<Page>


                                                                     Exhibit 4.5


                               TRAVELOCITY.COM LP
                  SECOND AMENDED 1999 LONG-TERM INCENTIVE PLAN


<Page>



                             FIRST AMENDMENT TO THE
                               TRAVELOCITY.COM LP
                  SECOND AMENDED 1999 LONG-TERM INCENTIVE PLAN

                  Travelocity.com LP (the "Partnership"), a limited partnership
organized under the laws of the State of Delaware, by resolution of its Board of
Directors adopted the Travelocity.com LP Second 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
Partnership 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.Com LP on April 11, 2002 and is effective on such date.


<Page>



                               TRAVELOCITY.COM LP

                  SECOND AMENDED 1999 LONG-TERM INCENTIVE PLAN

1.       PURPOSE.

                  The Travelocity.com LP Second Amended 1999 Long-Term Incentive
Plan is intended to promote the interests of the Company and its partners
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.

2.       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

<Page>

                  forming a part thereof) maintained by (1) the Company,
                  Travelocity Holdings, Inc. ("Holdings") 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 Company (a "Related Entity"), or Holdings,
                  (b) Travelocity, the Company 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, Holdings, 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) the Parent Corporation, if fifty percent
         (50%) or more of the combined voting power of the Surviving
         Corporation's then outstanding


                                       2
<Page>

         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 Holdings), 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 Holdings 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.

         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.

                                       3
<Page>

         COMPANY means Travelocity.com LP, a Delaware limited partnership.

         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.

                  (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


                                       4
<Page>

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

                                       5
<Page>

         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
         general partner of the Company.

3.       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 the lesser of (a) four million, five
hundred thousand (4,500,000) or (b) seven million (7,000,000) minus the number
of Shares issued or subject to Awards under the Travelocity Holdings, Inc. 1999
Long-Term Incentive Plan ("Holdings LTIP"). 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.

         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 the lesser of (a) 3% of the
total number of Shares of Common Stock outstanding as of such date or (b) 4% of
the total number of Shares of Common Stock outstanding on such date minus the
number of additional Shares issued or subject to Awards under the Holdings LTIP
in connection with the additional annual Award authorization thereunder.
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.

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

                                       6
<Page>

4.       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 (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.

                                       7
<Page>

         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.

5.       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:

         a.       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;

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

         c.       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 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 or a nonemployee director of Sabre (or an affiliate thereof) or
         Preview


                                       8
<Page>

         Travel, Inc., a Delaware corporation, and who subsequently becomes
         employed by or a non-employee director of 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 NQSOs as follows:

         (a)      Up to 20,000 NQSOs when first appointed to the Board of
                  Directors;

         (b)      An additional 1,000 NQSOs at each meeting of the Board of
                  Directors of the Company; and

         (c)      An additional 500 NQSOs at each meeting of an established
                  committee of the Board of Directors of the Company;

         Provided, however, that no grant shall be made to a non-employee
         director under subparagraphs (b) or (c) above unless such director has
         attended the meeting in person, telephonically or otherwise.

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 (i) the
         Plan is approved by the stockholders of Travelocity within 12 months
         before or after the first date any ISO is granted, and (ii) the
         optionee is granted the Option by reason of his employment by a
         corporation, and the Option is granted by the employer corporation or
         its parent or subsidiary corporation, to purchase stock of any of such
         corporations, as specified in

6.       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


                                       9
<Page>

(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 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.

7.       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


                                       10
<Page>

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.

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

9.       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.

10.      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


                                       11
<Page>

         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
         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.

                                       12
<Page>

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 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.

11.      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


                                       13
<Page>

         the time of such termination, shall supersede the definition in this
         Plan with respect to such Participant.

12.      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
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.

                                       14
<Page>

         (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 to the ISO.

13.      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.

14.      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,


                                       15
<Page>

no adjustments shall be made for dividends paid in cash or in property
(including without limitation, securities) of Travelocity.

15.      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.

16.      WITHHOLDING.

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

17.      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.



                                       16
<Page>

18.      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:

         (a)      expand the classes of persons to whom Awards may be made under
                  Section 4, paragraph 2, of the Plan;

         (b)      increase the number of Shares authorized for grant under
                  Section 3 of the Plan;

         (c)      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;

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

         (e)      allow the creation of additional types of awards;

         (f)      permit the reduction of the Exercise Price on an outstanding
                  Option or the base price on a Stock Appreciation Right; or

         (g)      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.

19.      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


                                       17
<Page>

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.

20.      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.

21.      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.

22.      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


                                       18
<Page>

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.

23.      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.

























                                       19