EXHIBIT 10.1

Exhibit 10.1

AMENDMENT NO. 3 TO THE
SOUTHWEST AIRLINES CO. PROFIT SHARING PLAN


Pursuant to the authority of the Board of Directors of Southwest
Airlines Co., and the provisions of Article XVII thereof, the Southwest
Airlines Co. Profit Sharing Plan is hereby amended, effective as of January
1, 2001, in the following respect only:

Article II, Subsection 2.1(c), the first sentence, is hereby amended to
read as follows:

"(c) Annual Compensation: The total amounts paid by the
Company or any Eligible Affiliate to an Employee as
remuneration for personal services rendered during each Plan
Year, including expense allowances (to the extent includible
in the gross income of the Employee) and any amounts not
includible in the gross income of the Employee pursuant to
Sections 125, 402(g)(1) or 132(f)(4) of the Code, but excluding
director's fees, expense reimbursements and nontaxable expense
allowances, prizes and awards, items of imputed income,
contributions made by the Company under this Plan or any
other employee benefit plan or program it maintains, such as
group insurance, hospitalization or like benefits, amounts
realized or recognized from qualified or nonqualified stock
options or when restricted stock or property held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeitures, and amounts, if
any, paid to an Employee in lieu of a Company Contribution to
this Plan in the event that such Company Contribution would
constitute an annual addition, as defined in Section 415(c)(2)
of the Code, in excess of the limitations under Section 415(c)
of the Code. "

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing instrument comprising Amendment No. 3 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 the 10th day of February, 2003.


SOUTHWEST AIRLINES CO.
ATTEST:

/s/ Deborah Ackerman By: /s/ James F. Parker
Deborah Ackerman James F. Parker
Assistant Secretary Chief Executive Officer

STATE OF TEXAS Section
Section
COUNTY OF DALLAS Section

SWORN TO AND SUBSCRIBED before me on the 10th day of February, 2003, by
James F. Parker.


/s/ Marilyn Strickland
Notary Public in and for the State of Texas

My Commission Expires:

May 31, 2005