The Boeing Company P. O. Box 3707 Seattle, WA 98124-2207

		The Boeing Company
		P. O. Box 3707
		Seattle, WA 98124-2207

29 September 2017

6-1162-KLK-0059R3

Southwest Airlines Co.

0000 Xxxx Xxxxx Xxxxx

P.O. Box 36611

Dallas, Texas 75235-1611

Subject:    ***

References:

(a) Purchase Agreement No. 03729 (MAX Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737-8 and 737-7 (MAX Aircraft)

(b) Purchase Agreement No. PA-1810 (NG Purchase Agreement, and together with the MAX Purchase Agreement, the Purchase    Agreement) between Boeing and Customer relating to Model 737-7H4 and 737-8H4 aircraft (NG Aircraft, and together with the MAX Aircraft, the Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreements. All terms used but not defined in this Letter Agreement shall have the same meaning as in the respective referenced Purchase Agreements.

1.    ***

2.    ***

***Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

BOEING PROPRIETARY

3.     Confidentiality

Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation.

Regards,

THE BOEING COMPANY
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
Regional Director
Boeing Commercial Airplanes, Contracts
ACCEPTED AND AGREED TO this
Date:	September 29, 2017
SOUTHWEST AIRLINES CO.
By	/s/ Xxxxx Xxxxxx
	Xxxxx Xxxxxx
Its	SVP, Finance

Letter Agreement No. 6-1162-KLK-0059R2
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	BOEING PROPRIETARY

Attachment A To

Letter Agreement No. 6-1162-KLK-0059R1

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Table 1
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	Table 2
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Letter Agreement No. 6-1162-KLK-0059R2
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	BOEING PROPRIETARY