exv10w9



 






EXHIBIT 10.9




AMENDMENT NO. 5




TO SOUTHWEST AIRLINES CO. 401(k) 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. 401(k) Plan (the “Plan”) is hereby
amended in the following respects only, effective as specifically provided herein.



     (1) Article II, the second paragraph of Section 2.1(c), is hereby amended effective January 1,
2002 to read as follows:




     “Effective January 1, 1999, the Annual Compensation of each Member or former
Member taken into account under the Plan for any Plan Year shall not exceed
$150,000, as adjusted by the Secretary of the Treasury for increases in the cost of
living at the time and in the manner set forth in Section 401(a)(17)(B) of the Code.
If a Plan Year consists of fewer than twelve (12) months, then the $150,000
limitation will be multiplied by a fraction, the numerator of which is the number of
months in the Plan Year, and the denominator of which is twelve (12). Except as
otherwise provided herein, for purposes of an allocation under the Plan based on
Annual Compensation, Annual Compensation shall only include amounts actually paid to
an Employee during the period he is a Member of the Plan. Notwithstanding the
limitation in the preceding sentence, for purposes of an allocation of a Company
Matching Contribution, Annual Compensation shall include amounts actually paid to an
Employee during the applicable Plan Year.”



     (2) Article II, Section 2.1(o), is hereby amended effective January 1, 2005 to read as
follows:




     “(o) Entry Date: The first day of each calendar month.”



     (3) Article III, Section 3.1, is hereby amended effective January 1, 2005 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 next following such Employee’s completion of one full calendar month of
Service, beginning on or after his employment commencement date. 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.



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Furthermore, “leased employees” (as such term is defined in Section 2.1(n) 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.”



     (4) Article XI, the third paragraph of Section 11.2(a), is hereby amended in its entirety,
effective January 1, 2005, to read as follows:




     “Upon a Member’s receipt of a withdrawal for financial hardship on or after
January 1, 2005, such Member shall be prohibited from making Salary Reduction
Contributions and Catch-Up Contributions, if applicable, for a period of at least
six (6) months, beginning on the date on which the hardship withdrawal is made. Any
such Member may elect to resume Salary Reduction Contributions and Catch-Up
Contributions, if applicable, as of the first day of any payroll period following
the last day of such six (6) month period by filing a new salary deferral election
within the time period prior to the first day of such payroll period established by
the Committee. Any withdrawal for financial hardship received before January 1,
2005 will be governed by the terms of the Plan in effect on the date of such
withdrawal.”



     IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing instrument
comprising Amendment No. 5 to the Southwest Airlines Co. 401(k) Plan, the Company has caused these
presents to be duly executed in its name and behalf by its proper officers thereunto duly
authorized this 7th day of December, 2004.



	 	 	 	 	 	 	 
	 	 	SOUTHWEST AIRLINES CO.
	 
	 	 	 	 	 	 
	

	 	By:
	 	     /s/ Gary C. Kelly

	 	 
	

	 	 	 	Gary C. Kelly, 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 7 day of
December, 2004, personally appeared GARY C. KELLY, 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/ Teri Lee Lambert


	

	 	Notary Public in and for the State of Texas
	My Commission Expires:      June 4, 2006     
	 	 







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