SW.CO.1995 STOCK OPTION

Exhibit 10.14
SOUTHWEST AIRLINES CO.

1995 SWAPA NON-QUALIFIED
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STOCK OPTION PLAN
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SOUTHWEST AIRLINES CO., a Texas corporation (the "Company"), hereby
formulates and adopts the following 1995 SWAPA Non-Qualified Stock Option Plan.

1. PURPOSE. This Plan is adopted pursuant to the Collective Bargaining
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Agreement (the "Agreement") between the Company and the Southwest Airlines
Pilots Association ("SWAPA") ratified on January 12, 1995.

2. ADMINISTRATION. This Plan shall be administered by an Administrative
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Committee (the "Committee") consisting of not more than five (5) persons
designated from time to time by the Chief Executive Officer of the Company,
including as one of its members the President of SWAPA or his or her designee.
Members of the Committee may be removed or replaced at any time by the Chief
Executive Officer of the Company. The Administrative Committee shall select one
of its members as Chairman and shall adopt such rules and regulations as it
shall deem appropriate concerning the holding of its meetings, the transaction
of its business and the administration of this Plan. A majority of the whole
Committee shall constitute a quorum, and the act of a majority of the members of
the Committee present at a meeting at which a quorum is present shall be the act
of the Committee; any decision or determination reduced to writing and signed by
a majority of the members of the Administrative Committee shall be fully as
effective as if made by a majority vote at a meeting duly called and held.

3. GRANT OF OPTIONS; PERSONS ELIGIBLE. The Stock Option Committee of
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the Board of Directors of the Company, or such other committee as may be
appointed by the Board, shall have the authority and responsibility, within the
limitations of this Plan, to grant options from time to time to persons employed
as pilots (including pilots in management positions retaining seniority numbers)
by the Company or Morris Air Corporation pursuant to the Agreement and as set
forth in the schedule attached as Exhibit A and made a part hereof. Initial
Grants (as defined in Exhibit A) shall be granted at an exercise price of $20
per share; thereafter, Options shall be granted at an exercise price equal to
the fair market value of the Common Stock of the Company on the date of the
grant of the option plus five percent (5%). Only persons who are employed as
pilots of SWA or Morris Air Corporation on the date of the grant may be granted
options under this Plan; under no circumstances shall executive officers of the
Company be eligible to receive options hereunder.

4. DEFINITIONS. An employee receiving any option under this Plan is
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hereinafter referred to as an "Optionee." Any reference herein to the
employment of an Optionee with the Company shall include only employment with
the Company or Morris Air Corporation. The fair market value of the Common
Stock on any day shall be the mean between the highest and lowest quoted selling
prices of the Common Stock on such day as reported by the primary national stock
exchange on which such stock is listed. If no sale shall have been made on that
day, or if the Common Stock is not listed on a national exchange at that time,
fair market value will be determined by the Committee.

5. STOCK SUBJECT TO OPTIONS. Subject to the provisions of paragraph 12,
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the number of shares of the Company's Common Stock subject at any one time to
options, plus the number of such shares then outstanding pursuant to exercises
of options, granted under this Plan, shall not exceed 18,000,000 shares. If,
and to the extent the options granted under this Plan terminate or expire
without having been exercised, new options may be granted with respect to the
shares covered by such terminated or expired options; provided that the granting
and terms of such new options shall in all respects comply with the provisions
of this Plan.

Shares sold or distributed upon the exercise of any option granted under
this Plan may be shares of the Company's authorized and unissued Common Stock,
shares of the Company's issued Common Stock held in the Company's treasury, or
both.

There shall be reserved at all times for sale or distribution under this
Plan a number of shares of Common Stock (either authorized and unissued shares
or shares held in the Company's treasury, or both) equal to the maximum number
of shares which may be purchased or distributed upon the exercise of options
granted under this Plan.

Exercise of an Option in any manner shall result in a decrease in the
number of shares of Common Stock which may thereafter be available, both for
purposes of this Plan and for sale to any one individual, by the number of
shares as to which the Option is exercised.

6. EXPIRATION AND TERMINATION OF THE PLAN. This Plan will expire on
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January 31, 2007.

No modification, extension, renewal or other change in any option granted
under this Plan shall be made after the grant of such option unless the same is
consistent with the provisions of this Plan.

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1995 SWAPA NON-QUALIFIED STOCK OPTION PLAN Page 2

7. EXERCISABILITY AND DURATION OF OPTIONS.
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(a) Exercisability. Options granted under this Plan shall become
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exercisable pursuant to the vesting schedule and requirements set forth in
Exhibit A attached hereto.

(b) Duration. The unexercised portion of any option granted under this
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Plan shall automatically and without notice terminate and become null and void
at the time of the earliest to occur of the following:

(1) January 31, 2007;

(2) The expiration of three months from the date of termination
of the Optionee's employment with the Company (unless such termination was as a
result of the circumstances set forth in subparagraphs (3) or (4) below);
provided that if the Optionee shall die during such 3-month period the
provisions of subparagraph (3) below shall apply;

(3) The expiration of 12 months following the issuance of letters
testamentary or letters of administration to the executor or administrator of a
deceased Optionee, if the Optionee's death occurs either during his employment
with the Company, during the three-month period following the date of
termination of such employment, or during the 24-month period following
retirement as a result of FAA-imposed mandatory retirement age;

(4) The expiration of 24 months following the retirement of the
Optionee as a result of FAA-imposed mandatory retirement age; provided that if
the Optionee shall die during such 24-month period, the provisions of
subparagraph (3) above shall apply; or

(5) December 1, 1999 in the event the Agreement is made
amendable by SWAPA on or before September 1, 1999.

In the case of subparagraphs (2), (3) and (4) above, the Optionee shall have the
right to exercise any Option prior to such expiration to the extent it was
exercisable at the date of such termination of employment and shall not have
been exercised.

8. EXERCISE OF OPTIONS.
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(a) Procedure. The option granted herein shall be exercised by the
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Optionee (or by the person who acquires such options by will or the laws of
descent and distribution or otherwise by reason of the death of the Optionee) as
to all or part of the shares covered by the option (but in no event less than
100 shares, unless such exercise is for all remaining shares) by giving written
notice of the exercise thereof (the "Notice") to the Company. From time to time
the Committee may establish


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procedures relating to effecting such exercises. No fractional shares shall be
issued as a result of exercising an Option.

(b) Payment. In the Notice, the Optionee shall elect whether he or she is
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to pay for his or her shares in cash or in Common Stock of the Company, or both.
If payment is to be made in cash, the Optionee shall deliver to the Company a
cashier's check or electronic funds transfer in the amount of the exercise price
on or before the exercise date. If payment is to be made in Common Stock, (a)
it shall be valued at its fair market value on the date of such notice, as
determined pursuant to Paragraph 4 hereof; (b) such Common Stock must have been
owned by the Optionee for at least six months prior to the exercise date; and
(c) the Notice shall be accompanied by a certificate for at least the number of
shares of Common Stock to be used as payment.

(c) Irrevocable Election. The giving of such written notice to the
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Company shall constitute an irrevocable election to purchase the number of
shares specified in the notice on the date specified in the notice.

(d) Withholding Taxes. To the extent that the exercise of any Option
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granted pursuant to this Plan or the disposition of shares of Common Stock
acquired by exercise of an Option results in compensation income to the Optionee
for federal or state income tax purposes, the Optionee shall deliver to the
Company at the time of such exercise or disposition such amount of money as the
Company may require to meet its obligation under applicable tax laws or
regulations, and, if the Optionee fails to do so, the Company is authorized to
(a) withhold delivery of certificates upon exercise and (b) withhold from
remuneration then or thereafter payable to Optionee any tax required to be
withheld by reason of such resulting compensation income.

(e) Delivery of Shares. The Company shall cause shares to be delivered to
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the Optionee (or the person exercising the Optionee's options in the event of
death) as soon as practicable after the exercise date.

9. NONTRANSFERABILITY OF OPTIONS. No option granted under this Plan or
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any right evidenced thereby shall be transferable by the Optionee other than by
will or the laws of descent and distribution. During the lifetime of an
Optionee, only the Optionee (or his or her guardian or legal representative) may
exercise his or her options.

In the event of the Optionee's death during his or her employment with the
Company, during the three-month period following the date of termination of such
employment, or during the 24-month period following FAA-mandated retirement, the
Optionee's options shall thereafter be exercisable, as provided in paragraph
7(b), by his or her executor or administrator, or by the person who acquires
such options by will or the laws of descent and distribution or otherwise by
reason of the death of the Optionee.


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10. RIGHTS OF OPTIONEE. Neither the Optionee nor his or her executors,
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administrators, or legal representatives shall have any of the rights of a
shareholder of the Company with respect to the shares subject to an option
granted under this Plan until certificates for such shares shall have been
issued upon the exercise of such option.

11. RIGHT TO TERMINATE EMPLOYMENT. Nothing in this Plan or in any option
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granted under this Plan shall confer upon any Optionee the right to continue in
the employment of the Company or affect the right of the Company or any of its
subsidiaries to terminate the Optionee's employment at any time; subject,
however, to the provisions of the Agreement.

12. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.
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(a) The existence of the Plan and the options granted hereunder shall not
affect in any way the right or power of the Board of Directors or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of debt or equity securities ahead of or affecting Common Stock or the rights
thereof, the dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or business or
any other corporate act or proceeding.

(b) The shares with respect to which options may be granted are shares of
Common Stock as presently constituted, but if, and whenever, prior to the
expiration of an option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Common Stock or the payment of a stock
dividend on Common Stock without receipt of consideration by the Company, the
number of shares of Common Stock with respect to which such option may
thereafter be exercised (i) in the event of an increase in the number of
outstanding shares shall be proportionately increased, and the purchase price
per share shall be proportionately reduced, and (ii) in the event of a reduction
in the number of outstanding shares shall be proportionately reduced, and the
purchase price per share shall be proportionately increased; likewise, the
number of shares to be granted pursuant to the schedule set forth in Exhibit A
shall be appropriately adjusted. In the event of any such change in the
outstanding Common Stock, the aggregate number of shares available under the
Plan shall be appropriately adjusted by the Board of Directors of the Company,
whose determination shall be conclusive.

(c) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an option theretofore granted the
Optionee shall be entitled to purchase under such option, in lieu of the number
of shares of Common Stock as to which such option shall then be exercisable, the
number and class of shares of stock and securities to which the Optionee would
have been entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitaliza-


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1995 SWAPA NON-QUALIFIED STOCK OPTION PLAN Page 5

tion, the Optionee had been the holder of record of the number of shares of
Common Stock as to which such option is then exercisable. If the Company shall
not be the surviving entity in any merger or consolidation (or survives only as
a subsidiary of an entity other than a previously wholly-owned subsidiary of the
Company) or if the Company is to be dissolved or liquidated, then unless a
surviving corporation assumes or substitutes new options for Options then
outstanding hereunder (i) the time at which such Options may be exercised shall
be accelerated and such Options shall become exercisable in full on or before a
date fixed by the Company prior to the effective date of such merger or
consolidation or such dissolution or liquidation, and (ii) upon such effective
date Options shall expire.

(d) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to options theretofore granted or to be granted
or the purchase price per share.

13. PURCHASE FOR INVESTMENT AND LEGALITY. The Optionee, by acceptance of
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any option granted under this Plan, shall represent and warrant to the Company
that the purchase or receipt of shares of Common Stock upon the exercise thereof
shall be for investment and not with a view to distribution, provided that such
representation and warranty shall be inoperative if, in the opinion of counsel
to the Company, a proposed sale or distribution of such shares is pursuant to an
applicable effective registration statement under the Securities Act of 1933 or
is, without such representation and warranty, exempt from registration under
such Act. The Company shall file a Registration Statement on Form S-8 pursuant
to the Securities Act of 1933, as amended, covering the shares to be offered
pursuant to the Plan and will use its best efforts to maintain such registration
at all times necessary to permit holders of options to exercise them.

The obligation of the Company to issue shares upon the exercise of an
option shall also be subject as conditions precedent to compliance with
applicable provisions of the Securities Act of 1933, the Securities Exchange Act
of 1934, state securities laws, rules and regulations under any of the foregoing
and applicable requirements of any securities exchange upon which the Company's
securities shall be listed.

The Company may endorse an appropriate legend referring to the foregoing
restrictions upon the certificate or certificates representing any shares issued
or transferred to the Optionee upon the exercise of any option granted under
this Plan.

14. EFFECTIVE DATE OF PLAN. This Plan shall become effective on January
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12, 1995 upon its adoption by the Board of Directors of the Company.

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