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                           SABRE HOLDINGS CORPORATION.

               SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, AS AMENDED

                             EFFECTIVE July 18, 2000

                                  (RESTORATION)

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                           SABRE HOLDINGS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                  (RESTORATION)


                                   ARTICLE ONE
                                    PREAMBLE

         The purpose of this Plan is to provide specified benefits to key
employees who contribute materially to the growth, development and business
success of Sabre Holdings Corporation. The Plan is intended to be an "excess
benefit plan", as defined in section 3 of the Employee Retirement Income
Security Act of 1974, as amended (defined in Section 2.1 as the "Act"), that is
exempt from the provisions of the Act by reason of section 4(b)(5) of the Act.
The plan provides benefits only to a select group of highly compensated or
managerial employees and is thus also intended to be a "top hat plan" within the
meaning of sections 201(2), 301(a)(3), and 401(a)(2) of the Act. Accordingly,
this Supplemental Plan shall not constitute a "qualified plan" that is subject
to the limitations of section 401(a) of the Code, nor shall it constitute a
"funded plan" for purposes of such requirements or of the requirements of the
Act.


                                   ARTICLE TWO
                          DEFINITIONS AND CONSTRUCTION

         2.1 DEFINITIONS. For purposes hereof, unless otherwise clearly apparent
from the context, the following phrases or terms shall have the following
indicated

             (a) "401(k) Plan" - The Sabre 401(k) Savings Plan, as it may be
amended from time to time.

             (b) "401(k) Plan Supplemental Benefit" - The benefit, if any, that
is calculated or paid by reason of Article Five.

             (c) "Act" - The Employee Retirement Income Security Act of 1974, as
amended from time to time.

             (d) "Affiliated Company" - An "Affiliated Company", as defined in
The 401(k) Plan.

             (e) "Base Plans" - The Legacy Plan and 401(k) Plan. Each of the
Base Plans may be individually referred to hereunder as a Base Plan.

             (f) "Beneficiary" - The beneficiary or beneficiaries of the
Participant, as identified under the terms of each respective Base Plan.

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             (g) "Board of Directors" - The Board of Directors of the Company.

             (h) "Change in Control" means an occurrence after the Amendment
Date of any one or more of the events described in clauses (i), (ii), (iii), or
(iv) below.

                  (i)   Any Person directly or indirectly, becomes the
                        beneficial owner (as defined in Rule 13(d)-3 under the
                        Exchange Act) of securities of the Company representing
                        twenty-five percent (25%) or more of the combined voting
                        power of the Company's then outstanding securities; or

                  (ii)  During any period of two (2) consecutive years, the
                        individuals who, at the beginning of such period,
                        constitute the Board of Sabre Holdings Corporation (the
                        "Incumbent Directors"; collectively, the "Incumbent
                        Board") cease for any reason other than death to
                        constitute at least a majority of the Board, provided,
                        however, that any individual becoming a director
                        subsequent to the beginning of such two-year period
                        whose election, or nomination for election by the
                        Company's shareholders, was approved by a vote of at
                        least a majority of the directors then comprising the
                        Incumbent Board shall be considered as though such
                        individual were a member of the Incumbent Board, but
                        excluding, for this purpose, any such individual whose
                        initial assumption of office occurs as the result of an
                        actual or threatened election contest with respect to
                        the election or removal of directors or other actual or
                        threatened solicitation of proxies or consents by or on
                        behalf of a Person other than the Board; or

                  (iii) Consummation of a reorganization, merger, or
                        consolidation or sale or other disposition of all or
                        substantially all of the assets of the Company or the
                        acquisition of assets of another corporation (a
                        "Business Combination"), in each case, unless, following
                        such Business Combination, (a) all or substantially all
                        of the individuals and entities who were the beneficial
                        owners, respectively, of the then outstanding shares of
                        stock of the Company (the "Outstanding Company Stock")
                        and the combined voting power of the then outstanding
                        voting securities of the Company entitled to vote
                        generally in the election of directors (the "Outstanding
                        Company Voting Securities") immediately prior to such
                        Business Combination beneficially own, directly or
                        indirectly, more than 60 percent (60%) of, respectively,
                        the then Outstanding Company Stock and the combined
                        voting power of the then Outstanding Company Voting
                        Securities entitled to vote generally in the election of
                        directors, as the

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                         case may be, of the corporation resulting from such
                         Business Combination (including, without limitation, a
                         corporation which as a result of such transaction owns
                         the Company or all or substantially all of the
                         Company's assets either directly or throughout one or
                         more subsidiaries), (b) no Person (excluding any
                         employee benefit plan (or related trust) of the Company
                         or such corporation resulting from such Business
                         Combination) beneficially owns, directly or indirectly,
                         25 percent (25%) or more of respectively, the then
                         Outstanding Company Stock resulting from such Business
                         Combination or the combined voting power of the then
                         Outstanding Company Voting Securities except to the
                         extent that such ownership existed prior to the
                         Business Combination, and (c) at least a majority of
                         the members of the board of directors of the
                         corporation resulting from such Business Combination
                         were members of the Incumbent Board at the time of the
                         execution of the initial agreement, or of the action of
                         the Board, providing for such Business Combination; or

                  (iv)  Approval by the shareholders of the Company of a
                        complete liquidation or dissolution of the Company.

             (i) "Code" - The Internal Revenue Code of 1986, as amended from
time to time.

             (j) "Code Limits" -

                  (i) the restrictions of section 401(a)(17) of the Code, which
         limit the amount of "Compensation" (as defined in the 401(k) Plan) that
         may be considered for purposes of the 401(k) Plan, and limit the amount
         of "Basic Compensation" (as defined in the Legacy Plan) that may be
         considered for purposes of the Legacy Plan; as of the effective date of
         this Supplemental Plan, such limits are generally set forth and
         described in Section 2.1(h) of the Legacy Plan and Article 2.11 of the
         401(k) Plan;

                           (ii) the restrictions of section 415 of the Code,
         which limit the amount of allocations permissible under the 401(k) Plan
         and the amount of benefits that may be accrued and paid under the
         Legacy Plan; as of the effective date of this Supplemental Plan, such
         limits are generally set forth and described in Article VIII of 401(k)
         Plan and Section 6.5 of the Legacy Plan.

             (k) "Committee" - The administrative committee appointed to manage
and administer the Supplemental Plan by the Board of Directors.

             (l) "Company" - Sabre Holdings Corporation, a Delaware corporation,
or any successor thereto.

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             (m) "Employee" - An employee of the Company or an Affiliated
Company who is eligible to participate in the Legacy Plan and/or 401(k) Plan, in
accordance with the applicable terms and provisions of such Base Plans.

             (n) "Legacy Plan" - The SABRE Group, Inc. Legacy Pension Plan, as
it may be amended from time to time. The term Legacy Plan shall include benefits
transferred from the AA Prior Plan.

             (o) "Legacy Plan Restoration Benefit" - The benefit, if any, that
is calculated or paid by reason of Article Four.

             (p) "Participant" - An Employee entitled to a benefit under this
Supplemental Plan.

             (q) "Supplemental Plan" - The employee benefit program set forth in
this document, entitled The Sabre Holdings Corporation Supplemental Executive
Retirement Plan (Restoration), and as it may be amended hereafter.

         2.2 CONSTRUCTION. Terms that appear initially capitalized in the text
of this Supplemental Plan that are not defined in Section 2.1 shall have the
definitions assigned to them in the Base Plans. The Base Plans are functionally
and operationally related to this Supplemental Plan. This Supplemental Plan
shall be interpreted in a manner consistent with the Base Plans to provide the
benefits contemplated hereunder in a comprehensive manner. If any provision of
this Supplemental Plan is determined to be for any reason invalid or
unenforceable, the remaining provisions of this Supplemental Plan shall continue
in full force and effect. All of the provisions of this Supplemental Plan shall
be construed and enforced in accordance with the laws of the State of Texas,
except as otherwise required by the Act, the Code or other applicable federal
law. Headings and subheadings are for the purpose of reference only and are not
to be considered in the construction of this Plan.


                                  ARTICLE THREE
                            PARTICIPATION AND VESTING

         3.1 ELIGIBILITY. Employees of the Company or an Affiliated Company
whose benefits under either or both of the Base Plans are limited by operation
of the Code Limit specified in subsection 2.1(j)(i) shall be eligible to
participate in this Supplemental Plan.

         3.2 PARTICIPATION. The Committee may select from among the Employees
who are eligible to participate in this Supplemental Plan those Employees who
shall also be Participants. Each Employee who is selected for participation in
this Supplemental Plan shall be notified of his participation by the Company or
the Committee. Such selection is entirely in the discretion of the Committee. A
Participant shall continue to participate in the Supplemental Plan until he has
received payment of all benefits credited to or accrued by the Participant
hereunder, or until such

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benefits have been accrued, credited or paid by another benefit plan sponsored
by the Company. Thus, for example, if a Participant becomes entitled to a
benefit under another Company sponsored supplemental benefit plan, he shall no
longer be a Participant herein, or have any accrued benefit or account balance
hereunder, but rather his entire supplemental benefit will be paid entirely from
such other plan.

         3.3 VESTING. If a Participant separates from service prior to becoming
vested in the Employer Contribution benefit under the 401(k) Plan, the
Participant forfeits the correspondingly unvested portion of the supplemental
benefits accrued hereunder by reason of the Code Limits applicable to the 401(k)
Plan. Conversely, subject to Section 3.2 above, if the Participant has a vested
interest in the Employer Contribution benefit under the 401(k) Plan, the
Participant has a vested interest in the benefits under this Supplemental Plan.
If a Participant terminates employment prior to becoming vested in any benefits
under the Legacy Plan, the Participant forfeits the supplemental benefits
accrued hereunder by reason of the Code Limits applicable to the Legacy Plan.
Conversely, subject to Section 3.2 above, if the Participant has a vested
interest in benefits under the Legacy Plan, the Participant has a vested
interest in the corresponding benefits under this Supplemental Plan.

                                  ARTICLE FOUR
                         LEGACY PLAN RESTORATION BENEFIT

         4.1 CALCULATION OF BENEFIT. If the benefits payable under the Legacy
Plan to a Participant, or to a Participant's Eligible Spouse, other Beneficiary
or Alternate Payee (as such terms are defined in the Legacy Plan) are limited
due to the operation of the Code Limits, such person will be entitled to a
benefit under this Supplemental Plan. The benefit to which such person shall be
entitled pursuant to this Section 4.1 shall be equal to the benefits to which
the person would have been entitled under the Legacy Plan had the Code Limits
not been in effect, so that such benefits would be determined as though the Code
Limits were not applicable to benefits accrued under the Legacy Plan, less the
accrued benefit to such person under the terms and provisions of the Legacy
Plan. Such amounts so determined shall be further adjusted to reflect the Legacy
Plan's reductions for early retirement, adjustments for late retirement, social
security offset, and other relevant adjustments to benefits.

         4.2 PAYMENT OF LEGACY PLAN SUPPLEMENTAL BENEFIT. Subject to Sections
6.1 and 4.4 the benefit determined pursuant to Section 4.1 shall be paid to the
person entitled thereto as though it were a part of the benefit being paid to
such person under the Legacy Plan, so that it is payable at the same time, and
in the same form, and subject to the same limits and restrictions (other than
the Code Limits), as such person's benefits under the Legacy Plan (including
consent of spouse, if applicable). If the benefits under the Legacy Plan are
payable in the form of a direct rollover pursuant to Section 7.4(e) of the
Legacy Plan, the benefits payable under this Supplemental Plan shall be payable
as though the benefits under the Legacy Plan were payable in the normal form of

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benefit applicable to such person under Section 7.2 of the Legacy Plan (or
Section 5.9 thereof, if applicable).

         4.3     LUMP-SUM PAYMENT OPTION.

                 (a) ELECTION OF THE LUMP-SUM OPTION. In lieu of the payment
options specified in the Legacy Plan, a Participant may elect to claim a
lump-sum, one-time payment equal to the present value of the benefit determined
under Section 4.1. To be eligible to receive the lump-sum payment, the
Participant must submit an election to receive the benefit that is: (i) in
writing; (ii) in the form prescribed by the Company; (iii) addressed to the
Secretary of the Company; (iv) made by the Participant, and received by the
Company, at least one year (or such lesser period as the Board of Directors or
its designee shall permit) before he commences payments or one year before age
65, whichever is the first to occur.

                 (b) CONDITIONS ON ELECTION OF THE LUMP-SUM OPTION. To elect
the lump-sum option, the Participant must execute a general release; submit to a
physical examination to provide medical evidence of normal life expectancy
satisfactory to the Company; and provide spousal consent if the Participant has
an Eligible Spouse as defined in the Legacy Plan.

                 (c) CALCULATION OF THE LUMP-SUM OPTION. In calculating the
lump-sum payment, the interest rate shall be equal to the annual interest rate
on 30-year Treasury securities (GATT rate) for the third month preceding the
Participant's retirement date. The mortality assumption used shall be the
mortality assumption chosen by the Committee.

                 (d) PAYMENT OF THE LUMP-SUM OPTION. The lump-sum payment will
be paid to the Participant within 30 days of the Participant's first receipt of
benefits under the Legacy Plan.

         4.4 LUMP-SUM PAYMENT OF SMALL BENEFITS. Notwithstanding the provisions
of Section 4.2, if, upon termination of employment, the value of the
Participant's vested Legacy Plan Supplemental Benefit (calculated according to
the terms of Section 4.3(c)) is less than or equal to $30,000, the Participant's
vested Legacy Plan Supplemental Benefit will be paid to the Participant in the
form of a lump-sum as soon as is administratively feasible following termination
of employment.

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                                  ARTICLE FIVE
                        401(k) PLAN SUPPLEMENTAL BENEFIT

         5.1 CALCULATION OF BENEFIT.

                 (a) RESTORATION OF THE 401(K) PLAN EMPLOYER CONTRIBUTIONS. If
allocations to a Participant's Employer Contribution Account (as defined in the
401(k) Plan) are limited by operation of the Code Limits, a restoration benefit
shall be payable by operation of this Section 5.1. The amount of the benefit
will be determined by crediting to an account established pursuant to this
Supplemental Plan the amount of Employer Contribution that would have been
allocated to the Participant's Employer Contributions Account without the Code
Limits minus the amounts contributed to the 401(k) Plan.

                 (b) RESTORATION OF THE 401(K) PLAN EMPLOYER MATCHING
CONTRIBUTIONS. If allocations to a Participant's Employer Matching Contribution
Account (as defined in the 401(k) Plan) are limited by operation of the Code
Limits, a restoration benefit shall be payable by operation of this Section 5.1.
The amount of the benefit will be determined by crediting to an account
established pursuant to this Supplemental Plan the amount of Employer Matching
Contribution that could have been allocated to the Participant's Employer
Contributions Account without the Code Limits and without the requirement that
the Participant make Employee Before-Tax Deferrals (as defined in the 401(k)
Plan) minus the amounts that would have been contributed to the 401(k) Plan had
the Participant received the full match in the 401(k) plan.

                 (c) TIMING OF CONTRIBUTIONS. Contributions to a Participant's
supplemental account shall occur at the time that the contributions would have
been credited to the Participant's Account under the 401(k) Plan absent the Code
Limits.

                 (d) ADJUSTMENTS TO ACCOUNTS TO REFLECT EARNINGS. Accounts under
this Supplemental Plan shall be adjusted as though they were invested pursuant
to the Participant's direction under rules established by the Committee among
the investment funds chosen by the Committee.

         5.2 PAYMENT OF 401(K) PLAN SUPPLEMENTAL BENEFIT. Subject to Section
6.1, at the time benefits become payable to the Participant, the Participant's
Eligible Spouse or other Beneficiary under the 401(k) Plan, the benefit
described in Section 5.1 shall be payable to such person, payable in the same
manner as benefits are payable to such person pursuant to the 401(k) Plan.
Notwithstanding anything in this Section 5.2 to the contrary, however, no
benefit under this Supplemental Plan may be paid in a non-lump sum form unless
such method of payment has been irrevocably elected by the Participant at least
one (1) year before the earlier of (a) the date such benefits became payable
pursuant to this Article Five, or (b) the date of the event creating a right to
distribution on account of employment separation for any reason under the 401(k)
Plan. If no such election is made in accordance with procedures promulgated by
the Committee or its designee, then

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payment (subject to Section 6.1) shall be made in a single lump sum within sixty
(60) days after benefits first became payable to such person under Section 10.2
of the 401(k) Plan.

         5.3 LUMP-SUM PAYMENT OF SMALL BENEFITS. Notwithstanding the provisions
of Section 5.2, if, upon termination of employment, the value of the
Participant's vested 401(k) Plan Supplemental Benefit is less than or equal to
$30,000, the Participant's vested 401(k) Plan Supplemental Benefit will be paid
to the Participant in the form of a lump-sum as soon as is administratively
feasible following termination of employment.


                                   ARTICLE SIX
                               PAYMENT LIMITATIONS

         6.1 RESTRICTIONS. No benefits accrued under this Supplemental Plan may
be withdrawn by, or distributed to, a Participant while the Participant remains
employed by the Company or an Affiliated Company. No loans may be made to any
Participant with respect to benefits accrued under this Supplemental Plan.
Benefits payable under this Supplemental Plan may not be rolled over or
transferred to an individual retirement account or to any other employee benefit
plan. If payment of benefits under the Legacy Plan is suspended, payment of
corresponding benefits under this Supplemental Plan will be similarly suspended.

         6.2 SPOUSAL CLAIMS. Any claim against benefits under this Supplemental
Plan for child support, spousal maintenance, alimony, property division or other
matrimonial or dependent obligations shall be treated hereunder in the same
manner as would a claim for corresponding benefits under the Base Plans. Such a
claim under this Plan shall be subject to all claims procedures, plan provisions
and restrictions of the Base Plans.

         6.3 DISABILITY. If a person entitled to any payment under this
Supplemental Plan shall, in the sole judgment of the Committee or its designee,
be under a legal disability, or shall otherwise be unable to apply such payment
to his own interest and advantage, the Committee or its designee, in the
exercise of its discretion, may direct the Company or provider or payor of the
benefit to make any such payment in any one (1) or more of the following ways:
(a) directly to such person, (b) to his legal guardian or conservator or (c) to
his spouse or to any person charged with the legal duty of his support, to be
expended for his benefit and/or that of his dependents. The decision of the
Committee or its designee shall in each case be final and binding upon all
persons in interest, unless the Committee or its designee shall reverse its
decision due to changed circumstances.

         6.4 ASSIGNMENT. Except as provided in Section 6.2, no Participant,
Alternate Payee, Eligible Spouse or other Beneficiary of a Participant shall
have any right to assign, pledge, hypothecate, anticipate or any way create a
lien on any amounts payable hereunder. No amounts payable hereunder shall be
subject to assignment or transfer or otherwise be alienable, either by voluntary
or an involuntary act, or by operation of law, or subject to attachment,
execution, garnishment, sequestration or other seizure under any legal,
equitable or other process, or be liable

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in any way for the debts or defaults of Participants, Beneficiaries, Eligible
Spouses or Alternate Payees.

         6.5 WITHHOLDING. Any taxes required to be withheld from payments to
payees hereunder shall be deducted and withheld by the Company, benefit provider
or funding agent.

         6.6 OVERPAYMENT AND UNDERPAYMENT OF BENEFITS. The Committee may adopt,
in its sole discretion, whatever rules, procedures and accounting practices are
appropriate in providing for the collection of any overpayment of benefits.


                                  ARTICLE SEVEN
                                     FUNDING

         7.1 FUNDING. Benefits under this Supplemental Plan shall be funded
solely by the Company. Benefits hereunder shall constitute an unfunded general
obligation of the Company, but the Company may create reserves, funds and/or
provide for amounts to be held in trust on the Company's behalf, whether or not
in connection with, in anticipation of, or following, an actual or anticipated
Change in Control as defined in the SABRE Group Holdings, Inc. 1996 Long-Term
Incentive Plan, as amended from time to time. Payment of benefits may be made by
the Company, such a trust, or through a service or benefit provider to the
Company or such a trust. Accounts under this Supplemental Plan are notational,
or fictional, unless actually funded pursuant to Section 7.2.

         7.2 SPRINGING RABBI TRUST UPON CHANGE IN CONTROL. If there is a Change
in Control the Company will fund the benefits provided in this Supplemental Plan
in a so-called "Rabbi Trust". The trust so established shall be (i) with a
nationally recognized banking institution with experience in serving as trustee
for such matters, (ii) pursuant to such documentation as recommended by outside
counsel to the Company, and (iii) funded so as to enable the trust to pay the
accrued benefits contemplated under the Supplemental Plan as may be determined
by the Company's independent financial consultant. In addition, the Company's
Board of Directors, its General Counsel or its Corporate Secretary, may take
those additional actions deemed reasonably necessary to accomplish the stated
purpose of this Section 7.2.

         7.3 CREDITOR STATUS. A Participant, Eligible Spouse, Alternate Payee or
other Beneficiary shall be a general creditor of the Company with respect to the
payment of any benefit under this Supplemental Plan, unless such benefits are
provided under a contract of insurance or an annuity contract that has been
delivered to the Participant, in which case the Participant, Eligible Spouse,
Alternate Payee or other Beneficiary, shall look to the insurance carrier or
annuity provider for payment, and not to the Company. The Company's obligation
for such benefit shall be discharged by the purchase and delivery of such
annuity or insurance contract.

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                                  ARTICLE EIGHT
                                 ADMINISTRATION

         8.1 PLAN ADMINISTRATION. The Committee is the administrator of this
Plan. If the Board of Directors does not name the Committee, the executives in
charge of the finance, human resources, and the legal departments of the Company
or their designees are the administrators of the Plan and shall have all of the
powers and duties of the Committee. The Committee may designate one or more
individuals, committees or other entities to carry out any of its
responsibilities under this Supplemental Plan, other than as described in
Section 8.2(b). The Committee may be removed by the Board of Directors or its
representative, with or without cause, and the Board of Directors, or its
representative, shall have the power to fill any vacancy which may occur.

         8.2 GENERAL POWERS AND RESPONSIBILITIES OF THE COMMITTEE.

             (a) To administer this Supplemental Plan, including but not limited
to, the power to resolve any and all disputes which may arise. The Committee
shall have the exclusive discretionary authority to interpret and construe the
terms of the Supplemental Plan and the exclusive discretionary authority to
determine eligibility for all benefits hereunder, as well as the amount and
method of payment of such benefits. Any such determination or interpretation of
the Supplemental Plan adopted by the Committee shall be final and conclusive and
shall bind all parties.

             (b) Subject to the provisions of Article Ten, to amend or restate
the Supplemental Plan in such manner deemed necessary to comply with applicable
laws and to further the objectives of the Supplemental Plan; provided however,
that no such amendment may modify the powers and responsibilities of the
Committee without the consent of the Board of Directors.

             (c) The Committee shall have such other powers as the Administrator
may have under the 401(k) Plan.

The Committee may prescribe rules and procedures for allocation of fiduciary
responsibilities among any agents appointed by the Committee. Directions from
the Committee to fiduciaries, agents and service and/or benefit providers shall
be in writing.


         8.3 CLAIMS FOR BENEFITS. Claims under this Supplemental Plan shall be
made pursuant to the claims procedures in the Base Plans.

         8.4 INDEMNIFICATION OF EMPLOYEES. The Company hereby indemnifies the
Committee and each employee who is delegated responsibilities under the
Supplemental Plan against any and all liabilities and expenses, including
attorney's fees, actually and reasonably incurred by them in connection with any
threatened, pending or completed legal action or judicial or administrative
proceeding to which they may be a party, or may be threatened to be made a
party, by reason of membership on such committee or due to a delegation of
responsibilities, except with regard to any matters as to which they shall be
adjudged in such action to not have acted in good faith and in a

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manner which they believed to be in or not opposed to the best interests of the
Plan and, with respect to any criminal action, suit or proceeding, had no
reasonable cause to believe their conduct was unlawful. In addition, the Company
may provide appropriate insurance coverage for any employee or member of any
committee appointed by the Committee or each such other individual indemnified
pursuant to this Section 8.5 who is not otherwise appropriately insured.

         8.5 ACTION TAKEN IN GOOD FAITH. To the extent permitted by the Act, any
employee, officer or director of the Company or an Affiliated Company, or any
member of a committee appointed by the Committee, who are fiduciaries with
respect to the Supplemental Plan shall be entitled to rely upon, and be fully
protected, with respect to any action taken or suffered by them in good faith.


                                  ARTICLE NINE
                       OTHER BENEFITS PLANS OF THE COMPANY

         9.1 OTHER PLANS. Nothing contained in this Supplemental Plan shall
prevent a Participant prior to his death, or Eligible Spouse or other
Beneficiary after his death, from receiving, in addition to any payments
provided for under this Supplemental Plan, any payments provided for under the
Base Plans, or which would otherwise be payable or distributable to him, his
Eligible Spouse, Alternate Payee or other Beneficiary under any plan or policy
of the Company or an Affiliated Company or otherwise. Nothing in this
Supplemental Plan shall be construed as preventing the Company or any of its
Affiliated Companies from establishing any other or different plans providing
for current or deferred compensation for employees. Benefits provided under this
Supplemental Plan shall not constitute earnings or compensation for purposes of
determining contributions or benefits under any plan of the Company intended to
"qualify" under section 401(a) of the Code.

         9.2 NON-DUPLICATION OF BENEFITS. The amount of any benefit payable or
determined in accordance with the provisions of this Supplemental Plan shall be
reduced by an amount which is the actuarial equivalent of any benefit which a
Participant is entitled to receive by any such other related plan of the Company
or an Affiliated Company if the benefits provided by the related plan duplicate
the benefits of this Supplemental Plan.


                                   ARTICLE TEN
                      AMENDMENT AND TERMINATION OF THE PLAN

         10.1 AMENDMENT. The Board of Directors, or its designee, may amend this
Supplemental Plan at any time and from time to time, in whole or in part;
provided, however, that (i) the benefit accrued under this Supplemental Plan as
of the date of such amendment may not be reduced, (ii) the Board of Directors
may not amend this Supplemental Plan so as to terminate it or cease the accrual
of benefits thereunder, and (iii) Section 7.2 of the Supplemental Plan may not
be amended following a Change in Control.

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         10.2 TERMINATION. The Board of Directors may suspend or terminate this
Supplemental Plan, in whole or in part, at any time, provided that no such
termination or suspension shall deprive a Participant, or person claiming
benefits under this Supplemental Plan through a Participant, of any benefit
accrued under this Supplemental Plan up to the date of suspension or
termination.

         10.3 CONTINUATION. The Company intends to continue this Supplemental
Plan indefinitely, but nevertheless assumes no contractual obligation beyond the
promise to pay the benefits described in this Supplemental Plan.


                                 ARTICLE ELEVEN
                                  MISCELLANEOUS

         11.1 NO REDUCTION OF EMPLOYER RIGHTS. Nothing contained in this
Supplemental Plan shall be construed as a contract of employment between the
Company and any person or as granting a right to any person to be continued in
the employment of the Company or an Affiliated Company, or as a limitation of
the right of the Company or an Affiliated Company to discharge any of its
employees, with or without cause.

         11.2 PROVISION BINDING. All of the provisions of this Supplemental Plan
shall be binding upon all persons who shall be entitled to any benefit
hereunder, their heirs and personal representatives.

         11.3 ADOPTION BY AFFILIATED COMPANIES. With the consent of the Board of
Directors or Committee, an Affiliated Company may become a participating
employer under this Supplemental Plan. IN WITNESS WHEREOF, the Company has
executed this amended and restated Supplemental Plan this 6th day of August,
2001 to be effective as of July 18,2000.

                                                 SABRE HOLDINGS CORPORATION

                                          By:
                                                 --------------------------
                                                 James F. Brashear
                                                 Corporate Secretary

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