SOUTHWEST AIRLINES CO
EX-10.8 AMENDMENT NO. 4 TO PROFIT SHARING PLAN
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<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>d11818exv10w8.txt
<DESCRIPTION>EX-10.8 AMENDMENT NO. 4 TO PROFIT SHARING PLAN
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                                                                    EXHIBIT 10.8


                                 AMENDMENT NO. 4
                  TO SOUTHWEST AIRLINES CO. PROFIT SHARING PLAN

         Pursuant to the authority of the Board of Directors of Southwest
Airlines Co., and the provisions of Section 17.1 thereof, the Southwest Airlines
Co. Profit Sharing Plan is hereby amended, effective as of December 1, 2003, in
the following respects only:

         (1) Article III, Section 3.1, is hereby amended in its entirety, to
read as follows:

                  "3.1 Eligibility Requirements: Every Employee on the Effective
         Date, who was a Member in the Prior Plan on the day before the
         Effective Date, shall continue to be a Member in the Plan. Except as
         otherwise provided herein, every other Employee shall be eligible to
         become a Member in the Plan as of the first Entry Date concurrent with
         or next following his employment commencement date or the date on which
         his employer became an Eligible Affiliate, whichever is later. The
         employment commencement date is the first day for which an Employee is
         entitled to be credited hereunder with an Hour of Service. Non-resident
         aliens who receive no earned income from the Company that constitutes
         income from sources within the United States shall not be eligible to
         participate in the Plan. Furthermore, "leased employees" (as such term
         is defined in Section 2.1(o) hereof) and Employees classified by the
         Company as interns shall not be eligible to participate in the Plan. A
         person who is not treated as an Employee on the Company's books and
         records (such as a person who as a matter of practice is treated by the
         Company as an independent contractor, but who is later determined to be
         an Employee as a matter of fact) shall not be an eligible Employee
         during any part of a Plan Year in which such person was not treated as
         an Employee, despite any retroactive recharacterization."

         (2) Article IV, Section 4.1, the second paragraph, is hereby amended to
read as follows:

                  "For purposes of the foregoing, ANP is the operating profit of
         the Company for such Plan Year. As used herein, the term 'operating
         profit' of the Company for any Plan Year shall mean its income for such
         Plan Year before income taxes, derived in accordance with generally
         accepted accounting principles, and as set forth in the Company's
         audited statement of income included in the annual report to
         shareholders, before provision for any contribution to this Plan,
         excluding (1) nonoperating or non-recurring gains or losses not arising
         from the Company's usual business operations, including gains or losses
         from the sale or exchange of capital assets, as set forth in the
         Company's audited statement of income or disclosed in the notes
         thereto, and (2) profits or losses incurred by TranStar or any
         separately definable division of the Company;



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         provided, however, that notwithstanding the foregoing, profits and
         losses incurred by Morris Air Corporation shall be taken into account
         for Plan Years beginning after December 31, 1993. Notwithstanding the
         foregoing, 'operating profit' shall be adjusted to take into account
         any special pre-tax gains resulting from cash grants under the Air
         Transportation Safety and System Stabilization Act of 2001, net of
         special charges arising from the events of September 11, 2001,
         including, but not limited to, charges resulting from refunds,
         write-downs of various assets due to impairment, and the deferral of
         aircraft firm orders and options, and shall be further adjusted to take
         into account any special pre-tax gains resulting from cash grants under
         the Emergency Wartime Supplemental Appropriations Act, 2003."

         (3) Article VIII, Section 8.2, is hereby amended to read as follows:

                  "8.2 Designation of Beneficiary: Each Member and former Member
         may, from time to time, designate one or more Beneficiaries and
         alternate Beneficiaries to receive benefits pursuant to this Article in
         the event of the death of such Member or former Member. Such
         designation shall be made in writing upon a form provided by the
         Committee and shall only be effective when filed with the Committee.
         The last such designation filed with the Committee shall control.

                  If a Member is married, his spouse shall automatically be his
         Beneficiary; provided, however, a Beneficiary other than his spouse may
         be designated if (1) his spouse consents in writing to such
         designation, the consent acknowledges the effect of such designation
         and the designation is witnessed by a member of the Committee or a
         notary public, or (2) it is established to the satisfaction of the
         Committee that there is sufficient reason why the consent may not be
         obtained. Notwithstanding the foregoing, divorce after the filing of a
         designation or designations that name the spouse as beneficiary shall
         be deemed to revoke such designation or designations if written notice
         of such divorce is received by the Committee before payment has been
         made in accordance with the existing designation or designations on
         file with the Committee."

         IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing instrument comprising Amendment No. 4 to the Southwest Airlines Co.
Profit Sharing Plan, the Company has caused these presents to be duly executed
in its name and behalf by its proper officers thereunto duly authorized this
22nd day of December, 2003.



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                                     SOUTHWEST AIRLINES CO.


                                     By:      /s/ James F. Parker
                                        ----------------------------------------
                                        James F. Parker, Chief Executive Officer
ATTEST:


        /s/ Deborah Ackerman
-------------------------------------
Deborah Ackerman, Assistant Secretary



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STATE OF TEXAS             )
                           )
COUNTY OF DALLAS           )

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this 22nd day of December, 2003, personally appeared JAMES F. PARKER,
to me known to be the identical person who subscribed the name of SOUTHWEST
AIRLINES CO., as its CHIEF EXECUTIVE OFFICER to the foregoing instrument and
acknowledged to me that he executed the same as his free and voluntary act and
deed and as the free and voluntary act and deed of such organization for the
uses and purposes therein set forth.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written


                                           /s/
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas



My Commission Expires:
                      ---------------



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