Exhibit 10.1

2003 Directors Deferred Compensation and Deferred Stock Unit Plan

Sabre
Holdings Corporation
As Adopted by the Board of Directors on January 13, 2003
No Shareholder Approval Needed

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CONTENTS

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|------------------------------------------- |  | ----
|Section 1. Purpose; Definitions             |  | 1   
|Section 2. Plan for Exempt Awards Only      |  | 3   
|Section 3. Administration; Claims Procedure |  | 4   
|Section 4. Eligibility and Participation    |  | 4   
|Section 5. Stock Subject to Plan            |  | 5   
|Section 6. Deferred Stock Unit Awards       |  | 5   
|Section 7. Deferred Director's Compensation |  | 6   
|Section 8. Rights of Participants           |  | 12  
|Section 9. Miscellaneous                    |  | 12  
|Section 10. Amendments and Termination      |  | 12  
|Section 11. General Provisions              |  | 13  
|Section 12. Governing Law                   |  | 13  

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Sabre Holdings Corporation  2003 Directors Deferred Compensation and Deferred Stock Unit Plan

Section 1. Purpose; Definitions

The purpose of the Sabre Holdings Corporation 2003 Directors Deferred Compensation and Deferred Stock Unit Plan (the
"Plan") is to enable Sabre Holdings Corporation (the "Company") to make awards to its Directors of Deferred Stock Units and to allow deferral of
Director's Compensation (as hereinafter defined), in a manner and in situations which are exempt from the shareholder approval requirements of the New York Stock Exchange, Inc. (the "NYSE").
The Plan is intended to replace and supersede the Company's Directors' Interest Accrual Deferral Plan and the Company's Directors' Stock Equivalent Unit Deferral Plan (collectively, the
"Prior Plans"). The Prior Plans are as of the Effective Date merged into the Plan, which shall be the surviving Plan, and all amounts deferred under the
Prior Plans shall be payable under the terms of the Plan as the Effective Date.

For
purposes of the Plan, the following terms shall be defined as set forth below



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(d)   "Change in Control Price" means the highest price per share paid in any transaction reported on the New York Stock
Exchange Composite Index, or paid or offered in any bona fide transaction related to a potential or actual Change in Control of the Company at any time during the sixty (60) day period
immediately preceding the occurrence of the Change in Control (or, where applicable, the occurrence of the Potential Change in Control event), in each case as determined by the Committee.

(e)   "Committee" means the Committee referred to in Section 3 of the Plan. If at any time no Committee shall be in
office, then the functions of the Committee specified in the Plan shall be exercised by the Board.

(f)    "Company" means Sabre Holdings Corporation, a corporation organized under the laws of the State of Delaware, or any
successor corporation.

(g)   "Deferral Account" means the accounting entry made with respect to each Participant for the purpose of maintaining a
record of each Participant's benefit under the Plan.

(h)   "Deferral Election Form" is defined in Section 7(c)(iii).

(i)    "Deferred Stock Unit" is defined in Section 6(a).

(j)    "Deferred Stock Unit Valuation Date" is defined in Section 6(b)(iv).

(k)   "Director" means a duly elected non-employee director of the Company.

(l)    "Director's Compensation" means the amounts payable to a Director for a Plan Year for the Director's service on the Board
for such Plan Year including, without limitation, annual retainer and meeting fees.

(m)  "Director Contributions" means those contributions credited to a Participant's Deferral Account in accordance with the
Participant's deferral election pursuant to Section 7(c).

(n)   "Disability" means disability as determined under procedures established by the Committee for purposes of this Plan.

(o)   "Effective Date" means January 13, 2003.

(p)   "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(q)   "Fair Market Value" means, as of any given date, unless otherwise determined by the Committee in good faith, the mean
between the highest and lowest quoted selling price, regular way, of one share of Stock on the New York Stock Exchange or, if no such sale of Stock occurs on the New York Stock Exchange on such date,
the fair market value of the Stock as determined by the Committee in good faith.

(r)   "Incumbent Board" is defined in the definition of Change in Control.

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(s)   "Interest Rate" means the rate per annum calculated by the Company on the date of deferral by reference to the London
Interbank Offered Rate (as set forth by any service selected by the Company that is authorized information vendor for the purpose of displaying such rates) for a six month period, plus one percent.

(t)    "NYSE" is defined in Section 1.

(u)   "Outstanding Company Stock" is defined in the definition of Change in Control.

(v)   "Outstanding Company Voting Securities" is in the definition of Change in Control.

(w)  "Participant" means a Director who has received a Deferred Stock Unit award, or who has elected to defer Director's
Compensation hereunder.

(x)   "Person" means "person" as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) of the Exchange Act but excluding the Company and any Subsidiary and any employee benefit plan sponsored or maintained by the Company or
any Subsidiary (including any trustee of such plan acting as trustee).

(y)   "Plan" means Sabre Holdings Corporation's 2003 Directors Deferred Compensation and Deferred Stock Unit Plan, as
hereinafter amended from time to time.

(z)   "Plan Year" means January 1 to December 31 of each calendar year. The first Plan Year shall be a short plan
year that begins on the Effective Date, and ends on December 31, 2003.

(aa)
"Potential Change in Control" means the happening of any one of the following:



(bb)
"Prior Plans" is defined in Section 1.

(cc)
"Stock" means the Class A Common Stock, $.01 par value per share, of the Company.

(dd)
"Stock Equivalent Unit" means a notional share of Stock for purposes of the Plan.

(ee)
"Subsidiary" means a corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of
the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.

Section 2. Plan for Exempt Awards Only

Notwithstanding any other provision of this Plan, awards under this Plan shall be payable only in cash.

Such
awards may only be made to the extent such awards qualify for an exception from the shareholder approval requirements of Rule 303A(8) of the NYSE or any successor rule
thereto.

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Section 3. Administration; Claims Procedure.

(a)Administered by Committee.The Plan shall be administered by a committee of not less than two members of the
Board (the "Committee"), who shall be appointed by, and serve at the pleasure of, the Board. In selecting the members of the Committee, the Board shall
take into account the requirements for the members of the Committee to be treated as "Non-Employee Directors" for purposes of Rule 16b-3, as promulgated under
Section 16 of the Exchange Act. The functions of the Committee specified in the Plan shall be exercised by the Board, if and to the extent that no Committee exists which has the authority to so
administer the Plan or to the extent that the Committee is not comprised solely of Non-Employee Directors for purposes of Rule 16b-3, as promulgated under
Section 16 of the Exchange Act. The Committee shall initially be the Company's Compensation Committee.

(b)Authority of the Committee.Subject to Section 2 and the other provisions herein, the Committee shall
have full power and discretion to:



(c)Decisions Binding.All determinations and decisions of the Committee as to any disputed question arising
under the Plan, including questions of construction and interpretation, shall be final, conclusive, and binding on all parties and shall be given the maximum possible deference allowed by law.

Section 4. Eligibility and Participation.

Subject to Sections 2 and 7(b), all Directors shall be eligible to participate in the Plan and defer Director's Compensation or receive awards of Deferred Stock
Units hereunder from time to time.

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Section 5. Stock Subject to Plan

The total number of shares of Deferred Stock Units reserved and available for distribution under the Plan shall be 150,000 shares.

If
any Deferred Stock Units granted hereunder are forfeited or otherwise terminate without a payment being made to the Participant, such Deferred Stock Units shall not be counted against
the share limits set forth in this Section 5 and shall again be available for distribution in connection with future awards under the Plan.

In
the event of any merger, reorganization, consolidation, recapitalization, Stock dividend, large non-recurring cash dividend (as determined by the Committee), Stock split,
redemption, spin-off, split-up or other change in corporate structure affecting the Stock, such substitution or adjustment shall be made in the aggregate number of Deferred
Stock Units reserved for issuance under the Plan, and in the number of Deferred Stock Units subject to outstanding awards granted under the Plan as may be determined to be appropriate by the
Committee, in its sole discretion, provided that the number of Deferred Stock Units subject to any award shall always be a whole number.

Section 6. Deferred Stock Unit Awards

(a)Administration.Cash-only deferred stock units or other
cash-only awards that are valued in whole or in part by reference to, or are otherwise based on, Stock ("Deferred Stock Unit") may be
granted under the Plan.

Subject
to the provisions of the Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such awards of Deferred Stock Units shall be
made, the number of Deferred Stock Units to be awarded pursuant to such awards, the vesting schedule, forfeiture rules, payout periods, and all other conditions of the awards. The Committee may also
provide for the grant of Deferred Stock Units or payment of cash based in whole or in part upon the value or appreciation of the corresponding number of shares of Stock, upon the completion of a
specified performance period or satisfaction of specified performance criteria.

The
provision of Deferred Stock Unit awards need not be the same in respect to each recipient.

(b)Terms and Conditions.Deferred Stock Unit awards made pursuant to this
Section 6 shall be subject to the following terms and conditions:



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(c)Impact of Change in Control.In the event of either:





Section 7. Deferred Director's Compensation



Deferred
Director's Compensation payable under this Section 7 is intended to qualify under 4 U.S.C. Section 114.



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(f)Trust.Nothing contained in this Plan shall create a trust of any kind or a fiduciary relationship between the Company
and any Participant. Nevertheless, the Company may establish one or more trusts, with such trustee(s) as the Committee may approve, for the purpose of providing for the payment of deferred amounts and
earnings thereon. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company's general creditors upon the bankruptcy or insolvency of the Company.

(g)Nontransferability. Participants' rights to deferred amounts and earnings credited thereon under the Plan may not be
sold, transferred, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, or pursuant to a domestic relations order, nor shall the Company
make any payment under the Plan to any assignee or creditor of a Participant.

Section 8. Rights of Participants.

(a)Contractual Obligation.The Plan shall create an unfunded, unsecured contractual obligation on the part of the Company to
make payments due under Deferred Stock Unit awards, and to make payments from the Participants' Deferral Accounts when due. Payments under the Plan shall be made out of the general assets of the
Company or from the trust or trusts referred to in Section 7(f) above.

(b)Unsecured Interest.No Participant or party claiming an interest in benefits of a Participant hereunder shall have any
interest whatsoever in any specific asset of the Company. To the extent that any party acquires a right to receive payments under the Plan, such right shall be equivalent to that of an unsecured
general creditor of the Company. Each Participant, by participating hereunder, agrees to waive any priority creditor status with respect to any amounts due hereunder. The Company shall have no duty to
set aside or invest any amounts credited to Participants' Deferral Accounts or Deferred Stock Unit awards under this Plan. Accounts established hereunder are solely for bookkeeping purposes and the
Company shall not be required to segregate any funds based on such accounts.

Section 9. Miscellaneous.

(a)Notice.Any notice or filing required or permitted to be given to the Company under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail to the Committee, and if mailed, shall be addressed to the principal executive offices of the Company. Notice mailed to a
Participant shall be at such address as is given in the records of the Company. Notices to the Company shall be deemed given as of the date of delivery. Notice to a Participant or beneficiary shall be
deemed given as of the date of hand delivery, or if delivery is made by mail, three (3) days following the postmark date.

(b)Costs of the Plan.All costs of implementing and administering the Plan shall be borne by the Company.

Section 10. Amendments and Termination

The Company reserves the right to amend, modify, or terminate the Plan (in whole or in part) at any time by action of the Board or the Committee, with or without
prior notice. Except as described

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in this Section 10, no such amendment or termination shall in any material manner adversely affect any Participant's rights to any amounts already deferred or credited hereunder or deemed
earnings thereon, up to the point of amendment or termination, without the consent of the Participant.

The
Board may terminate deferrals under the Plan and commence termination payout for all or certain Participants, or remove certain Participants, if the IRS taxes amounts deferred under
Section 7 prior to their scheduled payment date. If payout is commenced pursuant to the operation of this Section 10, the payment of deferred amounts and earnings thereon shall be made
in the manner selected by each Participant under Section 7(d)(ii) herein (other than the commencement date).

Subject
to the above provisions, the Board shall have broad authority to amend the Plan to take in to account changes in applicable securities and tax laws and accounting rules, as well
as other developments.

Section 11. General Provisions

(a)Additional Compensation Arrangements.Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

(b)No Right to Continued Service.The adoption of the Plan shall not confer upon any Director any right to continued service
as a Director with the Company, nor shall it interfere in any way with the right of the Company to terminate the service of a director at any time.

(c)Arbitration.Any individual making a claim for benefits under this Plan may contest the Committee's decision to deny such
claim or appeal therefrom only by submitting the matter to binding arbitration before a single arbitrator. Any arbitration shall be held in Southlake, Texas, unless otherwise agreed to by the
Committee. The arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's authority shall be limited to the affirmation or
reversal of the Committee's denial of the claim or appeal, based solely on whether or not the Committee's decision was arbitrary or capricious, and the arbitrator shall have no power to alter, add to,
or subtract from any provision of this Plan. Except as otherwise required by applicable law, the arbitrator's decision shall be final and binding on all parties, if warranted on the record and
reasonably based on applicable law and the provisions of this Plan. The arbitrator shall have no power to award any punitive, exemplary, consequential or special damages, and under no circumstances
shall an award contain any amount that in any way reflects any of such types of damages. Each party shall bear its own attorney's fees and costs of arbitration. Judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.

Section 12. Governing Law.

The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

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