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                                                                     Exhibit 4.4


                           TRAVELOCITY HOLDINGS, INC.
                      AMENDED 1999 LONG-TERM INCENTIVE PLAN


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                             FIRST AMENDMENT TO THE
                           TRAVELOCITY HOLDINGS, INC.
                   FIRST AMENDED 1999 LONG-TERM INCENTIVE PLAN

                  Travelocity Holdings, Inc. (the "Company"), a Delaware
corporation, by resolution of its Board of Directors adopted the Travelocity
Holdings, Inc. First Amended Long-Term Incentive Plan effective as of October 1,
1999 (the "Plan").

                  In order to amend the Plan in certain respects, this Amendment
to the Plan has been adopted by a resolution of the Board of Directors of the
Company as of the effectiveness of the merger of Travelocity.com Inc. and
Travelocity Holdings Sub Inc. in which Travelocity.com Inc. will be the
surviving entity (the "Merger").

                  1. Section 2 of the Plan shall be amended as follows:

                  "Common Stock means shares of the common stock of Sabre
Holdings Corporation, a Delaware corporation, par value $.01."

                  2. Section 2 of the Plan shall be amended by deleting the
definition of Travelocity.

                  3. Section 3 of the Plan shall be amended by deleting the
entire second paragraph thereto which relates to the evergreen provisions of the
Plan.



* * * * * * * *

                  This Amendment was adopted by the Board of Directors of
Travelocity Holdings, Inc. on April 10, 2002 and is effective on such date.


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                           TRAVELOCITY HOLDINGS, INC.

                   FIRST AMENDED 1999 LONG-TERM INCENTIVE PLAN

I.       PURPOSE.

                  The Travelocity Holdings, Inc. Second Amended 1999 Long-Term
Incentive Plan is intended to promote the interests of the Company and its
stockholders through attracting and retaining executive officers, non-employee
directors, and employees essential to the success of the Company and enabling
Participants to share in the long-term growth and success of the Company.

II.      DEFINITIONS.

         Unless otherwise specified or unless the context otherwise requires,
the following terms, as used in this Plan, have the following meanings:

         ADMINISTRATOR means the Board of Directors, unless it has delegated
         power to act on its behalf to a committee pursuant to Section 4 of the
         Plan.

         AFFILIATE means any other entity approved by the Board of Directors in
         which the Company holds an ownership interest (by value or voting
         rights) of at least 20%, or any other entity approved by the Board of
         Directors which has an ownership interest (by value or voting rights)
         of at least 20% in the Company.

         AGREEMENT means a written agreement implementing the grant of each
         Award, signed by an authorized officer of the Employer or other person
         authorized by the Administrator.

         AWARDS means, individually or collectively, a grant under this Plan of
         any Options or Stock Appreciation Rights.

         BOARD OF DIRECTORS or Board means the Board of Directors of the
         Company.

         CHANGE IN CONTROL means the happening of any of the following:

                  (i) An Acquiring Person (as hereinafter defined), without the
                  prior approval of the Travelocity Board of Directors, shall be
                  the "Beneficial Owner" (as defined in Rule 13d-3 under the
                  Exchange Act, as amended from time to time), directly or
                  indirectly, of voting securities of Travelocity entitled to
                  vote for the election of directors at any annual or special
                  meeting of stockholders of Travelocity (such entitlement,
                  "Voting Power" and such securities, "Voting Securities")
                  representing both (a) twenty-five percent (25%) or more of the
                  Voting Power of Travelocity's then outstanding Voting
                  Securities and (b) a percentage of the Voting Power of
                  Travelocity's then outstanding Voting Securities which is
                  equal to or greater than the percentage of the Voting Power as
                  is represented by Voting Securities Beneficially Owned,
                  directly or indirectly, by Sabre. An "Acquiring Person" shall
                  mean any person other than (a) an employee benefit plan (or a
                  trust

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                  forming a part thereof) maintained by (1) the Company,
                  Travelocity.com LP (the "Partnership") or Travelocity or (2)
                  any corporation or other Person of which a majority of its
                  voting power or its voting equity securities or equity
                  interest is Beneficially Owned, directly or indirectly, by
                  Travelocity or the Partnership (a "Related Entity"), or the
                  Company, (b) Travelocity, the Partnership or any Related
                  Entity, (c) a Person who has acquired the Voting Securities in
                  connection with a "Non-Control Transaction" (as hereinafter
                  defined), but only to the extent such Voting Securities are
                  acquired in connection with one or more Non-Control
                  Transactions, (d) Sabre, and any corporation or other Person
                  of which a majority of its voting power or its voting equity
                  securities or equity interest is Beneficially Owned, directly
                  or indirectly, by Sabre, or (e) AMR Corporation, unless at
                  such time AMR Corporation is not, or has not at all times
                  been, the Beneficial Owner, directly or indirectly, of at
                  least a majority of the voting power or voting equity
                  securities or equity interest in Sabre;

                  (ii) The individuals who, as of the effective date of the
                  merger of Preview Travel, Inc. with and into Travelocity
                  pursuant to the Merger Agreement, dated as of October 3, 1999,
                  by and among Sabre, the Company, Travelocity, and Preview
                  Travel, Inc. (the "Merger Effective Time") constitute the
                  board of directors of Travelocity (the "Incumbent Board")
                  cease for any reason to constitute at least a majority of the
                  board of directors of Travelocity; provided, however, that any
                  individual becoming a director subsequent to the Merger
                  Effective Time whose election, or nomination for election by
                  Travelocity's stockholders, 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 a 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 of directors of
                  Travelocity;

                  (iii)    The Consummation of:

                           (a) A merger, consolidation or similar reorganization
                           of Travelocity or in which securities of Travelocity
                           are issued (a "Merger"), unless the Merger is a
                           "Non-Control Transaction." A "Non-Control
                           Transaction" shall mean a Merger if:

                                    (1) the stockholders of Travelocity
                                    immediately before such Merger Beneficially
                                    Own, directly or indirectly, immediately
                                    following the Merger at least fifty percent
                                    (50%) of the combined voting power of the
                                    outstanding voting securities of (x) the
                                    corporation resulting from such Merger (the
                                    "Surviving Corporation"), if fifty percent
                                    (50%) or more of the combined voting power
                                    of the then outstanding voting securities of
                                    the Surviving Corporation is not
                                    Beneficially Owned, directly or indirectly
                                    by another corporation (a "Parent
                                    Corporation"), or (y)


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                                    the Parent Corporation, if fifty percent
                                    (50%) or more of the combined voting power
                                    of the Surviving Corporation's then
                                    outstanding voting securities is
                                    Beneficially Owned, directly or indirectly,
                                    by a Parent Corporation; and

                                    (2) the individuals who were members of the
                                    board of directors of Travelocity,
                                    immediately prior to the execution of the
                                    agreement providing for the Merger,
                                    constitute at least a majority of the
                                    members of the board of directors of, (x)
                                    the Surviving Corporation, if fifty percent
                                    (50%) or more of the combined voting power
                                    of the then outstanding voting securities of
                                    the Surviving Corporation is not
                                    Beneficially Owned, directly or indirectly
                                    by a Parent Corporation, or (y) the Parent
                                    Corporation, if fifty percent (50%) or more
                                    of the combined voting power of the
                                    Surviving Corporation's then outstanding
                                    voting securities is Beneficially Owned,
                                    directly or indirectly, by a Parent
                                    Corporation;

                  (iv) The sale or other disposition of all or substantially all
                  of the assets of Travelocity to any Person (other than a
                  transfer to a Related Entity or under conditions that would
                  constitute a Non-Control Transaction with the disposition of
                  assets being regarded as a Merger for this purpose);

                  (v) A complete liquidation or dissolution of Travelocity; or

                  (vi) Any other event to which, in the opinion of the Board,
                  the provisions of clauses (i) through (v) are not strictly
                  applicable but, in the opinion of the Board, is within the
                  intent and effect of such clauses.

                  Notwithstanding anything else contained herein to the
contrary, in no event shall a Change in Control be deemed to occur solely by
reason of (1) a distribution to Sabre's stockholders, whether as dividend or
otherwise, of all or any portion of the Voting Securities held, directly or
indirectly, by Sabre (including, without limitation, a distribution to Sabre's
stockholders of securities of the Company), or (2) a sale of all or any portion
of the Voting Securities held, directly or indirectly, by Sabre in an
underwritten public offering (including, without limitation, a sale of
securities of the Company in an underwritten public offering), or (3) any Person
(the "Subject Person") acquiring Beneficial Ownership of more than the permitted
amount of the then outstanding Voting Securities as a result of the acquisition
of Voting Securities by Travelocity which, by reducing the number of Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by Travelocity, and after such share
acquisition by Travelocity, the Subject Person becomes the Beneficial Owner of
any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.

         CODE means the United States Internal Revenue Code of 1986, as amended.

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         COMMITTEE means the Committee to which the Board of Directors has
         delegated power to act under or pursuant to the provisions of the Plan.

         COMMON STOCK means shares of the common stock of Travelocity.com Inc.,
         a Delaware corporation, par value $.001.

         COMPANY means Travelocity Holdings, Inc., a Delaware corporation.

         COVERED PARTICIPANT means a participant who is a "covered employee" as
         identified in Section 162(m)(3) of the Code.

         DISABILITY OR DISABLED means permanent and total disability as defined
         in Section 22(e)(3) of the Code.

         EFFECTIVE DATE means October 1, 1999, the effective date of the Plan.

         ELIGIBLE EMPLOYEE means an employee of an Employer (including, without
         limitation, an employee who is also serving as an officer or director
         of an Employer), designated by the Administrator to be eligible to be
         granted one or more Awards under the Plan.

         EMPLOYER means the Company and each Affiliate that has adopted the Plan
         with the Company's permission.

         EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

         EXERCISE PRICE means the price per share determined on the grant date
         by the Committee, provided that the Exercise Price shall not be less
         than 100% of Fair Market Value on the grant date; except that the
         Committee in its sole discretion may waive the preceding limitation
         with respect to Awards granted upon the assumption of, in substitution
         for, or upon conversion of similar awards of (a) an Affiliate, with
         respect to Participants transferred from an Affiliate to an Employer,
         or (b) another company with which the Employer or Travelocity
         participates in an acquisition, separation or similar corporate
         transaction. However, in no event shall the Exercise Price ever be less
         than the par value of the Shares.

         In addition, if an ISO is granted to a Ten Percent Owner, the Exercise
         Price shall not be less than 110% of the Fair Market Value on the date
         of grant.

         FAIR MARKET VALUE of a Share of Common Stock means:

                  (1) If the Common Stock is listed on a national securities
                  exchange or traded in the over-the-counter market and sales
                  prices are regularly reported for the Common Stock, either (a)
                  the average of the high and low prices of the Common Stock on
                  the Composite Tape or other comparable reporting system for
                  the applicable date or (b) if the Common Stock is not traded
                  on the relevant date, the average of the high and low prices
                  of the Common Stock on the Composite Tape or other comparable
                  reporting system for the most recent day on which the Common
                  Stock was traded immediately preceding the applicable date.

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                  (2) If the Common Stock is not traded on a national securities
                  exchange but is traded on the over-the-counter market, if
                  sales prices are not regularly reported for the Common Stock
                  for the trading days or day referred to in clause (1), and if
                  bid and asked prices for the Common Stock are regularly
                  reported, either (a) the average of the bid and the asked
                  price for the Common Stock at the close of trading in the
                  over-the-counter market for the applicable date or (b) the
                  average of the bid and the asked price for the Common Stock at
                  the close of trading in the over-the-counter market for the
                  trading day on which Common Stock was traded immediately
                  preceding the applicable date, as the Administrator shall
                  determine in its sole discretion; and

                  (3) If the Common Stock is neither listed on a national
                  securities exchange nor traded in the over-the-counter market,
                  such value as the Administrator, in good faith, shall
                  determine.

         INCENTIVE STOCK OPTION OR ISO means an option to purchase Common Stock,
         granted under Section 5 herein, which is designated as an incentive
         stock option and is intended to meet the requirements of Section 422 of
         the Code.

         NON-QUALIFIED OPTION OR NQSO means an option to purchase Common Stock,
         granted under Section 5 herein, which is not intended to qualify as an
         Incentive Stock Option.

         OPTION means an Incentive Stock Option or a Non-Qualified Option.

         PARTICIPANT means an Eligible Employee, non-employee director, or
         consultant of an Employer to whom one or more Awards are granted under
         the Plan. As used herein, "Participant" shall include "Permitted
         Transferees" and "Participant's Survivors" where the context requires.

         PARTICIPANT'S SURVIVORS means a deceased Participant's legal
         representatives and/or any person or persons who acquired the
         Participant's rights to an Award by will or by the laws of descent and
         distribution.

         PERMITTED TRANSFEREE means any transferee of a Nonqualified Stock
         Option pursuant to a transfer that is approved by the Committee in
         accordance with Section 9 hereof.

         PLAN means the Travelocity Holdings, Inc. 1999 Long-Term Incentive
         Plan, as it may be amended from time to time.

         SABRE means Sabre Holdings Corporation, a Delaware corporation.

         SECURITIES ACT means the Securities Act of 1933, as amended.

         SHARES means shares of the Common Stock as to which Awards have been or
         may be granted under the Plan or any shares of capital stock into which
         the Shares are changed or for which they are exchanged within the
         provisions of Section 16 of the Plan. The Shares issued upon exercise
         of Options granted under the Plan may be authorized and unissued


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         shares, Treasury shares, shares transferred from an Affiliate, or
         shares purchased on the open market.

         STOCK APPRECIATION RIGHT OR SAR means the right to receive an amount
         equal to the excess of the Fair Market Value of a Share of Common Stock
         (as determined on the date of exercise) over the Exercise Price of the
         related Award.

         TEN PERCENT OWNER means a Participant who owns, directly or by reason
         of the applicable attribution rules of Code Section 424(d), more than
         10% of the total combined voting power of all classes of capital stock
         of Travelocity or its parent or subsidiary corporations, if any, as
         defined in Code Section 424(e) and (f).

         TRAVELOCITY means Travelocity.com Inc., a Delaware corporation, and a
         subsidiary of the Company.

III.     SHARES SUBJECT TO THE PLAN.

                  GENERAL. Except as provided below in this Section 3 and
Section 12, the number of Shares that may be transferred in satisfaction of
Awards (including ISOs) granted under this Plan shall be four million, five
hundred thousand (4,500,000). Such number includes Awards which may be
originally granted under this Plan, as well as Awards granted under this Plan in
respect to awards of another entity which are assumed by this Plan. However,
except as provided below in this Section 3 and Section 12, in no event shall
Awards be issued hereunder and under the Travelocity.com LP 1999 Long-Term
Incentive Plan ("LP LTIP") which in the aggregate exceed seven million
(7,000,000) Shares.

                  EVERGREEN. The number of authorized Shares hereunder shall be
increased on January 1, 2001 and on each of the two (2) succeeding January 1,
ending on January 1, 2003, by a number of Shares equal to 3% of the total number
of Shares of Common Stock outstanding as of such date. However, in no event
shall the additional annual Award authorization under this Plan and under the LP
LTIP in the aggregate exceed 4% of the total number of Shares of Common Stock
outstanding on such date. However, no ISOs shall be issuable under this
paragraph and the maximum number of ISOs shall be determined without regard to
this "evergreen" provision.

                  LAPSED AWARDS AND SHARE WITHHOLDING. If any Award granted
under the Plan shall be cancelled, forfeited, lapse, expire or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, or is settled in cash in lieu of Common Stock,
such Shares subject to such Award shall thereafter again be available for grant
of an Award under the Plan. Shares deemed to have been used to pay the exercise
price or tax withholding due with respect to an Option, through share
withholding or other cashless exercise method, shall thereafter again be
available for issuance under the Plan. In addition, in the event a Participant
pays for any Option through the delivery of previously owned Shares, the number
of Shares available for issuance under the Plan shall be increased by the number
of Shares surrendered by the Participant. However, notwithstanding the above,
with respect to any Covered Participants, cancelled Shares shall continue to be
counted against the maximum aggregate number of Shares that may be granted
pursuant to Awards.

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                  MAXIMUM LIMIT. No individual Participant may receive in any
calendar year Awards (including ISOs) relating to more than one million shares
of Common Stock.

IV.      ADMINISTRATION OF THE PLAN.

                  THE COMMITTEE. Upon appointment of the Committee, the Plan
shall be administered and interpreted by the Committee (and until then, by the
Administrator), which shall have full authority and all powers necessary or
desirable for such administration. The express grant in this Plan of any
specific power to the Committee shall not be construed as limiting any power or
authority of the Committee. In its sole and complete discretion the Committee
may adopt, alter, suspend and repeal such administrative rules, regulations,
guidelines, and practices governing the operation of the Plan as it shall from
time to time deem advisable. In addition to any other powers and subject to the
provisions of the Plan, the Committee shall have the following specific powers:
(i) to determine the terms and conditions upon which the Awards may be made and
exercised; (ii) to determine all terms and provisions of each Agreement, which
need not be identical for all types of Awards nor for the same type of Award to
different participants; (iii) to construe and interpret the Agreements and the
Plan; (iv) to establish, amend, or waive rules or regulations for the Plan's
administration; (v) to accelerate the exercisability of any Award; (vi) to
provide for the grant of Awards upon the assumption of, or in substitution for,
similar awards granted by an acquired or other company with which the Employer
or Travelocity participates in an acquisition, separation, or similar corporate
transaction; and (vii) to make all other determinations and take all other
actions necessary or advisable for the administration of the Plan. The Committee
may take action by a majority vote or by unanimous written consent. The
Committee may seek the assistance or advice of any persons it deems necessary to
the proper administration of the Plan.

                  SELECTION OF PARTICIPANTS. The Administrator shall have sole
and complete discretion in determining those persons who shall be Participants
in the Plan, provided that such Participants must be Eligible Employees,
non-employee directors, or consultants of an Employer at the time an Award is
granted. However, only common law employees of Travelocity or a parent or
subsidiary (as defined in Code Section 424(e) and (f)) of Travelocity may be
granted ISOs. The Administrator or Committee may delegate to one or more
executive officers of the Company the authority to make Awards to Participants
who are not Executive Officers of Travelocity (as designated by Travelocity or
otherwise covered as such under Rule 16b-3 of the Exchange Act) ("Executive
Officers") or Covered Participants. Awards made to the Executive Officers or
Covered Participants shall be determined by the Committee.

                  COMMITTEE DECISIONS. All determinations and decisions made by
the Committee pursuant to the provisions of the Plan shall be final, conclusive,
and binding upon all persons, including the Employer, its stockholders,
employees, Participants, and designated beneficiaries, except when the terms of
any sale or award of shares of Common Stock or any grant of rights or Awards
under the Plan are required by law or by the Certificate of Incorporation or
Bylaws of Travelocity to be approved by Travelocity's Board of Directors or
stockholders prior to any such sale, award or grant.

                  RULE 16B-3 AND CODE SECTIONS 162(M) AND 422 REQUIREMENTS.
Notwithstanding any other provision of the Plan, the Committee may impose such
conditions on any Award


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(including approval of any Award by the Board of Directors or Compensation
Committee of Sabre and/or Travelocity), and the Board may amend the Plan in any
such respects, as may be required to satisfy the requirements of Rule 16b-3,
Code Section 162(m), or Code Section 422.

                  INDEMNIFICATION OF COMMITTEE. In addition to such other rights
of indemnification as they may have as directors or as members of the Committee
or otherwise, the members of the Committee, and any executive officers to whom
the Committee has delegated any of its rights and responsibilities, shall be
indemnified by the Employer against reasonable expenses incurred from their
administration of the Plan, including, without limitation, related attorneys'
fees actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, and
against all reasonable amounts paid by them in settlement thereof or paid by
them in satisfaction of a judgment in any such action, suit or proceeding, if
such members acted in good faith and in a manner which they believed to be in,
and not opposed to, the best interests of the Employer and its Affiliates.

V.       TERMS AND CONDITIONS OF OPTIONS.

                  Each Option shall be set forth in writing in an Agreement,
duly executed by the Company and, subject to such conditions as the
Administrator may deem appropriate, including, without limitation, subsequent
approval by the Compensation Committee or Board of Directors of Travelocity
and/or Sabre. The Agreements shall specify whether the Option is intended to be
an ISO or a NQSO, and shall be subject to at least the following terms and
conditions:

A.       GENERAL.  Each Option shall be subject to the terms and conditions
which the Administrator determines to be appropriate and in the best interest of
the Company, subject to the following minimum standards for any Option:

1.       Option Price: The option price (per share) of the Shares covered by
         each Option shall be determined by the Administrator but shall not be
         less than the Exercise Price as defined above;

2.       Each Agreement shall state the number of Shares to which it pertains;
         and

3.       Each Agreement shall state the date or dates on which it first is
         exercisable and the date after which it may no longer be exercised
         (which shall not be later than ten years following the date granted, or
         five years for an ISO granted to a Ten Percent Owner), and may provide
         that the Option rights accrue or become exercisable in installments
         over a period of months or years, or upon the occurrence of certain
         conditions or the attainment of stated goals or events. No Award may be
         granted later than ten years after the Effective Date (or, if earlier,
         after the termination of the Plan).

B.       CONVERSION  OPTIONS. The Committee, in its discretion, may issue
Options under this Plan in consideration of options to purchase shares of common
stock in another entity, which options shall be assumed by this Plan, and such
Options shall contain those terms and conditions which the Committee, in its
sole discretion, shall deem appropriate, which may be new terms, or which may
incorporate the terms of the option from which they were converted (including
ISO status for 90 days following termination of


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employment with the entity in respect of whose stock such prior options were
issued). In particular, but not by way of limitation, with respect to any
individual who previously was employed by Sabre (or an affiliate thereof) or
Preview Travel, Inc., a Delaware corporation, and who subsequently becomes
employed by the Employer, the Committee in its discretion may allow any options
to purchase stock of Sabre or Preview Travel, Inc. held by such individual to be
converted into Options hereunder, and for such Options hereunder to bear the
same terms as the options from which they were converted, subject to appropriate
adjustments, as determined by the Committee in its sole discretion, to the
exercise price and number of shares subject to such Options.

C.   NON-EMPLOYEE DIRECTOR OPTIONS. Non-employee directors of the Company (who
     were not formerly employees of the Company, and who are also not employees
     of Travelocity, Sabre, AMR Corporation, or any other Affiliate) shall be
     awarded up to 20,000 NQSOs when first appointed to the Board of Directors,
     and up to an additional 10,000 NQSOs at each annual stockholders' meeting
     (if the director has served at least six months from the initial date of
     grant).

D.   ISOS. To the extent that the aggregate Fair Market Value (determined as of
     the date of grant) of Common Stock with respect to which ISOs are
     exercisable for the first time by any Participant in any calendar year
     (under all plans of the Employer and its parent or subsidiary corporations)
     exceeds $100,000, such Options shall be treated as NQSOs. In addition, no
     Options shall be deemed ISOs hereunder unless the Plan is approved by the
     stockholders of Travelocity within 12 months before or after the first date
     any ISO is granted.

VI.      EXERCISE OF OPTION AND ISSUE OF SHARES.

                  An Option (or any part or installment thereof) shall be
exercised by giving written notice to the Company at its principal office
address, together with provision for payment of the full purchase price in
accordance with this paragraph for the Shares as to which such Option is being
exercised, and upon compliance with any other condition(s) set forth in the
Agreement. Such written notice shall be signed by the person exercising the
Option, shall state the number of Shares with respect to which the Option is
being exercised and shall contain any representation required by the Plan or the
Agreement. Payment of the purchase price for the Shares as to which such Option
is being exercised shall be made (a) in United States dollars in cash or by
check, or (b) through delivery of shares of Common Stock (not subject to any
security agreement or pledge) having a Fair Market Value equal as of the date of
the exercise to the cash exercise price of the Option, or (c) in accordance with
a cashless exercise program established with a securities brokerage firm and
approved by the Administrator, or (d) through such other method of payment (such
as share withholding) approved by the Administrator, or (e) by any combination
of (a), (b), (c), and (d) above; provided, however, that options (b), (c), (d),
or (e) may only be utilized (i) to the extent permitted by applicable law and
not in violation of any instrument or agreement to which the Employer or
Travelocity is a party, and (ii) unless otherwise stated in the Agreement, only
to the extent specifically determined by the Administrator in its sole
discretion at the time of exercise. The Committee reserves the right to require
any Shares delivered by the Participant in full or partial payment of the
Exercise Price to be limited to those Shares already owned by the Participant
for at least six (6) months. In addition, if applicable, the Participant must
surrender to


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the Company any tandem SARs which are cancelled by reason of exercise of an
Option.

                  The Company shall then reasonably promptly deliver the Shares
as to which such Option was exercised to the Participant (or to the
Participant's Survivors or Permitted Transferee, as the case may be). In
determining what constitutes "reasonably promptly," it is expressly understood
that the delivery of the Shares may be delayed by the Company in order to comply
with any law or regulation which requires the Company or Travelocity to take any
action with respect to the Shares prior to their issuance. The Shares shall,
upon delivery, be evidenced by an appropriate certificate or certificates for
fully paid, non-assessable Shares.

                  The Administrator may, in its discretion, amend any term or
condition of an outstanding Option provided (i) such term or condition as
amended is permitted by the Plan, (ii) any such amendment shall be made only
with the consent of the Participant to whom the Option was granted, if the
amendment is materially adverse to the Participant.

VII.     STOCK APPRECIATION RIGHTS

A.       GRANT OF STOCK APPRECIATION RIGHTS. Subject to the terms and provisions
of the Plan and applicable law, the Committee, at any time and from time to
time, may grant freestanding Stock Appreciation Rights, Stock Appreciation
Rights in tandem with an Option, or Stock Appreciation Rights in addition to an
Option. Stock Appreciation Rights granted in tandem with an Option or in
addition to an Option may be granted at the time the Option is granted or at a
later time. No Stock Appreciation Rights granted under the Plan may be
exercisable after the expiration of ten years from the grant date.

B.   EXERCISE PRICE. The Exercise Price of each Stock Appreciation Right shall
be determined on the grant date by the Committee, subject to the limitation that
the Exercise Price shall not be less than 100% of Fair Market Value on the grant
date. However, Stock Appreciation Rights issued upon assumption of, or in
substitution for, stock appreciation rights of a company with which the Employer
or Travelocity participates in an acquisition, separation or similar corporate
transaction may be issued at an Exercise Price less than 100% of the Fair Market
Value.

C.       EXERCISE.  The Participant is entitled to receive an amount equal to
the excess of the Fair Market Value over the Exercise Price thereof on the date
of exercise of the Stock Appreciation Right.

D.       PAYMENT.  Payment upon exercise of the Stock Appreciation Right shall
be made in the form of cash, Shares, or a combination thereof, as determined in
the sole and complete discretion of the Committee. However, if any payment in
the form of Shares results in a fractional share, the payment for the fractional
share shall be made in cash.

VIII.    RIGHTS AS A SHAREHOLDER

                  No Participant to whom an Option has been granted shall have
rights as a shareholder with respect to any Shares covered by such Option,
except after due exercise of the Option, a tender of the full purchase price for
the Shares being purchased pursuant to such exercise, satisfaction of such other
conditions for the transfer of Shares pursuant to the Option,


                                       10
<Page>

and registration of the Shares in the Company's share register in the name of
the Participant.

IX. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS.

                  Unless otherwise provided in the Agreement, an Award granted
to a Participant shall not be transferable by the Participant other than by will
or by the laws of descent and distribution or, other than with respect to ISOs,
a domestic relations order; provided, however, that the designation of a
beneficiary of an Award by a Participant shall not be deemed a transfer
prohibited by this Section. Notwithstanding the foregoing, transfers of NQSOs
may be made with the prior approval of the Committee and on such terms and
conditions as the Committee in its sole discretion shall approve, to the
following Permitted Transferees: (a) in the case of a transfer without the
payment of any consideration, any "family member" as such term is defined in
Section 1(a)(5) of the General Instructions to Form S-8 under the Securities Act
as in effect at the time of such transfer, (b) to any person or entity described
in clause (ii) of Section 1(a)(5) of the General Instructions to Form S-8 under
the Securities Act as in effect at the time of such transfer, and (iii) upon a
Participant's death, Participant's executors, administrators, testamentary
trustees, legatees and beneficiaries. Further, no right or interest of any
Participant in an Award may be assigned in satisfaction of any lien, obligation,
or liability of the Participant. Except as provided in this Section, an Award
shall be exercisable, during the Participant's lifetime, only by such
Participant (or by his or her legal representative) and no Award shall be
assigned, pledged, or hypothecated in any way (whether by operation of law or
otherwise) or be subject to execution, attachment, or similar process. Any
attempted transfer, assignment, pledge, hypothecation, or other disposition of
any Award or of any rights granted thereunder contrary to the provisions of this
Plan, or the levy of any attachment or similar process upon an Award, shall be
null and void.

X.       EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE."

                  Except as otherwise provided in an Agreement, in the event of
a termination of service (whether as an employee, director, or consultant) with
the Employer or Travelocity before the Participant has exercised all Awards,
then any outstanding Awards which are unvested shall immediately be cancelled
and forfeited, and the following rules apply:

         A. TERMINATION FOR REASON OTHER THAN DEATH, DISABILITY, RETIREMENT OR
         CAUSE. A Participant who ceases to be an employee, director, or
         consultant of the Employer or of Travelocity for any reason other than
         termination for cause, Disability, retirement, or death may continue to
         exercise an Award to the extent that the Award is otherwise vested and
         exercisable on the date of such termination of service, for a period of
         three (3) months following such termination (or, if less, the remaining
         term of the Award).

         B. TERMINATION DUE TO DEATH. If any employee Participant terminates
         employment by reason of death, then any portion of an Award or Awards
         granted to Participant that would have vested over the twelve month
         period following such Participant's death shall immediately vest, and
         the Participant may exercise any Award (to the extent that it is
         otherwise vested and exercisable as of his termination of service or is
         vested as a result of the acceleration provision in this Section) at
         any time during the eighteen (18) month period following his
         termination of service (or, if less, for the remaining term of the


                                       11
<Page>

         Award).

         C. TERMINATION DUE TO DISABILITY. If any employee Participant
         terminates employment by reason of Disability, then any Award granted
         to Participant will continue to vest over the twelve month period
         following such Participant's termination of service, and the
         Participant may exercise any Award (to the extent that it is otherwise
         vested and exercisable as of his termination of service or is vested as
         a result of the additional twelve (12) month vesting provided in this
         Section) at any time during the eighteen (18) month period following
         his termination of service (or, if less, for the remaining term of the
         Award).

         D. TERMINATION DUE TO RETIREMENT. If any employee Participant
         terminates employment by reason of retirement (as defined in the
         Employer's general policy regarding retirement), or any non-employee
         Participant who is a member of the Employer's board of directors has
         attained age 65 or accumulated 5 years of service with the Employer
         (counting service with AMR Corporation, Sabre or Preview Travel, Inc.)
         as of his or her termination date, then such Participant may exercise
         any Award (to the extent that it is otherwise vested and exercisable as
         of his termination of service) at any time during the one (1) year
         period following his termination of service (or, if less, for the
         remaining term of the Award).

         E. POST-TERMINATION DEATH OR DISABILITY. In the case of a Participant's
         Disability or death within three (3) months after the termination of
         employment, director status, or consultancy (for any reason other than
         the Participant's death, Disability, or termination for cause), the
         Participant or Participant's Survivors may exercise the Award (to the
         extent otherwise vested and exercisable at the time of such
         termination) within eighteen (18) months after the date of the
         Participant's termination, but in no event after the date of expiration
         of the term of the Award.

         F. WHEN DISABILITY OCCURS. The Administrator shall make the
         determination both as to whether Disability has occurred and the date
         of its occurrence (unless a procedure for such determination is set
         forth in another agreement between the Employer and such Participant,
         in which case such procedure shall be used for such determination). If
         requested, the Participant shall be examined by a physician selected or
         approved by the Administrator, the cost of which examination shall be
         paid for by the Employer.

         G. POST-TERMINATION FORFEITURE FOR CAUSE. Notwithstanding anything
         herein to the contrary, if subsequent to a Participant's termination of
         employment, termination of director status, or termination of
         consultancy, the Board of Directors determines that, either prior or
         subsequent to the Participant's termination, the Participant engaged in
         conduct which would constitute "cause", then such Participant shall
         forthwith cease to have any right to exercise any Award.

         H. LEAVES OF ABSENCE. A Participant to whom an Award has been granted
         under the Plan who is on sick leave, military leave, or other leave
         approved by the Administrator of not more than six months (unless
         reemployment upon expiration of the leave is guaranteed by contract or
         statute), shall not, during the period of any such absence, be


                                       12
<Page>

         deemed, by virtue of such absence alone, to have terminated such
         Participant's employment, director status, or consultancy with the
         Company or with an Affiliate, except as the Administrator may otherwise
         expressly provide. However, there shall be no continuing vesting in the
         Award beyond the first six months of any such leave of absence.

         I. CHANGE IN STATUS. For purposes of this Section, a termination of
         employment shall not be deemed to occur upon the transfer of a
         Participant to an Affiliate, or upon the movement of a Participant from
         employee to consultant status or vice versa, provided such
         Participant's continued participation in the Plan is approved by the
         Board of Directors or the Committee, either individually or by approval
         of a class of persons.

XI.      EFFECT OF TERMINATION OF SERVICE "FOR CAUSE."

                  Except as otherwise provided in an Agreement, the following
rules apply if the Participant's service (whether as an employee, director, or
consultant) with the Employer is terminated "for cause":

         A. All outstanding and unexercised Awards as of the date the
         Participant is notified that his or her service is terminated "for
         cause", whether vested or unvested, will immediately be forfeited.

         B. For purposes of this Paragraph, "cause" shall include (and is not
         limited to) dishonesty with respect to the employer, insubordination,
         substantial malfeasance or non-feasance of duty, unauthorized
         disclosure of confidential information, and conduct substantially
         prejudicial to the business of the Company or any Affiliate. The
         determination of the Administrator as to the existence of cause will be
         conclusive on the Participant and the Employer.

         C. "Cause" is not limited to events which have occurred prior to a
         Participant's termination of service, nor is it necessary that the
         Administrator's finding of "cause" occur prior to termination. If the
         Administrator determines, subsequent to a Participant's termination of
         service but prior to the exercise of an Award, that either prior or
         subsequent to the Participant's termination the Participant engaged in
         conduct which would constitute "cause," then the right to exercise any
         Award is forfeited.

         D. Any definition in an agreement between the Participant and the
         Company or an Affiliate, which contains a conflicting definition of
         "cause" for termination and which is in effect at the time of such
         termination, shall supersede the definition in this Plan with respect
         to such Participant.

XII.     ADJUSTMENTS.

                  The number and class of Shares subject to each outstanding
Award, the Exercise Price and the aggregate number, type and class of Shares for
which Awards thereafter may be made shall be subject to adjustment, if any, as
the Committee deems appropriate, based on the occurrence of a number of specific
and non-specified events. Such specified events are discussed in this Section,
but such discussion is not intended to provide an exhaustive list of such events
which may necessitate such adjustments. In addition, the Administrator may treat


                                       13
<Page>

different Participants and different Awards differently, and may condition any
adjustment on the execution of an appropriate waiver and release agreement.

         A. If the outstanding Shares are increased, decreased or exchanged
         through merger, consolidation, sale of all or substantially all of the
         property of Travelocity, reorganization, recapitalization,
         reclassification, stock dividend, stock split or other distribution in
         respect to such Shares, for a different number of Shares or type of
         securities, or if additional Shares or new or different Shares or other
         securities are distributed with respect to such Shares, an appropriate
         and proportionate adjustment shall be made in (i) the maximum number of
         Shares available for the Plan, as provided in this Section, (ii) the
         type of shares or other securities available for the Plan, (iii) the
         number of Shares of common stock subject to any then outstanding Awards
         under the Plan, and (iv) the price (including exercise price) for each
         share (or other kind of shares or securities) subject to then
         outstanding Awards, but without change in the aggregate purchase price
         as to which such Awards remain exercisable.

         B. In the event other events not specified above in this Section, such
         as any extraordinary cash dividend, split-up, spin-off, combination,
         exchange of shares, warrants or rights offering to purchase Common
         Stock, or other similar corporate event, affect the Common Stock such
         that an adjustment is necessary to maintain the benefits or potential
         benefits intended to be provided under this Plan, then the Committee in
         its discretion may make adjustments to any or all of (i) the number and
         type of shares which thereafter may be optioned and sold or awarded
         under the Plan, (ii) the Exercise Price of any Award made under the
         Plan thereafter, and (iii) the number and Exercise Price of each Share
         (or other kind of shares or securities) subject to the then outstanding
         Awards, but without change in the aggregate purchase price as to which
         such Options remain exercisable.

         C. Any adjustment made by the Committee pursuant to the provisions of
         this Section, subject to approval by the Board of Directors, shall be
         final, binding and conclusive. A notice of such adjustment, including
         identification of the event causing such an adjustment, the calculation
         method of such adjustment, and the change in price and the number of
         shares of Common Stock, or securities, cash or property purchasable
         subject to each Award shall be sent to each Participant. No fractional
         interests shall be issued under the Plan based on such adjustments.

         D. This Section shall not apply to adjustment of Awards if any such
         adjustment would also be made in connection with a Change in Control,
         which is governed by the following Section.

         E. Notwithstanding the foregoing, any adjustments made pursuant to
         (a)-(d) above with respect to ISOs shall be made only after the
         Administrator determines whether such adjustments would constitute a
         "modification" of such ISOs (as that term is defined in Section 424(h)
         of the Code). If the Administrator determines that such adjustments
         made with respect to ISOs would constitute a modification of such ISOs,
         it may refrain from making such adjustments, unless the holder of an
         ISO specifically requests in writing that such adjustment be made and
         such writing indicates that the holder has full knowledge of the
         consequences of such "modification" on his or her income tax treatment
         with respect


                                       14
<Page>

         to the ISO.

XIII.    CHANGE IN CONTROL

                  In the event of a Change in Control, the Board of Directors,
in its sole discretion, may:

         A. make appropriate provisions for continuation of Awards granted under
         the Plan or substitute on an equitable basis for the Shares then
         subject to such Awards either the consideration payable with respect to
         the outstanding Shares of Common Stock in connection with the
         transaction or securities of any successor or acquiring entity;

         B. upon written notice to the Participants, provide that all Awards
         then outstanding must be exercised within a reasonable period of time
         following such notice, after which the Awards will expire; or

         C. terminate all Awards then outstanding in exchange for a cash payment
         equal to the difference between the fair market value of the underlying
         Shares and the Exercise Price, multiplied by the number of Shares
         subject to Awards held by a Participant.

                  In the event the Board of Directors chooses alternative (b) or
(c), then unvested Awards outstanding under the Plan will immediately become
vested and exercisable, unless the vesting would prevent a desired pooling of
interest accounting treatment for the Change in Control transaction. To the
extent the Board of Directors elects option (a) and a Participant's employment
is involuntarily terminated without cause within one (1) year following the
Change in Control, then all Awards held by such Participant shall immediately
become vested and remain exercisable for 3 months following such termination of
employment (or, if earlier, for the remainder of the Award's term). Under each
alternative, any Awards held by nonemployee directors of the Employer or
Travelocity will immediately vest.

XIV.     ISSUANCES OF SECURITIES.

                  Except as expressly provided herein or in the applicable
Agreement, no issuance by Travelocity of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to Awards. Except as expressly provided herein or in the
applicable Agreement, no adjustments shall be made for dividends paid in cash or
in property (including without limitation, securities) of Travelocity.

XV.      FRACTIONAL SHARES.

                  No fractional share shall be issued under the Plan and the
person exercising such right shall receive from the Employer cash in lieu of
such fractional share equal to the Fair Market Value thereof.

XVI.     WITHHOLDING.

         A. GENERAL. In the event that any federal, state, or local income
         taxes, employment


                                       15
<Page>

         taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings,
         or other amounts are required by applicable law or governmental
         regulation to be withheld from the Participant's salary, wages, or
         other remuneration in connection with the exercise of an Award or any
         Disqualifying Disposition (as defined below), the Employer may withhold
         from the Participant's wages, if any, or the remuneration, or may
         require the Participant to advance in cash to the Employer, or to any
         Affiliate which employs or employed the Participant, the amount of such
         withholdings unless a different withholding arrangement, including
         share withholding or the use of previously owned shares of Common Stock
         (which the Committee may require to have been held for at least six (6)
         months), is authorized by the Administrator (and permitted by law). In
         the event the Administrator allows withholding of Shares, the Fair
         Market Value of withheld Shares may not exceed the applicable statutory
         minimum withholding requirements. If the Fair Market Value of any
         Shares withheld is less than the amount of payroll withholdings
         required, the Participant may be required to advance the difference in
         cash to the Employer or the Affiliate employer. The Administrator may
         condition the transfer of any Shares or the lifting of any restrictions
         on any Award on the satisfaction by the Participant of the foregoing
         withholding obligations.

         B. NOTICE TO EMPLOYER OF DISQUALIFYING DISPOSITION. Each Participant
         who receives an ISO must agree to notify the Employer in writing
         immediately after the Participant makes a Disqualifying Disposition of
         any Shares acquired pursuant to the exercise of an ISO. A Disqualifying
         Disposition is any disposition (including any sale) of such shares
         before the later of (a) two years after the date the Participant was
         granted the ISO, or (b) one year after the date the Participant
         acquired shares by exercising the ISO. If the Participant has died
         before such stock is sold, these holding period requirements do not
         apply and no Disqualifying Disposition can occur thereafter.

XVII.    TERMINATION OF THE PLAN.

                  This Plan was adopted by the Board effective as of October 1,
1999 and, unless sooner terminated by the Board of Directors, the Plan shall
terminate on September 30, 2009. The Plan's termination will not materially
impair any rights under any Award already made under the Plan without the
consent of the Participant.

XVIII.   AMENDMENT OF THE PLAN AND AGREEMENTS.

                  The Plan may be amended by the Board of Directors, including,
without limitation, to the extent necessary to ensure the qualification of any
Award under Rule 16b-3 or Code Section 162(m), or any ISO under Code Section
422, and to the extent necessary to qualify the Shares issuable upon exercise of
any outstanding Awards granted, or Awards to be granted, under the Plan for
listing on any national securities exchange or quotation in any national
automated quotation system of securities dealers. Any amendment that requires
shareholder approval under applicable law or in order to ensure favorable
federal income tax treatment for any ISOs shall be subject to obtaining such
approval. In addition, no amendment shall be made without shareholder approval
if such amendment would:

         1. expand the classes of persons to whom Awards may be made under
         Section 4,


                                       16
<Page>

         paragraph 2, of the Plan;

         2. increase the number of Shares authorized for grant under Section 3
         of the Plan;

         3. increase the maximum number of Shares that may be granted pursuant
         to Awards to any one participant under Section 3, paragraph 4, of the
         Plan;

         4. permit unrestricted Shares to be granted other than in lieu of cash
         payments under other incentive plans and programs of an Employer or
         Employers;

         5. allow the creation of additional types of awards;

         6. permit the reduction of the Exercise Price on an outstanding Option
         or the base price on a Stock Appreciation Right; or

         7. change any provision of this sentence.

                  Any modification or amendment of the Plan shall not, without
the consent of a Participant, adversely affect his or her rights under an Award
previously granted to him or her. With the consent of the Participant affected,
the Administrator may amend outstanding Agreements in a manner which may be
materially adverse to the Participant but which is not inconsistent with the
Plan. In the discretion of the Administrator, outstanding Agreements may be
amended by the Administrator in a manner which is not materially adverse to the
Participant.

XIX.     EMPLOYMENT OR OTHER RELATIONSHIP, NATURE OF PAYMENTS.

                  Nothing in this Plan or any Agreement shall be deemed to
prevent the Employer from terminating the employment, consultancy, or director
status of a Participant, nor to prevent a Participant from terminating his or
her own employment, consultancy, or director status or to give any Participant a
right to be retained in employment or other service by the Employer for any
period of time.

                  All Awards shall constitute a special incentive payment to the
Participant and shall not be taken into account in computing the amount of
salary or compensation of the Participant for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance,
or other benefit plan of the Employer or under any agreement between the
Employer and the Participant, unless such plan or agreement specifically
provides otherwise.

XX.      CONSTRUCTION OF THE PLAN.

                  The Plan, and its rules, rights, agreements and regulations,
shall be governed, construed, interpreted and administered solely in accordance
with the laws of the state of Delaware. In the event any provision of the Plan
shall be held invalid, illegal or unenforceable, in whole or in part, for any
reason, such determination shall not affect the validity, legality or
enforceability of any remaining provision, portion of provision or the Plan
overall, which shall remain in full force and effect as if the Plan had been
absent the invalid, illegal or unenforceable provision or portion thereof.

                                       17
<Page>

XXI.     CERTAIN PARTICIPANTS.

                  All Agreements for Participants subject to Section 16(b) of
the Exchange Act shall be deemed to include any such additional terms,
conditions, limitations and provisions as Rule 16b-3 requires, unless the
Administrator in its discretion determines that any such Award should not be
governed by Rule 16b-3. To the extent any provision of the Plan or any action by
the Administrator fails to so comply with Rule 16b-3, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the
Administrator. All performance-based Awards to Covered Participants shall be
deemed to include any such additional terms, conditions, limitations and
provisions as are necessary to comply with the performance-based compensation
exemption of Section 162(m) of the Code unless the Administrator in its
discretion determines that any such Award to a Covered Participant is not
intended to qualify for the exemption for performance-based compensation under
Section 162(m). All Agreements awarding ISOs shall be deemed to include any such
additional terms conditions, limitations, and provisions as Code Section 422
requires unless the Administrator in its discretion determines that any such
Option is not intended or is no longer intended to qualify as an ISO.

XXII.    LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE.

                  Notwithstanding any other provision of this Plan, no Awards or
Shares of the Common Stock shall be required to be issued or granted under the
Plan unless legal counsel to the Company shall be satisfied that such issuance
or grant will be in compliance with all applicable federal and state securities
laws and regulations and any other applicable laws or regulations. The Committee
may require, as a condition of any payment or share issuance, that certain
agreements, undertakings, representations, certificates, and/or information, as
the Committee may deem necessary or advisable, be executed or provided to the
Company to assure compliance with all such applicable laws or regulations. Any
certificates for Shares of the Common Stock delivered under the Plan may be
subject to such legends, stock-transfer orders and such other restrictions as
the Committee may deem advisable under the rules, regulations, or other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, the NASDAQ National Market System, and
any applicable federal or state securities law. In addition, if, at any time
specified herein (or in any Agreement or otherwise) for (a) the making of any
Award, or the making of any determination, (b) the issuance or other
distribution of Common Stock, or (c) the payment of amounts to or through a
Participant with respect to any Award, any law, rule, regulation, or other
requirement of any governmental authority or agency shall require the Employer,
Travelocity, or any Participant (or any estate, designated beneficiary, or other
legal representative thereof) to take any action in connection with any such
determination, any such Shares to be issued or distributed, any such payment, or
the making of any such determination, as the case may be, shall be deferred
until such required action is taken.

XXIII.   GOVERNING LAW.

                  This Plan shall be construed and enforced in accordance with
the law of the State of Delaware, without giving effect to principles of
conflict of laws.

                                       18