AMENDED AND RESTATED EXECUTIVE SERVICE RECOGNITION PLAN EXECUTIVE EMPLOYMENT AGREEMENT between SOUTHWEST AIRLINES CO.

Exhibit 10.2

AMENDED AND RESTATED EXECUTIVE SERVICE RECOGNITION PLAN

EXECUTIVE EMPLOYMENT AGREEMENT

between

SOUTHWEST AIRLINES CO.

and

                     , 200     

TABLE OF CONTENTS

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) between SOUTHWEST AIRLINES CO., a Texas corporation (the “Corporation”), and              (the “Executive”), is dated effective the              day of              , 200      .

W I T N E S S E T H :

WHEREAS, the Corporation, on behalf of itself and its shareholders, wishes to (i) continue to attract and retain well qualified executive and key personnel who are an integral part of the management of the Corporation, such as the Executive, and (ii) to assure both itself of continuity of management and the Executive of continued employment in the event of any actual or threatened Change of Control (as defined in Section 2 of this Agreement) of the Corporation and, to such end, the Corporation has established the Amended and Restated Executive Service Recognition Plan Executive Employment Agreement for entry into between the Corporation and certain executive employees of the Corporation, including the Executive;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereto agree as follows:

1. Operation of Agreement.

(a) Definition . The “Effective Date” shall be the date during the “Change of Control Period” (as defined in Section 1(b)) on which a Change of Control first occurs.

(b) Additional Definitions . The “Change of Control Period” is the period commencing on the date hereof and ending on the earlier to occur of (i) the second anniversary of such date or (ii) the first day of the month coinciding with or next following the Executive’s 70th birthday (“Outside Retirement Date”); provided, however, that commencing on the date one year

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after the date hereof, and on each annual anniversary of such date (the date one year after the date hereof and each annual anniversary of such date is hereinafter referred to as the “Renewal Date”), the Change of Control Period shall be automatically extended so as to terminate on the earlier of (x) two years from such Renewal Date or (y) the first day of the month coinciding with or next following the Executive’s Outside Retirement Date, unless at least 60 days prior to the Renewal Date the Corporation shall give notice to the Executive that the Change of Control Period shall not be so extended; and provided further, that this provision for automatic extension shall have no application following a Change of Control.

2. Change of Control . For the purpose of this Agreement, a “Change of Control” shall mean a change of control during the Change of Control Period of a nature that would be required to be reported on a Current Report on Form 8-K, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation, such a “Change of Control” shall be deemed to have occurred if: (i) a third person, including a “group” as such term is used in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner, directly or indirectly, of 20% or more of the combined voting power of the Corporation’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Corporation; or (ii) individuals who, as of the date hereof, constitute the Board of Directors of the Corporation (the “Board” generally and, as of the date hereof, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Corporation, shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board.

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3. Employment Period . The Corporation hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Corporation, for the period commencing on the Effective Date and ending on the earlier to occur of (i) the first anniversary of such date or (ii) the first day of the month coinciding with or next following the Executive’s Outside Retirement Date (the “Employment Period”).

4. Position and Duties .

(a) Position, etc . During the Employment Period, (i) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date. Such position, authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (i) the Corporation becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the greatest amount of equity (by vote) of the Corporation is hereinafter referred to as a “Parent Company”), or (ii) all or substantially all of the assets of the Corporation are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such other acquiring or controlling corporation or unincorporated entity is hereinafter referred to as a “successor”), unless, in the case of either (i) or

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(ii), (x) the second paragraph of Section 12 of this Agreement shall have been complied with and (y) the Executive’s position, authority, duties and responsibilities with such parent company or successor, as the case may be, are at least commensurate in all material respects with those held, exercised and assigned with the Corporation at any time during the 90-day period immediately preceding the Effective Date, or (iii) more than one unrelated corporation or unincorporated entity acquires a significant portion of the assets of the Corporation.

(b) Extent of Efforts . Excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote during the Employment Period reasonable attention and time during normal business hours to the business and affairs of the Corporation and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, such prior conduct of activities, and any subsequent conduct of activities similar in nature and scope, shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Corporation.

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5. Compensation . Subject to Section 7 hereof (which section shall govern Executive’s compensation in the event of Executive’s termination of employment during the Employment Period), while employed during the Employment Period, Executive shall be entitled to the following compensation and benefits under this Agreement.

(a) Base Salary . The Executive shall receive a base salary (the “Base Salary”) at a monthly rate at least equal to the highest monthly salary paid to the Executive by the Corporation, together with any of its affiliated companies, during the twelve-month period immediately preceding the month in which the Effective Date occurs. The Base Salary shall be increased at any time and from time to time to reflect increases in base salary awarded in the ordinary course of business to other key executives. Any increase in the Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Base Salary shall not be reduced after any such increase. As used in this Agreement, the term “affiliated companies” includes any company controlling, controlled by or under common control with the Corporation.

(b) Annual Bonus . In addition to the Base Salary, the Executive shall be awarded, for any fiscal year that ends during the Employment Period, an annual bonus (the “Annual Bonus”) (which may be pursuant to an established bonus or incentive plan or program of the Corporation) in cash at least equal to the highest bonus paid or payable to the Executive in respect of either of the two fiscal years of the Corporation (annualized with respect to either such fiscal year for which the Executive has been employed only during a portion thereof) immediately prior to the fiscal year in which the Effective Date occurs. The Annual Bonus shall be payable in January of the fiscal year next following the fiscal year for which the Annual Bonus is awarded.

(c) Profit Sharing Incentive and Retirement Plans . In addition to the Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate in all profit sharing, incentive and retirement plans and programs applicable to other key executives, but in no event shall such plans and programs, in the aggregate, provide the Executive with compensation, benefits and reward opportunities less favorable than those provided by the Corporation and it affiliated companies for the Executive under such plans and programs as in effect at any time during the 90-day period immediately preceding the Effective Date.

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(d) Welfare Benefit Plans . The Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in (and shall receive all benefits under) each welfare benefit plan of the Corporation, including, without limitation, all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs of the Corporation and its affiliated companies, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives.

(e) Expenses . The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the policies and procedures of the Corporation as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives.

(f) Fringe Benefits. The Executive shall be entitled to fringe benefits, including use of a luncheon club membership and payment of related expenses, in accordance with the policies of the Corporation as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives.

(g) Office and Support Staff . The Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to those provided to the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other key executives.

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(h) Vacation . The Executive shall be entitled to paid vacation in accordance with the p