapse of
time; (iv) default in the payment of indebtedness when due resulting in
acceleration of other indebtedness of the Company or indebtedness of the
Company's Subsidiaries for borrowed money where the aggregate principal amount
with respect to which the default and acceleration has occurred exceeds
$35,000,000, and such acceleration has not been rescinded or annulled within a
period of 10 days after receipt by the Company of a Notice of Default, subject
to notice and lapse of time; (v) if any guarantee that may be provided pursuant
to Section 4.07 of the Indenture with respect to the Securities ceases to be in
full force and effect or is declared null and void or any guarantor denies that
it has any further liability under any such guarantee, or gives notice to such
effect (other than by reason of the termination of this Indenture or the release
of any such guarantee in accordance with the applicable supplemental indenture)
and such condition shall have continued for a period of 30 days after written
notice of such failure requiring the guarantor and the Company to remedy the
same shall have been given (x) to the Company by the Trustee or (y) to the
Company and the Trustee by the holders of 25% in aggregate original principal
amount of the Securities then outstanding; and (vi) certain events of bankruptcy
or insolvency affecting the Company or certain of its subsidiaries. If an Event
of Default occurs and is continuing, the Trustee, or the Holders of at least 25%
in aggregate Original Principal Amount of the Securities at the time
outstanding, may declare all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities becoming due and payable immediately upon the
occurrence of such Events of Default.

A-1-12

Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Original Principal Amount of the Securities at the time outstanding may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing Default (except a Default in payment of
amounts specified in clause (i) or (ii) above) if it determines that withholding
notice is in their interests.

18.   Trustee Dealings with the Company.

Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

19.   No Recourse Against Others.

A director, officer, employee, agent, representative, stockholder or
equity holder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

20.   Authentication.

This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.

21.   Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

22.   GOVERNING LAW.

THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE, THE
GUARANTEES AND THIS SECURITY. 

----------

A-1-13

The Company will furnish to any Securityholder upon written request
and without charge a copy of the Indenture which has in it the text of this
Security in larger type. Requests may be made to:

Alaska Air Group, Inc.
19300 Pacific Highway South
Seattle, Washington 98188
Attention: Chief Financial Officer

A-1-14

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________

________________________________________________________________________________

(Insert assignee's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint

_____________________ agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.

CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box:

| |

To convert only part of this Security, state the Original Principal Amount to be
converted (which must be $1,000 or an integral multiple of $1,000):

$______________________________________

If you want the stock certificate made out in another person's name, fill in the
form below:

________________________________________________________________________________

________________________________________________________________________________
(Insert other person's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type other person's name, address and zip code)

________________________________________________________________________________

____________________________

Date:  _____________________  Your Signature:___________________________________

________________________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)

A-1-15

EXHIBIT A-2

[Form of Certificated Security]

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS ISSUED WITH AN INDETERMINATE
AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
THE ISSUE DATE IS MARCH 21, 2003, AND THE YIELD TO MATURITY BASED ON A FIXED
RATE EQUIVALENT FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 3.78625% PER
ANNUM.

[INCLUDE IF SECURITY IS A CERTIFICATED SECURITY TO BE HELD BY AN
INSTITUTIONAL ACCREDITED INVESTOR--IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.]

THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE LAST
DAY SECURITIES OF THIS ISSUE WERE ISSUED AND THE LAST DATE ON WHICH ALASKA AIR
GROUP, INC. (THE "COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF THE COMPANY WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN 

A-2-1

CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF ANY HOLDER THAT IS NOT
AN AFFILIATE OF THE COMPANY AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE.

A-2-2

ALASKA AIR GROUP, INC.
Senior Convertible Note due 2023

No. A-2                                                       CUSIP: 011659 AF 6
Issue Date: March 21, 2003                Original Principal Amount: $__________
Issue Price: $1,000
(for each $1,000
Original Principal Amount)

ALASKA AIR GROUP, INC., a Delaware corporation, promises to pay to Cede &
Co. or registered assigns, on March 21, 2003 the Variable Principal Amount of
this Security on such date. This Security is issued with an Original Principal
Amount of ______________________ DOLLARS ($__________).

This Security shall not bear interest except as specified on the other
side of this Security. The Variable Principal Amount of this Security will
accrue as specified on the other side of this Security. This Security is
convertible as specified on the other side of this Security.

Additional provisions of this Security are set forth on the other side of
this Security.

Dated: March 21, 2003                 ALASKA AIR GROUP, INC.

By:_______________________________________
Name: Bradley Tilden
Title: Executive Vice President/Finance
& Chief Financial Officer

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By: _________________________________
Authorized Officer

Dated: March 21, 2003

A-2-3

EXHIBIT B-1

TRANSFER CERTIFICATE

In connection with any transfer of any of the Securities within the period
prior to the expiration of the holding period applicable to the sales thereof
under Rule 144(k) (or any successor provision) under the Securities Act of 1933,
as amended (the "Securities Act"), the undersigned registered owner of this
Security hereby certifies with respect to $____________ Original Principal
Amount of the above-captioned securities presented or surrendered on the date
hereof (the "Surrendered Securities") for registration of transfer, or for
exchange or conversion where the securities issuable upon such exchange or
conversion are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a "transfer"), that such transfer
complies with the restrictive legend set forth on the face of the Surrendered
Securities for the reason checked below:

| |   The transfer of the Surrendered Securities is made to the Company or
any subsidiaries; or

| |   The transfer of the Surrendered Securities complies with Rule 144A
under the Securities Act; or

| |   The transfer of the Surrendered Securities is to an institutional
accredited investor, as described in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act; or

| |   The transfer of the Surrendered Securities is pursuant to an
effective registration statement under the Securities Act, or

| |   The transfer of the Surrendered Securities is pursuant to an
offshore transaction in accordance with Rule 904 under the
Securities Act; or

| |   The transfer of the Surrendered Securities is pursuant to another
available exemption from the registration requirement of the
Securities Act.

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"Affiliate").

| |   The transferee is an Affiliate of the Company.

DATE:_______________                           _________________________________
Signature(s)

(If the registered owner is a corporation, partnership or
fiduciary, the title of the Person signing on behalf of
such registered owner must be stated.)

B-1-1

EXHIBIT B-2

FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

Alaska Air Group, Inc.
19300 Pacific Highway South
Seattle, Washington 98188

Attention: Chief Financial Officer

U.S. Bank National Association
1 Federal Street, 3rd Floor
Boston, Massachusetts 02110

Attention: Corporate Trust Services

Dear Sirs:

We are delivering this letter in connection with the proposed transfer of
$_____________ Original Principal Amount of the Senior Convertible Notes due
2023 (the "Securities") issued by Alaska Air Group, Inc. (the "Company"), which
are convertible into shares of the Company's Common Stock, $1.00 par value per
share (the "Common Stock").

We hereby confirm that:

(i) we are an "accredited investor" within the meaning of Rule
501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
"Securities Act"), or an entity in which all of the equity owners are
accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
under the Securities Act (an "Institutional Accredited Investor");

(ii) the purchase of Securities by us is for our own account or for
the account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an
"accredited investor" within the meaning of Rule 501(a)(7) under the
Securities Act and for each of which we exercise sole investment
discretion or (B) we are a "bank," within the meaning of Section 3(a)(2)
of the Securities Act, or a "savings and loan association" or other
institution described in Section 3(a)(5)(A) of the Securities Act that is
acquiring Securities as fiduciary for the account of one or more
institutions for which we exercise sole investment discretion;

(iii) we will acquire Securities having a minimum original principal
amount of not less than $250,000 for our own account or for any separate
account for which we are acting;

(iv) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of
purchasing Securities; and

B-2-1

(v) we are not acquiring Securities with a view to distribution
thereof or with any present intention of offering or selling Securities or
the Common Stock issuable upon conversion thereof, except as permitted
below; provided that the disposition of our property and property of any
accounts for which we are acting as fiduciary shall remain at all times
within our control.

We understand that the Securities were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Securities and the Common Stock
issuable upon conversion thereof (the Securities and such Common Stock
hereinafter referred to as the "Securities") have not been registered under the
Securities Act, and we agree, on our own behalf and on behalf of each account
for which we acquire any Securities, that if in the future we decide to resell
or otherwise transfer such Securities prior to the date (the "Resale Restriction
Termination Date") which is two years after the later of the last day the
Securities of this issue were issued and the last date on which the Company or
an affiliate of the Company was the owner of the Security, such Securities may
be resold or otherwise transferred only (i) to Alaska Air Group, Inc. or any
subsidiary thereof, or (ii) for as long as the Securities are eligible for
resale pursuant to Rule 144A, to a person it reasonably believes is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on
Rule 144A, or (iii) to an Institutional Accredited Investor that is acquiring
the Security for its own account, or for the account of such Institutional
Accredited Investor for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act,
or (iv) pursuant to another available exemption from registration under the
Securities Act (if applicable), or (v) pursuant to a registration statement
which has been declared effective under the Securities Act and, in each case, in
accordance with any applicable securities laws of any state of the United States
or any other applicable jurisdiction and in accordance with the legends set
forth on the Securities. We further agree to provide any person purchasing any
of the Securities from us other than pursuant to clause (v) above a notice
advising such purchaser that resales of such securities are restricted as stated
herein. We understand that the trustee or the transfer agent, as the case may
be, for the Securities will not be required to accept for registration of
transfer any Securities pursuant to (iii) or (iv) above except upon presentation
of evidence satisfactory to the Company that the foregoing restrictions on
transfer have been complied with. We further understand that any Securities will
be in the form of definitive physical certificates and that such certificates
will bear a legend reflecting the substance of this paragraph other than
certificates representing Securities transferred pursuant to clause (v) above.

We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

B-2-2

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

___________________________________
(Name of Purchaser)

By:_________________________________
Name:
Title:
Address:

C-1

EXHIBIT 10.19

ALASKA AIR GROUP PERFORMANCE BASED PAY PLAN
(formerly, the "Management Incentive Plan" or "MIP")

The Board of Directors (the "Board") of Alaska Air Group, Inc. (the "Company")
has adopted a plan to reward employees of Alaska Airlines, Inc. ("Alaska") and
Horizon Air Industries, Inc. ("Horizon"). The plan, formerly known as the
Management Incentive Plan, has been renamed as the Performance Based Pay Plan
("Plan"). This memorandum is provided to explain the key elements of how the
Plan will operate. The Performance Based Pay award ("Award") of each eligible
Participant will depend upon the degree to which the Company achieves the
performance goals set by the Compensation Committee of the Board for each
calendar year (a "Plan Year") and the discretion of the Compensation Committee
of the Board and Chief Executive Officer explained below. This Plan is effective
beginning with the 2003 Plan Year and each year thereafter until amended,
restated or terminated, pursuant to paragraph 8.

1.    ELIGIBILITY

Eligibility to participate in the Plan during a Plan Year is limited to
officers and other employees of Alaska and Horizon who (a) are designated
by the Compensation Committee, and (b) are full-time employees of Alaska
or Horizon as of the first day of January immediately following the end of
the Plan Year, or (c) were full-time employees during the Plan Year and do
not meet the requirement of (b) because their employment ended due to
retirement at age 52 or older, disability or death (each a "Participant,"
or collectively "Participants"). Individuals may become Participants
during the Plan Year if they are newly hired or promoted during the year
and meet the requirements of the preceding sentence. Participants who are
on temporary medical leave, military leave, or otherwise not working
either full-time or part-time for Alaska or Horizon for reasons approved
by the Board, but who remain employed, also retain eligibility as
Participants. Participation in the Plan does not guarantee that any Award
will be paid if applicable performance goals specified for the Plan Year
are not achieved for the year. An individual whose employment with Alaska
or Horizon ends for any reason not described in (c) above, such as
resignation or termination, forfeits eligibility upon such end of
employment.

1

2.    BASIS FOR PARTICIPATION

A Participant's Basis for a Plan Year is used to determine the dollar
amount of the Participant's Award for that year. The "Basis" is the actual
Basic Salary of the Participant earned during the Plan Year multiplied by
the percentage selected for that Participant by the Board. "Basic Salary"
means the compensation earned by the Participant for services performed
for Alaska or Horizon, INCLUDING amounts that the Participant could have
received in cash had the Participant not elected to contribute the amount
to an employee benefit plan maintained by Alaska, Horizon or the Company
and any other voluntary payment the Participant makes which reduces
his/her compensation (such as the Participant's voluntary contribution to
an Internal Revenue Code ("Code") Section 401(k) Plan, Code Section 125
medical account, dependent day care spending account, or charitable gift),
but EXCLUDING commissions, all awards (including any Award under this
Plan), and all other forms of incentive or other supplemental pay,
employee benefits paid by the employer (such as employer contributions to
a Code Section 401(k) Plan), cash and non-cash fringe benefits and
perquisites (such as auto allowance and travel reimbursement).

3.    CALCULATION OF THE AWARD

The size of the Award earned for a Plan Year will depend upon the extent
to which the performance goals of the Company have been achieved during
that Plan Year and the discretion of the Compensation Committee of the
Board. Separate performance weighting has been established for each
performance goal. The Award will equal the dollar amount achieved by
multiplying the Participant's Basis by the sum of the weighted percentage
achievement factors, as adjusted in the Compensation Committee's
discretion pursuant to paragraph 6. All calculations will be performed by
the Employee Services Department of Alaska and will be subject to approval
solely by the Board. Once approved by the Compensation Committee of the
Board, such calculations shall be conclusively presumed to be accurate.

2

4.    PERFORMANCE WEIGHTING

In order to achieve any Award for a particular performance goal, a
"Threshold" must be achieved. A full entitlement is achieved when the
"Target" is reached, and a double entitlement is possible if the "Maximum"
is achieved. This weighting applies to each goal individually. Once the
Threshold is achieved, the percentage of the difference between the
Threshold and Target achieved is multiplied by the weighting factor as
specified in the attachment for the applicable Plan Year. If the Target is
exceeded, the percentage of the difference between the Target and the
Maximum achieved is multiplied by the weighting factor as specified in the
attachment for the applicable Plan Year. Since the difference between the
Threshold and Target is, in most cases, arithmetically different from the
difference between the Target and the Maximum, calculations will be
performed utilizing either the Threshold-Target range, or Target-Maximum
range, as applicable, to locate the percentage of the Target, or the
percentage of the Maximum, as applicable, that has been achieved.

5.    PERFORMANCE GOALS AND APPLICABLE PERFORMANCE WEIGHTING FACTORS

The Compensation Committee of the Board will establish the performance
goals for each Plan Year during the life of this Plan, and will provide an
annex to this Plan that outlines goals and the weighting factors. Each
such attachment will be labeled "Performance Based Pay Plan Goals and
Measures for (year)" and distributed to Eligible Participants.

6.    DISCRETIONARY FACTOR

In the case of a Participant described in paragraph 1(c) who retired due
to age, terminated employment due to disability, or died during the year,
or a Participant who took a leave of absence or worked a reduced schedule
during any portion of the year, the Compensation Committee of the Board
retains absolute discretionary authority to adjust the Award to such
Participant based upon the Compensation Committee's determination of such
Participant's contribution to the Company.

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7.    TIMING OF AWARDS

It is the intent of the Board to distribute the Award for a Plan Year no
later than March 15 of the following year for each Plan Year that
Participants have become entitled to an Award. A deceased Participant's
Award will be paid to the beneficiary designated by the Participant for
purposes of the Company's group term life insurance plan covering the
deceased Participant, and in the absence of any designation, will be paid
to the Participant's estate.

8.    AMENDMENT

The Board, acting through the Compensation Committee, retains the right to
modify the Plan in any manner that it deems appropriate, provided that it
will not terminate the Plan for any Plan Year during that Plan Year unless
it is clear that Participants will not receive an Award for that Plan
Year. It is understood that the Compensation Committee of the Board will
review the Plan yearly and may make changes to the Plan for the next Plan
Year.

9.    MISCELLANEOUS

a.    This memorandum, including its attachments, constitutes the entire
understanding relating to an Award to any employee of Alaska or
Horizon, and supersedes all prior oral or written agreements,
representations or commitments relating to such Awards.

b.    This Plan is not a commitment of the Company, Alaska or Horizon, to
any officer or employee of such company, to continue that individual
in its employ in order to qualify for an Award. Nothing contained in
this Plan may be considered to be a promise of continued employment.
Any employee who shall file suit against his or her employer for
wrongful termination shall automatically cease to be a Participant.

c.    In the event that a Participant has a written employment agreement
with Alaska or Horizon which entitles such Participant to
participate in the Management Incentive Plan, this Plan is intended,
for the purpose of such agreements, to be considered to be the same
plan and may continue to be referred to as the MIP.

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d.    This memorandum and the rights and obligations provided for herein
shall be construed and interpreted in accordance with the law of the
state of Washington, excluding its conflicts of law rules.

e.    No unpaid Award will be subject to the debts, liabilities, contracts
or engagements of any Participant, and may not be alienated,
pledged, garnished or sold, and any attempt to do so shall be void.

Dated January 1, 2003                  Alaska Air Group, Inc.

------------------------------
R. Marc Langland
Chairman, Compensation Committee
Alaska Air Group, Inc. Board of Directors

5

EXHIBIT 31.1

CERTIFICATIONS

I, William S. Ayer, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Alaska Air Group,
Inc. for the period ended September 30, 2004;

2.    Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;

4.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and we have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of September
30, 2004, based on such evaluation; and

c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

November 9, 2004                 By /s/ William S. Ayer
-----------------------------------
William S. Ayer
Chairman, President & CEO

EXHIBIT 31.2

CERTIFICATIONS

I, Bradley D. Tilden, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Alaska Air Group,
Inc. for the period ended September 30, 2004;

2.    Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;

4.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and we have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of September
30, 2004, based on such evaluation; and

c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

November 9, 2004                 By /s/ Bradley D. Tilden
-----------------------------------
Bradley D. Tilden
Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alaska Air Group, Inc. (the
"Company") on Form 10-Q for the period ended September 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
William S. Ayer, Chairman, President & Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

By /s/ William S. Ayer
----------------------------------
William S. Ayer
Chairman, President & Chief Executive Officer
November 9, 2004

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alaska Air Group, Inc. (the
"Company") on Form 10-Q for the period ended September 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Bradley D. Tilden, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

By /s/ Bradley D. Tilden
-------------------------------------
Bradley D. Tilden
Chief Financial Officer
November 9, 2004