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                                                                     Exhibit 4.6


                           TRAVELOCITY HOLDINGS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


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                             FIRST AMENDMENT TO THE
                           TRAVELOCITY HOLDINGS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                  Travelocity Holdings, Inc. (the "Company"), a Delaware
Corporation, by resolution of its Board of Directors adopted the Travelocity
Holdings, Inc. Employee Stock Purchase Plan effective as of April 1, 2000 (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 2.4 of the Plan shall be amended as follows:

                  "'Company' means Sabre Holdings Corporation, a Delaware
corporation."

                  2. Section 2.14 of the Plan shall be amended by the
replacement of references to "Plan Year" with "Offering Period."

                  3. Section 2.15 of the Plan shall be amended by the
replacement of references to "Common Stock" with "Stock."



                                 * * * * * * * *

                  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.
                          EMPLOYEE STOCK PURCHASE PLAN

                                    ARTICLE I
                                     PURPOSE

         1.1. The Travelocity Holdings, Inc. Employee Stock Purchase Plan is
intended to encourage Eligible Employees of Travelocity Holdings, Inc.
("Holdings") to participate in the ownership of the Company, a subsidiary of
Holdings, through the purchase of Stock in the Company, to provide a common
interest and benefit in the performance of the Company for both the Company
shareholders and Eligible Employees. It is believed that the Plan will
encourage Eligible Employees to remain in the employ of the Employer and will
permit the Employer to better compete with other companies in hiring and
retaining its skilled employees in a highly competitive market.


                                   ARTICLE II
                                   DEFINITIONS

         The following words and phrases shall have the meanings indicated for
the purposes of the Plan:

         2.1. "Affiliate" means any other entity approved by the Board of
Directors in which Holdings 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
Holdings.

         2.2. "Board" or "Board or of Directors" means the Board of Directors of
Holdings.

         2.3. "Committee" means the Plan administration committee designated by
the Board, if any, under Article VII of the Plan.

         2.4. "Company" means Travelocity.com Inc., a Delaware corporation.

         2.5. "Compensation" means base salary, excluding bonuses,
reimbursements, overtime, or other earnings of any kind.

         2.6. "Closing Date" means the last day of each Offering period.

         2.7. "Deferral Balance" means, as of any given date during the Plan
Year, the total amount of money deducted from a Participant's salary during the
Plan Year.

         2.8. "Effective Date" means April 1, 2000.

         2.9. "Eligible Employee" means any person who is an active, regular
full-time employee of the Employer who

                  (a)      receives regular compensation in the form of a
                           weekly, bi-weekly, semi-monthly or monthly salary;



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                  (b)      regularly works at least 20 hours per week;

                  (c)      is not covered by a collective bargaining agreement;

                  (d)      is not a "temporary employee" hired for a limited
                           period of time or for a specified task; and

                  (e)      was an Employee on the first day of the calendar
                           month preceding his desired Entry Date,

         2.10.    "Employee" means any person who is employed by the Employer.

         2.11.    "Employer" means Holdings and any Affiliate who adopts the
                  Plan with Holdings' consent.

         2.12.    "Ending Deferral Balance" means a Participant's Deferral
                  Balance on the Closing Date.

         2.13.    "Entry Date" means the January l or July 1 which falls within
                  each Plan Year.

         2.14.    "Exercise Price" means 85% of the lesser of

                  (a)      the Per-Share Price of the Stock on the first
                           Valuation Date of the Plan Year; or

                  (b)      the Per-Share Price of the Stock on the last
                           Valuation Date of the Plan Year;

         2.15.    "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.

                  (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
                           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

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                           trading day on which Common Stock was traded
                           immediately preceding the applicable date, as the
                           Administrator shall determine in its sole discretion;
                           and

         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.

         2.16. "Holdings" means Travelocity Holdings, Inc., a Delaware
corporation.

         2.17. "Offering Period" means the six-month period ending on June 30
and December 31 each Plan Year; provided, however that the first Offering Period
shall be a short period beginning on the Effective Date and ending on June 30,
2000.

         2.18. "Participant" means an Eligible Employee who has a valid Employee
Stock Purchase Plan Payroll Deduction Agreement on file with the Plan
Administrator.

         2.19. "Per-Share Price" means the closing price per share of the Stock
on any Valuation Date.

         2.20. "Plaza" means the Travelocity Holdings, Inc. Employee Stock
Purchase plan.

         2.21. "Plan Administrator" and "Plan Sponsor" means Travelocity
Holdings, Inc. Travelocity Holding, Inc. may delegate all or any part of its
plan administration duties to the Committee.

         2.22. "Plan Broker" means the person that the Plan Administrator may
designate from time to time to buy and sell Stock under the Plan.

         2.23. "Plan Year" means the calendar year, The first Plan Year shall be
a short year beginning on the Effective Date and ending on December 31, 2000.

         2.24. "Shares" or "Stock" means common stock, par value $.001, of the
Company.

         2.25 "Stock Account" means a Stock ownership account which shall be
established in the name of each Participant by the Plan Broker, Plan
Administrator, or Committee.

         2.25. "Transfer Date" means the date on which Shares shall be
transferred to the Stock Accounts of Participants under the Plan.

         2.26. "Valuation Date" means any business day the Stools is actively
traded on a national securities exchange, over-the-counter market, or National
Association of Securities Dealers Automated Quotation National Market System.


                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

         3.1. Only Eligible Employees shall be entitled to participate in the
Plan. Eligible Employees may enter the Plan as of any Entry Date by timely
completing and submitting to the


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Plan Administrator, on or before the deadline established by the Plan
Administrator from time to time, an Employee Stock Purchase Plan Payroll
Deduction Agreement, which shall be provided to all Eligible Employees by the
Plan Administrator. Each Eligible Employee who wishes to participate in the Plan
shall designate a fixed percentage of his Compensation to be deducted from his
salary for each pay period, which shall be a whole number from 1% to 15% of his
Compensation as of the Entry Date on which the Participant's participation in
the Plan commences for a particular Plan Year.

         3.2. Notwithstanding the foregoing, no Employee shall be permitted to
defer in excess of $15,000 under the Plan in any single Plan Year, and the
aggregate Fair Market Value of Shares transferred to a Participant under the
Plan in any single Plan Year shall not exceed $25,000 (such Fair Market Value to
be determined as of the applicable Transfer Date).

         3.3. Eligible Employees may begin participation effective as of either
January 1 or July 1 each Plan Year, Eligible Employees who do not choose to
begin participation at the time they are first eligible may begin participation
on any subsequent Entry Date.

         3.4. For each Plan Year, the Employer shall deduct and withhold a
percentage of each Participant's Compensation as specified in such Participant's
Payroll Deduction Agreement. No cash contributions shall be permitted.

         3.5. The Plan Administrator shall establish and maintain a record of
each Participant's Deferral Balance. Each Participant's Deferral Balance shall
be increased each pay period by the amount of his salary deduction for such pay
period. No interest or earnings shall accrue on such Deferral Balance.

         3.6. A Participant's Payroll Deduction Agreement shall remain valid
until the end of each Offering Period, and shall be automatically renewed on the
first day of each succeeding Offering Period unless canceled or modified by the
Participant.

         3.7. Except as otherwise provided herein, a Participant's Payroll
Deduction Agreement shall be irrevocable for the Offering Period in question and
the Participant may not increase or decrease the amount specified in his Payroll
Deduction Agreement during the Offering Period. However, a Participant may
terminate his Payroll Deduction Agreement under the term of Article VI. A
Participant may increase or decrease the amount of his salary deduction to be
effective on the first day of each succeeding Offering Period.

         3.8. All amounts deducted from each Participant's salary under the Plan
shall be maintained as part of the general assets of the Plan Sponsor until the
Stock is actually allocated to the Participant's Account.


                                   ARTICLE IV
                         STOCK PURCHASES AND ALLOCATION

         4.1. Subject to Section 3.2, each Eligible Employee who is a
Participant in the Plan as of the Closing Date shall have credited to his Stock
Account on the Transfer Date, a number of Shares of Stock, equal to such
Participant's Ending Deferral Balance divided by the Exercise Price. All costs
and expenses associated with the acquisition and initial transfer of the Stock
on


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the Transfer Date (including the additional cost per share of Stock as well as
all administrative fees and commissions) shall be paid by the Playa Sponsor. The
Plan Sponsor's contributions to the Plan shall be, fully taxable to the
Participant as additional wages but shall not be deemed part of the
Participant's compensation for purposes of any other employee benefit plan.

         4.2. Subject to Section 3.2, upon the allocation of Stock to each
Participant's Stock Account, such Participant's Deferral Balance shall be
reduced by the amount used to purchase the Shares of Stock as set forth in
Section 4.1.

         4.3. The Transfer Date shall be designated on or before the Closing
Date by the Plan Administrator in its sole discretion. The Transfer Date as
established by the Plan Administrator shall be any date which falls between the
last Valuation Date of the Offering Period and the tenth business day after the
Closing Date, inclusive.

         4.4. Notwithstanding anything to the contrary herein, curtailments or
suspension of purchases or sales of Stock hereunder maybe made at any time when
such purchases or sales could, in the judgment of the Plan Sponsor or Plan
Broker, contravene or be restricted by any applicable regulations,
interpretations, or orders of the Securities and Exchange Commission or any
other governmental commission, agency, instrumentality, court, securities
exchange, the National Association of Securities Dealers or any applicable stock
exchange rules, and neither the Company, Plats, Sponsor, Employer, Plan
Administrator, or Committee shall be accountable or liable for failure to make
purchases or sales at such times. In addition, the issuance of Stock hereunder
is further conditioned upon the registration of the Stock to be issued with the
Securities and Exchange Commission. In no event shall any Stock be issued
hereunder prior to the effective date of registration with the Securities &
Exchange Commission.


                                    ARTICLE V
                                 STOCK OWNERSHIP

         5.1. Each person for whom the Plan Broker or Plan Administrator
maintains a Stock Account shall have an unrestricted ownership interest in all
Shares of Stock held in his Stock Account. All whole Shares of Stock held in
such Stock Account may be sold by such person at any time. Such person may
utilize the services of the Plan Broker, or any other registered stock broker of
his choice, to effectuate the sale of any or all of the Shares in his Stock
Account. All costs of sale, including all commissions and transfer taxes, shall
be paid by the seller. In making such sales, the Plan Broker may combine such
shares with shares of other Participants who have made, or on whose behalf
similar requests have been made, for purposes of sale, in which case the net
proceeds to each Participant (or his legal representative) will be based on the
average sales price realized on all such sales. Such sales may be made on any
securities exchange to which the Stock is admitted to trading, in the NASDAQ
National Market System, in the over-the-counter market or in negotiated
transactions and on such terms as to price, delivery and otherwise as the Plan
Broker may, in its sole and absolute discretion, determine.

         5.2. Each person for whom the Plan Broker maintains a Stock Account may
receive, upon request and at his own expense, stock certificates evidencing his
ownership of Stock in the Company, which shall be issued in such person's name.
Stock certificates shall be issuable for whole shares only. Fractional shares
will be paid in cash. The fee for issuing such certificates


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shall be established by the Plan Broker. Upon issue, the number of Shares which
are evidenced by such stock certificates shall be deducted from such person's
Stock Account. Shares evidenced by such certificates may be sold through the
Plan Broker or the broker of such person's choice.

         5.3. Dividends paid on Shares held in a Stock Account shall be
automatically reinvested in additional Shares of Stock, to be added to such
Stock Account. Any commissions which are applicable to such dividend stock
purchases shall be borne by the holder of the Stock Account and shall be
automatically deducted from such dividends before additional Stock is purchased.

         5.4. No Participant Shall have any ownership interest in Stock which
has not been allocated to such Participant's Stock Account, and no Participant
shall be considered to have any tangible or intangible option or right to
purchase Stock at a given price prior to the applicable Transfer Date. No
adjustments shall be made for dividends, distributions, or other rights for
which the record date is prior to the applicable Transfer Date.

         5.5. Any Stock Account established for a Participant under the Plan may
be used only for the trading of Shares of Stock.


                                   ARTICLE VI
                           WITHDRAWAL AND TERMINATION

         6.1. A Participant may cancel his Payroll Deduction Agreement at any
time during on Offering Period. Upon such cancellation such Participant shall be
paid a sum of money equal to his Deferral Balance at the time of the
cancellation, without interest, and such Participant shall not be entitled to
receive an allocation of Stock on the Transfer Date. Any Participant who cancels
his Payroll Deduction Agreement shall be ineligible to participate in the Plan
for the remainder of the Offering Period.

         6.2. Any Participant who ceases to be an Eligible Employee for any
reason shall be paid a sum of money equivalent to his Deferral Balance at the
time his eligibility ceases, without interest, and shall not be entitled to
receive an allocation of Stock relating to such returned salary deductions. Any
Participant removed from the Plan under this paragraph 6.2 may reenter the Plan
on any Entry Date following the date, if any, on which he again becomes an
Eligible Employee.

         6.2. In the event of the death of a Participant, a sum of money
equivalent to such Participant's Deferral Balance at the time of his death,
without interest, shall be paid to said Participant's estate and/or personal
representative, and such Participant's estate and/or personal representative
shall not receive any further grants of stock under the Plan. All assets in said
Participant's Stock Account will remain in his Stock Account until the person
with whom such Participant has elected a joint account with right of
survivorship, or his estate's legal representative requests delivery of said
assets from the Plan Broker and submits such documentation as may be required to
show proof of entitlement thereto.

         6.3. Any Participant for whom the Plan Broker maintains a Stock Account
shall be entitled to hold his Shares in such Stock Account with the Plan Broker
regardless of his


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continued eligibility or participation in the Plan, subject to such rules as the
Plan Broker may establish.


                                   ARTICLE VII
                                 ADMINISTRATION

         7.1. The Plan Administrator shall have complete discretion and
authority to interpret and construe the Plan, to decide all questions of
eligibility and benefits (including any underlying factual determinations), and
adjudicate all claims and disputes. The Plan Administrator may delegate its
duties to a Committee of two or more persons designated by the Board of
Directors to administer the Plan pursuant to the terms of this Article VII. The
Plan Administrator may engage the services of third parties (including the Plan
Broker or one or more third patty administrators) to render advice or provide
such services as are necessary or appropriate to administer the Plan.

         7.2. The Plan Administrator or its designee may acquire the Stock to be
allocated to the Participants under the Plan by direct issuance from the Company
of authorized but unissued shares, treasury shares, transfer from an Affiliate,
private purchase, or purchase on such exchange or market where the Stock is
publicly traded. Such Stock may be acquired by the Plan Administrator, in its
sole discretion, at any time prior to the applicable Transfer Date, in which
case it will be exclusively owned and held in the name of the Plan Sponsor until
such time as it may be transferred under the terms of the Plan to one or more
Participants' Stock Accounts. Prior to such, transfer, the Plan Sponsor shall
retain all rights of ownership in such Stock, and shall be entitled to receive
all dividends which may be paid thereon and to exercise any voting rights
attributable thereto.

         7.3. Stock held by the Plan Administrator in anticipation of its
obligations under the Plan shall be freely transferable at the discretion of the
Plan Administrator prior to its allocation to one or more Participants' Stock
Accounts. Such Stock shall not be considered or construed to be held in trust
for the benefit of any Eligible Employee or Participant. Furthermore, no
Participant or Eligible Employee shall have any ownership interest in such
Stock, actual or beneficial, prior to the actual transfer of such stock to his
Stock Account on the applicable Transfer Date.

         7.4. To the fullest extent permitted by law, no member of the Committee
shall be liable to any person for any action taken or omitted in connection with
the interpretation and administration of this Plan, unless attributable to his
own gross negligence or willful misconduct. To the maximum extent required or
permitted under the Delaware General Corporation Law as presently in effect and
as hereafter amended from time to time, the Plan Sponsor shall indemnify the
members of the Committee against any and all claims, losses, damages and
expenses, including any amounts paid in settlement with the Committee's approval
and any attorney's fees, arising from their action or failure to act in
administering the Plan.

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                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

         8.1. The Plan Sponsor, in its sole discretion, acting either through
its Board or any authorized officer, may amend, modify, suspend, or terminate
the Plan at anytime. In addition, the Committee may amend the Plan as long as it
determines that any such amendment either (a) is necessary or appropriate to
comply with applicable law, or (b) does not materially increase the costs of the
Plan Sponsor. In the event the Plan is terminated, each Participant shall be
paid an amount of money equal to his Deferral Balance, without interest, and
shall not be entitled to receive any Subsequent allocation of Stock under
the Plan.


                                   ARTICLE IX
                       RECAPITALIZATION OR REORGANIZATION

         9.1. If the Company and Plan Sponsor shall be the surviving
corporations in any merger, consolidation, or reorganization, this Plan shall
continue, subject to the provisions of Article VIII. In such event, the Board of
Directors of the Plan Sponsor shall make such adjustments in the Per-Share
Price, or in the number of Shares which may be purchased under the Plan, as it
may determine to be appropriate in its sole discretion. In the event of a
dissolution, liquidation or merger of the Company or the Plan Sponsor in which
the Company or the Plan Sponsor is not the surviving entity, this Plan shall
terminate and each Participant shall receive cash equal to his Deferral Balance,
without interest, and shall not be entitled to receive any subsequent
allocations of Stock under the Plan.


                                    ARTICLE X
                                  MISCELLANEOUS

         10.1. The Plan shall not be construed to give any Employee the right to
be retained in the employ of the Employer. The Employer retains the unqualified
right to terminate the employment of any Employee at any time.

         10.2. No right, title or interest of any kind in the Plan shall be
transferable or assignable by any Participant or be subject to alienation,
anticipation, encumbrance, garnishment, attachment, execution or levy of any
kind, whether voluntary or involuntary, nor subject to the debts, contracts,
liabilities, engagements, or torts of the Participant. Any attempt to alienate,
anticipate, encumber, sell, transfer, assign, pledge, garnish, attach or
otherwise subject to legal or equitable process, or to dispose of any interest
in the Plan, shall be void.

         10.3. In the event that any provision of this Plan shall be declared
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions of this Plan but shall be fully severable and
this Plan shall be construed and enforced as if said illegal or invalid
provision had never been a part of this Plan.

         10.4. The article and section headings are included only for
convenience of reference and are not to be taken as limiting or extending the
meaning of any of the terms or provisions contained herein. When appropriate,
words used in the singular shall include the plural and the plural shall include
the singular. As used herein, the masculine gender includes the feminine gender.

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         10.5. The validity and effect of this Plan and the rights and
obligations of all persons affected hereby shall be construed and determined in
accordance with the laws of the State of Delaware, unless superseded by federal
law.


                                   ARTICLE XI
                           TAX STATEMENTS; WITHHOLDING

         11.1. The Employer's subsidy for the purchase of Stock (i.e., the
difference between the Fair Market Value of Share allocated to a Participant and
such Participant's Ending Deferral Balance), plus each Participant's pro rata
share of brokerage commissions paid on their behalf by the Employer in
connection with the original allocation of the Stock, will be reported on the
appropriate form or forms to the Internal Revenue Service and to all
Participants. The Employer shall withhold from each Participant's earnings
income tax, social security taxes and other taxes required to be withheld with
respect to such amounts. In the event a Participant's earnings are insufficient
to satisfy such withholding requirements, the Plan Administrator shall have the
right to effect the sale of Stock in such Participant's Stock Account to satisfy
the deficiency, or take any other action necessary to fulfill such obligation.


                                   ARTICLE XII
                                 EFFECTIVE DATE

         12.1. The Plan shall become effective as of April 1, 2000, subject to
the approval of the Board of Directors aid the board of directors of the
Company.

























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