UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-K

(Mark One)
X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934
   For the fiscal year ended December 31, 2000
                             -----------------

                                       OR

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934
   For the transition period from                to
                                  --------------    --------------

   Commission file number        1-13153

                           Galileo International, Inc.

------------------------------------------------------------------------
         (Exact Name of Registrant as Specified in Its Charter)

                    Delaware                     36-4156005
------------------------------------------------------------------------
          (State or Other Jurisdiction          (IRS Employer
        of Incorporation or Organization)    Identification No.)

      9700 West Higgins Road, Suite 400, Rosemont, Illinois 60018
------------------------------------------------------------------------
      (Address of Principal Executive Offices, Including Zip Code)

                               (847) 518-4000

------------------------------------------------------------------------
          (Registrant's Telephone Number, Including Area Code)

                                       N/A

------------------------------------------------------------------------
    (Former Name, Former Address and Former Fiscal Year, if Changed
                           Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class            Name of each exchange on which
                                                   registered
         -------------------            ------------------------------
  Common Stock, par value $.01 per          New York Stock Exchange
                share                        Chicago Stock Exchange

  Preferred Stock Purchase Rights           New York Stock Exchange
                                             Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate  by check  mark  whether  the  registrant:  (1) had filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes X   No
<PAGE>

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

The  aggregate  market  value  of the  voting  and  non  voting  stock  held  by
non-affiliates  of  the  registrant  as  of  March  9,  2001  was  approximately
$1,704,000,000. At March 9, 2001, there were 87,873,919 shares of  Common Stock,
par value $.01 per share, of the registrant outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K  incorporates by reference  certain  information from
the Proxy  Statement to be filed for the Annual  Meeting of  Stockholders  to be
held on May 17, 2001.


<PAGE>

                           GALILEO INTERNATIONAL, INC.
                          YEAR ENDED DECEMBER 31, 2000
                                      INDEX

                                                                    PAGE
                                                                    ----

PART I

  ITEM 1.    BUSINESS                                                1
  ITEM 2.    PROPERTIES                                              13
  ITEM 3.    LEGAL PROCEEDINGS                                       13
  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     13

PART II

  ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED       14
                    STOCKHOLDER MATTERS
  ITEM 6.    SELECTED FINANCIAL DATA                                 15
  ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL       17
                    CONDITION AND RESULTS OF OPERATIONS
  ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET   26
                    RISK

  ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA             27
  ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON        58
                    ACCOUNTING AND FINANCIAL DISCLOSURE

PART III

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT       58
  ITEM 11.  EXECUTIVE COMPENSATION                                   58
  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND      58
                    MANAGEMENT

  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           58

PART  IV

  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS     59
                    ON FORM 8-K



<PAGE>

PART I
ITEM 1.  BUSINESS

     Galileo  International,  Inc.,  which  was  incorporated  in the  state  of
Delaware on May 13, 1997, is one of the world's leading  providers of electronic
global  distribution  services  ("GDS")  for the  travel  industry  utilizing  a
computerized  reservation system ("CRS").  We are also a provider of information
technology services that draw upon our in-depth knowledge of the travel industry
and  our  expertise  in  developing  and  operating  complex,   mission-critical
transaction   processing  systems.   In  addition,   through  our  wholly  owned
subsidiary, Quantitude, Inc. ("Quantitude"), we have begun to provide enterprise
networking  services  to  several  customers  both in and  outside of the travel
industry. Prior to the consummation of our initial public offering in July 1997,
we were a partnership owned by direct or indirect subsidiaries of 11 major North
American and European airlines.

     Through our Apollo(R) and Galileo(R)  computerized  reservation systems, we
provide travel agencies at approximately  42,000  locations,  numerous  Internet
travel sites,  as well as  corporations  and consumers who use our  self-booking
products,  with the  ability  to  access  schedule  and fare  information,  book
reservations  and issue  tickets  for more than 500  airlines.  We also  provide
subscribers with information and booking capabilities covering  approximately 40
car rental companies and more than 200 hotel companies with approximately 47,000
properties throughout the world. We completed approximately 345 million bookings
in 2000,  representing  approximately $80 billion in travel services provided by
travel  suppliers.  Our travel  agency  subscribers  use  approximately  178,000
computer  terminals,  all of which  are  linked to our Data  Center,  one of the
world's  largest  commercial  data  processing  complexes,  with a system uptime
performance record of better than 99.9%.

     We operate in 107  countries and have  significant  market share in markets
throughout the world, including the United States, Canada, Europe, Asia/Pacific,
the  Middle  East and  Africa.  Our strong  global  presence  has  enabled us to
continuously  expand in markets outside the United States.  Today  approximately
61% of our distribution  revenues are generated outside the U.S. In the U.S., we
strengthened our position in the traditional travel agency distribution  channel
in 2000 and have aggressively pursued new opportunities in the online channel.

     Believing that the public market is not appropriately valuing our financial
performance,  cash flow generation and growth prospects, we announced on October
20, 2000 that our Board of Directors authorized  management to explore strategic
alternatives for the Company designed to maximize  shareholder  value. Our Board
of Directors  has engaged J.P.  Morgan Chase & Co. as its  financial  advisor to
assist  in its  review of  several  options  including,  but not  limited  to, a
leveraged  buyout or sale to a strategic  buyer.  We make no assurance  that any
transaction will be completed. (1)

ELECTRONIC GLOBAL DISTRIBUTION SERVICES - STRATEGY

     We intend to  strengthen  our position as a leading  provider of electronic
global  distribution  services and to continue to capitalize on our  competitive
advantages,  the key elements of which are: (i) a diversified  global  presence,
(ii)  established  relationships  with a diverse  group of travel  suppliers and
subscribers,  (iii) a technologically-advanced  information system operated by a
highly skilled  technical  staff,  (iv) a  comprehensive  offering of innovative
products,  and (v)  Internet-based  initiatives  with  unique  appeal  to travel
consumers, agencies and suppliers.

     We distribute our products through a combination of our own local sales and
marketing  offices and a network of non-owned  national  distribution  companies
("NDCs").  This  distribution  network enables us to efficiently and effectively
market our  products to the  subscriber  community  and provides us with a local
presence  in  markets  throughout  the  world.  Our  extensive  global  business
experience provides a firm base

-----
(1) See Statement Regarding Forward-Looking Statements on page 25.


                                       1
<PAGE>

for continued  expansion in new and existing markets.  We continue to strengthen
our presence in developing and emerging  markets that provide  excellent  future
growth opportunities,  such as Eastern Europe, Africa, the Middle East and Asia.
We believe  that  in-depth  knowledge  of the local  travel  markets in which we
distribute our products is essential to developing and strengthening our ties to
travel suppliers and the local travel agencies that generate significant booking
volumes.  We will continue to assess  opportunities  to acquire  distributors in
mature,  highly  automated  markets,  where we can realize  attractive  economic
returns and enhance our customer service. (1) Consistent with this strategy,  in
April 2000 we acquired Travel  Automation  Services Limited  ("Galileo UK"), our
NDC in the United Kingdom, from British Airways Plc. This acquisition raised the
number of wholly owned sales and  marketing  organizations  to 18,  representing
approximately 68% of our distribution.

     We strive to provide  valuable  products and superior  customer  service in
order to strengthen relationships with our established base of travel agency and
travel  supplier  customers and to attract new customers to our core  electronic
global distribution services business. (1)

     In 2000, we continued our tradition of developing  innovative  products and
services for our travel agency customers to use to remain competitive,  increase
efficiency  and  better  serve  their  customers.  In doing  so, we  focused  on
leveraging  the many  opportunities  the  Internet has created that enable us to
open access to our CRS and to integrate  valuable  Web-based travel content into
our products.  The new solutions include:  Galileo Wireless(TM),  the industry's
first-to-market  suite of  travel  management  services  for  wireless  devices;
Galileo  e-Agent(TM),  a pre-defined  Internet portal that provides an organized
and convenient portal for retrieving  pertinent travel  information and bookable
content via the Internet;  Galileo  e-Cruise,  an Internet  cruise shopping tool
that allows  agents to search,  price,  book,  secure  payment and cancel cruise
bookings;  XML Select(TM),  a structured data application  programming interface
that allows travel agencies,  third-party  suppliers,  consolidators  and travel
industry-related   e-commerce  and  software  developers  to  create  their  own
high-volume  Web  booking  engines  and  server-based  applications  working  in
conjunction with our CRS; and Galileo ViewTrip,  an Internet information service
tool that provides  travelers  access to their  personal  itinerary  online,  in
realtime, 24-hours a day, seven-days a week, from anywhere in the world. Also in
2000, we announced the United Kingdom  launch of our RailMaster  product for the
French  national  rail  company,  Societe  Nationale des Chemins de Fer Francais
("SNCF"). RailMaster provides a direct link between the Galileo CRS and the SNCF
host system,  giving travel agents in the United Kingdom direct access to French
domestic and international rail services.

     Our  commitment  to  online  activities  was  strengthened  in 2000.  After
acquiring a 19% stake in TRIP.com,  Inc.  ("TRIP.com") in 1999, we purchased the
remaining ownership interest in early 2000 for $214.4 million in a combined cash
and stock  transaction.  TRIP.com is an  award-winning  one-stop  online  travel
services and technology provider.  During the second half of 2000, TRIP.com made
available to our agency customers flightTRACKER,  an online flight tracking tool
that  tracks  airline and  general  aviation  aircraft in route over the U.S. by
location and arrival  time.  This tool is available on the desktop of our travel
agency  customers  and allows  agencies to enhance the services  they provide to
their  customers  and  remain   competitive  by  leveraging  the   technological
advancements that the Internet and TRIP.com provide.  In 2001, TRIP.com plans to
re-launch  its Web site with an improved  design,  enhanced  booking  engine and
enhanced   site   architecture,   designed   to   provide  a  faster   and  more
customer-focused travel booking experience. (1)

     In furthering  our  commitment to supporting  travel  agencies,  in 2000 we
launched  TravelGalileo.com(TM),  a  travel  agency  Web  portal  that  combines
e-commerce  with the  professional  services of a  customer's  preferred  travel
consultant.  TravelGalileo.com is designed to be an easy-to-implement additional
point of presence on the Web for participating  agencies,  serving as a seamless
extension   of   their   traditional   `brick-and-mortar'   offices.   To  date,
approximately  800  agencies  are  registered  to  participate  on the site.  In
addition, we were chosen as the booking engine behind Beyoo.com,  a pan-European
online

-----
(1) See Statement Regarding Forward-Looking Statements on page 25.


                                       2
<PAGE>

travel  portal and  Biztravel.com,  a leading  online  travel  company.  We also
entered into an agreement  with  TelMe.com  Plc, a United  Kingdom  Internet and
e-commerce services provider. Under this agreement,  TelMe.com Plc has agreed to
use and  offer the  Galileo  system  as the  exclusive  CRS  behind  its  online
offerings in the United Kingdom,  the Middle East,  Southern Africa and a number
of European countries.

     We intend to continue the development and deployment of our products in the
marketplace.  (1) In 2000,  we added  Galileo  e-Agent,  Galileo  e-Cruise,  and
TRIP.com's  flightTRACKER to our  Viewpoint(TM)  product,  the  first-to-market,
complete  graphical user interface  booking system for air, hotel and car rental
reservations, that was introduced to the marketplace in 1998. Viewpoint has been
installed in over 28,000 travel agency  locations  worldwide,  and we are adding
about 1,000 new Viewpoint users each month. (1)

     In addition to being the CRS of choice for many of today's  leading  travel
management companies, we are also the CRS of choice among several of the Fortune
500 and other  leading  corporations  throughout  the world.  We believe that we
excel in serving  corporate  customers by continually  introducing  leading-edge
technologies  and by listening  and  responding  to customer  needs.  By working
strategically  with customers  through  vehicles such as our Corporate  Advisory
Board,  we count  among  our  customers  and  advisory  board  members  industry
stalwarts such as Deloitte & Touche, EMC, Hewlett Packard, Nike and Oracle.

     In 2000,  we  announced  several  new  products  focused  on the  important
corporate travel market. In June, we successfully launched Galileo Wireless, the
industry's  first-to-market  suite of travel  management  services  for wireless
devices.   In  addition  to  other  features,   Galileo  Wireless  gives  mobile
professionals access to their full itineraries, as well as the ability to change
flight  reservations  on their wireless  device.  We also announced the debut of
Corporate   Travelpoint(TM)   2.0,  the  next-generation   global  solution  for
integrated  corporate  travel  management.  Expected  to be  available  in 2001,
Corporate  Travelpoint  2.0  will  be an  advanced  Internet  travel  management
solution  developed for  corporations  that need to effectively  manage numerous
preferred  travel supplier  agreements and extensive  corporate travel policies.
(1) Galileo Wireless and Corporate  Travelpoint 2.0 are being marketed  directly
to corporations and through travel agencies.

     We intend to continue to pursue opportunities to further open up our CRS to
distribute  travel anytime,  anywhere,  through a variety of means.  (1) We will
continue to develop leading  technologies,  integrate  additional travel content
into our products,  further  strengthen  our  relationships  with our agency and
supplier  customers  and maintain our position as a leading  market maker in the
integrated electronic travel distribution marketplace. (1)

     Throughout 2000, we made investments in several  technology  companies that
complement our core product  offerings,  support our technology  infrastructure,
and/or facilitate our applications development. These investments include equity
interests in EncrypTix, Inc., a provider of highly secure,  authenticated online
printing technologies,  and Passkey.com,  Inc., a leading provider of integrated
Web-based  group housing and travel  solutions  for the meetings and  convention
industry.  We expect to  continue  this  strategy  of  investing  in  technology
companies that help us increase the value delivered to our customers. (1)

ELECTRONIC  GLOBAL   DISTRIBUTION   SERVICES  -  CUSTOMER  BASE:  TRAVEL
SUPPLIERS AND SUBSCRIBERS

     We derive substantially all of our electronic global distribution  services
revenues from booking fees paid by travel  suppliers.  Travel  suppliers  store,
display, manage and sell their services through our systems.  Airlines and other
travel  suppliers are offered varying levels of  functionality at which they can
participate in our systems, Apollo in North America and Japan and Galileo in the
rest of the world. In 2000,  approximately  92% of our booking fee revenues were
generated from airlines.

------
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       3
<PAGE>

     The booking fee  structure  for airlines  varies based upon the location of
the subscriber  generating  the booking.  For bookings made in North America and
Japan, we charge airlines a fee per transaction, and thereby earn a separate fee
for each booking and for each cancellation.  In the rest of the world, we charge
airlines a booking fee per "net  booking".  In that case,  we earn a fee for net
bookings (gross bookings less cancellations).  Globally,  car, hotel and leisure
travel suppliers are generally charged a fee per net booking. We charge premiums
for higher levels of functionality selected by the travel suppliers. Nearly 100%
of our booking  fees are billed in U.S.  dollars,  which  limits our exposure to
fluctuations in other currencies against the U.S. dollar.

     We also offer products to travel agencies and other subscribers that enable
them to  electronically  locate,  price,  compare and purchase travel suppliers'
services through our systems. By accessing the electronic marketplace created by
our systems, the subscriber is able to obtain schedule, availability and pricing
information,  and purchase travel  services from multiple  travel  suppliers for
complex travel itineraries. Our product and service offerings to travel agencies
also  facilitate  internal  business  processes  such  as  quality  control  and
operations and financial information management. Increasingly, this includes the
integration of products and services from  independent  parties that  complement
our core product and service offering.

     Travel  agencies  access our systems using hardware and software  typically
provided by us or an NDC,  although travel agencies can choose to purchase their
own  hardware  and  certain  software.  We and the NDCs also  provide  technical
support and other  assistance to the travel  agencies.  Through the NDCs and our
internal  sales and marketing  offices,  we have  developed  relationships  with
travel agencies of all sizes throughout the world. Multinational travel agencies
constitute an important  category of  subscribers  because of the high volume of
business that can be generated through a single relationship. Bookings generated
by our five largest travel agency customers constituted 22% of the bookings made
through our systems in 2000.

     With  the rise in  popularity  of  personal  computers,  commercial  online
services and other means of Internet access,  individual consumers  increasingly
have the ability to purchase  services  directly from travel suppliers that have
electronic distribution capability. We have therefore developed products such as
Galileo  Passport(TM),  Travelpoint.com  and XML  Select,  that  provide  travel
suppliers,  agencies and other third parties with the ability to create websites
and distribute their products directly to consumers.

ELECTRONIC GLOBAL DISTRIBUTION SERVICES - PRODUCT DISTRIBUTION

     We distribute  our products to subscribers  primarily  through our internal
sales and  marketing  organization  and our NDCs.  Our local sales and marketing
groups  distribute our products in North America,  the United Kingdom,  Belgium,
France, Germany, Spain, Portugal, the Netherlands, Switzerland, Sweden, Finland,
Norway,  Russia, Hong Kong,  Singapore,  the Philippines,  Brazil and Venezuela.
Bookings made in these countries collectively accounted for approximately 68% of
our 2000 bookings.

     In markets not supported directly by our sales and marketing  organization,
we utilize an NDC structure,  where feasible,  in order to take advantage of the
NDC partner's local market knowledge. The NDC is responsible for cultivating the
relationship with subscribers in its territory, installing subscribers' computer
equipment, maintaining the hardware and software supplied to the subscribers and
providing  ongoing customer  support.  The NDC earns a share of the booking fees
generated in the NDC's territory,  as well as all subscriber fees billed in that
marketplace.

     NDCs,  which are typically owned or operated by the national airline of the
relevant country or a local travel-related business, accounted for approximately
32% of our booking volume in 2000.

     We and our NDCs  distribute  products  such as  Travelpoint.com  to  travel
agencies for use by their  corporate and individual  customers.  We and our NDCs
also distribute our products to certain Internet-


                                       4
<PAGE>

based  travel  service  providers.  The Internet  sites of those travel  service
providers allow individual consumers direct access to our systems and provide us
with an additional means of generating booking fees.

ELECTRONIC GLOBAL DISTRIBUTION SERVICES - COMPETITION

     Our  primary  competitors  consist  of  three  global  distribution  system
companies:  Sabre,  Amadeus  and  Worldspan  and to a  lesser  extent,  regional
reservation  systems  including  Abacus,  Axess,  Infini and  Topas.  Additional
competition  includes  other  travel  infrastructure  companies  such as Pegasus
Systems and Datalex and firms that operate in the virtual travel services sector
such as Expedia and Travelocity. We have a strong presence in markets throughout
the world,  ranking first or second in every market except Latin America.  Sabre
and Worldspan are  primarily  concentrated  in the U.S. and Amadeus is primarily
concentrated in Europe and Latin America.

     Competition to attract and retain travel agency subscribers is intense. The
failure  to renew  travel  agency  contracts  or obtain  new  subscribers  could
negatively impact our business. In highly competitive markets, we and other CRSs
offer incentives to travel agency subscribers if certain productivity or booking
volume growth targets are achieved.  Although continued  expansion of the use of
such incentive payments could adversely affect our profitability, our failure to
continue to make such incentive payments could result in the loss of some travel
agency subscribers. If we were to lose a significant portion of our current base
of travel  agencies to a competing CRS or if we were forced to further  increase
the amounts of such incentive payments  significantly,  our business,  financial
condition and results of operations could be materially adversely affected. (1)

ELECTRONIC GLOBAL DISTRIBUTION SERVICES - INDUSTRY REGULATION

     Our GDS business is subject to regulation  primarily in the United  States,
the European Union and Canada.  Each  jurisdiction's  rules are largely based on
the same set of core premises:  that a CRS must treat all participating airlines
equally, whether or not they are owners of the system; that airlines owning CRSs
must  not  discriminate  against  the  CRSs  they  do  not  own;  and  that  CRS
relationships  with travel  agencies  should not be an impediment to competition
from other CRSs or to the  provision  of  services to the  traveler.  While each
jurisdiction has focused on the CRS industry's role in the airline industry, the
U.S.  CRS Rules and the EC CRS Rules have the  greatest  impact on us because of
the volume of business  transacted  by us in the United  States and the European
Union. Neither  jurisdiction  currently seeks to regulate CRS relationships with
non-airline  participants  such as  hotel  and car  rental  companies,  although
changes to the EC CRS Rules  effective  March 15, 1999 allow CRSs to incorporate
rail services into CRS displays and such rail services are therefore  subject to
certain sections of the EC CRS Rules.

     The U.S. CRS Rules, among other things,  prohibit a CRS that is owned by an
airline or an  airline  affiliate  from  entering  into  contracts  with  travel
agencies that contain exclusivity clauses or that require the agency to maintain
a certain percentage of computer terminals or bookings from a particular CRS.

     In several  respects,  the United States and European Union regulators have
reached  similar  conclusions   regarding  the  appropriate  means  of  ensuring
achievement of desired  results.  Both  jurisdictions  recognize that there is a
possibility  that  subscribers  will  book  flights  which  appear  early  on in
availability  displays, as they may be reluctant to read through all information
presented  in  subsequent  displays.  Accordingly,  both  jurisdictions  require
systems to provide airline  displays for travel agencies that are ordered on the
basis of neutral  principles and that all airlines must be charged the same fees
for the same level of  participation.  The EC CRS Rules go further  and  require
that fees must be reasonably  structured and  reasonably  related to the cost of
the service provided and used. Moreover,  under EC CRS Rules,  airlines have the
ability to disallow  certain  types of  bookings,  unless they have already been
accepted.

-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       5
<PAGE>

     Both the United States and European  Union  regulators  seek to redress the
potential that a CRS used for internal reservation purposes would offer a travel
agency  subscriber  superior access to the hosted airline and inferior access to
all other airlines.  The EC CRS Rules mandate a separation  between the internal
reservations  functionality  and the  functionality  used by travel  agencies to
provide neutral information,  and require annual confirmation of compliance with
this rule,  among  others,  by  independent  auditors.  While the U.S. CRS Rules
contain several principles  outlining the requirement of unbiased displays,  the
EC CRS  Rules  prescribe  a  specific  formula  that a CRS must use to order its
display of  flights.  The U.S.  CRS Rules also  require  functional  equivalence
between the functionality offered to airlines whose internal reservation systems
are hosted in the CRS and those provided to all other airlines. The EC CRS Rules
require the CRS owner  airlines to provide the same data, and accept and confirm
bookings with equal  timeliness in all CRSs,  when  requested to do so. The U.S.
CRS Rules contain no counterpart to the European requirement that subscribers be
offered access to the CRS on a  nondiscriminatory  basis.  Although the U.S. CRS
Rules  extend  only to use of CRSs  by  travel  agencies  (and do not  apply  to
products  distributed  directly to corporate  travel  departments and individual
consumers),  European and Canadian rules apply to all  subscriber  uses of CRSs,
whether by travel agencies, individuals or corporate travel departments.

     The U.S. CRS Rules are currently  under review.  In our historical  role as
provider of two distinct systems, Apollo in North America and Japan, and Galileo
in the rest of the world, we have developed  familiarity  with the  requirements
and approval procedures of each regulatory jurisdiction,  and are experienced in
addressing regulatory issues as they arise. To the extent CRS rules are proposed
or adopted by other  countries,  we expect they will be similar to the  existing
rules in other jurisdictions.

INFORMATION SERVICES - STRATEGY

     We offer information  services that draw upon our in-depth knowledge of the
travel  industry  and  our  expertise  in  developing  and  operating   complex,
mission-critical   transaction  processing  systems.  We  operate  the  internal
reservation system used by United Airlines and operate GlobalFares(TM),  a fares
quotation system used by approximately 100 airlines worldwide.

     As a result of developing and operating one of the world's largest CRSs, we
have  acquired  significant  knowledge  of, and  experience  in, both the travel
business and the information technology business.  This knowledge and experience
has  created  a basis  from  which  we have  been  able to  provide  a range  of
specialized  information  technology solutions to airlines throughout the world.
We refine our  information  technology on a regular basis in order to maintain a
cost-effective   system  that  is  fully  integrated  from  travel  supplier  to
subscriber  and  is  tailored  to  individual  customer  needs.  We  utilize  an
architecture with open standard interfaces and protocols to ensure the efficient
distribution  of information  among users.  We currently  provide fare quotation
services,  internal reservation services, other internal management services and
software development services to such airlines.

     We currently provide fare quotation  services through our GlobalFares fares
quotation  system to  airlines  throughout  the  world.  GlobalFares  is used in
conjunction with each airline's internal reservation system and provides pricing
information,  addressing  the  challenges  and  complexities  of real-time  fare
quotation  processing.  In 2000, we entered into an agreement with EDS and began
joint  development of the next  generation of our  GlobalFares  system that will
provide   airlines  with  a  more  seamless  method  of   distributing   airfare
information. We believe that the new GlobalFares system, when completed, will be
one of the most competitive  products in the travel industry,  encompassing more
features of the Airline Tariff Publishing  Company  automated rule,  routing and
footnote products than used by any other CRS. (1)

-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       6
<PAGE>

     We also provide  internal  reservation  services to United  Airlines.  Such
services  include the display of schedules and  availability,  the  reservation,
sale and  ticketing of travel  services and the display of other  travel-related
information  to United  Airlines'  airport  offices,  city  ticket  offices  and
reservation centers throughout the world. In addition,  we provide certain other
internal management  services to United Airlines,  including network management,
departure  control,   availability  displays,  inventory  management,   database
management and software development.

     Late in 2000,  we  announced  our  newest  service  offering,  hosting  for
companies'  mission-critical  e-business  applications.  As the need for  highly
adaptable,  scalable and advanced managed hosting service  continues to grow, we
believe that our highly secure Data Center  facility and  experience in managing
this type of environment will create opportunities for us to leverage this asset
and expand into another  profitable  business.  (1)  Leveraging  our Data Center
asset  requires us to make minimal  capital  investment  and offers  significant
opportunity for us to produce high returns on that investment.

INFORMATION SERVICES - TECHNOLOGY

     We have made significant  investments in technology and related  equipment.
We believe that we will continue to benefit from  operating  economies of scale,
as our technology is easily expandable and can support  incremental  volume with
modest additional investment. (1)

     Our computer systems provide real-time,  high-volume transaction processing
and are comprised of 21 large-scale enterprise servers and more than 500 NT/UNIX
servers with capacity  approaching 100 terabytes of information  storage.  These
computer  systems are  operational  24 hours a day,  every day of the year,  and
process, on average,  over 294 million requests for information per day. At peak
times, we process more than 8,500 messages per second.

     Our data and  transaction  processing  services are dependent upon our Data
Center.  We  maintain  comprehensive  security  and  backup  systems in order to
deliver consistent,  reliable service to customers.  Although we believe we have
taken  sufficient  precautions  to protect this facility and to achieve  network
security,  a natural or manmade disaster,  third party intrusions or attacks, or
other calamity that causes significant damage to, or failure of, the facility or
our systems  would have a material  adverse  effect on our  business,  financial
condition and results of operations.

INFORMATION SERVICES - COMPETITION

     Competition within the information services market is segmented by the type
of service offering.  Internal  reservation  services competitors include Sabre,
EDS, Worldspan,  Amadeus and Atraxis. Competitors for data center and e-business
hosting include Exodus, IBM, Digex, AT&T and EDS.

ENTERPRISE NETWORKING SERVICES - STRATEGY

     Through our wholly  owned  subsidiary,  Quantitude,  we provide  enterprise
networking  services  to  several  customers  both in and  outside of the travel
industry.  Launched  in  March  2000,  Quantitude  is  currently  expanding  and
upgrading our global private network to a standard  Internet  Protocol  platform
("TCP/IP") to deliver global  Internet,  Virtual  Private Network  ("VPN"),  and
telecommunications  services  worldwide.  We believe  that the new network  will
deliver the cost  efficiencies  of the  Internet,  coupled with the high quality
service,  reliability,  and  performance  demanded by  mission-critical  private
networks. (1)

     Our network is one of the largest of its kind in any industry, spanning 107
countries, totaling more than 20,000 endpoints, and linking approximately 42,000
travel agency locations and travel suppliers,

-----
(1) See Statement Regarding Forward-Looking Statements on page 25.


                                       7
<PAGE>

including more than 500 airlines, 47,000 hotel properties,  all major car rental
companies,  cruise lines and numerous tour operators.  We have transferred asset
ownership of our existing network to Quantitude,  which will continue to operate
the  network.  The new  network  will  leverage  our global  presence  to enable
Quantitude to provide VPN,  telecommunications  and Internet services in all 107
countries.  (1) Included will be access and switching hubs in 300 of the world's
largest  metropolitan  areas serving thousands of cities on six continents.  (1)
Quantitude  will be  co-locating  hub equipment at  telecommunications  provider
facilities    worldwide,    including   AT&T,   the   preferred    provider   of
telecommunications services for the new network.(1)

     Construction  of  Quantitude's  global  network is under way, with the U.S.
network  expected to be completed by mid-year 2001, an additional 50 key country
hubs completed by year-end 2001, and the entire network to be completed in 2002.
(1) The ATM (asynchronous transfer mode) and TCP/IP architecture of Quantitude's
network will provide customers with many connectivity  options.  In the interim,
Quantitude  will offer  customers  flexibility by running their legacy  networks
regardless of the existing platform.

     All  access  hubs  will  provide  value-added  services  such  as  protocol
conversion  services,  routing  services,  network  security  services  and  the
capability for network hosting  services.  (1) In-country  networking,  VPN, and
voice and data  integration  are key  features  offered to network  users.  As a
private  network,  our  network  offers the high level of  security  and privacy
required by many users,  including  the travel  industry.  By using a variety of
access methods to connect the end user, and utilizing ATM and Internet  Protocol
technologies, our network will offer high quality, reliable performance. (1)

     We believe that Quantitude  fills the void between costly private  networks
and unpredictable and un-secure  Internet-based  VPN's. Our value proposition is
to  offer  custom   solutions  and  one-stop   shopping  for   `next-generation'
communication  and information  networking on a global basis,  with  world-class
quality and efficiency.

     Quantitude is a cornerstone of our comprehensive strategy to bring the cost
efficiency and  capabilities  of Internet  Protocol  technologies  to our travel
industry  customers  and others  outside the travel  industry.  We believe  that
Quantitude  will be a key contributor to revenue and earnings growth in 2001 and
beyond. (1)

ENTERPRISE NETWORKING SERVICES - COMPETITION

     The market for providing  globally  managed TCP/IP networks is still in its
infancy.  We believe,  however,  that a number of companies  are  positioned  to
compete  directly or indirectly  with  Quantitude.  These  competitors  include:
Savvis Communications,  Equant, Rhythms Net Connections, Infonet Services Corp.,
Digital Island and Covad Communications Group.

ENTERPRISE NETWORKING SERVICES - INDUSTRY REGULATION

     UNITED  STATES.  In the United  States,  the  provision  of  communications
services  is subject to varying  degrees of federal and state  regulation.  As a
general matter, the Federal  Communications  Commission ("FCC") and state public
utility commissions regulate the provision of "basic" communications services. A
"basic"  service  is  sometimes  thought  of  as  a  transmission   pipe,  or  a
communications  service that moves the sender's information from one location to
another  without  changing or interacting  with the information in a way that is
apparent to the  receiver of the  information.  In  contrast,  the FCC and state
public utility commissions have chosen not to regulate "enhanced"  services.  An
"enhanced" service is a communications  service that interacts with or otherwise
affects the sender's information in some manner that is apparent to the receiver
of the information.

-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       8
<PAGE>

     The FCC  regulates  the provision of basic  communications  services  where
those services are considered interstate or international communications and are
provided  on a "common  carrier"  basis.  A "common  carrier"  is an entity that
offers basic  communications  services to the public or to all prospective users
on standardized  rates and terms. The various state regulatory  commissions also
regulate basic  communications  services provided on a common carrier basis, but
only to the extent that such services  originate  and terminate  within the same
state.

      We are currently  ascertaining the regulatory status of the communications
services  that  Quantitude  provides  or plans to provide in the United  States.
Based on our current review,  we believe that Quantitude would not be subject to
federal or state  regulation  in the  provision  of data  enterprise  networking
services provided over Quantitude's global private network.  (1) Our position is
based on our belief  that the FCC and state  public  utility  commissions  would
classify  these  services as  "enhanced"  or would find that  Quantitude  is not
providing service on a common carrier basis. (1)

      Quantitude also intends to provide voice services, which are considered to
be "basic"  services that are provided on a common  carrier basis such that they
are subject to federal and state regulations.  (1) Depending on the jurisdiction
in which these  service are  provided,  Quantitude  will be required to obtain a
license or certificate and file tariffs in order to provide these  services.  In
addition,  as a provider of common carrier services,  Quantitude will be subject
to  certain  reporting  or fee  requirements,  and will be  required  to provide
service  pursuant to certain  laws,  regulations  or policies  that  effectively
dictate the terms and  conditions  of service or limit  Quantitude's  ability to
provide service in the desired manner.

     OTHER  COUNTRIES.  The  provision  of  telecommunications  services  or the
operation  of  telecommunications  equipment  or  facilities  also is subject to
varying degrees of regulation in countries other than the United States. Because
these laws and  regulations  vary widely from  country to country,  Quantitude's
operations will trigger different  regulatory  requirements in each country.  In
some countries,  Quantitude's  services and facilities may not be regulated.  In
other countries,  Quantitude will be required to notify the regulator that it is
providing  service or to obtain a license from the regulator prior to commencing
operations. In addition,  Quantitude may be required to file tariffs in order to
provide service, may be subject to certain reporting or fee requirements, or may
be required to provide service pursuant to certain laws, regulations or policies
that  effectively   dictate  the  terms  and  conditions  of  service  or  limit
Quantitude's ability to provide service in the desired manner.  Finally, in some
countries  Quantitude may not be able to provide service or operate equipment as
planned,  and may  have to  rely  on  third  parties  to  achieve  its  business
objectives.

RELATIONSHIP WITH AIRLINE STOCKHOLDERS

     As of December 31, 2000,  airline  stockholders  owned,  in the  aggregate,
approximately  27% of our  outstanding  Common  Stock.  The airline  stockholder
controlled by United Airlines is our largest  stockholder,  owning approximately
18% of the outstanding Common Stock. No other airline stockholder owns more than
10% of our outstanding Common Stock. In addition, Special Voting Preferred Stock
allows  certain  airline  stockholders  to elect a total of three members of our
Board of Directors.  The airline stockholders  controlled by United Airlines and
SAirGroup  own two  shares  and one share of  Special  Voting  Preferred  Stock,
respectively.  Each share entitles its holder (or in certain circumstances,  the
holder's transferee) to elect one director.  As to the remaining directors,  the
airline  stockholders  have  agreed,  pursuant  to an  agreement  with  us  (the
"Stockholders' Agreement"), to vote their shares of Common Stock in favor of the
election  of  independent  directors  who  will be  nominated  by the  Board  of
Directors and the election of three management directors.

-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       9
<PAGE>

     At the  end of  1998,  the  sales  representation  agreements  with  United
Airlines  and US Airways,  pursuant to which these  airlines  supplied the sales
force for our Apollo brand  reservations  products to  subscribers in the United
States  and  Mexico,  were  terminated.  In an effort to  increase  focus on our
product and service  offerings,  we assembled our own  dedicated  sales force in
1999.  In 1997,  we entered  into  non-competition  agreements  with each of the
airline stockholders that prohibit the airline stockholders and their affiliates
from  competing  with us in  providing  reservation  services to neutral  travel
agencies.  However,  the  non-competition  agreements include certain exceptions
that  permit the  airline  stockholders  and their  affiliates  to,  among other
things,  provide and market certain reservation services to certain customers of
the airline stockholders.

     United  Airlines  is the  largest  single  travel  supplier  utilizing  our
systems,  generating  revenues  that  accounted for  approximately  12% of total
revenues in 2000.  No other  travel  supplier  accounted  for 10% or more of our
revenue in 2000.

RESEARCH & DEVELOPMENT

     Research and development costs consist of expenditures  incurred during the
course of planned research and investigation aimed at discovery of new knowledge
useful in  developing  new products or  processes,  or  significantly  enhancing
existing  products  or  production  processes,  and the  implementation  of such
through design,  testing of product  alternatives or construction of prototypes.
Research and development costs, excluding amortization of computer software, are
expensed as incurred and were approximately $7.1 million,  $6.2 million and $4.8
million for the years ended  December 31, 2000,  1999,  1998,  respectively.  In
addition,  we invest in companies that offer innovative  technical  solutions to
meet our business needs.

EMPLOYEES

     We  believe  that our  success is due in large  part to our  employees.  We
strive to hire and retain highly skilled and motivated personnel. As of December
31, 2000,  we employed  approximately  3,300  people.  Approximately  79% of our
employees are located in the United  States and Canada,  17% in Europe and 4% in
Latin America and countries throughout the Asia/Pacific region. Our employees in
Brazil, representing about 1% of our workforce, are unionized in accordance with
local regulations. We believe that our relationship with our employees is good.


                                       10
<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of the Company, their positions with the Company and
their ages, as of the filing date of this report,  are as set forth below. There
are no family relationships among any directors or officers.

Name                             Age   Position
----                             ---   --------

James E. Barlett                 57    Chairman, President, Chief
                                         Executive Officer
Cheryl Ballenger                 45    Executive Vice President, Chief
                                         Financial Officer and Treasurer
Lyn Bulman                       41    Senior Vice President, Human
                                         Resources and Corporate Relations
Babetta R. Gray                  42    Executive Vice President,
                                         Subscriber Sales and Service
James E. Lubinski                45    Executive Vice President,
                                         Operations, Chairman TRIP.com, Inc.
                                         and Quantitude, Inc.
David A. Near                    42    Senior Vice President, Internet
                                         and E-Commerce
Anthony C. Swanagan              41    Senior Vice President, General
                                         Counsel and Secretary
Ronnie L. Thornhill              63    Senior Vice President, Network
                                         Services, President and Chief
                                         Executive Officer, Quantitude, Inc.

     Mr. Barlett has been President and Chief  Executive  Officer since November
1994 and Chairman  since May 1997.  Prior to joining the  Company,  he served as
Executive  Vice  President of  Worldwide  Operations  and Systems at  MasterCard
International  Corporation  ("MasterCard")  and was a member  of the  MasterCard
International Operations Committee.  Prior to his employment at MasterCard,  Mr.
Barlett  served as Executive  Vice President of Operations for NBD Bancorp where
from 1979 to 1992 he managed  the  redevelopment  of core  banking  systems  and
directed  the   development,   implementation   and   operation  of  the  Cirrus
International  automated  teller switching system and served as Vice Chairman of
Cirrus Inc. Mr. Barlett is also a Director of the Company.

     Ms.  Ballenger has been Executive Vice President,  Chief Financial  Officer
and Treasurer since May 2000. In this position, Ms. Ballenger is responsible for
all  finance,  accounting,  tax  and  treasury  functions,  as  well  as  global
purchasing,  facilities and real estate. Additionally, Ms. Ballenger has overall
responsibility  for the Company's new  Internet-focused  management team and for
the Vendor Sales and Marketing organization.  Prior to her current position, she
served as Vice President and Corporate Controller since August 1997,  Operations
Division  Controller  since October 1993 and joined the Company as an Accounting
Manager in May 1990.  Before joining the Company,  Ms. Ballenger served as audit
manager at Ernst & Young, auditing public, private and not-for-profit companies.
Ms.  Ballenger  is also a Director  of the  Company  and serves on the Boards of
Directors of Quantitude and TRIP.com.

     Ms. Bulman has been Senior Vice  President,  Human  Resources and Corporate
Relations  since May 1995.  From 1990 to March  1993,  she  served as Manager of
Compensation  and  Benefits  and from  April  1993 to May  1995,  she  served as
Director of Human Resources - Europe.  Prior to joining the Company,  Ms. Bulman
held executive  positions in the United Kingdom at Dun & Bradstreet  Corporation
and Fisons (Pharmaceutical Division) Plc.

     Ms. Gray has been Executive Vice  President,  Subscriber  Sales and Service
since August 1999. In this  position,  Ms. Gray is  responsible  for  subscriber
sales and  service on a global  basis.  Prior to that Ms.  Gray was Senior  Vice
President,  Customer  Service  Delivery and General  Counsel since July 1998 and
Secretary since May 1997, Senior Vice President, Legal and General Counsel since
March 1996, Vice  President,  Legal and General Counsel since September 1995 and
joined the Company as Senior Counsel in April 1990.  Before joining the Company,
Ms.  Gray was  Counsel for Reebok  International  Ltd.  from 1989 to 1990 and an
associate  with the  Boston law firm of Foley,  Hoag & Eliot  from 1984  through
1988.


                                       11
<PAGE>

     Mr.  Lubinski has been Executive Vice  President,  Operations  since August
1999 and prior to that he was Senior Vice  President,  Information  Services and
Operations  since July 1995. In this position,  Mr.  Lubinski is responsible for
ensuring technological  leadership in systems development for the Company. Prior
to joining the Company,  Mr. Lubinski served since 1994 as Senior Vice President
and Division Head of Systems and  Operations for Boatmen's  Trust Company.  From
1978 to 1994,  Mr.  Lubinski  held several  technical  positions at NBD Bancorp,
including  First Vice President and  Development  Manager.  Mr. Lubinski is also
Chairman of the Board of the  Company's  Quantitude  and  TRIP.com  wholly owned
subsidiaries.

     Mr. Near has been Senior Vice  President,  Internet  and  E-Commerce  since
August 1999. In this position,  Mr. Near is responsible  for setting  e-commerce
strategies and coordinating their implementation across the organization.  Prior
to assuming these  responsibilities,  Mr. Near served as Senior Vice  President,
Subscriber   Marketing,   Senior  Vice  President  of  Intuitive   Products  and
Interactive  Services  and as Director of Car,  Hotel,  Leisure and  Advertising
Product Management for the Company and Covia  Partnership.  Prior to joining the
Company  in 1987,  Mr.  Near held a number  of  management  positions  at United
Airlines and B.F. Goodrich.

     Mr. Swanagan has been Senior Vice President,  General Counsel and Secretary
since August 1999.  Prior to that he was Vice  President,  Legal since July 1998
and joined the  Company as Counsel in 1991.  Before  joining  the  Company,  Mr.
Swanagan was associated with the Chicago law firm of Jones, Ware & Grenard.  Mr.
Swanagan is also a Director of the Company.

     Mr.  Thornhill  has  been  Senior  Vice  President,  Network  Services  and
President and Chief Executive  Officer of Quantitude,  a wholly owned subsidiary
of the Company,  since May 2000. In his current position, Mr. Thornhill provides
executive  leadership  of  Quantitude  and  oversees  all aspects of  enterprise
networking  services  for  Quantitude  and its  customers.  Prior to his current
position,  Mr.  Thornhill  served as Vice President,  Network  Operations  since
October 1998. Prior to joining the Company,  Mr. Thornhill was Vice President of
Network Services for MasterCard,  where from 1988 to 1998 he was responsible for
the strategic design and implementation of MasterCard's worldwide data and voice
communications  systems  and the  operation  of  MasterCard's  global  financial
services  network.  Prior to his employment at MasterCard,  Mr.  Thornhill was a
founding  member of the "for profit"  organization,  Contel  Network,  Inc. that
served several Contel companies.  Before joining Contel,  Mr. Thornhill spent 13
years at  General  Electric  where he served in  various  marketing  and  system
management positions within the Computer and Major Appliance Groups.

     Executive officers are elected each year by the Board of Directors to serve
for the ensuing year or until their successors are elected and qualified.


                                       12
<PAGE>


ITEM 2.  PROPERTIES

     Our principal executive offices are located in Rosemont, Illinois, a suburb
of Chicago,  where we lease  approximately  120,000  square feet of office space
pursuant to a lease that expires in the year 2010. Our Data Center is located in
Englewood,  Colorado, a suburb of Denver, in two adjacent buildings owned by the
Company.  The Data Center contains  approximately  238,000 square feet of space,
including approximately 110,000 square feet of raised floor computer room space.
We also  lease  and own  office  space in  various  other  worldwide  locations,
including  development and marketing offices located in or near Denver,  London,
Toronto and Hong Kong.  We believe that our offices and Data Center are adequate
for our immediate needs and that additional or substitute  space is available if
needed to accommodate growth and expansion. (1)

ITEM 3.  LEGAL PROCEEDINGS

     Our wholly owned subsidiaries, Galileo International,  L.L.C. ("GILLC") and
Apollo Galileo USA Partnership ("Apollo"), as well as United Airlines and one of
its subsidiaries, are defendants in a lawsuit captioned Osband, et al. v. United
Air Lines,  Inc.,  et al. The  lawsuit,  which was filed on March 1, 1996 in the
District  Court  for  Arapahoe  County,  Colorado,   currently  consists  of  99
plaintiffs, all of whom were employed by United Airlines prior to 1988, and were
subsequently   employed  by  the  United   Airlines   subsidiary,   one  of  our
predecessors,  and GILLC or Apollo since that time. The  plaintiffs  allege that
the defendants  promised the plaintiffs that they would receive  lifetime flight
benefits at a level  equivalent  to the flight  benefits  that  United  Airlines
provides  to  its  employees.   The  plaintiffs   brought  claims  for  specific
performance and injunctive  relief seeking  reinstatement  of their benefits and
damages under theories of breach of contract,  promissory estoppel and breach of
express covenant of good faith and fair dealing. After defeating the plaintiffs'
motion for  preliminary  injunction,  the trial court  granted  the  defendants'
Motion to Dismiss for Lack of Subject Matter Jurisdiction on the ground that all
issues  relating  to free  passes  granted  by common  carriers  where  they are
adjuncts to employees  are  preempted  by federal  law. On appeal,  the Court of
Appeals  upheld the dismissal of the  plaintiffs'  promissory  estoppel claim as
preempted  by federal  law,  but reversed and remanded to the trial court on the
plaintiffs'  other  claims.  The claims of six of the 99  plaintiffs  were tried
before  a jury in a  five-week  trial  commencing  October  30,  2000.  The jury
returned  a verdict  in favor of the  plaintiffs  in the  total  amount of $3.27
million,  an  aggregate  of  $710,000  of which the jury found  GILLC and Apollo
liable for.  Post-trial  motions have been filed and are  pending.  We intend to
appeal the verdict,  which has been certified as a final judgment. The Court has
requested  the  parties  brief  the issue of  whether  the  verdict  for the six
plaintiffs  should  be  a  liability  finding  in  favor  of  the  remaining  93
plaintiffs.  We continue to dispute the plaintiffs'  claims and intend to defend
the lawsuit vigorously.

     We are a party in various other suits and claims that arise in the ordinary
course  of  business.  Our  management  currently  believes  that  the  ultimate
disposition of these matters,  including the matter described above in this Item
3,  will  not have a  material  adverse  effect  on our  consolidated  financial
position, liquidity or results of operations. (1)

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.





-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       13
<PAGE>

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

     Our Common  Stock is listed  under the  symbol  "GLC" on the New York Stock
Exchange (its principal  market) and the Chicago Stock  Exchange.  The following
table sets forth,  for the  quarters  indicated,  the range of high and low sale
prices per share of our Common Stock, as reported on the New York Stock Exchange
Composite Transactions Tape, and the dividends declared.



                     Market Price
                     ------------     Dividends
Quarter             High       Low     Declared
-------             ----       ---     --------
 2000
      Fourth    $  21.25   $  13.44    $ 0.090
      Third        23.00      14.81      0.090
      Second       26.88      18.06      0.090
      First        29.94      16.50      0.090
                                       -------
         Total                         $ 0.360
                                       =======

1999
      Fourth    $  39.50   $  25.31    $ 0.090
      Third        58.69      36.00      0.090
      Second       59.31      44.50      0.090
      First        51.88      41.44      0.075
                                       -------
         Total                         $ 0.345
                                       =======


Our transfer  agent has advised us that,  as of March 9, 2001,  our Common Stock
was held by approximately 130 holders of record.

DIVIDEND POLICY

     Although  we expect to  reinvest a  substantial  portion of earnings in our
business, we currently intend to pay regular quarterly cash dividends. (1) Under
our debt agreements, cash dividends, in aggregate, cannot exceed an amount equal
to 50% of our consolidated net income for any given year.

     The  declaration  and  payment of future  dividends,  as well as the amount
thereof, are subject to the discretion of our Board of Directors and will depend
upon our results of operations,  financial condition, cash requirements,  future
prospects and other factors deemed relevant by our Board of Directors. There can
be no assurance that we will declare and pay any future dividends.

-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       14
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
                                                              Year Ended December 31,
                                                              -----------------------
                                                 2000 (1)   1999 (2)  1998 (3)   1997 (4)    1996
                                                 --------   --------  --------   --------    ----
                                                          (In millions, except share data)

Income Statement Data:
<S>                                              <C>        <C>       <C>        <C>        <C>
Revenues                                        $ 1,643.3  $ 1,526.1 $ 1,480.8  $ 1,256.1  $ 1,088.3
Operating income                                    327.6      312.9     331.6      211.5     175.4
Income before income taxes                          265.9      361.3     325.5      205.6     167.1
Income taxes                                        117.0      143.1     129.9       44.0       1.9
Net income                                          148.9      218.2     195.6      161.6     165.2
Pro forma net income (5)                                -          -         -      123.4     100.3
Basic earnings per common share                      1.65       2.22      1.87          -         -
Pro forma basic earnings per common share (5)           -          -         -       1.30      1.14
Diluted earnings per common share                    1.65       2.21      1.86          -         -
Pro forma diluted earnings per common share (5)         -          -         -       1.30      1.14
Dividends per common share                           0.36      0.345     0.285       0.06         -

Balance Sheet Data:
Current assets                                  $   244.7  $   230.5 $   243.5  $   224.3  $  240.8
Total assets                                      1,479.2    1,255.2   1,291.1    1,268.5     599.9
Current liabilities                                 436.9      319.2     231.8      201.4     199.6
Long-term debt                                      434.4      434.4      69.5      250.0      70.0
Other long-term obligations                         142.7      108.0     147.1      133.4      74.9
Partners' capital                                       -          -         -          -     255.4
Stockholders' equity                                465.2      393.6     842.6      683.7         -

Other Data:
Operating income as a
    percentage of revenue                           19.9%      20.5%     22.4%      16.8%     16.1%
Reservations booked using the
    Company's CRS systems  (6)                      345.1      349.9     345.7      336.1     316.1
Net cash provided by operating activities       $   365.1  $   281.2 $   379.1  $   324.7  $  214.1
Capital expenditures  (7)                           114.3       92.5      98.7       65.9      40.0

</TABLE>



(1) For the year ended  December 31, 2000,  operating  expenses  include a $19.7
    million   ($11.0   million  after  tax)  special   charge   related  to  the
    extinguishment  of a  portion  of our  liability  arising  from  a  services
    agreement  with US Airways,  a $7.0  million  (non-tax  deductible)  special
    charge to write off in-process research and development costs related to the
    TRIP.com  acquisition,  and a $1.7 million  ($1.0 million after tax) special
    charge  related to the  integration  of Galileo  UK.  Net cash  provided  by
    operating  activities  includes the effect of $27.2 million transferred to a
    qualified  special-purpose  entity related to the services agreement special
    charge.

(2) For the year ended December 31, 1999,  operating  expenses  include an $83.2
    million   ($50.2   million  after  tax)  special   charge   related  to  the
    extinguishment  of a  portion  of our  liability  arising  from  a  services
    agreement with United Airlines and an $11.3 million ($6.8 million after tax)
    recovery of expenses  previously  reserved for the realignment of our United
    Kingdom  operations.  Net income  includes net gains of $64.0 million ($38.6
    million after tax) from our  investments in technology  companies.  Net cash
    provided  by  operating  activities  includes  the  effect of $97.3  million
    transferred  to a qualified  special-purpose  entity related to the services
    agreement special charge.


                                       15
<PAGE>

(3) For the year ended  December  31, 1998,  operating  expenses  include  $26.4
    million  ($15.9  million  after  tax)  of  special  charges  related  to the
    realignment  of our operations in the United Kingdom and $13.4 million ($8.1
    million after tax) in gains related to settlements  of contractual  disputes
    from prior years.

(4) Effective July 30, 1997,  Galileo  International  Partnership  merged into a
    wholly owned limited liability company subsidiary of Galileo  International,
    Inc. (the  "Merger"),  we effected an initial public  offering of our Common
    Stock (the  "Offering"),  and we incurred  debt  related to the  purchase of
    three NDCs.

    For the year ended December 31, 1997,  the results of the acquired NDCs have
    been  consolidated  with  those  of  the  Company  from  the  date  of  each
    acquisition.  1997 operating  expenses  include $20.1 million ($12.1 million
    after tax) of special  charges  related to the  integration  of the acquired
    NDCs and a $15.3 million nonrecurring charge to reflect the establishment of
    initial deferred tax assets and  liabilities.  No provision for U.S. federal
    and state income taxes was recorded prior to July 30, 1997 as such liability
    was the responsibility of the partners of Galileo International Partnership,
    rather than of the Company.

(5) As a result of the Merger and the  Offering,  pro forma net  income  and pro
    forma basic and diluted  earnings  per share data are  calculated as though:
    (i) partners'  capital was converted into 88,000,000  shares of Common Stock
    for all periods  presented and the  16,799,700  shares  issued to the public
    were  outstanding  from  July  30,  1997,  and  (ii) we  had  operated  in a
    corporate  form for all periods  presented and  accordingly  were subject to
    federal  and state income taxes.

(6) Transactions  in  respect of  bookings  made in the United  States,  Canada,
    Mexico and Japan have been  converted to a net  segment basis. Bookings made
    in the rest of the world are reported on a net segment basis.

(7) Capital  expenditures  include   purchases  of property  and  equipment  and
    purchases  of  computer   software.  In  addition,   the  capitalization  of
    internally  developed  computer  software was $24.5 million,  $12.6 million,
    $14.2  million,  $21.2  million,  and  $21.6  million  for the  years  ended
    December 31, 2000, 1999, 1998, 1997, and 1996, respectively.

                                       16
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OVERVIEW

     We generate most of our revenues  from the  provision of electronic  global
distribution  services.  Booking fees are the primary source of this revenue and
are charged to travel vendors for reservations made through our system.  Booking
fees  depend  on  several  factors,  including  the type of  reservation  booked
(primarily air, car rental or hotel),  the location of the booking and the level
of travel vendor  participation in our systems.  In addition to booking fees and
related  premiums  paid by travel  vendors,  subscribers  generally pay fees for
hardware,  software  and certain  services.  Such fees are often  discounted  or
waived for  travel  agency  subscribers,  depending  upon the level of  bookings
generated by the travel agency. In highly competitive  markets,  to maintain and
expand our travel agency subscribers,  we often make incentive payments based on
defined productivity or booking volume growth objectives.

     We also provide information services to airlines,  including certain of our
airline  stockholders.  We currently provide fares quotation services,  internal
reservation   services,   other  internal   management   services  and  software
development services to such airlines.

     Through our wholly owned subsidiary,  Quantitude,  we have begun to provide
enterprise  networking  services to several customers both in and outside of the
travel industry.  Launched in March 2000,  Quantitude is currently expanding and
upgrading our global private network to a standard  Internet  Protocol  platform
("TCP/IP"),  to deliver global Internet,  Virtual Private Network  ("VPN"),  and
telecommunications  services  worldwide.  The new network  will deliver the cost
efficiencies   of  the  Internet,   coupled  with  the  high  quality   service,
reliability,  and performance demanded by mission-critical  private networks. We
believe  Quantitude  will be a key contributor to revenue and earnings growth in
2001 and beyond. (1)

     Our  expenses  consist  primarily of local  sales,  marketing  and customer
service costs,  commissions paid to national  distribution  companies  ("NDCs"),
costs  associated  with the  operation of our Data Center and wages and benefits
payable to our employees.  Substantially all of our expenses are denominated and
paid in U.S. dollars,  with the exception of operating expenses incurred outside
of the United  States.  Cost of  operations  shown on our  statements  of income
consist primarily of the costs of operating our Data Center (including wages and
benefits of Data Center and other technical  services  personnel,  and hardware,
software and communications costs), costs related to agency equipment (including
installation, maintenance and help desk functions), and amortization of goodwill
and other intangible assets arising from mergers and acquisitions.  Commissions,
selling and  administrative  expenses  shown on our statements of income consist
primarily of commissions  payable to NDCs,  incentives  paid to subscribers  and
other costs of our selling and administrative functions.

     Our earnings can be significantly impacted by events that affect the travel
industry.  Such impact is typically caused by economic and other conditions that
decrease  the  number  of  bookings  made  through  our  systems  as a result of
decreased demand for airline seats and other travel services. Other events, such
as increased  airline  competition  from low cost carriers,  excess  capacity or
deterioration  of  an  airline's  financial  condition,  can  often  cause  fare
promotions within the airline  industry.  This may result in an increased number
of transactions  and bookings for us, thereby  stimulating  our  revenue-earning
capability.

     We experience a seasonal pattern in our operating results,  with the fourth
quarter  typically  having the lowest total revenues and operating income due to
early bookings by customers for holiday travel and a decrease in business travel
during the holiday season. (See Note 14 to the consolidated financial statements
for quarterly financial information.)

-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       17
<PAGE>

     During  1998,  we  acquired a  Florida-based  airline  information  systems
company,  S. D. Shepherd  Systems,  Inc.  ("Shepherd  Systems") and two national
distribution  companies:  Galileo Nordiska AB (the "Nordiska  Acquisition")  and
Galileo  Canada  Distributions  Systems,  Inc.  ("Galileo  Canada") (the "Canada
Acquisition").  Also during 1998, we recorded a nonrecurring charge to operating
expenses  of $26.4  million  ($15.9  million  after tax)  related to a strategic
realignment  of our  operations in the United  Kingdom.  This special charge was
comprised of $15.0 million in severance  costs related to the termination of 399
employees,  primarily in the development and marketing groups, and $11.4 million
of other costs,  principally  related to the closing of the  remaining  Swindon,
U.K. facilities.

     In  connection  with NDC  acquisitions  in 1997 of Apollo  Travel  Services
Partnership  ("ATS"),  Traviswiss  AG  ("Traviswiss")  and Galileo  Nederland BV
("Galileo  Nederland")  and the Canada  Acquisition  in 1998,  we  entered  into
agreements  for the  provision  of certain  marketing  services  (the  "Services
Agreements")   with  the  sellers  (or  affiliates  of  such  sellers)  of  ATS,
Traviswiss,  Galileo  Nederland and Galileo Canada whereby such sellers (or such
affiliates)  will  provide  services  to us related to  growing  the  respective
business  operations  of the acquired  NDCs.  During 1999, we recorded a special
charge of $83.2 million ($50.2 million after tax) related to the  extinguishment
of a portion of our  liability  to United Air Lines,  Inc.  ("United  Airlines")
under the provision of the ATS services  agreement,  originally  entered into in
1997.  We  transferred  $97.3 million in assets to GIO  Services,  L.L.C.  ("GIO
Services"), a qualified  special-purpose entity, which assumed the price-related
obligation to United Airlines.  During 2000, we reassessed the future benefit of
the  services  provided by US Airways  under the  provision  of the ATS services
agreement.  As a result,  we  recorded  a special  charge of $19.7  million  and
transferred  $27.2  million  to GIO  Services  to  provide  for  payment  of the
price-related  obligation  to US  Airways in July 2002.  The  activities  of GIO
Services  are  strictly   limited  to  payment  of  these   Services   Agreement
obligations.  As a result  of these  transactions,  we have no  further  payment
obligations  to United  Airlines  and US Airways  related  to booking  fee price
increases under the Services Agreements.

     In  1999,  we  acquired  a  minority  equity  interest  in  TRIP.com,  Inc.
("TRIP.com"), an online travel services and technology provider. During 2000, we
purchased the remaining 81% ownership interest in TRIP.com for $214.4 million in
a combined cash and stock transaction. We paid $104.6 million in cash and issued
5,499,630 shares of Common Stock,  previously held in treasury,  valued at $98.9
million.  In addition,  we converted all  outstanding  stock options of TRIP.com
into  our  stock  options  at an  estimated  fair  value of  $10.9  million.  In
connection with this  acquisition,  we recorded a special charge of $7.0 million
(non-tax deductible) to write off in-process research and development costs.

     In  2000,  we  acquired  Terren  Corporation  ("Terren"),  a  developer  of
client-server   software  for  business   databases,   data  communications  and
information management. The purchase price of this acquisition was $2.6 million,
consisting of $1.4 million in cash payments and the assumption of a $1.2 million
note payable.

     Also during 2000, we acquired Travel Automation  Services Limited ("Galileo
UK"), our NDC in the United  Kingdom,  and terminated  certain  revenue  sharing
obligations  for $30.0  million in cash.  We  recorded a special  charge of $1.7
million ($0.9 million after tax) related to the  integration of Galileo UK. This
special  charge was comprised of $1.4 million in severance  costs related to the
termination of 29 employees, and $0.3 million in facilities expenses.

2000 COMPARED TO 1999

     REVENUES.   During  the  year  ended   December  31,  2000,   we  generated
approximately 95.0% of our revenue from electronic global distribution  services
and approximately 5.0% of our revenue from information  services.  Revenues from
enterprise  networking services were not material in 2000 as Quantitude was in a
start-up  mode.  The  following  table  summarizes  2000 and 1999  revenues  for
electronic global  distribution  services by geographic location as a percentage
of total  revenues and  summarizes  total booking  volumes for each of the years
indicated:


                                       18
<PAGE>

                                              2000            1999
                                              ----            ----
Percentage of Revenue
---------------------
U.S. Market (1)                               38.8 %          41.6 %
All Other Markets (1)                         61.2            58.4
                                           ---------        --------
                                             100.0 %         100.0 %
                                           =========        ========

Worldwide Bookings
------------------
(in millions)
U.S. Market: (1)
     Air                                     115.0           126.0
     Car/Hotel/Leisure                        22.8            23.1
                                           ---------        --------
                                             137.8           149.1

All Other Markets: (1)
     Air                                     200.8           194.7
     Car/Hotel/Leisure                         6.5             6.1
                                           ---------        --------
                                             207.3           200.8

                                           ---------        --------
Total Worldwide Bookings                     345.1           349.9
                                           =========        ========


-------------------------
(1) The  location  of  the  travel  agent  making  the  booking  determines  the
    geographic region credited with the related revenues and bookings.

     Revenues  increased  $117.2 million,  or 7.7%, to $1,643.3  million for the
year ended  December 31, 2000 from $1,526.1  million for the year ended December
31, 1999.  Our  electronic  global  distribution  services  revenues grew $109.4
million,  or 7.5%.  Total airline booking  revenue  increased 6.6% over the year
ended December 31, 1999  primarily due to booking fee price  increases that went
into  effect in March  1999 and  January  2000,  and other  yield  improvements.
Remaining net increases in our electronic global distribution  services revenues
were  principally due to the inclusion of TRIP.com and Galileo UK revenues since
the  date of their  respective  acquisitions,  and  increased  sales of  certain
advertising and marketing  services.  Partially  offsetting these increases were
lower  subscriber fees resulting from a decrease in our U.S. market share and an
increasing trend for travel agencies to utilize their own computer equipment.

     Worldwide  bookings  declined  1.4% year over year.  International  booking
volumes  increased 3.3% and U.S.  booking  volumes  decreased 7.6% over the same
period  last year.  Adjusting  for the impact of a July 1999  pricing  structure
change  that  reduced   reported   passive  booking  volumes  in  Japan,   total
international  booking  volumes  increased  4.2% for the year ended December 31,
2000. The increase in international booking volumes for the period was driven by
solid growth in many  international  markets,  including  double-digit  gains in
Brazil,  Greece,  Portugal,  India and other  markets  around the  world.  These
increases were partially offset by a change in airline behavior that resulted in
an  increased  number  of  cancellations  of  waitlist  and  other  non-ticketed
bookings,  primarily in Europe and the Middle East,  which  reduced net billable
segments in 2000.  Excluding the impact of this change in airline behavior,  our
international  booking  volumes  would  have  grown  over  5% in  2000.  We have
addressed  the  revenue  impact  of  these  actions  with our  2001  pricing  by
introducing a segment cancel fee in markets outside of North America.


                                       19
<PAGE>

     The decline in U.S.  booking  volumes was primarily  due to the  increasing
impact of a shift in bookings to Internet travel sites,  our loss of the Preview
Travel account and the slight market share loss  attributable  to our transition
to a new sales force in 1999. Our U.S.  sales force  continues to renew business
with existing  customers and has recently won  significant new business from our
competitors. We expect to benefit from these incremental bookings in 2001, which
should  result in market  share gains in the  traditional  agency  channel.  (1)
However,  growth in traditional  travel agency  bookings may be mitigated by the
accelerating shift of bookings to the Internet channel where our market share is
currently lower. (1) In the Internet  channel,  our strategy is to have multiple
points of presence  by serving as the booking  engine  behind  several  Internet
travel sites such as UAL.com,  Biztravel.com and Beyoo.com, and by expanding the
presence of our own sites including TravelGalileo.com and TRIP.com. (1) To date,
approximately    800   agencies   are   registered   to   participate   on   the
TravelGalileo.com  site. We introduced  an  innovative  and efficient  marketing
program  designed to help  agencies  drive traffic to this site. We believe this
unique site,  as well as our overall  Internet  strategy,  will  strengthen  our
presence in this important channel and lead to profitable Internet growth. (1)

     Our information  services  revenues grew $7.8 million,  or 10.6%,  over the
year ended  December 31, 1999  reflecting  an increase in revenue from  hosting,
network and development  services we provide to a large airline  customer.  Also
contributing  to  the  increase  was  additional  revenue  from  providing  fare
quotation services to airlines.

     COST OF OPERATIONS. Cost of operations expenses increased $58.1 million, or
11.0%,  to $585.8  million  for the year ended  December  31,  2000 from  $527.7
million  for the year ended  December  31,  1999.  The  increase  was  primarily
attributable to the  amortization of goodwill and other  intangibles  related to
the acquisition of TRIP.com,  and increased network costs related to our ongoing
migration to a single  Internet  protocol.  Also,  cost of  operations  expenses
include  TRIP.com  and  Galileo  UK  expenses  subsequent  to  their  respective
acquisition  dates.  These increases were partially  offset by lower  subscriber
maintenance and installation  expenses related to the decrease in subscriber fee
revenue noted above, increased  capitalization of software development expenses,
and net cost savings from the 1999 Swindon, U.K. realignment.

     COMMISSIONS,  SELLING AND ADMINISTRATIVE EXPENSES. Commissions, selling and
administrative expenses increased $87.9 million, or 14.3%, to $701.5 million for
the year ended December 31, 2000 from $613.6 million for the year ended December
31, 1999.  Commissions paid to NDCs and subscriber  incentive payments increased
$66.4 million,  or 15.8%, to $485.8 million for the year ended December 31, 2000
from  $419.4  million  for the year  ended  December  31,  1999.  The  growth in
electronic   global   distribution   services  revenues  resulted  in  increased
commissions  to NDCs,  which are generally  based on a percentage of booking fee
revenues,  and have  therefore  grown at a rate  consistent  with the  growth in
booking fees by country.  Incentive payments,  which are provided to subscribers
in order to  maintain  and expand our travel  agency  customer  base,  increased
principally due to new and renegotiated contracts with our subscriber customers.
These increases were partially  offset by the elimination of commissions paid to
Galileo UK subsequent to this  acquisition as we no longer pay  commissions  but
instead  incur  the  direct  costs  of  operating  in  this  market.   Remaining
commissions,  selling and  administrative  expenses  increased  primarily due to
TRIP.com  and Galileo UK  expenses  since their  respective  acquisition  dates,
partially offset by decreases in expenses related to our Services Agreements.

     SPECIAL  CHARGES.  In 2000,  we recorded a special  charge of $19.7 million
related to the  extinguishment  of a portion of our  liability  arising from our
services  agreement  with US Airways.  As a result,  we have no further  payment
obligations  to US  Airways  related  to  price  increases  under  the  services
agreement. (See Overview, on page 18, for further discussion of this charge.)

-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       20
<PAGE>

     During  2000,  we  recorded a special  charge of $7.0  million to write off
in-process  research  and  development  costs  related  to  our  acquisition  of
TRIP.com.  We also  recorded  a special  charge of $1.7  million  related to the
integration of Galileo UK. (See Overview,  on page 18, for further discussion of
these charges.)

     In 1999,  we  recorded  a special  charge of $83.2  million  related to the
extinguishment of a portion of our liability arising from our services agreement
with United Airlines.  (See Overview, on page 18, for further discussion of this
charge.)

     Also during 1999, we were  successful in assigning our Swindon,  U.K. lease
at market  rates,  resulting  in the  recovery  of $11.3  million of  previously
reserved  facilities  expenses.  (See  Note  4  to  the  consolidated  financial
statements for further discussion.)

     OTHER INCOME  (EXPENSE).  Other income (expense)  includes interest expense
net  of  interest  income,   foreign   exchange  gains  or  losses,   and  other
non-operating  items.  Other  expense,  net  increased  $110.1  million to $61.7
million in expense for the year ended  December  31, 2000 from $48.4  million in
income for the year ended  December 31, 1999.  The  increase was  primarily  the
result of $58.6  million in gains  recognized in 1999 from sales of a portion of
our equity in Equant N.V.  ("Equant").  Also  contributing to the increase was a
$28.9 million  increase in net interest expense arising from higher average debt
levels in 2000 to fund the  acquisition  of TRIP.com  and to  repurchase  Common
Stock for treasury. In addition, in 2000 we recorded impairment charges totaling
$10.2 million  related to the  write-down of certain of our equity  investments.
Also  contributing  to the increase was $6.1 million in foreign  exchange losses
for the year ended  December  31,  2000,  resulting  from  unfavorable  euro and
British pound sterling forward  contracts and holding losses.  The net impact of
foreign currency forward contracts and transactions in 1999 was not material.

     INCOME TAXES.  Income taxes  decreased  $26.1 million,  or 18.2%, to $117.0
million for the year ended  December  31, 2000 from $143.1  million for the year
ended December 31, 1999. The decrease was a result of lower income before income
taxes for the year ended  December 31, 2000 compared to the year ended  December
31, 1999, partially offset by a higher effective tax rate in 2000. Our effective
tax rate was 44.0% in 2000 and 39.6% in 1999. This increase in the effective tax
rate was primarily due to  non-deductible  amortization  of intangibles  arising
from the acquisition of TRIP.com.

     NET INCOME. Net income decreased $69.3 million, or 31.8%, to $148.9 million
for the year ended  December  31,  2000 from  $218.2  million for the year ended
December 31, 1999. Net income as a percentage of revenues  decreased to 9.1% for
the year ended December 31, 2000 from 14.3% over the same period.  The decreases
in our net income and net margin were principally the result of the amortization
of intangibles and the write-off of in-process research and development costs in
connection with the TRIP.com acquisition.

1999 COMPARED TO 1998

     REVENUES.  Revenues  increased $45.3 million,  or 3.1%, to $1,526.1 million
for the year ended  December 31, 1999 from  $1,480.8  million for the year ended
December 31, 1998. Our electronic  global  distribution  services  revenues grew
$109.4 million,  or 8.1%.  Airline booking revenue  increased 7.0% over the year
ended  December  31,  1999 due to a booking  fee price  increase  that went into
effect in March 1999, other yield  improvements and a 1.5% increase in worldwide
air booking volumes.

     International  booking  volumes  increased  4.7% and U.S.  booking  volumes
decreased 3.2% for the year ended December 31, 1999. Adjusting for the impact of
a July 1999 pricing  structure  change that  reduced  reported  passive  booking
volumes in Japan,  total  international  booking volumes  increased 5.6% for the
year. This increase in international  booking volumes for the year was driven by
strong growth in  developing  markets,  such as Africa and the Middle East,  and
solid performance in Europe and Asia.


                                       21
<PAGE>

     The volume decline in U.S.  bookings was primarily due to a decrease in our
U.S. market share,  which we believe was principally  attributable to the effect
of our field sales force transition in 1999.

     The  growth  in  electronic  global  distribution   services  revenues  was
partially offset by a decline in information  services  revenues due principally
to the impact of providing fewer network services to an airline  customer.  This
revenue loss was largely  offset by a reduction in operating  expenses  directly
related to the provision of these services.

     COST OF OPERATIONS. Cost of operations expenses decreased $40.6 million, or
7.1%, to $527.7 million for the year ended December 31, 1999 from $568.3 million
for the year ended December 31, 1998. The decline in cost of operations expenses
was due primarily to a $54.1  million  decrease in voice  communication  charges
related to the  decrease in network  services  provided to an airline  customer.
Partially  offsetting  this  decrease was $12.2  million in  additional  cost of
operations  expenses  incurred due to the Galileo  Canada and  Shepherd  Systems
acquisitions in 1998. These additional  operating  expenses,  principally wages,
maintenance and  installation  expenses,  communication  costs and  depreciation
expense,  were  largely  offset  by  lower  commissions  as  we  no  longer  pay
commissions to Galileo Canada but instead incur the direct costs of distributing
our products in this market. Additionally, we now record the amortization of the
excess  of the cost of these  acquisitions  over  the fair  value of net  assets
acquired and also record the amortization of other intangibles acquired.

     Remaining cost of operations expenses increased slightly,  primarily due to
increased  maintenance  costs for subscriber  equipment at agency  locations and
higher  communication  costs  associated with the ongoing  migration to new data
network technology and growth in both new and existing markets.  These increases
were substantially offset by net cost savings from the Swindon, U.K. realignment
and lower Data Center  expenses as we continue to take  advantage of  decreasing
technology costs.

     COMMISSIONS,  SELLING AND ADMINISTRATIVE EXPENSES. Commissions, selling and
administrative expenses increased $59.1 million, or 10.7%, to $613.6 million for
the year ended December 31, 1999 from $554.5 million for the year ended December
31, 1998. NDC  commissions  and subscriber  incentive  payments  increased $55.8
million,  or 15.4%,  to $419.4 million for the year ended December 31, 1999 from
$363.6  million for the year ended December 31, 1998. The increase in electronic
global distribution services revenues resulted in increased commissions to NDCs,
which were partially  offset by the elimination of commissions to Galileo Canada
as,  subsequent to this  acquisition in June 1998, we no longer pay  commissions
but instead incur the direct costs of operating in this market.  NDC commissions
are  generally  based on a percentage of booking  revenues and have,  therefore,
grown at a rate consistent with the growth in booking fees by country. Incentive
payments,  which are provided to subscribers in order to maintain and expand our
travel agency customer base, increased  significantly in 1999 principally due to
the  initiation  of new  contracts  with  multinational  and key  U.S.  regional
accounts  in late 1998 and the first  quarter of 1999,  as well as the impact of
payments to  subscribers  previously  incurred by Galileo  Canada  prior to June
1998.

     The remaining increase in commissions,  selling and administrative expenses
was primarily attributable to $13.4 million in favorable settlements during 1998
of contractual disputes from prior years. This was partially offset by decreased
selling  expenses in the U.S. as we  transitioned  to our internal  sales force,
decreased travel and effectively managed costs throughout the organization.

     SPECIAL  CHARGES.  In 1999,  we recorded a special  charge of $83.2 million
related to the  extinguishment  of a portion of our  liability  arising from our
services agreement with United Airlines.  (See Overview, on page 18, for further
discussion of this charge.)

     Also during 1999, we were  successful in assigning our Swindon,  U.K. lease
at market  rates,  resulting  in the  recovery  of $11.3  million of  facilities
expenses  previously  reserved.  (See  Note  4  to  the  consolidated  financial
statements for further discussion.)


                                       22
<PAGE>

     During 1998,  we recorded  special  charges of $26.4  million  related to a
strategic realignment of our operations in the United Kingdom. (See Overview, on
page 18, for further discussion of this charge.)

     OTHER INCOME  (EXPENSE).  Other income (expense)  includes interest expense
net  of  interest  income,   foreign   exchange  gains  or  losses,   and  other
non-operating  items. Other income, net increased $54.5 million to $48.4 million
in income for the year ended  December 31, 1999 from $6.1 million in expense for
the year ended  December 31, 1998.  This  increase was  primarily  the result of
$58.6 million in gains  realized from sales in secondary  offerings of a portion
of our  equity  in  Equant,  and $5.5  million  in net  gains on the  unrealized
appreciation in our technology investments. These gains were partially offset by
a $6.4 million  increase in net interest expense due to increased debt levels to
fund  repurchases  of our Common  Stock.  The  remaining  decrease was primarily
attributable to lower foreign exchange gains.

     INCOME TAXES.  Income taxes  increased  $13.2 million,  or 10.2%, to $143.1
million for the year ended  December  31, 1999 from $129.9  million for the year
ended  December 31, 1998.  The  increase  was a result of higher  income  before
income  taxes for the year ended  December  31, 1999  compared to the year ended
December 31, 1998.  Partially offsetting this increase was the impact of a lower
effective tax rate in 1999. As a result of successful  tax planning,  we reduced
our 1999 effective tax rate by 30 basis points to 39.6% from 39.9% in 1998.

     NET INCOME. Net income increased $22.6 million, or 11.6%, to $218.2 million
for the year ended  December  31,  1999 from  $195.6  million for the year ended
December 31, 1998.  Net income as a  percentage  of revenues  increased to 14.3%
from 13.2% over the same period.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents  totaled $2.5 million and working capital totaled
$(192.2)  million at December  31, 2000.  At December  31,  1999,  cash and cash
equivalents  totaled $1.8 million and working capital  totaled $(88.8)  million.
Excluding  current  portions of long-term  debt,  working  capital totaled $20.4
million  and  $32.2  million  at  December  31,  2000  and  December  31,  1999,
respectively.  Cash and cash equivalents were insignificant at both December 31,
2000 and December  31, 1999,  as we  carefully  monitor  cash  requirements  and
maintain minimal cash balances.

     Net cash used in investing  activities for the year ended December 31, 2000
included $128.9 million in net cash used to acquire TRIP.com, Terren and Galileo
UK. The remaining  investing  activities  represent  purchases of mainframe data
processing and network  equipment,  purchases of computer  equipment provided to
our travel agency  subscribers,  and  investments in companies  aligned with our
strategic  direction.  Capital  expenditures,  excluding the  capitalization  of
internally  developed software,  were $114.3 million for the year ended December
31, 2000  compared to $92.5  million for the year ended  December 31, 1999.  The
$21.8 million  increase was primarily  attributable  to  expenditures in 2000 to
enhance  the  technological  platform  of  our  computer  systems,  including  a
significant upgrade to our data-storage systems.  Equipment purchases related to
the build-out of Quantitude's TCP/IP network also contributed to the increase.

     Net cash used in financing  activities for the year ended December 31, 2000
included  repurchases of Common Stock for treasury  totaling  $154.6 million and
$32.4 million in dividends paid to our  stockholders.  In April 2000, we entered
into a $500.0 million credit agreement that expires in July 2001. This agreement
replaced the $200.0 million 16-month credit agreement entered into in March 2000
and the $200.0 million  364-day credit  agreement that was due to expire in July
2000.  During the year ended December 31, 2000, net borrowings  under our credit
agreements  totaled $91.0  million.  We had $288.0 million  available  under our
revolving credit facilities at December 31, 2000.

     We expect that future cash  requirements  will  principally  be for capital
expenditures,  including  purchases  related  to  the  continuing  build-out  of
Quantitude's  network,  repayments of  indebtedness,  repurchases  of our Common
Stock  for  treasury,  and  potential  acquisitions  that are  aligned  with our


                                       23
<PAGE>

strategic direction.  (1) We believe that cash generated by operating activities
will be sufficient to fund our future cash requirements, except that significant
acquisitions,   investments,   or  share  repurchases  may  require   additional
borrowings or other financing alternatives. (1)

     In  connection  with  several  NDC  acquisitions  in 1997  and  the  Canada
Acquisition,  we entered into Services  Agreements  for the provision of certain
marketing  services  with the sellers (or  affiliates  of such  sellers) of ATS,
Traviswiss,  Galileo  Nederland and Galileo Canada whereby such sellers (or such
affiliates)  will  provide  services  to us related to  growing  the  respective
business operations of the acquired NDCs.  Pursuant to the Services  Agreements,
we will be required to pay the sellers (or such  affiliates  of the  sellers) of
ATS,  Traviswiss,  Galileo  Nederland  and  Galileo  Canada fees of up to $101.9
million   (reduced   from   $200.0   million  as  a  result  of  the   qualified
special-purpose  entity  transactions  in  December  1999 and  March  2000 - see
discussion  below),  $6.8  million,  $4.7 million and $20.5  million  (each on a
present  value  basis as of the date of the  agreements),  respectively,  in the
sixth  year  (eighth  year  for a  portion  of  Galileo  Canada)  following  the
acquisitions, contingent upon improvements in our airline booking fee revenue in
the sellers'  respective  territories  over the five-year  period following each
acquisition,  as  measured  by the  annual  price  increase  rate  and  over the
five-year  period  (seven-year  period in the case of Galileo Canada)  following
each acquisition, as measured by the annual air segment growth rate.

     In December 1999, we created and transferred $97.3 million in assets to GIO
Services, a special-purpose  entity to provide payment to United Airlines of the
price-increase  portion of our liability  under the ATS services  agreement.  In
March 2000, we transferred  $27.2 million to GIO Services to provide for payment
of the price-related  obligation under the ATS services  agreement to US Airways
in July 2002. The March 2000 payment was funded by our cash flow from operations
and  borrowings  under our existing  credit  facilities.  The  activities of GIO
Services  are  strictly   limited  to  payment  of  these   Services   Agreement
obligations.  As a result  of these  transactions,  we have no  further  payment
obligations  to United  Airlines  and US Airways  related  to booking  fee price
increases under the Services Agreements.

     For the  remainder of the ATS  services  agreement  and all other  Services
Agreements, we have reviewed and, to the extent deemed appropriate,  established
accruals for these payments  based on an evaluation of the  likelihood  that the
revenue goals  required under the terms of these  agreements  will be met. As of
December 31, 2000 and 1999,  accruals  totaling $18.6 million and $13.9 million,
respectively,   have  been  recorded  and  are  reflected  in  the  accompanying
consolidated  balance sheets. We do not expect to incur any liability related to
the air segment  growth  component  of the ATS,  Traviswiss,  or Galileo  Canada
services agreements. (1)

     In  addition  to  reinvesting  a  substantial  portion of  earnings  in our
business,  we  currently  intend  to  pay  regular  quarterly  dividends  and to
repurchase  additional  shares of our Common Stock. (1) In April 2000, our Board
of Directors  authorized a new $250.0 million share repurchase program. We began
purchasing  shares under the new program in June 2000,  after  completion of our
$750.0 million program. The declaration and payment of future dividends, as well
as the amount thereof,  and the amount of future repurchases of our Common Stock
beyond  authorized  amounts  are  subject  to the  discretion  of our  Board  of
Directors and will depend upon our results of operations,  financial  condition,
cash  requirements,  future  prospects and other factors deemed  relevant by our
Board of Directors.  There can be no assurance  that we will declare and pay any
future dividends or repurchase additional shares of our Common Stock. (1)

RECENT DEVELOPMENTS

     On  February  22,  2001,  our  Board  of  Directors   declared  a  dividend
distribution  of one  right (a  "Right")  for each  share  of our  Common  Stock
outstanding  at the close of  business  on March 8, 2001  (the  "Record  Date"),
pursuant to the terms of a Rights Agreement,  dated as of February 22, 2001 (the
"Rights  Agreement").  The Rights Agreement also provides,  subject to specified
exceptions and limitations, that

-----
(1) See  Statement Regarding Forward-Looking Statements on page 25.


                                       24
<PAGE>

shares of Common Stock issued or delivered from the Company's treasury after the
Record Date will be entitled to and accompanied by Rights. The Rights are in all
respects subject to and governed by the provisions of the Rights Agreement.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Statements  in this  report  that are not  strictly  historical,  including
statements as to plans,  objectives and future performance,  are forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section  21E of the  Securities  Exchange  Act of  1934.  We  have  based  these
forward-looking  statements on our current  expectations  and projections  about
future  events.  We undertake  no  obligation  to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  These forward-looking  statements are subject to risks and
uncertainties  that could cause  actual  events or results to differ  materially
from  the  events  or  results  expressed  or  implied  by  the  forward-looking
statements.   You  are   cautioned   not  to  place  undue   reliance  on  these
forward-looking statements.

     Risks  and  uncertainties   associated  with  our   forward-looking
statements include, but are not limited to:

o      We face the  pressures of a competitive  industry, and compete  primarily
       against other large and well-established global distribution systems.
o      Competition to attract and retain travel agency subscribers, and the loss
       of bookings,  without  replacement,  generated by one or more of our five
       largest travel agency customers, could hurt our business.
o      An increase in direct access to travel vendors could hurt our business.
o      An increase in bookings on Internet travel sites could  adversely  affect
       business.
o      Failure   to   maintain   technological   competitiveness   and  to  make
       technological innovations may have a negative effect on our business.
o      Our technology  costs are  substantial  and cannot be quickly  reduced in
       response to a reduction in revenue.
o      Damage to key data facilities could adversely affect our business.
o      Our network and software are vulnerable to security  breaches and similar
       threats  that could  result in our  liability  for  damages  and harm our
       reputation.
o      We are subject to governmental  regulations,  changes in which could have
       an adverse effect on our business.
o      A decline in air travel, due to political  instability,  adverse economic
       conditions or otherwise, could hurt our business.
o      Our  business  relies  on  our  proprietary   software  and  intellectual
       property, which may be vulnerable to third party use.
o      It is  important  that  our  enterprise  networking  services  subsidiary
       execute its  business  plan,  which  includes  delivering  a new Internet
       protocol-based   network  within  the  cost  and  time  frame   currently
       estimated.
o      We are unable to predict  whether any strategic  alternatives to maximize
       stockholder value will become available on acceptable terms.
o      We may be unable to  successfully  integrate  businesses  that we acquire
       into our core business.
o      The  loss of  some  of our  key  employees  could  adversely  affect  our
       business.

     For additional  information  concerning  these risks,  see the risk factors
filed as an exhibit to this report.


                                       25
<PAGE>

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133,  "Accounting for Derivative  Instruments and Hedging Activities," which was
later amended by Statement No. 137,  "Accounting for Derivative  Instruments and
Hedging  Activities - Deferral of the effective  date of FASB Statement No. 133"
and by Statement No. 138,  "Accounting  for Certain  Derivative  Instruments and
Certain   Hedging   Activities  -  an  Amendment  of  FASB  Statement  No.  133"
(collectively,  the  "Standard").  The  Standard  requires  companies  to record
derivative instruments on the balance sheet as assets or liabilities measured at
fair value. The accounting  treatment of gains and losses resulting from changes
in the value of derivatives  depends on the use of the  derivatives  and whether
they  qualify for hedge  accounting.  The Standard is required to be adopted for
financial  statements  issued for the fiscal  year  ending  December  31,  2001.
Management  has  assessed  the impact of the  adoption  of the  Standard  on its
consolidated  financial statements and believes the impact will not be material.
(1)

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Certain of our expenses are subject to  fluctuations in currency values and
interest  rates.  We address  these risks  through a controlled  program of risk
management that includes the use of derivative  financial  instruments.  To some
degree, we are exposed to  credit-related  losses in the event of nonperformance
by counterparties to financial  instruments,  but management does not expect any
counterparties  to  fail to meet  their  obligations  given  their  high  credit
ratings.  (1) We do not  hold or  issue  derivative  financial  instruments  for
trading purposes.

     As discussed in the notes to consolidated  financial  statements,  we enter
into foreign  exchange  forward  contracts to manage exposure to fluctuations in
foreign  exchange  rates  related to the funding of our  European  and  Canadian
operations;  however,  as of  December  31,  2000,  we have no foreign  exchange
forward  contracts  outstanding.  At December  31, 1999 and 1998,  the  notional
principal amounts of outstanding  forward contracts were $19.6 million and $31.1
million,  respectively.  The fair  value of  outstanding  forward  contracts  at
December 31, 1999 and 1998 was $0.03 million and $0.8 million, respectively.

     We are party to a $400.0 million  five-year  credit  agreement and a $500.0
million 16-month credit agreement (collectively, the "Credit Agreements") with a
group of banks.  Interest on the  borrowings may be either Base Rate, CD Rate or
LIBOR based.  For the year ended December 31, 2000, the effective  interest rate
for loans  outstanding  under the Credit Agreements was 6.92%. If interest rates
had averaged 10% higher in 2000, our interest expense would have  hypothetically
increased  by  $4.5  million.   This  amount  was  calculated  by  applying  the
hypothetical increase to the applicable interest rates and outstanding principal
throughout the year.

     We have also entered into interest rate swap agreements to convert portions
of our variable  rate debt to fixed rate.  We account for our interest rate swap
agreements as a hedge of our interest rate exposure.  At December 31, 2000, 1999
and 1998, we had outstanding interest rate swap agreements with a total notional
value of $34.4 million with fixed interest rates averaging 5.87%. The fair value
of outstanding  swap  agreements at December 31, 2000,  1999 and 1998 was $(0.1)
million, $1.0 million and $(1.0) million, respectively.

     We are  also  exposed  to  equity  price  risks  on the  marketable  equity
securities we hold for strategic purposes.  Assuming a 20% adverse change in the
December 31, 2000 equity  prices of our  marketable  securities,  our  financial
position would not have been materially affected.

-----
(1)  See Statement Regarding Forward-Looking Statements on page 25.


                                       26
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                   PAGE
                                                                   ----

   Independent Auditors' Report                                     28

   Consolidated Balance Sheets as of December 31, 2000 and 1999     29

   Consolidated Statements of Income for the years ended            31
    December 31, 2000, 1999 and 1998

   Consolidated Statements of Cash Flows for the years ended        32
    December 31, 2000, 1999 and 1998

   Consolidated Statements of Stockholders' Equity for the          33
    years ended December 31, 2000, 1999 and 1998

   Notes to Consolidated Financial Statements                       34





















                                       27

<PAGE>

                          Independent Auditors' Report

The Board of Directors
Galileo International, Inc.:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Galileo
International, Inc. and subsidiaries (the "Company") as of December 31, 2000 and
1999, and the related consolidated  statements of income,  stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2000. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Galileo
International,  Inc. and  subsidiaries as of December 31, 2000 and 1999, and the
results  of their  operations  and their cash flows for each of the years in the
three-year  period  ended  December  31,  2000  in  conformity  with  accounting
principles generally accepted in the United States of America.

KPMG LLP

Chicago, Illinois
January 26, 2001, except as to Note 15, which is as of February 22, 2001.


















                                       28
<PAGE>
<TABLE>


                           GALILEO INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)

                                                                 December 31,
                                                          --------------------------

                                                               2000            1999
                                                               ----            ----
                        ASSETS
                        ------
Current assets:
<S>                                                           <C>            <C>
    Cash and cash equivalents                             $     2,460    $     1,794
    Accounts receivable:
      Trade receivables and other                             178,549        166,885
      Due from affiliates                                      23,001         19,057
                                                          -----------    -----------
                                                              201,550        185,942
      Less allowances                                           9,351          7,819
                                                          -----------    -----------
    Net accounts receivable                                   192,199        178,123
    Deferred tax assets                                        17,794         15,338
    Prepaid expenses                                           18,158         13,240
    Other current assets                                       14,084         21,955
                                                          -----------    -----------
      Total current assets                                    244,695        230,450
Property and equipment, at cost:
    Land                                                        6,470          6,470
    Buildings and improvements                                 76,452         72,219
    Equipment                                                 416,406        354,686
                                                          -----------    -----------
                                                              499,328        433,375
    Less accumulated depreciation                             288,651        242,498
                                                          -----------    -----------
Net property and equipment                                    210,677        190,877
Computer software, at cost                                    480,598        430,706
    Less accumulated amortization                             320,328        269,912
                                                          -----------    -----------
Net computer software                                         160,270        160,794
Intangible assets, at cost:
    Customer lists                                            426,564        406,614
    Goodwill                                                  380,014        189,097
    Other                                                      87,214         64,167
                                                          -----------    -----------
                                                              893,792        659,878
    Less accumulated amortization                             173,580         87,742
                                                          -----------    -----------
Net intangible assets                                         720,212        572,136
Long-term investments                                          15,706         29,033
Other noncurrent assets                                       127,699         71,903
                                                          -----------    -----------
                                                          $ 1,479,259    $ 1,255,193
                                                          ===========    ===========





                                   (Continued)

          See accompanying notes to consolidated financial statements.


                                       29
<PAGE>

                           GALILEO INTERNATIONAL, INC.
                     CONSOLIDATED BALANCE SHEETS (continued)
                        (in thousands, except share data)

                                                                 December 31,
                                                          --------------------------
                                                               2000            1999
                                                               ----            ----
             LIABILITIES AND STOCKHOLDERS' EQUITY
             ------------------------------------
Current liabilities:
    Accounts payable:
      Trade payables and other                            $    73,825    $    45,676
      Due to affiliates                                         3,088          2,358
                                                          -----------    -----------
                                                               76,913         48,034
    Accrued commissions                                        34,471         33,722
    Accrued compensation and benefits                          20,709         19,939
    Income taxes payable                                        1,234          2,785
    Other accrued liabilities                                  89,283         93,663
    Capital lease obligations, current portion                  1,638            110
    Long-term debt, current portion                           212,654        121,000
                                                          -----------    -----------
      Total current liabilities                               436,902        319,253
Pension and postretirement benefits                            79,285         68,466
Deferred tax liabilities                                       35,398         14,656
Other noncurrent liabilities                                   25,427         24,741
Capital lease obligations, less current portion                 2,619             92
Long-term debt, less current portion                          434,392        434,392
                                                          -----------    -----------
Total liabilities                                           1,014,023        861,600
Stockholders' equity:
    Special voting preferred stock:  $.01 par value;
      7 shares authorized; 3 shares issued and outstanding        ---            ---
    Preferred stock:  $.01 par value;  25,000,000 shares
      authorized; no shares issued                                ---            ---
    Common stock:   $.01 par value;   250,000,000 shares
      authorized; 105,232,696 and 105,038,035 shares issued;
      88,311,977 and 89,999,435 shares outstanding              1,052          1,050
    Additional paid-in capital                                682,988        671,615
    Retained earnings                                         357,008        368,843
    Unamortized restricted stock grants                        (1,963)        (2,761)
    Accumulated other comprehensive income                     (4,493)        (2,866)
    Common stock held in treasury, at cost:  16,920,719
      and 15,038,600 shares                                  (569,356)      (642,288)
                                                          -----------    -----------
Total stockholders' equity                                    465,236        393,593
                                                          -----------    -----------
                                                          $ 1,479,259    $ 1,255,193
                                                          ===========    ===========





          See accompanying notes to consolidated financial statements.



                                     30
</TABLE>
<PAGE>

<TABLE>

                           GALILEO INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                        (in thousands, except share data)


                                                 Year ended December 31,
                                           -------------------------------------
                                              2000         1999         1998
                                              ----         ----         ----

Revenues:
<S>                                        <C>          <C>          <C>
   Electronic global distribution
        services                          $ 1,561,464  $ 1,452,101   $ 1,342,705
   Information services                        81,834       74,001       138,113
                                           -----------  -----------  -----------
                                            1,643,298    1,526,102     1,480,818
Operating expenses:
   Cost of operations                         585,752      527,716       568,271
   Commissions, selling and administrative    701,447      613,617       554,509
   Special charges (Recovery of) -
        restructurings                          1,736      (11,359)       26,460
   Special charges - services agreements       19,725       83,226           ---
   Special charge - in-process research
        and development write-off               7,000          ---           ---
                                           -----------  -----------  -----------
                                            1,315,660    1,213,200     1,149,240
                                           -----------  -----------  -----------
Operating income                              327,638      312,902       331,578
Other income (expense):
   Interest expense, net                      (44,925)     (16,004)       (9,629)
   Other, net                                 (16,839)      64,374         3,532
                                           -----------  -----------  -----------
Income before income taxes                    265,874      361,272       325,481
Income taxes                                  116,985      143,064       129,867
                                           -----------  -----------  -----------
Net income                                $   148,889  $   218,208   $   195,614
                                           ===========  ===========  ===========

Weighted average shares outstanding        89,972,364   98,140,621   104,796,282
                                           ===========  ===========  ===========
Basic earnings per share                  $      1.65  $      2.22   $      1.87
                                           ===========  ===========  ===========
Diluted weighted average shares
   outstanding                             90,350,120   98,813,522   105,186,241
                                           ===========  ===========  ===========
Diluted earnings per share                $      1.65  $      2.21   $      1.86
                                           ===========  ===========  ===========

          See accompanying notes to consolidated financial statements.










                                       31
</TABLE>
<PAGE>

<TABLE>
                           GALILEO INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                            Year ended December 31,
                                                      ------------------------------------
                                                         2000        1999         1998
                                                         ----        ----         ----

Operating activities:
<S>                                                    <C>         <C>          <C>
   Net income                                          $ 148,889   $ 218,208    $ 195,614
   Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation and amortization                      217,651     166,299      172,537
      Loss (gain) on sale of assets                          324     (58,347)        (419)
      Impairment write-down of minority ownership
        investments                                       10,186         ---          ---
      Write-off of in-process research and development     7,000         ---          ---
      Unrealized gain on trading securities                  ---     (10,492)         ---
      Deferred income taxes, net                           4,280       6,516       (5,167)
      Changes in operating assets and liabilities, net
        of effects from acquisition of businesses:
         Accounts receivable, net                         (3,861)     (1,209)      (8,149)
         Other current assets                              8,148       3,194       (2,826)
         Noncurrent assets                               (33,919)    (18,299)     (28,428)
         Accounts payable and accrued commissions           (456)      3,111        2,903
         Accrued liabilities                              (9,871)    (13,848)      30,258
         Income taxes payable                             (1,534)     (8,794)      10,140
         Noncurrent liabilities                           16,178      (5,962)      12,615
      Other                                                2,036         798          ---
                                                      -----------  ----------  -----------
Net cash provided by operating activities                365,051     281,175      379,078

Investing activities:
   Purchase of property and equipment                    (55,498)    (84,445)     (89,442)
   Purchase and capitalization of computer software      (52,955)    (20,657)     (23,496)
   Proceeds on sale of assets                              1,441      60,470        3,750
   Acquisition of businesses, net of cash acquired in
      2000 and 1998 of $15,551 and $3,576, respectively (128,861)        ---      (50,433)
   Purchase of debt and equity securities                (32,421)    (35,290)      (5,076)
                                                      -----------  ----------  -----------
Net cash used in investing activities                   (268,294)    (79,922)    (164,697)

Financing activities:
   Borrowings under credit agreements                    190,000     574,000       49,392
   Repayments under credit agreements                    (99,000)    (88,128)    (230,004)
   Repurchase of common stock for treasury              (154,640)   (635,523)      (6,765)
   Dividends paid to stockholders                        (32,356)    (33,940)     (29,871)
   Payments of capital lease obligations                    (510)    (27,701)      (7,311)
   Other financing activities                                298       3,363          787
                                                      -----------  ----------  -----------
Net cash used in financing activities                    (96,208)   (207,929)    (223,772)
Effect of exchange rate changes on cash                      117      (1,358)        (148)
                                                      -----------  ----------  -----------
Increase (decrease) in cash and cash equivalents             666      (8,034)      (9,539)
Cash and cash equivalents at beginning of year             1,794       9,828       19,367
                                                      -----------  ----------  -----------
Cash and cash equivalents at end of year               $   2,460   $   1,794    $   9,828
                                                      ===========  ==========  ===========




          See accompanying notes to consolidated financial statements.

                                       32

</TABLE>
<PAGE>

<TABLE>

                           GALILEO INTERNATIONAL, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                        (in thousands, except share data)


                                                Special
                                                Voting                  Additional
                                               Preferred      Common    Paid - in      Retained
                                                 Stock         Stock     Capital       Earnings
                                                 -----         -----     -------       --------

<S>                                                <C>       <C>       <C>            <C>
Balance at December 31, 1997                        $ -       $ 1,048   $ 663,688     $  18,832
Comprehensive income:
   Net income                                         -             -           -       195,614
   Foreign currency translation adjustments           -             -           -             -
Comprehensive income
Issuance of 97,900 shares of restricted stock         -             1       3,991             -
Amortization of restricted stock grants               -             -           -             -
Issuance of 33,150 shares of Common stock under
   employee stock option plans                        -             -         787             -
Repurchase of 169,100 shares of Common stock
   for treasury                                       -             -           -             -
Dividends paid ($0.285 per share)                     -             -           -       (29,871)
                                                -------       -------   ---------     ---------

Balance at December 31, 1998                          -         1,049     668,466       184,575
Comprehensive income:
   Net income                                         -             -           -       218,208
    Unrealized holding losses on marketable
     securities                                       -             -           -             -
    Foreign currency translation adjustments          -             -           -             -
   Other comprehensive income (loss)
Comprehensive income
Amortization of restricted stock grants               -             -           -             -
Issuance of 107,285 shares of Common stock under
   employee stock option plans                        -             1       3,149             -
Repurchase of 14,869,500 shares of Common stock
   for treasury                                       -             -           -             -
Retirement of 4 shares of Special voting preferred
   stock                                              -             -           -             -
Dividends paid ($0.345 per share)                     -             -           -       (33,940)
                                                -------       -------   ---------     ---------

Balance at December 31, 1999                          -         1,050     671,615       368,843
Comprehensive income:
   Net income                                         -             -           -       148,889
    Unrealized holding gains on marketable
     securities                                       -             -           -             -
    Reclassification adjustment for losses included
     in net income                                    -             -           -             -
    Foreign currency translation adjustments          -             -           -             -
   Other comprehensive income (loss)
Comprehensive income
Amortization of restricted stock grants               -             -           -             -
Issuance of 194,661 shares of Common stock under
   employee stock option plans                        -             2         494             -
Issuance of stock options upon acquisition of
   TRIP.com                                           -             -      10,879             -
Issuance of 5,499,630 shares of Common stock from
   treasury to acquire TRIP.com                       -             -           -      (127,917)
Issuance of 21,199 shares of Common stock from
   treasury under employee stock purchase plan        -             -           -          (451)
Repurchase of 7,402,948 shares of Common stock
   for treasury                                       -             -           -             -
Dividends paid ($0.36 per share)                      -             -           -       (32,356)
                                                -------       -------   ---------     ---------

Balance at December 31, 2000                        $ -       $ 1,052   $ 682,988     $ 357,008
                                                =======       =======   =========     =========

















                                      GALILEO INTERNATIONAL, INC.
                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (in thousands, except share data)



                                                                     Accumulated
                                                        Unamortized     Other
                                                        Restricted   Comprehensive   Treasury
                                                        Stock Grants   Income         Stock      Total
                                                        ----------   -----------   ----------------------

<S>                                                           <C>         <C>           <C>    <C>
Balance at December 31, 1997                             $      -      $    128  $        -    $ 683,696
Comprehensive income:
   Net income                                                   -             -           -      195,614
   Foreign currency translation adjustments                     -        (1,267)          -       (1,267)
                                                                                               ----------
Comprehensive income                                                                             194,347
Issuance of 97,900 shares of restricted stock              (3,992)            -           -            -
Amortization of restricted stock grants                       433             -           -          433
Issuance of 33,150 shares of Common stock under
   employee stock option plans                                  -             -           -          787
Repurchase of 169,100 shares of Common stock
   for treasury                                                 -             -      (6,765)      (6,765)
Dividends paid ($0.285 per share)                               -             -           -      (29,871)
                                                        ----------   -----------   ---------   ----------

Balance at December 31, 1998                               (3,559)       (1,139)     (6,765)     842,627
Comprehensive income:
   Net income                                                   -             -           -      218,208
    Unrealized holding losses on marketable securities          -        (1,122)          -       (1,122)
    Foreign currency translation adjustments                    -          (605)          -         (605)
                                                                                               ----------
   Other comprehensive income (loss)                                                              (1,727)
                                                                                               ----------
Comprehensive income                                                                             216,481
Amortization of restricted stock grants                       798             -           -          798
Issuance of 107,285 shares of Common stock under
   employee stock option plans                                  -             -           -        3,150
Repurchase of 14,869,500 shares of Common stock
   for treasury                                                 -             -    (635,523)    (635,523)
Retirement of 4 shares of Special voting preferred
   stock                                                        -             -           -            -
Dividends paid ($0.345 per share)                               -             -           -      (33,940)
                                                        ----------   -----------   ---------   ----------

Balance at December 31, 1999                               (2,761)       (2,866)   (642,288)     393,593
Comprehensive income:
   Net income                                                   -             -           -      148,889
    Unrealized holding gains on marketable securities           -           686           -          686
    Reclassification adjustment for losses included in
     net income                                                 -         1,122           -        1,122
    Foreign currency translation adjustments                    -        (3,435)          -       (3,435)
                                                                                               ----------
   Other comprehensive income (loss)                                                              (1,627)
                                                                                               ----------
Comprehensive income                                                                             147,262
Amortization of restricted stock grants                       798             -           -          798
Issuance of 194,661 shares of Common stock under
   employee stock option plans                                  -             -           -          496
Issuance of stock options upon acquisition of TRIP.com          -             -           -       10,879
Issuance of 5,499,630 shares of Common stock from
   treasury to acquire TRIP.com                                 -             -     226,842       98,925
Issuance of 21,199 shares of Common stock from treasury
   under employee stock purchase plan                           -             -         730          279
Repurchase of 7,402,948 shares of Common stock
   for treasury                                                 -             -    (154,640)    (154,640)
Dividends paid ($0.36 per share)                                -             -           -      (32,356)
                                                        ----------   -----------   ---------   ----------

Balance at December 31, 2000                             $ (1,963)     $ (4,493) $ (569,356)   $ 465,236
                                                        ==========   ===========  ==========   ==========



                      See accompanying notes to consolidated financial statements.


                                       33

</TABLE>
<PAGE>

                           GALILEO INTERNATIONAL, INC.
                   Notes to Consolidated Financial Statements
                        (in thousands, except share data)



1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

     Galileo International,  Inc. (the "Company"),  incorporated in the state of
Delaware,  is  one  of  the  world's  leading  providers  of  electronic  global
distribution   services  for  the  travel  industry   utilizing  a  computerized
reservation  system  ("CRS").  The Company  provides  travel  agencies and other
subscribers  with the  ability to access  schedule  and fare  information,  book
reservations  and  issue  tickets  for  airlines.   The  Company  also  provides
subscribers  with  information  and  booking  capability   covering  car  rental
companies and hotel  properties  throughout the world.  Through its wholly owned
subsidiary,   Quantitude,   Inc.  ("Quantitude"),   the  Company  also  provides
enterprise  networking  services to customers  both in and outside of the travel
industry.  The Company distributes its products and services in 107 countries on
six continents.

Principles of Consolidation and Business Acquisitions

     The consolidated  financial  statements include the accounts of the Company
and all majority-owned  subsidiaries.  All significant intercompany accounts and
transactions are eliminated in consolidation.

     In 1999, the Company acquired a minority equity interest in TRIP.com,  Inc.
("TRIP.com"),  an online travel services and technology  provider.  On March 10,
2000, the Company purchased the remaining 81% ownership interest in TRIP.com for
$214,390 in a combined cash and stock transaction.  The Company paid $104,586 in
cash and issued 5,499,630  shares of Common Stock,  previously held in treasury,
valued at $98,925.  In addition,  the Company  converted all  outstanding  stock
options of TRIP.com into the Company's stock options (the  "Converted  Options")
at an estimated fair value of $10,879.

     The following unaudited pro forma financial  information presents a summary
of  consolidated  results of  operations  of the Company and  TRIP.com as if the
acquisition had occurred on January 1, 1999:

                                      Year ended December 31,
                                      -----------------------
                                         2000         1999
                                         ----         ----
          Revenues                  $ 1,645,870  $ 1,536,776
          Net income                    142,459      153,688
          Basic earnings per share         1.57         1.48
          Diluted earnings per share       1.56         1.47

     These  unaudited  pro forma  results  include  adjustments  for  additional
amortization  of goodwill and other  intangible  assets.  Additionally,  the pro
forma  operating  results  include  pro forma  interest  expense on the  assumed
acquisition  borrowings to finance the cash portion of the TRIP.com acquisition;
pro forma adjustments to the provision for income taxes to reflect the effect of
non-deductible  amortization of goodwill and other  intangible  assets;  and pro
forma  adjustments  to the  weighted  average  shares  outstanding  and  diluted
weighted average shares  outstanding used in the earnings per share calculations
for the issuance of the  Company's  Common Stock and the dilutive  effect of the
Converted Options outstanding, respectively.


                                       34
<PAGE>

     The results of operations  reflected in the pro forma  information  are not
necessarily  indicative  of the results  which  would have been  reported if the
TRIP.com acquisition had occurred at the beginning of the periods presented,  or
of the future operations of the consolidated entities.

     Also during 2000, the Company  acquired Terren  Corporation  ("Terren"),  a
developer of client-server software for business databases,  data communications
and information  management,  and Travel  Automation  Services Limited ("Galileo
UK"), the Company's national distribution company ("NDC") in the United Kingdom.
Terren and  Galileo UK were  acquired  on March 8 and April 14, 2000 at purchase
prices of $2,592  and  $19,992,  respectively.  The  purchase  price for  Terren
consisted of $1,405 in cash  payments and the  assumption  of a note payable and
accrued interest  totaling  $1,187.  The purchase price for Galileo UK consisted
entirely of cash. In connection  with the acquisition of Galileo UK, the Company
terminated  certain revenue sharing  obligations in exchange for $10,051 in cash
paid on the acquisition  date. The related  intangible  asset is being amortized
over 17 years. The pro forma effects of these acquisitions are not significant.

     In  connection  with all of the 2000  acquisitions,  the  Company  incurred
expenses  of  $8,378,  which  have been  accounted  for as part of the  purchase
prices.  The Company accounted for these  acquisitions using the purchase method
of accounting.  Accordingly,  the costs of these  acquisitions were allocated to
the assets  acquired and  liabilities  assumed  based on their  respective  fair
values.  Goodwill  and  other  intangible  assets  related  to the cost of these
acquisitions are being amortized over 3 to 20 years. The resulting  amortization
is included in cost of operations  expenses.  The results of operations and cash
flows of TRIP.com,  Terren and Galileo UK have been  consolidated  with those of
the Company from the date of each acquisition.

     During  1998,  the Company  acquired a  Florida-based  airline  information
systems company, S. D. Shepherd Systems, Inc. ("Shepherd Systems") and two NDCs:
Galileo Nordiska AB ("Nordiska") and Galileo Canada Distributions  Systems, Inc.
("Galileo Canada").  Nordiska, Galileo Canada and Shepherd Systems were acquired
on  January  1, June 1 and  November  19,  1998 at  purchase  prices of  $2,066,
$34,392,  and $16,740,  respectively.  In connection with the acquisitions,  the
Company also incurred expenses of $811, which have been accounted for as part of
the  purchase  prices.  The Company  accounted  for the  acquisitions  using the
purchase method of accounting.  Accordingly,  the costs of the acquisitions were
allocated  to the  assets  acquired  and  liabilities  assumed  based  on  their
respective  fair values.  Goodwill  related to the cost of the  acquisitions  is
being  amortized  over 10 to 25  years  and is  included  in cost of  operations
expenses.  The results of  operations  and cash flows of the acquired  companies
have  been  consolidated  with  those  of the  Company  from  the  date  of each
acquisition.  In connection with the acquisition of Galileo Canada,  the Company
incurred $34,392 of debt under a five-year term loan agreement.

Uses of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Reclassifications

     Certain  prior-year  amounts have been  reclassified to conform to the 2000
presentation.


                                       35
<PAGE>

Foreign Currency Translation

     The  Company  uses the U.S.  dollar for  financial  reporting  purposes  as
substantially  all of the Company's  billings are in U.S.  dollars.  The balance
sheets of the Company's  foreign  subsidiaries  are translated into U.S. dollars
using the balance  sheet date  exchange  rate,  and  revenues  and  expenses are
translated using the average exchange rate. The resulting  translation gains and
losses are recorded as a separate  component of  stockholders'  equity.  Foreign
currency  transaction  gains  and  losses  are  reflected  in  the  consolidated
statements of income.

Cash and Cash Equivalents

     Cash in excess of  operating  requirements  is  invested  daily in  liquid,
income-producing  investments,  having  maturities of three months or less.  The
carrying  amounts   reported  on  the  consolidated   balance  sheets  for  cash
equivalents include cost and accrued interest, which approximate fair value.

Fair Value of Financial Instruments

     The  carrying  values of the  Company's  financial  instruments,  excluding
non-marketable  equity  securities  (as  discussed  in  Note  6) and  derivative
financial instruments, are reasonable estimates of their fair value.

Allowance for Doubtful Accounts Receivable

     The allowance for doubtful  accounts  receivable  was $9,351,  $7,819,  and
$13,747 at December 31, 2000, 1999, and 1998,  respectively.  Provisions for bad
debts were $5,371,  $2,569,  and $(3,862) for the years ended December 31, 2000,
1999, and 1998, respectively.  Write-offs of uncollectible accounts were $5,948,
$9,763,  and $5,124 for the years  ended  December  31,  2000,  1999,  and 1998,
respectively.  The 1998 provision includes a $7,548 recovery  settlement related
to a contractual dispute from a prior year.

Accounting for the Impairment of Long-Lived Assets

     Statement of Financial  Accounting  Standards No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of,"
requires that long-lived assets and certain identifiable  intangibles to be held
and used by any entity be reviewed for impairment  whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  If an indication of a potential impairment exists,  recoverability
of the respective assets is determined by comparing the forecasted  undiscounted
net cash flows of the  operation  to which the assets  relate,  to the  carrying
amount,  including  associated  intangible  assets,  of such  operation.  If the
operation  is  determined  to be unable to recover  the  carrying  amount of its
assets,  then  intangible  assets are written down first,  followed by the other
long-lived  assets of the  operation,  to fair value.  Fair value is  determined
based on discounted cash flows or appraised values, depending upon the nature of
the  assets.  In  determining  the  estimated  future  cash  flows,  the Company
considers  current  and  projected  future  levels of income as well as business
trends, prospects and market and economic conditions.

     The carrying amount of the Company's long-lived assets at December 31, 2000
and 1999 primarily  represents the original  amounts  invested less the recorded
depreciation and amortization.  Management believes the carrying amount of these
investments is not impaired.


                                       36
<PAGE>

Property and Equipment

     Depreciation  of property and  equipment  is provided on the  straight-line
method over the following estimated useful lives of the assets:

       Buildings and improvements                        3-31 years
       Equipment                                         3-10 years

     Depreciation  expense for the years ended December 31, 2000, 1999, and 1998
was $77,979, $79,111, and $83,724, respectively.

Computer Software

     Effective  January 1, 1998, the Company adopted the provisions of Statement
of Position 98-1,  "Accounting for the Costs of Computer  Software  Developed or
Obtained for Internal Use." Accordingly,  certain costs to develop  internal-use
computer software are being capitalized.  Prior to 1998, the Company capitalized
certain  software  development  costs in accordance  with Statement of Financial
Accounting  Standards No. 86,  "Accounting for the Costs of Computer Software to
Be Sold, Leased or Otherwise Marketed." The ongoing assessment of recoverability
of capitalized  software  development  costs requires  considerable  judgment by
management with respect to certain external  factors,  including but not limited
to estimated economic life and changes in software and hardware technology.

     Computer software consists  principally of purchased  computer software and
capitalized computer software  development costs.  Amortization is provided on a
straight-line method over estimated useful lives of 3 to 10 years.  Amortization
expense for the years ended  December  31,  2000,  1999,  and 1998 was  $53,740,
$49,384, and $52,688, respectively.

Intangible Assets

     Intangible  assets  are  amortized  on the  straight-line  method  over the
following useful lives:

        Customer lists                                     3-17 years
        Goodwill                                           3-25 years
        Other                                              3-17 years

     Amortization  expense for the years ended December 31, 2000, 1999, and 1998
was $85,932, $37,804, and $35,692, respectively.

Investments

     The  Company   strategically   invests  in  certain  equity  securities  of
technology,  travel and  Internet-related  companies in order to strengthen  its
core  product  offerings  or to enhance its  technological  infrastructure.  The
Company   classifies  its  marketable   equity   securities   into  trading  and
available-for-sale  categories in accordance with the provisions of Statement of
Financial  Accounting  Standards No. 115, "Accounting for Certain Investments in
Debt and Equity  Securities." The Company's  trading  securities are reported at
fair value with unrealized gains and losses reported in other income or expense.
Available-for-sale  securities are reported at fair value, with unrealized gains
and losses,  net of tax,  recorded in  stockholders'  equity.  Realized gains or
losses, and other than temporary declines in value, if any, on equity securities
are  reported  in other  income or expense as  incurred.  Investments  in equity
securities  are  accounted  for under the cost or equity  method as  appropriate
under APB Opinion No. 18, "The Equity Method of Accounting  for  Investments  in
Common Stock." For non-quoted investments,  the Company's


                                       37
<PAGE>

policy  is  to  regularly  review  the  assumptions   underlying  the  operating
performance  and cash flow  forecasts in  assessing  the  carrying  values.  The
Company identifies and records impairment on these investments in privately-held
companies  when events and  circumstances  indicate  that such  assets  might be
impaired.

Revenue Recognition

     Fees are charged to airline,  car rental,  hotel and other travel suppliers
for bookings made through the Company's CRS and are dependent upon the level and
usage of  functionality  within  the CRS at  which  the  supplier  participates.
Booking fee revenue is  recognized at the time the  reservation  is made for air
bookings, at the time of pick-up for car bookings,  and at the time of check-out
for hotel bookings.

Research and Development

     Research  and  development  costs,   excluding   amortization  of  computer
software,  are expensed as incurred and were $7,052,  $6,205, and $4,786 for the
years ended December 31, 2000, 1999, and 1998, respectively.

Derivative Financial Instruments

     In the normal course of business,  portions of the  Company's  expenses are
subject to  fluctuations  in currency  values and  interest  rates.  The Company
addresses  these risks  through a  controlled  program of risk  management  that
includes  the use of  derivative  financial  instruments.  To some  degree,  the
Company is exposed to  credit-related  losses in the event of  nonperformance by
counterparties  to financial  instruments,  but  management  does not expect any
counterparties  to  fail to meet  their  obligations  given  their  high  credit
ratings. The Company does not hold or issue derivative financial instruments for
trading purposes.

     The Company  enters  into  foreign  exchange  forward  contracts  to manage
exposure to fluctuations in foreign exchange rates related to the funding of its
European and Canadian  operations.  The Company  accounts for such  contracts by
recording any  unrealized  gains or losses in income each reporting  period.  At
December  31,  2000,  the  Company  had no foreign  exchange  forward  contracts
outstanding.  At December 31, 1999 and 1998, the notional  principal  amounts of
outstanding forward contracts were $19,635 and $31,123,  respectively.  The fair
value of outstanding forward contracts at December 31, 1999 and 1998 was $32 and
$821, respectively.

     The Company has also entered into interest rate swap  agreements to convert
portions of its variable rate debt to fixed rate.  The Company  accounts for its
interest rate swap  agreements as a hedge of its interest  rate  exposure.  (See
Note  8  for  further   information   regarding  the  Company's   interest  rate
agreements.)

Income Taxes

     The Company  accounts for income taxes in accordance with the provisions of
Statement of Financial  Accounting  Standards  No. 109,  "Accounting  for Income
Taxes" ("Statement 109"). Under the asset and liability method of Statement 109,
deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences  attributable  to the  difference  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases and operating loss and tax credit  carryforwards.  Deferred tax assets and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities  of a change in tax rates is recognized in income in the period that
includes the enactment date.


                                       38
<PAGE>

Earnings per Share

     Basic earnings per share data for the years ended  December 31, 2000,  1999
and 1998 is calculated based on the weighted average shares  outstanding for the
period.  Diluted  earnings  per  share  is  calculated  as if  the  Company  had
additional  Common Stock  outstanding from the beginning of the year or the date
of grant for all dilutive stock options, net of assumed repurchased shares using
the treasury  stock method.  This resulted in increases in the weighted  average
number of shares  outstanding  for the years ended  December 31, 2000,  1999 and
1998 of 377,756, 672,901, and 389,959,  respectively. At December 31, 2000, 1999
and 1998, options totaling 4,208,528,  2,051,981,  and 1,837,900,  respectively,
were excluded from the calculations as their effect was antidilutive.

2.     TRANSACTIONS WITH AFFILIATES

     Airline   stockholders,   in  aggregate,   owned  64.9%  of  the  Company's
outstanding  Common Stock at December 31, 1998, with only United Air Lines, Inc.
("United  Airlines") and KLM deemed to be affiliates due to indirect  ownership,
individually,  greater than 10% of the Company's  outstanding  Common Stock.  In
June 1999, the Company  completed a secondary  offering of its Common Stock, and
also repurchased shares from an airline stockholder. As of December 31, 2000 and
1999, the percentage of the Company's  outstanding Common Stock owned by airline
stockholders was 27.5% and 27.0%, respectively, with only United Airlines deemed
to be an affiliate. (See Note 10 for further information regarding the secondary
offering and repurchase of shares by the Company.)

     The Company recognized  electronic global  distribution  services revenues,
primarily  in the form of  booking  fees,  from  affiliates  totaling  $133,333,
$138,361,  and $170,346 for the years ended  December 31, 2000,  1999, and 1998,
respectively.  The Company also  received  information  services  revenues  from
affiliates totaling $70,922,  $65,392, and $128,839 for the years ended December
31, 2000, 1999, and 1998,  respectively.  Total revenues from United Airlines of
$204,255, $203,753, and $269,942 were greater than 10% of the Company's revenues
for the years ended December 31, 2000, 1999, and 1998, respectively.

     The Company,  in the ordinary course of business,  purchases  services from
affiliates.   Services   purchased  from   affiliates   and  classified   within
commissions,  selling and  administrative  expenses totaled $3,669,  $4,715, and
$15,623 for the years ended December 31, 2000, 1999, and 1998, respectively.

     In July 1997, the Company  entered into certain  services  agreements  with
airline  stockholders to provide fare quotation services,  internal  reservation
services,  other internal management services and software development services.
The Company will provide the fare  quotation  services  under  existing  pricing
arrangements  for a period of  approximately  five years.  In December 1999, the
Company  amended the  agreement  under  which it  provides  certain of the above
mentioned services to United Airlines. This amendment, which went into effect on
January 1, 2000,  extends the length of the  agreement  for an  additional  five
years.

3.    EMPLOYEE PENSION AND OTHER POSTRETIREMENT BENEFITS

     The Company  has defined  benefit  pension  plans and other  postretirement
benefit  plans that  cover  substantially  all U.S.  employees.  Other  benefits
include  health care  benefits  provided to retired U.S.  employees  and retiree
flight  benefits  provided to certain  former  United  Airlines  employees.  The
Company has no significant  postretirement  health care benefit plans outside of
the United States.  The majority of its


                                       39
<PAGE>

U.S.  employees  may become  eligible  for these  benefits if they reach  normal
retirement age while working for the Company.

     The following tables provide a reconciliation  of the changes in the plans'
benefit  obligations  and fair value of assets for the years ending December 31,
2000 and 1999,  and a statement of the funded status as of December 31, 2000 and
1999:

<TABLE>

                                             Pension Benefits           Other Benefits
                                             ----------------           --------------
                                             2000        1999          2000        1999
                                             ----        ----          ----        ----

RECONCILIATION OF BENEFIT OBLIGATIOn
<S>                                       <C>          <C>           <C>         <C>
Obligation at January 1                   $ 114,693    $ 113,430     $ 42,647    $ 43,416
Service cost                                  7,861        8,101        2,036       2,189
Interest cost                                 9,911        8,321        3,785       3,067
Actuarial loss (gain)                        10,542      (13,203)       6,406      (5,594)
Benefit payments                             (3,735)      (1,956)        (763)       (431)
                                          ---------    ---------     --------    --------
Obligation at December 31                 $ 139,272    $ 114,693     $ 54,111    $ 42,647
                                          =========    =========     ========    ========

RECONCILIATION OF FAIR VALUE OF PLAN ASSETS

Fair value of plan assets at January 1    $ 118,897     $ 99,757     $      -    $      -
Actual return on plan assets                 (7,186)      21,078            -           -
Employer contributions                          190           18          763         431
Benefit payments                             (3,735)      (1,956)        (763)       (431)
                                          ---------    ---------     --------    --------
Fair value of plan assets at December 31  $ 108,166    $ 118,897     $      -    $      -
                                          =========    =========     ========    ========

FUNDED STATUS

Funded status at December 31              $ (31,106)     $ 4,204    $ (54,111)  $ (42,647)
Unrecognized transition obligation            1,741        1,990            -           -
Unrecognized prior-service cost               1,797        2,379       (1,077)     (1,227)
Unrecognized (gain) loss                     (1,946)     (32,121)       5,469        (937)
                                          ---------    ---------     --------    --------
Net amount recognized                     $ (29,514)   $ (23,548)   $ (49,719)  $ (44,811)
                                          =========    =========     ========    ========

</TABLE>

     The following  table  provides the amounts  recognized in the  consolidated
balance sheets as of December 31, 2000 and 1999:

                                   Pension Benefits       Other Benefits
                                   ----------------       --------------
                                    2000       1999       2000       1999
                                    ----       ----       ----       ----

Accrued benefit liability        $ (29,514) $ (23,548) $ (49,719) $ (44,811)
Additional minimum liability           (51)      (107)         -          -
Intangible asset                        51        107          -          -
                                 ---------  ---------  ---------  ---------
Net amount recognized            $ (29,514) $ (23,548) $ (49,719) $ (44,811)
                                 =========  =========  =========  =========


     The Company's  nonqualified  pension plan was the only pension plan with an
accumulated  benefit obligation in excess of plan assets. The plan's accumulated
benefit  obligation  was  $1,142  and  $900  at  December  31,  2000  and  1999,
respectively.  There  are no plan  assets  in the  nonqualified  plan due to the


                                       40
<PAGE>

nature of the plan. The Company's plans for  postretirement  benefits other than
pensions also have no plan assets.  The aggregate  benefit  obligation for those
plans was $54,111 and $42,647 as of December 31, 2000 and 1999, respectively.

     The following  table provides the  components of net periodic  benefit cost
for the plans for years ended December 31, 2000, 1999, and 1998:
<TABLE>

                                          Pension Benefits                Other Benefits
                                          ----------------                --------------
                                      2000      1999      1998       2000      1999      1998
                                      ----      ----      ----       ----      ----      ----

<S>                                 <C>       <C>       <C>        <C>       <C>       <C>
Service cost                        $ 7,861   $ 8,101   $ 6,964    $ 2,036   $ 2,189   $ 1,910
Interest cost                         9,911     8,321     7,178      3,785     3,067     2,733
Expected return on plan assets      (11,165)   (9,376)   (7,500)         -         -         -
Amortization of transition
   obligation                           249       249       249          -         -         -
Amortization of prior-service cost      582       582       582       (150)     (150)     (259)
Amortization of net loss (gain)      (1,281)       21        16          -        41         -
                                    -------   -------   -------    -------   -------   -------
Net periodic benefit cost           $ 6,157   $ 7,898   $ 7,489    $ 5,671   $ 5,147   $ 4,384
                                    =======   =======   =======    =======   =======   =======

</TABLE>

     The  prior-service  costs are amortized on a  straight-line  basis over the
average  remaining  service period of active  participants.  Gains and losses in
excess of 10% of the greater of the benefit  obligation  and the  market-related
value of assets are  amortized  over the  average  remaining  service  period of
active participants.

     The assumptions used in the measurement of the Company's benefit obligation
are shown in the following table:

                                      Pension Benefits        Other Benefits
                                      ----------------        --------------
                                       2000       1999       2000       1999
                                       ----       ----       ----       ----

Weighted average assumptions
 as of December 31:
   Discount rate                       7.50%      7.75%      7.50%      7.75%
   Expected return on plan assets      9.50%      9.50%        N/A        N/A
   Rate of compensation increase       4.50%      4.75%        N/A        N/A


     The health care trend rate used to determine the accumulated postretirement
benefit  obligation was 10% for 2000,  decreasing by 1% each year until reaching
4% for the year 2006 and beyond.

     Assumed  health  care cost  trend  rates have a  significant  effect on the
amounts  reported for the health care plans.  A 1% change in assumed health care
cost trend rates would have the following effects:

                                                        1% Increase  1% Decrease
                                                        -----------  -----------
Effect on total of service and interest cost components
of net periodic postretirement health care benefit cost  $   240     $ (212)

Effect on the health care component of the accumulated
postretirement benefit obligation                          1,990     (1,848)


                                       41
<PAGE>

     The Company has a defined  contribution pension plan covering a majority of
the United Kingdom  employees which requires the Company to annually  contribute
approximately  10%  of  eligible   employee   compensation  on  behalf  of  each
participant.  The Company's  contributions to the plan were $1,007,  $1,661, and
$2,319 during the years ended December 31, 2000, 1999, and 1998, respectively.

     The  Company  offers  its  U.S.-based  employees  a  401(k)  savings  plan.
Employees can elect to contribute  pretax  earnings,  as limited by the Internal
Revenue  Code, to their account and can determine how the money is invested from
a selection of options  offered by the  Company.  The  Company's  contributions,
matching participating  employees'  contributions up to a designated level, were
$2,972,  $2,818,  and $2,705 during the years ended December 31, 2000, 1999, and
1998, respectively.

4.    SPECIAL CHARGES

     (See Note 9 for discussion of the special  charges  related to the services
agreements.)

     The Company recorded a special charge of $1,736 ($972 after tax) during the
year ended  December 31, 2000 related to the  integration of Galileo UK into the
Company's  operations.  The special  charge was comprised of $1,457 in severance
costs  related  to the  termination  of 29  employees,  and  $279 in  facilities
expenses.  As of December 31, 2000,  $620 of severance  related  costs have been
paid and charged  against the liability and 15 employees  have been  terminated.
The  estimated   remaining  liability  at  December  31,  2000  related  to  the
integration  of  Galileo  UK was  $1,139  and is  included  in the  accompanying
consolidated balance sheet.

     The Company recorded a special charge of $7,000 (non-tax deductible) during
the  year  ended  December  31,  2000  to  write  off  in-process  research  and
development costs related to the acquisition of TRIP.com.

     The Company  recorded special charges of $26,460 ($15,902 after tax) during
the year ended  December  31,  1998  related to a strategic  realignment  of the
Company's  operations  in the United  Kingdom  and,  to a lesser  degree,  other
realignments within the Company.  These special charges were comprised primarily
of $15,025 in  severance  costs  related to the  termination  of 399  employees,
primarily in the development and marketing  groups,  and $11,435 of other costs,
principally related to the closing of the remaining Swindon, U.K. facilities. As
of December  31,  2000,  $16,202 of  severance  costs have been paid and charged
against the liability and 373 employees have been  terminated.  The  realignment
activities  have been  completed as of December  31,  2000.  Also related to the
closing  of  Swindon,  U.K.  facilities,  in 1993 the  Company,  formerly  Covia
Partnership,  combined with The Galileo  Company Ltd. and  consolidated  its two
data center  facilities  resulting  in the  closing of the  Swindon,  U.K.  data
center.  In connection  therewith,  the estimated cost of the  consolidation was
charged to expense.  During  1999,  the Company was  successful  in  assigning a
Swindon,  U.K.  facility  lease at market rates,  resulting in recognition of an
$11,359  one-time  recovery  of  previously  reserved  facilities  expenses.  At
December 31, 2000 and 1999, the estimated  remaining  liabilities for all of the
above-mentioned  restructuring  activities,   principally  related  to  facility
closure costs,  were $6,990 and $10,220,  respectively,  and are included in the
accompanying consolidated balance sheets.


                                       42
<PAGE>

5.   INCOME TAXES

     For financial reporting  purposes,  income before income taxes includes the
following components:

                                           2000       1999       1998
                                        ---------- ---------- ----------

Domestic operations                     $ 252,318  $ 353,208  $ 317,862
Foreign operations                         13,556      8,064      7,619
                                        ---------- ---------- ----------
Total income before income taxes        $ 265,874  $ 361,272  $ 325,481
                                        ========== ========== ==========



     The provisions for income taxes consist of the following:

                                                 2000        1999       1998
                                              ---------   ---------   ---------
Current taxes:
    Federal                                   $  97,820   $ 117,167   $ 112,799
    State                                        12,441      18,582      20,803
    Foreign                                       2,444         799       1,432
                                              ---------   ---------   ---------
      Total                                     112,705     136,548     135,034
Deferred taxes:
    Federal                                       6,182       5,542      (3,834)
    State                                        (1,902)        974      (1,333)
                                              ---------   ---------   ---------
      Total                                       4,280       6,516      (5,167)
                                              ---------   ---------   ---------
Provision for income taxes                    $ 116,985   $ 143,064   $ 129,867
                                              =========   =========   =========


















                                       43
<PAGE>

     Deferred  tax  assets  (liabilities)  are  comprised  of the  following  at
December 31, 2000 and 1999:

                                                 2000        1999
                                                --------   ---------
Current:
    Productivity payments                      $  8,110    $  7,598
    Bad debt reserves                             2,725       2,364
    Compensation accruals                         1,616         458
    Special charges                                   -         392
    Other                                         5,343       4,526
                                               --------    --------
                                               $ 17,794    $ 15,338
                                               ========    ========

Noncurrent:
    Software amortization                     $ (49,766)  $ (57,375)
    Other liabilities                           (26,693)     (8,999)
    Rights agreements                           (13,122)     (6,248)
    Postretirement medical and pension accruals  30,911      26,681
    Services agreements                          11,101      10,619
    Other assets                                  5,084       4,024
    Depreciation                                  4,353      14,348
    Facilities reserves                           2,734       2,294
                                                --------   ---------
                                              $ (35,398)  $ (14,656)
                                              ==========  ==========



     The following table  reconciles the U.S.  statutory rate with the effective
rate for the years ended December 31, 2000, 1999, and 1998:
<TABLE>

                                                             2000       1999       1998
                                                           ---------  ---------  --------
<S>                                                        <C>        <C>        <C>
Tax at U.S. federal income tax rate                       $  93,056   $ 126,445  $ 113,918
Increase (decrease) in taxes resulting from:
    State income taxes, net of U.S. federal income
      tax benefit                                             6,851      12,711     13,522
    Amortization of excess of cost over net assets
      acquired and related purchase accounting adjustments   15,721       2,111      2,111
    Tax effect of non-deductible expenses                     2,957         373        344
    Foreign and U.S. tax effects attributable to
      foreign operations                                      1,533       1,792        323
    Other                                                    (3,133)       (368)      (351)
                                                          ---------   ---------  ---------
Taxes on income at effective rate                         $ 116,985   $ 143,064  $ 129,867
                                                          =========   =========  =========

</TABLE>


     Undistributed  earnings of the  Company's  corporate  foreign  subsidiaries
amounted  to  approximately  $3,931 and $3,237 at  December  31,  2000 and 1999,
respectively.  Those earnings are considered to be indefinitely reinvested,  and
accordingly,  no provision  for U.S.  federal and state income taxes and foreign
withholding  taxes have been made.  Upon  distribution  of those  earnings,  the
Company  would be subject to U.S.  income  taxes  (subject  to a  reduction  for
foreign tax  credits)  and  withholding  taxes  payable to the  various  foreign
countries.  Determination of the amount of unrecognized deferred U.S. income tax
liability  is  not  practicable;   however,   unrecognized  foreign  tax  credit
carryovers  would be  available  to reduce some  portion of the U.S.  liability.
Withholding  taxes  of  approximately  $381  and  $314  would  be  payable  upon
remittance of all previously  unremitted earnings at December 31, 2000 and 1999,
respectively.


                                       44
<PAGE>

6.    INVESTMENTS

     Investments in equity securities at December 31, 2000 and December 31, 1999
are as follows:

                                                December 31, 2000
                                      ---------------------------------------
                                                    Gross Unrealized
                                      Amortized     ----------------     Fair
                                        Cost       Gains    (Losses)    Value
                                      ---------    -----   ----------   -----

Marketable equity securities:
    Available-for-sale securities      $  1,334    $ 1,125  $     -    $ 2,459
                                        -------   --------   -------   --------
Total marketable securities               1,334    $ 1,125  $     -    $ 2,459
                                                   =======   =======   =======
Other equity securities                  15,567
                                        -------
Total                                  $ 16,901
                                       ========


                                                December 31, 1999
                                      ---------------------------------------
                                                    Gross Unrealized
                                      Amortized     ----------------     Fair
                                        Cost       Gains    (Losses)    Value
                                      ---------    -----   ----------   -----

Marketable equity securities:
    Trading securities                 $  1,000   $ 10,492  $      -   $ 11,492
    Available-for-sale securities         3,274          -    (1,838)     1,436
                                        -------   --------   -------   --------
Total marketable securities               4,274   $ 10,492  $ (1,838)  $ 12,928
                                                   =======   =======   ========
Other equity securities                  27,597
                                        -------
Total                                  $ 31,871
                                       ========


     At December 31, 2000, all of the Company's marketable equity securities are
classified as  available-for-sale.  Of these investments,  $2,320 is included in
other current assets, and $139 is included in long-term investments.

     In December 2000,  the Company  recorded  impairment  charges of $10,186 to
write down certain of the Company's investments in technology and travel related
companies to estimated fair value.  The write-downs  consisted of $3,135 for one
of  the  Company's   marketable  equity   investments  and  $7,051  for  several
non-marketable equity investments. The estimated fair values established for the
non-marketable  investments were determined by using  management's  estimates of
the net proceeds the Company expects to recover upon the eventual disposition of
the investments.  The decline in the estimated fair values of these  investments
was considered to be other than temporary.

     In December 1999, the Company  entered into an agreement to sell its entire
equity  investment in Stamps.com for $11,492.  This investment was classified as
trading at December  31,  1999 and was  included in other  current  assets.  The
remaining marketable equity securities were classified as available-for-sale and
were included in long-term investments at December 31, 1999.

     Unrealized  holding  gains of $686  (net of  deferred  taxes  of $439)  and
unrealized  holding  losses  of  $1,122  (net of  deferred  taxes  of  $716)  on
available-for-sale  securities were included in accumulated other  comprehensive
income in 2000 and 1999,  respectively.  Unrealized  gains of $10,492 on trading
securities  were  included  in  earnings  in  1999  related  to  the  Stamps.com
investment.  The Company  completed the sale


                                       45
<PAGE>

of its entire equity investment in Stamps.com for $11,492 in January 2000. There
were no other sales of marketable equity securities in 2000 or 1999.

     Other  equity  securities  represent  non-marketable  securities  that  are
restricted or not publicly  traded.  These  securities are included in long-term
investments.   Included  in  this   category   are   non-marketable   depository
certificates  representing  beneficial  ownership of common stock of Equant N.V.
("Equant"), a telecommunications  company affiliated with Societe Internationale
de  Telecommunications  Aeronautiques  ("SITA"). In July 1999, SITA notified the
Company of a reallocation of depository  certificates among SITA members. Due to
the  Company's  higher  usage of the SITA  network  over  the four  years  ended
December  31,  1998,  the  Company   received  708,335   additional   depository
certificates.  In connection with secondary  offerings of Equant common stock in
1999, the Company liquidated 696,151 of these certificates. The Company received
proceeds of $58,725 from these  transactions,  resulting in gains of $58,574. In
November 2000,  Equant  announced a planned merger with France  Telecom's Global
One business. In connection with this planned merger, the SITA Foundation signed
an agreement to exchange all of its Equant shares for France Telecom shares.  As
a  result,  each  of the  Company's  depository  certificates  are  expected  to
represent  the right to receive  the  economic  benefit of  approximately  .4545
France Telecom  shares.  France Telecom is listed on the New York Stock Exchange
under the ticker: FTE. This merger is expected to be completed by June 30, 2001,
at which  time the  Company  will have the option to  participate  in an orderly
resale process. As of December 31, 2000 and 1999, the Company owned 1,106,564 of
these depository certificates.  The Company's carrying value of these depository
certificates was nominal at December 31, 2000 and 1999.

7.    LEASES AND COMMITMENTS

     The Company leases various office  facilities and equipment under operating
leases with remaining  terms of up to 23 years.  Rental expense under  operating
leases was $22,778,  $22,806, and $25,756 for the years ended December 31, 2000,
1999, and 1998, respectively.

     The Company also leases data  processing  equipment  under capital  leases.
Equipment,  at cost,  includes $8,906,  $4,819,  and $26,027 relating to capital
leases  at  December  31,  2000,  1999,  and  1998,  respectively.   Accumulated
depreciation includes $4,559,  $4,613, and $21,842 relating to capital leases at
December  31,  2000,  1999,  and 1998,  respectively,  with  lease  amortization
included in depreciation expense.














                                       46
<PAGE>

     Future  minimum  lease  payments  under  capital  leases and  noncancelable
operating leases at December 31, 2000 are as follows:

                                                      Capital      Operating
                                                    ------------  ------------
2001                                                    $ 1,778     $  24,758
2002                                                      1,667        19,112
2003                                                      1,042        16,946
2004                                                          -        13,334
2005                                                          -         9,377
Thereafter                                                    -        60,857
                                                    ------------  ------------
Total minimum lease payments                              4,487       144,384
Less sublease income                                          -       (12,314)
                                                                  ------------
Net rental payments                                                 $ 132,070
                                                                  ============
Less amount representing interest                          (230)
                                                    ------------
Present value of future minimum lease payments            4,257
Current portion of present value of future
  minimum lease payments                                  1,638
                                                    ------------
Long-term portion of present value of future
  minimum lease payments                                $ 2,619
                                                    ============

8.    LONG-TERM DEBT

     Outstanding  long-term  debt consists of the following at December 31, 2000
and 1999:

                                                        2000         1999
                                                     ------------ ------------
Five-year credit agreement                             $ 400,000    $ 400,000
16-month credit agreement                                212,000            -
Term loan                                                 34,392       34,392
364-day credit agreement                                       -      121,000
Other                                                        654            -
                                                     ------------ ------------
                                                         647,046      555,392
Less current portion of long-term debt                   212,654      121,000
                                                     ------------ ------------
Long-term debt                                         $ 434,392    $ 434,392
                                                     ============ ============



     The  Company  is party  to a  $400,000  five-year  credit  agreement  and a
$500,000 16-month credit agreement (collectively,  the "Credit Agreements") with
a group of banks.  In March 2000, the Company  entered into a $200,000  16-month
credit  agreement,  which was partially  utilized to fund the acquisition of the
remaining  ownership  interest in TRIP.com.  In April 2000, the Company  entered
into the new  $500,000  credit  agreement  that  expires in July 2001.  This new
$500,000  16-month  credit  agreement  replaces  the  $200,000  16-month  credit
agreement  entered into in March 2000 and the $200,000  364-day credit agreement
that was due to expire in July 2000. Facility fees range from 10.0 to 22.5 basis
points under each of the Credit  Agreements.  Interest on the  borrowings may be
either Base Rate,  CD Rate or LIBOR based.  At December  31,  2000,  the nominal
interest rate for loans outstanding under the Credit Agreements was 7.2%.

     On June 5, 1998, in connection with the acquisition of Galileo Canada,  the
Company  incurred  $34,392 of debt under a five-year  term loan  agreement  (the
"Term Loan"). In addition, on June 5, 1998,


                                       47
<PAGE>

the Company  entered into an interest rate swap agreement for a notional  amount
of $34,392 to fix the effective interest rate of the Term Loan until maturity in
June 2003, subject to pricing  adjustments based on changes in certain financial
ratios of the Company.  At December 31, 2000, the notional  interest rate on the
Term Loan was 7.11% and the  effective  interest  rate was 6.30%.  The Term Loan
requires quarterly interest payments throughout the five-year term.

     On March 8, 2000, in connection with the acquisition of Terren, the Company
assumed a $1,131 note payable (the "Terren Note") due in two  installments,  and
$56 of accrued interest. The first installment was paid with accrued interest in
July 2000. A final  payment of $654 plus accrued  interest is due July 31, 2001.
The Terren Note carries an interest rate of 7%. The  outstanding  balance on the
note as of December 31, 2000 was $654.

     At December 31,  2000,  borrowings  totaled  $400,000  under the  five-year
credit  agreement with no required  repayments  until maturity in July 2002, and
$212,000 under the 16-month credit  agreement with required  payment in entirety
in July 2001.  The  outstanding  balance on the Term Loan was  $34,392,  with no
required repayments until maturity in June 2003. Under the Credit Agreements and
the Term Loan, the Company is required to maintain certain  financial ratios and
is  restricted  from paying  dividends and  repurchasing  its Common Stock above
certain thresholds.

     The Company has entered into an interest rate swap  agreement to reduce the
impact of changes in interest rates on its outstanding  borrowings.  At December
31, 2000 and 1999, the Company had an  outstanding  interest rate swap agreement
having a total  notional value of $34,392,  with fixed interest rates  averaging
5.87% for both  years.  The fair  value of the  outstanding  swap  agreement  at
December 31, 2000 and 1999 was $(77) and $999, respectively. For the years ended
December 31, 2000, 1999, and 1998, the effective  interest rate on the Company's
outstanding  debt  under the Credit  Agreements  was  6.92%,  5.89%,  and 5.89%,
respectively.

     Total  interest,  including  interest  under  capital  leases,  of $49,639,
$17,528,  and $11,876 was incurred for the years ended December 31, 2000,  1999,
and 1998, respectively.

9.    COMMITMENTS & CONTINGENCIES

     The Company's  wholly owned  subsidiaries,  Galileo  International,  L.L.C.
("GILLC")  and Apollo  Galileo  USA  Partnership  ("Apollo"),  as well as United
Airlines and one of its  subsidiaries,  are  defendants  in a lawsuit  captioned
Osband, et al. v. United Air Lines, Inc., et al. The lawsuit, which was filed on
March 1, 1996 in the District  Court for Arapahoe  County,  Colorado,  currently
consists of 99 plaintiffs, all of whom were employed by United Airlines prior to
1988, and were subsequently  employed by the United Airlines subsidiary,  one of
the Company's predecessors,  and GILLC or Apollo since that time. The plaintiffs
allege that the  defendants  promised  the  plaintiffs  that they would  receive
lifetime  flight  benefits at a level  equivalent  to the flight  benefits  that
United  Airlines  provides to its employees.  The plaintiffs  brought claims for
specific  performance  and  injunctive  relief  seeking  reinstatement  of their
benefits and damages under theories of breach of contract,  promissory  estoppel
and breach of express  covenant of good faith and fair dealing.  After defeating
the plaintiffs' motion for preliminary  injunction,  the trial court granted the
defendants'  Motion to Dismiss for Lack of Subject  Matter  Jurisdiction  on the
ground that all issues  relating to free passes granted by common carriers where
they are adjuncts to  employees  are  preempted  by federal law. On appeal,  the
Court of Appeals  upheld the dismissal of the  plaintiffs'  promissory  estoppel
claim as  preempted by federal law, but reversed and remanded to the trial court
on the  plaintiffs'  other claims.  The claims of six of the 99 plaintiffs  were
tried before a jury in a five-week trial  commencing  October 30, 2000. The jury
returned a verdict in favor of the plaintiffs in the total amount of $3,270,  an
aggregate  of $710 of  which  the  jury  found  GILLC  and  Apollo  liable  for.
Post-trial  motions


                                       48
<PAGE>

have been filed and are  pending.  The  Company  intends to appeal the  verdict,
which has been  certified  as a final  judgment.  The Court  has  requested  the
parties brief the issue of whether the verdict for the six plaintiffs  should be
a  liability  finding  in favor of the  remaining  93  plaintiffs.  The  Company
continues  to dispute the  plaintiffs'  claims and intends to defend the lawsuit
vigorously.

     The Company is a party in various  other suits and claims that arise in the
ordinary  course of business.  Management  currently  believes that the ultimate
disposition of these matters,  including the matter  described  above,  will not
have a material adverse effect on the Company's consolidated financial position,
liquidity or results of operations.

     In  connection  with NDC  acquisitions  in 1997 of Apollo  Travel  Services
Partnership  ("ATS"),  Traviswiss  AG  ("Traviswiss")  and Galileo  Nederland BV
("Galileo  Nederland") and the 1998  acquisition of Galileo Canada,  the Company
entered into agreements (the "Services  Agreements")  with United  Airlines,  US
Airways, Air Canada, SAirGroup, and KLM (collectively,  the "Service Providers")
to provide  certain  marketing  services to the  Company.  During the sixth year
(eighth year for a portion of Galileo  Canada)  following the effective  date of
the  Services  Agreements,  the  Company is  contractually  required  to pay the
Service  Providers a fee of up to $232,000  (on a present  value basis as of the
date of the agreements),  contingent upon  improvements in the Company's airline
booking fee revenue in the seller's  respective  territories  over the five-year
period immediately  following the acquisitions,  as measured by the annual price
increase rate and over the five-year  period  (seven-year  period in the case of
Galileo  Canada)  immediately  following  the  acquisitions,  as measured by the
annual air segment growth rate.

     On December 30, 1999, the Company was released by United  Airlines from the
price  increase   obligation  under  the  Services  Agreement  between  the  two
companies.  In  turn,  GIO  Services,   L.L.C.  ("GIO  Services"),  a  qualified
special-purpose  entity,  was  created  to assume the  liability  and pay United
Airlines  in July  2002.  The  Company  contributed  $97,325  of  assets  to GIO
Services.  These assets are projected to yield cash proceeds on the payment date
at least equal to the maximum amount owed. The Company recorded a special charge
of $83,226 related to this transaction.  During 2000, the Company reassessed the
future  benefit  of the  services  provided  by US  Airways  under the  Services
Agreement between the two companies. As a result, the Company recorded a special
charge of $19,725 and transferred $27,157 to GIO Services to provide for payment
of the  price-related  obligation to US Airways in July 2002.  The activities of
GIO  Services  are  strictly  limited  to payment  of these  Services  Agreement
obligations.  As a result of these  transactions,  the  Company  has no  further
payment  obligations  to United  Airlines and US Airways  related to booking fee
price increases under the Services Agreements.

     For the  remainder of the ATS  services  agreement  and all other  Services
Agreements,  the Company  continues to estimate the probable future  liabilities
based on an evaluation of the  likelihood  that the revenue goals required under
the terms of these  agreements  will be met. The Company  ratably  records these
liabilities over the remaining contract periods.  The Company does not expect to
incur any  liability  related to the air segment  growth  component  of the ATS,
Traviswiss,  or Galileo  Canada  Services  Agreements.  At December 31, 2000 and
1999, the estimated liability related to the Services Agreements was $18,578 and
$13,874,  respectively,  and is included in other noncurrent  liabilities in the
accompanying consolidated balance sheets.

     In connection with the 1998 acquisition of Shepherd Systems, the Company is
contractually  required to make additional payments up to an aggregate of $5,040
due ratably over five years,  based on a  calculation  of the relevant  calendar
year's annual cash flow of Shepherd  Systems.  Accordingly,  in 1998 the Company
recorded a contingent  liability for the additional payments which was accounted
for as part of the purchase price. At December 31, 1999 the liability related to
these payments was included in other noncurrent liabilities.  During 2000, based
upon an  analysis  of  Shepherd  Systems'  historical  and  projected


                                       49
<PAGE>

cash flow  results,  the Company  determined  that no payments will be required.
Accordingly,   the   contingent   liability   was   written   off   against  the
acquisition-related goodwill of Shepherd Systems.

10.   STOCKHOLDERS' EQUITY

Common Stock

     Each  share of Common  Stock  entitles  the  holder  thereof to one vote in
elections  of  independent  and  management  directors  and  all  other  matters
submitted  to a vote of  stockholders.  Each share also has an equal and ratable
right to receive dividends paid from the Company's assets,  when and if declared
by the Board of Directors.

Special Voting Preferred Stock

     The Company's  Special  Voting  Preferred  Stock (the "Special  Preferred")
permits,  under  certain  circumstances,  each  holder  of a  share  of  Special
Preferred to elect one director to the Company's  Board of  Directors,  provided
certain Common Stock ownership  thresholds are met. The Special Preferred shares
do not provide the holder with any further  stockholder  voting  privileges  nor
does the holder receive  dividends on such shares.  In the event of liquidation,
dissolution or winding-up of the Company,  holders of the Special  Preferred are
entitled to $100 per share, but holders are not entitled to any further payment.
Substantial  restrictions  exist  as  to  the  transferability  of  the  Special
Preferred shares by the holders.

Preferred Stock

     The Board of  Directors  of the  Company  is  authorized,  without  further
stockholder  action,  to divide  any or all shares of its  authorized  Preferred
Stock  into  one or  more  series  and to  fix  and  determine  the  rights  and
qualifications,  limitations  or  restrictions  thereon  of  each  such  series,
including voting powers, dividend rights,  liquidation  preferences,  redemption
rights and conversion or exchange privileges.

Common Stock Held in Treasury

     During 2000, the Board of Directors of the Company authorized an additional
$250,000 share repurchase  program.  The Company began  purchasing  shares under
this program after completion of a $750,000 program which had been authorized in
1999.  Repurchased  shares are held in  treasury  for the  purpose of  providing
available shares for possible resale in future public or private offerings,  and
for other general  corporate  purposes.  The  purchases  are funded  through the
Company's available working capital and borrowing facilities. The amount, timing
and price of any  repurchases  of the  Company's  Common Stock depends on market
conditions and other factors.  The Company  repurchased a total of 7,402,948 and
14,869,500  of its shares at a cost of $154,640  and  $635,523  during the years
ended December 31, 2000 and 1999, respectively.

     Also during 2000,  the Company  issued  5,499,630  shares of Common  Stock,
previously  held in treasury,  in connection  with its  acquisition of TRIP.com.
These  treasury  shares had a fair value of $98,925 and an  accumulated  cost of
$226,842.  As of  December  31,  2000  and  1999,  the  Company  held a total of
16,920,719 and 15,038,600 shares in treasury, respectively.


                                       50
<PAGE>

Stock-Based Compensation

     During 1999, the Company adopted the 1999 Equity and Performance  Incentive
Plan (the "1999 Plan") to attract and retain officers and other key employees of
the Company and to award such persons with  incentives  and rewards for superior
performance. The 1999 Plan provides for the grant of Common Stock in the form of
stock options,  stock appreciation  rights,  stock awards or such other forms as
determined  to be consistent  with the purposes of the 1999 Plan.  The 1999 Plan
superceded and replaced the 1997 Stock Incentive Plan. Options outstanding under
these two plans have been  granted at prices  which are either equal to or above
the market  value of the stock on the date of the  grant,  vest over a three- or
five-year period, and expire nine or ten years after the grant date.

     An aggregate of 13,000,000 shares of Common Stock are reserved for issuance
under the 1999 Plan. The number of shares  available for issuance under the 1999
Plan may be adjusted in the event of changes in the Company's capital structure.
Shares issued  pursuant to the 1999 Plan may be authorized but unissued  shares,
treasury shares or any combination thereof.

     The Company also  adopted the 1997  Non-Employee  Director  Stock Plan (the
"Director  Plan") to retain the  services of qualified  individuals  who are not
employees  of the  Company to serve as members  of the Board of  Directors.  The
Director Plan authorizes awards of options,  based on the director's term, which
generally vest six months after the date of grant,  have an exercise price equal
to the fair market value at the date of grant, and expire ten years from date of
grant.  Directors  who are employees of an airline  stockholder  (or the airline
stockholder at the option of the airline  stockholder) will receive,  in lieu of
such options,  a cash payment equal to the value of the option calculated on the
basis of the  Black-Scholes  option  valuation  model.  An  aggregate of 500,000
shares of Common Stock are reserved for issuance under the Director Plan.

     In connection with its  acquisition of TRIP.com,  in March 2000 the Company
converted  existing options to acquire 1,244,725 shares of TRIP.com common stock
into  1,073,331  options to acquire  Common Stock of the Company.  The Converted
Options were granted with exercise prices ranging from $0.16 to $19.71 and had a
weighted average  remaining  vesting period of 3.25 years. On the date of grant,
the Converted Options had an estimated aggregate fair value of $10,879 which was
recorded  as  part  of the  purchase  price  of the  TRIP.com  acquisition.  The
estimated  fair value was  obtained by using the  Black-Scholes  option  pricing
model with the  following  assumptions:  expected  term of 4.25 years,  expected
volatility of 40.0%,  expected dividend yield of 1.0%, and a risk-free  interest
rate of 6.0%.  The  Company's  Common Stock had an  approximate  market value of
$18.00 per share on the date the Converted Options were granted.

     During 2000,  the Company  adopted the Employee  Stock  Purchase  Plan (the
"Stock Purchase Plan"). The Stock Purchase Plan provides eligible employees with
the  opportunity to purchase  shares of Common Stock at a 15% discount from fair
market value pursuant to a payroll deduction program,  based on offering periods
consisting  of each  calendar  quarter.  The  number of  shares of Common  Stock
available  for  issuance  under the Stock  Purchase  Plan is 500,000  and may be
authorized but unissued shares,  treasury shares or any combination  thereof. As
of December 31, 2000, the Company had issued 21,199 shares of Common Stock under
the Stock Purchase Plan.

     During 1998,  the  Company's  Board of  Directors  approved the issuance of
97,900  shares of restricted  Common Stock to the Company's  President and Chief
Executive  Officer.  Half of  these  shares  vest in equal  installments  over a
five-year  period from the date of grant and the remaining  shares vest in equal
installments  over a four-year period beginning one year from the date of grant.
During 2000,  vested shares of restricted  stock totaling  31,818 were converted
into an equal number of shares of Common  Stock.


                                       51
<PAGE>

During 2000, 1999, and 1998, $798, $798, and $433, respectively, of compensation
cost  for  restricted  shares  was  recognized  in  the  consolidated  financial
statements.

     During 2000,  1999, and 1998,  stock  appreciation  rights totaling 47,600,
1,500, and 34,550, respectively, were granted under the 1999 and 1997 Plans. The
weighted average fair value on the grant date for the stock appreciation  rights
granted in 2000, 1999 and 1998 were $10.35, $11.75 and $14.54. Compensation cost
for stock  appreciation  rights of zero,  $(53),  and $57 was  recognized in the
consolidated  financial  statements for the years ended December 31, 2000, 1999,
and 1998, respectively.

     Stock option activity during 2000,  1999, and 1998 is as follows (number of
shares in thousands):
<TABLE>

                                                2000                     1999                     1998
                                        ----------------------  ----------------------   -----------------------
                                        Number     Weighted     Number      Weighted     Number      Weighted
                                          of       Average        of        Average        of        Average
                                        Shares  Exercise Price  Shares  Exercise Price   Shares   Exercise Price
                                        ------  --------------  ------  --------------   ------   --------------

<S>                                      <C>         <C>         <C>         <C>          <C>        <C>
Outstanding at January 1                 2,893       $ 37.45     2,824       $ 35.51      1,064      $ 25.40
Granted- TRIP.com acquisition            1,073         10.29         -             -          -            -
Granted- all other                       1,662         24.43       451         48.02      1,889        40.75
Exercised                                 (195)         2.59      (107)        30.34        (33)       24.57
Forfeited                                 (969)        27.17      (275)        37.52        (96)       30.56
Expired                                      -             -         -             -          -            -
                                         -----                   -----                    -----
Outstanding at December 31               4,464       $ 29.82     2,893       $ 37.45      2,824      $ 35.51
                                         =====                   =====                    =====

Exercisable at December 31               1,513         34.85       884         34.44        188        24.76

Weighted average fair value of
 options granted during the year:
        Upon TRIP.com acquisition                    $ 10.14                 $   -                   $   -
        All other grants                               10.31                   19.52                   14.53

</TABLE>













                                       52
<PAGE>

     The following table summarizes  information about stock options outstanding
at December 31, 2000 (number of shares in thousands):
<TABLE>

                          Options Outstanding                       Options Exercisable
                ---------------------------------------------   --------------------------
                                 Weighted
   Range of                      Average          Weighted                     Weighted
   Exercise      Number         Remaining         Average         Number       Average
    Prices      of Shares    Contractual Life  Exercise Price   of Shares   Exercise Price
    ------      ---------    ----------------  --------------   ---------   --------------

<S>                   <C>         <C>               <C>                <C>        <C>
$0.16 to $12          246         8.2              $  3.69             53        $  6.00
$17 to $25          2,335         8.8                23.90            405          24.50
$28 to $38            245         6.7                28.81            121          29.35
$40 to $46          1,291         7.5                40.78            817          40.78
$48 to $55            347         8.5                48.10            117          48.14
                    -----                                           -----
                    4,464         8.3              $ 29.82          1,513        $ 34.85
                    =====                                           =====
</TABLE>


     The Company  applies APB Opinion No. 25 in accounting  for its  stock-based
compensation  plans and,  accordingly,  no compensation cost has been recognized
for its stock options in the consolidated  financial  statements.  The following
table presents pro forma  information  had the Company  determined  compensation
cost  based on the fair  value at the  grant  date for its stock  options  under
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation":
<TABLE>

                                                 2000       1999      1998
                                               ---------  --------- ---------
Valuation assumptions:
<S>                                                 <C>        <C>       <C>
     Expected option term (years)                   5.0        5.0       5.0
     Expected volatility                          40.0%      40.0%     35.0%
     Expected dividend yield                       1.0%       1.0%      1.0%
     Risk-free interest rate                       7.0%       6.0%      5.0%

Pro forma effects (1):
     Net income as reported                    $ 148,889  $ 218,208 $ 195,614
     Pro forma effect                            (9,003)    (7,328)   (4,118)
                                               ---------  --------- ---------
     Net income as adjusted                    $ 139,886  $ 210,880 $ 191,496
                                               =========  ========= =========

     Basic earnings per share as adjusted      $   1.55   $  2.15   $   1.83
                                               =========  ========= =========

     Diluted earnings per share as adjusted    $   1.55   $  2.13   $   1.82
                                               =========  ========= =========

(1)  Estimated using Black-Scholes option pricing model.
</TABLE>


     The Black-Scholes  option pricing model was developed for use in estimating
the fair value of traded  options  which have no  vesting  restrictions  and are
fully  transferable.  In addition,  option  pricing  models require the input of
highly  subjective  assumptions  including the expected stock price  volatility.
Because the Company's employee stock options have characteristics  significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value


                                       53
<PAGE>

estimate,  in  management's  opinion,  the  existing  models do not  necessarily
provide a  reliable  single  measure  of the fair  value of its  employee  stock
options.

11.   SUPPLEMENTAL INFORMATION

     Supplemental  cash flow  information  and noncash  investing  and financing
activities are as follows:
<TABLE>

                                                      2000         1999       1998
                                                   -----------  ---------- ----------
Supplemental cash flow information
     Cash paid during the period for:
<S>                                                  <C>         <C>        <C>
       Interest                                      $ 53,612    $ 11,471   $ 11,994
       Income taxes                                   114,862     148,300    123,508

Supplemental noncash investing and financing
activities
     Capital lease obligations and accounts
       payable from acquisition of equipment         $ 30,298    $  8,394   $    901
</TABLE>


12.   BUSINESS AND CREDIT CONCENTRATIONS

     The  Company  derives  substantially  all of its  revenues  from the travel
industry.  Accordingly,  events  affecting  the  travel  industry,  particularly
airline  travel  and  participating   airlines,  can  significantly  affect  the
Company's business, financial condition and results of operations.

     United  Airlines  is the  largest  single  travel  supplier  utilizing  the
Company's systems,  generating  revenues that accounted for approximately 12% of
total  revenues in 2000. No other travel  supplier  accounted for 10% or more of
the Company's revenues in 2000.

     Travel agencies are the primary  channel of  distribution  for the services
offered by travel  vendors.  Bookings  generated by the  Company's  five largest
travel  agency  customers  constituted  22% of the  bookings  made  through  the
Company's  systems in 2000.  If the  Company  were to lose and not  replace  the
bookings generated by any significant travel agencies,  its business,  financial
condition and results of operations could be materially adversely affected.


                                       54
<PAGE>

13.  GEOGRAPHIC AND BUSINESS SEGMENT INFORMATION

     The  Company's  business is divided  into  operating  segments,  defined as
components  of an  enterprise  about which  discrete  financial  information  is
available  and  regularly  evaluated by the chief  operating  decision  maker in
deciding  how to allocate  resources to an  individual  segment and in assessing
performance of the segment.  The Company's chief operating decision maker is the
Chairman,  President and Chief  Executive  Officer.  The Company has  identified
three  operating  segments  based on  similarities  in  products,  services  and
customers:  electronic global distribution  services,  information  services and
enterprise networking services. However, based on the quantitative thresholds in
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an  Enterprise  and  Related  Information,"  electronic  global  distribution
services is the Company's only reportable  segment as of December 31, 2000, 1999
and 1998.

     Data relating to the Company's  operations by geographic  area is set forth
below:

                       United States  United Kingdom     Other
                         Market          Market         Markets        Total
                       -----------    -------------   ------------   ----------

2000
----
Revenues                $ 605,838        $ 161,307     $ 794,319   $ 1,561,464
Identifiable assets       181,842            9,841        18,994       210,677

1999
----
Revenues                $ 603,776        $ 126,169     $ 722,156   $ 1,452,101
Identifiable assets       165,990            1,163        23,724       190,877

1998
----
Revenues                $ 588,312        $ 114,182     $ 640,211   $ 1,342,705
Identifiable assets       162,912            7,258        24,799       194,969



     Revenues  consist of electronic  global  distribution  revenues  only.  The
location of the travel agent making the booking determines the geographic region
credited  with the  related  revenues.  The United  Kingdom is the only  country
outside the United States that contributed more than 10% of revenues or had more
than 10% of the  identifiable  assets in any of the years  presented.  Providing
geographic area data for information services revenues and enterprise networking
services would be impracticable.
















                                       55
<PAGE>

14.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     The following tables set forth an unaudited summary of quarterly  financial
data (in thousands, except share data) for the years ended December 31, 2000 and
1999.  This  quarterly  information  has been  prepared on the same basis as the
annual consolidated financial statements and, in management's opinion,  reflects
all  adjustments  necessary for a fair  presentation  of the information for the
periods  presented.  The operating  results for any quarter are not  necessarily
indicative of results for a full fiscal year.

                                                     2000
                                                     ----
                                  First       Second       Third       Fourth
                                 Quarter      Quarter     Quarter     Quarter
                                 -------      -------     -------     -------
Total revenues                  $ 440,738   $ 425,344    $ 405,935   $ 371,281
Operating expenses                341,463     330,789      323,622     319,786
Operating income                   99,275      94,555       82,313      51,495
Net income                         47,400      43,160       37,899      20,430
Basic earnings per share             0.52        0.47         0.42        0.23
Diluted earnings per share           0.52        0.47         0.42        0.23

                                                     1999
                                                     ----
                                  First       Second       Third       Fourth
                                 Quarter      Quarter     Quarter     Quarter
                                 -------      -------     -------     -------
Total revenues                  $ 403,991   $ 398,822    $ 384,692   $ 338,597
Operating expenses                283,175     294,807      288,120     347,098
Operating income (loss)           120,816     104,015       96,572      (8,501)
Net income                         78,006      62,249       54,248      23,705
Basic earnings per share             0.75        0.60         0.58        0.26
Diluted earnings per share           0.74        0.59         0.58        0.26


     The  Company  typically  experiences  a seasonal  pattern in its  operating
results,  with the fourth quarter typically having the lowest total revenues and
operating  income due to early  bookings by customers for holiday travel and due
to a decrease in business travel during the holiday season.

     In the first  quarter of 2000,  the Company  recognized a $19,725  ($11,046
after tax)  special  charge  related to the  extinguishment  of a portion of its
liability  arising  from a  services  agreement  with US  Airways,  and a $7,000
(non-tax  deductible)  special  charge  to write  off  in-process  research  and
development costs related to the TRIP.com  acquisition.  In the third quarter of
2000, the Company recognized a $1,736 special charge ($972 after tax) related to
the integration of Galileo UK. (See Note 9 and Note 4, respectively, for further
discussion.) The fourth quarter of 2000 includes the retroactive impact ($4,512)
of a 1.9  percentage  point  decrease in the Company's  2000  effective tax rate
recorded during the quarter.

     In the fourth quarter of 1999, the Company  recognized an $83,226  ($50,269
after tax) special  charge to  extinguish  the  price-increase  component of its
liability  arising  from its services  agreement  with United  Airlines,  and an
$11,359  ($6,861  after tax)  recovery of expenses  previously  reserved for the
realignment  of  its  United  Kingdom  operations.  (See  Note  9  and  Note  4,
respectively, for further discussion.)


                                       56
<PAGE>

     Earnings  per share  amounts for each  quarter are  required to be computed
independently and, as a result, their sum does not equal the total year earnings
per share amounts for 2000 and 1999.

15.   SUBSEQUENT EVENTS

     On February  22, 2001,  the Board of  Directors  of the Company  declared a
dividend distribution of one right (a "Right") for each share of Common Stock of
the Company  outstanding  at the close of business on March 8, 2001 (the "Record
Date"),  pursuant to the terms of a Rights  Agreement,  dated as of February 22,
2001 (the "Rights  Agreement").  The Rights Agreement also provides,  subject to
specified  exceptions  and  limitations,  that shares of Common  Stock issued or
delivered from the Company's  treasury after the Record Date will be entitled to
and  accompanied  by  Rights.  The  Rights  are in all  respects  subject to and
governed by the provisions of the Rights Agreement.





















                                       57
<PAGE>


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated herein by reference is the information set forth under the headings
"Election  of  Directors"  and "Section  16(a)  Beneficial  Ownership  Reporting
Compliance"  in our  definitive  Proxy  Statement for our 2001 Annual Meeting of
Stockholders,  to be filed on or before  April 13, 2001.  Information  regarding
"Executive Officers" is included in Item 1 under the heading "Executive Officers
of the Registrant".

ITEM 11.  EXECUTIVE COMPENSATION

     Incorporated  herein by  reference is the  information  set forth under the
heading "Executive  Compensation" in our definitive Proxy Statement for our 2001
Annual Meeting of Stockholders, to be filed on or before April 13, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated herein by reference is the information set forth under the headings
"Voting  Rights",  "Principal  Holders of  Securities"  and "Ownership of Common
Stock by Directors and Executive Officers" in our definitive Proxy Statement for
our 2001  Annual  Meeting of  Stockholders,  to be filed on or before  April 13,
2001.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Incorporated  herein by  reference is the  information  set forth under the
heading "Certain Relationships and Related Transactions" in our definitive Proxy
Statement for our 2001 Annual Meeting of Stockholders,  to be filed on or before
April 13, 2001.


















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<PAGE>


PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(3)  Exhibits required to be filed by Item 601 of Regulation S-K


Exhibit
Number  Exhibit Description
------  -------------------

2.1     General Partnership  Interest Purchase Agreement among United Air Lines,
        Inc.,  Covia LLC, U.S.  Airways,  Inc., USAM Corp.,  Air Canada,  Resnet
        Holdings,   Inc.,   Apollo  Travel  Services   Partnership  and  Galileo
        International Partnership (2)

2.2     Share  Purchase   Agreement   between   SAirGroup   (LTD.)  and  Galileo
        International Partnership (2)

2.3     General  Share   Purchase   Agreement   among   Koninklijke   Luchtvaart
        Maatschappij  N.V.,  Galileo  Nederland  B.V. and Galileo  International
        Partnership (1)

2.4     Merger  Agreement  among  Galileo  International  Partnership,   Galileo
        International, L.L.C. and Galileo International, Inc. (2)

2.5     Merger  Agreement  by and among  Galileo  International,  Inc.,  Galileo
        Acquisition Co. and Trip.com, Inc. (14)

3.1     Restated Certificate of Incorporation of Galileo International, Inc. (2)

3.2     Restated By-Laws of Galileo International, Inc., as amended

4.1     Registration Rights Agreement among Galileo  International,  Inc., Covia
        LLC., USAM Corp.,  RESNET  Holdings,  Inc.,  Distribution  Systems Inc.,
        Roscor A.G.,  Travel  Industry  Systems  B.V.,  Retford  Limited,  Racom
        Teledata S.p.A., Travidata Inc., Olynet Inc. and Coporga, Inc. (2)

4.2     Specimen Certificate representing Common Stock (1)

4.3     Rights Agreement,  dated as of February 22, 2001, by and between Galileo
        International,  Inc. and LaSalle Bank  National  Association,  as rights
        agent  (including  Form of Certificate of Designation of Series H Junior
        Participating  Preferred Stock, Form of Right Certificate and Summary of
        Rights to Purchase Preferred Stock as exhibits thereto) (19)

10.1    Stockholders'  Agreement among Galileo  International,  Inc., certain of
        its Stockholders and certain related parties of such Stockholders (2)
            (a)   First Amendment to Stockholders' Agreement (14)
            (b)   Second Amendment to Stockholders' Agreement (15)

10.2    Amended   and   Restated   Non-Competition   Agreement   among   Galileo
        International,  Inc.,  Galileo  International,  L.L.C.,  and  United Air
        Lines, Inc., UAL Corporation, Covia LLC, Air Wisconsin, Inc. and Air Wis
        Services,  Inc. together with Schedule 1 indicating other  substantially
        similar agreements (2) (13)

10.3    Rights Waiver  Agreement  between  SAirGroup  and Galileo  International
        Partnership (2)


                                       59
<PAGE>



10.4    Credit Agreements:
        (a) Amended and Restated $200,000,000 364-Day Credit Agreement (12)
        (b) $400,000,000 Five-Year Credit Agreement (2)
            (i) Assignment and Assumption Agreement (4)
            (ii) Amendment No. 1 (4)
            (iii) Amendment No. 2 (6)
            (iv) Amendment No. 3 (7)
            (v) Amendment No. 4 (11) (vi) Amendment No. 5 (12)
            (vii) Amendment No. 6 (16)
        (c) Galileo Canada ULC $34,391,917 Credit Agreement (6)
            (i) Amendment No. 1 (12)
        (d)  $200,000,000  16-Month  Credit  Agreement dated as of March 8, 2000
            (15)
        (e) $500,000,000 Credit Agreement Dated April 13, 2000 (16)

10.5    Galileo International, Inc. Guaranty (6)
        (a) Amendment No. 1 (11)
        (b) Amendment No. 2 (11)
        (c) Amendment No. 3 (12)
        (d) Amendment No. 4 (16)

10.6    Hillmead Underlease (1)

10.7    Underlease,   dated  1996,   between  The  Galileo  Company  and  Lucent
        Technologies Network Systems UK Limited (1)

10.8    Lease,  dated March 1, 1994,  between St. Martins  Property  Investments
        Limited and The Galileo Company (1)

10.9    Englewood, Colorado Office Lease, dated April 18, 1988 (1)
        (a) First Amendment to Englewood,  Colorado Office Lease, dated June 23,
            1988 (1)

10.10   Rosemont Office Lease, dated March 31, 1995 (1)

        (a) Letter Agreement dated as of May 12, 1995,  amending Rosemont Office
            Lease dated March 31, 1995 (15)
        (b) First  Amendment  dated as of September 19, 1995 to Rosemont  Office
            Lease dated March 31, 1995, as amended (15)
        (c) First  Amendment  dated as of October 30,  1997 to  Rosemont  Office
            Lease dated March 31, 1995, as amended (15)
        (d) Second  Amendment dated as of March 3, 1999 to Rosemont Office Lease
            dated March 31, 1995, as amended (15)
        (e) Letter  dated  March 22, 1999 to  exercise  option to expand  leased
            property  under  Rosemont  Office  Lease  dated March 31,  1995,  as
            amended (15)
        (f) Third  Amendment  dated as of April 1, 1999 to Rosemont Office Lease
            dated March 31, 1995, as amended (15)

10.11   Windsor, England Office Agreement for Lease, dated June 2, 1999 (11)
        (a) Annex No. 1 (12)

10.12   Term  Lease  Master  Agreement  dated May 9,  1988,  between  IBM Credit
        Corporation and Covia Partnership (1)

10.13   Master Lease Agreement,  dated November 11, 1988, between Comdisco, Inc.
        and Covia Partnership (1)


                                       60
<PAGE>

10.14   Software License  Agreement,  dated August 1, 1994 between Allen Systems
        Group, Inc. and Galileo International (1)

10.15   Program Product Master License Agreement between Candle  Corporation and
        Galileo  International  Partnership  (1)
        (a) Addendum No. 4 to Program Product Master License Agreement (9)
        (b) Addendum No. 1 to Program Product Master License Agreement (14)
        (c) Addendum No. 2 to Program Product Master License Agreement (14)
        (d) Addendum No. 3 to Program Product Master License Agreement (14)

10.16   Foundation License Addendum to Order Form between Galileo  International
        and Computer Associates  International,  Inc. (1)
        (a) Amendment No. 1 to the Addendum to Order Form (7)
        (b) Amendment No. 2 to the Addendum to Order Form (14)

10.17   Software License Agreement and Addendum,  dated August 19, 1994, between
        Sterling  Software  (U.S.A.),  Inc.  and Galileo  International  (1)
        (a) Product Schedule to Software License Agreement and Addendum (9)
        (b) Addendum No. 1 to Product Schedule (9)

10.18   Master  Agreement for MCI Enhanced  Services,  dated  February 14, 1996,
        between MCI  Telecommunications  Corporation  and Galileo  International
        Partnership (1)
        (a) Second Amendment to the Master  Agreement for MCI Enhanced  Services
            (4)
        (b) Amendment Number Three to Master Agreement for Enhanced Services (4)

10.19   Agreement  for  the  Provision  of  Telecommunication  Services  between
        Societe  Internationale de Telecommunications  Aeronautiques and Galileo
        International, L.L.C. (14) (20)

10.20   Form of Galileo  International  Distributor  Sales and Service Agreement
        (1)

10.21   Form of Global Airline Distribution Agreement (1)

10.22   Agreement for the Provision of Services  between The Galileo Company and
        Galileo International Partnership (1)

10.23   AT&T OneNet Contract dated December 28, 1998 (7)
        (a) Amendment dated August 11, 2000

10.24   AT&T Contract Tariff Order (6)
        (a) Amendment No. 1 dated May 22, 1999 (14)
        (b) Amendment No. 2 dated July 29, 1999 (14)
        (c) Amendment No. 3 dated April 13, 2000
        (d) Amendment No. 4 dated August 11, 2000
        (e) Amendment No. 5 dated September 1, 2000 (18)

10.25   Network  Services  Agreement,  dated  as of  October  1,  2000,  between
        Quantitude, Inc. and Galileo International, L.L.C. (13)

10.26   Contribution  and  Assumption  Agreement  dated as of December  30, 1999
        between Galileo International, L.L.C. and GIO Services, L.L.C. (15)

10.27   Pledge and Security Agreement dated as of December 30, 1999 by and among
        GIO Services,  L.L.C.,  United Airlines,  Inc. and Bank of America, N.A.
        (15)

                                       61
<PAGE>

10.28   Contribution and Assumption Agreement dated as of March 31, 2000 between
        Galileo International, L.L.C., and GIO Services, L.L.C. (15)

10.29   Pledge and Security Agreement dated as of December 30, 1999 by and among
        GIO Services, L.L.C., US Airways, Inc. and Bank of America, N.A. (15)

10.30   Software  Development and License  Agreement,  dated as of July 5, 2000,
        between   Galileo   International,   L.L.C.,   Electronic  Data  Systems
        Corporation and EDS Information Services L.L.C. (18) (13)

*10.32  Galileo International Severance Plan

*10.33  Galileo International Savings and Investment Plan (1)
        (a) First Amendment to the Galileo  International Savings and Investment
            Plan effective January 1, 1995 (8)
        (b) Second Amendment to the Galileo International Savings and Investment
            Plan effective December 31, 1997 (8)
        (c) Third Amendment to the Galileo  International Savings and Investment
            Plan effective February 1, 1999 (8)
        (d) Fourth Amendment to the Galileo International Savings and Investment
            Plan effective January 1, 2000

*10.34  Galileo International Car Policy (1)

*10.35  Galileo Retirement and Death Benefit Scheme (1)

*10.36  Galileo International Employee Pension Plan

*10.37  Galileo International Flextrack Benefits Plan

*10.38  Galileo International Retiree Medical Plan

*10.39  Galileo International, Inc. 1997 Stock Incentive Plan, as revised May 1,
        1998 (5)

*10.40  Galileo  International,  Inc. 1999 Equity and Performance Incentive Plan
        (10)

*10.41  Galileo International, Inc. 1997 Non-Employee Director Stock Plan (1)

*10.42  Form of  Deferred  Compensation  Arrangements  For  Senior  Officers  of
        Galileo International, Inc. (3)

*10.43  Galileo UK Health Benefit Policy (1)

*10.44  Employment Agreement of James E. Barlett dated February 23, 2000 (15)

*10.45  Form of Senior [and Executive] Vice President Employment Agreement (11)

*10.46  Travel Accident Insurance Plan (7)
        (a) Plan specific for Asia, the Americas and Pacific (7)
        (b) Plan specific for Africa, Europe and the Middle East (7)

*10.47  Galileo International Management Incentive Plan 1998 Plan Summary (6)

*10.48  Form of Non-Qualified  Stock Option Agreement [Standard Form - Executive
        Group) (12)

                                       62
<PAGE>

*10.49  Form  of  Non-Qualified   Stock  Option   Agreement   [Standard  Form  -
        Non-Executive Group] (12)

*10.54  Galileo International Management Incentive Plan 1999 Plan Summary (15)

*10.55  Galileo International Management Incentive Plan - 2000 Plan Summary (16)
        (a) Galileo International Management Incentive Plan - 2000 Plan Summary,
            as amended (18)

*10.56  Galileo International, Inc. Employee Stock Purchase Plan (17)

*10.57  Restricted Stock Agreement of James E. Barlett

*10.58   Galileo International Dependent Care Plan

11.1    Computation of Per Share Earnings

21.1    Subsidiaries of the Registrant

23.1    Consent of KPMG LLP

24.1    Power of Attorney

99      Risk Factors

(1)         Incorporated by reference to Exhibits 2.3, 4.2, 10.11 through 10.13,
            10.15  through  10.23,  10.29,  10.37 through  10.39,  10.31 through
            10.36,  10.40,  10.42  and  10.44  to  the  Company's   Registration
            Statement on Form S-1,  including all amendments  (Registration  No.
            333-27495).

(2)         Incorporated by reference to Exhibits 2.1, 2.2, 2.4, 3.1, 4.1, 10.1,
            10.5,  10.8 and 10.10 to the  Company's  Form 10-Q for the quarterly
            period ended June 30, 1997.

(3)         Incorporated  by reference to Exhibit  10.43 to the  Company's  Form
            10-Q for the quarterly period ended September 30, 1997.

(4)         Incorporated  by  reference  to  Exhibit  10.10  and  10.29  to  the
            Company's  Annual  Report on Form  10-K for the  fiscal  year  ended
            December 31, 1997.

(5)         Incorporated  by reference to Exhibit 4.3 to the Company's Form S-8
            Registration  Statement   filed  June  1,  1998  (Registration   No.
            333-55767)

(6)         Incorporated  by reference to Exhibits 10.2,  10.4,  10.5,  10.3 and
            10.6 to the Company's Form 10-Q for the quarterly  period ended June
            30, 1998.

(7)         Incorporated by reference to Exhibit 10.8,  10.21,  10.31, and 10.44
            to the  Company's  Annual  Report on Form 10-K for the  fiscal  year
            ended December 31, 1998.

(8)         Incorporated  by  reference to Exhibit 4.3(b)  through 4.3(d) to the
            Company's Form S-8  Registration  Statement filed  February  1, 1999
            (Registration No. 333-71507).

(9)         Incorporated  by  reference  to  Exhibit  10.1  through  10.3 to the
            Company's Form 10-Q for the quarterly period ended March 31, 1999.

(10)        Incorporated by reference to  Exhibit 4.3 to the  Company's Form S-8
            Registration  Statement  filed  April  30,  1999  (Registration  No.
            333-77421).

(11)        Incorporated  by reference to Exhibits 10.5,  10.2,  10.3,  10.1 and
            10.6 to the Company's Form 10-Q for the quarterly  period ended June
            30, 1999.

(12)        Incorporated by reference to Exhibits 10.4,  10.5, 10.2, 10.3, 10.1,
            10.6 and 10.7 to the Company's  Form 10-Q for the  quarterly  period
            ended September 30, 1999.

(13)        Portions of this Exhibit have been omitted pursuant to a request for
            confidential   treatment.   The  omitted  material  has  been  filed
            separately with the Securities and Exchange Commission.

(14)        Incorporated  by reference to Exhibits  10.8,  10.1,  10.20,  10.21,
            10.24 and 10.28 to the Company's  Annual Report on Form 10-K for the
            fiscal year ended December 31, 1999.


                                       63
<PAGE>

(15)        Incorporated by reference to Exhibits 10.1, 10.6 through 10.12, 10.2
            through  10.5,  10.13 and 10.14 to the  Company's  Form 10-Q for the
            quarterly period ended March 31, 2000.

(16)        Incorporated  by reference to Exhibits 10.3,  10.2, 10.1 and 10.4 to
            the  Company's  Form 10-Q for the  quarterly  period  ended June 30,
            2000.

(17)        Incorporated by reference to Exhibit 4.1 to the  Company's  Form S-8
            Registration  Statement   filed  June  29,  2000  (Registration  No.
            333-40378).

(18)        Incorporated  by  reference to Exhibits  10.3,  10.2 and 10.1 to the
            Company's  Form 10-Q for the  quarterly  period ended  September 30,
            2000.

(19)        Incorporated   by  reference   to  Exhibit  4.1  to  the   Company's
            Registration Statement on Form 8-A filed February 23, 2001.

(20)        Confidential  treatment was  granted  as to omitted portions of this
            Exhibit.  The omitted  material has  been filed  separately with the
            Securities and Exchange Commission.

* Management contract or compensatory plan or arrangement.


(b) Reports on Form 8-K

The Company  filed three  reports on Form 8-K with the  Securities  and Exchange
Commission during the quarter ended December 31, 2000. In a report dated October
20, 2000,  the Company  reported that on October 19, 2000 its Board of Directors
authorized management to explore strategic  alternatives to maximize shareholder
value.  In a report dated November 3, 2000, the Company  reported that its Board
of Directors had selected J. P. Morgan Chase & Co. as its  financial  advisor to
explore and evaluate  strategic  alternatives  designed to maximize  shareholder
value. In a report dated December 13, 2000, the Company reported the appointment
of LaSalle Bank  National  Association  of Chicago as the Company's new transfer
agent.

























                                       64
<PAGE>


                                  SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 13th day of
March, 2001.

                                          GALILEO INTERNATIONAL, INC.

                                          By:   /s/ James E. Barlett
                                                ------------------------------
                                                James E. Barlett, Chairman,
                                                President and Chief Executive
                                                Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

Signature                Title                                Date
---------                -----                                ----



/s/ James E. Barlett     Chairman, President and Chief        March 13, 2001
--------------------     Executive Officer (principal
James E. Barlett         executive officer)



/s/ Cheryl Ballenger     Director, Executive Vice President,  March 13, 2001
--------------------     Chief Financial Officer and
Cheryl Ballenger         Treasurer (principal financial and
                         accounting officer)

/s/ Anthony C. Swanagan  Director, Senior Vice President,     March 13, 2001
-----------------------  General Counsel and Secretary
Anthony C. Swanagan

*____________
Graham W. Atkinson       Director                             March 13, 2001

*____________
Wim Dik                  Director                             March 13, 2001

*____________
Mina Gouran              Director                             March 13, 2001

*____________
Matthew Miau             Director                             March 13, 2001

*____________
Georges P. Schorderet    Director                             March 13, 2001

*____________
Andrew P. Studdert       Director                             March 13, 2001

*____________
Kenneth Whipple          Director                             March 13, 2001


*By: /s/ Anthony C. Swanagan                                  March 13, 2001
----------------------------
Anthony C. Swanagan,
As Attorney-In-Fact



                                       65

<PAGE>

(c)     Exhibit Index

Exhibit
Number  Exhibit Description
------  -------------------

2.1     General Partnership  Interest Purchase Agreement among United Air Lines,
        Inc.,  Covia LLC, U.S.  Airways,  Inc., USAM Corp.,  Air Canada,  Resnet
        Holdings,   Inc.,   Apollo  Travel  Services   Partnership  and  Galileo
        International Partnership (2)

2.2     Share  Purchase   Agreement   between   SAirGroup   (LTD.)  and  Galileo
        International Partnership (2)

2.3     General  Share   Purchase   Agreement   among   Koninklijke   Luchtvaart
        Maatschappij  N.V.,  Galileo  Nederland  B.V. and Galileo  International
        Partnership (1)

2.4     Merger  Agreement  among  Galileo  International  Partnership,   Galileo
        International, L.L.C. and Galileo International, Inc. (2)

2.5     Merger  Agreement  by and among  Galileo  International,  Inc.,  Galileo
        Acquisition Co. and Trip.com, Inc. (14)

3.1     Restated Certificate of Incorporation of Galileo International, Inc. (2)

3.2     Restated By-Laws of Galileo International, Inc., as amended

4.1     Registration Rights Agreement among Galileo  International,  Inc., Covia
        LLC., USAM Corp.,  RESNET  Holdings,  Inc.,  Distribution  Systems Inc.,
        Roscor A.G.,  Travel  Industry  Systems  B.V.,  Retford  Limited,  Racom
        Teledata S.p.A., Travidata Inc., Olynet Inc. and Coporga, Inc. (2)

4.2     Specimen Certificate representing Common Stock (1)

4.3     Rights Agreement,  dated as of February 22, 2001, by and between Galileo
        International,  Inc. and LaSalle Bank  National  Association,  as rights
        agent  (including  Form of Certificate of Designation of Series H Junior
        Participating  Preferred Stock, Form of Right Certificate and Summary of
        Rights to Purchase Preferred Stock as exhibits thereto) (19)

10.1    Stockholders'  Agreement among Galileo  International,  Inc., certain of
        its Stockholders and certain related parties of such Stockholders (2)
            (a)   First Amendment to Stockholders' Agreement (14)
            (b)   Second Amendment to Stockholders' Agreement (15)

10.2    Amended   and   Restated   Non-Competition   Agreement   among   Galileo
        International,  Inc.,  Galileo  International,  L.L.C.,  and  United Air
        Lines, Inc., UAL Corporation, Covia LLC, Air Wisconsin, Inc. and Air Wis
        Services,  Inc. together with Schedule 1 indicating other  substantially
        similar agreements (2) (13)

10.3    Rights Waiver  Agreement  between  SAirGroup  and Galileo  International
        Partnership (2)


                                       66
<PAGE>



10.4    Credit Agreements:
        (a) Amended and Restated $200,000,000 364-Day Credit Agreement (12)
        (b) $400,000,000 Five-Year Credit Agreement (2)
            (i) Assignment and Assumption Agreement (4)
            (ii) Amendment No. 1 (4)
            (iii) Amendment No. 2 (6)
            (iv) Amendment No. 3 (7)
            (v) Amendment No. 4 (11) (vi) Amendment No. 5 (12)
            (vii) Amendment No. 6 (16)
        (c) Galileo Canada ULC $34,391,917 Credit Agreement (6)
            (i) Amendment No. 1 (12)
        (d)  $200,000,000  16-Month  Credit  Agreement dated as of March 8, 2000
            (15)
        (e) $500,000,000 Credit Agreement Dated April 13, 2000 (16)

10.5    Galileo International, Inc. Guaranty (6)
        (a) Amendment No. 1 (11)
        (b) Amendment No. 2 (11)
        (c) Amendment No. 3 (12)
        (d) Amendment No. 4 (16)

10.6    Hillmead Underlease (1)

10.7    Underlease,   dated  1996,   between  The  Galileo  Company  and  Lucent
        Technologies Network Systems UK Limited (1)

10.8    Lease,  dated March 1, 1994,  between St. Martins  Property  Investments
        Limited and The Galileo Company (1)

10.9    Englewood, Colorado Office Lease, dated April 18, 1988 (1)
        (a) First Amendment to Englewood,  Colorado Office Lease, dated June 23,
            1988 (1)

10.10   Rosemont Office Lease, dated March 31, 1995 (1)

        (a) Letter Agreement dated as of May 12, 1995,  amending Rosemont Office
            Lease dated March 31, 1995 (15)
        (b) First  Amendment  dated as of September 19, 1995 to Rosemont  Office
            Lease dated March 31, 1995, as amended (15)
        (c) First  Amendment  dated as of October 30,  1997 to  Rosemont  Office
            Lease dated March 31, 1995, as amended (15)
        (d) Second  Amendment dated as of March 3, 1999 to Rosemont Office Lease
            dated March 31, 1995, as amended (15)
        (e) Letter  dated  March 22, 1999 to  exercise  option to expand  leased
            property  under  Rosemont  Office  Lease  dated March 31,  1995,  as
            amended (15)
        (f) Third  Amendment  dated as of April 1, 1999 to Rosemont Office Lease
            dated March 31, 1995, as amended (15)

10.11   Windsor, England Office Agreement for Lease, dated June 2, 1999 (11)
        (a) Annex No. 1 (12)

10.12   Term  Lease  Master  Agreement  dated May 9,  1988,  between  IBM Credit
        Corporation and Covia Partnership (1)

10.13   Master Lease Agreement,  dated November 11, 1988, between Comdisco, Inc.
        and Covia Partnership (1)


                                       67
<PAGE>

10.14   Software License  Agreement,  dated August 1, 1994 between Allen Systems
        Group, Inc. and Galileo International (1)

10.15   Program Product Master License Agreement between Candle  Corporation and
        Galileo  International  Partnership  (1)
        (a) Addendum No. 4 to Program Product Master License Agreement (9)
        (b) Addendum No. 1 to Program Product Master License Agreement (14)
        (c) Addendum No. 2 to Program Product Master License Agreement (14)
        (d) Addendum No. 3 to Program Product Master License Agreement (14)

10.16   Foundation License Addendum to Order Form between Galileo  International
        and Computer Associates  International,  Inc. (1)
        (a) Amendment No. 1 to the Addendum to Order Form (7)
        (b) Amendment No. 2 to the Addendum to Order Form (14)

10.17   Software License Agreement and Addendum,  dated August 19, 1994, between
        Sterling  Software  (U.S.A.),  Inc.  and Galileo  International  (1)
        (a) Product Schedule to Software License Agreement and Addendum (9)
        (b) Addendum No. 1 to Product Schedule (9)

10.18   Master  Agreement for MCI Enhanced  Services,  dated  February 14, 1996,
        between MCI  Telecommunications  Corporation  and Galileo  International
        Partnership (1)
        (a) Second Amendment to the Master  Agreement for MCI Enhanced  Services
            (4)
        (b) Amendment Number Three to Master Agreement for Enhanced Services (4)

10.19   Agreement  for  the  Provision  of  Telecommunication  Services  between
        Societe  Internationale de Telecommunications  Aeronautiques and Galileo
        International, L.L.C. (14) (20)

10.20   Form of Galileo  International  Distributor  Sales and Service Agreement
        (1)

10.21   Form of Global Airline Distribution Agreement (1)

10.22   Agreement for the Provision of Services  between The Galileo Company and
        Galileo International Partnership (1)

10.23   AT&T OneNet Contract dated December 28, 1998 (7)
        (a) Amendment dated August 11, 2000

10.24   AT&T Contract Tariff Order (6)
        (a) Amendment No. 1 dated May 22, 1999 (14)
        (b) Amendment No. 2 dated July 29, 1999 (14)
        (c) Amendment No. 3 dated April 13, 2000
        (d) Amendment No. 4 dated August 11, 2000
        (e) Amendment No. 5 dated September 1, 2000 (18)

10.25   Network  Services  Agreement,  dated  as of  October  1,  2000,  between
        Quantitude, Inc. and Galileo International, L.L.C. (13)

10.26   Contribution  and  Assumption  Agreement  dated as of December  30, 1999
        between Galileo International, L.L.C. and GIO Services, L.L.C. (15)

10.27   Pledge and Security Agreement dated as of December 30, 1999 by and among
        GIO Services,  L.L.C.,  United Airlines,  Inc. and Bank of America, N.A.
        (15)

                                       68
<PAGE>

10.28   Contribution and Assumption Agreement dated as of March 31, 2000 between
        Galileo International, L.L.C., and GIO Services, L.L.C. (15)

10.29   Pledge and Security Agreement dated as of December 30, 1999 by and among
        GIO Services, L.L.C., US Airways, Inc. and Bank of America, N.A. (15)

10.30   Software  Development and License  Agreement,  dated as of July 5, 2000,
        between   Galileo   International,   L.L.C.,   Electronic  Data  Systems
        Corporation and EDS Information Services L.L.C. (18) (13)

*10.32  Galileo International Severance Plan

*10.33  Galileo International Savings and Investment Plan (1)
        (a) First Amendment to the Galileo  International Savings and Investment
            Plan effective January 1, 1995 (8)
        (b) Second Amendment to the Galileo International Savings and Investment
            Plan effective December 31, 1997 (8)
        (c) Third Amendment to the Galileo  International Savings and Investment
            Plan effective February 1, 1999 (8)
        (d) Fourth Amendment to the Galileo International Savings and Investment
            Plan effective January 1, 2000

*10.34  Galileo International Car Policy (1)

*10.35  Galileo Retirement and Death Benefit Scheme (1)

*10.36  Galileo International Employee Pension Plan

*10.37  Galileo International Flextrack Benefits Plan

*10.38  Galileo International Retiree Medical Plan

*10.39  Galileo International, Inc. 1997 Stock Incentive Plan, as revised May 1,
        1998 (5)

*10.40  Galileo  International,  Inc. 1999 Equity and Performance Incentive Plan
        (10)

*10.41  Galileo International, Inc. 1997 Non-Employee Director Stock Plan (1)

*10.42  Form of  Deferred  Compensation  Arrangements  For  Senior  Officers  of
        Galileo International, Inc. (3)

*10.43  Galileo UK Health Benefit Policy (1)

*10.44  Employment Agreement of James E. Barlett dated February 23, 2000 (15)

*10.45  Form of Senior [and Executive] Vice President Employment Agreement (11)

*10.46  Travel Accident Insurance Plan (7)
        (a) Plan specific for Asia, the Americas and Pacific (7)
        (b) Plan specific for Africa, Europe and the Middle East (7)

*10.47  Galileo International Management Incentive Plan 1998 Plan Summary (6)

*10.48  Form of Non-Qualified  Stock Option Agreement [Standard Form - Executive
        Group) (12)

                                       69
<PAGE>

*10.49  Form  of  Non-Qualified   Stock  Option   Agreement   [Standard  Form  -
        Non-Executive Group] (12)

*10.54  Galileo International Management Incentive Plan 1999 Plan Summary (15)

*10.55  Galileo International Management Incentive Plan - 2000 Plan Summary (16)
        (a) Galileo International Management Incentive Plan - 2000 Plan Summary,
            as amended (18)

*10.56  Galileo International, Inc. Employee Stock Purchase Plan (17)

*10.57  Restricted Stock Agreement of James E. Barlett

*10.58   Galileo International Dependent Care Plan

11.1    Computation of Per Share Earnings

21.1    Subsidiaries of the Registrant

23.1    Consent of KPMG LLP

24.1    Power of Attorney

99      Risk Factors

(1)         Incorporated by reference to Exhibits 2.3, 4.2, 10.11 through 10.13,
            10.15  through  10.23,  10.29,  10.37 through  10.39,  10.31 through
            10.36,  10.40,  10.42  and  10.44  to  the  Company's   Registration
            Statement on Form S-1,  including all amendments  (Registration  No.
            333-27495).

(2)         Incorporated by reference to Exhibits 2.1, 2.2, 2.4, 3.1, 4.1, 10.1,
            10.5,  10.8 and 10.10 to the  Company's  Form 10-Q for the quarterly
            period ended June 30, 1997.

(3)         Incorporated  by reference to Exhibit  10.43 to the  Company's  Form
            10-Q for the quarterly period ended September 30, 1997.

(4)         Incorporated  by  reference  to  Exhibit  10.10  and  10.29  to  the
            Company's  Annual  Report on Form  10-K for the  fiscal  year  ended
            December 31, 1997.

(5)         Incorporated  by reference to Exhibit 4.3 to the Company's Form S-8
            Registration  Statement   filed  June  1,  1998  (Registration   No.
            333-55767)

(6)         Incorporated  by reference to Exhibits 10.2,  10.4,  10.5,  10.3 and
            10.6 to the Company's Form 10-Q for the quarterly  period ended June
            30, 1998.

(7)         Incorporated by reference to Exhibit 10.8,  10.21,  10.31, and 10.44
            to the  Company's  Annual  Report on Form 10-K for the  fiscal  year
            ended December 31, 1998.

(8)         Incorporated  by  reference to Exhibit 4.3(b)  through 4.3(d) to the
            Company's Form S-8  Registration  Statement filed  February  1, 1999
            (Registration No. 333-71507).

(9)         Incorporated  by  reference  to  Exhibit  10.1  through  10.3 to the
            Company's Form 10-Q for the quarterly period ended March 31, 1999.

(10)        Incorporated by reference to  Exhibit 4.3 to the  Company's Form S-8
            Registration  Statement  filed  April  30,  1999  (Registration  No.
            333-77421).

(11)        Incorporated  by reference to Exhibits 10.5,  10.2,  10.3,  10.1 and
            10.6 to the Company's Form 10-Q for the quarterly  period ended June
            30, 1999.

(12)        Incorporated by reference to Exhibits 10.4,  10.5, 10.2, 10.3, 10.1,
            10.6 and 10.7 to the Company's  Form 10-Q for the  quarterly  period
            ended September 30, 1999.

(13)        Portions of this Exhibit have been omitted pursuant to a request for
            confidential   treatment.   The  omitted  material  has  been  filed
            separately with the Securities and Exchange Commission.

(14)        Incorporated  by reference to Exhibits  10.8,  10.1,  10.20,  10.21,
            10.24 and 10.28 to the Company's  Annual Report on Form 10-K for the
            fiscal year ended December 31, 1999.


                                       70
<PAGE>

(15)        Incorporated by reference to Exhibits 10.1, 10.6 through 10.12, 10.2
            through  10.5,  10.13 and 10.14 to the  Company's  Form 10-Q for the
            quarterly period ended March 31, 2000.

(16)        Incorporated  by reference to Exhibits 10.3,  10.2, 10.1 and 10.4 to
            the  Company's  Form 10-Q for the  quarterly  period  ended June 30,
            2000.

(17)        Incorporated by reference to Exhibit 4.1 to the  Company's  Form S-8
            Registration  Statement   filed  June  29,  2000  (Registration  No.
            333-40378).

(18)        Incorporated  by  reference to Exhibits  10.3,  10.2 and 10.1 to the
            Company's  Form 10-Q for the  quarterly  period ended  September 30,
            2000.

(19)        Incorporated   by  reference   to  Exhibit  4.1  to  the   Company's
            Registration Statement on Form 8-A filed February 23, 2001.

(20)        Confidential  treatment was  granted  as to omitted portions of this
            Exhibit.  The omitted  material has  been filed  separately with the
            Securities and Exchange Commission.

* Management contract or compensatory plan or arrangement.
























                                       71
<PAGE>


EXHIBIT 3.2

                                    RESTATED

                                     BY-LAWS

                                       OF

                      GALILEO INTERNATIONAL, INC.

                                    ARTICLE I

                                     OFFICES

            SECTION  1.  Registered  Office  in  Delaware.  The  address  of the
registered  office  of  Galileo  International,  Inc.  (hereinafter  called  the
"Corporation") in the State of Delaware shall be Corporation Trust Center,  1209
Orange  Street,  in the  City  of  Wilmington,  County  of New  Castle,  and the
registered agent in charge thereof shall be The Corporation Trust Company.

            SECTION  2.  Other  Offices.  The  Corporation  may  have an
office or offices  at any other  place or places  within or without  the
State of Delaware.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

            SECTION 1. Annual Meeting.  The annual meeting of  stockholders  for
the election of directors and for the  transaction of such other business as may
properly  come before the meeting  shall be held at such place within or without
the State of Delaware,  and at such date and hour, as shall be designated by the
Board of Directors of the Corporation  (the "Board") and set forth in the notice
or in a duly executed waiver of notice thereof.

            SECTION 2. Special  Meetings.  A special meeting of the stockholders
for any  purpose or  purposes  may be called at any time by the  Chairman of the
Board, by the Chief Executive Officer of the Corporation or by a majority of the
Board. A special meeting of stockholders of the Corporation may not be called by
any other person or persons. Any such meeting shall be held at such place within
or  without  the  State of  Delaware,  and at such  date and  hour,  as shall be
designated in the notice or in a duly executed waiver of notice of such meeting.

<PAGE>

                                        2

            Only such  business as is stated in the written  notice of a special
meeting may be acted upon thereat.

            SECTION 3. Notice of Meetings.  Except as otherwise provided by law,
written  notice of each annual or special  meeting of  stockholders  stating the
place, date and hour of the meeting,  and, in the case of a special meeting, the
purpose  or  purposes  for  which  the  meeting  is to be  held,  shall be given
personally or by first class mail to each  stockholder  entitled to vote at such
meeting,  not less than 10 nor more than 60 calendar days before the date of the
meeting.  If mailed,  such notice shall be deemed to be given when  deposited in
the United States mail,  postage  prepaid,  directed to the  stockholder at such
stockholder's address as it appears on the records of the Corporation. If, prior
to the time of mailing,  the Secretary  shall have received from any stockholder
entitled to vote a written  request that notices  intended for such  stockholder
are to be mailed to an  address  other  than the  address  that  appears  on the
records of the  Corporation,  notices  intended  for such  stockholder  shall be
mailed to the address designated in such request.

            Notice of a special  meeting  may be given by the  person or persons
calling the meeting,  or, upon the written request of such person or persons, by
the  Secretary of the  Corporation  on behalf of such person or persons.  If the
person or persons calling a special meeting of stockholders give notice thereof,
such person or persons  shall  forward a copy  thereof to the  Secretary.  Every
request  to the  Secretary  for the  giving of notice  of a special  meeting  of
stockholders shall state the purpose or purposes of such meeting.

            SECTION 4. Waiver of Notice. Notice of any annual or special meeting
of stockholders  need not be given to any  stockholder  entitled to vote at such
meeting who files a written waiver of notice with the  Secretary,  duly executed
by the person entitled to notice,  whether before or after the meeting.  Neither
the  business  to  be  transacted  at,  nor  the  purpose  of,  any  meeting  of
stockholders need be specified in any written waiver of notice.  Attendance of a
stockholder at a meeting,  in person or by proxy,  shall  constitute a waiver of
notice of such meeting, except as provided by law.

            SECTION  5.  Adjournments.  When a meeting is  adjourned  to another
date,  hour or place,  notice need not be given of the adjourned  meeting if the
date,  hour and  place  thereof  are  announced  at the  meeting  at  which  the
adjournment is taken.  If the  adjournment is for more than 30 calendar days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the adjourned meeting. At the adjourned meeting any business
may be transacted which might have been transacted at the original meeting.

            When any meeting is convened the presiding  officer,  if directed by
the  Board,  may  adjourn  the  meeting  if (a) no  quorum  is  present  for the
transaction  of  business,  or (b) the  Board  determines  that  adjournment  is
necessary or appropriate to enable the stockholders

<PAGE>

                                        3

(i) to consider fully  information  which the Board determines has not been made
sufficiently  or timely  available to stockholders or (ii) otherwise to exercise
effectively their voting rights.

            SECTION  6.  Quorum.  Except  as  otherwise  provided  by law or the
Restated   Certificate  of  Incorporation  of  the  Corporation  (the  "Restated
Certificate of Incorporation"),  whenever a class of stock of the Corporation is
entitled  to vote as a  separate  class,  or  whenever  classes  of stock of the
Corporation  are  entitled  to vote  together as a single  class,  on any matter
brought  before any  meeting of the  stockholders,  whether  annual or  special,
holders of shares  entitled to cast a majority of the votes  entitled to be cast
by all the  holders of the  shares of stock of such  class  voting as a separate
class,  or  classes  voting  together  as a  single  class,  as the case may be,
outstanding and entitled to vote thereat,  present in person or by proxy,  shall
constitute a quorum at any such meeting of the stockholders.  If, however,  such
quorum  shall  not  be  present  or  represented  at  any  such  meeting  of the
stockholders,  the stockholders entitled to vote thereat may adjourn the meeting
from time to time in accordance with Section 5 of this Article II until a quorum
shall be present or represented.

            SECTION  7.  Voting.  Unless  otherwise  provided  in  the  Restated
Certificate  of  Incorporation,  each  stockholder  represented  at a meeting of
stockholders  shall be entitled to cast one vote for each share of capital stock
entitled to vote thereat held by such stockholder.  Except as otherwise provided
by law or the Restated  Certificate of Incorporation or these Restated  By-Laws,
when a quorum is present with respect to any matter  brought  before any meeting
of the  stockholders,  the vote of the  holders  of  shares  entitled  to cast a
majority  of the votes  entitled  to be cast by all the  holders  of the  shares
constituting  such quorum  shall  decide any such  matter.  Votes need not be by
written  ballot,  unless the Board,  in its  discretion,  or the  officer of the
Corporation   presiding  at  a  meeting  of  stockholders,   in  such  officer's
discretion,  requires  any  vote or  votes  cast at such  meeting  to be cast by
written ballot.

            SECTION 8. Proxies.  Each stockholder  entitled to vote at a meeting
of  stockholders  may  authorize  another  person  or  persons  to act for  such
stockholder by proxy.  Such proxy shall be filed with the Secretary  before such
meeting of stockholders at such time as the Board may require. No proxy shall be
voted or acted upon after three years from its date,  unless the proxy  provides
for a longer period.

            SECTION 9.  Advance  Notice of Business to Be  Transacted  at Annual
Meetings.  To be properly  brought  before the annual  meeting of  stockholders,
business  must  be  either  (a)  specified  in the  notice  of  meeting  (or any
supplement  thereto)  given by or at the  direction  of the  Board  (or any duly
authorized committee thereof), (b) otherwise properly brought before the meeting
by or at the direction of the Board (or any duly authorized  committee  thereof)
or (c) otherwise  properly  brought before the meeting by any stockholder of the
Corporation  (i) who is a stockholder of record on the date of the giving of the
notice  provided  for  in  this  Section  9 and  on  the  record  date  for  the
determination of stockholders

<PAGE>

                                        4

entitled  to vote at  such  meeting  and  (ii)  who  complies  with  the  notice
procedures  set forth in this  Section 9. In  addition  to any other  applicable
requirements,  including  but not  limited  to the  requirements  of Rule  14a-8
promulgated  by the  Securities  and Exchange  Commission  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  for  business to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

            To be  timely,  a  stockholder's  notice  to the  Secretary  must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation,  not  less  than 60  days  nor  more  than  90  days  prior  to the
anniversary  date of the immediately  preceding  annual meeting of stockholders;
provided,  however,  that in the event that the  annual  meeting is called for a
date that is not within 30 days before or after such anniversary date, notice by
the  stockholder  in order to be timely must be so  received  not later than the
close of business on the tenth day following the day on which such notice of the
date of the annual  meeting is mailed or such public  disclosure  of the date of
the annual meeting is made, whichever first occurs.

            To  be in  proper  written  form,  a  stockholder's  notice  to  the
Secretary  must set forth as to each matter such  stockholder  proposes to bring
before the annual meeting (a) a brief  description of the business desired to be
brought before the meeting and the reasons for  conducting  such business at the
meeting,  (b) the name and record address of such stockholder,  (c) the class or
series and number of shares of capital stock of the Corporation  which are owned
beneficially or of record by such stockholder, together with evidence reasonably
satisfactory to the Secretary of such beneficial ownership, (d) a description of
all arrangements or understandings between such stockholder and any other person
or persons  (including  their  names) in  connection  with the  proposal of such
business by such  stockholder and any material  interest of such  stockholder in
such business and (e) a representation  that such stockholder  intends to appear
in person or by proxy at the annual  meeting to bring such  business  before the
meeting.

            Notwithstanding  anything in these Restated By-Laws to the contrary,
no business  shall be conducted  at the annual  meeting of  stockholders  except
business brought before such meeting in accordance with the procedures set forth
in this Section 9;  provided,  however,  that,  once  business has been properly
brought before such meeting in accordance with such procedures,  nothing in this
Section 9 shall be deemed to preclude  discussion by any stockholder of any such
business.  If the  chairman of such  meeting  determines  that  business was not
properly brought before the meeting in accordance with the foregoing procedures,
the  chairman  shall  declare to the meeting  that the business was not properly
brought before the meeting and such business shall not be transacted.

<PAGE>

                                        5

                                   ARTICLE III

                               BOARD OF DIRECTORS

            SECTION 1. General Powers. The property, business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the  Corporation  and do all such lawful acts and things as are not by law or by
the Restated  Certificate of Incorporation  directed or required to be exercised
or done by the stockholders.



            SECTION 2. Number and Term of Directors  Holding Office.  Subject to
the rights, if any, of holders of preferred stock of the Corporation,  the Board
shall consist of     thirteen (13) members (including such directors as shall be
elected by any series of special voting  preferred stock of the  Corporation) or
such other number     such number of members as shall be fixed from time to time
by the Board in accordance with the provisions of the  Stockholders'  Agreement,
dated as of July 30, 1997, among the Corporation and certain of its stockholders
(as the same may be amended from time to time, the  "Stockholders'  Agreement").
The directors shall be divided into three classes,  designated Class I, Class II
and Class III. The Board shall, by resolution passed by a majority of the Board,
designate  the  directors  to serve as  initial  Class I, Class II and Class III
directors  upon filing of the Restated  Certificate  of  Incorporation  with the
Secretary of State of the State of Delaware.  Except as provided in Section 5 of
this  Article  III,  and  except as  provided  in the  Restated  Certificate  of
Incorporation,  directors  shall be elected by a plurality  of the votes cast at
annual meetings of stockholders,  and each director so elected shall hold office
as provided by Article VIII of the Restated  Certificate of Incorporation.  None
of the directors need be stockholders of the Corporation.

            SECTION 3. Nomination of Directors and Advance Notice Thereof.  Only
persons who are nominated in accordance with the following  procedures  shall be
eligible  for  election  as  directors  of  the  Corporation,  except  as may be
otherwise provided in the Restated  Certificate of Incorporation with respect to
the right of holders of preferred stock of the Corporation to nominate and elect
a specified number of directors in certain circumstances. Nominations of persons
for election to the Board may be made at any annual meeting of stockholders,  or
at any  special  meeting  of  stockholders  called for the  purpose of  electing
directors,  (a) by or at the  direction  of the  Board  (or any duly  authorized
committee  thereof) or (b) by any  stockholder of the  Corporation  (i) who is a
stockholder  of record on the date of the giving of the notice  provided  for in
this  Section 3 and on the record  date for the  determination  of  stockholders
entitled  to vote at  such  meeting  and  (ii)  who  complies  with  the  notice
procedures  set forth in this  Section 3. In  addition  to any other  applicable
requirements,  for a nomination to be made by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

            To be  timely,  a  stockholder's  notice  to the  Secretary  must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation (a) in the case of an

<PAGE>

                                        6

annual  meeting,  not  less  than 60 days  nor  more  than 90 days  prior to the
anniversary  date of the immediately  preceding  annual meeting of stockholders;
provided,  however,  that in the event that the  annual  meeting is called for a
date that is not within 30 days before or after such anniversary date, notice by
the  stockholder  in order to be timely must be so  received  not later than the
close of business on the tenth day following the day on which such notice of the
date of the annual  meeting is mailed or such public  disclosure  of the date of
the annual  meeting is made,  whichever  first  occurs,  or (b) in the case of a
special  meeting of stockholders  called for the purpose of electing  directors,
not later than the close of business on the tenth day following the day on which
notice of the date of the special meeting is mailed or public  disclosure of the
date of the special meeting is made, whichever first occurs.

            To  be in  proper  written  form,  a  stockholder's  notice  to  the
Secretary must set forth (a) as to each person whom the stockholder  proposes to
nominate for election as a director,  (i) the name,  age,  business  address and
residence address of the person, (ii) the principal  occupation or employment of
the person,  (iii) the class or series and number of shares of capital  stock of
the Corporation which are owned beneficially or of record by the person and (iv)
any other  information  relating  to the  person  that would be  required  to be
disclosed  in a  proxy  statement  or  other  filings  required  to be  made  in
connection with  solicitations of proxies for election of directors  pursuant to
Section  14 of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder;  and (b) as to the stockholder  giving the notice,  (i) the name and
record  address  of such  stockholder,  (ii) the class or series  and  number of
shares of capital stock of the  Corporation  which are owned  beneficially or of
record by such stockholder,  together with evidence  reasonably  satisfactory to
the  Secretary  of  such  beneficial  ownership,  (iii)  a  description  of  all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which  the  nomination(s)   are  to  be  made  by  such   stockholder,   (iv)  a
representation  that such stockholder intends to appear in person or by proxy at
the  meeting  to  nominate  the  persons  named in its  notice and (v) any other
information  relating to such stockholder that would be required to be disclosed
in a proxy  statement or other filings  required to be made in  connection  with
solicitations of proxies for election of directors pursuant to Section l4 of the
Exchange Act and the rules and regulations promulgated  thereunder.  Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

            No person  shall be  eligible  for  election  as a  director  of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3, except as may be otherwise  provided in the Restated  Certificate  of
Incorporation  with  respect to the right of holders of  preferred  stock of the
Corporation  to nominate  and elect a specified  number of  directors in certain
circumstances.  If the chairman of the meeting  determines that a nomination was
not made in accordance with the foregoing procedures, the chairman of the

<PAGE>

                                        7

meeting shall declare to the meeting that the  nomination was defective and such
defective nomination shall be disregarded.

            SECTION  4.  Resignation.  Any  director  may  resign at any time by
giving written notice to the Board, the Chief Executive Officer or the Secretary
of the Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall  become  effective  shall not be specified
therein,  then it shall take effect when accepted by action of the Board. Except
as aforesaid,  acceptance of such resignation  shall not be necessary to make it
effective.

            SECTION 5.  Vacancies.  Subject to the rights of the  holders of any
series of preferred stock or any other class of capital stock of the Corporation
(other  than the  Common  Stock)  then  outstanding,  any  vacancy in the Board,
arising from death, resignation, removal, an increase in the number of directors
or any other cause,  may be filled  either by a majority  vote of the  remaining
directors,  although less than a quorum, or by the sole remaining director.  Any
director  elected  to fill a vacancy  shall  hold  office  for a term that shall
coincide  with the term of the  class to which  such  director  shall  have been
elected.

            SECTION  6.  Meetings.  (a)  Annual  Meetings.  As  soon  as
practicable  after each annual  election of  directors,  the Board shall
meet  for the  purpose  of  organization  and the  transaction  of other
business,  unless it shall have  transacted all such business by written
consent pursuant to Section 7 of this Article III.

            (b) Other  Meetings.  Other  meetings  of the Board shall be held at
such times as the Board  shall from time to time  determine  or upon call by the
Chairman of the Board,  the Chief  Executive  Officer of the  Corporation or any
four directors.

            (c) Notice of  Meetings.  Regular  meetings of the Board may be held
without  notice.  The  Secretary  of the  Corporation  shall give notice to each
director of each special  meeting,  including the time and place of such special
meeting.  Notice  of each  such  meeting  shall  be given  to each  director  by
telephone, telegram, facsimile, telex or cable not later than four Business Days
before the day on which such  meeting  is to be held or on such  shorter  notice
(but in no event fewer than two  Business  Days'  notice) as the Chairman of the
Board may deem  necessary or  appropriate  in the  circumstances.  Notice of any
meeting  shall not be required to be given to any director who shall attend such
meeting.  A waiver of notice by the person entitled  thereto,  whether before or
after the time of any such  meeting,  shall be  deemed  equivalent  to  adequate
notice. For purposes of this Section 6(c), a "Business Day" means any day except
a Saturday, Sunday, or other day on which commercial banks in New York, New York
are authorized by law to close.

            (d) Place of  Meetings.  The Board may hold its  meetings at
such place or places  within or  without  the State of  Delaware  as the
Board may from time to time by




<PAGE>

                                        8

resolution  determine  or as  shall  be  designated  in  the  respective
notices or waivers of notice thereof.

            (e) Quorum and Manner of Acting.  Except as  otherwise  provided  by
law, the Restated  Certificate of  Incorporation  or these Restated  By-Laws,  a
majority of the total number of  directors  then in office shall be necessary at
any meeting of the Board in order to constitute a quorum for the  transaction of
business  at such  meeting,  and the  affirmative  vote of a  majority  of those
directors  present at any such  meeting  at which a quorum is  present  shall be
necessary for the passage of any resolution or act of the Board.  In the absence
of a quorum for any such meeting,  a majority of the directors  present  thereat
may  adjourn  such  meeting  from time to time  until a quorum  shall be present
thereat. Notice of any adjourned meeting need not be given.

            (f)  Organization  and Order of Business.  The Chairman of the Board
shall act as  chairman of each  meeting of the Board and preside  thereat or, in
the absence of the Chairman of the Board at any meeting of the Board,  any other
director  chosen by a majority of the  directors  present  thereat  shall act as
chairman of the meeting and preside  thereat.  The Secretary of the  Corporation
or, in the case of the Secretary's  absence, any person whom the chairman of the
meeting  shall  appoint,  shall act as  secretary  of such  meeting and keep the
minutes thereof.

            SECTION 7. Action by Consent. Any action required or permitted to be
taken at any  meeting  of the  Board or of any  committee  thereof  may be taken
without a meeting if a written  consent  thereto is signed by all members of the
Board or such  committee,  as the  case may be,  and  such  written  consent  or
consents  are filed  with the  minutes of the  proceedings  of the Board or such
committee.

            SECTION 8. Meetings by Conference Telephone,  etc. At the request of
any one or more members of the Board, or of any committee  thereof,  any meeting
of the Board or such committee  shall provide for the ability of any director to
participate  in a  meeting  of the  Board,  or of such  committee,  by  means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.

            SECTION 9. Compensation. Unless otherwise restricted by the Restated
Certificate of  Incorporation  or these By-Laws,  the Board or the  Compensation
Committee  may  determine the  compensation  of directors.  Each director who is
independent  within  the  meaning of Rule 303 of the Rules of the New York Stock
Exchange,  as amended from time to time hereafter,  in consideration  for his or
her serving as such,  shall  receive  from the  Corporation  compensation  in an
amount and form customary for  comparable  public  companies.  Directors who are
managers of the Corporation shall not receive compensation

<PAGE>

                                        9

for serving as directors. Any other director may be compensated as determined by
the Board or the Compensation  Committee.  The Corporation  shall reimburse each
director or member of a committee for any out-of-pocket expenses incurred by him
or her on account of his or her  attendance  at any meeting of the Board or such
committee.  Nothing  contained  in this Section 9 shall be construed to preclude
any director from serving the  Corporation  in any other  capacity and receiving
compensation therefor.

                                   ARTICLE IV

                                   COMMITTEES

            SECTION  1.  Audit  Committee.  The  Board  may  designate  an Audit
Committee  to be  composed  of two or  more  directors,  all of  whom  shall  be
independent  within  the  meaning of Rule 303 of the Rules of the New York Stock
Exchange as in  existence  on the date  hereof,  or as amended from time to time
hereafter.  A majority of the members of the Audit Committee shall  constitute a
quorum.   The  Audit   Committee  shall  from  time  to  time  review  and  make
recommendations  to the Board  with  respect  to the  selection  of  independent
auditors,  the  fees  paid to such  auditors,  the  adequacy  of the  audit  and
accounting  procedures  of the  Corporation  and such  other  matters  as may be
specifically  delegated to the Audit  Committee by the Board. In this connection
the Audit Committee  shall,  at its request,  meet with  representatives  of the
independent  auditors  and  with  the  financial  officers  of  the  Corporation
separately or jointly.

            SECTION  2.  Compensation  Committee.  The  Board  may  designate  a
Compensation  Committee to be composed of two or more  directors  in  accordance
with the provisions of the Stockholders' Agreement. A majority of the members of
the Compensation Committee shall constitute a quorum. The Compensation Committee
shall  from time to time  review  and make  recommendations  to the  Board  with
respect to the management  remuneration  policies of the Corporation,  including
salary rates and benefits of appointed  officers,  other remuneration plans such
as  incentive  compensation,  deferred  compensation  and  stock  option  plans,
directors'   compensation  and  benefits  and  such  other  matters  as  may  be
specifically delegated to the Compensation Committee by the Board.

            SECTION  3.  Nominating   Committee.   The  Board  may  designate  a
Nominating  Committee to be composed of two or more directors in accordance with
the provisions of the Stockholders'  Agreement. A majority of the members of the
Nominating  Committee shall constitute a quorum. The Nominating  Committee shall
from time to time review,  report and make  recommendations  to the Board on the
following  matters:  (i) nominees for  directors who may be elected from time to
time by the holders of the Common Stock of the Corporation,  selection  criteria
for directors, and removal of Directors if deemed

<PAGE>

                                       10

appropriate;  (ii)  evaluation  and  performance  of the  Board  and  individual
Directors;  and  (iii)  such  other  matters  as the Board may from time to time
prescribe.

            SECTION 4. Board Designated Committees. The Board may, by resolution
passed  by a  majority  of the whole  Board,  designate  one or more  committees
("Special  Committees"),  each  Special  Committee  to  consist  of one or  more
directors.

            SECTION 5. Committee Procedure, Seal. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee; provided, however, that
alternate  members of the Audit Committee must satisfy the criteria set forth in
Section 1 above and alternate members of the Compensation Committee must satisfy
the criteria set forth in Section 2 above. In the absence or disqualification of
a member of a committee,  the member or members  thereof  present at any meeting
and not  disqualified  from  voting,  whether  or not  such  member  or  members
constitute a quorum,  may  unanimously  appoint  another  director to act at the
meeting  in the  place of any such  absent  or  disqualified  member;  provided,
however,  that  appointees to the Audit  Committee must satisfy the criteria set
forth in  Section 1 above and  appointees  to the  Compensation  Committee  must
satisfy the criteria set forth in Section 2 above.  Any  committee of the Board,
to  the  extent  provided  in  the  resolution  of the  Board  designating  such
committee, shall have and may exercise all the powers and authority of the Board
in the  management  of the  business  and  affairs of the  Corporation,  and may
authorize  the seal of the  Corporation  to be affixed  to all papers  which may
require it; provided,  however,  that no such committee shall have such power or
authority in reference to the  following  matters:  (i) approving or adopting or
recommending  to the  stockholders  of the  Corporation,  any  action  or matter
expressly  required by the Delaware  General  Corporation Law (the "DGCL") to be
submitted to stockholders  for approval or (ii) adopting,  amending or repealing
any by-law of the Corporation

                                    ARTICLE V

                                    OFFICERS

            SECTION 1. Executive Officers. The officers of the Corporation shall
include a Chairman of the Board,  a President  and Chief  Executive  Officer,  a
Chief Financial  Officer,  a General Counsel,  a Treasurer and a Secretary.  The
officers of the Corporation may also include a Chief Operating  Officer,  one or
more Senior Vice Presidents,  one or more Executive Vice Presidents, one or more
Vice  Presidents,  one or more  Assistant  Treasurers  and one or more Assistant
Secretaries.  Each such  officer  shall be  elected  by the Board at its  annual
meeting and shall hold office for such term as may be  determined  by the Board.
Each such officer shall hold office until the next succeeding  annual meeting of
the Board and until his or her  successor is elected or until his or her earlier
death or resignation

<PAGE>

                                       11

or removal in the manner hereinafter  provided.  Any two or more offices
may be held by the same person.

            The Board may elect,  and the Chief  Executive  Officer may appoint,
such  other  officers  of the  Corporation  as the Board or the Chief  Executive
Officer  deems  necessary  who shall have such  authority and shall perform such
duties as the Board or the Chief Executive Officer may prescribe.  If additional
officers are elected or  appointed,  each of them shall hold office until his or
her  successor  is elected or  appointed  or until his or her  earlier  death or
resignation or removal in the manner hereinafter provided.

            SECTION 2. Authority and Duties. All officers, as between themselves
and the  Corporation,  shall have such  authority and perform such duties in the
management of the  Corporation as may be provided in these Restated  By-Laws or,
to the extent not so provided, by resolution of the Board.

            SECTION 3.  Resignation  and Removal.  (a) Any officer may resign at
any time by giving written notice to the Board,  the Chief Executive  Officer or
the Secretary of the Corporation,  and such resignation shall take effect at the
time specified  therein or, if the time when it shall become effective shall not
be specified therein, when accepted by action of the Board. Except as aforesaid,
the acceptance of such resignation shall not be necessary to make it effective.

            (b) All officers  elected,  and all agents  appointed,  by the Board
shall be subject to removal at any time by the Board and all officers and agents
appointed by the Chief Executive Officer shall be subject to removal at any time
by the Chief  Executive  Officer  or the Board,  in each  case,  with or without
cause.

            SECTION  4.  Vacancies.  Any  vacancy  in any  office may be
filled  for the  unexpired  portion  of the term in the same  manner  as
provided for election and appointment to such office.

            SECTION  5.  Chairman  of the Board.  The  initial  Chief  Executive
Officer shall be the Chairman of the Board of the Corporation.  Thereafter,  the
Chairman of the Board shall be selected by the Board.  The Chairman of the Board
shall  preside  at  all  meetings  of the  Board  and  at  all  meetings  of the
stockholders  and shall have and exercise such further  powers and duties as may
from time to time be conferred upon or assigned to him or her by the Board.

            SECTION 6. President and Chief Executive Officer.  The President and
Chief  Executive  Officer of the  Corporation,  subject to the  direction of the
Board, shall have general charge of the business and affairs of the Corporation,
shall have the  direction  of all other  officers,  agents and  employees of the
Corporation and may assign such duties to the

<PAGE>

                                       12

other officers of the Corporation as he or she deems appropriate. In case of the
absence or inability to act of the President and Chief  Executive  Officer,  the
Board may  designate  such other  person as it deems  appropriate  to assume the
duties of the President  and Chief  Executive  Officer and, when so acting,  but
subject to the  foregoing,  such person  shall have all of the powers of, and be
subject to all the restrictions upon, the Chief Executive Officer.

            SECTION 7. Chief Operating  Officer.  The Chief Operating Officer of
the  Corporation,  subject to the direction of the President and Chief Executive
Officer,  shall have charge of the  day-to-day  operations  of the  Corporation,
shall  assist the  President  and Chief  Executive  Officer in carrying  out the
orders and  resolutions  of the Board and shall perform such other duties as the
Chief  Executive  Officer  or the  Board of  Directors  shall  from time to time
assign. At the request of the President and Chief Executive  Officer,  the Chief
Operating Officer,  until otherwise  determined,  and subject to any limitations
imposed  by the  Board,  shall  assume  the  duties of the  President  and Chief
Executive Officer and, when so acting, but subject to the foregoing,  shall have
all of the powers of, and be  subject to all the  restrictions  upon,  the Chief
Executive Officer.

            SECTION 8. Chief Financial  Officer.  The Chief  Financial  Officer,
subject to the  direction of the President and Chief  Executive  Officer,  shall
have overall charge of all of the financial affairs of the Corporation and shall
perform  such  other  duties  as the  Chief  Executive  Officer  or the Board of
Directors shall from time to time assign.

            SECTION 9.  General  Counsel.  The General  Counsel,  subject to the
direction of the President and the Chief Executive  Officer,  shall have overall
charge of all of the legal  affairs of the  Corporation  and shall  perform such
other duties as the Chief Executive Officer or the Board of Directors shall from
time to time assign.

            SECTION 10. Senior Vice  Presidents,  Executive Vice  Presidents and
Vice Presidents.  Each Senior Vice President,  Executive Vice President and Vice
President of the  Corporation  shall have such powers and perform such duties as
the  President  and Chief  Executive  Officer or the Board may from time to time
prescribe  and shall  perform  such other duties as may be  prescribed  by these
Restated By-Laws.

            SECTION 11.  Treasurer.  The  Treasurer  of the  Corporation
shall have  charge and custody of and be  responsible  for all funds and
securities of the Corporation.

            SECTION 12. Assistant  Treasurers.  The Assistant  Treasurers of the
Corporation,  if  any,  in  order  or  their  seniority  or in any  other  order
determined by the Board,  shall generally  assist the Treasurer and perform such
other duties as the Board or the Treasurer shall prescribe,  and, in the absence
or disability of the Treasurer, shall perform the duties and exercise the powers
of the Treasurer.

<PAGE>

                                       13

            SECTION 13.  Secretary.  The Secretary of the Corporation shall keep
the records of all meetings of the  stockholders  and the Board. He or she shall
affix  the  seal of the  Corporation  to all  deeds,  contracts,  bonds or other
instruments requiring the corporate seal when the same shall have been signed on
behalf  of the  Corporation  by a  duly  authorized  officer  and  shall  be the
custodian of all contracts,  deeds,  documents and all other indicia of title to
properties owned by the Corporation and of its other corporate records.

            SECTION 14. Assistant Secretary. The Assistant Secretaries,  if any,
in order of their seniority or in any other order determined by the Board, shall
generally assist the Secretary and perform such other duties as the Board or the
Secretary shall  prescribe,  and, in the absence or disability of the Secretary,
shall perform the duties and exercise the powers of the Secretary.

                                   ARTICLE VI

             CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

            SECTION 1. Execution of Documents. Any officer, employee or agent of
the Corporation designated by the Board (or any duly authorized committee of the
Board to the extent  permitted  by law) shall have power to execute  and deliver
deeds, contracts,  mortgages, bonds, debentures, checks, drafts and other orders
for the  payment  of  money  and  other  documents  for  and in the  name of the
Corporation, and the Board (or such a committee) may authorize any such officer,
employee or agent to delegate such power (including  authority to redelegate) by
written instrument to other officers, employees or agents of the Corporation.

             SECTION 2.  Deposits.  All funds of the  Corporation  not otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
or otherwise as the Board or the Chief Executive Officer or any other officer of
the  Corporation  to whom power in that respect shall have been delegated by the
Board shall select.

            SECTION 3. Proxies in Respect of Stock or Other  Securities of Other
Corporations.  The Board or the Chief  Executive  Officer  shall  designate  the
officers  of the  Corporation  who  shall  have  authority  from time to time to
appoint an agent or agents of the  Corporation  to  exercise  in the name and on
behalf of the Corporation the powers and rights that the Corporation may have as
the holder of stock or other securities in any other corporation, and to vote or
consent in respect of such stock or  securities.  Such  designated  officers may
instruct the person or persons so appointed as to the manner of exercising  such
powers and  rights,  and such  designated  officers  may  execute or cause to be
executed in the name and on behalf of the  Corporation  and under its  corporate
seal, or otherwise, such

<PAGE>

                                       14

written  proxies,  powers  of  attorney  or other  instruments  as they may deem
necessary or proper in order that the  Corporation  may exercise such powers and
rights.

                                   ARTICLE VII

                          SHARES AND TRANSFER OF SHARES

            SECTION 1. Certificates of Stock.  Every owner of shares of stock of
the Corporation shall be entitled to have a certificate evidencing the number of
shares of stock of the Corporation owned by such owner and designating the class
of stock to which such shares belong,  which shall  otherwise be in such form as
the Board shall prescribe.  Each such certificate shall bear the signature (or a
facsimile  thereof) of the  President  and Chief  Executive  Officer,  the Chief
Operating  Officer  or the  Chief  Financial  Officer  and the  Treasurer  or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
Corporation.

            SECTION 2. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate  evidencing
stock of the Corporation  issued,  the number of shares represented by each such
certificate, and the date thereof, and, in the case of cancellation, the date of
cancellation. Except as otherwise expressly required by law, the person in whose
name shares of stock stand on the books of the  Corporation  shall be deemed the
owner thereof for all purposes as regards the Corporation.

            SECTION 3.  Transfer of Stock.  (a) The  transfer of shares of stock
and the certificates evidencing such shares of stock of the Corporation shall be
governed by Article 8 of Subtitle I of Title 6 of the Delaware Code (the Uniform
Commercial Code), as amended from time to time.

            (b)  Registration of transfers of shares of stock of the Corporation
shall  be  made  only  on the  books  of the  Corporation  upon  request  of the
registered holder thereof, or of such holder's attorney thereunto  authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and upon the surrender of the certificate or certificates evidencing such shares
properly endorsed or accompanied by a stock power duly executed.

            SECTION  4.  Addresses  of  Stockholders.   Each  stockholder  shall
designate to the  Secretary of the  Corporation  an address at which  notices of
meetings  and all  other  corporate  notices  may be  served  or  mailed to such
stockholder, and, if any stockholder shall fail to so designate such an address,
corporate  notices may be served upon such  stockholder by mail directed to such
stockholder at such stockholder's post office address, if any, as the

<PAGE>

                                       15

same  appears  on  the  share  record  books  of  the  Corporation  or  at  such
stockholder's last known post office address.

            SECTION 5. Lost,  Destroyed or Mutilated  Certificates.  A holder of
any shares of stock of the Corporation  shall promptly notify the Corporation of
any  loss,   destruction  or  mutilation  of  any  certificate  or  certificates
evidencing  all or any such shares of stock.  The Board may, in its  discretion,
cause the  Corporation to issue a new  certificate  in place of any  certificate
theretofore  issued by it and alleged to have been  mutilated,  lost,  stolen or
destroyed,  upon the surrender of the mutilated  certificate  or, in the case of
loss, theft or destruction of the certificate,  upon satisfactory  proof of such
loss,  theft or destruction,  and the Board may, in its discretion,  require the
owner of the  lost,  stolen  or  destroyed  certificate  or such  owner's  legal
representative  to give the  Corporation  a bond  sufficient  to  indemnify  the
Corporation  against any claim made  against it on account of the alleged  loss,
theft  or  destruction  of any  such  certificate  or the  issuance  of such new
certificate.

            SECTION  6.  Facsimile   Signatures.   Any  or  all  of  the
signatures  on  a  certificate   evidencing   shares  of  stock  of  the
Corporation may be facsimiles.

            SECTION  7.   Regulations.   The  Board  may  make  such  rules  and
regulations  as it may  deem  expedient,  not  inconsistent  with  the  Restated
Certificate of  Incorporation or these Restated  By-Laws,  concerning the issue,
transfer and  registration of certificates  evidencing stock of the Corporation.
It may appoint,  or authorize any principal officer or officers to appoint,  one
or more  transfer  agents  and  one or more  registrars,  and  may  require  all
certificates  of stock to bear the  signature or  signatures  (or a facsimile or
facsimiles  thereof)  of any of them.  The Board may at any time  terminate  the
employment  of any transfer  agent or any  registrar of  transfers.  In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a  certificate  shall  cease to be such  officer,  transfer
agent or registrar, whether because of death, resignation, removal or otherwise,
before  such  certificate  or  certificates  shall  have been  delivered  by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation  and be issued and  delivered  as though  the person or persons  who
signed or whose  facsimile  signature has been placed upon such  certificate  or
certificates had not ceased to be such officer, transfer agent or registrar.

            SECTION 8. Record Date.  In order that the  Corporation  may
determine  the  stockholders  entitled  to notice of, or to vote at, any
meeting of  stockholders  or any  adjournment  thereof,  or  entitled to
receive  payment of any dividend or other  distribution  or allotment of
any  rights,  or  entitled  to  exercise  any  rights in  respect of any
change,  conversion  or  exchange  of  stock or for the  purpose  of any
other  lawful  action,  the Board may fix,  in advance,  a record  date,
which  shall not be more than  sixty nor less than ten days  before  the
date of such  meeting,  nor more than sixty days prior to any other such
action. A




<PAGE>

                                       16

determination of stockholders  entitled to notice of, or to vote at, any meeting
of  stockholders  shall  apply  to any  adjournment  of the  meeting;  provided,
however, that the Board may fix a new record date for the adjourned meeting.

            SECTION  9.  Registered  Stockholders.   The  Corporation  shall  be
entitled to recognize the exclusive right of a person  registered on its records
as the owner of shares of stock to receive  dividends and to vote as such owner,
shall be entitled to hold liable for calls and  assessments a person  registered
on its  records  as the  owner of  shares  of  stock,  and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares of
stock on the part of any other  person,  whether or not it shall have express or
other notice thereof,  except as otherwise  provided by the laws of the State of
Delaware.

            SECTION  10.  Stockholder   Agreements.   Shares  of  stock  of  the
Corporation  may be subject to one or more  agreements  abridging,  limiting  or
restricting  the  rights  of any  one or  more  stockholders  to  sell,  assign,
transfer,  mortgage,  pledge  or  hypothecate  any or all  of the  stock  of the
Corporation held by them, or providing for preemptive  rights, or may be subject
to one or more agreements providing a purchase option with respect to any shares
of  stock  of the  Corporation.  If  such  agreements  exist,  all  certificates
evidencing   shares  of  stock  subject  to  such   abridgements,   limitations,
restrictions  or  options  shall  have  reference   thereto   endorsed  on  such
certificate  and such stock shall not  thereafter be transferred on the books of
the  Corporation  except in  accordance  with the terms and  conditions  of such
agreement  or  agreements.  Copies  of such  agreement  or  agreements  shall be
maintained at the offices of the Corporation.

                                  ARTICLE VIII

                                BOOKS AND RECORDS

            The books and records of the  Corporation  may be kept at such place
or places  within or without the State of Delaware as the Board may from time to
time determine.

                                   ARTICLE IX

                                      SEAL

            The Board shall  provide a corporate  seal which shall bear the full
name of the Corporation.

<PAGE>

                                       17

                                    ARTICLE X

                                   FISCAL YEAR

            The  fiscal  year of the  Corporation  shall be fixed,  and shall be
subject to change from time to time, by the Board.

                                   ARTICLE XI

                                 INDEMNIFICATION

            SECTION 1. General.  The  Corporation (i) shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
Corporation)  by reason of the fact  that he or she is or was a  director  or an
officer  of  the  Corporation,  or is or  was  serving  at  the  request  of the
Corporation  as a director  or an officer of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  to the full extent  authorized  or
permitted  by law, as now or hereafter in effect,  against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by him or her in  connection  with  such  action,  suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful, and (ii) may indemnify, if the Board of
Directors determines such indemnification is appropriate,  any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  Corporation)  by
reason  of the  fact  that  he or she is or was  an  employee  or  agent  of the
Corporation,  or is or was  serving  at the  request  of the  Corporation  as an
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  to the full extent authorized or permitted by law, as now or
hereafter in effect,  against expenses (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him or
hr in connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the Corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement or conviction,  or upon a plea of nolo  contendere or its equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  had reasonable  cause to believe that his or her
conduct was unlawful.

<PAGE>

                                       18

            SECTION 2. Derivative  Actions.  The Corporation (i) shall indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director or an officer of the Corporation,  or is or was serving
at the  request  of the  Corporation  as a  director  or an  officer  of another
corporation,  partnership, joint venture, trust or other enterprise, to the full
extent  authorized  or permitted by law, as now or hereafter in effect,  against
expenses (including  attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she  reasonably  believed to be in
or not opposed to the best interests of the Corporation, and (ii) may indemnify,
if the Board of Directors  determines such  indemnification is appropriate,  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was an employee or an agent of the  Corporation,  or is or was serving
at the  request  of the  Corporation  as an  employee  or an  agent  of  another
corporation,  partnership, joint venture, trust or other enterprise, to the full
extent  authorized  or permitted by law, as now or hereafter in effect,  against
expenses (including  attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she  reasonably  believed to be in
or not opposed to the best interests of the Corporation; provided, however, that
no indemnification  shall be made in respect of any claim, issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

            SECTION 3. Successful  Defense. To the extent that (i) a director or
an  officer  of the  Corporation  or (ii)  any  other  employee  or agent of the
Corporation  who the  Board of  Directors  has  authorized  the  Corporation  to
indemnify,  has been  successful  on the merits or  otherwise  in defense of any
action,  suit or proceeding referred to in sections 1 and 2 above, or in defense
of any claim,  issue or matter therein,  he or she shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

            SECTION 4.  Proceedings  Initiated  by any  Person.  Notwithstanding
anything  to the  contrary  contained  in  sections  1 or 2  above,  except  for
proceedings to enforce rights to  indemnification,  the Corporation shall not be
obligated  to indemnify  any person in  connection  with a  proceeding  (or part
thereof)  initiated by such person unless such  proceeding (or part thereof) was
authorized in advance, or unanimously consented to, by the Board of Directors.

<PAGE>

                                       19

            SECTION 5.  Procedure.  Any  indemnification  under sections 1 and 2
above  (unless  ordered  by a court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable  standard of conduct set forth in sections 1 and 2
above. Such determination  shall be made (i) by a majority vote of the directors
who are not parties to such action,  suit or proceeding  even though less than a
quorum, or (ii) if there are no such directors,  or if such directors so direct,
by independent legal counsel in a written opinion, or (iii) by the stockholders.

            SECTION 6. Advancement of Expenses.  Expenses (including  attorneys'
fees)  incurred  by an officer or  director in  defending  any civil,  criminal,
administrative or investigative  action, suit or proceeding shall be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such  amount if it shall  ultimately  be  determined  that such
person is not entitled to be  indemnified  by the  Corporation  pursuant to this
Article  XI  or  as  otherwise  authorized  by  law.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

            SECTION 7. Rights Not Exclusive. The indemnification and advancement
of expenses  provided by, or granted pursuant to, the other  subsections of this
Article  XI shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  or  advancement  of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his or her  official  capacity  and as to action in another
capacity while holding such office.

            SECTION 8.  Insurance.  The  Corporation  may  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against any liability asserted against
him or her and  incurred by him or her in any such  capacity,  or arising out of
his or her status as such,  whether or not the Corporation  would have the power
to indemnify him or her against such liability under the provisions of the DGCL.

            SECTION 9. Definition of "Corporation". For purposes of this Article
XI, references to "the Corporation" shall include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents so that any  person  who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer,

<PAGE>

                                       20

employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  shall stand in the same position under the provisions of this
Article XI with respect to the resulting or surviving corporation as such person
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

            SECTION 10. Certain Other Definitions.  For purposes of this Article
XI,  references to "other  enterprises"  shall include  employee  benefit plans;
references to "fines"  shall include any excise taxes  assessed on a person with
respect to any employee  benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director,  officer,  employee
or agent of the  Corporation  which imposes  duties on, or involves  service by,
such director,  officer,  employee or agent with respect to an employee  benefit
plan, its  participants or  beneficiaries;  and a person who acted in good faith
and in a manner such  person  reasonably  believed to be in the  interest of the
participants  and  beneficiaries  of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best  interests of the  Corporation",
as referred to in this Article XI.

            SECTION  11.   Continuation  of  Rights.  The   indemnification  and
advancement  of expenses  provided  by, or granted  pursuant to, this Article XI
shall,  unless otherwise provided when authorized or ratified,  continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

            SECTION 12. Repeal or  Modification.  Any repeal or  modification of
this  Article XI by the  stockholders  of the  Corporation  shall not  adversely
affect any rights to  indemnification  and to  advancement  of expenses that any
person may have at the time of such repeal or  modification  with respect to any
acts or omissions occurring prior to such repeal or modification.

            SECTION 13.  Amendments to DGCL. If the DGCL is amended hereafter to
broaden the rights of those seeking  indemnification or advancement of expenses,
then such  rights  shall be  extended  to such  persons  to the  fullest  extent
authorized  by the DGCL,  as so amended,  without  further  action by either the
Board of Directors or the stockholders of the Corporation.

                                   ARTICLE XII

                                   AMENDMENTS

            These Restated By-Laws,  or any of them, may be altered,  amended or
repealed,  or  new  by-laws  may be  made,  but  only  to the  extent  any  such
alteration,  amendment,  repeal  or new  by-law  is not  inconsistent  with  any
provision of the Restated

<PAGE>

                                       21

Certificate of Incorporation,  either by a majority of the whole Board or by the
stockholders  of the  Corporation  upon the  affirmative  vote of the holders of
662/3% or more of the  outstanding  shares of capital  stock of the  Corporation
entitled to vote thereon,  voting as a single class; provided,  however, that no
alteration,  amendment  or repeal of Section 8 of Article III of these  Restated
By-Laws may be made by the Board without the consent of all of the directors.

<PAGE>

1 AMENDMENT NO. 1 TO RESTATED BY-LAWS OF GALILEO INTERNATIONAL, INC.

Dated as of July 15, 1999

Article III,  Section 2, Number and Term of  Directors  Holding  Office,  of the
Restated By-laws of Galileo  International,  Inc. is amended to delete the words
"thirteen  (13)  members  (including  such  directors as shall be elected by any
series of  special  voting  preferred  stock of the  Corporation)  or such other
number" in the first  sentence  thereof and to replace such words with the words
"such number of members".















<PAGE>

EXHIBIT 10.23(a)


                                             AT&T MA Reference No. 0004

8/8/00                        AT&T AND CUSTOMER               AMEND - ADD/MA.doc
                      CONFIDENTIAL PROPRIETARY INFORMATION

 AMENDMENT TO MASTER AGREEMENT BETWEEN AT&T CORP. AND GALILEO INTERNATIONAL,
                                     L.L.C.

The Addendum to the Master  Agreement  between  AT&T Corp.  ("AT&T") and Galileo
International,  L.L.C. ("CUSTOMER"), and the General Terms and Conditions of the
Master Agreement,  dated December 28, 1998, (collectively,  the "Agreement") are
hereby amended as set forth below:

1. The words ", Amendment to Master Agreement,  " are inserted at the end of the
first line in the first paragraph of the Master  Agreement Cover Sheet following
the words  "Addendum  to Master  Agreement".  2. The words "and,  in the case of
AT&T..." to the end of Section 1.1 are deleted in their entirety.

3.    The following is inserted at the end of Section 1.3:

"Except to the extent  prohibited  by an  Attachment,  CUSTOMER may resell to or
share  Services with Users at the rates and charges set forth in the  applicable
Attachment(s). CUSTOMER shall be AT&T's customer of record for Services provided
to Users  and shall be  financially  responsible  for any  User's  purchases  of
Services."

4. The words  "except  for amounts  disputed in good faith" are  inserted in the
first sentence of Section 2.1, after the words "under any other Attachment." The
word  "reasonably"  is inserted in the last sentence of Section 2.1,  before the
words  "determines  that  CUSTOMER".  The  following  is  inserted at the end of
Section  2.1:  "AT&T  shall  use all  reasonable  efforts  to bill for  Services
promptly  and  accurately.  If AT&T  fails to bill  for  Services  promptly  and
accurately and in accordance  with the  requirements  agreed upon by the parties
under Section 2.3 on a chronic  basis as such is  documented  by CUSTOMER,  then
CUSTOMER may escalate the problem,  and pursue the remedies available,  pursuant
to Section 7.1 (General)."

5. Section 2.2, is deleted in its entirety and replaced with the following:

"CUSTOMER shall pay all shipping  charges,  taxes and other similar charges (and
any related  interest and penalties due other than as a result of AT&T`s failure
to timely pay any taxes owed by it) relating to the sale, transfer of ownership,
installation,  license, use or provision of the Services, except to the extent a
valid tax  exemption  certificate  is  provided by CUSTOMER to AT&T prior to the
delivery of Services.  Taxes include (a) Federal excise tax, (b) all sales,  use
or similar taxes (however  designated) in accordance  with the law of the taxing
jurisdiction and (c) gross receipts taxes  identified in AT&T tariffs.  Taxes do
not include (a) any tax based on AT&T's net income, (b) state or local privilege
or excise taxes,  (c) capital values,  license or franchise taxes (except to the
extent covered by (b) in the second sentence of this Section)  imposed upon AT&T
for the  privilege  of doing  business in any taxing  jurisdiction.  If CUSTOMER
disputes  the  taxability  or desires  to seek a refund of any tax  imposed as a
result of the  existence or operation of this  Agreement,  CUSTOMER,  at its own
expense  and in its own  name,  may  file a claim  for  refund  or  protest  the
imposition  of the disputed tax. In the event that such claim or protest must be
made in the  name of  AT&T,  AT&T  shall in good  faith  and with due  diligence
contest the  imposition  of such tax at CUSTOMER's  sole expense,  provided that
AT&T will not be  required to pursue such a protest if the action will result in
(i) a lien against AT&T for which CUSTOMER has not adequately  indemnified  AT&T
or (ii) a  penalty  being  assessed  against  AT&T for  which  CUSTOMER  has not
adequately  indemnified AT&T. If AT&T collects excess taxes from CUSTOMER as the
result of a mathematical error or for other reasons not attributable to CUSTOMER
or  a  taxing  authority  or  reasonable  error  (or   disagreement)   regarding
interpretation  of applicable  law, AT&T shall promptly refund the excess amount
to CUSTOMER. If the taxing authority allows or requires that any refund from the
taxing  authority  be sought by the vendor,  AT&T shall  remit to CUSTOMER  such
improper  charges and then seek the refund from the taxing  authority at its own
expense.  If the taxing  authority does not allow the vendor to seek the refund,
AT&T shall  promptly  notify  CUSTOMER and provide all necessary  cooperation so
that CUSTOMER can collect the excess amount.

6. Section 2.3, is deleted in its entirety and replaced with the following:

"(i)AT&T will provide CUSTOMER with a level of invoice detail (content,  format,
and medium) if agreed upon by the parties for each  Service and  specified in an
Attachment.  CUSTOMER.  Payment of undisputed  charges is due within thirty (30)
days  after the date of  CUSTOMER's  receipt of an  invoice  that  substantially
conforms  to  such  invoice  detail  and  shall  refer  to the  invoice  number.
Restrictive endorsements or other statements on checks accepted by AT&T will not
apply. . AT&T may at its option bill, and CUSTOMER shall pay,  interest  charges
with respect to any  undisputed  amounts that remain unpaid more than sixty (60)
days following  CUSTOMER's  receipt of a proper invoice therefor at the lower of
1.5% per month or the maximum  rate allowed by law.  However,  in the event of a
bona fide  dispute over a charge  specifically  identified  by CUSTOMER  through
written  notice to AT&T,  payment of the  identified  charge may be withheld and
will not be considered  past due and no interest will be charged for non-payment
of such disputed  charges  pending  investigation  by AT&T.  Upon  completion of
AT&T's  investigation of such disputed  charge,  AT&T will consult with CUSTOMER
concerning the results of the  investigation  and will make such  adjustments as
are deemed  appropriate in AT&T's reasonable  discretion,  acting in good faith,
after such consultation.  Payment of any disputed charges that are determined to
be correct as a result of such investigation shall be considered past due if not
paid in full within thirty (30) days after completion of the investigation.

(ii)  Alternatively,  if  CUSTOMER  submits  a  bona  fide  dispute  to  Dispute
Resolution (in accordance with Article 7), then CUSTOMER shall promptly  deposit
the amount of the invoice in an  interest-bearing  escrow account in the bank or
depository specified by AT&T and shall furnish evidence of such deposit to AT&T.
The maximum  amount the CUSTOMER  may  withhold and pay into escrow  pursuant to
this  subsection  shall not in the  aggregate  exceed  three (3) months  average
charges.  CUSTOMER  shall pay any  disputed  amounts  that exceed the  foregoing
threshold to AT&T under protest, without waiving any of the CUSTOMER's rights to
recover such disputed amounts. Upon resolution of the dispute, the parties shall
allocate  the money in the escrow  account and any fees  relating to opening and
maintaining  the  escrow  account,  plus  any  interest  earned  on such  money,
consistent with the resolution of the dispute."

7.  Section 3.2 is deleted in its entirety and replaced with the following:

"CUSTOMER  shall  assure that its and Users' use of the Services and the Content
will at all times comply with all applicable  laws,  regulations and written and
electronic instructionsfor use provided or made available by AT&T. AT&T reserves
the right to terminate  affected  Attachments,  suspend affected Services and/or
remove  CUSTOMER or Users'  Content from the Services if AT&T, in its reasonable
discretion,  determines after reasonable  investigation that such use or Content
does not conform with the requirements set forth in this Agreement or determines
after receipt of notice from a reliable source and reasonable investigation that
CUSTOMER's  or Users' use or Content  may  violate  any laws or  regulations  or
interferes  with AT&T's  ability to provide the  Services to CUSTOMER or others.
AT&T's  actions or inaction  under this Section shall not  constitute  review or
approval of CUSTOMER's or Users' use or Content.  AT&T shall notify  CUSTOMER of
any  violation or  threatened  violation  of this Section 3.2 and give  CUSTOMER
thirty (30) days  (after such  provision  of notice) to cure such  violation  or
threatened   violation   prior  to   termination   of  any  affected   Services.
Notwithstanding the foregoing,  a Service may be suspended without notice (a) in
response to a court or government  demand, or (b) if AT&T reasonably  determines
that the integrity or normal  operation of its network  and/or the Service is in
imminent risk."

8. Section 3.3 of the  Agreement  has been  relocated to a new Section 14.0 of
the Agreement.

9.  New sections 3.4-3.10 are inserted at the end of Section 3.0 as follows:

3.4 AT&T shall on an annual basis and if specified in an Attachment,  review the
mix and  configuration  of components of a Service based on CUSTOMER's  expected
needs and  consider  CUSTOMER's  need for  modifications  to a thereto  so as to
optimize  the  efficiency  and  cost-effectiveness  of the  Service  supplied to
CUSTOMER.  Based on each such review, AT&T shall make written recommendations to
CUSTOMER that AT&T believes will improve the efficiency  and  cost-effectiveness
of the Service,  including bringing to CUSTOMER's  attention any upgrades to the
Service that AT&T believes may be of value to CUSTOMER.

3.5 (a) AT&T shall ensure that an adequate number of appropriately qualified and
trained personnel are employed and available at all times to provide and support
CUSTOMER's use of the Services in accordance with the terms of this Agreement.

      (b) AT&T may augment  the number of  personnel  assigned to CUSTOMER  from
time to time as may  reasonably  be agreed upon between the parties to carry out
special  projects.  If AT&T Personnel  (those  personnel  employed by AT&T whose
functions or job assignments relate substantially to the provision of Service to
CUSTOMER  pursuant to this  Agreement) are reassigned  during the execution of a
special project,  AT&T shall use its best efforts to ensure a smooth transition,
including cooperation between the replaced and the newly-assigned  personnel or,
where appropriate, an overlap in the assignment of such personnel to CUSTOMER.

3.6 AT&T shall  promptly  notify  CUSTOMER of new  features  and  functions  and
revisions  and  potential  enhancements  and  improvements  to existing  Service
features and  functions  that it believes  CUSTOMER may wish to consider  asking
AT&T to  implement.  If CUSTOMER  learns (from AT&T or otherwise) of a potential
service  enhancement or  improvement,  it may request  information  from AT&T in
order to determine  whether it desires to have such  enhancement  or improvement
implemented by AT&T.

3.7 AT&T shall make Service  Upgrades  available to CUSTOMER.  AT&T shall notify
CUSTOMER  as far as  reasonably  possible  in  advance of any  proposed  Service
Upgrade.  In the event that AT&T  implements any proposed  Service  Upgrade that
would  materially and adversely affect  Customer's  ability to fully utilize the
Services,  Customer may terminate the affected  Service without payment of early
termination  charges.   "Service  Upgrade"  means  any  revision,   improvement,
enhancement,  modification or addition to a Service (including  increases in the
functionality  or improvements in performance)  that is developed by or for AT&T
and  is  offered  by  AT&T  to  customers  of the  same  service  generally  (or
implemented by AT&T in its networks) without charge.

3.8 Where such relate to the  Services  provided by AT&T,  AT&T shall  cooperate
with  CUSTOMER  in  the   development,   testing  and  execution  of  CUSTOMER's
contingency  and  disaster  recovery  plans  and in the  testing  of  equipment,
services,  and  facilities  to be used in the  event  of a  disaster  within  or
directly affecting CUSTOMER's operations.

3.9         CUSTOMER is responsible  for the  compatibility  of its equipment
with the Services.  In recognition of this responsibility, AT&T agrees:


   (i) to  consult  with  CUSTOMER,  upon  reasonable  request,  concerning  the
compatibility  of Services with  CUSTOMER  equipment  including,  in the case of
equipment that CUSTOMER proposes to acquire,  informing  CUSTOMER of the effects
(if any) of the use of such  equipment and  associated  software on the quality,
operating  characteristics and efficiency of Services,  and the effects (if any)
of Services on the operating  characteristics  and  efficiency of such equipment
and related  software to the extent such  information is reasonably known to Key
AT&T Personnel (AT&T CBM), provided,  however,  that AT&T makes no warranty with
respect to such compatibility or effects.

   (ii)     to   provide   Service   interface   specifications    reasonably
requested by CUSTOMER; and


   (iii) not to condition use of any Service upon payment by CUSTOMER of any fee
or charge  (whether styled as a patent or copyright  royalty,  a license fee, an
interconnection  charge, or otherwise) other than as indicated in the applicable
Attachments.

3.10 (a) Subject to AT&T's reasonable  security  requirements,  CUSTOMER may, at
its own  expense,  review  AT&T's  relevant  billing  records for the purpose of
assessing the accuracy of AT&T's invoices to CUSTOMER.  CUSTOMER may employ such
assistance as it deems desirable to conduct such reviews, but may not employ the
assistance of any entity that derives a substantial portion of its revenues from
the  provision  of  services  that are  substantially  similar  to the  Services
provided  hereunder or employ the  assistance  of any person who has  previously
made improper use of AT&T's Confidential  Information.  CUSTOMER shall cause any
person retained for this purpose to execute a non-disclosure  agreement in favor
of AT&T under  substantially the same obligations of  confidentiality as are set
forth in Article 4.0 (Confidential  Information).  Such reviews shall take place
at a time and place  agreed  upon by the  parties.  CUSTOMER's  normal  internal
invoice  reconciliation  procedures  shall not be  considered a review of AT&T's
relevant billing records for purposes of this Section.

(b) AT&T shall promptly  correct any billing error that is revealed in a billing
review,  including refunding any overpayment by CUSTOMER in the form of a credit
as  soon  as  reasonably  practicable  under  the  circumstances.   Any  dispute
concerning  the  results of a billing  review  shall be handled  pursuant to the
dispute resolution procedures in Article 7.0 (Dispute Resolution).

(c) AT&T shall cooperate in any CUSTOMER  billing review,  providing  reasonable
access to AT&T  employees  and all  appropriate  billing  records as  reasonably
necessary  to verify the accuracy of AT&T's  invoices.  AT&T may redact from the
billing records  provided to CUSTOMER any information  that reveals the identity
or confidential  information of other AT&T customers or other AT&T  Confidential
Information  (as defined in Section 4.1) that is not relevant to the purposes of
the review.

(d) CUSTOMER may review AT&T's  relevant  billing  records more than once in any
year if a previous  review  during that year found  previously  uncorrected  net
variances or errors in invoices in AT&T's  favor with an  aggregate  value of at
least three percent (3%) of the amounts payable by CUSTOMER for Service provided
during the period covered by the review.

10. The words "and  CUSTOMER"  are inserted in the last  sentence of Section 4.1
after the words "deemed to be AT&T" and before the word "INFORMATION".

The following language is inserted at the end of Section 4.1:

"For purposes of confidentiality  obligations hereunder,  and without purporting
to allocate or assign ownership of such  information,  all CUSTOMER  Proprietary
Network  Information  ("CPNI"),  as that term is or may  hereafter be defined in
Section 221(f) of the Communications Act of 1934, as amended,  shall be CUSTOMER
Confidential Information, and shall not be deemed AT&T Confidential Information;
such CPNI shall be subject to the requirements and restrictions on use contained
in the  Communications Act of 1934 (the "Act"), but may be used and/or disclosed
as permitted in the Act."

11.  Section  4.2  is  deleted  in  its  entirety  and is  replaced  with  the
following:

"Each party's  INFORMATION  shall,  for a period of five (5) years following its
disclosure(except  in the case of Software,  for an indefinite  period):  (i) be
held in confidence;  (ii) be used only for purposes of performing this Agreement
and using the  Services;  and (iii)  not be  disclosed  except to the  receiving
party's  employees,  agents,  professional  advisors,  and contractors  having a
need-to-know  (provided that such agents,  professional advisors and contractors
are not  direct  competitors  of either  party and agree in  writing  to use and
disclosure  restrictions  as  restrictive  as this  Article 4), or to the extent
required  by law  (provided  that  prompt  advance  notice  is  provided  to the
disclosing party to the extent practicable).

12.  Section 4.4 is deleted in its entirety and is replaced with the
following:

"AT&T  may  monitor  the  Services  in order to detect  unauthorized  use of the
Services.  CUSTOMER also authorizes AT&T to monitor the Services as necessary to
verify transmission quality and operate,  maintain and repair the Services.  Any
monitoring  authorized under this Subsection shall be limited to that reasonably
necessary to detect unauthorized use, verify transmission  quality, and maintain
and  repair the  Services,  and shall not be for  purposes  of  ascertaining  or
retaining message content of any voice or data communication (except pursuant to
valid law  enforcement  requests).  Subject to the provisions of Section 4.1, no
information  obtained  (inadvertently  or  otherwise)  in  the  course  of  such
monitoring  for fraud or quality shall be  disseminated  to any person without a
"need to know" within AT&T or  disclosed  outside  AT&T  without  prior  written
consent unless legally required. If AT&T has a legitimate need to monitor and/or
record any calls between itself and CUSTOMER concerning the Services, AT&T shall
comply with all federal and state laws applicable to such activity."

13.  The first sentence in Section 6.1 is deleted in its entirety and
replaced with the following:

"AT&T grants CUSTOMER a personal,  non-transferable,  and non-exclusive  license
(without the right to  sublicense) to use, in object code form, all software and
data furnished pursuant to the Attachments (collectively,  the "Software"). AT&T
shall provide CUSTOMER written and/or electronic  documentation  associated with
all such Software."

14. The first sentence in Section 6.2, is deleted in its entirety and
replaced with the  following:

"CUSTOMER shall not copy or download the Software, except to create one copy for
back-up and/or archival purposes unless additional copiesare expressly permitted
in the applicable  documentation  for the Service or in a writing signed by AT&T
referencing an Attachment."

15.  The following words shall be added to the end of Section 6.4:

", except that with respect to Billing Edge (or similar  software),  the term of
the license  shall be extended  beyond the  expiration  or  termination  of this
Agreement  until both parties  have agreed in writing  that  neither  party owes
anything to the other in payments or credits."

16.  Section  6.6  is  deleted  in  its  entirety  and is  replaced  with  the
following:

"AT&T warrants that all AT&T Software will perform  substantially  in accordance
with its applicable published specifications,  beginning on the date of delivery
of the AT&T  Software  to  CUSTOMER  for a period of ninety  (90) days  unless a
different warranty period is specified in an Attachment. If CUSTOMER returns any
AT&T  Software  that does not comply  with this  warranty  during  the  warranty
period,  then AT&T, at its option,  will either repair or replace the portion of
the AT&T Software that does not comply or refund the amount paid by CUSTOMER for
such failed or defective  AT&T  Software..  This warranty will apply only if the
AT&T Software is used in accordance  with the terms of this Agreement and is not
altered, modified, or tampered with by CUSTOMER or Users.

This Section sets forth CUSTOMER's sole and exclusive  remedies for failures and
defects in Software, as provided in Section 9.2. If AT&T Software is provided by
AT&T as an integral and significant part of a Service and its failure to perform
as warranted  hereunder  would be material  and adverse to the  provision of the
Service,  where such is  applicable as provided for in an  Attachment,  then any
other applicable remedies available to CUSTOMER under an Attachment may apply to
the Service.

17.  The following is inserted in place of the existing Sections 7.1 and 7.2:

(a) Except as described in Section 7.2  (Exceptions),  the following  procedures
shall be adhered to in all  disputes  that arise under this  Agreement  that the
parties cannot resolve  informally.  The claimant must notify the other party in
writing of the nature of the dispute  with as much detail as possible  about the
deficient  performance of that party.  The Project Managers shall meet in person
or by telephone within seven (7) days of the date of the written notification to
reach agreement about the nature of the deficiency and the corrective  action to
be taken. The Project  Managers shall  memorialize the nature of the dispute and
their  efforts to resolve  it. If the  Project  Managers  are unable to agree on
corrective action within fifteen (15) days after their meeting, either party may
require the  escalation of the dispute to the next level of  management.  If the
dispute cannot be resolved by further escalation to the second or third tier, as
described in the escalation  matrix in Subsection (b) below, the aggrieved party
may pursue  available legal and equitable  remedies or, if the parties  mutually
agree, an independent mediator or arbitrator.

(b)   As of the  Effective  Date,  the parties'  representatives  for Dispute
Resolution are as follows:


--------------------------------------
  CUSTOMER        AT&T      Time
                            to
                            Resolve

--------------------------------------
--------------------------------------
Project         Project        15
Manager         Manager        days
--------------------------------------
--------------------------------------
Vice            Sales          15
Preside         Vice           days
                President

--------------------------------------
--------------------------------------
Senior Vice     Regional       15
President-NetworVice           days
Operations      President
--------------------------------------

(c) The parties  agree that the fact that either  party may take any action that
it believes is in its best  interests to safeguard  its  network(s)  or business
operations  without resorting to dispute resolution shall not, in and of itself,
constitute a breach of this Agreement.

Section 7.3 is renumbered as Section 7.2.

The following is inserted as a new Section 7.3:

7.3   Performance Pending Outcome of Disputes.

(a) Pending  completion of the dispute resolution process in connection with any
dispute or  controversy  between the  parties,  both parties  shall  continue to
perform their obligations under this Agreement,  and AT&T shall not discontinue,
disconnect, or in any other fashion cease to provide all or any material portion
of the Services to CUSTOMER unless otherwise directed by CUSTOMER.

(b) The  restrictions  on AT&T in Subsection (a) above shall not apply where (i)
the dispute or controversy  between parties relates to material harm to the AT&T
network(s) or other  critical AT&T  facilities  or systems  allegedly  caused by
CUSTOMER,  and CUSTOMER does not immediately  cease and desist from the activity
giving rise to the dispute or controversy upon receipt of notice from AT&T; (ii)
a  government  authority  in the affected  jurisdiction  has notified  AT&T that
CUSTOMER  is  making  unlawful  use  of  the  Services  and  CUSTOMER  does  not
immediately  cease and desist such use; (iii) CUSTOMER does not continue to make
payments as required hereunder for Service for amounts not the subject of a bona
fide dispute,  subject to the cure provisions set forth herein; (iv) CUSTOMER is
not compliant with Section 2.3 (ii); or (v) where permitted  pursuant to Section
3.2 or in the event of a violation of Articles 4, 5, 6 or 11.

18.  The following is inserted at the end of Section 8.0:

"Performance times shall be extended for a period of time equivalent to the time
lost  because  of any delay or failure  that is  excusable  under this  Article;
provided that the party seeking to extend  performance  notifies the other party
of the  occurrence  of the cause of the delay or failure  as soon as  reasonably
possible.  AT&T and  CUSTOMER  may also agree on other  measures to mitigate the
consequences   of   circumstances   beyond   CUSTOMER's   or   AT&T's   control.
Notwithstanding  the foregoing,  AT&T's delay or failure to perform shall not be
excused   by  the  acts  or   omissions   of  its   subcontractors   unless  the
subcontractor's  delay or  failure of  performance  is the result of an event of
force majeure set forth above.

AT&T shall not charge CUSTOMER for any Service or component  thereof that is not
provided  as a result of a delay or  interruption  excused  under  this  Section
during the period of such delay or interruption.  CUSTOMER shall be excused from
any failure to satisfy any minimum  purchase  requirement to the extent that any
such failure or ineligibility is the result of any delay or interruption by AT&T
that is excused under this Section 8.0.

19.   Sections 9.2 and 9.3 are deleted in their entirety and are rewritten as
follows:

"9.2 EITHER PARTY'S ENTIRE LIABILITY AND THE OTHER PARTY'S  EXCLUSIVE  REMEDIES,
FOR ANY DAMAGES  CAUSED BY ANY SERVICE  DEFECT OR FAILURE,  OR FOR OTHER  CLAIMS
ARISING IN CONNECTION  WITH ANY SERVICE OR  PERFORMANCE  OR  NON-PERFORMANCE  OF
OBLIGATIONS UNDER THIS AGREEMENT SHALL BE: (i) FOR BODILY INJURY OR DEATH TO ANY
PERSON, OR REAL OR TANGIBLE PROPERTY DAMAGE,  NEGLIGENTLY  CAUSED BY A PARTY, OR
DAMAGES  ARISING  FROM THE  WILLFUL  MISCONDUCT  OF A PARTY  OR A BREACH  OF THE
PROVISIONS  OF  ARTICLES  4 OR 5, THE  OTHER,  PARTY'S  RIGHT TO  PROVEN  DIRECT
DAMAGES;  (ii) FOR DEFECTS OR FAILURES OF  SOFTWARE,  THE  REMEDIES SET FORTH IN
SECTION 6.6; (iii) FOR INDEMNITY, THE REMEDIES SET FORTH IN SECTION 14; (iv) FOR
DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED  UNDER THIS  AGREEMENT
OR ANY  ATTACHMENT,  EACH PARTY'S  LIABILITY  SHALL BE LIMITED TO PROVEN  DIRECT
DAMAGES  NOT TO EXCEED PER CLAIM (OR IN THE  AGGREGATE  DURING  ANY TWELVE  (12)
-MONTH PERIOD) AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS PAYABLE BY CUSTOMER FOR
THE  APPLICABLE  SERVICE UNDER THE  APPLICABLE  ATTACHMENT  DURING THE THREE (3)
MONTHS  PRECEDING THE MONTH IN WHICH THE DAMAGE  OCCURRED.  THIS SECTION 9.2(iv)
SHALL  NOT  LIMIT  CUSTOMER'S  RESPONSIBILITY  FOR  THE  PAYMENT  OF ANY AND ALL
PROPERLY  DUE  CHARGES  UNDER  THIS  AGREEMENT.  9.3  EXCEPT  FOR  THE  PARTIES'
OBLIGATIONS  UNDER SECTION 14,  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
FOR ANY  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL,  PUNITIVE,  RELIANCE  OR SPECIAL
DAMAGES,  INCLUDING  WITHOUT  LIMITATION,  DAMAGES FOR LOST PROFITS,  ADVANTAGE,
SAVINGS OR REVENUES OF ANY KIND OR INCREASED COST OF OPERATIONS,  WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES."

20. The words  "EXCEPT FOR AT&T  SUBCONTRACTORS"  are  inserted in Section  9.4,
after the words "OR THIRD PARTIES".

21. The words  "except for amounts  disputed in good faith" are  inserted in the
second sentence of Section 10.1, after the words "after written notice by AT&T".

22.  Section 11.3 is deleted in its entirety and replaced with the following:

"If any portion of this Agreement is found to be invalid or  unenforceable,  the
remaining  provisions  shall  remain in effect and the  parties  shall  promptly
negotiate in good faith to replace  invalid or  unenforceable  portions that are
essential parts of this Agreement with  provisions  that are consistent,  to the
greatest possible extent, with the parties original intent."

23. New section 11.9 is added at the end of Section 11.0 as follows:

"11.9 AT&T shall  include in its Tariffs any necessary  terms and  conditions of
this  Agreement that under  applicable law must be included  therein to be fully
enforceable  and shall  draft such  tariff to  accurately  reflect the terms and
conditions of this  Agreement.  The terms and  conditions in this Agreement that
are not incorporated into such Tariff shall be fully enforceable  whether or not
they are included in the Tariff.  Absent a contrary  holding by a court, the FCC
or another  governmental  authority  of competent  jurisdiction  by final order,
neither  CUSTOMER  nor AT&T shall not urge a court,  the Federal  Communications
Commission or other  governmental  authority of competent  jurisdiction  to hold
that any non-tariffed  terms are invalid or  unenforceable  because they are not
included in an AT&T Tariff or because of inconsistency with an AT&T Tariffs.  In
the event that a provision of this Agreement is held to be unenforceable because
the provision is not included in (or is inconsistent with) an AT&T Tariff,  AT&T
shall  amend  the  Tariff  to  incorporate  such  provisions  or to  remove  the
inconsistency, subject to all applicable legal and regulatory requirements."

24.  The following new Section 12 is added at the end of the Agreement:

"AT&T will  provide a written  report  quarterly  and review with  CUSTOMER  the
status of CUSTOMER's revenue,  volume and monitoring  condition  commitments and
requirements , taken as a whole, for periods that have previously been billed by
AT&T for the Attachment  Term year in which the review occurs.  In the course of
such quarterly  reviews,  AT&T and CUSTOMER may further discuss other matters of
mutual interest, including, but not limited to, the performance of the Services,
the adequacy of AT&T resources in the provisioning and support of CUSTOMER's use
of the Services,  new or improved AT&T  services and  features,  and  CUSTOMER's
anticipated future requirements.

The parties  acknowledge  that  federal  and state  regulatory  and  legislative
actions may introduce new competitive  alternatives into the  telecommunications
marketplace, which may affect the continued competitiveness of Services provided
under  this  Agreement.  Accordingly,  if  authorized  in  and  pursuant  to the
procedures specified in an Attachment,  AT&T acknowledges CUSTOMER's interest in
state-of-the-art technologies that offer improved performance and more efficient
and   cost-effective   ways  to  meet  CUSTOMER's   communications  and  related
requirements. The parties shall meet on an annual basis to discuss such evaluate
the  competitiveness  of  Services  provided  under this  Agreement  in light of
competitive  service  alternatives  and  other  regulatory,   technological,  or
marketplace  developments.  AT&T shall present an annual  optimization study and
make  recommendations  regarding potential changes that it believes CUSTOMER may
wish to  consider  to achieve  CUSTOMER's  objectives.  AT&T and  CUSTOMER  will
cooperate in efforts to develop a mutually  agreeable proposal that will satisfy
the concerns of both parties and comply with all applicable legal and regulatory
requirements.  By way of example and not limitation,  alternative  proposals may
include  changes  in  rates,   nonrecurring   charges,   revenue  and/or  volume
commitments,  discounts, the term of the Attachment and other provisions. If the
parties reach mutual agreement on an alternative, AT&T will prepare and file any
necessary tariff revisions and/or the parties will sign a contractual  amendment
to  implement  any  mutually  agreeable  alternative  proposal,  subject  to all
applicable legal and regulatory requirements. This provision does not constitute
a  waiver  of  any  charges,  including  shortfall  charges,  or any  terms  and
conditions applicable to CUSTOMER,  prior to the time the parties mutually agree
to amend or replace the affected Attachment."

25. The  Business  Downturn  clause set forth in  Section 8 of the  Addendum  is
deleted in its entirety and replaced  with the  following,  which shall be a new
Section 13.0 and added to the end of the Agreement:

"13.0 In the event of: (i) a business downturn, a corporate divestiture, merger,
acquisition or significant restructuring or reorganization  (including,  without
limitation,  a CUSTOMER decision to exit a foreign country);  or (ii) changes in
CUSTOMER's  network  configuration,  design,  or  use of  technology,  including
without  limitation changes resulting from the implementation of new services or
service upgrades,  the optimization of CUSTOMER's network or the substitution of
one kind of AT&T service for another AT&T  service;  any of which is  reasonably
likely to affect CUSTOMER's  requirements for Services in a manner than prevents
or would  prevent  CUSTOMER  from  incurring  charges  sufficient to satisfy the
minimum revenue or volume commitments under any Attachment  (notwithstanding all
commercially  reasonable efforts by CUSTOMER to avoid a shortfall),  the parties
shall cooperate in efforts to develop a mutually agreeable alternatgive proposal
that will  satify the  concerns  of both  parties . . By way of example  and not
limitation,   such   alternative   proposals  may  include   changes  in  rates,
nonrecurring charges, revenue and/or volume commitments,  discounts, the Service
term and  other  provisions.  Any  mutually  agreed  upon  adjustments  shall be
accomplished so as to reflect reduced traffic volumes in a fair manner,  and may
take account of the reduced  commitment,  the cause of the reduction in traffic,
the  effect of the  reduction  on AT&T's  costs,  the  benefits  enjoyed by both
parties prior to the reduction, and the prices that would otherwise be available
from AT&T for the affected  Services at the revised  commitment  levels.  If the
parties reach mutual  agreement on an  alternative,  the affected  Attachment(s)
shall be modified to incorporate  the  agreed-upon  adjustments,  and AT&T shall
file any tariff  revisions  necessary to effectuate them within thirty (30) days
after the parties agree to such revisions,  subject to all applicable  legal and
regulatory  requirements.  This provision shall not apply to a change  resulting
from a decision by CUSTOMER  to  transfer  portions of its traffic or  projected
growth to carriers  other than AT&T.  CUSTOMER must give AT&T written  notice of
the  conditions it believes will require  application  of this  provision.  This
provision  does not  constitute  a waiver of any  charges,  including  shortfall
charges,  incurred by CUSTOMER  prior to the time the parties agree to revise or
replace an Attachment."

26.  A new Section 14.0 of the Agreement is inserted as follows:

14.1 AT&T agrees to defend or settle, at its own expense,  any third party claim
or suit against CUSTOMER  alleging that a Service furnished under this Agreement
infringes any United States patent, trademark, copyright or trade secret, except
where the claim or suit  arises out of or  results  from:  CUSTOMER's  or User's
Content in connection with the Service;  modifications to the Service made by or
combinations  of the Service with  services or products  provided by CUSTOMER or
others;  AT&T's  adherence to CUSTOMER's  written  requirements;  or, use of the
Service in violation of this Agreement.  CUSTOMER agrees to defend or settle, at
its own expense and without  prejudice to AT&T or AT&T's continued  provisioning
of the Service to CUSTOMER or others,  all claims or suits  against AT&T covered
by the  exceptions in the  preceding  sentence and shall  immediately  cease any
activity which gives rise to the alleged  infringement.  The indemnifying  party
will also pay all Damages and costs (including  reasonable attorneys' fees) that
by  final  judgment  may  be  assessed  against  the  indemnified  party  due to
infringement by the indemnifying party.

14.2 In the event of a claim of infringement  for which AT&T is the indemnifying
party under  Section 14.1,  AT&T may at its option  either  procure the right to
continue using, or replace or modify, the alleged infringing Service so that the
Service becomes noninfringing and substantially  compliant with the requirements
in the applicable Attachment. Upon inability to reasonably perform either of the
foregoing options, AT&T may terminate the affected Attachment, without liability
other than as stated in Section 14.1.

14.3AT&T  grants to  CUSTOMER  the right to permit  Users to access  and use the
Services,  provided that CUSTOMER shall remain solely responsible for the access
and use by any User of the Services.  Any use or access by Users shall be deemed
to be use or access by CUSTOMER.  AT&T shall be solely  responsible to CUSTOMER,
and not Users, for the Services."

14.4 With respect to the indemnification obligations in this Article 14: (i) the
indemnified  party will notify the  indemnifying  party in writing promptly upon
learning of any claim or suit for which indemnification may be sought,  provided
that  failure to do so shall not affect the  indemnity  except to the extent the
indemnifying party is prejudiced thereby; (ii) the indemnifying party shall have
control of the defense or settlement,  provided that the indemnified party shall
have the right to participate in such defense or settlement  with counsel of its
own  selection and at its sole expense;  and (iii) the  indemnified  party shall
reasonably cooperate with the defense, at the indemnifying party's expense.

27. A new Section 15.0 is inserted at the end of the Agreement as follows:


Mechanics' Liens.

(a) AT&T will pay all  subcontractors,  materialmen or other laborers with which
it enters into  agreements  to perform work related to the Service.  In no event
shall  CUSTOMER be obligated to pay such  subcontractors,  materialmen  or other
laborers  for claims  that arise out of work under  their  agreements  with AT&T
related to the Service.

(b) If any subcontractor, materialman, or laborer shall file in a county clerk's
office a notice of  intention,  lien  claim or stop  notice  with  respect  to a
mechanics' lien (collectively "Lien Claim") against CUSTOMER,  based upon AT&T's
failure  to pay any of its  subcontractors,  AT&T shall  secure  and  furnish to
CUSTOMER a waiver or release from such  claimant,  releasing  CUSTOMER  from all
claims for work performed or materials furnished.  AT&T shall have the option in
lieu of discharging or removing any resulting lien, of furnishing  CUSTOMER with
a bond in form and amount satisfactory to CUSTOMER indemnifying CUSTOMER against
such lien.

(c) Subject to the  limitations of liability  hereunder,  if AT&T fails to honor
its obligations under Section (a) or (b) above, it shall be liable for any cost,
expense,  or damage  incurred  by  CUSTOMER  (including  any  Affiliate)  or any
director, agent, or employee of CUSTOMER, acting in their corporate capacity, as
a result of the filing or asserting of any Lien Claim or other charge by AT&T or
any  subcontractor,  materialman,  or  supplier  furnishing  labor  or  material
pursuant to this Agreement. CUSTOMER shall promptly notify AT&T of the filing of
any Lien Claim or other charge upon CUSTOMER's  discovery of same, but shall not
itself undertake any action with respect thereto unless AT&T fails or refuses to
perform AT&T's obligations with respect to same.

28.   A new Section 16.0 is inserted at the end of the Agreement as follows:


   Access and Security

(a) Subject to Subsections  (b) and (c) below,  AT&T  Personnel  shall have such
access at all times to Installation Sites as reasonably necessary to provide the
Services in accordance with the terms of this Agreement.

(b) All AT&T Personnel  shall be informed of, and shall comply with,  CUSTOMER's
security  requirements  at  Installation  Sites for which access is necessary to
provide the Services.  When deemed appropriate by CUSTOMER,  AT&T Personnel will
be issued passes or visitor  identification  cards which must be presented  upon
request to CUSTOMER's  personnel and surrendered promptly upon CUSTOMER's demand
or upon termination of this Agreement. Such passes or other identification shall
be issued only to persons meeting any reasonable  security criteria  established
by CUSTOMER for such purpose.

(c) Notwithstanding  any other provision of this Agreement,  CUSTOMER may refuse
to issue passes or  identification  cards or immediately  terminate the right of
access to its premises of any AT&T Personnel,  should CUSTOMER  determine in its
sole  discretion  for any lawful reason that such  termination  is in CUSTOMER's
best  interest.  CUSTOMER  shall  promptly  notify  AT&T of any such  refusal or
termination  of  access,  and  AT&T  shall  have  a  reasonable  opportunity  to
demonstrate to CUSTOMER that access should be granted or reinstated. Any refusal
or termination of access shall remain in effect  (without  relieving AT&T of any
of  its  obligations  to  perform  hereunder)  pending  such  demonstration  and
CUSTOMER's final  determination  as to the  advisability of such  reinstatement.
Unless AT&T had prior notice or reasonable cause to believe that particular AT&T
Personnel would be barred from CUSTOMER's premises,  the time allowed under this
Agreement for any installation, repair, maintenance, or similar action that such
barred  personnel  were to perform  shall be tolled  for the  period  reasonably
required by AT&T to deploy substitute personnel.

(d) For purposes of this Section,  the term "AT&T  Personnel"  shall include all
employees and agents of AT&T and its subcontractors.

29.   A new Section 17.0 is inserted at the end of the Agreement as follows:


The parties  represent  that they are now in compliance  with,  and warrant that
they shall for the  duration  of this  Agreement  comply  with,  all foreign and
domestic laws, statutes,  ordinances,  rules,  regulations and orders applicable
and material to, in the case of AT&T, the provision of Services to CUSTOMER and,
in the case of CUSTOMER, the use of the Services.

Each party,  by signing below,  acknowledges  that it has read,  understands and
agrees to the  provisions  of this  Amendment.  Each  individual  signing  below
represents  that such  individual is duly  authorized to sign this  Amendment on
behalf of the party for whom such individual is signing.

IN WITNESS WHEREOF,  the parties have entered into this Amendment as of the date
fully executed below.

GALILEO INTERNATIONAL, L.L.C.            AT&T CORP.

By:/s/Ron Thornhill______________        By:/s/R.J. Paliseno____________________
(Authorized Signature)                   (Authorized Signature)

Ron Thornhill                            R.J. Paliseno
---------------------------------        ----------------------------------
(Typed or Printed Name)                  (Typed or Printed Name)
Sr. Vice President Network Services      District Manager
---------------------------------        ---------------------------------------
(Title)                                  (Title)
August 9, 2000                           August 11, 2000
---------------------------------        ---------------------------------------
(Date)                                   (Date)
<PAGE>


EXHIBIT 10.24 (c)

Galileo International   WK-23502v2.4                    04/07/00 3:17 PM

                                Printed in U.S.A.

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 Original Title Page
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

                            CONTRACT TARIFF NO. 10906

                                   TITLE PAGE

This Contract Tariff applies to AT&T Software Defined Network Services; AT&T 800
Services;  AT&T Private Line Services;  AT&T InterSpan Frame Relay Service; AT&T
International Satellite Service; AT&T Local Channel Services and AT&T Conference
Services  for  interstate  or  foreign  communications  in  accordance  with the
Communications Act of 1934, as amended.

Telecommunication  services provided under this Contract Tariff are furnished by
means of wire,  radio,  satellite,  fiber optics or any suitable  technology  or
combination of technologies.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  4th Revised Page 1
Bridgewater, NJ  08807                          Cancels 3rd Revised Page 1
Issued:  Iiii                                             Effective:  Eeee

                            CONTRACT TARIFF NO. 10906

                                   CHECK SHEET

The Title Page and Pages 1 through 25 inclusive of this tariff are  effective as
of the date shown. Original and revised pages as named below contain all changes
from the original tariff pages that are in effect on the date shown.


            Number of Revision
Page      Except as Indicated
----      -------------------
1                4th*

2                1st*


6                1st*

7                3rd*

9                2nd*

14               2nd*

15               2nd*

16               3rd*

17              2nd*


18              1st*


19              1st*


21              1st*


22              1st*


23              1st*


24.1            Original


24.2            Original

24.3            Original

25              2nd*

*New or revised page

                                TABLE OF CONTENTS

                                                                            Page

Check Sheet........................................................   1
List of Concurring, Connecting and Other Participating Carriers....   1
Explanation of Symbols - Coding of Tariff Revisions................   1
Trademarks and Service Marks.......................................   2
Explanation of Abbreviations.......................................   2
General Provisions.................................................   3
Contract Summary...................................................   4

LIST OF CONCURRING, CONNECTING AND OTHER PARTICIPATING CARRIERS

Concurring Carriers - NONE
Connecting Carriers - NONE

Other Participating Carriers - NONE

EXPLANATION OF SYMBOLS - Coding of Tariff Revisions

Revisions  to this tariff are coded  through the use of symbols.  These  symbols
appear in the right margin of the page. The symbols and their meanings are:

          R - to  signify  reduction.
          I - to signify  increase.
          C - to signify changed regulation.
          T - to signify a change in text but no change in rate or regulation.
          S - to  signify  reissued  matter.
          M - to  signify  matter  relocated without change.
          N - to signify new rate or regulation.
          D - to signify discontinued rate or regulation.
          Z - to signify a correction.

Other  marginal  codes are used to direct  the tariff  reader to a footnote  for
specific information.  Codes used for this purpose are lower case letters of the
alphabet,  e.g.,  x, y and z. These  codes may appear  beside the page  revision
number in the page header or in the right margin opposite specific text.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  1st Revised Page 2
Bridgewater, NJ  08807                             Cancels Original Page 2
Issued:  Iiii                                             Effective:  Eeee

TRADEMARKS AND SERVICE MARKS - The following marks, to the extent,  if any, used
throughout this tariff, are trademarks and service marks of AT&T Corp.

                 Trademarks                     Service Marks

                 ----------                 ----------------------
                 None                       ACCUNET
                                            DATAPHONE
                                            InterSpan
                                            MEGACOM
                                            OneNet
                                            READYLINE
                                            USADirect

EXPLANATION OF ABBREVIATIONS

Adm.               -  Administrator
CISD               -  Customer's Initial Service Date
GMUC               -  Gross Monthly Usage Charges
GSDN               -  Global Software Defined Network
IOCs               -  Inter Office Channels
kbps               -  kilobits per second
MARC               -  Minimum Annual Revenue Commitment
Mbps               -  Megabits per second
OneNet             -  Software  Defined  Network  Integrated  Outbound  and
                         Inbound Optional Discount Plan

SDN                -  Software Defined Network

                               GENERAL PROVISIONS

C

C
C

I. Term  Start  Date and  Customer's  Initial  Service  Date - For the  Services
Provided under this Contract Tariff, the date on which the term of this Contract
Tariff  begins is referred  to as the Term Start Date (TSD),  which shall be the
first day of the  Customer's  1st full billing month  following  the  Customer's
Initial  Service Date (CISD) for the AT&T SDN  Services/AT&T  800 Services.  The
rates and discounts  specified in this Contract Tariff will apply  commencing at
the  CISD.  For  AT&T  SDN   Services/AT&T  800  Services  and  associated  AT&T
Terrestrial  1.544 Mbps Local  Channel  Services and AT&T  Concert VNS,  Concert
Inbound Service and AT&T Conference  Services the CISD can be no sooner, but can
be later,  than: (1) the first day of the first full billing month following the
later of the  Contract  Tariff  Effective  Date (CTED) or the date on which AT&T
accepts the Customer's order for the Services  Provided  hereunder  ("Acceptance
Date"), when the later of such dates is on or before the 10th of a month, or (2)
the first day of the second full billing  month  following the later of the CTED
or the  Acceptance  Date,  when the  later of such  dates is after the 10th of a
month. For AT&T Private Line Services,  AT&T InterSpan Frame Relay Service, AT&T
International Satellite Service and AT&T Local Channel Services, the CISD is the
date that the Customer begins service under this Contract Tariff.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                     Original Page 3
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

                         GENERAL PROVISIONS (continued)

II.  Detariffing - If during the term of this Contract Tariff,  the AT&T Tariffs
referenced herein ("Applicable AT&T Tariffs") are detariffed in whole or in part
pursuant  to a statutory  change,  order or  requirement  of a  governmental  or
judicial authority of competent jurisdiction, then following such detariffing:

(i) the terms and conditions  for the Services  Provided will remain the same as
those in this Contract  Tariff,  except that the relevant  terms and  conditions
contained in the Applicable AT&T Tariffs will remain the same as those in effect
as of the date AT&T detariffs in whole or in part those  Applicable  AT&T Tariff
provisions, and will be incorporated as part of this Contract Tariff, and

(ii) the rates for the Services Provided will be:

      (a) to the extent  Applicable  AT&T  Tariff  provisions  remain  filed and
      effective,   those  rates   specified  in  such   Applicable  AT&T  Tariff
      provisions, as amended from time to time; and

      (b) to the extent that this Contract  Tariff  contains  specific  rates or
      rate  schedules  that would apply in lieu of (or in addition to) the rates
      or rate  schedules in  Applicable  AT&T Tariffs,  such  specific  Contract
      Tariff rates and rate schedules; and

      (c) to the extent  Applicable AT&T Tariff  provisions are detariffed,  and
      (b) preceding does not apply, those rates specified in the applicable AT&T
      Price Lists, as amended from time to time.

In all cases (a, b or c), the  applicable  rates shall continue to be subject to
any discounts,  waivers,  credits,  and restrictions on rate changes that may be
contained in this Contract Tariff.  Where rates and rate changes (both increases
and decreases) would have been calculated by reference to a tariff rate that has
been detariffed,  rates and rate changes shall instead be calculated  during the
term of this Contract Tariff by reference to applicable AT&T Price Lists and (to
the extent  changes to tariff rates were permitted  under this Contract  Tariff)
AT&T shall have the right to change its Price Lists from time to time.

All references to the AT&T Tariffs in this Contract Tariff shall be construed to
mean the AT&T Tariffs  specified  herein,  as well as the  documents  which will
replace those tariffs,  including the AT&T Price Lists,  when AT&T cancels those
tariffs.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                     Original Page 4
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                            CONTRACT TARIFF NO. 10906

1.  Services Provided

 A.  AT&T Software Defined Network (SDN) Services (AT&T Tariff F.C.C. No. 1)

 B.  AT&T 800 Services (AT&T Tariff F.C.C. Nos. 2 and 14)

 C.  AT&T Private Line Services (AT&T Tariff F.C.C. No. 9)

The  International  AT&T Private Line  Services to Canada and Mexico  consist of
IOCs  and  associated   components  which  include  Office   Functions,   Office
Connections and Channel Options.

 D.  AT&T InterSpan Frame Relay Service (FRS)(AT&T Tariff F.C.C. No. 4)

 E.  AT&T International Satellite Service (AT&T Tariff F.C.C. No. 7)

 F.  AT&T Local Channel Services (AT&T Tariff F.C.C. No. 11)

 G.  AT&T Conference Services (AT&T Tariff F.C.C. No. 1)

The Customer  must identify  with each order for AT&T  Conference  Services that
such services are to be provided under this Contract Tariff.

2. Contract Term;  Renewal  Options - The term of this Contract Tariff (CT) is 5
years. No renewal option is available for this CT.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                     Original Page 5
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

3.  Minimum Commitments/Charges

 A. Minimum  Annual Revenue  Commitment - The Minimum Annual Revenue  Commitment
(MARC) for the AT&T Services provided under this CT is as follows:

CT TERM YEAR         MARC                 CT TERM YEAR        MARC
------------     ------------             ------------    -----------
     1           $40,000,000                   4          $18,738,000
     2           $10,100,000                   5          $18,738,000
     3           $16,100,000

The MARC will be satisfied by the "MARC-eligible charges" which are the total of
the following services provided under this CT:

(1) Gross Monthly  Usage  Charges  (GMUC) for the AT&T SDN and AT&T 800 Services
(including  undiscounted  recurring  charges  for  AT&T  SDN  Services  Optional
Features, AT&T 800 Services Optional Features and AT&T Advanced 800 Service),

(2) the undiscounted recurring charges incurred by the Customer for AT&T Private
Line Services consisting of the following Domestic services: ACCUNET Spectrum of
Digital Services (ASDS), ACCUNET T1.5 Service,  ACCUNET T32 Service, ACCUNET T45
Service,  ACCUNET  Fractional T45 Service,  DATAPHONE  Digital  Services  (DDS),
ACCUNET Primary Rate Interface (PRI)

(3) the  undiscounted  recurring  charges  incurred  by the  Customer  for  AT&T
International  Private Line Services  consisting of the  following:  Voice Grade
Private  Line  Service-Overseas   Half  Channels,   International  ACCUNET  T1.5
Service-Canada, International ACCUNET T1.5 Service-Mexico, International ACCUNET
T45   Service-Canada,   International   ACCUNET   2.048   Mbps   Service-Mexico,
International ASDS-Canada,  International ASDS-Mexico, International DDS-Canada,
International  DDS-Mexico,  International ACCUNET Digital Services-Half Channel,
International ACCUNET Digital Direct Link Service and International Full Channel
Service-Overseas,

(4) the undiscounted recurring charges for AT&T InterSpan Frame Relay Service,

(5) the  undiscounted  recurring  charges  for  AT&T  International  Satellite
Service  consisting  of: AT&T  International  Satellite  Shared Earth  Station
Service-Half  Channel,  AT&T  International  Satellite  Shared  Earth  Station
Direct Link Service,

(6)  the  undiscounted   recurring  charges  for  AT&T  Local  Channel  Services
consisting of: AT&T Voice Grade Local Channel Services,  AT&T Digital Data Local
Channel Services, AT&T ACCUNET Generic Digital Access Services, AT&T Terrestrial
1.544  Mbps Local  Channel  Services,  AT&T  Terrestrial  45 Mbps Local  Channel
Services, AT&T Fractional Terrestrial 45 Mbps Local Channel Services,

(7) the GMUCs for the AT&T  Conference  Services  consisting  of the  following:
Audio-Teleconference   Bridge-Dial-Out  Conference-Domestic  and  International,
Meet-Me Bridge  Arrangement  Options 2 and 3-Domestic  and  International,  AT&T
Event TeleConference  Service-Domestic and International  (including charges for
AT&T  Conference  Services  Optional  Features  as  agreed  to by  AT&T  and the
Customer); and

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  1st Revised Page 6
Bridgewater, NJ  08807                             Cancels Original Page 6
Issued:  Iiii                                             Effective:  Eeee

3.A.  Minimum Annual Revenue Commitment (continued)

(8) AT&T Wireless  Service (AWS) ordered under a separate  contract  between the
Customer  and AT&T through the  National  Account  Services  (NAS)  Program,  in
approved AWS Markets only, limited to the following: (a) Detail Billing Charges,
(b)  charges  for  additional  Cellular  Service  features  (excluding  enhanced
features),  (c) one-time charges for Service Activation,  conversion and charges
for changing rate plans,  (d) Monthly Access Charges,  (e) Home Airtime Charges,
(f) Roaming Airtime Charges (and roaming  surcharges)  incurred while roaming in
AWS Markets, (g) AT&T 10288 Cellular Long Distance calls associated with the NAS
program.

If, on any  anniversary of the TSD, the Customer has failed to satisfy the MARC,
the Customer will be billed a shortfall  charge in an amount equal to 50% of the
difference  between the MARC and the total of the actual  MARC-eligible  charges
incurred for that year.

4.  Contract  Price - AT&T  reserves the right to increase from time to time the
rates for the Services  Provided under this CT,  regardless of any provisions in
this CT that would otherwise  stabilize rates or limit rate increases,  relating
to charges  imposed on AT&T  stemming  from an order,  rule or regulation of the
Federal  Communications   Commission  or  a  court  of  competent  jurisdiction,
concerning:  (i)  payphone  use charges,  and (ii)  presubscribed  interexchange
carrier charges ("PICCs").  AT&T will make rate adjustments under this provision
as necessary.

 A. The Contract Price for the AT&T Services  provided under this CT is the same
as the undiscounted  Recurring and Nonrecurring  Rates and Charges  specified in
AT&T  Tariffs  listed in Section 1.,  preceding,  as amended  from time to time,
except for those Rates specified in Section 7., following.

5.  Discounts - The following  discounts are the only discounts for the Services
Provided under this Contract Tariff. No other discounts apply.

C
C

 A. AT&T SDN  Services/AT&T  800 Services - Beginning in month 14 following TSD,
the Customer will receive the following discounts,  each month, in lieu of those
provided by the OneNet Discount Option Plan.  These discounts will be applied in
the same manner as the OneNet  Discount  Option Plan as specified in AT&T Tariff
F.C.C. No. 1, as amended from time to time.

C
C

                                     Discount applied to
                                     Domestic SDN and

                                     Domestic &           Discount applied to
For Gross Monthly                    International 800    International SDN
Usage Charges of:                    Services Usage       Usage
----------------                     -----------------    -----
Between $0 and $999,999,999                 43.0%                38.0%
over $999,999,999                            0.0%                 0.0%


<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  3rd Revised Page 7
Bridgewater, NJ  08807                          Cancels 2nd Revised Page 7
Issued:  Iiii                                             Effective:  Eeee

5.  Discounts (continued)

 B.  AT&T Private Line and AT&T Local Channel Services

  1. The Customer will receive the following  discounts,  each month, in lieu of
the MultiService Volume Pricing Plan (MSVPP) discounts.  These discounts will be
applied in the same manner as the MSVPP  discounts  as  specified in AT&T Tariff
F.C.C. Nos. 9 and 11, as amended from time to time.

C

C
C

C

 .
 .
C

   Service  Components  Discount  Domestic ASDS 9.6/56/64 kbps 46% Domestic ASDS
   128 kbps and above 40% Domestic  DDS 63%  Domestic  ACCUNET T1.5 69% Domestic
   ACCUNET T32 50% Domestic ACCUNET T45 50% Domestic ACCUNET  Fractional T45 55%
   AT&T  VGLCs and AT&T  DDLCs at  speeds of 9.6 kbps & below 39% AT&T  DDLCs at
   speeds of 56/64 kbps 39% AT&T  ACCUNET  GDA at speeds of  9.6/56/64  kbps 39%
   AT&T  Terrestrial  1.544  Mbps  Local  Channel  Service  33%  (excluding  the
   components in Section 5.C., following)

D
 .
  2.

 .
D

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                     Original Page 8
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

5.  Discounts (continued)

 C. AT&T  Terrestrial  1.544 Mbps Local  Channel  Services - The  Customer  will
receive the following  discounts,  each month, on the Monthly  Recurring Charges
for AT&T  Terrestrial  1.544  Mbps  Local  Channels  and the  associated  Access
Coordination  Functions  included  in  this  Section  which  are in  lieu of the
discounts specified in Section 5.B., preceding.


  Service Components                                             Discount
  ------------------             -                               --------
  Access Value Arrangement (AVA) with the Universal  Terrestrial    50%
  1.544 Mbps Local  Channels  Access  Arrangement  AVA/UTA*  and
  associated Access Coordination Function

  24 Channel  Terrestrial  1.544 Mbps  Local  Channels  under an    20%
  Access Value Plan (AVP)** and associated  Access  Coordination
  Function


* An AVA with the  Universal  T1 Access  (AVA/UTA)  Arrangement  is available to
Customers that connect their AT&T  Terrestrial  1.544 Mbps Local Channel service
to an AT&T Switched  Service or  multiplexor  provided under this CT. An AVA/UTA
arrangement  under this CT allows AT&T to terminate the Customer's AT&T switched
network minutes on the AVA/UTA Arrangement. The Customer must make available for
AT&T use, at each AVA location, a minimum of an average of four DS0 channels for
each  Terrestrial  1.544 Mbps Local Channels in use at that  location.  The term
"AT&T switched network minutes" does not apply to nodal services using the local
channel service as an access facility for services  obtained at the AVA location
nor to any switched network minutes billed to the Customer's AVA location, other
than LDMTS minutes associated with collect or credit card calls.

** An AVP is available to Customers  that connect their AT&T  Terrestrial  1.544
Mbps Local Channel Service to an AT&T Switched  Service or multiplexor  provided
under this Contract Tariff.  An AVP allows the Customer the use of all of the 24
channels in an AT&T Terrestrial 1.544 Mbps Local Channel.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  2nd Revised Page 9
Bridgewater, NJ  08807                          Cancels 1st Revised Page 9
Issued:  Iiii                                             Effective:  Eeee

5.  Discounts (continued)

 D.  AT&T InterSpan Frame Relay Services

C

  1. The  Customer  will receive a discount of 50%,  each month,  in lieu of the
FRVPP discounts. This discount will be applied to the sum of the Domestic Access
Port Monthly Charges,  and to the  FRVPP-Eligible FRS Charges in the same manner
as the FRVPP discounts as specified in AT&T Tariff F.C.C. No. 4, as amended from
time to time.  This discount does not apply to the Alaska PVC Charges  specified
in Section 7., following.

D
 .







 .
D

  2.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 10
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

5.  Discounts (continued)

 E.  AT&T International Satellite and International AT&T Private Line Services

  1. The  Customer  will  receive  the  following  discounts  each  month on the
undiscounted  recurring  charges for service  components for AT&T  International
Satellite  Service and  International  AT&T Private Line Services provided under
this CT.

    Service Components                                               Discount
    ------------------                                               --------
  International Voice Grade Private Line Service-Overseas Half        30%
  Channel
  International ACCUNET T1.5 Service-Canada                           50%
  International ACCUNET T1.5 Service-Mexico                           50%
  International ACCUNET T45 Service-Canada                            50%
  International ACCUNET 2.048 Mbps Service-Mexico                     50%
  International ASDS Canada-64 kbps and below                         30%
  International ASDS Canada-128 kbps and above                        40%
  International ASDS-Mexico-64 kbps and below                         30%
  International ASDS-Mexico-128 kbps and above                        40%
  International DDS-Canada                                            40%
  International DDS-Mexico                                            40%
  International ACCUNET Digital Services-Half Channel                 40%
  International ACCUNET Digital Direct Link Service                   40%
  International Satellite Shared Earth Station Service-Half           40%
  Channel
  International Satellite Shared Earth Station Direct Link Service    40%

  2. The Customer will receive a 40% discount, each month, on AT&T International
Full Channel Service-Overseas which are in lieu of any other discounts.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 11
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

5.E.  AT&T   International  Satellite  and  International  AT&T  Private  Line
Services (continued)

  3. The Customer  will also receive the  following  discounts in any month that
the  Customer's  total  undiscounted   charges  for  the  "MARC-eligible"   AT&T
International  Private Line and AT&T  International  Satellite Services and AT&T
International  Full Channel  Service-Overseas,  AT&T Tariff F.C.C.  Nos. 7 and 9
service  components  provided  under this CT exceed  $200,000.  This  additional
discount will be determined based on the total monthly  undiscounted  charges as
specified  below and will be  applied to the entire  eligible  charges  for that
month  as  shown in the  following  example:  If the  Customer's  total  monthly
undiscounted  charges for the  "MARC-eligible"  AT&T International  Private Line
Services and AT&T  International  Satellite Service and AT&T  International Full
Channel-Overseas  are  $300,000,  and the discount to be applied is 3%, then the
Customer will receive a discount amount of $9,000 ($300,000 x .03 = $9,000). The
amount of such additional  discount,  if any, will be applied as a credit to the
Customer's bill for the "MARC-eligible" AT&T International Private Line and AT&T
International   Satellite   Services   and  AT&T   International   Full  Channel
Service-Overseas provided under this Contract Tariff.

Total Monthly Charges                             Discount

$0 up to $200,000                                     0%
over $200,000 up to $300,000                          3%
over $300,000 up to $400,000                          5%
over $400,000 up to $500,000                         10%
over $500,000                                         0%

 F.  AT&T  Conference  Services  -  The  Customer  will  receive  the  following
discounts,  each  month,  in lieu of those  discounts  specified  in AT&T Tariff
F.C.C. No. 1 for AT&T  Audio-Teleconference  Bridge Services  (excluding charges
associated  with AT&T Event  Teleconference  Services).  The Gross Monthly Usage
Charges  referenced  below are the sum of the total  domestic and  international
GMUCs for  Audio-Teleconference  Bridge  Services  provided  under  this CT. The
applicable  discount  will be applied to the entire  domestic and  international
eligible charges for that month.

        If Gross Monthly

        Usage Charges are:                             Discount:
        -----------------                              --------

      Between $0 up to $60,000                             0%
      over $60,000                                         3%



<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 12
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

6.  Classifications, Practices and Regulations

 A.  Except as  otherwise  provided in this CT, the rates and  regulations  that
apply to the Services Provided  specified in Section 1.,  preceding,  are as set
forth  in the  Applicable  AT&T  Tariffs  that are  referenced  in  Section  1.,
preceding, as such tariffs are amended from time to time.

 B.  Monitoring  Conditions - The Customer  must satisfy the  following  Service
Requirements  which  will be  monitored  on each  anniversary  of the  TSD.  The
Monitoring Period is the 12 months immediately preceding each anniversary of the
TSD.

  1.  The   Customer   must   not   exceed   1,000   Customer   Premises   which
generate/terminate  calling  from the AT&T  SDN and AT&T 800  Services  provided
under this CT using switched access.

  2. At least 90% of the Customer's total annual minutes of use for the AT&T SDN
and AT&T 800  Services  provided  under this CT must be AT&T SDN  minutes of use
billed  under Rate  Schedules  B, C and/or D and/or AT&T  MEGACOM  800  Services
minutes of use.

If the Customer,  during the Monitoring Period, has failed to satisfy any of the
Service  Requirements  specified  above,  the Customer  will be billed an amount
equal to 10% of the MARC.  Any such bill must be paid by the Customer  within 30
days.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 13
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

6.  Classifications, Practices and Regulations (continued)

 C.  Promotions, Credits and Waivers

The following credits and waivers will be applied to the Customer's bill subject
to the  following  limitations:  (1) all credits  and waivers  apply only to the
Services  Provided  under  this CT and as  specified  below;  (2) any waiver not
applied by the end of the CT will be declared  null and void;  (3)  installation
and  monthly  charge  waivers  apply  only  to new  service  components  (unless
otherwise  specified below) and do not apply to service components  disconnected
and  reconnected  after the CISD;  (4) the  service  components  must  remain in
service for a minimum period of 12 months (unless  otherwise  specified  below);
and (5) the credits/waivers under this section do not apply to Bandwidth Manager
Service  (BMS/BMS-E),  Access  Protection  Service (APC) and Network  Protection
Service (NPC).  If any of the installed  services  components  are  disconnected
prior to the end of the minimum  retention  period,  AT&T will bill the Customer
for the amount of the charges  that had been waived  under this section for each
service  component  disconnected.  Any such  bill  must be paid by the  Customer
within 30 days.

The following  charges,  as specified in the AT&T Tariffs  listed in Section 1.,
preceding, as amended from time to time, are waived.

  1.  Nonrecurring Charges

   (a) The SDN Service  Establishment  Charge, not to exceed $10,000 over the CT
Term.

   (b) The  Service  Establishment  Charges for new AT&T  MEGACOM  800  Services
Routing Arrangements.

   (c)  The  Installation  Charge for  Primary  Rate  Interface  (PRI)  Office
Functions.
   (d)  Network  Remote Access (NRA) Options:  The  nonrecurring  Installation
        ------------------------------------
Charges for NRA I, II, and IV.
   (e) The Installation Charges for ASDS, ACCUNET T1.5, ACCUNET T32, ACCUNET T45
and ACCUNET  Fractional  T45  Services  MSVPP-eligible  service  components  and
associated Function Connections.

   (f)  The  Installation   Charges  on  service  components  for  International
ASDS-Canada,    International    ASDS-Mexico,    International    ACCUNET   T1.5
Service-Canada, International ACCUNET T1.5 Service-Mexico, International ACCUNET
T45 Service-Canada and International 2.048 Service-Mexico.

   (g) ACCUNET T1.5 Service Access Connections  associated with the AT&T SDN and
AT&T 800 Services provided under this Contract Tariff.

   (h)  The   Installation  Charges  for  FRVPP-Eligible  FRS  Components  and
Domestic Access Ports.
   (i) The Installation  Charges for AT&T Local Channel Services  MSVPP-eligible
service  components  (excluding  AT&T  Terrestrial  1.544  Mbps  Local  Channels
subscribed  to under an Access Value  Arrangement  (AVA) or an Access Value Plan
(AVP)), but including those local channels and Access Coordination  Functions as
specified in Section 5.C., preceding.

   (j) AT&T will waive the Set-up Charge for each called station  established on
the conference with the assistance of an operator.

   (k)  AT&T  will  waive  the  nonrecurring  Charge  for  each  Meet-Me  Bridge
arrangement.


<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 14
Bridgewater, NJ  08807                         Cancels 1st Revised Page 14
Issued:  Iiii                                             Effective:  Eeee

6.C.  Promotions, Credits and Waivers (continued)

  2.  Recurring Charges

   (a)  50% of the PRI Office Function recurring Monthly Charge.
   (b)  The   recurring   Monthly   Charges  for  each   ACCUNET  T1.5  Access
Connection,   M-24  Multiplexing  Office  Functions  and  ASDS  and  DDS  Access
Connections  as specified in AT&T Tariff  F.C.C.  No. 9, as amended from time to
time, and Access  Coordination  Functions as specified in AT&T Tariff F.C.C. No.
11, as amended from time to time,  associated with AT&T  Terrestrial  1.544 Mbps
Local  Channel  Services,  64 kbps and below  ACCUNET  GDA and Voice Grade Local
Channel  Services and 64 kbps and below DDLC  Services  provided  under this CT,
provided  such service  components  are  associated  directly  with the Services
provided under this CT. There is no minimum  retention  period  associated  with
this waiver.

   (c) The recurring Monthly Charges for each  MSVPP-eligible  service component
for DDS Subrate Data Multiplexors and ASDS Subrate Data Multiplexors  (excluding
Access Connections to AT&T Switched Services) as specified in AT&T Tariff F.C.C.
No. 9, as amended from time to time.

   (d) The  recurring  Monthly  Charges for each  Analog and Digital  Multipoint
Charge,  as specified in AT&T Tariff F.C.C. No. 9, as amended from time to time,
for each  Customer  Premise  on a local  channel  service  for which the  Access
Coordination Function (ACF) is provided by AT&T.

  3.  Recurring, Nonrecurring and Usage Charges

   (a) Under the Term Plan Feature  Package:  The $50.00 per 800 number  Monthly
Charge is waived.  The maximum total charge to be paid by the Customer over this
CT Term, for the $25.00 nonrecurring  Installation Charge, for each installation
or change per 800  number,  is $1,000 per Billing  Account.  There is no minimum
retention period associated with this waiver.

   (b) Split Access Flexible Egress Routing (SAFER): For AT&T SDN Services,  the
per  primary SDN  central  office  Special  Access  Line  Grouping  nonrecurring
Installation Charge is waived for no more than 25 Special Access Line Groupings,
and the recurring  Monthly  Charge per AT&T  Terrestrial  1.544 Local Channel or
equivalent  at the  primary  SDN  central  office is waived for the first 6 full
billing months.  For AT&T MEGACOM 800 Services,  the  nonrecurring  Installation
Charge per 800 Number per  Customer  Location  is waived for no more than 25 800
numbers.

  4.  Credits

   (a) AT&T will  apply a credit of $89,400  to the  Customer's  bill in the 3rd
full billing month following the TSD. If the Customer  discontinues  this CT for
any  reason  prior to the  expiration  of the CT Term and  incurs a  Termination
Charge as specified in Section 6.D., following,  AT&T will bill the Customer, at
the time of discontinuance,  the entire amount of the credit received.  Any such
bill must be paid by the Customer within 30 days.

D
D

   (b)


<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 15
Bridgewater, NJ  08807                         Cancels 1st Revised Page 15
Issued:  Iiii                                             Effective:  Eeee

6.C.4.  Credits (continued)

   (c) AT&T will  apply a credit of  $134,100  in the 15th  full  billing  month
following  the TSD and a credit  of  $223,500  in the  27th,  39th and 51st full
billing  months  following the TSD provided that: (i) the Customer is current in
all  payments  to AT&T and  (ii) the  Customer  has  satisfied  the MARC for the
previous year. If the Customer  discontinues this CT for any reason prior to the
expiration  of the CT Term and  incurs a  Termination  Charge  as  specified  in
Section  6.D.3.,  following,  AT&T  will  bill  the  Customer,  at the  time  of
discontinuance, the entire amount of the credits received. Any such bill must be
paid by the Customer within 30 days.

C

C

   (d)  During  the first 15 months  following  the CISD for AT&T  Private  Line
Services, AT&T will apply a quarterly credit to the Customer's AT&T Private Line
Services  bill equal to $33.84 per DS0 access line in service each month for the
preceding  three  months in which the credit is to be applied,  provided the DS0
access line is  associated  with the AT&T  Digital Data Local  Channel  Services
(DDLC) and AT&T ACCUNET  Generic  Digital  Access  Service (GDA) at speeds of 56
kbps and below provided under this Contract Tariff. The credit(s),  if any, will
be applied in the 4th, 7th,  10th,  13th and 16th months  following the CISD for
the AT&T Private Line Services provided under this CT.

D
D

   (e)

D
 .



 .
D

   (f)

C

C
C

   (g) AT&T will apply a credit,  not to exceed a total of  $20,000  for each of
Years 2  through  5 of the CT Term,  equal to the  charges  associated  with the
Recurring  and  Nonrecurring  Charges of any new AT&T  Services  not  previously
subscribed to by the Customer  during the CT Term which are provided  under this
Contract Tariff.  The credit, if any, will be applied in the 25th, 36th and 48th
full billing months following the TSD.

 D.  Discontinuance - In lieu of any  Discontinuance  With or Without  Liability
provisions  that are  specified  in the AT&T tariffs  referenced  in Section 1.,
preceding, the following provisions shall apply.

  1.  The  Customer  may  discontinue  this CT  prior to the end of the CT Term,
provided the Customer  replaces this CT with other AT&T Services or another AT&T
CT for AT&T Tariffed  Interstate  Services  having:  (i) an equal or greater new
annualized  MARC for the  "MARC-eligible  Services"  specified  in  Section  3.,
preceding,  and (ii) a new term equal to or greater than the remaining term, but
not less than 3 years. The Customer will also be billed a Shortfall Charge equal
to:  the  difference  between  (1) the  prorated  MARC for the year in which the
Customer  discontinues  and (2) the total of the  actual  MARC-eligible  charges
incurred  for that year,  provided  the amount in (2) is less than the amount in
(1).

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 3rd Revised Page 16
Bridgewater, NJ  08807                         Cancels 2nd Revised Page 16
Issued:  Iiii                                             Effective:  Eeee

6.D.  Discontinuance (continued)

  2. The Customer may  discontinue  this CT in the 50th month following the TSD,
provided  that  the  Customer  has:  (i)  satisfied  at  least   $86,400,000  in
"MARC-eligible"  charges at the time of discontinuance and (ii) notifies AT&T in
writing, no less than 30 days prior to the effective date of discontinuance.  If
the Customer elects to discontinue this CT under this option,  the Customer will
not be responsible for repayment of any credits received or waived  nonrecurring
Installation  Charges and waived  recurring  Monthly  Charges,  as  specified in
Section 6.C., preceding.

C

  3. If the Customer discontinues this CT for any reason other than specified in
Section  6.D.1.  or 6.D.2.,  above,  prior to the  expiration  of the CT Term, a
Termination Charge will apply. The Termination Charge will be an amount equal to
35% of the unsatisfied MARC for the year in which the Customer discontinues this
CT and 35% of the MARC for each  year  remaining  in the CT Term.  However,  the
Customer  will also be billed an amount as specified in Sections  6.C.4.(a)  and
(c), preceding.

 E. Other  Requirements - AT&T will provision up to twenty (20) Access Ports per
month (at speeds of 64 kbps and below) within twenty-two (22) calendar days.

AT&T  will  provision  95%  of  the  remaining   Access  Ports  (not  to  exceed
thirty-seven  (37) Access Ports per month)  within  twenty-seven  (27)  calendar
days.

AT&T will provision  Access Ports in excess of those  specified above within the
standard interval of thirty (30) calendar days.

The  Customer  will  designate  each  Access Port to be  provisioned  within the
twenty-two  (22)  calendar day  interval,  the  twenty-seven  (27)  calendar day
interval of the standard thirty (30) calendar day interval.

C

 F.  Availability - This Contract Tariff is available only to Customers who: (1)
concurrently order this CT only once, either by the Customer or any Affiliate of
the Customer, which is any entity that owns a controlling interest in either the
Customer or an Affiliate of the  Customer,  or any entity in which a controlling
interest is owned by either the Customer or an Affiliate of the Customer and (2)
ordered service in a previous  availability  period or who orders service within
30 days after (TED####) for initial  installation of the Services Provided under
this CT within 30 days after the date ordered.

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 17
Bridgewater, NJ  08807                         Cancels 1st Revised Page 17
Issued:  Iiii                                             Effective:  Eeee

7.  Rates

C
C

 A. SDN Rate  Schedules - The rates  listed below apply for all Mileages & Bands
and for all rate periods and are stabilized for the duration of the CT Term.

R
R
R
R
N
R
R
N
N
N

                                 Initial        Each Additional

Rates Schedules                  18 Seconds or  6  Seconds  or
                                 Fraction       Fraction

 A, A-PV                         $0.0420        $0.0140
 B(a), B-PV(a), B(b), B-PV(b)    $0.0240        $0.0079
 C(a), C(b), C-PV                $0.0160        $0.0053
 E                               $0.0303        $0.0101
 G1                              $0.1062        $0.0354
 H1                              $0.0390        $0.0130
 H2                              $0.0540        $0.0180
 K                               $0.0363        $0.0121
 L                               $0.1272        $0.0424
 P                               $0.2424        $0.0808

D
 .

 .
D

C
C

 B. AT&T 800  Service  Rate  Schedules  - The rates  listed  below apply for all
Service  Areas and for all rate periods and are  stabilized  for the duration of
the Contract Tariff Term.

R
R

                                           Per Hour of Use

AT&T MEGACOM 800 Service-Domestic          $ 4.74
AT&T 800 READYLINE Service-Domestic        $ 8.42

D
 .


 .
D

<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 18
Bridgewater, NJ  08807                            Cancels Original Page 18
Issued:  Iiii                                             Effective:  Eeee

7.  Rates (continued)

  C. AT&T  MEGACOM  800  Service-Canada  - The  following  rates for  Canada are
stabilized for the CT Term.

                                         RATES

         ---------------------------------------------------------------
               DAY RATE            EVENING RATE            NIGHT RATE
               Mon-Fri           Mon-Fri /Sat-Sun           Mon-Sun
               8AM-6PM          6PM-12Mid/8AM-12Mid        12Mid-8AM
         ---------------------------------------------------------------
         Initial   Each Add'l  Initial   Each Add'l  Initial  Each Add'l
Rate     30 Secs    1 Sec      30 Secs   1 Sec      30 Secs    1 Sec
----
Step     or Frac't or Frac't  or Frac't  or Frac't  or Frac't  or Frac't
----     --------- ---------  ---------  ---------  ---------  ---------

R

1-6         $0.1228   $0.0041    $0.1228  $0.0041    $0.1228     $0.0041

N
 .



 .
N

  C1. Usage Rates for AT&T MEGACOM 800  Services-Overseas  - The following rates
are stabilized for the duration of the CT Term.

                        MEGACOM 800 Service

Country/Area          Initial 30  E/A 1 Second
                        Seconds

United Kingdom          $0.1830     $0.0061

  D. AT&T 800  READYLINE  Service-Canada  - The  following  rates for Canada are
stabilized for the CT Term.

                                         RATES

         ---------------------------------------------------------------
               DAY RATE            EVENING RATE            NIGHT RATE
               Mon-Fri           Mon-Fri /Sat-Sun           Mon-Sun
               8AM-6PM          6PM-12Mid/8AM-12Mid        12Mid-8AM
         ---------------------------------------------------------------
         Initial   Each Add'l  Initial   Each Add'l  Initial  Each Add'l
Rate     30 Secs    1 Sec      30 Secs   1 Sec      30 Secs    1 Sec
----
Step     or Frac't or Frac't  or Frac't  or Frac't  or Frac't  or Frac't
----     --------- ---------  ---------  ---------  ---------  ---------

R

1-6         $0.1491  $0.0049     $0.1491   $0.0049      $0.1491   $0.0049



<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 19
Bridgewater, NJ  08807                            Cancels Original Page 19
Issued:  Iiii                                             Effective:  Eeee

7.  Rates (continued)

 E. International  Calling Capability - Following are the AT&T SDN International
Calling  Capability Usage Rates to the Countries listed below,  applicable under
this CT. These rates are stabilized for the CT Term.

  1. U.S. Mainland Usage Rates - The following  schedules are used to rate calls
between stations in the U.S. Mainland and stations in the country/area specified
below. Rates apply for all days of the week including holidays. Unless otherwise
specified,  the Initial Period (IP) is 18 seconds, or fraction thereof,  and the
Additional Period (AP) is 6 seconds, or fraction thereof.

   (i) Canada Rate Schedule - This schedule  applies to Customer Dialed calls to
stations in Canada using dedicated access.

                                                       RATES

                -------------------------              -----
                          PEAK                          OFF-PEAK
                                          8AM-6PM 6PM-8AM

C

                    Initial       Each Add'l       Initial       Each Add'l
                   18 Seconds     6 Seconds      18 Seconds      6 Seconds
  Rate Mileage    or Fraction    or Fraction     or Fraction    or Fraction
  ------------    -----------    -----------     -----------    -----------
     1-4000         $0.0363        $0.0121         $0.0363        $0.0121




<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 20
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

7.  Rates (continued)

   (ii) Mexico Rate Schedules - These  schedules  apply to Customer Dialed calls
to stations in Mexico using dedicated access.

    (I.)  Mexico  Schedule  1 Rates - The  following  rates are for calls to the
point of connection at the international boundary.

                                                       RATES

                -------------------------              -----
                                        PEAK OFF-PEAK
                                          7AM-7PM 7PM-7AM
                ---------                 ---------------
                    Initial       Each Add'l       Initial       Each Add'l
                   18 Seconds     6 Seconds      18 Seconds      6 Seconds
  Rate Mileage    or Fraction    or Fraction     or Fraction    or Fraction
  ------------    -----------    -----------     -----------    -----------
      1-10          $0.0000        $0.0000         $0.0000        $0.0000
     11-22          $0.0000        $0.0000         $0.0000        $0.0000
     23-55          $0.0000        $0.0000         $0.0000        $0.0000
     56-124         $0.0000        $0.0000         $0.0000        $0.0000
    125-292         $0.0000        $0.0000         $0.0000        $0.0000
    293-430         $0.0000        $0.0000         $0.0000        $0.0000
    431-925         $0.0000        $0.0000         $0.0000        $0.0000
    926-3000        $0.0000        $0.0000         $0.0000        $0.0000


<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 21
Bridgewater, NJ  08807                            Cancels Original Page 21
Issued:  Iiii                                             Effective:  Eeee

7.E.1.(c)I.(ii)  Mexico Rate Schedules (continued)

      (II.) Mexico  Schedule 2 Rates - The following rates apply to the Customer
Dialed Stations (DS) calls (as defined in Section  24.1.2.B.2.(a) of AT&T Tariff
F.C.C. No. 27) between the point of connection at the international boundary and
the locations in Mexico.  The Initial Period is 1 minute,  or fraction  thereof,
and the Additional Period is 1 minute, or fraction thereof.

C
 .




 .
C

                                                       RATES

                   -----------------------             -----
  RATE   CLASS OF                     PEAK RATE OFF-PEAK RATE
 TABLE    SERVICE                          IP AP IP AP
 -----    -------  ------                  -----------
   1        DS     $0.25          $0.17          $0.25         $0.17
   2        DS     $0.25          $0.17          $0.25         $0.17
   3        DS     $0.25          $0.17          $0.25         $0.17
   4        DS     $0.55          $0.39          $0.55         $0.39
   5        DS     $0.55          $0.39          $0.55         $0.39
   6        DS     $0.55          $0.39          $0.55         $0.39
   7        DS     $0.68          $0.50          $0.68         $0.50
   8        DS     $0.68          $0.50          $0.68         $0.50

   (iii)  Other  Countries  Rates - Dial  Stations using dedicated access. The
Peak  and  Off-Peak  time  periods  for  the  countries  listed  below  are as
specified in AT&T Tariff F.C.C. No. 1.



N
 .

                                    Initial Period       Add'l Period

Country                             Peak    Off-Peak    Peak    Off-Peak
-------                           --------  --------  --------  --------
Belgium                          $.1734    $.1734      $.0578    $.0578
Brazil                           $.2112    $.2112      $.0704    $.0704
China, People's
Republic of                      $.4323    $.4323      $.1441    $.1441
Denmark                          $.1605    $.1605      $.0535    $.0535
Finland                          $.1779    $.1779      $.0593    $.0593
France                           $.1026    $.1026      $.0342    $.0342
Germany, Federal
Republic of                      $.1071    $.1071      $.0357    $.0357
Hong Kong                        $.1974    $.1974      $.0658    $.0658
Italy                            $.1992    $.1992      $.0664    $.0664
Norway (including
Svalbard)                        $.1026    $.1026      $.0342    $.0342
Philippines                      $.2637    $.2637      $.0879    $.0879
Portugal (including
Azores and Madeira Islands)      $.2226    $.2226      $.0742    $.0742
Singapore, Republic of           $.1647    $.1647      $.0549    $.0549
Spain (including Balearic
Islands, Canary Islands,
Ceuta and Melilla)               $.2154    $.2154      $.0718    $.0718
Sweden                           $.0969    $.0969      $.0323    $.0323
 .
N

R
N

Switzerland                      $.1113    $.1113      $.0371    $.0371
Taiwan                           $.2034    $.2034      $.0678    $.0678
United Kingdom (including
the Channel Islands, England,
Isle of Man, Northern Ireland,
Scotland and Wales)              $.0363    $.0363      $.0121    $.0121
Venezuela                        $.2100    $.2100      $.0700    $.0700




<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 22
Bridgewater, NJ  08807                            Cancels Original Page 22
Issued:  Iiii                                             Effective:  Eeee

7.E.1.(c)I.(iii)  Other Countries Rates (continued)

   (iv) Canada Rate Schedule - This schedule applies to Customer Dialed calls to
stations in Canada using switched access.

                                                       RATES

                -------------------------              -----
                          PEAK                          OFF-PEAK
                                          8AM-6PM 6PM-8AM

I

                    Initial       Each Add'l       Initial       Each Add'l
                   18 Seconds     6 Seconds      18 Seconds      6 Seconds
  Rate Mileage    or Fraction    or Fraction     or Fraction    or Fraction
  ------------    -----------    -----------     -----------    -----------
     1-4000         $0.0555        $0.0185         $0.0555        $0.0185

   (v) Mexico Rate Schedules - These schedules apply to Customer Dialed calls to
stations in Mexico using switched access.

    (I.)  Mexico  Schedule  1 Rates - The  following  rates are for calls to the
point of connection at the international boundary.

                                                       RATES

                -------------------------              -----
                                         PEAK OFF-PEAK
                                          7AM-7PM 7PM-7AM
                ---------                 ---------------
                    Initial       Each Add'l       Initial       Each Add'l
                   18 Seconds     6 Seconds      18 Seconds      6 Seconds
  Rate Mileage    or Fraction    or Fraction     or Fraction    or Fraction
  ------------    -----------    -----------     -----------    -----------
      1-10          $0.0000        $0.0000         $0.0000        $0.0000
     11-22          $0.0000        $0.0000         $0.0000        $0.0000
     23-55          $0.0000        $0.0000         $0.0000        $0.0000
     56-124         $0.0000        $0.0000         $0.0000        $0.0000
    125-292         $0.0000        $0.0000         $0.0000        $0.0000
    293-430         $0.0000        $0.0000         $0.0000        $0.0000
    431-925         $0.0000        $0.0000         $0.0000        $0.0000
    926-3000        $0.0000        $0.0000         $0.0000        $0.0000


<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 23
Bridgewater, NJ  08807                            Cancels Original Page 23
Issued:  Iiii                                             Effective:  Eeee

7.E.1.(c)I.(v)  Mexico Rate Schedules (continued)

    (II.) Mexico  Schedule 2 Rates - The  following  rates apply to the Customer
Dialed Stations (DS) calls (as defined in Section  24.1.2.B.2.(a) of AT&T Tariff
F.C.C. No. 27) between the point of connection at the international boundary and
the locations in Mexico.  The Initial Period is 1 minute,  or fraction  thereof,
and the Additional Period is 1 minute, or fraction thereof.

C
 .




 .
C

                                                       RATES

                   -----------------------             -----
  RATE   CLASS OF                     PEAK RATE OFF-PEAK RATE
 TABLE    SERVICE                          IP AP IP AP
 -----    -------  ------                  -----------
   1        DS     $0.25          $0.17          $0.25         $0.17
   2        DS     $0.25          $0.17          $0.25         $0.17
   3        DS     $0.25          $0.17          $0.25         $0.17
   4        DS     $0.55          $0.39          $0.55         $0.39
   5        DS     $0.55          $0.39          $0.55         $0.39
   6        DS     $0.55          $0.39          $0.55         $0.39
   7        DS     $0.68          $0.50          $0.68         $0.50
   8        DS     $0.68          $0.50          $0.68         $0.50

   (vi)  Other  Countries  Rates - Dial  Stations using switched  access.  The
Peak  and  Off-Peak  time  periods  for  the  countries  listed  below  are as
specified in AT&T Tariff F.C.C. No. 1.



N
 .

                                    Initial Period        Add'l Period

Country                               Peak Off-Peak       Peak Off-Peak
-------                           --  -------------   --  -------------
Belgium                          $.1830    $.1830      $.0610    $.0610
Brazil                           $.2205    $.2205      $.0735    $.0735
China, People's
Republic of                      $.4413    $.4413      $.1471    $.1471
Denmark                          $.1701    $.1701      $.0567    $.0567
Finland                          $.1854    $.1854      $.0618    $.0618
France                           $.1122    $.1122      $.0374    $.0374
Germany, Federal
Republic of                      $.1164    $.1164      $.0388    $.0388
Hong Kong                        $.2103    $.2103      $.0701    $.0701
Italy                            $.1836    $.1836      $.0612    $.0612
Norway (including
Svalbard)                        $.1122    $.1122      $.0374    $.0374
Philippines                      $.2751    $.2751      $.0917    $.0917
Portugal (including
Azores and Madeira Islands)      $.2322    $.2322      $.0774    $.0774
Singapore, Republic of           $.1776    $.1776      $.0592    $.0592
Spain (including Balearic
Islands, Canary Islands,
Ceuta and Melilla)               $.2250    $.2250      $.0750    $.0750
Sweden                           $.1056    $.1056      $.0352    $.0352
 .
N
R

N

Switzerland                      $.1209    $.1209      $.0403    $.0403
Taiwan                           $.2163    $.2163      $.0721    $.0721
United Kingdom (including the     $.0555    $.0555      $.0185    $.0185
Channel Islands, England, Isle
of Man, Northern Ireland,
Scotland and Wales)
Venezuela                        $.2250    $.2250      $.0750    $.0750



<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 24
Bridgewater, NJ  08807
Issued:  January 8, 1999                       Effective:  January 9, 1999

                  ** All material on this page is new. **

7.  Rates (continued)

 H.  AT&T  InterSpan  Frame Relay  Service - Following  are the AT&T InterSpan
Frame Relay  Service  rates that apply in lieu of the rates  specified in AT&T
Tariff F.C.C. No. 4.  The below rates are stabilized for the CT Term.

    I.                      Port Charges Table

                                                    Additional
                                     Additional     Puerto  Rico/US

        Domestic                     Hawaii         Virgin Islands
Port    Port          Global Port    Port           Port            Port
Speed   Monthly       Monthly Charge Monthly Charge Monthly         Installation
                              ------         ------
kbps    Charge                                      Charge          Charge

56/64   $  295.00      $1,395.00     $ 1,000.00     $ 1,000.00      $  800.00
1544    $2,690.00      $8,035.00     $20,000.00     $14,645.00      $1,000.00

    II. FRS Domestic Access Port Charges - When the service components specified
below are ordered together as a unit at the same location,  the Customer will be
billed the following in lieu of the individual service component charges:

   (b)  Domestic  Access Port (a Domestic  Access Port  consists of one Domestic
Port,  one  Access  Connection,  one  Digital  Local  Channel,  and  one  Access
Coordination Function).

                              Domestic Access Port     Domestic Access Port

       Domestic Access Port      Monthly Charge        Installation Charge
       --------------------   --------------------     --------------------
            56/64 kbps               $424.16                $800.00


<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 24.1
Bridgewater, NJ  08807
Issued:  May 21, 1999                             Effective:  May 22, 1999

                  ** All material on this page is new. **

7.H.  AT&T InterSpan Frame Relay Service Rates (continued)

   III.  AT&T  International  End-to-End  (E2E) Frame Relay  Service (FRS) - The
charges for E2E FRS  consist of  Non-Recurring  Charges and Monthly  Charges for
Domestic Ports, Global Ports, Non-US Ports and E2E PVCs. An E2E FRS network must
contain at least one PVC  connecting  to a Domestic Port or a Global Port in the
US.

   A.  Non-US  Port - A Non-US  Port is  required  to connect to an E2E PVC in
the  international  locations  specified in Section  14.12.1.,  of AT&T Tariff
F.C.C. No. 4 as amended from time to time.

    1. Non-US Port Type I - Non-US Port Type I Ports are required to connect E2E
PVCs between  international  locations.  The following Monthly Recurring Charges
for Non-US Ports Type I will apply during the CT Term.

     (a)  Non-US Port Type I Recurring Charges Table:  Region 4


      Port          Monthly

      Speed        Charges:

      kbps         Region 4
      ----         --------
    56/64        $  323.00
      128        $  538.00
      192        $  856.00
      256        $1,232.00
      384        $1,744.00
      512        $2,156.00
      768        $2,876.00
     1024        $3,424.00
     1536        $4,382.00
     1920        $5,478.00
     1984        $5,478.00
     2048        $5,478.00





<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 24.2
Bridgewater, NJ  08807
Issued:  May 21, 1999                             Effective:  May 22, 1999

                  ** All material on this page is new. **

7.H.III.A.  Non-US Port (continued)

   2.  Non-US  Port Type II -  Provides  connection  capability  within a single
country.  The following  Monthly Recurring Charges for Non-US Ports Type II will
apply during the CT Term.

     (a)  Non-US Port Type II Recurring Charges Table:  Region A

      Port          Monthly

      Speed         Charges

      kbps         Region A
      ----         --------
    56/64        $  306.00
      128        $  465.00
      192             N/A
      256        $  709.00
      384             N/A
      512        $1,052.00
      768             N/A
     1024        $1,626.00
     1536        $1,993.00
     1920        $1,993.00
     1984        $1,993.00
     2048        $1,993.00

   3. E2E PVC - An E2E PVC is an  end-to-end,  full channel  logical  connection
between  the  US  and  an  international   location,  or  between  international
locations.  E2E PVCs  are  available  only in a  two-way  configuration.  An E2E
two-way PVC  provides  full two-way  connectivity.  E2E PVCs may be connected to
Domestic  Ports or Global Ports in the US and to Non-US  Ports in  international
locations.

    (a) E2E PVC Recurring Charges - The following Recurring Monthly Charges will
apply for each 1-Way  portion of a 2-way E2E PVC as specified  in the  following
E2E PVC Recurring Charges Tables during the CT Term.

               E2E PVC Recurring Charges Table: Bands 2, 17, B

     E2E       1-Way E2E    1-Way E2E    1-Way E2E
     PVC      PVC Monthly  PVC Monthly  PVC Monthly
     CIR        Charges:     Charges:     Charges:

    kbps         Band 2      Band 17       Band B
    ----         ------      -------       ------
     4        $   30.00    $   645.00   $    16.00
     8        $   48.00    $   846.00   $    22.00
    16        $   73.00    $ 1,097.00   $    34.00
    24        $   98.00    $ 1,398.00   $    42.00
    32        $  123.00    $ 1,640.00   $    50.00
    48        $  153.00    $ 2,090.00   $    58.00
 56/64        $  196.00    $ 2,370.00   $    66.50
    96        $  256.00    $ 3,183.00   $   101.00
   128        $  267.00    $ 3,586.00   $   117.00
   192        $  306.00    $ 5,039.00   $   175.00
   256        $  367.00    $ 6,004.00   $   234.00
   384        $  514.00    $ 8,907.00   $   351.00
   512        $  685.00    $11,822.00   $   467.00


<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 24.3
Bridgewater, NJ  08807
Issued:  May 21, 1999                             Effective:  May 22, 1999

                  ** All material on this page is new. **

7.H.  Rates (continued)

   IV. Alaska PVC - An Alaska PVC is a logical connection to an Alaska location.
An Alaska PVC is a two-way  half  channel PVC that  connects  to a two-way  half
channel PVC furnished by another Carrier or  administration in Alaska to provide
full  two-way  connectivity.  An Alaska  PVC can be  connected  to a Global or a
Domestic Port.

 A. Alaska PVC Installation  Charges - The following  Installation  Charges will
apply for the installation of each Alaska PVC during the CT Term.

                                  Installation

                                     Charge

                                     ------
                    per PVC          $0.00

 B. Recurring  Charges - The following  Recurring Monthly Charges will apply for
each Alaska PVC, during the CT Term.

                            Alaska PVC Charges Table

                            Alaska                              Alaska
              -
                            Two-Way                             Two-Way
                            Half Channel                        Half Channel
                            PVC                                 PVC
                            Monthly                             Monthly
  PVC CIR                   Charge       PVC CIRkbps            Charge
                            ------              ----            ------
  kbps

      4                        $36.30       448                   $543.40
      8                        $49.50       512                   $620.95
     16                        $90.20       576                   $697.95
     32                       $180.95       640                   $776.05
     48                       $270.05       704                   $853.60
  56/64                       $315.70       768                   $931.15
    128                       $346.50       832                 $1,008.70
    192                       $351.45       896                 $1,086.25
    256                       $360.80       960                 $1,164.35
    320                       $451.00      1024                 $1,241.90
    384                       $465.30



<PAGE>

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 25
Bridgewater, NJ  08807                         Cancels 1st Revised Page 25
Issued:  Iiii                                             Effective:  Eeee

7.  Rates (continued)

C

 I. AT&T  Private  Line  Services - The  following  AT&T Private Line rates will
apply during the CT Term, in lieu of those  specified in AT&T Tariff F.C.C.  No.
9, as amended from time to time.

  1.  ACCUNET Spectrum of Digital Services

   (a)  Inter Office Channel

                                                  MONTHLY CHARGES
                          Mileage                   PER CHANNEL
                                                -------------------
                           Band       USOC      Fixed     Per Mile
                          -------     ----      -----     ---------
 - per 9.6 kbps IOC         1+        1LNVX     $230.00     $0.29
 - per 56/64 kbps IOC       1+        1LNVX     $230.00     $0.29

  2.  AT&T ACCUNET T1.5 Service

   (a)  Inter Office Channel

                                                  MONTHLY CHARGES
                          Mileage                   PER CHANNEL
                                                -------------------
                           Band       USOC        Fixed     Per Mile
                          -------     ----        -----     ---------
 - per 1.5 Mbps IOC         1+        1LNVX     $3,500.00    $3.95

N
 .









 .
N

   (b) Office Functions - The following is stabilized for the duration of the CT
Term.

  (c)  Network Protection Capability (NPC)

                                     Monthly

                    USOC             Charge

 - per Protected    APZNP     0.50 x the non-discounted
   Channel                    Monthly AT&T Accunet T1.5 Service set
                              forth in  Section 7.I.2 (a)

 Exhibit 10.24(d)


                                AT&T PROPRIETARY

                                              AT & T MA Reference No.  0004

              AT & T Contract Tariff Service Order Attachment

                                   Cover Page

CUSTOMER Legal Name ("Customer", AT&T Corp. ("AT&T")       AT&T SALES
Contact Name
("You" or "Your")

Galileo International, L.L.C.    AT&T Corp.                Bill Sarge


CUSTOMER Address                 AT&T Address              AT&T Sales
Contact Address
5350 S Valentia Way              55 Corporate Drive        7979 E Tufts
Avenue, Ste 900
Greenwood Village                Bridgewater, New Jersey 08807    Denver
CO USA                                                     Colorado USA
80111                                                      80112


CUSTOMER Contact                 AT&T Contact              AT&T Sales
Contact Information
Name:  Ellen Thelen              Mater Agreement Support Team

Telephone: 303-265-8230
Title: Purchasing Manager        Email:        mast@att.com Fax:
                                               ------------
303-265-8238
Telephone:  303-397-5499         url:             http://ma.kweb.att.com/
                                                  -----------------------
Email:  wsarge@att.com
        --------------
Fax:                             Fax:           908-658-2562      Branch
Manager:  Jack Schiefer
Email:  ellen.thelen@den.galileo.com                        Sales Strata:
        ----------------------------
Global Sales Region:  Western


CUSTOMER Billing Address         Customer Account Information
5350 S Valentia Way              Master Customer Number (MCN):
Greenwood Village
CO                               Plan ID No.
80111

This Service Order Attachment (including its agenda, if any) is an Attachment to
the Master Agreement between Customer and AT&T dated December 28, 1998 and is an
integral part of that Agreement.

The domestic  interstate  services portion of the Contract Tariff ("CT") ordered
hereunder  has been  detariffed,  and the  contract  between the  parties  shall
consist  of  the  Master  Agreement  and  the  relevant  portions  of the CT and
referenced AT&T tariffs ("Applicable  Tariffs"), as those Applicable Tariffs may
be modified from time to time. In addition for such services, Section 9.2(iv) of
the Master Agreement shall read as follows:

"FOR  DAMAGES  OTHER  THAN  THOSE SET FORTH  ABOVE AND NOT  EXCLUDED  UNDER THIS
AGREEMENT OR ANY ATTACHMENT,  EACH PARTY'S  LIABILITY SHALL BE LIMITED TO PROVEN
DIRECT  DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE  AGGREGATE  DURING ANY TWELVE
(12) MONTH PERIOD) AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS  PAYABLE BY YOU FOR
THE  APPLICABLE  SERVICE  UNDER  THIS  ATTACHMENT  DURING  THE THREE (3)  MONTHS
PRECEDING THE MONTH IN WHICH THE DAMAGE OCCURRED. THIS SECTION 9.2(iv) SHALL NOT
LIMIT YOUR  RESPONSIBILITY  FOR THE PAYMENT OF ANY AND ALL  PROPERLY DUE CHARGES
UNDER THIS AGREEMENT."

The international services portion of the CT ordered hereunder is still required
to be tariffed as of the date this Attachment is signed,  and the tariff between
the parties shall consist of the relevant  portions of the CT and the Applicable
tariffs,  as those  Applicable  Tariffs  may be modified  from time to time.  In
addition,  the following  sections of the Master Agreement shall apply: 4, 5, 7,
9.5,  12.1 and  12.6.  In the  event  that a court or  administrative  agency of
competent  jurisdiction  determines  during  the  Term of the CT that any of the
tariffed services are not tariffable or must be detariffed, then the Detariffing
provision in the Applicable Tariffs shall apply.

The order of priority in the event of inconsistency among terms shall be the CT,
then the Master Agreement, and then the Applicable Tariffs.

Customer hereby places an order for:

[  ]  New AT&T Contract Tariff   [  ]  Existing AT&T Contract Tariff No.
XX  Refile of Existing AT&T Contract Tariff No. 10906
    (attachment required)               (attachment required)
(attachment required) - Amendment 4

Existing Pricing Plan Replacement/Discontinuance:

[ ] Check here and  identify  any AT&T CT or other AT&T  pricing plan being
discontinued  in  conjunction  with this  order.  Also  specify the CT No.,
Plan
  ID No. or Main Billed  Account No. (Note:  Charges may apply as specified
in the plan being discontinued.)
  CT No.                            Plan ID No.                   Main
Billed Account No.

   SIGNATURE  BELOW BY YOUR  AUTHORIZED  REPRESENTATIVE  IS YOUR  CONSENT TO THE
        TERMS AND CONDITIONS OF THIS SERVICE ORDER ATTACHMENT.

CUSTOMER:  Galileo International, L.L.C.                   AT&T CORP.

By:  /s/ Ron Thornhill                                By:  /s/ R. J.
Paliseno
(Authorized Signature)                                (Authorized
Signature)

Ron Thornhill                                         R.J. Paliseno
(Typed or Printed Name)                               (Typed or Printed
Name)

Sr. Vice President, Network Services                        District
Manager
(Title)                                               (Title)

August 9, 2000                                        8-11-00
(Date)                                                (Date)



                                                AT&T MA Reference No.  0004


    AT&T CONTRACT TARIFF SERVICE ORDER ATTACHMENT TERMS AND CONDITIONS

1. If during the term of this  Agreement  any of the services  AT&T  provides to
   CUSTOMER under this Agreement chronically fail to meet the service objectives
   set forth in the applicable AT&T Technical  Publications  because of failures
   in the AT&T network and CUSTOMER  notifies  AT&T of such  failure,  AT&T will
   pursue all  reasonable  efforts to  expeditiously  correct  the  failure.  In
   addition  AT&T will have in place a plan to escalate  the  reporting  of such
   service  problems to AT&T's senior  management.  If AT&T fails to remedy such
   service  problem  in a  reasonable  amount  of time and  CUSTOMER  thereafter
   disconnects  the  services  experiencing  the  problem,  as a result of which
   CUSTOMER will be unable to meet its commitments  under the CT, AT&T agrees to
   negotiate  in good  faith  with  CUSTOMER  to  develop a  mutually  agreeable
   resolution.  It is agreed,  however,  that  CUSTOMER  must give AT&T  written
   notice of its intent to invoke this  Section at least ninety (90) days before
   end of the monitoring  period during which the service problem  occurred.  If
   the parties reach mutual  agreement on an alternative,  AT&T will prepare and
   file  any  necessary   tariff  revisions  and/or  the  parties  will  sign  a
   contractual   amendment  to  implement  any  mutually  agreeable  alternative
   proposal,  subject  to all  applicable  legal  and  regulatory  requirements.
   Notwithstanding  anything contained herein to the contrary, in the event such
   chronic  network outage results in the Customer's  inability to meet the MARC
   for current  year of the CT Term,  Customer  may elect to reduce the MARC for
   the  remainder  of the CT Term by the  undiscounted  amount  of the  affected
   contributing service which experienced the chronic outage. Customer must give
   AT&T thirty days written notice of its intent to reduce the MARC.

2. AT&T will provide a written  report  quarterly  and review with  CUSTOMER the
   status of CUSTOMER's revenue, volume and monitoring condition commitments and
   requirements,  taken as a whole, for periods that have previously been billed
   by AT&T for the  Attachment  Term year in which  the  review  occurs.  In the
   course of such quarterly reviews, AT&T and CUSTOMER may further discuss other
   matters of mutual interest, including, but not limited to, the performance of
   the Services,  the adequacy of AT&T resources in the provisioning and support
   of  CUSTOMER's  use of  the  Services,  new or  improved  AT&T  services  and
   features, and CUSTOMER's anticipated future requirements.

3. The parties  acknowledge  that federal and state  regulatory and  legislative
   actions   may   introduce    new    competitive    alternatives    into   the
   telecommunications    marketplace,    which   may   affect   the    continued
   competitiveness  of Services provided under this Agreement.  Accordingly,  if
   authorized in and pursuant to the procedures specified in an Attachment,  the
   parties  shall agree to meet on an annual basis to discuss  such  competitive
   service  alternatives and other  technological  or marketplace  developments.
   AT&T and CUSTOMER will  cooperate in efforts to develop a mutually  agreeable
   proposal  that will  satisfy the concerns of both parties and comply with all
   applicable  legal and  regulatory  requirements.  By way of  example  and not
   limitation,  alternative proposals may include changes in rates, nonrecurring
   charges,  revenue  and/or  volume  commitments,  discounts,  the  term of the
   Attachment and other provisions.  If the parties reach mutual agreement on an
   alternative, AT&T will prepare and file any necessary tariff revisions and/or
   the parties  will sign a  contractual  amendment  to  implement  any mutually
   agreeable  alternative   proposal,   subject  to  all  applicable  legal  and
   regulatory  requirements.  This provision does not constitute a waiver of any
   charges,  including shortfall charges, or any terms and conditions applicable
   to CUSTOMER, prior to the time the parties mutually agree to amend or replace
   the affected Attachment.

   As pertains to CT 10906, if the parties are unable to reach mutual  agreement
   on an alternative  proposal,  then CUSTOMER may, at its option, on a one-time
   basis, reduce the Minimum Annual Revenue Commitment (MARC) in CT 10906 by 10%
   for any  remaining  years  of CT  10906;  provided  that  the MARC may not be
   reduced below $18,700,000. CUSTOMER may make this election to reduce the MARC
   only once during any 12 month  rolling  period.  AT&T will file any necessary
   tariff revisions, subject to all applicable legal and regulatory requirements
   and restrictions  (including,  without  limitation,  those of the FCC and the
   Communications  Act of 1934, as amended),  to implement any agreed to changes
   to CT 10906 or modification of CUSTOMER's  Minimum Annual Revenue  Commitment
   in CT 10906.

4. For purposes of clarifying  Section 4 of the CT,  increases  associated  with
   payphone use charges and PICC charges will be implemented in a manner that is
   no less favorable to the customer than the manner in which such increases are
   generally implemented in the Applicable Tariffs.

5. For purposes of this Agreement,  the alternative  communication  capabilities
   designated  by AT&T in  accordance  with  Section  3 of the CT is as  follows
   (please check all that apply):

            X     AT&T       Asynchronous       Transfer       Mode       &
Frame/Relay/Asynchronous   Transfer  Mode   (excluding   Switched   Virtual
Circuits)
            [  ]  AT&T Frame Relay Plus
            X     AT&T WorldNet(R) Managed Internet Service

            [  ]  AT&T  WorldNet(R)  Managed  Internet  Service  -  Burstable
Service

            [  ]  AT&T WorldNet(R) Virtual Private Network Service
            X     AT&T WorldNet(R) Business Dial Service
            X     AT&T Teleconference Service Options

            X     AT&T Concert VNS
            [  ]  AT&T Concert Inbound Service
            X     AT&T Wireless CDA





                                Printed in U.S.A.

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                              1st Revised Title Page
Bridgewater, NJ  08807                         Cancels Original Title Page
Issued:  Iii                                               Effective:  Eee
                             Original Tariff Effective:  January 9, 1999

                            CONTRACT TARIFF NO. 10906

                                   TITLE PAGE

C

This Contract  Tariff applies to AT&T Software  Defined Network  Services;  AT&T
Concert  Virtual  Network  Service;  AT&T  Concert  Inbound  Service;  AT&T  800
Services;  AT&T Private Line Services;  AT&T InterSpan Frame Relay Service; AT&T
International Satellite Service; AT&T Local Channel Services and AT&T Conference
Services  for  interstate  or  foreign  communications  in  accordance  with the
Communications Act of 1934, as amended.

Telecommunication  services provided under this Contract Tariff are furnished by
means of wire,  radio,  satellite,  fiber optics or any suitable  technology  or
combination of technologies.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  4th Revised Page 1
Bridgewater, NJ  08807                          Cancels 3rd Revised Page 1
Issued:  Iii                                               Effective:  Eee

                            CONTRACT TARIFF NO. 10906

                                   CHECK SHEET

The Title Page and Pages 1 through 28 inclusive of this tariff are  effective as
of the date shown. Original and revised pages as named below contain all changes
from the original tariff pages that are in effect on the date shown.

          Number         of          Revision          Number         of

Revision                  Number of Revision

Page      Except     as      Indicated      Page      Except     as
----      ----------------------------      ----      ------------------
Indicated          Page    Except as Indicated

Title                               1st*                              11
1st*                  22             1st*
1                                4th*                                 12
1st*                  23             1st*
4                                1st*                                 13
1st*                  24             1st*
5                               1st*                                13.1
Orig*                 24.0           Orig*
5.1                               Orig*                               14
2nd*                  24.1           1st*
                                     14.1            Orig*
6                                1st*                                 15
2nd*                  24.2           1st*
6.1                               Orig*                               16
3rd*                  24.3           1st*
7                               3rd*                                16.1
Orig*                 25             2nd*
8                                1st*                                 17
2nd*                  26             Orig*
9                                2nd*                                 18
1st*                  27             Orig*
10                                1st*                                19
1st*                  28             Orig*
                                     21              1st*

*New or revised page

                                TABLE OF CONTENTS

Page

Check Sheet........................................................   1
List of Concurring, Connecting and Other Participating Carriers....   1
Explanation of Symbols - Coding of Tariff Revisions................   1
Trademarks and Service Marks.......................................   2
Explanation of Abbreviations.......................................   2
General Provisions.................................................   3
Contract Summary...................................................   4

LIST OF CONCURRING, CONNECTING AND OTHER PARTICIPATING CARRIERS

Concurring Carriers - NONE
Connecting Carriers - NONE

Other Participating Carriers - NONE

EXPLANATION OF SYMBOLS - Coding of Tariff Revisions

Revisions  to this tariff are coded  through the use of symbols.  These  symbols
appear in the right margin of the page. The symbols and their meanings are:

          R - to  signify  reduction.  I - to signify  increase.  C - to signify
          changed regulation.

          T   - to signify a change in text but no change in rate or regulation.

          S - to  signify  reissued  matter.  M - to  signify  matter  relocated
          without change. N - to signify new rate or regulation.  D - to signify
          discontinued rate or regulation. Z - to signify a correction.

Other  marginal  codes are used to direct  the tariff  reader to a footnote  for
specific information.  Codes used for this purpose are lower case letters of the
alphabet,  e.g.,  x, y and z. These  codes may appear  beside the page  revision
number in the page header or in the right margin opposite specific text.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  1st Revised Page 4
Bridgewater, NJ  08807                             Cancels Original Page 4
Issued:  Iii                                               Effective:  Eee

                            CONTRACT TARIFF NO. 10906

1.  Services Provided

 A.  AT&T  Software  Defined  Network (SDN) Services (AT&T Tariff F.C.C.
No. 1)

N
N

 B.  AT&T  Concert  Virtual  Network  Service  (Concert VNS) and Concert
Inbound Service (Concert IS) (AT&T Tariff F.C.C. No. 1)

T

 C.  AT&T 800 Services (AT&T Tariff F.C.C. Nos. 2 and 14)

T

 D.  AT&T Private Line Services (AT&T Tariff F.C.C. No. 9)

The  International  AT&T Private Line  Services to Canada and Mexico  consist of
IOCs  and  associated   components  which  include  Office   Functions,   Office
Connections and Channel Options.

T

 E.  AT&T InterSpan Frame Relay Service (FRS)(AT&T Tariff F.C.C. No. 4)

T

 F.  AT&T International Satellite Service (AT&T Tariff F.C.C. No. 7)

T

 G.  AT&T Local Channel Services (AT&T Tariff F.C.C. No. 11)

T

 H.  AT&T Conference Services (AT&T Tariff F.C.C. No. 1)

The Customer  must identify  with each order for AT&T  Conference  Services that
such services are to be provided under this Contract Tariff.

C

2. Contract Term;  Renewal  Options - The term of this Contract Tariff (CT) is 6
years and 6 months.  This CT may be renewed in its entirety for an  additional 1
year period at the rates,  terms and  conditions  then in effect  under this CT,
provided AT&T  receives in writing,  the  Customer's  order to renew at least 45
days  prior to the last day of the  initial  term.  The  Minimum  Total  Revenue
Commitments  (MTRC) for the renewal term is  $12,500,000.  Provided the customer
has met the MTRC for the renewal  term,  Customer may  discontinue  this CT upon
thirty days written notice at any time during the renewal term.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  1st Revised Page 5
Bridgewater, NJ  08807                             Cancels Original Page 5
Issued:  Iii                                               Effective:  Eee

3.  Minimum Commitments/Charges

C

 .
C

 A. Minimum  Annual Revenue  Commitment - The Minimum Annual Revenue  Commitment
(MARC) for the AT&T Services provided under this CT is as follows:

C
 .

 .
C

CT TERM YEAR          YEAR 1        YEAR 2        YEAR 3        YEAR 4
MARC               $40,000,000    $25,000,000   $25,000,000   $25,000,000

CT TERM YEAR         YEAR 5         YEAR 6     Months 73-78
MARC               $25,000,000   $25,000,000    $12,500,000

N
 .













 .
N

Beginning at the end of year 2 of the CT Term,  and upon written  notice to AT&T
at least 30 days prior to any  anniversary of the TSD, the Customer may elect to
reduce the MARC where the  Customer and AT&T are unable to agree  regarding  the
appropriateness  of rates  for the  Services  Provided  in light of  changes  in
technology,  regulatory requirements or marketplace conditions.  Thereafter, the
MARC for the current  year of the CT Term shall be reduced by an amount equal to
10%  multiplied by the number of months  remaining in the current year of the CT
Term divided by 12, and the MARC for  subsequent  years of the CT Term,  if any,
shall also be reduced by 10%. The MARC shall not be reduced more than $2,500,000
in any year of the CT Term.  The MARC  cannot  be lower  than  $18,700,000.  The
Customer may make this election to reduce the MARC only once during any 12-month
rolling period. The Customer may not, however,  reduce the MARC pursuant to this
paragraph  if (1) the  Customer  is not  current  in  payment  to  AT&T  for all
undisputed charges due under this CT, or if (2) the Customer did not satisfy the
MARC during the previous  year. The Customer may not elect to reduce the MARC in
the last 6-month period of the CT Term.

C

The MARC will be satisfied by the "MARC-eligible charges" which are the total of
the following charges:

C

 .
C

C

(1) Gross  Monthly  Usage  Charges  (GMUC) as  specified  in the SDN  Integrated
Outbound and Inbound Option Discount Plan (OneNet) in AT&T Tariff F.C.C.  No. 1,
as amended from time to time, (including undiscounted recurring charges for AT&T
SDN Services  Optional  Features,  AT&T 800 Services  Optional Features and AT&T
Advanced  800  Service),  and Concert  Inbound  Service  GMUCs for the  Services
provided under this CT;

C
C

(2) the undiscounted recurring charges incurred by the Customer for AT&T Private
Line Services consisting of the following Domestic services: ACCUNET Spectrum of
Digital Services (ASDS), ACCUNET T1.5 Service,  ACCUNET T32 Service, ACCUNET T45
Service,  ACCUNET  Fractional T45 Service,  DATAPHONE  Digital  Services  (DDS),
ACCUNET Primary Rate Interface (PRI),  ACCUNET SONET T155 Service,  AT&T Private
Line SONET OC12 Services;

C

(3) the  undiscounted  recurring  charges  incurred  by the  Customer  for  AT&T
International  Private Line Services  consisting of the  following:  Voice Grade
Private  Line  Service-Overseas   Half  Channels,   International  ACCUNET  T1.5
Service-Canada, International ACCUNET T1.5 Service-Mexico, International ACCUNET
T45   Service-Canada,   International   ACCUNET   2.048   Mbps   Service-Mexico,
International ASDS-Canada,  International ASDS-Mexico, International DDS-Canada,
International  DDS-Mexico,  International ACCUNET Digital Services-Half Channel,
and International Full Channel Service-Overseas;

   Certain  regulations  previously  found on this page can now be found
   on Page 5.1


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                   Original Page 5.1
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

T

3.A.  Minimum Annual Revenue Commitment (continued)

M
C

(4) the  undiscounted  recurring  charges for AT&T InterSpan Frame Relay
Service and AT&T Regional Frame Relay;

M
M
C

(5)  the   undiscounted   recurring   charges  for  AT&T   International
Satellite  Service  consisting of: AT&T  International  Satellite Shared
Earth Station Service-Half Channel;

M
 .









 .
M

(6)  the  undiscounted   recurring  charges  for  AT&T  Local  Channel  Services
consisting of: AT&T Voice Grade Local Channel Services,  AT&T Digital Data Local
Channel Services, AT&T ACCUNET Generic Digital Access Services, AT&T Terrestrial
1.544  Mbps Local  Channel  Services,  AT&T  Terrestrial  45 Mbps Local  Channel
Services, AT&T Fractional Terrestrial 45 Mbps Local Channel Services,

(7) the GMUCs for the AT&T  Conference  Services  consisting  of the  following:
Audio-Teleconference   Bridge-Dial-Out  Conference-Domestic  and  International,
Meet-Me Bridge  Arrangement  Options 2 and 3-Domestic  and  International,  AT&T
Event TeleConference  Service-Domestic and International  (including charges for
AT&T  Conference  Services  Optional  Features  as  agreed  to by  AT&T  and the
Customer); and

   Certain regulations on this page formerly appeared on Page 5.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  1st Revised Page 6
Bridgewater, NJ  08807                             Cancels Original Page 6
Issued:  Iii                                               Effective:  Eee

3.A.  Minimum Annual Revenue Commitment (continued)

C

C

(8) AT&T Wireless  Service (AWS) ordered under a separate  contract  between the
Customer and AT&T through the Corporate  Digital  Advantage  (CDA)  Program,  in
approved AWS Markets only, limited to the following: (a) Detail Billing Charges,
(b)  charges  for  additional  Cellular  Service  features  (excluding  enhanced
features),  (c) one-time charges for Service Activation,  conversion and charges
for changing rate plans,  (d) Monthly Access Charges,  (e) Home Airtime Charges,
(f) Roaming Airtime Charges (and roaming  surcharges)  incurred while roaming in
AWS Markets, (g) AT&T 10288 Cellular Long Distance calls associated with the CDA
program.

N

 .
 .
N

(9)  alternative  communications  capabilities,  which have been ordered under a
separate  contract between the Customer and AT&T, and which have been designated
by AT&T in writing to the Customer  prior to the  Customer  signing an order for
this Contract Tariff.

N

 .
 .
N

(10) the  undiscounted  recurring  charges  incurred  by the  Customer  for AT&T
ACCU-Ring  Network  Access  Service  which  have been  ordered  under a separate
contract between the Customer and AT&T,  excluding Special  Construction Charges
and Individual Case Basis contracts.

N

 .
 .
N

In the event of a chronic  network  outage for Service  Provided  under this CT,
which  results in the  Customers  inability to meet the MARC for current year of
the CT Term,  Customer may elect to reduce the MARC for the  remainder of the CT
Term by the  undiscounted  amount of the  affected  contributing  service  which
experienced  the chronic  outage.  Customer  must give AT&T thirty days  written
notice of its intent to reduce the MARC.

C
 .

 .
C

If, on any anniversary of the TSD and at the end of the CT Term or renewal term,
the Customer has failed to satisfy the MARC/MTRC,  the Customer will be billed a
shortfall  charge in an amount equal to 50% of the  difference  between the MARC
and the total of the actual MARC-eligible charges incurred for that year, or the
last 6-month period of the CT Term, as applicable.

C

 .
 .
 .
C

4. Contract Price - AT&T reserves the right to increase or decrease from time to
time the  rates for the  Services  Provided  under  this CT,  regardless  of any
provisions  in this CT that  would  otherwise  stabilize  rates  or  limit  rate
increases,  relating to charges imposed on AT&T stemming from an order,  rule or
regulation  of the Federal  Communications  Commission  or a court of  competent
jurisdiction,  concerning:  (i)  payphone use  charges,  and (ii)  presubscribed
interexchange  carrier charges ("PICCs").  AT&T will make rate adjustments under
this  provision  as  necessary.  However,  the Customer  will receive  Connected
Pricing for AT&T SDN Integrated  Outbound and Inbound Optional  Discount Plan as
specified in AT&T Tariff F.C.C. No. 1, as amended from time to time.

 A. The Contract Price for the AT&T Services  provided under this CT is the same
as the undiscounted  Recurring and Nonrecurring  Rates and Charges  specified in
AT&T  Tariffs  listed in Section 1.,  preceding,  as amended  from time to time,
except for those Rates specified in Section 7., following.

   Certain material previously found on this page can now be found on Page 6.1.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                   Original Page 6.1
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

M
 .




 .
M

5.  Discounts - The following  discounts are the only discounts for the Services
Provided under this Contract Tariff. No other discounts apply.

 A.  AT&T SDN  Services/AT&T  800  Services  - The  Customer  will  receive  the
following  discounts,  each  month,  in lieu of  those  provided  by the  OneNet
Discount Option Plan.  These discounts will be applied in the same manner as the
OneNet Discount Option Plan as specified in AT&T Tariff F.C.C. No. 1, as amended
from time to time.

C
 .





 .
C

                                                                        Discount

                                                           applied to
                                                                   International

                               Discount applied to         SDN Usage &
                               Domestic SDN and Domestic   Concert VNS
For Gross Monthly              & International 800         GMUCs (U.S. to
Usage Charges of:              Services Usage              foreign)
----------------               -----------------           --------
Between $0 and $999,999,999               43.0%                 38.0%
over $999,999,999                         00.0%                 00.0%






































   Certain material on this page formerly appeared on Page 6.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  3rd Revised Page 7
Bridgewater, NJ  08807                          Cancels 2nd Revised Page 7
Issued:  Iii                                               Effective:  Eee

5.  Discounts (continued)

 B.  AT&T Private Line and AT&T Local Channel Services

  1. The Customer will receive the following  discounts,  each month, in lieu of
the MultiService Volume Pricing Plan (MSVPP) discounts.  These discounts will be
applied in the same manner as the MSVPP  discounts  as  specified in AT&T Tariff
F.C.C. Nos. 9 and 11, as amended from time to time.

C
 .







 .
C

D
 .

















 .
D

   Service  Components  Discount  Domestic ASDS 9.6/56/64 kbps 46% Domestic ASDS
   128 kbps and above 54% Domestic  DDS 63%  Domestic  ACCUNET T1.5 70% Domestic
   ACCUNET T32 65% Domestic ACCUNET T45 65% Domestic ACCUNET  Fractional T45 70%
   AT&T  VGLCs and AT&T  DDLCs at  speeds of 9.6 kbps & below 40% AT&T  DDLCs at
   speeds of 56/64 kbps 40% AT&T  ACCUNET  GDA at speeds of  9.6/56/64  kbps 40%
   AT&T  Terrestrial  1.544  Mbps  Local  Channel  Service  38%  (excluding  the
   components in Section 5.C., following)

  2.

N
 .

 .
N

  3. The  Customer  will receive the  following  discounts,  each month,  on the
Monthly Recurring Charges for which is in lieu of any other discounts.

   Service Components                                        Discount
   --------------------------------                          --------
   AT&T Terrestrial 45 Mbps Local Channels                      28%





<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  1st Revised Page 8
Bridgewater, NJ  08807                             Cancels Original Page 8
Issued:  Iii                                               Effective:  Eee

5.  Discounts (continued)

 C. AT&T  Terrestrial  1.544 Mbps Local  Channel  Services - The  Customer  will
receive the following  discounts,  each month, on the Monthly  Recurring Charges
for AT&T  Terrestrial  1.544  Mbps  Local  Channels  and the  associated  Access
Coordination  Functions  included  in  this  Section  which  are in  lieu of the
discounts specified in Section 5.B., preceding.

D

 .
D
C

  Service Components                                             Discount

  24 Channel  Terrestrial  1.544 Mbps  Local  Channels  under an    38%
  Access Value Plan (AVP)** and associated  Access  Coordination
  Function

D
 .








 .
D

** An AVP is available to Customers  that connect their AT&T  Terrestrial  1.544
Mbps Local Channel Service to an AT&T Switched  Service or multiplexor  provided
under this Contract Tariff.  An AVP allows the Customer the use of all of the 24
channels in an AT&T Terrestrial 1.544 Mbps Local Channel.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  2nd Revised Page 9
Bridgewater, NJ  08807                          Cancels 1st Revised Page 9
Issued:  Iii                                               Effective:  Eee

5.  Discounts (continued)

 D.  AT&T InterSpan Frame Relay Services

C

  1. The  Customer  will receive a discount of 50%,  each month,  in lieu of the
FRVPP discounts. This discount will be applied to the sum of the Domestic Access
Port Monthly Charges,  and to the  FRVPP-Eligible FRS Charges in the same manner
as the FRVPP discounts as specified in AT&T Tariff F.C.C. No. 4, as amended from
time to time.  This discount does not apply to the Alaska PVC Charges  specified
in Section 7., following.

D
 .







 .
D


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 10
Bridgewater, NJ  08807                            Cancels Original Page 10
Issued:  Iii                                               Effective:  Eee

5.  Discounts (continued)

 E.  AT&T  International  Satellite and International  AT&T Private Line
Services

  1. The  Customer  will  receive  the  following  discounts  each  month on the
undiscounted  recurring  charges for service  components for AT&T  International
Satellite  Service and  International  AT&T Private Line Services provided under
this CT.

C
D
C

D

  Service Components                                               Discount
  --------------------------------------------------------------   --------
  International Voice Grade Private Line Service-Overseas Half        30%
  Channel
  International ACCUNET T1.5 Service-Canada                           50%
  International ACCUNET T1.5 Service-Mexico                           50%
  International ACCUNET T45 Service-Canada                            50%
  International ACCUNET 2.048 Mbps Service-Mexico                     50%
  International ASDS Canada-64 kbps and below                         30%
  International ASDS Canada-128 kbps and above                        40%
  International ASDS-Mexico-64 kbps and below                         30%
  International ASDS-Mexico-128 kbps and above                        40%
  International DDS-Canada                                            40%
  International DDS-Mexico                                            40%
  International ACCUNET Digital Services-Half Channel                 50%

  International Satellite Shared Earth Station Service-Half           45%
  Channel


  2. The Customer will receive a 40% discount, each month, on AT&T International
Full Channel Service-Overseas which are in lieu of any other discounts.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 11
Bridgewater, NJ  08807                            Cancels Original Page 11
Issued:  Iii                                               Effective:  Eee

5.E.  AT&T  International  Satellite and International AT&T Private Line
Services (continued)

  3. The Customer  will also receive the  following  discounts in any month that
the  Customer's  total  undiscounted   charges  for  the  "MARC-eligible"   AT&T
International  Private Line and AT&T  International  Satellite Services and AT&T
International  Full Channel  Service-Overseas,  AT&T Tariff F.C.C.  Nos. 7 and 9
service  components  provided  under this CT exceed  $200,000.  This  additional
discount will be determined based on the total monthly  undiscounted  charges as
specified  below and will be  applied to the entire  eligible  charges  for that
month  as  shown in the  following  example:  If the  Customer's  total  monthly
undiscounted  charges for the  "MARC-eligible"  AT&T International  Private Line
Services and AT&T  International  Satellite Service and AT&T  International Full
Channel-Overseas  are  $300,000,  and the discount to be applied is 3%, then the
Customer will receive a discount amount of $9,000 ($300,000 x .03 = $9,000). The
amount of such additional  discount,  if any, will be applied as a credit to the
Customer's bill for the "MARC-eligible" AT&T International Private Line and AT&T
International   Satellite   Services   and  AT&T   International   Full  Channel
Service-Overseas provided under this Contract Tariff.

C

Total Monthly Charges                             Discount

$0 up to $200,000                                     0%
over $200,000 up to $300,000                          3%
over $300,000 up to $400,000                          5%
over $400,000 up to $500,000                         10%
over $500,000                                        12%

C
 .

 .
C

 F. AT&T Conference  Services - For AT&T  Dial-Out/Operator  Assisted Conference
Calls a 40% discount will apply, each month, for the Audio-Teleconference Bridge
transport  for Canada,  Mexico and  International  Gross  Monthly  Usage Charges
(excluding charges associated with AT&T Event Teleconference Services).


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 12
Bridgewater, NJ  08807                            Cancels Original Page 12
Issued:  Iii                                               Effective:  Eee

6.  Classifications, Practices and Regulations

 A.  Except as  otherwise  provided in this CT, the rates and  regulations  that
apply to the Services Provided  specified in Section 1.,  preceding,  are as set
forth  in the  Applicable  AT&T  Tariffs  that are  referenced  in  Section  1.,
preceding, as such tariffs are amended from time to time.

C

 .
 .
C


D
 .












 .
D


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 13
Bridgewater, NJ  08807                            Cancels Original Page 13
Issued:  Iii                                               Effective:  Eee

6.  Classifications, Practices and Regulations (continued)

C
 .


 .
C

 C.  Promotions, Credits and Waivers - The  Customer is  ineligible  for
any  promotions,  credits or waivers  for the  Services  Provided  under
this CT,  which  are  filed or  which  may be filed in the AT&T  Tariffs
specified  in  Section 1.,   preceding,  except  for  the  Advanced  800
Feature  Routing Plan Option as specified in AT&T Tariff  F.C.C.  No. 2,
as amended from time to time.















C

The following credits and waivers will be applied to the Customer's bill subject
to the  following  limitations:  (1) all credits  and waivers  apply only to the
Services  Provided  under  this CT and as  specified  below;  (2) any waiver not
applied by the end of the CT will be declared  null and void;  (3)  installation
and monthly  charge  waivers apply only to new and existing  service  components
(unless  otherwise  specified  below)  and do not  apply to  service  components
disconnected  and  reconnected  after the CISD; (4) the service  components must
remain in service for a minimum period of 12 months (unless otherwise  specified
below); and (5) the credits/waivers under this section do not apply to Bandwidth
Manager  Service  (BMS/BMS-E),  Access  Protection  Service  (APC)  and  Network
Protection  Service  (NPC).  If any of the  installed  services  components  are
disconnected  prior to the end of the minimum retention  period,  AT&T will bill
the  Customer  for the amount of the  charges  that had been  waived  under this
section for each service component  disconnected.  Any such bill must be paid by
the Customer within 90 days.

The following  charges,  as specified in the AT&T Tariffs  listed in Section 1.,
preceding, as amended from time to time, are waived.

  1.  Nonrecurring Charges

   (a) The SDN Service  Establishment  Charge, not to exceed $10,000 over the CT
Term.

   (b) The  Service  Establishment  Charges for new AT&T  MEGACOM  800  Services
Routing Arrangements.

   (c)  The   Installation  Charge  for  Primary  Rate  Interface  (PRI)
Office Functions.
   (d)  Network   Remote   Access  (NRA)   Options:   The   nonrecurring
        ------------------------------------------
Installation Charges for NRA I, II, and IV.


C

 .
 .
C

   (e) The Installation Charges for ASDS, ACCUNET T1.5, ACCUNET T32, ACCUNET T45
and ACCUNET  Fractional  T45  Services  MSVPP-eligible  service  components  and
associated Function Connections. For Years 1-3 following TSD, the minimum period
of 12 months does not apply if the Customer elects to continue the components in
other AT&T services.

C

 .
C

   (f)  The  Installation   Charges  on  service  components  for  International
ASDS-Canada,    International    ASDS-Mexico,    International    ACCUNET   T1.5
Service-Canada, International ACCUNET T1.5 Service-Mexico, International ACCUNET
T45  Service-Canada  and  International  2.048  Service-Mexico.  For  Years  1-3
following  TSD,  the minimum  period of 12 months does not apply if the Customer
elects to continue the components in other AT&T services.

   (g) ACCUNET T1.5 Service Access Connections  associated with the AT&T SDN and
AT&T 800 Services provided under this Contract Tariff.

C

 .
 .
C

   (h) The Installation  Charges for  FRVPP-Eligible FRS Components and Domestic
Access Ports.  For Years 1-3 following TSD, the minimum period of 12 months does
not apply if the  Customer  elects to  continue  the  components  in other  AT&T
services.

   Certain  regulations  previously  found on this page can now be found on Page
   13.1.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 13.1
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

T

6.C.1.  Nonrecurring Charges (continued)

M
 .





 .
M

   (i) The Installation  Charges for AT&T Local Channel Services  MSVPP-eligible
service  components  (excluding  AT&T  Terrestrial  1.544  Mbps  Local  Channels
subscribed  to under an Access Value  Arrangement  (AVA) or an Access Value Plan
(AVP)), but including those local channels and Access Coordination  Functions as
specified in Section 5.C., preceding.

   (j) AT&T will waive the Set-up Charge for each called station  established on
the conference with the assistance of an operator.

   (k)  AT&T  will  waive  the  nonrecurring  Charge  for  each  Meet-Me  Bridge
arrangement.

   Certain regulations on this page formerly appeared on Page 13.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 14
Bridgewater, NJ  08807                         Cancels 1st Revised Page 14
Issued:  Iii                                               Effective:  Eee

T

N
 .


 .
N

6.C.1.  Nonrecurring Charges (continued)

   (l) The  Installation  Charges for each AT&T  ACCUNET  SONET T155 Service and
AT&T Private Line SONET OC12 Services Access Connection and Function  Connection
as specified in AT&T Tariff F.C.C.  No. 9, provided such service  components are
associated directly with the Services provided under this CT.

   (m)  The Installation Charges for AT&T Concert Inbound Services.

  2.  Recurring Charges

   (a)  50% of the PRI Office Function recurring Monthly Charge.
   (b)  The  recurring  Monthly  Charges  for each  ACCUNET  T1.5 Access
Connection,   M-24  Multiplexing  Office  Functions  and  ASDS  and  DDS  Access
Connections  as specified in AT&T Tariff  F.C.C.  No. 9, as amended from time to
time, and Access  Coordination  Functions as specified in AT&T Tariff F.C.C. No.
11, as amended from time to time,  associated with AT&T  Terrestrial  1.544 Mbps
Local  Channel  Services,  64 kbps and below  ACCUNET  GDA and Voice Grade Local
Channel  Services and 64 kbps and below DDLC  Services  provided  under this CT,
provided  such service  components  are  associated  directly  with the Services
provided under this CT. There is no minimum  retention  period  associated  with
this waiver.

   (c) The recurring Monthly Charges for each  MSVPP-eligible  service component
for DDS Subrate Data Multiplexors and ASDS Subrate Data Multiplexors  (excluding
Access Connections to AT&T Switched Services) as specified in AT&T Tariff F.C.C.
No. 9, as amended from time to time.

   (d) The  recurring  Monthly  Charges for each  Analog and Digital  Multipoint
Charge,  as specified in AT&T Tariff F.C.C. No. 9, as amended from time to time,
for each  Customer  Premise  on a local  channel  service  for which the  Access
Coordination Function (ACF) is provided by AT&T.

N
 .




 .
N

   (e) The  recurring  Monthly  Charges for ACCUNET T45 Access  Connections  and
ACCUNET T45 M-28  Multiplexing  Office  Functions  as  specified  in AT&T Tariff
F.C.C.  No. 9, as amended from time to time and associated  Access  Coordination
Functions  as specified  in AT&T Tariff  F.C.C.  No. 11, as amended from time to
time,  associated with AT&T Terrestrial 45 Mbps Local Channel Services  provided
under this CT, provided such service components are associated directly with the
Services Provided under this CT. There is no minimum retention period associated
with this waiver.

  3.  Recurring, Nonrecurring and Usage Charges

   (a) Under the Term Plan Feature  Package:  The $50.00 per 800 number  Monthly
Charge is waived.  The maximum total charge to be paid by the Customer over this
CT Term, for the $25.00 nonrecurring  Installation Charge, for each installation
or change per 800  number,  is $1,000 per Billing  Account.  There is no minimum
retention period associated with this waiver.

   (b) Split Access Flexible Egress Routing (SAFER): For AT&T SDN Services,  the
per  primary SDN  central  office  Special  Access  Line  Grouping  nonrecurring
Installation Charge is waived for no more than 25 Special Access Line Groupings,
and the recurring  Monthly  Charge per AT&T  Terrestrial  1.544 Local Channel or
equivalent  at the  primary  SDN  central  office is waived for the first 6 full
billing months.  For AT&T MEGACOM 800 Services,  the  nonrecurring  Installation
Charge per 800 Number per  Customer  Location  is waived for no more than 25 800
numbers.

   Certain  regulations  previously  found on this page can now be found
   on Page 14.1



<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 14.1
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

           ** All material on this page has been deleted. **

   Certain regulations on this page formerly appeared on Page 14.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 15
Bridgewater, NJ  08807                         Cancels 1st Revised Page 15
Issued:  Iii                                               Effective:  Eee

6.C.4.  Credits (continued)

   (a)

D

C

   (b)

   (c) AT&T will  apply a credit  of  $223,500  in the 27th,  39th and 51st full
billing  months  following the TSD provided that: (i) the Customer is current in
all  payments  to AT&T and  (ii) the  Customer  has  satisfied  the MARC for the
previous year. If the Customer  discontinues this CT for any reason prior to the
expiration  of the CT Term and  incurs a  Termination  Charge  as  specified  in
Section  6.D.3.,  following,  AT&T  will  bill  the  Customer,  at the  time  of
discontinuance, the entire amount of the credits received. Any such bill must be
paid by the Customer within 90 days.

D
 .






 .
D

   (d)











D
D

   (e)

D
 .


 .
D

   (f)

C
C

C

   (g) AT&T will apply a credit,  not to exceed a total of $20,000 for each year
of the CT Term and not to exceed a total of $10,000 for the last 6-month  period
of the  CT  Term,  equal  to the  charges  associated  with  the  Recurring  and
Nonrecurring  Charges of any new AT&T Services not  previously  subscribed to by
the Customer  during the CT Term which are provided under this Contract  Tariff.
The credit,  if any, will be applied in the 13th,  25th,  37th, 49th, 61st, 73rd
and 78th full billing months following the TSD.

N

 .
 .
N

   (h) AT&T will apply a credit  against  charges  billed under this CT equal to
the installation  charges incurred by the Customer for AT&T Regional Frame Relay
Service FRVPP-eligible service components during the CT Term.

   Certain  regulations  previously  found on this page can now be found on Page
   16.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 3rd Revised Page 16
Bridgewater, NJ  08807                         Cancels 2nd Revised Page 16
Issued:  Iii                                               Effective:  Eee

T

6.  Classifications, Practices and Regulations (continued)

M
 .







 .
M
C
 .

 .
C

 D.  Discontinuance - In lieu of any  Discontinuance  With or Without  Liability
provisions  that are  specified  in the AT&T tariffs  referenced  in Section 1.,
preceding, the following provisions shall apply.

  1.  The  Customer  may  discontinue  this CT  prior to the end of the CT Term,
provided the Customer  replaces this CT with other AT&T Services or another AT&T
CT for AT&T Tariffed  Interstate  Services  having:  (i) an equal or greater new
annualized  MARC for the  "MARC-eligible  Services"  specified  in  Section  3.,
preceding,  and (ii) a new term equal to or greater than the remaining term, but
not less than 3 years. The Customer will also be billed a Shortfall Charge equal
to: the  difference  between  (1) the  prorated  MARC for the year,  or the last
6-month  period  of the CT  Term,  as the case may be,  in  which  the  Customer
discontinues and (2) the total of the actual MARC-eligible  charges incurred for
that year or 6-month  period,  as the case may be, provided the amount in (2) is
less than the amount in (1).

D
 .




 .
D

  2.

N
 .





 .
N

  3. The Customer may  discontinue  this CT without  liability for a Termination
Charge in the event of a breach by AT&T of its  obligations  under  this CT that
materially  impairs the  Customer's use of the Services  Provided.  The Customer
must give AT&T 60 days prior written notice, citing in detail the breach forming
the forming the basis for the  discontinuance,  and this CT will be discontinued
on the 60th day  thereafter  unless  AT&T cures the breach  within  said  notice
period.  In the event of such  discontinuance,  the Customer shall remain liable
for usage and shortfall charges (if any) incurred prior to the effective date of
discontinuance.

N
 .




 .
N

  (a) At the end of the CT Term,  should  the  customer  elect to  exercise  the
renewal option  specified in Section 2, preceding,  the Customer may discontinue
this CT at anytime after the 84th month, provided (1) the Customer is current in
payment to AT&T for all tariffed telecommunications services provided under this
CT; (2) the Customer has satisfied a minimum  revenue  commitment of $12,500,000
in Tariffed  Services as specified in this CT; and (3) notifies AT&T in writing,
no less than 30 days prior to the effective date of discontinuance.

T
C
 .






 .
C

  4. If the Customer discontinues this CT for any reason other than specified in
Sections  6.D.1.,6.D.3,  and 6.D.3.a  above,  prior to the  expiration of the CT
Term, a Termination Charge will apply. If the Customer discontinues during Years
1 through 6 of the CT Term,  the  Termination  Charge will be an amount equal to
the sum of (1) 35% of the  unsatisfied  MARC for the year in which the  Customer
discontinues  this CT plus (2) 35% of the MARC for each year remaining in the CT
Term plus (3) 35% of the unsatisfied  MARC for the last 6-month period of the CT
Term.  If the Customer  discontinues  during the last  6-month  period of the CT
Term, the  Termination  Charge will be an amount equal to 35% of the unsatisfied
MARC for the last 6-month period of the CT Term. However, the Customer will also
be billed an amount as specified in Sections 6.C.4.(c), preceding.

   Certain regulations on this page formerly appeared on Page 15.
  Certain  material  previously  found on this  page can now be found on
Page 16.1.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 16.1
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

T

6.  Classifications, Practices and Regulations (continued)

T

 E.  Other Requirements

T
M
 .








 .
M

  1. AT&T will  provision up to twenty (20) Access Ports per month (at speeds of
64 kbps and below) within twenty-two (22) calendar days.

AT&T  will  provision  95%  of  the  remaining   Access  Ports  (not  to  exceed
thirty-seven  (37) Access Ports per month)  within  twenty-seven  (27)  calendar
days.

AT&T will provision  Access Ports in excess of those  specified above within the
standard interval of thirty (30) calendar days.

The  Customer  will  designate  each  Access Port to be  provisioned  within the
twenty-two  (22)  calendar day  interval,  the  twenty-seven  (27)  calendar day
interval of the standard thirty (30) calendar day interval.

M
 .


 .
M
C
M
M

 F.  Availability - This Contract Tariff is available only to Customers who: (1)
concurrently order this CT only once, either by the Customer or any Affiliate of
the Customer, which is any entity that owns a controlling interest in either the
Customer or an Affiliate of the  Customer,  or any entity in which a controlling
interest is owned by either the Customer or an Affiliate of the Customer and (2)
ordered service in a previous  availability  period or who orders service within
30 days after (TED####) for initial  installation of the Services Provided under
this CT within 30 days after the date ordered.

   Certain material on this page formerly appeared on Page 16.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 17
Bridgewater, NJ  08807                         Cancels 1st Revised Page 17
Issued:  Iii                                               Effective:  Eee

7.  Rates

C

 A. SDN Rate  Schedules - The rates  listed below apply for all Mileages & Bands
and for all rate periods and are stabilized for the CT Term.

C
C
C
N
 .

 .
N

                                 Initial        Each Additional

Rates Schedules                  18 Seconds or  6  Seconds  or
                                 Fraction       Fraction

 A, A-PV                         $0.0348        $0.0116
 B(a), B-PV(a), B(b), B-PV(b)    $0.0207        $0.0069
 C(a), C(b), C-PV                $0.0160        $0.0053
 E                               $0.0303        $0.0101
 G                               $0.1062        $0.0354
 H1                              $0.0390        $0.0130
 H2                              $0.0540        $0.0180
 K                               $0.0363        $0.0121
 L                               $0.1272        $0.0424
 P                               $0.2424        $0.0808

D
 .

 .
D

C

 B. AT&T 800  Service  Rate  Schedules  - The rates  listed  below apply for all
Service Areas and for all rate periods and are stabilized for the CT Term.

C
C

                                           Per Hour of Use

AT&T MEGACOM 800 Service-Domestic          $4.16
AT&T 800 READYLINE Service-Domestic        $6.94

D

 .
 .
D

N
 .

 .
N

  1. AT&T  Automatic  Number  Identification  (ANI)/Charge  Number Service - The
following Usage Charge will apply during the CT Term.

                                                                    Usage Charge

      - per caller number information delivered         $.005

N
 .

 .
N

  2. AT&T Courtesy  Transfer - The following  Usage Charge will apply during the
CT Term.

                                  Usage Charge

     - per Completed Call        $.025






<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 18
Bridgewater, NJ  08807                            Cancels Original Page 18
Issued:  Iii                                               Effective:  Eee

7.  Rates (continued)

N

T

 C.  AT&T MEGACOM 800 Service-International

  1. AT&T  MEGACOM  800  Service-Canada  - The  following  rates for  Canada are
stabilized for the CT Term.


RATES

               DAY        RATE         EVENING         RATE        NIGHT
RATE

               Mon-Fri                 Mon-Fri                  /Sat-Sun
Mon-Sun
               8AM-6PM       6PM-12Mid/8AM-12Mid        12Mid-8AM
         ---------------------------------------------------------------

         Initial   Each   Add'l   Initial   Each  Add'l   Initial   Each
Add'l
Rate     30 Secs    1 Sec      30 Secs   1 Sec      30 Secs    1 Sec
----
Step  or   Frac't   or  Frac't  or  Frac't  or  Frac't  or  Frac't  or
----  -----------   ----------  ----------  ----------  ----------  ----
Frac't
------

C

1-6         $0.1228   $0.0041    $0.1228  $0.0041    $0.1228     $0.0041


N

 .
 .
N

  2.  AT&T MEGACOM 800 Services-Overseas

                                 Initial   Each Additional Second
-----------------------------------------------------------------
    Country/Area               30 Seconds   or Fraction Thereof
---------------------------------------------------------------
United Kingdom                    $0.1830           $0.0061

N

T

 D.  AT&T 800 READYLINE Service-International

  1.  AT&T  800  READYLINE  Service-Canada  - The  following  rates  for
Canada are stabilized for the CT Term.


RATES

               DAY        RATE         EVENING         RATE        NIGHT
RATE

               Mon-Fri                 Mon-Fri                  /Sat-Sun
Mon-Sun
               8AM-6PM       6PM-12Mid/8AM-12Mid        12Mid-8AM
         ---------------------------------------------------------------

         Initial   Each   Add'l   Initial   Each  Add'l   Initial   Each
Add'l
Rate     30 Secs    1 Sec      30 Secs   1 Sec      30 Secs    1 Sec
----
Step  or   Frac't   or  Frac't  or  Frac't  or  Frac't  or  Frac't  or
----  -----------   ----------  ----------  ----------  ----------  ----
Frac't
------

C

1-6         $0.1491  $0.0049     $0.1491   $0.0049      $0.1491   $0.0049




<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 19
Bridgewater, NJ  08807                            Cancels Original Page 19
Issued:  Iii                                               Effective:  Eee

7.  Rates (continued)

 E. International  Calling Capability - Following are the AT&T SDN International
Calling  Capability Usage Rates to the Countries listed below,  applicable under
this CT. These rates are stabilized for the CT Term.

  1. U.S. Mainland Usage Rates - The following  schedules are used to rate calls
between stations in the U.S. Mainland and stations in the country/area specified
below. Rates apply for all days of the week including holidays. Unless otherwise
specified,  the Initial Period (IP) is 18 seconds, or fraction thereof,  and the
Additional Period (AP) is 6 seconds, or fraction thereof.

   (i) Canada Rate Schedule - This schedule  applies to Customer Dialed calls to
stations in Canada using dedicated access.

                                                       RATES
                -------------------------              -----
                          PEAK                          OFF-PEAK
                                          8AM-6PM 6PM-8AM

C
D
 .




 .
D

                    Initial       Each Add'l       Initial       Each Add'l
                   18 Seconds     6 Seconds      18 Seconds      6 Seconds
  Rate Mileage    or Fraction    or Fraction     or Fraction    or Fraction
  ------------    -----------    -----------     -----------    -----------
     1-4000         $0.0363        $0.0121         $0.0363        $0.0121










<PAGE>


 AT&T COMMUNICATIONS                             contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 21
Bridgewater, NJ  08807                            Cancels Original Page 21
Issued:  Iii                                               Effective:  Eee

7.E.1.(c)I.(ii)  Mexico Rate Schedules (continued)

      (II.) Mexico  Schedule 2 Rates - The following rates apply to the Customer
Dialed Stations (DS) calls (as defined in Section  24.1.2.B.2.(a) of AT&T Tariff
F.C.C. No. 27) between the point of connection at the international boundary and
the locations in Mexico.  The Initial Period is 1 minute,  or fraction  thereof,
and the Additional Period is 1 minute, or fraction thereof.

C
C
C

                                                       RATES
                   -----------------------             -----
  RATE   CLASS OF                     PEAK RATE OFF-PEAK RATE
 TABLE    SERVICE                          IP AP IP AP
 -----    -------  ------                  -----------
  1-3       DS         $0.19          $0.14          $0.19        $0.14
  4-6       DS         $0.52          $0.39          $0.52        $0.39
  7-8       DS         $0.68          $0.50          $0.68        $0.50

   (iii)  Other   Countries   Rates - Dial   Stations  using   dedicated
access.  The Peak and  Off-Peak  time periods for the  countries  listed
below are as specified in AT&T Tariff F.C.C. No. 1.



C

                                    Initial Period       Add'l Period

Country                             Peak    Off-Peak    Peak    Off-Peak
-------                           --------  --------  --------  --------
United Kingdom (including         $0.0363   $0.0363   $0.0121   $0.0121
the Channel Islands, England,
Isle of Man, Northern Ireland,
Scotland and Wales)

N
 .





















 .
N

Belgium                          $.1248    $.1248      $.0416    $.0416
Brazil                           $.1887    $.1887      $.0629    $.0629
China, People's
Republic of                      $.2844    $.2844      $.0948    $.0948
Denmark                          $.1248    $.1248      $.0416    $.0416
Finland                          $.1248    $.1248      $.0416    $.0416
France                           $.0945    $.0945      $.0315    $.0315
Germany, Federal
Republic of                      $.0945    $.0945      $.0315    $.0315
Hong Kong                        $.1500    $.1500      $.0500    $.0500
Italy                            $.1065    $.1065      $.0355    $.0355
Norway (including
Svalbard)                        $.1026    $.1026      $.0342    $.0342
Philippines                      $.1983    $.1983      $.0661    $.0661
Portugal (including
Azores and Madeira Islands)      $.1248    $.1248      $.0416    $.0416
Singapore, Republic of           $.1356    $.1356      $.0452    $.0452
Spain (including Balearic
Islands, Canary Islands,
Ceuta and Melilla)               $.1209    $.1209      $.0403    $.0403
Sweden                           $.0963    $.0963      $.0321    $.0321
Switzerland                      $.0963    $.0963      $.0321    $.0321
Taiwan                           $.1644    $.1644      $.0548    $.0548
Venezuela                        $.1695    $.1695      $.0565    $.0565



<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 22
Bridgewater, NJ  08807                            Cancels Original Page 22
Issued:  Iii                                               Effective:  Eee

7.E.1.(c)I.(iii)  Other Countries Rates (continued)

   (iv) Canada Rate Schedule - This schedule applies to Customer Dialed calls to
stations in Canada using switched access.

                                                       RATES
                -------------------------              -----
                          PEAK                          OFF-PEAK
                                          8AM-6PM 6PM-8AM

C
D
 .




 .
D

                    Initial       Each Add'l       Initial       Each Add'l
                   18 Seconds     6 Seconds      18 Seconds      6 Seconds
  Rate Mileage    or Fraction    or Fraction     or Fraction    or Fraction
  ------------    -----------    -----------     -----------    -----------
     1-4000         $0.0555        $0.0185         $0.0555        $0.0185









   (v) Mexico Rate Schedules - These schedules apply to Customer Dialed calls to
stations in Mexico using switched access.

    (I.)  Mexico  Schedule  1 Rates - The  following  rates are for calls to the
point of connection at the international boundary.

                                                       RATES
                -------------------------              -----
                                         PEAK OFF-PEAK
                                          7AM-7PM 7PM-7AM
                ---------                 ---------------
                    Initial       Each Add'l       Initial       Each Add'l
                   18 Seconds     6 Seconds      18 Seconds      6 Seconds
  Rate Mileage    or Fraction    or Fraction     or Fraction    or Fraction
  ------------    -----------    -----------     -----------    -----------
      1-10          $0.0000        $0.0000         $0.0000        $0.0000
     11-22          $0.0000        $0.0000         $0.0000        $0.0000
     23-55          $0.0000        $0.0000         $0.0000        $0.0000
     56-124         $0.0000        $0.0000         $0.0000        $0.0000
    125-292         $0.0000        $0.0000         $0.0000        $0.0000
    293-430         $0.0000        $0.0000         $0.0000        $0.0000
    431-925         $0.0000        $0.0000         $0.0000        $0.0000
    926-3000        $0.0000        $0.0000         $0.0000        $0.0000


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 23
Bridgewater, NJ  08807                            Cancels Original Page 23
Issued:  Iii                                               Effective:  Eee

7.E.1.(c)I.(v)  Mexico Rate Schedules (continued)

    (II.) Mexico  Schedule 2 Rates - The  following  rates apply to the Customer
Dialed Stations (DS) calls (as defined in Section  24.1.2.B.2.(a) of AT&T Tariff
F.C.C. No. 27) between the point of connection at the international boundary and
the locations in Mexico.  The Initial Period is 1 minute,  or fraction  thereof,
and the Additional Period is 1 minute, or fraction thereof.

C
C
C

                                                       RATES
                   -----------------------             -----
  RATE   CLASS OF                     PEAK RATE OFF-PEAK RATE
 TABLE    SERVICE                          IP AP IP AP
 -----    -------  ------                  -----------
  1-3       DS         $0.19          $0.14          $0.19        $0.14
  4-6       DS         $0.52          $0.39          $0.52        $0.39
  7-8       DS         $0.68          $0.50          $0.68        $0.50

   (vi)  Other  Countries  Rates - Dial  Stations using switched access.
The Peak and Off-Peak  time periods for the  countries  listed below are
as specified in AT&T Tariff F.C.C. No. 1.



C

N
 .




















 .
N

                                    Initial Period        Add'l Period

Country                               Peak Off-Peak       Peak Off-Peak
-------                           --  -------------   --  -------------
United Kingdom (including the     $.0555    $.0555    $.0185    $.0185
Channel Islands, England, Isle
of Man, Northern Ireland,
Scotland and Wales)
Belgium                          $.1392    $.1392      $.0464    $.0464
Brazil                           $.2031    $.1392      $.0677    $.0677
China, People's
Republic of                      $.2988    $.2988      $.0996    $.0996
Denmark                          $.1392    $.1392      $.0464    $.0464
Finland                          $.1392    $.1392      $.0464    $.0464
France                           $.1089    $.1089      $.0363    $.0363
Germany, Federal
Republic of                      $.1089    $.1089      $.0363    $.0363
Hong Kong                        $.1644    $.1644      $.0548    $.0548
Italy                            $.1209    $.1209      $.0403    $.0403
Norway (including
Svalbard)                        $.1122    $.1122      $.0374    $.0374
Philippines                      $.2127    $.2127      $.0709    $.0709
Portugal (including
Azores and Madeira Islands)      $.1392    $.1392      $.0464    $.0464
Singapore, Republic of           $.1500    $.1500      $.0500    $.0500
Spain (including Balearic
Islands, Canary Islands,
Ceuta and Melilla)               $.1353    $.1353      $.0451    $.0451
Sweden                           $.1107    $.1107      $.0369    $.0369
Switzerland                      $.1107    $.1107      $.0369    $.0369
Taiwan                           $.1788    $.1788      $.0596    $.0596
Venezuela                        $.1839    $.1839      $.0613    $.0613



<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 24
Bridgewater, NJ  08807                            Cancels Original Page 24
Issued:  Iii                                               Effective:  Eee

7.  Rates (continued)

T

 F.  AT&T  InterSpan  Frame  Relay   Service - Following  are  the  AT&T
InterSpan  Frame  Relay  Service  rates  that apply in lieu of the rates
specified in AT&T Tariff  F.C.C.  No. 4. The below rates are  stabilized
for the CT Term.

C
 .
















 .
C

    I.(a)                   Port Charges Table

                                               Additional
                                  Additional   Puerto  Rico/US

        Domestic                  Hawaii       Virgin Islands  Port
Port    Port                      Port         Port            Installa-
Speed   Monthly                   Monthly      Monthly         tion
kbps    Charge                    Charge       Charge          Charge
----    ------                    ------       ------          ------
  56    $  250.00                 $  500.00    $  500.00       $  500.00
  64    $  250.00                 $  575.00    $  575.00       $  575.00
 128    $  470.00                 $1,250.00    $1,250.00       $1,250.00
 192    $  520.00                 $2,060.00    $2,060.00       $2,060.00
 256    $  550.00                 $2,870.00    $2,870.00       $2,870.00
 320    $  760.00                 $3,530.00    $3,530.00       $3,530.00
 384    $  820.00                 $4,200.00    $4,200.00       $4,200.00
 448    $  950.00                 $4,720.00    $4,720.00       $4,720.00
 512    $1,040.00                 $5,250.00    $5,250.00       $5,250.00
 576    $1,170.00                 $5,590.00    $5,590.00       $5,590.00
 640    $1,230.00                 $5,930.00    $5,930.00       $5,930.00
 704    $1,270.00                 $6,280.00    $6,280.00       $6,280.00
 768    $1,300.00                 $6,620.00    $6,620.00       $6,620.00
1544    $2,090.00                 $7,170.00    $7,170.00       $7,170.00

N
 .

























 .
N

  (b)  Permanent Virtual Circuits - Domestic PVC Charges Table

----------------------------------------------------------
                  Asymmetrical            Symmetrical
  PVC CIR          PVC Monthly           PVC Monthly
   kbps              Charge                 Charge

----------------------------------------------------------
----------------------------------------------------------
4            $            4.88       $          9.27
----------------------------------------------------------
----------------------------------------------------------
8            $            6.21       $         11.38
----------------------------------------------------------
----------------------------------------------------------
16           $            8.43       $         16.02
----------------------------------------------------------
----------------------------------------------------------
32           $          16.86        $         32.03
----------------------------------------------------------
----------------------------------------------------------
48           $          25.29        $         48.05
----------------------------------------------------------
----------------------------------------------------------
56           $          33.72        $         64.06
----------------------------------------------------------
----------------------------------------------------------
64           $          33.72        $         64.06
----------------------------------------------------------
----------------------------------------------------------
128          $          67.44        $        128.13
----------------------------------------------------------
----------------------------------------------------------
192          $         101.15        $        192.19
----------------------------------------------------------
----------------------------------------------------------
256          $         134.87        $         256.25
----------------------------------------------------------
----------------------------------------------------------
320          $         168.59        $         320.32
----------------------------------------------------------
----------------------------------------------------------
384          $         202.31        $         384.38
----------------------------------------------------------
----------------------------------------------------------
448          $         236.03        $         448.45
----------------------------------------------------------
----------------------------------------------------------
512          $         269.74        $         512.51
----------------------------------------------------------
----------------------------------------------------------
576          $         303.46        $         576.58
----------------------------------------------------------
----------------------------------------------------------
640          $         337.18        $         640.64
----------------------------------------------------------
----------------------------------------------------------
704          $         370.90        $         704.70
----------------------------------------------------------
----------------------------------------------------------
768          $         404.61        $         768.77
----------------------------------------------------------
----------------------------------------------------------
832          $         438.33        $         832.83
----------------------------------------------------------
----------------------------------------------------------
896          $         472.05        $         896.90
----------------------------------------------------------
----------------------------------------------------------
960          $         505.77        $         960.96
----------------------------------------------------------
----------------------------------------------------------
1024         $         539.49        $        1025.02
----------------------------------------------------------
----------------------------------------------------------
1536         $         813.44        $        1545.54
----------------------------------------------------------

   Certain material previously found on this page can now be found on Page 24.0.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 24.0
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

T

7.F.I.(b)  Permanent Virtual Circuits(continued)

M
 .
    II. FRS Domestic Access Port Charges - When the service components specified
below are ordered together as a unit at the same location,  the Customer will be
billed the following in lieu of the individual service component charges:

   (b)  Domestic  Access Port (a Domestic  Access Port  consists of one Domestic
Port,  one  Access  Connection,  one  Digital  Local  Channel,  and  one  Access
Coordination Function).

 .
M
C

                              Domestic   Access  Port  Domestic   Access

Port

       Domestic   Access   Port   Monthly   Charge       Installation
Charge

            56/64 kbps               $424.16                   $800.00











































   Certain material on this page fornmerly appeared on Page 24.


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                               1st Revised Page 24.1
Bridgewater, NJ  08807                          Cancels Original Page 24.1
Issued:  Iii                                               Effective:  Eee

T

7.F.  AT&T InterSpan Frame Relay Service Rates (continued)

   III.  AT&T  International  End-to-End  (E2E) Frame Relay  Service (FRS) - The
charges for E2E FRS  consist of  Non-Recurring  Charges and Monthly  Charges for
Domestic Ports, Global Ports, Non-US Ports and E2E PVCs. An E2E FRS network must
contain at least one PVC  connecting  to a Domestic Port or a Global Port in the
US.

   A.  Non-US  Port - A Non-US  Port is  required  to  connect to an E2E
PVC in the international  locations  specified in Section  14.12.1.,  of
AT&T Tariff F.C.C. No. 4 as amended from time to time.

    1. Non-US Port Type I - Non-US Port Type I Ports are required to connect E2E
PVCs between  international  locations.  The following Monthly Recurring Charges
for Non-US Ports Type I will apply during the CT Term.

C

N
 .













 .
N

     (a)  Non-US Port Type I Recurring Charges Table:
Regions 6, 16, 26

      Port          Monthly        Monthly        Monthly

      Speed        Charges:       Charges:       Charges:
      kbps         Region 6       Region 16      Region 26
      ----         --------       ---------      ---------
    56/64        $  323.00      $  323.00      $  323.00
      128        $  538.00      $  538.00      $  538.00
      192        $  856.00      $  856.00      $  856.00
      256        $1,232.00      $1,232.00      $1,232.00
      384        $1,744.00      $1,744.00      $1,744.00
      512        $2,156.00      $2,156.00      $2,156.00
      768        $2,876.00      $2,876.00      $2,876.00
     1024        $3,424.00      $3,424.00      $3,424.00
     1536        $4,382.00      $4,382.00      $4,382.00
     1920        $5,478.00      $5,478.00      $5,478.00
     1984        $5,478.00      $5,478.00      $5,478.00
     2048        $5,478.00      $5,478.00      $5,478.00





<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                               1st Revised Page 24.2
Bridgewater, NJ  08807                          Cancels Original Page 24.2
Issued:  Iii                                               Effective:  Eee

T

7.F.III.A.  Non-US Port (continued)

   2.  Non-US  Port Type II -  Provides  connection  capability  within a single
country.  The following  Monthly Recurring Charges for Non-US Ports Type II will
apply during the CT Term.

     (a)  Non-US Port Type II Recurring Charges Table:  Region A

      Port          Monthly

      Speed         Charges

      kbps         Region A
      ----         --------
    56/64        $  306.00
      128        $  465.00
      192             N/A
      256        $  709.00
      384             N/A
      512        $1,052.00
      768             N/A
     1024        $1,626.00
     1536        $1,993.00
     1920        $1,993.00
     1984        $1,993.00
     2048        $1,993.00

   3. E2E PVC - An E2E PVC is an  end-to-end,  full channel  logical  connection
between  the  US  and  an  international   location,  or  between  international
locations.  E2E PVCs  are  available  only in a  two-way  configuration.  An E2E
two-way PVC  provides  full two-way  connectivity.  E2E PVCs may be connected to
Domestic  Ports or Global Ports in the US and to Non-US  Ports in  international
locations.

    (a) E2E PVC Recurring Charges - The following Recurring Monthly Charges will
apply for each 1-Way  portion of a 2-way E2E PVC as specified  in the  following
E2E PVC Recurring Charges Tables during the CT Term.

C

C

             E2E PVC Recurring Charges Table: Bands 1, 6, B

     E2E       1-Way E2E    1-Way E2E    1-Way E2E
     PVC      PVC Monthly  PVC Monthly  PVC Monthly
     CIR        Charges:     Charges:     Charges:

    kbps         Band 1       Band 6       Band B
    ----         ------       ------       ------
     4        $   30.00    $   645.00   $    16.00
     8        $   48.00    $   846.00   $    22.00
    16        $   73.00    $ 1,097.00   $    34.00
    24        $   98.00    $ 1,398.00   $    42.00
    32        $  123.00    $ 1,640.00   $    50.00
    48        $  153.00    $ 2,090.00   $    58.00
 56/64        $  196.00    $ 2,370.00   $    66.50
    96        $  256.00    $ 3,183.00   $   101.00
   128        $  267.00    $ 3,586.00   $   117.00
   192        $  306.00    $ 5,039.00   $   175.00
   256        $  367.00    $ 6,004.00   $   234.00
   384        $  514.00    $ 8,907.00   $   351.00
   512        $  685.00    $11,822.00   $   467.00


<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                               1st Revised Page 24.3
Bridgewater, NJ  08807                          Cancels Original Page 24.3
Issued:  Iii                                               Effective:  Eee

T

7.F.  Rates (continued)

   IV. Alaska PVC - An Alaska PVC is a logical connection to an Alaska location.
An Alaska PVC is a two-way  half  channel PVC that  connects  to a two-way  half
channel PVC furnished by another Carrier or  administration in Alaska to provide
full  two-way  connectivity.  An Alaska  PVC can be  connected  to a Global or a
Domestic Port.

 A. Alaska PVC Installation  Charges - The following  Installation  Charges will
apply for the installation of each Alaska PVC during the CT Term.

                                    Installation

                                     Charge
                                     ------
                    per PVC          $0.00

 B. Recurring  Charges - The following  Recurring Monthly Charges will apply for
each Alaska PVC, during the CT Term.

                            Alaska PVC Charges Table

                            Alaska                              Alaska
              -
                            Two-Way                             Two-Way
                            Half Channel                        Half Channel
                            PVC                                 PVC
                            Monthly                             Monthly
  PVC CIR                   Charge       PVC CIRkbps            Charge
                            ------              ----            ------
  kbps

      4                        $36.30       448                   $543.40
      8                        $49.50       512                   $620.95
     16                        $90.20       576                   $697.95
     32                       $180.95       640                   $776.05
     48                       $270.05       704                   $853.60
  56/64                       $315.70       768                   $931.15
    128                       $346.50       832                 $1,008.70
    192                       $351.45       896                 $1,086.25
    256                       $360.80       960                 $1,164.35
    320                       $451.00      1024                 $1,241.90
    384                       $465.30



<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 25
Bridgewater, NJ  08807                         Cancels 1st Revised Page 25
Issued:  Iii                                               Effective:  Eee

7.  Rates (continued)

T

C

 I. AT&T  Private  Line  Services - The  following  AT&T Private Line rates will
apply during the CT Term, in lieu of those  specified in AT&T Tariff F.C.C.  No.
9, as amended from time to time.

  1.  ACCUNET Spectrum of Digital Services

   (a)  Inter Office Channel

                                                  MONTHLY CHARGES
                          Mileage                   PER CHANNEL
                                                -------------------
                           Band       USOC      Fixed     Per Mile
                          -------     ----      -----     ---------
 - per 9.6 kbps IOC         1+        1LNVX     $230.00     $0.29
 - per 56/64 kbps IOC       1+        1LNVX     $230.00     $0.29

  2.  AT&T ACCUNET T1.5 Service

   (a)  Inter Office Channel

                                                  MONTHLY CHARGES
                          Mileage                   PER CHANNEL
                                                -------------------
                           Band       USOC        Fixed     Per Mile
                          -------     ----        -----     ---------
 - per 1.5 Mbps IOC         1+        1LNVX     $3,500.00    $3.95

N
 .




 .
N

   (b) Beginning in month 19 following  CISD, the following  rates apply for new
T1 IOC's installed.

                                                 MONTHLY CHARGES
                          Mileage                   PER CHANNEL
                                                -------------------
                           Band        USOC      Fixed     Per Mile
                          -------      ----      -----     ---------
 - per 1.5 Mbps IOC       0-100 miles  1LNVS    $  433.33    $0.00
                          100+ miles            $    0.00    $4.33

N
 .









 .
N

   (c)  Office Functions

    1.  Network Protection Capability (NPC) - The      following      is
stabilized for the duration of the CT Term.


                                     Monthly

                    USOC             Charge

 - per Protected    APZNP     0.50 x the non-discounted
   Channel                    Monthly AT&T ACCUNET T1.5 Service set
                              forth in Section 7.I.2.(a), preceding.

N
 .





 .
N

  3.  AT&T ACCUNET T45 Service

   (a)  Inter Office Channel

                                                  MONTHLY CHARGES
                          Mileage                   PER CHANNEL
                                                -------------------
                           Band       USOC        Fixed     Per Mile
                          -------     ----        -----     ---------
 - per ACCUNET T45 IOC    0-100 miles  1LNVX     $4,417.14     $00.00
                          100+ miles             $    0.00     $44.17



<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 26
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

                ** All material on this page is new. **

7.  Rates (continued)

 H.  AT&T Concert VNS

  1. The following rate elements apply to calls from a station in the designated
foreign  country/area  with  dedicated  access.  The  Initial  Period  (IP) is 6
seconds,  or fraction  thereof,  and the Additional  Period (AP) is 1 second, or
fraction thereof.

Schedule  B - This  schedule  applies to on-net calls  originating  from
dedicated  access  locations in the designated  foreign  country/area to
the U.S.  Mainland,  Hawaii,  Puerto Rico and the U.S.  Virgin  Islands.
The Peak and  Off-Peak  rate  periods  are as  specified  in AT&T Tariff
F.C.C. No. 1, as amended from time to time.

                               Initial Period          Additional Period

Country                    Peak        Off-Peak        Peak      Off-Peak
-------                  --------      --------      --------    --------
United Kingdom            $0.0121      $0.0121       $0.0020     $0.0020

  2. The following rate elements apply to calls from a station in the designated
foreign  country/area  with  switched  access.  The  Initial  Period  (IP) is 18
seconds,  or fraction  thereof,  and the Additional  Period (AP) is 1 second, or
fraction thereof.

Schedule  C - This  schedule  applies to on-net calls  originating  from
switched  access  locations in the designated  foreign  country/area  to
the U.S.  Mainland,  Hawaii,  Puerto Rico and the U.S.  Virgin  Islands.
The Peak and  Off-Peak  rate  periods  are as  specified  in AT&T Tariff
F.C.C. No. 1, as amended from time to time.

                               Initial Period          Additional Period

Country                    Peak        Off-Peak        Peak      Off-Peak

United Kingdom            $0.0555      $0.0555       $0.0030     $0.0030



<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 27
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

                  ** All material on this page is new. **

7.  Rates (continued)

 I.  AT&T Conference Services

  1.  AT&T  Audio-Teleconference  Bridge  Service  -  The  following  rates  are
stabilized for the CT Term.

------------------------------------------------------------------------
Call Types                         Price/Min

------------------------------------------------------------------------

AT&T DIAL-OUT/OPERATOR
------------------------------------------------------------------------
ASSISTED CONFERENCE CALLS
------------------------------------------------------------------------
Bridge Port Usage Charge           $.17
Conference Leg Usage Charge        $.10

MEET ME/OPERATOR ASSISTED
BRIDGE ARRANGEMENT
OPTION 2/800
Bridge Port Usage Charge           $.16
Conference Leg Usage Charge        $.05

------------------------------------------------------------------------
Call Types                       Price/Min

------------------------------------------------------------------------

MEET ME/AUTOMATED ACCESS
BRIDGE ARRANGEMENT
OPTION 2/800
Bridge Port Usage Charge           $.12
Conference Leg Usage Charge        $.05

MEET ME/AUTOMATED ACCESS
BRIDGE ARRANGEMENT
OPTION 2/800- Reservationless
Bridge Port Usage Charge           $.12
Conference Leg Usage Charge        $.05

MEET ME/OPERATOR ASSISTED
BRIDGE ARRANGEMENT
OPTION 3/CALLER PAID
Bridge Port Usage Charge           $.16

MEET ME/AUTOMATED ACCESS
BRIDGE ARRANGEMENT
OPTION 3/CALLER PAID
Bridge Port Usage Charge           $.12

MEET ME/AUTOMATED ACCESS
BRIDGE ARRANGEMENT
OPTION 3/CALLER PAID-Reservationless
Bridge Port Usage Charge           $.12



<PAGE>


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                    Original Page 28
Bridgewater, NJ  08807
Issued:  Iii                                               Effective:  Eee

                  ** All material on this page is new. **

7.I.  AT&T Conference Services (continued)

  2. AT&T Event TeleConference  Service - The following rates are stabilized for
the CT Term.

       Call Type                   Price Per Port

   Dial In/Dial Out                Minute of use
   ----------------                -------------
       Domestic                        $0.58

       Call Type                   Price Per Port

   Dial In/Dial Out                Minute of use
   ----------------                -------------
     International                     $0.50

                                   Price Per Port

       Call Type                   Minute of use
       ---------                   -------------
   Meet-Me Option 3                    $0.50








<PAGE>

Exhibit 10.25

                       Network Services Agreement

      This NETWORK  SERVICES  AGREEMENT  (including  any  schedules and exhibits
hereto,  the  "Agreement")  is  made  and  entered  into  as of 1  October  2000
("Effective  Date"),  by and between  Quantitude,  Inc., a Delaware  corporation
("Quantitude"), and Galileo International,  L.L.C., a Delaware limited liability
company  ("Customer").  Quantitude is a provider of enhanced private  networking
services. As of the Effective Date,  Quantitude is a wholly-owned  subsidiary of
Customer.  Quantitude and Customer are sometimes collectively referred to herein
as the "Parties" or individually as a "Party".

                                   Recitals

   A. Customer  has agreed to transfer to  Quantitude  substantially  all of the
      assets  utilized in the  operation  of its  telecommunications  network in
      connection with a separation of Customer's  electronic global distribution
      business from its network operations.

   B. Quantitude  may utilize  such  assets to perform  its  obligations
      under this Agreement.

Therefore, the Parties agree as follows:

1.    SERVICE

      1.1   Scope.  Customer shall purchase,  and Quantitude shall provide,  the
            telecommunications   services   specified   on   Schedule  1  hereto
            (collectively,  the  "Services")  under the terms and conditions set
            forth in this Agreement.

      1.2   Commencement of Services.  Quantitude  shall commence  providing the
            Services on or before the date of this Agreement (or, in the case of
            Services  being  phased-in over a period of time, the dates on which
            each of the Services set forth on Schedule 1 is  implemented)  (each
            such  date,  a  "Commencement  Date" with  respect to the  pertinent
            Services to which such date  applies).  Quantitude's  obligation  to
            commence  providing the Services shall be subject to the requirement
            that  Customer,  at  Customer's  expense,  shall  take  all  actions
            reasonably   deemed   necessary  by  Quantitude  to  facilitate  the
            commencement of the Services.

      1.3   Quality  of  Service.   The  parties'  agreement  concerning
            --------------------
            quality of Services are set forth in Schedule 3.

      1.4   Maintenance. Quantitude reserves the right to perform any routine or
            emergency   maintenance   work  that  may  limit  or   suspend   the
            availability  in  whole  or in part  of the  Services  at any  time,
            provided such maintenance work is, to the extent possible, performed
            in a manner  and at a time  that  will  minimize  disruption  to the
            Services.  Quantitude  shall provide  reasonable prior electronic or
            other notice of any scheduled routine  maintenance  activities.  The
            suspension of the  availability  of any of the Services  pursuant to
            this Section  shall not be deemed to be a violation by Quantitude of
            any of its obligations under this Agreement.

2.    CHARGES AND PAYMENT

      2.1   Charges  and  Payment   Obligation.   The  charges  for  the
            ----------------------------------
            Services   are  set  forth  on   Schedule   2  hereto   (the
            "Charges").  Customer  shall pay  Quantitude for Services in
            accordance  with  this  Agreement  and  Schedule  2  without
            deduction  or  setoff.  All  payments  shall be made in U.S.
            dollars.

      2.2   Payment Procedure.  Quantitude shall invoice Customer in advance for
            all monthly  recurring  Charges for the  Services and in arrears for
            monthly non-recurring Charges.  Installation and set-up charges will
            be   invoiced   upon   completion   (except   where   eligible   for
            capitalization  as provided in Schedule 2).  Amounts  stated on each
            invoice are due and  payable  thirty (30) days after the date of the
            invoice ("Due Date").  Undisputed charges that Customer fails to pay
            by the Due Date are subject to interest at the maximum  rate allowed
            by law, not to exceed one and  one-half  percent (1 1/2%) per month.
            If Customer,  under  Section  2.5,  disputes and does not timely pay
            certain  Charges  that are  later  demonstrated  to be  valid,  such
            Charges  shall also be  subject  to  interest  at the  maximum  rate
            allowed by law, not to exceed one and one-half  percent (1 1/2%) per
            month, from the Date Due until paid by Customer.

      2.3   Taxes.  Charges are exclusive of any applicable  taxes.  Customer is
            responsible for all international,  federal,  state and local sales,
            use and  excise  and  other  taxes  and  fees  arising  out of or in
            connection  with  this  Agreement  that are  imposed  by any  taxing
            authority, governmental agency, or similar entities.

      2.4   Pass Through  Items and Other  Expenses.  Quantitude  shall have the
            right at any time during the term of this  Agreement to pass through
            and invoice to  Customer  any  existing,  new,  or  increased  fees,
            assessments,  taxes,  or other  charges  imposed  on,  required,  or
            allowed to be collected by  Quantitude  by any  governmental  agency
            (the  "Expenses").  If any Expenses  relate to services  provided to
            both  Customer  and another  customer or  customers  of  Quantitude,
            Quantitude  shall in good faith  apportion  such  Expenses  pro rata
            between Customer and such other affected customer or customers.

      2.5   Disputed Charges.  All disputes or requests for billing  adjustments
            must be in writing and submitted with payment of undisputed  amounts
            due, or  alternatively,  if Customer  has paid an invoice  amount in
            full, Customer shall have fifteen (15) days from the date of invoice
            to give notice of a dispute regarding amounts invoiced therein.  Any
            amounts that are  determined  by Quantitude to be in error or not in
            compliance  with this Agreement will be adjusted on the next month's
            invoice.  Any disputed  amounts that  reasonably,  in good faith and
            supported by reasonable documentation are deemed by Quantitude to be
            correct as billed and in compliance with this Agreement, will be due
            and payable by Customer, upon notification and demand by Quantitude.
            Any disputed  amount that is determined  via the dispute  resolution
            procedures  specified  in this  Agreement  to have been  withheld or
            collected in error shall be paid to the appropriate party along with
            late payment  interest  charges pursuant to Section 2.3 from the due
            date until paid.  Disputes will not be a cause for Customer to delay
            payment of any undisputed balance.

      2.6   Customer  Deposit.  Prior to the  Commencement  Date,  or at
            -----------------
            any other time,  Quantitude  reserves the right to request a
            deposit or pre-payment of up to a month's Charges.

2.7   Rate  Review.  Beginning  in *** and  continuing  every  *** years
------------------
            thereafter  throughout the term of this Agreement,  Customer
            and  Quantitude  shall conduct a joint review of the Charges
            (as  described  in Schedule 2 "Charges")  applicable  to the
            Services to determine the  appropriateness  of the aggregate
            Charges for the Services (taken as a whole) for the next
            ***  -year  period  in  light  of  then-current  technology,
            regulatory  requirements,  and marketplace  conditions.  (In
            making such  determination,  only prospective  Charges shall
            be  considered;  Charges  applicable  to prior  periods  are
            deemed    irrelevant    and   will   not   be   taken   into
            consideration.)  If by July 15 th,  Customer and  Quantitude
            are unable to agree

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>


             upon the Charges for the  Services  for the next *** -year  period,
            then each party shall prepare an analysis and provide  documentation
            (e.g.,  bids from other network services  providers)  supporting its
            good  faith  determination  of  the  then-current  market  rate  for
            providing  like Services  (i.e.,  equivalent  scope,  functionality,
            performance  attributes,  service levels,  management  capabilities,
            equipment, etc.) and submit it to arbitration in accordance with the
            following  procedure.  Not later than August  1st,  each party shall
            appoint  one  independent  arbitrator  who shall have  expertise  in
            international   telecommunications  services  and  prices.  The  two
            arbitrators so appointed shall by August 15th propose to the Parties
            of list of three potential arbitrator  candidates with international
            telecommunications expertise. Customer shall within five days notify
            the arbitrators  and Quantitude  which candidate it elects to strike
            from the list;  then  Quantitude  shall  have five  additional  days
            within which to notify the  arbitrators and Customer which candidate
            it elects to strike from the list; and the remaining candidate shall
            be the third arbitrator.  Each of the Parties shall promptly provide
            the three  arbitrators with a copy of each party's pricing analysis.
            Taking  into  account  whatever  factors  they  deem  relevant,  the
            arbitrators  shall  determine,  by no  later  than  September  30th,
            whether  Quantitude's  or Customer's  analysis taken as a whole more
            closely  reflects the applicable  market rate for the Services.  The
            decision of the majority of the three  arbitrators  shall be binding
            upon the  parties.  The party whose  analysis is not selected by the
            arbitrators  shall bear the entire cost of the  arbitration.  Should
            either party fail to appoint an  arbitrator  within the  appropriate
            time period,  the arbitrator  appointed by the other party shall act
            alone to make the  determination,  and  such  arbitrator's  decision
            shall  be  binding  on  the  parties.  Nothing  herein  shall  limit
            Quantitude's  ability to pass-through  increased  fees,  charges and
            taxes under Sections 2.3 and 2.4 of the Agreement.

3.    TERM

      This Agreement is effective and the Parties' obligations commence upon the
      Effective  Date and  continue in effect  until 30  September  ***,  unless
      sooner terminated as provided in this Agreement.

4.    CUSTOMER RESPONSIBILITIES

      In  addition  to  Customer's   responsibilities  as  expressly  set  forth
      elsewhere  in  this  Agreement,  Customer  shall  be  responsible  for the
      following:

      4.1   Cooperation.  Customer  shall  cooperate  with  Quantitude by making
            available,   as  requested  by  Quantitude,   any  assistance   that
            Quantitude  reasonably deems necessary to accomplish its obligations
            and  responsibilities  hereunder,   including,  without  limitation,
            providing such access to Customer's  and/or Users'  facilities as is
            necessary to enable Quantitude to perform its obligations under this
            Agreement. (For the purposes of this Agreement,  "User" means anyone
            whom  Customer  allows by action or  omission  to use or access  any
            Service, including, without limitation, Customer's affiliates.)

      4.2   Hazards,  Etc. Upon notice from Quantitude,  Customer promptly shall
            eliminate any hazard, interference, service obstruction or violation
            of the AUP  (defined  below) that any  hardware or software  used by
            Customer  is  causing,  or  likely to cause.  If  Customer  requests
            Quantitude  to assist it in  removing  any hazard,  interference  or
            service  obstruction  that  Customer  Materials  are causing,  or is
            likely to cause,  Quantitude  may, but is not required to, assist in
            such removal.  The charges for  Quantitude's  services in connection
            with such assistance  shall be at rates  determined by Quantitude at
            the time such  services  are  requested  and  payment  with  respect
            thereto shall be made in accordance with Section 2 hereto.

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>


      4.3   Protection of Property.  Customer shall at all times use due care to
            prevent  damage to  Quantitude's  property and the property of third
            parties.  If any such  property  is damaged by an act or omission of
            Customer  (or  any  of its  employees,  agents  or  subcontractors),
            Customer  shall  promptly and  equitably  reimburse the owner of the
            damaged  property for the damage or repair,  or otherwise  make good
            the same to the owner's  satisfaction.  If Customer  fails to do so,
            Quantitude  may  reimburse  the  owner of any  property  damaged  by
            Customer and recover the costs thereof from Customer. This provision
            shall not be construed to relieve  Customer of, or limit  Customer's
            liability  under,  any other provision of this Agreement for loss or
            destruction of, or damage to, any property.

      4.4   Security.  Customer  shall be solely  responsible  for selection and
            administration  of the security  products  necessary to restrict and
            monitor access to its systems,  including all components  within its
            internal network,  which shall include access approval on the border
            routers and all routers within Customer's  internal network,  at all
            Customer and User  locations.  Customer will also be responsible for
            controlling  access into its  internal  network  from all  untrusted
            entities,  including  the  Internet.  Quantitude  will  maintain and
            oversee the operation of its network  components  located within the
            Customer's  internal  network.  Quantitude  will be responsible  for
            ensuring  that its  network is secure from  unauthorized  access and
            ensure  that  user  sessions  may be  established  only  via  proper
            validation and authority levels.

4.5         Compliance with Laws. In its performance of this Agreement, Customer
            shall fully comply with all applicable federal,  state and local and
            international laws.

4.6   Exclusivity. ***
-----------------

5.    PROPERTY RIGHTS; LICENSE

      5.1   Property Rights and Usage.  Customer  acknowledges  that,  following
            transfer of  Customer's  network  assets to  Quantitude,  all of the
            property and all other materials, including, but not limited to, any
            computer  software  (in object code and source  code form),  script,
            programming  code,  data,  information  or HTML script  developed or
            provided by  Quantitude  or its  suppliers in  connection  with this
            Agreement  (together  "Quantitude  Property"),  including,  but  not
            limited to, any trade secrets, know-how, methodologies and processes
            related to the  Services,  as the case may be, shall be the sole and
            exclusive  property of Quantitude or its suppliers,  as the case may
            be, and all copyrights,  trademarks, patents, trade secrets, and any
            other proprietary  rights inherent therein and appurtenant  thereto.
            Customer may use  Quantitude  Property only in  connection  with the
            purposes of this Agreement.

      5.2   Grant of License.  Quantitude  hereby  grants  Customer  and Users a
            limited, non-exclusive,  non-transferable,  revocable license to use
            the Services during the term of this Agreement pursuant to the terms
            hereof. All rights with respect to the Services,  including, but not
            limited to,  intellectual  property or similar  rights with  respect
            thereto,  belong exclusively to Quantitude,  whether or not they are
            embedded in any of the Services.

      5.3   Limitations   on  License.   The  grant  of  the   foregoing
            -------------------------
            license  shall not  entitle  or in any way be  construed  to
            entitle Customer to (i) use Quantitude's  trademarks,  trade
            names,

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>


       copyrighted material, service marks, logos or other intellectual property
      in connection with Customer's sales,  advertisements  and promotion of the
      Services,  except in materials  provided (or approved in writing  prior to
      Customer's  use thereof) by Quantitude;  (ii)  distribute or resell any of
      the Services (except as otherwise  agreed),  including any distribution or
      resale that is in  violation  of any statute or rule,  including,  but not
      limited  to,  any  United  States  government  export  restriction;  (iii)
      sublicense or assign any of  Customer's  rights under this  Agreement;  or
      (iv)  make any  agreement  or incur  any  liability  for or on  behalf  of
      Quantitude.

6.    CONFIDENTIALITY

      6.1.  Confidential  Information.  Except  as  otherwise  provided  in this
            Agreement,  information  gathered  or  compiled  by  Quantitude  for
            Customer is proprietary to Customer and Quantitude may not sell such
            information to other Persons. In addition, the following information
            is Confidential Information, whether acquired under or in connection
            with this Agreement or obtained in connection with the  relationship
            of Customer and Quantitude before the Effective Date:

            6.1.1.      Information   relating  to  the  other   Party's
                  business,     customers,      financial     condition,
                  performance,   or  operations  that  the  other  Party
                  treats as confidential or proprietary.

            6.1.2.      The terms and  conditions of this  Agreement and
                  all  pricing,  charges,  fees,  credits,  and invoices
                  connected with this Agreement.

            6.1.3.      Information  concerning  any  breach  under,  or
                  any dispute regarding, this Agreement.

            6.1.4.      Information    that    is    the    confidential
                  information  of  a  third  party  and  disclosed  to a
                  Party subject to an obligation of confidentiality.

            6.1.5.Any other  information,  whether in a tangible  medium or oral
                  and whether  proprietary  to the other  Party or not,  that is
                  marked  or   clearly   identified   by  the  other   Party  as
                  confidential or proprietary.

            6.1.6.      The other Party's trade secrets.

            6.1.7.The Parties' conduct,  decisions,  documents, and negotiations
                  as  part  of,  and  the  status  of,  any  dispute  resolution
                  proceedings under the dispute resolution  procedures specified
                  herein.

      6.2.  Excluded  Information.  The  following  information  is  not
            ---------------------
            considered  Confidential  Information to the extent that the
            information:

            6.2.1.      Is or becomes  publicly  available  or available
                  in the  industry  other than as a result of any breach
                  of this Agreement or of any other duty of that Party;

            6.2.2.Is or becomes  available to that Party from a source that,  to
                  that  Party's  knowledge,  is lawfully in  possession  of that
                  information  and is not subject to a duty of  confidentiality,
                  whether to the other Party or another Person, violated by that
                  disclosure; or

            6.2.3.      Is  independently  developed  without  reference
                  to the Confidential Information.

      6.3.  Use Of Confidential  Information.  Except as expressly  permitted by
            this  Agreement,  all  Confidential  Information  shall  be held and
            protected by the  recipient in strict  confidence,  shall be used by
            the recipient only as required to render  performance or to exercise
            rights and remedies under this Agreement, and shall not be disclosed
            to any other Person.
<PAGE>

      6.4.  Standard  Of Care.  Each Party shall use at least the same degree of
            care  in  maintaining  the   confidentiality   of  the  Confidential
            Information  as that Party uses with respect to its own  proprietary
            or  confidential  information,  and in no event less than reasonable
            care.

      6.5.  Permitted Disclosures. A Party may disclose Confidential Information
            to  its  officers,  directors,   employees,  legal  representatives,
            accountants,  or tax advisors,  on a need-to-know basis, in order to
            give  effect to this  Agreement.  Each Party must  inform  each such
            Person to whom any  Confidential  Information is so  communicated of
            the duty of  confidentiality  regarding that information  under this
            Agreement  and impose on that Person the  obligation  to comply with
            this Section 6 regarding the Confidential Information.

      6.6.  Required    Disclosures.    Each    Party    may    disclose
            -----------------------
            Confidential  Information  in  response  to  a  request  for
            disclosure  by a court or  another  Governmental  Authority,
            including  a  subpoena,   court  order,   or   audit-related
            request by a taxing authority, if that Party:

            6.6.1.      Promptly  notifies  the other Party of the terms
                  and the circumstances of that request;

            6.6.2.      Consults  with the other Party,  and  cooperates
                  with the other Party's  reasonable  requests to resist
                  or narrow that request;

            6.6.3.      Furnishes only  information  that,  according to
                  written  advice  (which  need not be a legal  opinion)
                  of  its  legal   counsel,   that   Party  is   legally
                  compelled to disclose; and

            6.6.4.      Uses  reasonable  efforts  to obtain an order or
                  other reliable  assurance that confidential  treatment
                  will be accorded the information disclosed.

            A Party  need  not  comply  with  these  conditions  to  disclosure,
            however, to the extent that the request or order of the governmental
            authority  in effect  prohibits  that  compliance.  A Party may also
            disclose  Confidential  Information  without  complying  with  these
            conditions  to the  extent  that  the  Party  is  otherwise  legally
            obligated to do so  (including  for the  purposes of complying  with
            applicable securities laws), as confirmed by advice of competent and
            knowledgeable  legal counsel. In the event that either Party, in the
            opinion of its  counsel,  is  required to  disclose  this  Agreement
            pursuant to applicable federal securities laws or regulations,  such
            disclosing  Party  shall give the  non-disclosing  Party  reasonable
            notice of such  requirement  and  opportunity  to  request  that the
            disclosing Party seek confidential treatment for those provisions of
            this Agreement which the  non-disclosing  Party requests be redacted
            prior  to any such  disclosure.  The  disclosing  Party  shall  make
            reasonable  efforts to obtain  such  confidential  treatment  to the
            extent permitted by such applicable laws or regulations.  Further, a
            Party may disclose Confidential Information,  without complying with
            these   conditions,   (i)  in   connection   with  a  tax  audit  to
            representatives  of a taxing  authority or (ii) in connection with a
            tax  contest in which that Party uses  reasonable  efforts to assure
            that  confidential   treatment  will  be  accorded  the  information
            disclosed.

      6.7.  Title To Information.  The Confidential Information disclosed by one
            Party to the other Party shall remain the property of the disclosing
            Party, and nothing in this Section 6 grants or confers any ownership
            rights in any of that information to the other Party.

      6.9.  Irreparable  Harm.  The Parties  acknowledge  that any disclosure or
            misappropriation  of  Confidential  Information in violation of this
            Agreement could cause  irreparable  harm, the amount of which may be
            extremely difficult to estimate, thus making any remedy at law or in
            damages inadequate. Each Party therefore agrees that the other Party
            shall have the right to apply to any court of competent jurisdiction
            for a  temporary  or  provisional  order  restraining  any breach or
            impending  breach of this Section 6. This right shall be in addition
            to any other remedy available under this Agreement.
<PAGE>

7.    REPRESENTATIONS AND WARRANTIES

      QUANTITUDE  PROVIDES THE  SERVICES "AS IS," WITHOUT  WARRANTY OF ANY KIND,
      WHETHER EXPRESS OR IMPLIED.  QUANTITUDE  DISCLAIMS ALL IMPLIED WARRANTIES,
      INCLUDING,  BUT NOT LIMITED TO, IMPLIED  WARRANTIES OF  MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR  PURPOSE, OR ANY WARRANTY ARISING OUT OF USAGE OF
      TRADE,  COURSE OF  DEALING  OR COURSE OF  PERFORMANCE.  CUSTOMER  SHALL BE
      SOLELY RESPONSIBLE FOR THE SELECTION,  USE AND SUITABILITY OF THE SERVICES
      AND  QUANTITUDE  SHALL HAVE NO LIABILITY  THEREFORE.  QUANTITUDE  DOES NOT
      WARRANT THAT THE SERVICES WILL BE  UNINTERRUPTED OR ERROR-FREE OR THAT THE
      SERVICES WILL MEET CUSTOMER'S  REQUIREMENTS OR PREVENT UNAUTHORIZED ACCESS
      BY THIRD PARTIES.

8.    INDEMNITIES

      8.1   Indemnification.  Each Party (the  "Indemnifying  Party")  agrees to
            indemnify,  defend and hold  harmless the other  Party,  each of the
            other Party's  affiliates  and the officers,  directors,  employees,
            agents, successors and assigns (each an "Indemnified Party") against
            any  losses,  claims,  damages,  liabilities,   penalties,  actions,
            proceedings,  or  judgments  (collectively  "Losses")  to  which  an
            Indemnified  Party may become  subject and which Losses result from,
            arise out of, or relate to:

            8.1.1 the death or bodily  injury of any agent,  employee,  business
                  invitee,  or business  visitor or other  person  caused by the
                  gross  negligence or willful  misconduct  of the  Indemnifying
                  Party; and

            8.1.2 the  damage,  loss or  destruction  of any  real  or  tangible
                  personal property of the Indemnified Party caused by the gross
                  negligence or willful misconduct of the Indemnifying Party.

      8.2   Additional Indemnities.
            ----------------------

            8.2.1 Customer further agrees to indemnify, defend and hold harmless
                  each Quantitude and its  Indemnified  Parties from any and all
                  Losses and threatened  Losses resulting from,  arising out of,
                  or relating to use of the Services by Customer or a User.

            8.2.2 Quantitude   shall  indemnify,   defend,   and  hold  harmless
                  Customer's Indemnified Parties from and against Losses (except
                  as  described  below in this  Section  8.2.2.2)  that arise or
                  accrue on or after the Effective Date resulting from,  arising
                  out of, or relating to Customer's  serving as the  contracting
                  party under the Telecoms Agreements. Those Losses shall:

                  8.2.2.1 Include any losses, costs, taxes, claims, liabilities,
                        damages,  or causes of action arising from or related to
                        the   obligations   of  payment   (including  any  fees,
                        penalties,  or interest for late payment or nonpayment),
                        indemnification  obligations,  and obligations resulting
                        from the failure to meet the  financial  minimums  under
                        the Telecoms Agreements.
<PAGE>

                  8.2.2.2 Exclude any losses or damages of the kind described in
                        Subsection  8.2.2.1 related to the services  consumed by
                        Customer  and  its  Affiliates   other  than  Quantitude
                        (except  for  any  amount  paid  by  Customer   and  its
                        Affiliates  to  Quantitude  for  services   consumed  by
                        Customer and its Affiliates other than Quantitude).

      8.3   Indemnification  Procedures.  With  respect  to  third-party
            ---------------------------
            claims, the following procedures shall apply:

            8.3.1 Promptly  after  receipt of notice by any entity  entitled  to
                  indemnification under Sections 8.1 and 8.2 of the commencement
                  or   threatened   commencement   of   any   civil,   criminal,
                  administrative,   or   investigative   action  or   proceeding
                  involving  a claim in respect of which the  Indemnified  Party
                  will  seek   indemnification   under   this   Agreement,   the
                  Indemnified Party shall notify the Indemnifying  Party of such
                  claim in  writing.  No failure  to so notify the  Indemnifying
                  Party shall relieve it of its obligations under this Agreement
                  except  to  the  extent  that  it  can   demonstrate   damages
                  attributable  to such failure.  Within ten (10) days following
                  receipt of written notice from the Indemnified  Party relating
                  to  any  claim,  the  Indemnifying   Party  shall  notify  the
                  Indemnified Party in writing if the Indemnifying  Party elects
                  to assume  control of the defense and settlement of that claim
                  (a "Notice of Election").

            8.3.2 If the  Indemnifying  Party  delivers  a  Notice  of  Election
                  relating to any claim within the required  notice period,  the
                  Indemnifying Party shall be entitled to have sole control over
                  the defense and  settlement  of such claim;  provided that (i)
                  the Indemnified  Party shall be entitled to participate in the
                  defense of such claim and to employ counsel at its own expense
                  to  assist  in the  handling  of  such  claim,  and  (ii)  the
                  Indemnifying  Party shall obtain the prior written approval of
                  the  Indemnified  Party before entering into any settlement of
                  such claim or ceasing to defend against such claim.  After the
                  Indemnifying Party has delivered a Notice of Election relating
                  to any claim in accordance with the preceding  paragraph,  the
                  Indemnifying  Party  shall not be  liable  to the  Indemnified
                  Party for any legal expenses incurred by the Indemnified Party
                  in connection with the defense of that claim. In addition, the
                  Indemnifying  Party  shall not be required  to  indemnify  the
                  Indemnified  Party  for  any  amount  paid or  payable  by the
                  Indemnified Party in the settlement of any claim for which the
                  Indemnifying  Party has  delivered a timely Notice of Election
                  if such amount was agreed to without  the  written  consent of
                  the Indemnifying Party.

            8.3.3 If the  Indemnifying  Party  does  not  deliver  a  Notice  of
                  Election  relating  to any claim  within the  required  notice
                  period,  the Indemnified  Party shall have the right to defend
                  the claim in such  manner as it may deem  appropriate,  at the
                  cost and expense of the  Indemnifying  Party. The Indemnifying
                  Party shall promptly  reimburse the Indemnified  Party for all
                  such costs and expenses.
<PAGE>

9.    LIMITATIONS ON LIABILITY

      The Parties acknowledge that the limitations set forth in this Section are
      integral  to  the  amount  of  Charges  levied  in  connection  with  this
      Agreement, and that, were Quantitude to assume any further liability other
      than  as  set  forth  herein,  such  Charges  would  of  necessity  be set
      substantially higher. Quantitude does not monitor or exercise control over
      the content of the information transmitted through its facilities.  USE OF
      THE  SERVICES  OR ANY  INFORMATION  THAT MAY BE OBTAINED  THEREFROM  IS AT
      CUSTOMER'S OWN RISK.  QUANTITUDE SHALL HAVE NO RESPONSIBILITY OR LIABILITY
      FOR THE ACCURACY OR QUALITY OF INFORMATION  OBTAINED THROUGH ITS SERVICES.
      NEITHER  PARTY  SHALL BE  LIABLE  TO THE OTHER  PARTY  WHATSOEVER  FOR ANY
      INDIRECT,  INCIDENTAL,   CONSEQUENTIAL,   PUNITIVE,  OR  SPECIAL  DAMAGES,
      INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF REVENUE, OR LOSS OF
      BUSINESS  SUFFERED  BY A PARTY,  ITS  ASSIGNEE OR OTHER  TRANSFEREE.  THIS
      PROVISION  APPLIES  EVEN  IF  A  PARTY  IS  INFORMED  IN  ADVANCE  OF  THE
      POSSIBILITY OF SUCH DAMAGES.  QUANTITUDE  SHALL ALSO NOT BE LIABLE FOR ANY
      LOSS  OF  DATA  RESULTING  FROM  UPDATES  MADE  TO  THE  SYSTEMS,  DELAYS,
      NONDELIVERIES,  MISDELIVERIES  OR SERVICE  INTERRUPTIONS OR FOR ANY DELAY,
      DEFECTS,  FAILURE OF PERFORMANCE,  OR INTERRUPTION OF THE PROVISION OF THE
      SERVICES TO  CUSTOMER;  OR FOR ANY  DAMAGES  ARISING OUT OF OR RELATING TO
      INTEROPERABILITY,    INTERACTION,   OR   INTERCONNECTION   PROBLEMS   WITH
      APPLICATIONS,  OR  EQUIPMENT  PROVIDED BY CUSTOMER OR THIRD  PARTIES.  The
      limitations of liability  afforded a Party in this  Agreement  shall apply
      (i) whether the action in which recovery is sought is based in contract or
      tort  (including,  but not limited to,  negligence  or strict  liability),
      under a  statute  or rule or  otherwise  and (ii)  notwithstanding  that a
      limited  liability  party is alleged to be liable jointly with one or more
      parties or otherwise. This provision is not meant to limit Quantitude's or
      Customer's respective obligations under Sections 2 and 8 of the Agreement.

10.   REMEDIES

      10.1  Equitable  Relief.  To the extent that any monetary relief available
            under this  Agreement  is not an  adequate  remedy for any breach of
            this  Agreement,  or upon any  breach  or  impending  breach  of any
            confidentiality   obligation,   the  non-breaching  Party  shall  be
            entitled  to  injunctive  relief  as a  remedy  for that  breach  or
            impending  breach  by the  other  Party,  in  addition  to any other
            remedies granted to the non-breaching Party in this Agreement.

      10.2  Exclusive Remedies. The remedies described in this Agreement are the
            exclusive  rights and  remedies of a Party  regarding  any breach of
            this  Agreement or any matter that may be the subject of a claim for
            liability under or relating to this Agreement.

      10.3  Non-cumulative  Remedies. If a particular remedy for a breach of, or
            the  occurrence of any other event  described in, this  Agreement is
            specified  in this  Agreement,  that remedy  shall be the  exclusive
            remedy upon such a breach or event.  Nevertheless,  if more than one
            remedy for such a breach or event is  specified  in this  Agreement,
            the Party  entitled  to a remedy  must elect or choose  between  the
            available  remedies,  and  may not  cumulate  or  exercise  multiple
            remedies, upon such a breach or event.

      10.4  QUANTITUDE'S ENTIRE LIABILITY TO CUSTOMER,  AND CUSTOMER'S EXCLUSIVE
            REMEDY  AGAINST  QUANTITUDE,  FOR  ANY  DAMAGES  (OTHER  THAN  THOSE
            EXCLUDED  UNDER  THIS  AGREEMENT  OR ANY  ATTACHMENT)  CAUSED BY ANY
            SERVICE DEFECT OR FAILURE, OR FOR OTHER CLAIMS ARISING IN CONNECTION
            WITH ANY  SERVICE  OR THIS  AGREEMENT,  SHALL BE  LIMITED  TO PROVEN
            DIRECT  DAMAGES NOT TO EXCEED PER CLAIM THE TOTAL NET PAYMENTS  MADE
            BY CUSTOMER FOR THE APPLICABLE SERVICE DURING THE MONTH IN WHICH THE
            DAMAGE  OCCURRED,  WHICH CUSTOMER MAY RECOVER SOLELY VIA A CREDIT TO
            ITS ACCOUNT TO BE APPLIED TO CHARGES FOR THE SERVICES.
<PAGE>

11.   FORCE MAJEURE

      Other  than with  respect  to  failure  to make  payments  due under  this
      Agreement,  neither Party shall be liable under this Agreement for delays,
      failures to perform, damages, losses or destruction, or malfunction of any
      equipment,  or any  consequence  thereof,  caused  by, or due to any cause
      beyond its  reasonable  control,  including,  but not  limited  to,  fire,
      earthquake,  flood,  water,  the elements,  acts of God, third party labor
      disputes,   utility   curtailments,   cable   cuts,   failure   caused  by
      telecommunications or other Internet or data services  provider(s),  power
      failures, explosions, civil disturbances, vandalism, governmental actions,
      shortages  of  equipment  or  supplies,  or any other force or  occurrence
      beyond its reasonable  control for as long as such  circumstances  prevail
      and such party  continues  to use its  reasonable  efforts  to  recommence
      performance or observance whenever and to whatever extent possible without
      delay.

12.   TERMINATION

      12.1  Customer may terminate this Agreement if Quantitude:
            12.1.1      breaches   any   material   provision   of  this
                  Agreement  and fails to cure such  breach  within  thirty (30)
                  days after receipt of written notice from Customer;  provided,
                  however,  that such cure period will be extended an additional
                  30 days if Quantitude  delivers to Customer within such 30 day
                  period a written  plan to cure the breach  within 30 days.  In
                  both instances,  unless  Quantitude cures the material breach,
                  the  termination  shall  be  effective  as of  the  first  day
                  following  the end of the cure period or extended  cure period
                  as the case may be.

            12.1.2ceases to conduct  business in its normal  course  (other than
                  as a result of a sale of substantially  all of its business or
                  assets).

      12.2  Quantitude may terminate  this Agreement or, at its option,  suspend
            Service (or any portion thereof), if Customer:

            12.2.1fails to fulfill  its  payment  obligations  set forth in this
                  Agreement  and fails to cure such breach  within ten (10) days
                  after receipt of written notice from Quantitude;

            12.2.2materially  breaches any provision of this Agreement and fails
                  to cure such breach  within  thirty (30) days after receipt of
                  written notice from Quantitude;  provided,  however, that such
                  cure period will be extended an additional 30 days if Customer
                  delivers  to  Quantitude  within  such 30 day period a written
                  plan  reasonably  acceptable  to Quantitude to cure the breach
                  within 30 days. In both  instances,  unless Customer cures the
                  material breach,  the termination shall be effective as of the
                  first day  following  the end of the cure  period or  extended
                  cure period as the case may be; or

            12.2.3breaches  the AUP and failure to cure such breach  within five
                  (5) days after receipt of Quantitude's written notice thereof.

12.3        Quantitude  may terminate  this  Agreement if Quantitude  determines
            that the Services or any portion thereof are unlawful.

      12.4  Upon the  termination  of this  Agreement  by  Quantitude,  Customer
            shall:  (i) pay any amounts due and owing to  Quantitude  hereunder,
            (ii)  remove  from  Quantitude's  premises  all  property  owned  by
            Customer, and (iii) return to Quantitude all software,  access keys,
            and any other property provided to Customer by Quantitude under this
            Agreement.  Any property of Customer  not removed from  Quantitude's
            premises  within  thirty (30) days after such  termination  shall be
            considered  abandoned  property,  which  Quantitude may, among other
            things,  dispose  of without  the  payment  of any  compensation  to
            Customer.
<PAGE>

13.   ACCEPTABLE USE POLICY

      Customer is obligated to comply with  Quantitude's  Acceptable  Use Policy
      ("AUP"),  which is hereby  incorporated  by reference  herein.  Quantitude
      reserves the right to change the AUP at any time  without  prior notice to
      Customer. A copy of the then current Quantitude AUP will be available upon
      written request  submitted to Quantitude.  Quantitude's AUP (including any
      amended  AUP) will be  effective  upon  posting  to the URL.  Customer  is
      obligated  to ensure that  Customer  End-Users  comply  with  Quantitude's
      current AUP. Nothing in this Agreement or the AUP withstanding, Quantitude
      may  immediately  suspend the Services or terminate  this  Agreement  upon
      violation of the AUP.

14.   SPECIAL PROVISIONS CONCERNING EXISTING SERVICE PROVIDERS

      14.1  Customer  currently  obtains  telecommunications  and other services
            pursuant to  agreements  (the  "Telecoms  Agreements")  with various
            third-parties, including ***, AT&T, ***, and others.

       14.2 Although  Customer  shall  remain the  contracting  party  under the
            Telecoms   Agreements   until  they  are  assigned  to   Quantitude,
            Quantitude shall have, as between it and Customer, all of the rights
            and  benefits  and all of the  obligations  and  burdens  under  the
            Telecoms  Agreements as if Customer had assigned to Quantitude,  and
            Quantitude had assumed,  the Telecoms Agreements as of the Effective
            Date.

            14.2.1Those  rights  and  benefits   shall   include  the  right  of
                  Quantitude to cause Customer to purchase for  Quantitude's own
                  use  and  for  the use of  Quantitude's  other  customers  all
                  services  provided   pursuant  to  the  Telecoms   Agreements.
                  Accordingly, Customer hereby authorizes Quantitude to purchase
                  as Customer's  agent,  on  Customer's  behalf and on behalf of
                  Quantitude  and its other  customers,  the services  available
                  pursuant to the Telecoms  Agreements.  Quantitude and Customer
                  agree that  charges  for such  services  shall be  invoiced to
                  Customer  and paid by  Quantitude  to  Customer.  Customer and
                  Quantitude   shall   cooperate  to  endeavor  to  minimize  or
                  eliminate   taxes   applicable   to  resale  of   services  by
                  Quantitude.

            14.2.2Those   obligations  and  burdens,   which  Quantitude  hereby
                  accepts and agrees to perform, shall include the obligation to
                  meet all of the  commitments  and  obligations,  financial and
                  otherwise,   that   Customer  may  incur  under  the  Telecoms
                  Agreements  (other than  obligations  related to the  services
                  consumed by Customer and its Affiliates other than Quantitude,
                  except for any amount paid by Customer  or its  Affiliates  to
                  Quantitude   for   services   consumed  by  Customer  and  its
                  Affiliates other than  Quantitude),  including the obligations
                  of payment  (including  any fees,  penalties,  or interest for
                  late payment or nonpayment),  indemnification obligations, and
                  commitments to meet the financial  minimums under the Telecoms
                  Agreements.

            14.2.3      As long as Customer remains responsible to a
                  telecommunications service provider as the
                  contracting party under a Telecom Agreement,
                  Quantitude shall purchase through Customer at least
                  the minimum volume of telecommunications services
                  offered by the service provider that Customer is
                  obligated to purchase from the service provider
                  pursuant to the Telecoms Agreement.  The Parties'

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>


             rights  and  obligations  stated  above  in this  Section  14 shall
            terminate upon Customer's assignment to Quantitude, and Quantitude's
            assumption, of the Telecoms Agreements.

      14.3  Because  Customer will remain,  on or after the Effective  Date, the
            contracting  party  under the  Telecoms  Agreements,  and  therefore
            responsible to the service provider thereunder,  Customer shall have
            the benefit of the indemnification set forth in Section 8.2.2.

15.   TRANSITION ASSISTANCE

      15.1  Upon  Expiration  or  termination  of this  Agreement for any reason
            other  than  Customer's  breach  of  the  Agreement,   Customer  and
            Quantitude  agree  that  Quantitude  shall  provide   assistance  to
            Customer to obtain  services to replace the  Services in  accordance
            with this Section 15.1.

      15.2  Provided that Customer is in full  compliance  with its  obligations
            under this  Agreement,  Quantitude  shall provide to Customer or any
            successor  provider any and all reasonable  assistance  requested by
            Customer to allow the  Services to  continue  substantially  without
            interruption  or  adverse  effect  and  to  facilitate  the  orderly
            transfer  of  responsibility  for the  Services  to  Customer or the
            successor  provider,  including,  but not limited to,  provision  of
            records and data pertinent to Customer's Service.

      15.3  Quantitude shall provide to Customer the foregoing assistance during
            the period beginning prior to the expiration date or the termination
            date and for up to 180 days thereafter.  If the assistance  requires
            resources,  in  addition  to those  regularly  utilized in the daily
            performance  of  Services,  Customer  will pay  Quantitude  for such
            assistance on a time and materials basis at market rates.

      15.4  Prior to providing  any of the  foregoing  assistance to a successor
            provider,   Quantitude  shall  be  entitled  to  receive  from  such
            successor provider,  in form and substance reasonably  acceptable to
            Quantitude, written assurances that (i) such successor provider will
            maintain  at  all  times  the   confidentiality  of  any  Quantitude
            proprietary  information  disclosed  or provided  to, or learned by,
            such  successor  provider  in  connection  therewith,  and (ii) such
            successor provider will use such information,  software or materials
            exclusively for the benefit of Customer.

16.   MISCELLANEOUS

      16.1  Entire Agreement. This Agreement (including any and all schedules or
            other attachments or documents  referred to herein)  constitutes the
            entire  agreement  between  the Parties  hereto with  respect to the
            subject  matter  hereof  and   supersedes   all  prior   agreements,
            understandings and arrangements,  both oral and written, between the
            Parties  hereto  with  respect  to such  subject  matter.  Except as
            otherwise  provided  herein,  this  Agreement  may not be  modified,
            amended,  altered  or  rescinded  in any  manner,  except by written
            instrument signed by both of the Parties. The waiver by either Party
            of a breach or compliance with any provision of this Agreement shall
            not operate nor be construed as a waiver of any subsequent breach or
            compliance.

      16.2  Assignment.  Neither  Party may assign  this  Agreement  without the
            written  consent of the other  Party.  Any  attempt  to assign  this
            Agreement  in  contravention  of the  preceding  sentence  is  void.
            Nothing in this Section 16.2,  however,  precludes  Quantitude  from
            subcontracting  the  performance of any of the Services as permitted
            by this Agreement.
<PAGE>

      16.3  Binding  Agreement.  Subject  to  the  preceding  paragraph,
            ------------------
            this  Agreement  shall  inure  to  the  benefit  of  and  be
            binding on the Parties and their  respective  successors and
            permitted assigns.

      16.4  Governing Law;  Venue.  This Agreement shall be governed by, subject
            to, and interpreted in accordance with the laws of Colorado  without
            regard to principles of conflict of laws, and each Party consents to
            the exclusive  jurisdiction  of the state and federal courts sitting
            in Denver, Colorado in any action, suit or proceeding hereunder. The
            United Nations Convention on Contracts for the International Sale of
            Goods shall not apply.

      16.5  Limitation of Actions.  Any legal action arising in connection  with
            this Agreement must begin within two years after the cause of action
            arises.

      16.6  Continued Performance.  Each Party agrees to continue performing its
            obligations under this Agreement while any dispute is being resolved
            except to the extent the issue in dispute  precludes  performance (a
            dispute over  payment  shall be deemed to preclude  performance)  or
            this  Agreement is terminated by a Party in accordance  with Section
            12 above.

      16.7  Notices. Except as otherwise provided in this Agreement, all notices
            or other  communications under this Agreement must be in writing and
            will be  deemed  to have  been duly  delivered  or given  when:  (i)
            delivered by hand (with written confirmation of receipt) before 5:00
            pm MT on a  business  day  (or  otherwise  on  the  next  succeeding
            business  day);  (ii)  sent  by  facsimile  before  5:00  pm MT on a
            business day (or otherwise on the next succeeding  business day) and
            a  written  confirmation  of the  transmission  is  received  by the
            sender;  or (iii) the next  business day after being  deposited  for
            delivery with a nationally  recognized  overnight  delivery service,
            such as Federal Express,  and addressed or sent, as the case may be,
            to the  appropriate  addresses or facsimile  numbers set forth below
            (or to such  other  addresses  or  facsimile  numbers as a Party may
            designate by notice to the other Party):

            To:  Customer                      To:  Quantitude


<PAGE>


            Galileo International              Quantitude, Inc
            9700 West Higgins Road, Suite 400  5350 South Valentia Way
            Rosemont, Illinois  60018          Englewood, Colorado  80111

            Facsimile:  (847) 518-4915         Facsimile:  (720) 535-2199
            Telephone:  (847) 518-4000         Telephone:  (720) 535-2400
            Attn:  Legal Department            Attn:  Legal Department

      16.8  Relationship  of the  Parties.  Except as provided in Section  14.2,
            nothing in this  Agreement,  or in the course of dealing between the
            Parties  pursuant  to this  Agreement,  shall be  deemed  to  create
            between the Parties (including their respective directors, officers,
            employees and agents) a  partnership,  joint  venture,  association,
            employment  relationship or any other relationship,  other than that
            of  independent  contractors  with respect to each other.  Except as
            provided in Section 14.2,  neither Party shall have the authority to
            commit or legally  bind the other  Party in any  manner  whatsoever,
            including  but not  limited  to,  the  acceptance  or  making of any
            agreement, representation or warranty.

      16.9  No Third  Party  Beneficiaries.  This  Agreement  inures  to
            ------------------------------
            the benefit of  Quantitude  and  Customer  only and no third
            party shall have any rights hereunder.
<PAGE>

      16.10 Severability.  If any provision of this Agreement is held invalid or
            unenforceable,  such  provision  shall be deemed  deleted  from this
            Agreement and shall be replaced by a valid and enforceable provision
            which so far as possible achieves the same objectives as the severed
            provision was intended to achieve,  and the remaining  provisions of
            this Agreement shall continue in full force and effect.

      16.11 Survival.  Sections  2, 5, 6, 8, 9, 10,  13,  14,  15,  and 16 shall
            survive the termination of this Agreement and continue in full force
            and effect until satisfied.

      16.12 New Rules or Actions.  The Parties  acknowledge that some rights and
            obligations  of Quantitude  under this  Agreement may be affected by
            future rules,  regulations,  guidelines,  orders,  treaties, or laws
            promulgated,   enacted,   or  entered  into  by  federal  and  state
            legislatures,  by  federal  and  state  agencies,  local or  federal
            governments,  and international or other regulatory bodies (together
            "Rules or  Actions").  In the event  that any such  Rules or Actions
            adversely  revise  or modify  Quantitude's  obligations  under  this
            Agreement,  Quantitude may, upon written notice to Customer, require
            this Agreement be  renegotiated  in good faith to reflect the effect
            of any such Rules or Actions.

      16.13 Tariffs.   Any  tariffs   applicable  to  the  Services  are
            -------
            incorporated into the terms thereof.

      16.14 Public Disclosures.  All media releases,  public announcements,  and
            public  disclosures  by either  Party  relating to the terms of this
            Agreement or the relationship of the Parties,  including promotional
            or marketing material,  but not including  disclosures to the extent
            required  to  meet  legal  or  regulatory  requirements  beyond  the
            reasonable  control of the  disclosing  Party,  shall be coordinated
            with and approved by the other Party prior to release.

      16.15 Headings.  The section  headings  used herein are for  reference and
            convenience only and shall not enter into the interpretation hereof.

      16.16 Counterparts.   This   Agreement   may  be   executed   in   several
            counterparts,  all of which  taken  together  shall  constitute  one
            single agreement between the Parties hereto.

                   [remainder of page intentionally blank]





<PAGE>


      IN WITNESS WHEREOF,  Customer and Quantitude have each caused this Network
Services  Agreement to be signed and delivered by its duly  authorized  officer,
all as of the date first set forth above.

                                                    QUANTITUDE, INC.

                                         By:             /s/James             E.
                                         Lubinski________________

                                         Print Name:  James E. Lubinski

                                         Title:  Chairman of the Board


<PAGE>


      IN WITNESS WHEREOF,  Customer and Quantitude have each caused this Network
Services  Agreement to be signed and delivered by its duly  authorized  officer,
all as of the date first set forth above.

     GALILEO INTERNATIONAL, L.L.C.

By:  /s/James E. Barlett_______________

Print Name:  James E. Barlett

Title:  Chief Executive Officer


<PAGE>



                               Schedule 1

                                Services

This Schedule  describes  the Services to be provided by Quantitude  pursuant to
the Network Services Agreement entered into between Quantitude and Customer.

Quantitude GVN Services

Quantitude  will  provide to  Customer  end-to-end,  managed  telecommunications
capability (voice and/or data)  interconnecting  Customer's specified endpoints,
including Customer's corporate office locations and its vendor,  subscriber, and
customer  locations  globally.  Quantitude  will document  Customer's  wide area
network  endpoints,  topology,  protocols,  security,  connectivity,   projected
traffic  flows,  bandwidth,  and  performance  requirements  and provide  (where
available)  Services  that will,  to the  extent  possible,  satisfy  Customer's
desired  performance  attributes,  cost  objectives,  and service  needs,  while
minimizing response times and maximizing reliability.".)

The basic components of the Services are:

1. Access  Connections  - the  circuits  or  other  facilities  used to  connect
   Customer Premises Equipment at Customer's endpoints to the closest Quantitude
   router  hub;  and the ports  connecting  the access  circuit to  Quantitude's
   transport network.

2.    Transport - the core  network  infrastructure  used by  Quantitude
   to transmit messages between Customer's endpoints.

3. Network  Interface  Configurations - the combination of hardware and software
   utilized by Quantitude to establish,  maintain,  and terminate  transmissions
   and  provide  the  service  attributes   (performance,   security,   protocol
   conversions, etc.) required by Customer.

4. Network Management - procedures  utilized to operate and maintain the network
   (including  fault  monitoring  and  repair) to ensure the  Services  meet the
   agreed Service Levels.

Legacy Services

Quantitude  shall  undertake  management of Customer's  existing  legacy network
configuration  and service  components  and shall  implement the  conversion and
migration  of certain  components  of the legacy  services to a virtual  private
network  utilizing   Quantitude's  shared  Internet  Protocol  and  Asynchronous
Transfer Mode infrastructure.

Support Services

Quantitude shall provide  management,  administrative,  and ancillary  services,
which shall include, but is not limited to, network consulting services, network
design and engineering services, installation and provisioning services, network
management  services,  billing  services,  and general  administrative  services
relating to Legacy Services and Quantitude GVN Services.

Quantitude will provide all network interface  configuration devices,  including
routers,  DSUs,  modems,  etc. All Quantitude  network  interface  configuration
devices  will be  physically  installed  and  maintained  by  Quantitude  or its
subcontractors.

Quantitude will provide  Customer  network  management  reports,  on a recurring
basis, as mutually agreed.

Quantitude will move, add, change,  and delete hardware at Customer endpoints as
needed.

Customer  may select  various  levels of quality of  service,  depending  on the
customer's requirements and the availability of the levels of service desired.


<PAGE>


                               Schedule 2

                                Charges

I.  GVN Build-Out Phase

Initially,  during the  period in which the GVN is being  deployed  within  each
country or geographic service region, the basis on which Customer is charged for
the  Services  will  depend on  whether  the  Service is  categorized  as Legacy
Services,  Support  Services,  or  Quantitude  GVN  Services (as each is defined
below).

"Legacy Services" are those telecommunications,  maintenance, and other services
installed and utilized by Customer as of the effective  date of this  Agreement,
excluding Quantitude GVN Service components already installed.

"Quantitude GVN Services" are those designated  services  installed and operated
by Quantitude to deliver enhanced networking  capabilities as proposed under the
Galileo Virtual Network business case.

"Support  Services" are those management,  administration,  and support services
that are  provided by  Quantitude  to  Customer  in relation to Legacy  Services
and/or Quantitude GVN Services.

Legacy Services

All Legacy Service prices will be based on a "pass through" of charges  incurred
by  Quantitude  from  third  parties  in  conjunction  with  the   provisioning,
installation,  and  on-going  use of said third  party  services.  A *** percent
service  charge  will be added to these  costs.  Such  services  and  subsequent
charges  shall  include,  but not be limited  to,  all voice  telecommunications
services, data communications  services,  Internet access services,  third party
provided  management  services,  and depreciation  and/or  amortization  charges
related to capitalized  hardware,  software,  and/or  service  components of the
Service.  At the time of  conversion  to SDP  pricing  as set forth  below,  the
charges for any remaining  Legacy  Services  will be fixed,  subject to biannual
review as provided in Section 2.7.

Customer may add new Legacy Services in those  geographic  service areas not yet
converted  to GVN, or for service not provided as a component of the GVN. In the
event  Customer  requests  service in a  geographic  service  area that has been
converted to GVN, and for a component  provided as part of the GVN, such service
shall be considered as, and provisioned as, a Quantitude GVN Service component.

Customer may discontinue the use of non-depreciation/amortization related Legacy
Service components,  and the charge for Legacy Services will be reduced equal to
the amount of reduction of  third-party  charges for the  discontinued  service.
Customer  will be billed all  discontinuance  charges  and fees,  including  any
applicable penalties,  associated with discontinuing  services provided by third
parties.

Customer  may  discontinue   depreciation/amortization  related  Legacy  Service
components,  and the charge for the Legacy Services will be reduced equal to the
amount of the then current depreciation/amortization charge. Upon discontinuance
of any depreciation/amortization related Legacy Service component, Customer will
be billed for the remaining depreciation/amortization amount associated with the
discontinued component, less any equipment salvage value realized by Quantitude.

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>





Quantitude GVN Services

Quantitude  GVN Services shall be priced based on  Quantitude's  cost to provide
those  services in the  respective  geographic  service  areas where  service is
delivered. A *** percent service charge will be added to these costs. The actual
price for the Quantitude GVN Services in a given geographic service area will be
based on the final costs  identified  to  implement  the GVN in that  geographic
service area subject to costing due diligence  efforts  affected by  Quantitude.
All prices for the subject  geographic  service area will be consistent with the
costing  methodology  originally  employed in the GVN  business  case,  and will
reflect  additions  and  deletions to the original  business  case as identified
during  the due  diligence  effort for that  geographic  service  area.  For the
purposes of Quantitude GVN Services pricing,  a geographic service area shall be
defined as a country.

Actual prices for  Quantitude  GVN Services shall be comprised of a Basic Charge
and Add/Delete rates for endpoints in the respective geographic service area.

Basic Charge - the Basic Charge shall  consist of the aggregate of all recurring
and non-recurring  charges associated with delivering services in the geographic
service areas. The Basic Charge shall be incremented for Quantitude GVN Services
added  in  a  new  geographic   service  area.  Prior  to  the  commencement  of
implementation  activities in a new geographic service area, the total recurring
and  non-recurring  charges  associated  with  Quantitude  GVN  Services  to  be
implemented  in the new  geographic  service area shall be  calculated  and then
added to the then  existing  Basic  Charge  amount.  The Basic  Charge  shall be
calculated  monthly and will  reflect only  charges for  Quantitude  GVN Service
installed and operational as of the respective billing date.

The Basic Charge  amount for each  geographic  service area shall be  calculated
based on the following components and methodology:

o Backbone: the national and/or international  transmission services required to
interconnect  the respective  endpoint or country  aggregation hub to Customer's
Denver,  Colorado  data  center,  or to  another  country  aggregation  hub that
provides interconnection to Customer's Denver, Colorado data center.

Charges for this  component  will be  calculated  based on a  "pass-through"  of
Quantitude's cost to acquire such transmission services from third-party service
providers.  A ***-percent  service charge will be added to these costs.  Charges
for all capital cost  components,  and one-time charges that may be capitalized,
will be calculated by depreciating/amortizing  Quantitude's actual cost over ***
months. The resultant  "depreciation/amortization" amount shall be factored by a
cost of  capital  multiple  of ***% per annum to arrive  at the  monthly  charge
amount.  One-time charges not eligible for capitalization will be passed through
to Customer as incurred.

o City/Country Hubs: the hardware,  software, and facilities components required
to establish and operate  aggregation hub(s) in a given geographic service area.
Such components  include,  but are not limited to, router and switching hardware
and  software,  facility and facility  management  fees,  implementation  costs,
maintenance charges, and third-party installation and management services.

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>




Charges for this  component  will be  calculated  based on a  "pass-through"  of
Quantitude's  cost to acquire services from  third-party  service  providers.  A
***-percent service charge will be added to these costs. Charges for all capital
cost  components,  and  one-time  charges  that  may  be  capitalized,  will  be
calculated by depreciating/amortizing  Quantitude's actual cost over *** months;
the resultant  "depreciation/amortization" amount shall be factored by a cost of
capital  multiple  of ***% per annum to arrive at the monthly  charge.  One-time
charges not eligible for  capitalization  will be passed  through to Customer as
incurred.

o     Local/National  Access:  the  transmission  services  required  to
connect  individual  endpoints  to  aggregation  hubs in the  geographic
service areas.

Charges for this  component  will be  calculated  based on a  "pass-through"  of
Quantitude's cost to acquire such transmission services from third-party service
providers.  A *** -percent service charge will be added to these costs.  Charges
for all capital cost  components,  and one-time charges that may be capitalized,
will be calculated by depreciating/amortizing  Quantitude's actual cost over ***
months. The resultant  "depreciation/amortization" amount shall be factored by a
cost of  capital  multiple  of *** % per annum to arrive at the  monthly  charge
amount.  One-time charges not eligible for capitalization will be passed through
to Customer as incurred.

o Network Interface  Configuration  (NIC): the hardware and software  components
required at each endpoint to interconnect  customer  premise  equipment (CPE) to
Local/National Access services. Such components include, but are not limited to,
router and switching hardware and software,  implementation  costs,  maintenance
charges, and third-party installation and management services.

Charges for this  component  will be  calculated  based on a  "pass-through"  of
Quantitude's  cost to  acquire  services  from  third-party  service  providers.
Charges  for all capital  cost  components,  and  one-time  charges  that may be
capitalized,  will be calculated by depreciating/amortizing  Quantitude's actual
cost over ***months; the resultant  "depreciation/amortization"  amount shall be
factored  by a cost of  capital  multiple  of ***% per  annum to  arrive  at the
monthly charge.  One-time charges not eligible for capitalization will be passed
through to Customer as incurred.

Add/Delete  Rates - Add/Delete Rates shall be the prices charged to Customer for
adding new, or deleting existing,  Quantitude GVN Services in geographic service
areas  after the  initial  implementation  of  Quantitude  GVN  Services  in the
respective  geographic service area. Charges for new or additional services will
be added to the Basic  Charge upon  installation  and  operation  of the subject
services. Charges for existing services that are discontinued will be subtracted
from the Basic Charge.  All  Add/Delete  rates are subject to the conditions and
methodology described below.

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>




o Add Rates:  prices for new or  additional  Quantitude  GVN Services  installed
after the initial  implementation in a geographic  service area will be computed
based on: 1.) Quantitude's then "average cost" for all Backbone Transmission and
City/Country  Hub  components,  to which a  ***-percent  service  charge will be
added; 2.) a "pass through" of Quantitude's then actual cost for  Local/National
Access components,  to which a ***-percent service charge will be added; and 3.)
Quantitude's  then  actual  cost  for  Network  Interface   Configuration  (NIC)
components plus a ***% overhead  factor.  The calculated  charges for the new or
additional  services will be added to the existing  Basic Charge to effect a new
Basic Charge.  One-time charges not eligible for  capitalization  will be passed
through to Customer as incurred.

o Delete Rates: Customer may from time to time delete Quantitude GVN Services in
any geographic  service area. Upon the  deactivation or  de-installation  of the
subject service  element,  the Basic Charge amount will be decreased by the then
current charge for all effected Local/National Access components,  plus the then
current charge for the Network Interface  Configuration (NIC) component.  In the
event the total count of NIC components  fall below ***% of the highest count of
NIC components  operational at any time in the geographic service area, Customer
will be charged a  termination  penalty for each NIC  discontinued.  The penalty
amount  will be equal to the  capital  cost  component  of ***%  per  annum  (as
described in the Network  Interface  Configuration  section above) multiplied by
***  months,  minus the  amount  equal to the  number  of months  the NIC was in
service  prior to deletion  multiplied by the capital cost  component.  Customer
will be  charged  on a "pass  through"  basis for any and all  penalties  and/or
charges  incurred by Quantitude  from  third-party  service  providers  that are
directly related to discontinuing a given service component.

o     Change   Rates:   Costs  for  Customer   end  point   changes  and
relocations will be passed through as incurred.  A ***  percent  service
charge will be added to these charges.

Support Services

Support Services are those management,  administrative,  and ancillary  services
Quantitude  provides to and for  Customer at the time of the  execution  of this
agreement.  Such services  include,  but are not limited to, network  consulting
services, network design and engineering services, installation and provisioning
services,   network   management   services,   billing  services,   and  general
administrative services relating to Legacy Services and Quantitude GVN Services.

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>



The  initial  charges  for  Support  Services  will be priced  based on the 2001
Network  Services Plan,  less the forecasted  Legacy Services and Quantitude GVN
Services  charges,  as described  above,  included in the 2001 Network  Services
plan. A *** percent  service  charge will be added to these costs.  In addition,
this amount will be adjusted  annually  based on the published  annual  Consumer
Price Index (All Goods and Services)  rate in effect on the last business day of
the prior year. All such Support Services will be classified as either Direct or
In-Direct  components.  From time to time,  Customer may request  Quantitude  to
increase or decrease the level of Direct  Support  Services  provided.  All such
additions to or reductions in the quantity or nature of Direct Support  Services
provided shall be agreed to in writing by both Customer and Quantitude, and such
agreement  shall include any resultant  increase or decrease in Support  Service
charges.

Administrative Services Charges

As part of the  separation  of  Customer's  network  operations  from its global
distribution  services  business,   Customer  will  provide  Quantitude  certain
administrative  services  ("Administrative  Services")  at rates and terms to be
agreed.  Quantitude may also acquire Administrative Services from third parties.
Administrative  Services will include,  but are not limited to, Human Resources,
Accounting, Legal, Facilities Management,  Security, Billing,  Provisioning, and
other general  administrative  services. A portion of the fees that Customer and
such third  parties  charge  Quantitude  for the  Administrative  Services  they
provide will be charged to the  Customer.  The charge for these fees back to the
Customer  will be pro rata  based  on the  number  of  Customer's  endpoints  in
relation  to the total  number of  endpoints  on  Quantitude's  entire  network.
Initially this charge will be based on the number of endpoints forecasted in the
2001 plan. The charge to Customer for  Administrative  Services will be adjusted
annually in January of each year to reflect  actual  costs and actual  number of
endpoints.  The  calculation of such charges will be reviewed with the Customer.
Quantitude   will  add  a  ***  percent   service  charge  to  the  charges  for
Administrative Services.

Billing

Quantitude will bill to Customer all Legacy Service, Quantitude GVN Service, and
Support  Service  components  in a manner and form as agreed to by both  parties
from time to time.  As a baseline,  Quantitude  will bill  Customer on a monthly
basis and will provide bill detail, or a breakdown of billed charges, sufficient
to enable  Customer to  identify  charges  associated  with  individual  network
endpoints, geographic service areas, or NDC/SMO territories.

Cap on "at cost" Services

The foregoing pricing is based on Customer's purchasing volume and its status as
a "charter" customer.  Subject to the following limitation,  Customer shall have
the option of expanding or increasing  the amount of Services it purchases  from
Quantitude,  provided  that they are  Services  of like  nature and are used for
electronic global distribution service  applications.  Notwithstanding  anything
herein to the contrary,  if in any calendar year the aggregate amount of Charges
attributable to Services that are based on  Quantitude's  cost of providing such
Services exceeds  ***million (or the adjusted amount applicable to such year, as
described  below),  Quantitude  shall have the option of  adjusting  the Charges
applicable to Services in excess of the cap to reflect the  then-current  market
rates for such Services.  The cap shall increase  ***percent per year throughout
the term of this Agreement.

*** Certain  terms have been  omitted  pursuant  to a request  for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities and Exchange Commission.

<PAGE>





II.  Conversion to SDP Pricing

The pricing mechanism described above is intended to be utilized only during the
period while the GVN is being  installed.  Upon  completion of deployment of the
GVN within each country or geographic  service region, the basis for the Charges
will be converted to a per Customer  endpoint or Service  Delivery Point ("SDP")
basis. The total annualized Charges for the Services, determined using the above
mechanism  at the  time  of  completion  of  installation  of the GVN  within  a
particular  country or geographic  service  region,  will be allocated among the
SDPs within such country or region based on the different SDP  configurations to
determine  the rates per type of SDP.  Thereafter,  the  increase or decrease in
Charges for SDP adds or deletes will be determined based on those per SDP rates.
Once  established,  this per SDP pricing  will remain in effect  until  reviewed
biannually as provided for in Section 2.7 of this Agreement.


<PAGE>


                               Schedule 3

                             Service Levels

1.  SERVICE  LEVELS IN GENERAL.  Customer  and  Quantitude  intend to  establish
performance  standards  ("SLAs")  for  the  Services.  It is  the  intention  of
Quantitude  to provide good Service to Customer,  to correct  problems  with any
Services,  and to cooperate with Customer to resolve any reasonable,  remediable
dissatisfaction with the Services.

 A. Quantitude and Customer shall use their reasonable efforts to establish SLAs
for each service region or country (as applicable)  within 30 days from the date
the GVN network is fully  deployed  within  such  region or country,  or as soon
thereafter as practicable.  All SLAs established after the Effective Date shall,
upon execution by the parties,  be deemed  incorporated  into this Agreement for
all purposes. In the interim, Quantitude shall use reasonable efforts to provide
the Services in accordance with performance  standards generally accepted in the
electronic global distribution  industry, or such other standards as the parties
may agree.

B. In  general  Quantitude  shall  strive  to  improve  continually  its  actual
performance  and, subject to following  provision,  shall not knowingly act in a
manner that will reduce its level of performance.

2.  SLA  REQUIREMENTS.  All  SLAs  shall  conform  in  substance  to the
requirements specified in this Section.

 A. Each SLA shall  specify the  acceptable  performance  levels for the
Services subject to such SLA.

 B. Each SLA shall classify the Service component into priority categories, such
as "Critical  Service," "High Risk Service," "Medium Risk Service," or "Low Risk
Service." If no such  category is  specified,  such  Service  shall be deemed as
designated "Low Risk Service."

 C.  It is the  intent  of the  parties  that  the  SLAs  require  that  chronic
performance   below  the  service  standards  be  addressed  through  a  problem
escalation procedure that results in prompt remediation of the defect.

3.  MONITORING.  During the initial  year of this  Agreement,  Quantitude  shall
establish  and maintain an SLA  database.  Quantitude  shall  capture and retain
information, for storage in the SLA Database, and monitor its performance of the
Services  in  accordance  with  the  SLAs.  Quantitude's  adherence  to the  SLA
Standards shall be evaluated every month.  Quantitude  shall provide a query and
report capability to the SLA Database as part of the Services.

4. COSTS OF ACHIEVING SLAs.  Quantitude  shall bear all expenses and investments
required  to achieve  the SLA  Standards  required by  Customer;  however,  such
expenditures  shall be reflected in the Charges.  Quantitude  shall bear all its
own expenses of investigating and correcting inadequate performance.

5. PERFORMANCE REVIEWS.  Customer's  designated  representative and Quantitude's
Customer  Account  Manager  shall meet at least  monthly to review  Quantitude's
adherence to the SLA Standards.  Quantitude shall provide Customer, at least ten
days in  advance of such  meeting,  with such  performance  reports as have been
reasonably requested by Customer.

6.  CORRECTION  OF  PERFORMANCE.  Quantitude  is  obligated  to  cure or
correct its errors,  mistakes,  and deficiencies in Service;  and credit
or repay  Customer for any excess  Charges  resulting  from such errors,
mistakes,  or deficiencies  (e.g., due to downtime beyond that permitted
under the SLAs).

 A. Quantitude shall cure all instances of inadequate performance. To effectuate
such  cure,   Customer  and   Quantitude   shall  proceed  in  accordance   with
Response/Resolution  Procedures  for SLA Problems to be  established at the same
time as the SLAs.

 B.  For Services for which there is no SLA Standard

  (1) Quantitude  shall use commercially  reasonable  efforts to cure or correct
its errors, mistakes, and deficiencies in Service.

  (2) If in Customer's sole  discretion,  Quantitude's  performance of a Service
for which there is no SLA Standard becomes unacceptable, Customer and Quantitude
shall  negotiate an SLA Standard  within 30 days after  Customer  requests  such
negotiation.

7. EXPIRATION, TERMINATION, AND SLA STANDARDS. Quantitude shall continue to have
the  obligation to meet the SLA Standards  during  Transition  Assistance.  When
Quantitude  cannot  meet  an  SLA  standard  due  to a  cause  reasonably  under
Customer's  control  or  due to a  Force  Majeure  Event,  Customer  waives  any
associated penalties.


<PAGE>


                          ACCEPTABLE USE POLICY

ACCEPTANCE OF TERMS

This Acceptable Use Policy ("Policy") sets forth the principles, guidelines, and
requirements  governing  the use by  customers  and anyone  customers  authorize
(collectively,   "Users")  of  Quantitude's  systems,  networks,  services,  and
products  (the  "Services").   User's  use  of  the  Services  shall  constitute
acceptance with the terms of this Policy. This Policy also applies to any person
visiting any of the  Quantitude  web sites,  whether such person is a Quantitude
customer or user, a visitor to a public area of our  Services,  or a participant
in one of our  promotional  offerings.  Quantitude  reserves the right to modify
this  Policy at any time,  effective  upon  delivery of the  modified  Policy to
Customer.  Users are advised to regularly  review this  Policy.  This Policy has
been created to promote the integrity,  security, reliability and privacy of the
Services.  Any  violation  of  this  Policy  may  result  in the  suspension  or
termination of the Services.

PROHIBITED USES

Uses  of  the  Services  described  below  are  prohibited  under  this  Policy.
Quantitude may investigate incidents involving alleged violations of this Policy
and may cooperate with law  enforcement  and other third parties.  User shall be
responsible for  determining  what laws or regulations are applicable to its use
of the Services.

The Services may be used only for lawful purposes and may not be used to violate
any operating rule, policy, or guideline of any other online service provider or
interactive  service.  The  examples  identified  in the  subsections  below are
non-exclusive and are provided, in part, for guidance purposes.

      General

The Services may not be used to transmit, retransmit, distribute, post, or store
any material, that, in the sole judgment of Quantitude:

1.    is obscene, indecent, profane, pornographic,  threatening,  libel,
         defamatory,  or  otherwise  objectionable  information  of  any
         kind, including material that restricts a civil liberty;

2.    is an action that  restricts  or inhibits any person in its use or
         enjoyment of Services or any other systems and services;

3.    constitutes  deceptive or misleading  practice,  including on-line
         marketing;

4.       is in violation of any rights of any person  including rights protected
         by copyright,  trade secret,  patent, or other intellectual property or
         similar  laws  or  regulations  including,   but  not  limited  to  the
         installation or  distribution  of "pirated" or other software  products
         that are not appropriately licensed for use by the User;

5.    is in violation of any local,  state,  federal,  or  international
         law or regulation  or  guidelines  of any other online  service
         provider or interactive service;

6.    is violating export control laws; or

7.       involves  the  furnishing  of false data,  including  false data on any
         signup form,  contract,  or online  application,  or fraudulent  use of
         credit card numbers (such  conduct is ground for immediate  termination
         and may subject the offender to civil or criminal liability).

In addition,  all Users are specifically  prohibited from, in Quantitude's  sole
judgment:

1.    utilizing multiple logins, except as permitted by Quantitude;

2.    attempting  to  circumvent  the  "idle  daemon"  or  time  charges
         accounting,  or  attempts to run  programs  while not logged in
         by any method;

3.       consuming excessive  resources,  including CPU time, memory, disk space
         and  session  time  or  using  the  resource-intensive   programs  that
         negatively impact other system Users or the performance of Quantitude's
         systems or networks; and

4.    sharing of passwords or accounts with others.

      System or Network Security

The  Services  may not be used in  connection  with  attempts  - whether  or not
successful  - to violate  the  security  of any  system,  network,  or  service.
Examples of system or network security violations  include,  without limitation,
the following:

1.    unauthorized  access to or use of data,  including  any attempt to
         circumvent  User   authentication  or  security  of  any  host,
         network,  or account (hacking,  cracking,  port scans, or flood
         pings);

2.    unauthorized monitoring of data or traffic;

3.    interfering with service to any User, host, system or network;

4.    conducting denial of service attacks;

5.    any  attempt to disrupt  service  including,  but not  limited to,
         distributing  or introducing  viruses,  worms, or other harmful
         software; and

6.    creating an active full time  connection on a  Quantitude-provided
         dial-up  account  for  Internet  access  by  using   artificial
         means, involving software, programming, or any other method.



      Prohibited Uses of Services

User must use the Services in a manner that, in Quantitude's  sole judgment,  is
consistent with the purposes of such Services.  User shall not resell any of the
Services without the prior written consent of Quantitude.  User shall not engage
in any acts that restrict or inhibit any person, whether a User of Quantitude or
otherwise, from use or enjoyment of any of the Services.

      Software

Any software provided by Quantitude is copyrighted. User shall use such software
only in  accordance  with  the  end  user  license  agreement  accompanying  the
software.

VIOLATIONS OF THIS POLICY

Quantitude does not intend to actively monitor the content of web sites, e-mail,
news  groups,  or other  materials  created  or  accessible  over  the  Service.
Quantitude,  however, reserves the right to monitor such services. Violations of
this Policy may result in temporary  suspension or permanent  termination of the
Service, demand for removal of offending material,  blocked access, or any other
action Quantitude deems appropriate to address the violation.

LIABILITY

In no event will Quantitude be liable to any User or third party for any direct,
indirect,  special or other consequential  damages for actions taken pursuant to
this  Policy,  including,  but  not  limited  to,  any  lost  profits,  business
interruption,  loss of programs or other data, or otherwise,  even if Quantitude
was advised of the possibility of such damages.

CONTENT

Quantitude is not  responsible  for the content of the  Services,  including any
Usenet posting or transmitted e-mail.

COMPLAINTS

Quantitude  request that anyone who  believes  that there is a violation of this
AUP or who would like to register a complaint  regarding  abusive conduct report
to us using one or more of the following methods:

                  1.    By FAX to 720 535-____, ATTN: Policy Review
Board.

                  2.    By mail to:

                        Quantitude
                        Policy Review Board
                        5350 S. Valentia Way
                        Englewood, CO  80111

                  3.    By E-mail to:  ______@quantitude.com

Each complaint must include a valid return  address.  Quantitude must be able to
independently  verify  each  instance  of abuse,  and so, if  available,  please
include in your complaint the following:

o     The IP address used to commit the alleged violation; and

o     The date and time of such violation.

Evidence of the violation  including,  if  applicable,  the complete text of the
objectionable message, including all headers. Please do NOT send excerpted parts
of a message; sending a copy of the entire message,  including headers, helps to
prevent  misunderstandings based on incomplete information,  or information used
out of context.  Full headers  demonstrate which path the message has taken, and
may enable us to determine whether any part of the message has been forged.

ENFORCEMENT

User must use the Services in a manner that, in Quantitude's  sole judgment,  is
consistent  with the  purposes  of such  Services.  Quantitude  may, in its sole
discretion,  suspend or terminate  the  provision of the Services to the User or
any part  thereof  for  violation  of any of the Policy at any time and  without
warning.

INDIRECT  OR  ATTEMPTED  VIOLATIONS  OF THIS  POLICY,  AND  ACTUAL OR  ATTEMPTED
VIOLATIONS BY A THIRD PARTY USING THE ACCOUNT OR PASSWORDS OF A QUANTITUDE USER,
SHALL BE CONSIDERED A VIOLATION OF THIS POLICY BY SUCH CUSTOMER OR USER.

Quantitude may bring legal action to enjoin  violations  and/or collect  damages
cause by violations of this Policy.

--------












<PAGE>




EXHIBIT 10.32

              GALILEO INTERNATIONAL, L.L.C. SEVERANCE PLAN
          (As Amended and Restated Effective January 1, 2000)


<PAGE>



CH:  1102323v11                          i
                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I. ESTABLISHMENT OF THE PLAN.........................................1

ARTICLE II. PURPOSE OF THE PLAN..............................................1

ARTICLE III. DEFINITIONS.....................................................1

ARTICLE IV. CONDITIONS OF INELIGIBILITY......................................3

ARTICLE V. TERMINATION OF EMPLOYMENT.........................................4

ARTICLE VI. SEVERANCE BENEFITS...............................................5

ARTICLE VII. PAYMENT OF SEVERANCE BENEFITS...................................6

ARTICLE VIII. WAIVER AND RELEASE.............................................6

ARTICLE IX. REINSTATEMENT....................................................7

ARTICLE X. PLAN ADMINISTRATION...............................................7

ARTICLE XI. BENEFIT CLAIMS PROCEDURES........................................7

ARTICLE XII. AMENDMENT/TERMINATION/VESTING...................................9

ARTICLE XIII. NO ASSIGNMENT..................................................9

ARTICLE XIV. NO EMPLOYMENT RIGHTS............................................9

ARTICLE XV. PLAN FUNDING.....................................................9

ARTICLE XVI. APPLICABLE LAW..................................................9

ARTICLE XVII. PLAN YEAR......................................................9

ARTICLE XVIII. MISCELLANEOUS PROVISIONS.....................................10




<PAGE>


CH:  1102323v11                         10
CH:  1102323v11
              GALILEO INTERNATIONAL, L.L.C. SEVERANCE PLAN

ARTICLE I.

                            ESTABLISHMENT OF THE PLAN

1.1...Effective January 1, 2000 , Galileo  International,  L.L.C. hereby
amends and restates the Galileo  International,  L.L.C.  Severance  Plan
(the "Plan").

1.2...The Plan is an unfunded  welfare benefit plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and a severance pay
plan within the meaning of United States Department of Labor regulations section
2510.3-2(b). The Plan supersedes any and all prior severance plans, programs, or
policies covering Eligible Employees, both formal and informal, of the Employer.

ARTICLE II.

                               PURPOSE OF THE PLAN

2.1...The  purpose of the Plan is to provide  Eligible  Employees with Severance
Benefits for a specified  period of time and in a specified  amount in the event
that their  employment  with the  Employer  is  involuntarily  terminated  under
prescribed circumstances.

ARTICLE III.

                                   DEFINITIONS

      Definitions.  When  used in the  Plan,  the  following  words  and
      -----------
phrases  have the  following  respective  meanings  unless  the  context
clearly otherwise requires:

      1.1.  "COBRA"   shall  mean  the   Consolidated   Omnibus   Budget
            Reconciliation  Act of 1986,  as  codified in Section 601 et
            seq. of ERISA and Section 4980B of the Code.

      1.1.  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
            amended.

      1.1.  "Company" shall mean Galileo International, L.L.C.

      1.1.  "Controlled  Group  Member"  shall  mean the  Company  and any other
            entity which is a member of the Company's  controlled group (as such
            term is defined in Sections 414(b) or 414(c) of the Code).

      1.1.  "Effective Date" shall mean January 1, 2000 .

      1.1.  "Eligible  Employee"  shall mean any  individual who is a common-law
            employee  of  an  Employer,   excluding  any  employee  who  is  (a)
            classified by the Employer as a temporary or seasonal employer,  (b)
            classified by the Employer as an  independent  contractor  and whose
            income is not  reported  by the  Employer  for  federal  income  tax
            purposes on Form W-2 (or its  successor),  regardless of whether the
            Employee  is  subsequently  reclassified  by  the  Internal  Revenue
            Service as a common-law  employee for federal  income tax  purposes,
            (c)  covered  by  a  collective  bargaining  agreement  unless  such
            collective  bargaining agreement provides for his coverage under the
            Plan, or (d) a "leased" employee.

      1.1.  "Employer"  shall mean the Company and its Controlled  Group Members
            which have adopted the Plan with the approval of the Managers of the
            Company  or  the  approval  of  the  Plan  Administrator.  As of the
            Effective  Date, the Employers are the Company and, as of January 1,
            2001, Quantitude, Inc.

      1.1.  "Non-Qualifying  Termination"  shall mean a  Termination  of
            Employment under the circumstances set forth in Article IV.

      1.1.  "Plan"   shall  mean  the  Galileo   International,   L.L.C.
            Severance Plan.

      1.1.  "Plan  Administrator"  shall mean the committee appointed by
            the Company to administer the Plan under Article X.

      1.1.  "Qualifying   Termination"   shall  mean  a  Termination  of
            Employment which is not a Non-Qualifying Termination.

      1.1.  "Salary" shall mean the Eligible  Employee's rate of pay, payable by
            the Employer for services  performed as an employee,  determined  on
            the  effective  date  of a  Qualifying  Termination.  For an  exempt
            employee,  such rate of pay shall mean such  employee's rate of base
            annual  salary.  For a non-exempt  employee,  such rate of pay shall
            mean  such  employee's  regular  hourly  rate,  excluding,   without
            limitation,  overtime payments, multiplied by the number of hours he
            works during a regularly scheduled work week.

      1.1.  "Severance  Benefits"  shall  mean  Severance  Pay and Other
            Benefits provided in Section 6.2.

      1.1.  "Severance  Pay" shall mean the  amounts  payable in cash as
            provided in Section 6.1.

      1.1.  "Termination  of Employment"  shall mean any  termination of
            the Eligible Employee's employment with an Employer.

      3.16. "Year of  Continuous  Service"  shall mean each  12-month  period of
            continuous,  uninterrupted  employment of an Eligible Employee as an
            employee of a Controlled Group Member, provided that employment with
            a Controlled Group Member prior to the time when it becomes a member
            of the  Controlled  Group shall be included as  employment  with the
            Controlled  Group Member to the same extent such service is counted,
            if at all,  by the  Controlled  Group  Member  for  purposes  of the
            employee's   vacation  or  as  otherwise  provided  in  the  written
            agreements governing the acquisition, including, as of the Effective
            Date, prior service with (a) Galileo International Partnership,  (b)
            Apollo  Travel  Services  Partnership  ("ATS"),  provided  that  the
            individual  was  transferred  directly from  employment  with ATS to
            employment with the Company without interruption due to the purchase
            of ATS by the  Company,  (c) Covia  Partnership,  provided  that the
            individual  was  transferred  directly  from  employment  with Covia
            Partnership  to  employment   with  ATS  or  Galileo   International
            Partnership  without  interruption on September 16, 1993, (d) United
            Airlines, provided that the individual was transferred directly from
            employment  with United  Airlines to employment  with ATS or Galileo
            International  Partnership without interruption,  (e) Trip.com,  and
            (f)  Quantitude,  Inc..  The period of time during which a full-time
            employee receives benefits under a short term disability  program or
            is absent due to vacation or an  Employer-authorized  leave will not
            interrupt such employee's Years of Continuous Service. An employee's
            Years of  Continuous  Service will be determined as of the effective
            date of the Eligible  Employee's  Qualifying  Termination.  Years of
            Continuous  Service  shall  be  measured,  as  applicable,  from the
            employee's  most recent date of hire by a Controlled  Group  Member.
            Periods of Continuous  Service  shall be cumulative  under the Plan,
            but in no event shall the same  period be counted  more than once as
            Continuous Service.

            Fractional  Years of  Continuous  Service  shall be  credited to the
            nearest  month  (representing  one-twelfth  (1/12) of a year),  with
            service  for any one day in a  month  constituting  service  for the
            entire month.

ARTICLE IV.

                           CONDITIONS OF INELIGIBILITY

4.1.  Notwithstanding  any other  provision  of the Plan,  no  Severance
Benefits  shall be payable in the event of a  Termination  of Employment
due to one or more  of the  following  events  (i.e.,  a  Non-Qualifying
Termination):

(a)         the Eligible  Employee has a Termination  of  Employment  while in a
            category of employment  not covered by the Plan or while employed by
            an entity which is not an Employer;

(b)   the Eligible  Employee has a Termination  of Employment for cause,
            as  determined by the Company's  human  resources  policies,
            in its sole discretion;

(c)   the Eligible  Employee has a Termination  of Employment on account
            of death;

(d)         the  Eligible  Employee has a  Termination  of  Employment  which is
            voluntary through  retirement,  resignation or failure to report for
            work, or voluntarily transfers to employment with a Controlled Group
            Member or affiliate which is not an Employer;

(e)   the  Eligible  Employee  ceases  active  service  but  remains  an
            employee  of the  Employer  on  layoff,  leave  of  absence,
            sabbatical  or other  inactive  status;  provided,  however,
            that an  Eligible  Employee  who  returns  from a  leave  of
            absence duly  authorized  by the Company's  Human  Resources
            Group and for whom no active  position  with the Employer is
            found  upon such  return  shall be  eligible  for  Severance
            Benefits under the Plan;

(f)   the Eligible  Employee has a Termination  of  Employment  when the
            Plan is not in effect;

(g)   the Eligible  Employee is employed by a Controlled  Group  Member,
            or  in  an  operation,   division,   business,   department,
            facility  or  function  of the  Employer  (each a  "divested
            entity"),  and  substantially  all  of  the  assets  of  the
            divested  entity  are  sold or  otherwise  transferred  to a
            purchaser,  and the employee either retains  employment with
            the  Controlled  Group  Member as of the  effective  date of
            the sale or  transfer or is offered a  comparable  position,
            as determined by the Company, with the purchaser;

(h)         the Eligible  Employee  (i) assumes a position  with any provider of
            labor or services to the Employer, in connection with the Employer's
            decision to outsource such employee's job to that provider,  or (ii)
            performs  services  for  the  Employer  and is  designated  by  such
            Employer as a "leased"  employee,  a  consultant  or an  independent
            contractor;

(i)         the Eligible  Employee has a Termination  of  Employment  after such
            Employee  refuses  to  accept  a  position  with  the  Employer,   a
            Controlled Group Member, or an affiliate of the Employer, offering a
            level of  responsibility  and  total  compensation  which is, in the
            aggregate,  comparable  to  such  level  immediately  prior  to  the
            Termination of Employment;

(j)         the  Eligible  Employee's  site of  employment  with the Employer is
            moved less than 35 miles and the employee voluntarily quits or fails
            to report to work at the new location;

(k)         the Eligible Employee who is receiving Severance Benefits is rehired
            by  an  Employer  in  regular  full-time  employment  (or  part-time
            employment if the rehired employee was a part-time employee prior to
            his  Termination  of  Employment).   For  such  rehired   employees,
            Severance Benefits shall end as of the date of rehire; or

(l)         the Eligible Employee, upon a Termination of Employment, is eligible
            to  receive  any  severance  or  similar  benefits  pursuant  to any
            employment,  change-of-control,  or separation agreement between the
            employee and the Employer or under any other severance plan, policy,
            or arrangement.

4.2.  In its  exclusive  discretion,  the  Company may  determine  other
circumstances that constitute a Non-Qualifying Termination.

ARTICLE V.

                            TERMINATION OF EMPLOYMENT

5.1. If the effective date of an Eligible  Employee's  Termination of Employment
is not the last day of a payroll period,  then such employee's paycheck for that
payroll  period  shall be  allocated  between his Salary for such period and his
Severance Pay payable under the Plan,  respectively,  based on the proportionate
number of business days of that payroll  period  preceding the effective date of
such  employee's  Termination of Employment.  The Employer may give the employee
such  advance  notice  of  Termination  of  Employment,  if  any,  as  it  deems
appropriate.

ARTICLE VI.

                               SEVERANCE BENEFITS

      An Eligible Employee who has a Qualifying  Termination with a Employer and
who  executes the Release  described  in Article VII is eligible  for  Severance
Benefits under the Plan, as follows:

6.1.  Severance Pay.

(a)   The amount of Severance  Pay shall be  determined  based upon the Eligible
      Employee's category, as applicable:

(1)         Category  A  -  Each   Eligible   Employee   who  is  approved   for
            participation in the Employer's annual Management Incentive Plan for
            the calendar year of the Eligible Employee's Qualifying Termination,
            as determined by the Managers or its Compensation Committee for that
            year.

(2)         Category  B - Each  Eligible  Employee  who,  as of the start of the
            calendar year of the Eligible Employee's Qualifying  Termination (or
            as the  employee's  date of hire with the Employer,  if the employee
            was not  employed by the  Employer as of the start of that  calendar
            year) is in (i) job grade 7 or below, or (ii) job grade T3 or below.

(3)         Category C - Each Eligible Employee not in Category A or Category B.

(b)   The amount of Severance Pay shall be equal to the following:

(1)                     for Eligible Employees in Category A, the greater of (i)
                        the sum of (A) ten weeks of  Salary,  plus (B) two weeks
                        of Salary for each complete  Year of Continuous  Service
                        credited  to  the  employee  under  the  Plan,  or  (ii)
                        twenty-eight weeks of Salary;

(2)                     for Eligible Employees in Category B, the greater of (i)
                        the sum of (A) three weeks of Salary,  plus (B) one week
                        of Salary for each complete  Year of Continuous  Service
                        credited  to the  employee  under the Plan,  or (ii) six
                        weeks of Salary; or

(3)                     for Eligible Employees in Category C, the greater of (i)
                        the sum of (A) six weeks of Salary, plus (B) one week of
                        Salary  for each  complete  Year of  Continuous  Service
                        credited  to  the  employee  under  the  Plan,  or  (ii)
                        fourteen weeks of Salary.

(c)   Notwithstanding  any other  provision of the Plan,  in no event,  however,
      shall Severance  Benefits payable to any Eligible  Employee under the Plan
      exceed  two times  the  employee's  annual  compensation  during  the year
      immediately  preceding  his  Qualifying  Termination  or be payable over a
      period of more than two years from the date of the Qualifying Termination.

6.2.  Other Benefits

(a)   During the period  that  Severance  Pay is payable,  the  Employer
      shall  pay the  Eligible  Employee's  costs of  continued  medical
      coverage  under  COBRA,   provided  that  such  Eligible  Employee
      elects  COBRA  coverage   under  the   Employer's   medical  plan.
      Notwithstanding  the  foregoing,  the Employer  shall not pay such
      COBRA  costs  (1)  for  any  period  if  the   Eligible   Employee
      receives  Severance Pay in the form of a lump sum payment,  or (2)
      after the date that such  Eligible  Employee  would have  received
      his final  Severance  Pay  payment if he had  commenced  receiving
      such  payments  as of the first  pay  period  beginning  after his
      Qualifying Termination.

(b)   After a Qualifying Termination, the Eligible Employee shall be entitled to
      receive any tuition  reimbursement  previously approved for any courses or
      classes in which the Eligible Employee is actually enrolled at the time of
      such Qualifying Termination.

ARTICLE VII.

                          PAYMENT OF SEVERANCE BENEFITS

7.1. Subject to the preconditions stated herein,  Severance Pay which is payable
to an Eligible  Employee under the Plan shall be payable in accordance  with the
Employer's regular payroll schedule. The Company may, in its discretion, pay all
or any portion of the unpaid  balance of Severance Pay due an Eligible  Employee
under  the Plan in  monthly  or  quarterly  installments  or a single  lump sum.
Notwithstanding  the  foregoing,  however,  no Severance  Benefits shall be paid
prior to the expiration of the seven-day  revocation  period provided for in the
waiver and release  attached as Exhibit A. Except as  otherwise  provided by the
Company,  in no event may Severance  Benefits  continue to any Eligible Employee
for more than two years beyond the later of the effective date of his Qualifying
Termination or age 65.

7.2. Severance Benefits will be subject to Federal,  State, and local income tax
withholding  as  well  as all  applicable  payroll  taxes  as and to the  extent
required by applicable law.

ARTICLE VIII.

                               WAIVER AND RELEASE

8.1. A condition for receiving  Severance  Benefits under the Plan shall be that
the Eligible  Employee  voluntarily  give the  Employer a valid and  enforceable
written waiver and release of claims  relating to his employment and termination
of employment with the Employer.  Such waiver and release shall be substantially
in the form attached as Exhibit A to the Plan.

ARTICLE IX.

                                  REINSTATEMENT

9.1.  Severance  Benefits  will be  suspended if an Eligible  Employee  performs
services for an Employer or Controlled Group Member as a temporary  employee,  a
leased  employee or as an independent  contractor and will  recommence when such
person is no longer  performing  services  for any  Controlled  Group  Member or
affiliate.

9.2. In the event that an employee is  reemployed  by the  Employer,  Controlled
Group  Member  or an  affiliate  of the  Employer  while  receiving  payment  of
Severance  Benefits  under the Plan,  Severance  Benefits under the Plan will be
suspended as of the date such reemployment begins.

ARTICLE X.

                               PLAN ADMINISTRATION

10.1.   The  Company  shall   designate  and  appoint  to  serve  as  the  "Plan
Administrator" and the "named fiduciary" of the Plan (within the meaning of such
terms as defined in ERISA),  a  committee  consisting  of not more than five (5)
individuals,  who may be employees of an Employer (and who may be the members of
the Company's ERISA Plans Administration Committee).

10.2.  The  Plan  Administrator  shall  have  the  exclusive  and  discretionary
authority to determine  eligibility for Plan benefits, to interpret and construe
the terms of the Plan and to make factual determinations about all Plan matters.
The  decisions  of the Plan  Administrator  shall be final and  conclusive  with
respect to all questions  concerning  the  administration  of the Plan. The Plan
Administrator  may delegate to other  persons  responsibilities  for  performing
certain of the duties of the Plan Administrator  under the terms of the Plan and
may seek such expert advice as the Plan Administrator deems reasonably necessary
with respect to the Plan. The Plan Administrator  shall be entitled to rely upon
the  information  and advice  furnished by such  delegatees and experts,  unless
actually knowing such information and advice to be inaccurate or unlawful.

ARTICLE XI.

                            BENEFIT CLAIMS PROCEDURES

11.1.  Any  Eligible  Employee  who  believes he is eligible  for any  Severance
Benefit  under  the Plan  which has not been  paid  shall  file a claim for such
benefit in accordance with this Article XI. Such claim shall be filed in writing
with the Plan  Administrator  as promptly as practicable,  but in no event later
than one year after the first  delinquent  payment of  Severance  Pay would have
been  scheduled to be paid to the claimant had the benefits  claimed by him been
paid in the ordinary  course under the Plan.  Severance  Benefits under the Plan
will be paid only if the Plan  Administrator  decides in its discretion that the
claimant is entitled to them.

11.2.  Each claim for benefits  under the Plan shall be  considered  by the Plan
Administrator and granted or denied, in whole or in part, in the sole discretion
of the Plan Administrator.  The Plan Administrator's decision shall be issued in
writing to the claimant  within  ninety (90) days (or, if special  circumstances
require  it,  within a further  period of ninety (90) days,  provided  notice is
issued to the  claimant  of such  extension  before the first  ninety  (90) days
expires).  A decision of the Plan Administrator  denying a claim, in whole or in
part, will set forth in a clear and understandable manner:

(a)   the specific reason or reasons for the denial;

(b)   specific  reference  to  pertinent  Plan  provisions  on which the
            denial is based;

(c)   a  description   of  any   additional   material  or   information
            necessary  for the  claimant  to perfect  the claim,  and an
            explanation   of  why  such  material  or   information   is
            necessary; and

(d)   an  explanation  of the appeal  procedures set forth below in this
            Article XI.

11.3. If notice of an extension or of a decision has not been  furnished  within
ninety (90) days of the filing of a claim, the claimant may presume the claim to
have been denied as of that 90th day for the purpose of proceeding to the appeal
stage set forth below.

11.4. A claimant, or his authorized  representative,  shall have sixty (60) days
following receipt of a claim denial in which to appeal that denial.  During that
sixty (60) day period, the claimant or authorized  representative may review the
Plan's  records  pertaining  to the claim and may  submit a written  appeal,  to
include all issues, comments and further materials and information in support of
the claim.  Such appeals shall be directed to and  considered by the ERISA Plans
Administration  Committee of the Company (the "EPAC"),  as constituted from time
to time.  Failure to appeal  within  such sixty  (60) day period  constitutes  a
waiver of the right to challenge the claim denial.

11.5.  Upon receipt of an appeal,  the EPAC shall review and consider the appeal
and reach a  decision,  in its sole  discretion,  within  sixty  (60) days after
receipt of the appeal (or, if special circumstances require it, within a further
period of sixty  (60) days,  provided  notice is issued to the  claimant  or his
representative  of such  extension  before  the  first  sixty  (60)  day  period
expires).  The EPAC may  request  and  explore  such  additional  materials  and
information as it deems necessary and appropriate in order to render a decision.
The  decision  of the EPAC  shall be issued in  writing  and will set forth in a
clear and  understandable  manner the reasons for the decision and make specific
references to pertinent Plan  provisions on which the decision is based.  Except
as  otherwise  may be required by law,  the decision of the EPAC (or of the Plan
Administrator,  if  different  and an  appeal  is not  made)  shall be final and
binding.

ARTICLE XII.

                          AMENDMENT/TERMINATION/VESTING

12.1.  No person  shall have any vested right to  Severance  Benefits  under the
Plan. The Company reserves the right in its sole discretion to amend,  extend or
terminate the Plan at any time by a written  instrument of amendment executed by
EPAC.

ARTICLE XIII.

                                  NO ASSIGNMENT

13.1.  Severance  Benefits  payable  under  the Plan  shall  not be  subject  to
anticipation,  alienation,  pledge, hypothecation,  sale, transfer,  assignment,
garnishment,  attachment, execution, encumbrance, levy, lien, or charge, and any
attempt  to cause  such  Severance  Benefits  to be so  subjected  shall  not be
recognized, except to the extent required by law.

ARTICLE XIV.

                              NO EMPLOYMENT RIGHTS

14.1.  The Plan shall not confer  employment  rights upon any person.  No person
shall be  entitled,  by  virtue of the  Plan,  to  remain  in the  employ of the
Employer.

ARTICLE XV.

                                  PLAN FUNDING

15.1. No Eligible  Employee  shall acquire by reason of the Plan any right in or
title to any assets, funds, or property of the Employer.  Any Severance Benefits
which become payable under the Plan are unfunded obligations of the Employer and
are payable solely from the general assets of the Employer.

ARTICLE XVI.

                                 APPLICABLE LAW

16.1. The Plan shall be governed and construed in accordance  with ERISA and, in
the event that any  reference  shall be made to State law, the laws of the State
of Illinois shall apply.

ARTICLE XVII.

                                    PLAN YEAR

17.1. The Plan Year of the Plan shall be the calendar year.

ARTICLE XVIII.

                            MISCELLANEOUS PROVISIONS

18.1. All Employer property (i.e.,  keys,  credit cards,  documents and records,
identification cards, equipment,  etc.) must be returned by an Eligible Employee
in order for such Eligible Employee to commence or continue receiving  Severance
Benefits  under the Plan.  This  forfeiture  remedy is not  exclusive  and is in
addition to any and all other legal and equitable rights and remedies  available
to the Employer to protect or recover its  property  under  applicable  law. Any
failure by the Employer to apply this forfeiture remedy in one or more instances
shall not waive the Employer's right to apply such remedy in any other case.

18.2. For purposes of construing the Plan, all references in the masculine shall
include the  feminine  and all  references  in the  singular  shall  include the
plural, as the context and circumstances may require.

      IN  WITNESS  WHEREOF,  GALILEO  INTERNATIONAL,  L.L.C.  has caused
this  amended  and  restated  Plan to be  adopted,  put into  effect  in
accordance  with its terms,  and executed on this 13TH day of  December,
                                                  -----       ---------
2000, to be effective as of January 1, 2000 .

                                    GALILEO INTERNATIONAL, L.L.C.


                                    By:  /s/ Lyn Bulman

                                    Its: Senior Vice President


<PAGE>







CH:  1102323v11                   EXHIBIT "A"
                     GALILEO INTERNATIONAL, L.L.C.
                                 SEVERANCE PLAN

                                    EXHIBIT A

                                 Form of Release

                         SEVERANCE AGREEMENT AND RELEASE

        GALILEO INTERNATIONAL, L.L.C. ADVISES ELIGIBLE EMPLOYEE
     TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT

("Eligible Employee") and GALILEO  INTERNATIONAL,  L.L.C. ("the Company") hereby
enter into this Severance Agreement and Release ("Agreement").

            WHEREAS,  there has been a Qualifying  Termination,  as such term is
defined in the Galileo  International,  L.L.C.  Severance Plan (the "Plan"),  of
Eligible Employee's  employment from the Company or one of the Released Parties;
and

            WHEREAS, the Eligible Employee is required to sign this Agreement in
order to receive Severance Benefits in accordance with the terms of the Plan.

            NOW  THEREFORE,  in  consideration  of the promises  and  agreements
contained herein and other good and valuable consideration,  the sufficiency and
receipt of which are hereby acknowledged, and intending to be legally bound, the
Eligible Employee agrees as follows:

1.    Eligible  Employee's  employment  with the  Company  or one of the
Released Parties will end on __________________________, ________.

2. As  consideration  for Eligible  Employee's  promises in this Agreement,  the
Company  will pay  Severance  Pay to  Employee in the amount of  $_______,  less
applicable payroll deductions, and, at Eligible Employee's election, provide for
continued  medical  benefits,  in  accordance  with the terms of the  Plan.  The
payment of Severance Benefits will be made, or commence,  no earlier than on the
Company's  next regular  payday after the 7-day  revocation  period set forth in
Paragraph 8(e) has expired. This payment, in conjunction with payment of accrued
vacation time and earned salary or wages,  less applicable  payroll  deductions,
fully  discharges any  obligations  of the Company to Eligible  Employee for any
other  compensation,  wages or any other expectation of remuneration on the part
of Eligible Employee.

3. Eligible Employee agrees that the foregoing Severance  Benefits,  in addition
to the other  payments  and benefits  payable  under the Plan,  constitutes  the
entire  amount  of  consideration  provided  to  Eligible  Employee  under  this
Agreement  and the Plan,  and that  Eligible  Employee will not seek any further
compensation or benefits from the Company.  Eligible  Employee also  understands
and agrees that, absent this Agreement, Eligible Employee would not otherwise be
entitled to the Severance Benefits described in Paragraph 2.

4. Eligible  Employee agrees to immediately turn over to the Company any and all
files, memoranda, notes, records, reports, photographs, drawings, plans, papers,
or other documents (whether paper or electronic),  physical or personal property
obtained by Eligible  Employee during the course of his/her  employment with the
Company and that are the property of the Company.  Eligible Employee understands
that he/she will forfeit  his/her right to all severance pay and benefits  under
the Plan if he/she  fails to return the  property to the  Company.  Furthermore,
Eligible Employee agrees not to disclose any Confidential  Information  obtained
by Employee  during the course of his/her  employment  with the Company,  to any
person other than an officer, director, or employee of the Company. For purposes
of this Agreement,  "Confidential  Information"  shall mean methods,  processes,
techniques, formulae, equipment, research data, marketing and sales information,
personnel data, customer lists, financial data, plans, and all know-how or trade
secrets  belonging  to the Company,  or any of its  subsidiaries  or  affiliated
companies, and which have not been published or disclosed to the general public.
In addition,  Eligible  Employee  agrees that nothing in this Agreement shall be
construed  to  waive,  release,  impair,  abridge  or  affect,  in any way,  any
intellectual   property  rights  [including  but  not  limited  to  discoveries,
inventions,   improvements,  and  innovations,   (whether  patentable  or  not);
trademarks; or copyrights] assigned to the Company by Eligible Employee, whether
by contract or by operation of law, during his/her employment with the Company.

5. Eligible Employee  understands that state and federal laws, including the AGE
DISCRIMINATION IN EMPLOYMENT ACT, prohibit  employment  discrimination  based on
age, sex,  race,  color,  national  origin,  religion,  handicap,  disability or
veteran  status.  Eligible  Employee  further  understands  and agrees that,  by
signing this Agreement,  he/she agrees to waive any such claims,  and to release
the Company from any such claims.

6. In  consideration  of the payments to be made and the benefits to be received
by the  Eligible  Employee  pursuant to the Plan,  which the  Eligible  Employee
acknowledges  are in  addition  to the  payments  and other  benefits  which the
Eligible Employee would be entitled to receive absent the Plan and the execution
of this  Agreement,  the  Eligible  Employee,  for himself  and his  dependents,
successors,  assigns,  heirs,  executors and  administrators  (and his and their
legal  representatives of every kind), hereby releases,  dismisses,  remises and
forever  discharges  the  Company,  its  predecessors,   parents,  subsidiaries,
divisions, related or affiliated companies,  officers, directors,  stockholders,
members,  employees,  heirs, successors,  assigns,  representatives,  agents and
counsel  (collectively,  "the Released Parties"),  from any and all liabilities,
arbitrations,  claims,  including claims for attorney's fees, demands,  damages,
suits,  proceedings,  actions  and/or  causes  of  action  of any kind and every
description,  whether known or unknown,  which Eligible  Employee now has or may
have had for, upon, or by reason of any cause whatsoever ("claims"), against the
Released Parties, including but not limited to:

(a)   any and all claims  arising  out of or  relating  to  Eligible  Employee's
      employment by or service with, and his termination of employment from, the
      Company or one of the Released Parties;

(b)   any and all claims of  discrimination,  including  but not limited
      to claims of  discrimination  on the  basis of sex,  race,  color,
      age,  national  origin,   marital  status,   sexual   orientation,
      ancestry,  harassment,  handicap,  parental  status,  retaliation,
      veteran  status,   source  of  income,   religion  or  disability,
      including,  specifically,  but without  limiting the generality of
      the  foregoing,   any  claims  under  the  AGE  DISCRIMINATION  IN
      EMPLOYMENT  ACT, as amended,  Title VII of the Civil Rights Act of
      1964,  as  amended,   the  Equal  Pay  Act,  the  Americans   with
      Disabilities  Act,  Title 42 of the United  States  Code,  and any
      other  applicable  federal,  state,  municipal  or local  statute,
      ordinance, law and/or regulation; and

(c)   any other  claim  whatsoever  including,  but not  limited to, any
      and all  claims of  wrongful  or unjust  discharge,  breach of any
      contract or  promise,  express or  implied,  promissory  estoppel;
      any  and  all  claims  for  wages,  overtime,  commissions,  bonus
      compensation,  sick leave,  vacation  pay,  benefits;  any and all
      claims  under the Fair Labor  Standards  Act, as amended;  any and
      all   claims   for   torts,   harassment,   pain  and   suffering,
      negligence,  gross negligence,  intentional injuries,  defamation,
      invasion  of  privacy;  or other  similar  claims  arising  out of
      relating to  Eligible  Employee's  employment  with the Company or
      one of the Released parties.

            Provided, however, that Eligible Employee expressly does not release
      or waive:  any rights or claims  which  Employee  may have,  under the Age
      Discrimination  in Employment  Act, that arise after the date of execution
      of this Agreement;  any rights or claims relating to vested  retirement or
      pension  benefits;  any  claims  he/she  may  make  under  state  workers'
      compensation or unemployment  compensation  laws; and any rights or claims
      which Eligible Employee is precluded from waiving by operation of law.

7. Eligible  Employee  understands and acknowledges that the Released Parties do
not admit any violation of law,  liability or invasion of any of his/her  rights
and that any such  violation,  liability  or invasion is expressly  denied.  The
consideration  provided  for this  Agreement is made for the purpose of settling
and  extinguishing  all claims and rights (and every other similar or dissimilar
matter) that  Eligible  Employee ever had or now may have against the Company to
the extent  provided in this  Agreement.  Eligible  Employee  further agrees and
acknowledges that no representations,  promises or inducements have been made by
the Company other than as appear in the Plan.

8.    Eligible Employee further agrees and acknowledges that:

(a)   The release  provided for herein  releases claims to and including
      the Effective Date of this Agreement;

(b)   He/she has been advised by the Company to consult with legal counsel prior
      to executing this Agreement, has had an opportunity to consult with and to
      be advised by legal counsel of his/her choice, fully understands the terms
      of this  Release,  and enters into this Release  freely,  voluntarily  and
      intending to be bound;

(c)   He/she  was   provided   with  this   Agreement   for   consideration   on
      _________________________,  _______,  and that  he/she  has  been  given a
      period  of 21 days to review  and  consider  the terms of this  Agreement,
      prior  to its  execution  and  that  he/she  may use as much of the 21 day
      period as he/she desires;

(d)   He/she has received a copy of the Plan; and

(e)   He/she   may,   within  7  days  after   execution,   revoke  this
      Agreement,  and this  Agreement  shall not be effective  until the
      expiration   of  this  7-day   period  ("the   Effective   Date").
      Revocation  shall  be made  by  delivering  a  written  notice  of
      revocation  to  the  Plan  Administrator  at  the  address  of the
      Company.  For such  revocation  to be  effective,  written  notice
      must  be  actually  received  by  the  Plan  Administrator  at the
      address  of the  Company no later  than the close of  business  on
      the 7th day after Eligible  Employee  executes this Agreement.  If
      Eligible  Employee  does  exercise  his/her  right to revoke  this
      Agreement,  all of  the  terms  and  conditions  of the  Agreement
      shall be of no force and  effect  and the  Company  shall not have
      any  obligation  to make  payments  to  Eligible  Employee  as set
      forth in this Agreement and under the Plan.

9. Eligible Employee represents that he/she has not filed nor caused to be filed
any lawsuit or other  complaint  that raises any claims that he/she has released
under  Paragraph 6. Eligible  Employee  further agrees that he will never file a
lawsuit  or  other  complaint  asserting  any  claim  that is  released  in this
Agreement.  10.  Eligible  Employee waives and releases any claim that he has or
may have to  reemployment  with the  Company,  or any of its  parent  companies,
subsidiary companies, affiliates, successors or assigns.

11.  Eligible  Employee  agrees that no promises  or  agreements  have been made
except those contained in this Agreement and that this Agreement  supersedes any
other oral and written  understandings,  statements or  provisions  prior to the
date this Agreement is executed.  If any provision of this Agreement is declared
invalid or unenforceable,  the remaining  portions of the Agreement shall not be
affected thereby and shall be enforced.  However,  if Eligible Employee's waiver
and  release in  Paragraph  6 above is  declared  illegal or  invalid,  Eligible
Employee  shall  have no right to  receive  or  retain  the  Severance  Benefits
described in Paragraph 2 above.

12. This Agreement is deemed made and entered into in the State of Illinois, and
in all respects shall be  interpreted,  enforced and governed under the internal
laws of the State of Illinois,  to the extent not  preempted by federal law. Any
dispute  under  this  Agreement  shall be  adjudicated  by a court of  competent
jurisdiction in the State of Illinois.


<PAGE>


            You and the Company  each  signify  acceptance  of the terms of this
Agreement by signing below.

GALILEO INTERNATIONAL, L.L.C.

By:                                    Date:
    ------------------------------          ------------------------------

Title:
      ------------------------------



ELIGIBLE EMPLOYEE:

                                       Date:
----------------------------------          ------------------------------
Signature

                                       Date:
----------------------------------          ------------------------------
Print Name

Please provide your mailing address for  Please return this election to:
your severance check(s):
                                         Galileo International, L.L.C.
                                         Human Resources Department
                                         9700 W. Higgins Road, Suite 400
----------------------------------
                                         Rosemont, IL 60018
----------------------------------
<PAGE>





CH:  4THAMENDMENT401K.DOC

EXHIBIT 10.33(d)

                                FOURTH AMENDMENT

                                     TO THE

                              GALILEO INTERNATIONAL

                           SAVINGS AND INVESTMENT PLAN

            WHEREAS, Galileo International, L.L.C. (the "Company") sponsors
and maintains the Galileo International Savings and Investment Plan (the
"Plan"); and

            WHEREAS, pursuant to Section 14.1 of the Plan, the Company has
reserved the right to amend such plan; and

            WHEREAS,  the  Company  desires  to  amend  the Plan to  modify  the
definition of "Compensation" and to provide that the ERISA Plans  Administrative
Committee  ("EPAC") has the authority under certain  circumstances  to amend the
Plan;

            NOW, THEREFORE,  BE IT RESOLVED,  that the Plan is hereby amended to
read as follows:

1.    Section 1.12 of the Plan is hereby amended to read as follows:

      BOARD.  The term Board means the Managers of Galileo International.

2.    Effective January 1, 2000, Section 1.14(A) of the Plan is hereby
      amended to read as follows:

            1.14  COMPENSATION

                  (A)   Except  as  otherwise  provided  in the  Plan,  the term
                        "Compensation"  means a  Participant's  earned  base pay
                        (including  for  purposes of  Nonelective  Contributions
                        only, pre-tax FlexTrack Benefit contributions), plus pay
                        for:

                        Overtime                     Commissions

                        Doubletime                   Retroactive Pay

                        Shift Differential           Lump-Sum Merit Pay

                        Holiday Rotating Day Off     Management Incentive
                                                     Bonuses*

                        Holiday Worked Rotating Day  Profit Sharing Plan
                                                     Distributions

3.    Effective January 1, 2001, Section 1.17 of the Plan is hereby amended
      to read as follows:



<PAGE>



                                        3

CH:  4THAMENDMENT401K.DOC

      1.17  DISABILITY.  The term  Disability  means,  as  determined  within 12
            months of a termination of employment  with the Employer and each of
            its controlled group members by a licensed  healthcare  practitioner
            (including a physician,  licensed  nurse,  licensed  social  worker,
            etc.),  that (a) the  Participant  is  unable  to  perform  (without
            substantial  assistance) at least two activities of daily living for
            a period  of at least 90 days due to a loss of  functional  capacity
            (or  the  Participant  has a loss of  capacity  similar  thereto  in
            accordance with regulations  prescribed by the Secretary of Treasury
            in consultation  with the Secretary of Health and Human Services) or
            (b) the Participant requires substantial  supervision to protect him
            from   threats  to  health  and  safety  due  to  severe   cognitive
            impairment.  "Activities  of daily living" for this purpose  include
            eating, toileting,  transferring,  bathing, dressing and continence.
            The date of  Disability  for this  purpose  means  the date that the
            Participant  would be eligible  for  benefits  under the  Employer's
            long-term  care plan or would begin  receiving  such benefits if the
            Participant had enrolled in such plan.

4.    Effective  January 1, 2001, the first sentence of Section 1.23 of the Plan
      is hereby amended to read as follows:

      The  term  Employer   means  Galileo   International,   L.L.C.   ("Galileo
      International")  and any of its  successor  organizations  which elects to
      continue the Plan and any member of its controlled  group of  corporations
      (as defined  below)  which  adopts the Plan with  Galileo  International's
      consent.

5.    Effective January 1, 2001, the first sentence of Section 14.1 is hereby
      amended to read as follows:

      The Board, by resolution, shall have the right from time to time to modify
      or  amend,  in  whole  or in  part,  any or all  provisions  of the  Plan.
      Notwithstanding the foregoing, the Administrator shall also have the right
      from  time to time to modify  or  amend,  in whole or in part,  any or all
      provisions  of the Plan,  provided that such  amendment  does not increase
      Plan benefits or increase the costs of the Plan to Galileo  International.
      All such  amendments  shall be in  writing  and shall be signed by Galileo
      International in the event of an amendment  adopted by the Board or by the
      Administrator in the event of an amendment by the Administrator.

6.    Effective January 1, 2001, Section 14.2 of the Plan is hereby amended
      to read as follows:

      14.2  CONDITIONS  OF  AMENDMENT.  Neither  Galileo  International  nor the
            administrator shall make any amendment which would cause the Plan to
            lose its status as a  qualified  plan  within the meaning of section
            401(a) of the Code.

7.    Effective  January 1, 2001, The first sentence of Section 14.3 of the Plan
      is hereby amended to read as follows:

      Galileo  International  intends to continue the Plan  indefinitely for the
      benefit of its Employees,  but reserves the right to terminate the Plan at
      any time by resolution of its Board.


<PAGE>


8.    Effective  January  1, 2001,  Article XV of the Plan is hereby  amended by
      substituting  the  phrase  "Galileo  International"  for the  phrase  "the
      Employer" wherever it occurs therein.

9.    Except as otherwise provided herein, the Plan shall continue in full
      force and effect.

Dated this 13th day of December, 2000.

                                          GALILEO INTERNATIONAL L.L.C



                                          By: /s/ Lyn Bulman

                                          Its: Senior Vice President

1102802v6


<PAGE>


EXHIBIT 10.36

                              GALILEO INTERNATIONAL

                             EMPLOYEES PENSION PLAN

ARTICLE I

                                  INTRODUCTION

Section 1.01  Amendment  and  Restatement.  Effective  January 1, 1997,  Galileo
International,  L.L.C.  hereby  amends and  restates  the Galileo  International
Employees Pension Plan. The Plan, as amended and restated herein, is intended to
continue  to qualify as a  non-integrated  defined  benefit  pension  plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and
the Galileo  International  Employees Pension Trust (the "Trust") is intended to
continue to be tax-exempt under Section 501(a) of the Code.

Section  1.02  History  and  Purpose.  Effective  as of January  1, 1993,  Covia
Partnership  ("Covia") established the Covia Employees Pension Plan (the "Plan")
for the benefit of all eligible employees of Covia and its Affiliated Employers.
The Plan replaced the Covia Pension Plan (previously  known as the "Covia Mirror
Pension  Plan") (the "Prior  Plan") that was  originally  established  August 5,
1988, and was amended and restated thereafter.  Effective as of January 1, 1993,
the Prior Plan was merged into this Plan.

      Effective  as of  September  16, 1993,  pursuant to a  combination  of the
operations of Covia, certain of the assets and business of Covia were assumed by
Apollo Travel Services, a general partnership ("Apollo"),  and Covia Partnership
was  renamed  as  Galileo  International  Partnership.   Accordingly,  effective
September  16, 1993,  the Plan was renamed the Galileo  International  Employees
Pension Plan.

      Effective  as of January 1, 1994,  Apollo  established  the Apollo  Travel
Services  Pension  Plan (the  "Apollo  Plan") for the  benefit  of its  eligible
employees.

      Effective July 30, 1997, Galileo International Partnership was merged
into Galileo International, L.L.C. and Galileo International L.L.C. purchased
all of the outstanding partnership interests of Apollo.  The Apollo Plan was
merged into the Plan, effective January 1, 1997.

Section 1.03  Applicability.  The  provisions  of this amended and restated Plan
shall apply only to an Employee who terminates employment on or after January 1,
1997. The rights of any person whose status as an Employee  terminated  prior to
January 1, 1997,  shall be determined in accordance  with the  provisions of the
Plan in effect on the date his employment terminated,  except that the rights of
any  person  who had  deferred  vested  benefits  under the Prior  Plan shall be
determined  in  accordance  with the Prior Plan as in effect on the date of such
Participant's termination of employment,  unless otherwise specifically provided
under the terms of this Plan.  Notwithstanding the foregoing,  the rights of any
person  whose status as employee of Apollo  terminated  prior to January 1, 1998
shall be determined in accordance  with the Apollo Plan as in effect on the date
of such person's termination of employment.

ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

      Where the following  words and phrases appear in this Plan, they will have
the  meanings set forth in this  Article  unless the context of a given  Section
indicates otherwise.

Section 2.01 Accrued  Benefit.  A  Participant's  benefit,  determined as of any
date,  based on the formula set forth in Section 6.02 of this Plan,  and payable
as a Single Life Annuity at Normal  Retirement Age. Such Accrued Benefit will be
determined  in  accordance  with the  provisions of Articles VI through X of the
Plan.

Section 2.02      Actuarial Equivalent.  A benefit or amount that has the
                  --------------------
same Actuarial Equivalent Value as an Accrued Benefit or other applicable
benefit.

Section 2.03 Actuarial Equivalent Value. A benefit or amount of equivalent value
when calculated under generally accepted actuarial methods, using the applicable
tables, interest rates and other factors described, as applicable, in Appendix B
of the Plan and in Section 12.08.

Section 2.04      Affiliated Employer.  Any of the following entities as
                  -------------------
defined under Section 414 of the Code:

(a) any  corporation  that is a member  of a  controlled  group of  corporations
(within the meaning of Section 414(b) of the Code) with Galileo International;

(b) any trade or  business,  whether or not  incorporated,  that is under common
control  (within  the  meaning  of  Section  414(c)  of the Code)  with  Galileo
International;

(c) any  trade or  business  that is a member  of an  affiliated  service  group
(within  the  meaning  of  Section   414(m)  of  the  Code)  of  which   Galileo
International is also a member;

(d)   any other entity required to be aggregated with Galileo International
under Section 414(o) of the Code; or

(e) solely for purposes of Article XV, any entity required to be aggregated with
Galileo International under the rules set forth in Code Section 415(h).

provided that  "Affiliated  Employer" does not include any entity for any period
before the date such entity  satisfied  (or after the date the entity  ceases to
satisfy) the  affiliation or control tests of (a) through (d) above,  subject to
the provisions of Appendix A.

      For periods prior to the closing date of the Covia Reorganization,  unless
otherwise  specifically  provided under the Plan, the term "Affiliated Employer"
shall also include United Air Lines;  provided,  however,  that United Air Lines
retains not less than fifty  percent (50%)  ownership of Galileo  International.
For periods on and after the closing date of the Covia Reorganization,  the term
"Affiliated  Employer"  shall not  include  United Air Lines,  unless  otherwise
specifically provided under the Plan.

Section 2.05      Annuity Starting Date.  The first day of any period for
                  ---------------------
which an amount is paid as an annuity, or in any other form, under the Plan.

Section 2.06      Apollo Plan.  The Apollo Travel Services Pension Plan,
                  -----------
which was merged into the Plan effective as of January 1, 1998.

Section 2.07  Applicable  Interest  Rate. The annual rate of interest on 30-year
Treasury  securities for the month of November (as specified by the Commissioner
of the Internal  Revenue Service for that month)  preceding the first day of the
calendar year that contains the Annuity Starting Date for the distribution.

Section 2.08 Applicable Mortality Table. The 1983 Group Annuity Mortality Table,
assuming a fixed  blend of 50% of the male and female  mortality  rates (or such
other table  prescribed  by the Secretary of the Treasury for this purpose under
Section 417(e)(3)(A)(ii)(I) of the Code).

Section 2.09 Authorized Leave of Absence. Any absence authorized by the Employer
under the Employer's  standard  personnel  practices,  provided that all persons
under  similar  circumstances  must be  treated  alike in the  granting  of such
Authorized  Leaves of Absence;  and provided  further  that the Employee  timely
returns to  employment  with the Employer or retires  immediately  following his
Authorized Leave of Absence.  A leave of absence taken to serve in the uniformed
services  of the United  States  under  circumstances  whereby  the  Employee is
entitled to  reemployment  rights under the Uniformed  Services  Employment  and
Reemployment  Rights Act of 1994  ("USERRA")  shall be  considered an Authorized
Leave of Absence to the  extent  required  and  subject  to the  conditions  and
restrictions  of USERRA,  provided that the Employee  returns to employment with
the Employer within the period provided by USERRA.

Section 2.10 Beneficiary. Any legal or natural person or persons designated by a
Participant or otherwise authorized in accordance with the provisions of Article
XIV  herein to receive  any  benefit  that may be  payable  under this Plan with
respect to a Participant upon such Participant's death.

Section 2.11 Benefit  Service.  Subject to the limitations set forth in Articles
III  and  IV  of  the  Plan,  for  purposes  of  determining  the  amount  of  a
Participant's  benefit  payable under this Plan, a Participant  will be credited
with Benefit Service under subparagraphs (a) through (e) below, as applicable to
such Participant:

(a) Regular  Full-Time and Part-Time  Employees.  A Participant who is a regular
Full-Time or Part-Time  Employee shall be credited with one (1) month of Benefit
Service for each Month of Service earned by such Participant on or after January
1, 1993.

(b) Prior Plan  Participant.  A Participant  who was a participant  in the Prior
Plan shall be  credited  with months of Benefit  Service  equal to the number of
Months of Service for benefit accrual  purposes that were standing to his credit
under the Prior Plan as of December 31, 1992.

(c)  Disabled  Participants.  A  Participant  who  was a  regular  Full-Time  or
Part-Time Employee and who becomes Disabled on or after the Effective Date shall
be  credited  with one (1)  calendar  month of  Benefit  Service  for each  full
calendar month he is not actively employed due to his Disability, up to the date
such Participant elects to retire on his Disability Retirement Date.

(d) Employment with  Affiliated  Employer.  A Participant  shall not be credited
with  Benefit  Service  during  his  period  of  employment  with an  Affiliated
Employer,  unless such  Affiliated  Employer has adopted this Plan and become an
Employer hereunder or unless otherwise provided in Appendix A.

      Notwithstanding the foregoing,  no Participant shall be credited with more
than one (1) month of Benefit Service under  subparagraphs (a) through (d) above
for any single  calendar  month of  employment.  The maximum number of months of
Benefit Service that may be credited to a Participant  under  subparagraphs  (a)
through  (d) of this  Section  shall not exceed (i) four  hundred  eighty  (480)
(i.e., forty (40) years), less (ii) months of benefit service credited under the
Covia  Retirement Plan to a maximum of seventy-two  (72) months (i.e..,  six (6)
years).

Section 2.12      Code.  The Internal Revenue Code of 1986, as amended from
                  ----
time to time, and the regulations promulgated thereunder.

Section 2.13  Committee or Plan  Administrator.  The ERISA Plans  Administration
Committee  ("EPAC"),  whose members shall be appointed  from time to time by the
Managers.  The authority to control and manage the operation and  administration
of the Plan will be vested in the  Committee,  as described in Article XVII. The
Committee will be the Plan  "administrator"  as described in Section 3(16)(A) of
ERISA, and the "named fiduciary" within the meaning of Section 402 of ERISA.

Section 1.01  Compensation.  (a) The following  amounts paid to the  Participant
during any Plan Year: (1) base pay, overtime,  doubletime,  shift differentials,
lump sum merit pay,  holiday  rotating day off, holiday worked rotating day off,
commissions,  retroactive pay,  management  incentive  bonuses,  and special pay
incentives  for  Secondee  retirees  paid prior to  September  1, 1993,  (2) any
amounts not currently  includible  in taxable  income that  constitute  elective
pre-tax salary reduction contributions under Sections 125, 129 and 401(k) of the
Code,  and (3) effective for Plan Years  beginning on and after January 1, 1995,
Employer profit sharing  contributions made on behalf of a Participant under the
Galileo  International Savings and Investment Plan, which contributions shall be
considered  "Compensation"  for the Plan Year in which  such  contributions  are
made.

(b) Management incentive bonuses shall be considered "Compensation" for the Plan
Year to which such management incentive bonuses are paid.

(c) For purposes of Section 2.26 of this Plan,  Compensation for any given Month
of Service  within a Plan Year shall be determined  by dividing a  Participant's
Compensation for that Plan Year by the number of Months of Service  completed by
the  Participant  during  such year;  provided,  further,  that for  purposes of
determining monthly  Compensation,  management incentive bonuses attributable to
the Plan Year in which a Participant retires under this Plan shall be divided by
twelve (12) months, then multiplied by the number of Months of Service completed
by the Participant during such Plan Year.

(d) In no event shall a  Participant's  annual  Compensation  taken into account
under this Section exceed the amount set forth in Section 401(a)(17) of the Code
(or any successor thereto) ("Annual 401(a)(17) Compensation Limit") ($170,000 in
2000, as adjusted under 415(d) of the Code).  The  cost-of-living  adjustment in
effect for a Plan Year applies to any period,  not exceeding twelve (12) months,
over which Compensation is determined  (determination  period) beginning in such
calendar  year.  If a  determination  period  consists of fewer than twelve (12)
months, the Code Section 401(a)(17) annual compensation limit will be multiplied
by a  fraction,  the  numerator  of  which  is  the  number  of  months  in  the
determination period, and the denominator of which is twelve (12).

(e) If Compensation for any prior determination  period is taken into account in
determining  an  Employee's  benefits  accruing  in the current  Plan Year,  the
Compensation for that prior determination  period is subject to the Code Section
401(a)(17)  annual  compensation  limit in effect for that  prior  determination
period. The provisions of this Section shall not cause any Accrued Benefit to be
less than the Participant's  Accrued Benefit as of the last day of the last Plan
Year that began prior to the applicable  effective date of any Annual 401(a)(17)
Compensation  Limit,  plus an additional  amount  calculated  under Section 2.01
counting only Benefit  Accrual Service earned in Plan Years that began after the
effective date.

Section 2.15      Covia Reorganization  The transaction contemplated by the
                  --------------------
Combination Agreement dated January 29, 1993, by and among:  Aer Lingus PLC;
Air Canada; Alitalia-Linee Aeree Italiane S.p.A.; Austrian Airlines
Oesterreichische Luftverkehrs Aktiengesellschaft; British Airways Plc; Covia
Corporation; Covia Partnership; Distribution Systems Inc.; The Galileo
Company Ltd.; Koninklijke Luchtvaart Maatschappij N.V. KLM Royal Dutch
Airlines; Olympic Airways S.A.; Racom Teledata S.p.A.; Resnet Holdings, Inc.;
Retford Limited; Roscor A.G.; Swissair Swiss Air Transport Company Ltd.;
Transportes Aereos Portugueses S.A.; Travel Industry Systems B.V.; Travidata,
Inc.; United Air Lines, Inc.; USAir, Inc.; and USAM Corp.

Section 2.16 Disability; Disabled."Disability" as determined within 12 months of
a termination of employment  from the Company and each  Affiliated  Company by a
licensed  healthcare  practitioner  (including a physician,  licensed  nurse, or
licensed social worker) that (a) the  Participant is unable to perform  (without
substantial assistance from another individual) at least two activities of daily
living  for a period of at least 90 days due to a loss of  functional  capacity,
(or the  Participant  has a level of  disability  similar  thereto,  pursuant to
regulations  prescribed  by the Secretary of Treasury in  consultation  with the
Secretary  or  Health  and  Human  Services)  or  (b)  the  Participant  require
substantial  supervision  to protect him from threats to heath and safety due to
severe  cognitive  impairment.  "Activities  of daily  living" for this  purpose
include eating, toileting,  transferring,  bathing, dressing and continence. The
"date of Disability"  means the date on which the Participant  begins  receiving
benefits under the Employer's  long-term care plan or would begin receiving such
benefits if the Participant had enrolled for long-term care coverage.

Section 2.17  Disability  Retirement  Date.  The first day of the calendar month
coinciding  with or next  following  the date on which a  Participant  elects to
retire due to his Disability;  provided,  however, that such Participant has, as
of such first day of the calendar month, attained at least age fifty (50) and at
least ten full Years of Vesting Service; provided, further, that a Participant's
Disability Retirement Date shall not be later than his Normal Retirement Date.

Section  2.18  Early  Retirement  Date.  The  first  day of the  calendar  month
coinciding  with or next  following  the date on which a  Participant  elects to
retire from  employment  after the  Participant has attained age fifty-five (55)
and has at least ten (10) full  Years of  Service  then  standing  to his credit
under the Plan, but prior to his Normal Retirement Date.

Section 2.19      Effective Date.  January 1, 1997, the effective date of
                  --------------
this amendment and restatement of the Plan.

Section 2.20      Eligible Employee.  Subject to any election required under
                  -----------------
the provisions of Section 3.03 of the Plan, any Employee of the Employer.

      Notwithstanding any other provision of the Plan to the contrary, "Eligible
Employee" shall not include any  non-resident  alien who receives no income from
United States sources, transferred foreign nationals with temporary residence in
the United States,  foreign based  employees  temporarily  working in the United
States on any  payroll,  nor any person who is included  in a unit of  employees
covered by a collective  bargaining  agreement  between any employee  bargaining
representative(s)  and one or more  Employers,  if  retirement  benefits  were a
subject of good faith bargaining between such employee  representatives  and the
Employer,  unless such collective bargaining agreement specifically provides for
participation in this Plan by the bargaining unit members.

Section  2.21  Employee.  Any person who,  on or after the  Effective  Date,  is
receiving  remuneration  for  personal  services  rendered to the  Employer as a
regular  Full-Time  or  Part-Time  Employee,  including an Employee who would be
receiving such remuneration except for an Authorized Leave of Absence.  The term
"Employee"  shall not  include a "leased  employee"  (within the meaning of Code
Section 414(n)). Furthermore, a person who is not designated as an "employee" in
the Employer's  employment records during a particular period of time, including
a person  designated as an "independent  contractor," is not considered to be an
Employee during that period of time. Such a person shall not be considered to be
an "Employee,"  even if a determination is made by the Internal Revenue Service,
the  Department  of  Labor,  or any other  government  agency,  court,  or other
tribunal,  that such person is an employee for any purpose, unless and until the
Employer in fact  designates  such person as an  Employee  for  purposes of this
Plan.  If  such  a  designation  is  made,  the  designation  shall  be  applied
prospectively only unless the Employer specifically provides otherwise.

Section 2.22 Employer. Galileo International and any successors thereto, and any
Affiliated Employer which has adopted the Plan, for so long as such adoption and
the Plan both remain in effect.

Section 2.23  Employment  Date. An Employee's  first day of employment  with the
Employer as set forth in the records of the Employer, subject to the limitations
and exceptions, if any, set forth in Appendix A of the Plan.

Section 2.24      Entry Date.  The first day of each calendar month.
                  -----------

Section 2.25 ERISA.  The Employee  Retirement  Income  Security Act of 1974,  as
amended from time to time.

Section  2.26  Fiduciaries.  The Plan Trustee and the  Committee,  but only with
respect to the  specific  fiduciary  responsibilities  of each,  as set forth in
Article XVII of the Plan.

Section  2.27 Final  Average  Compensation.  The  highest  monthly  average of a
Participant's  Compensation attributable to the sixty (60) consecutive Months of
Service  occurring during the last one hundred twenty (120) Months of Service of
employment with the Employer; provided, however, that if a Participant has fewer
than sixty (60) Months of Service with the Employer,  such  Participant's  Final
Average  Compensation shall be determined by dividing his total Compensation for
all Months of Service  during  his  period of  employment  by the number of such
Months of Service.  With respect to a Participant  who becomes  Disabled,  Final
Average Compensation shall be determined as of his date of Disability.

Section 2.28 Forfeiture.  The present value of a Participant's nonvested Accrued
Benefit,  determined  as of the last  day of the Plan  Year  during  which  such
Participant first incurs a One Year Period of Severance.

Section 2.29  Full-Time  Employee.  Any Employee who is  classified as a regular
full-time  Employee of the Employer and who  regularly  completes at least forty
(40) Hours of Service per week.

Section 2.30      Galileo International.  On and after July 30, 1997, Galileo
                  ---------------------
International, L.L.C., a Delaware limited liability corporation, and prior to
July 30, 1997, Galileo International Partnership.

Section  2.31  Hour of  Service.  Each  hour for  which an  Employee  is paid or
entitled  to  payment  for the  performance  of  duties  for the  Company  or an
Affiliated Company, as well as certain periods of absence for which the Employee
is compensated by the Company or an Affiliated Company,  according to Department
of Labor Regulation Section 2530.200b-2.

Section  2.32  Late  Retirement  Date.  The  first  day  of the  calendar  month
coinciding with or next following the date a Participant  elects to retire after
his Normal Retirement Date.

Section 2.33 Limited  Participant.  A former  Participant  under this Plan,  the
Prior Plan, or the Apollo Plan whose employment with the Employer has terminated
for reasons other than his  Retirement,  and who has a vested benefit under this
Plan. The term Limited  Participant  shall also include former  Participants who
are no longer  employed  by the  Employer,  but are  employed  by an  Affiliated
Employer (as listed on Appendix A of the Plan).  Notwithstanding  the  preceding
sentence,

(a) a Participant  who  terminated  employment  prior to the closing date of the
Covia Reorganization who did not transfer to United Air Lines on the date of the
closing  of the  Covia  Reorganization,  nor  on  any  other  date  of  transfer
determined by the Committee,  in its sole discretion,  to have resulted from the
Covia  Reorganization,  and who is  subsequently  employed  by United Air Lines,
shall not be a Limited Participant within the meaning of this Section or Section
3.04, and

(b) a Participant who transfers employment from an Employer to Quantitude,  Inc.
effetive as of January 1, 2001, and who had not, as of January 1, 2001, attained
at  least  age 40 with at  least  five  Years  of  Service  shall  be a  Limited
Participant.

Section 2.34      Managers  The Managers of Galileo International L.L.C. as
                  --------
appointed by Galileo International, Inc., or, if none, Galileo International,
Inc.
Section 2.35      Months of Service.

(a) Subject to the  following  provisions  of this  Section and the  limitations
under Articles III and IV of this Plan, the term "Month of Service" means,  with
respect to any Employee or Participant:

(i)   Subject to subparagraph (iii) below, Month of Service on or after
            January 1, 1993 shall mean each calendar month during which an
            Employee was a Participant in the Plan and was credited with at
            least one Hour of Service for which he is either directly or
            indirectly paid or entitled to payment by an Employer or
            Affiliated Employer, for the performance of duties including
            backpay without regard to mitigation of damages; provided,
            however, that for purposes of determining Benefit Service, Months
            of Service with an Affiliated Employer shall not be taken into
            account.  A Participant shall also be credited with Months of
            Service for any period during which no duties were performed by
            reason of vacation, holiday, illness, incapacity (including
            disability), layoff, jury duty, military duty, or authorized
            leave of absence; provided, however, that not more than six (6)
            Months of Service will be credited for any such period;

(ii)        Service  prior to January 1, 1993 shall  equal the Months of Service
            standing to the credit of the Employee or Participant as of December
            31, 1992 under the Prior Plan;

(iii)       Effective as of January 1, 1998, with respect to any former employee
            of Apollo who  becomes  an  Eligible  Employee  on or after July 30,
            1997, all months of service with Apollo (including months of service
            prior to July 30, 1997), will be treated as Month of Service with an
            Employer,  except for (i) months of  service  taken into  account in
            determining  eligibility  to  participate in the Apollo Plan or this
            Plan and (ii) months of service  taken into  account in  determining
            the Eligible  Employee's  months of Benefit Service under the Apollo
            Plan.

      Months of Service for purposes of  determining  the Benefit  Service for a
Participant's   period  of  Disability  shall  be  determined  and  credited  in
accordance  with the  provisions of Section 9.03.  Effective  January 1, 1993, a
Participant  shall continue to be credited with Months of Service for the period
commencing on the date of Disability  and ending (A) effective  prior to January
1, 2001, on such Participant's  Disability Retirement Benefit commencement date,
and (B) effective on and after January 1, 2001, upon attainment of age 50.

(b)  Notwithstanding  the  foregoing,  solely for the purpose of  determining an
Employee's or Participant's Severance from Service Date, and the number of whole
years elapsed  between the date of such  Severance  from Service and the date of
the Employee's or Participant's  reemployment  under Article III, an Employee or
Participant  on a Maternity  or  Paternity  Absence  (as defined  below) will be
credited  with a Month of Service for each month of such an  absence;  provided,
however,  that not more than six (6) Months of Service  will be credited for any
one such absence, and such Months of Service will be credited for the first year
during which the  Participant  would not otherwise be credited with at least six
(6) Months of Service.  A "Maternity or Paternity Absence" means a Participant's
absence from work because of the  pregnancy of the  Participant,  the birth of a
child of the  Participant,  the  placement  of a child with the  Participant  in
connection  with  the  adoption  of such  child by the  Participant,  or for the
purpose of caring for the child  immediately  following such birth or placement.
The Committee may require the  Participant  to furnish such  information  as the
Committee  considers  necessary to establish that the Participant's  absence was
for one of the reasons specified above.

Section 2.36      Normal Retirement Age.  The later of:
                  ----------------------

(a)   the date on which the Participant attains age sixty-five (65); or

(b) the date on which the  Participant  has completed at least five (5) years of
Vesting Service.

Section 2.37 Normal  Retirement  Date.  The first day of the calendar month next
following the month in which the Participant  attains Normal  Retirement Age, or
the day the Participant  attains Normal  Retirement Age if that day is the first
day of a calendar month.

Section  2.38 One Year  Period  of  Severance.  The  twelve  (12)  month  period
beginning on the date of a Participant's  Severance from Service Date and ending
on the first anniversary of such date.

Section 2.39  Participant.  An Employee of the Employer  who has  satisfied  the
eligibility requirements set forth in Article III of this Plan and has commenced
participation in the Plan, but only as long as such individual either remains an
Employee or is entitled to benefits payable under the Plan.

Section 2.40 Part-Time  Employee.  Any Employee who is classified as a part-time
regular  Employee  of the  Employer,  and who  completes  1,000 or more Hours of
Service in a Plan Year.

Section 2.41      Period of Severance.  The period beginning on an
                  -------------------
Employees's Severance from Service Date and ending on his Reemployment Date.

Section 2.42      Plan.  Galileo International Employees Pension Plan as set
                  ----
forth in this document and as it may be amended from time to time.

Section 2.43      Plan Year.  The Plan Year shall be the calendar year.
                  ---------

Section 2.44      Pre-Retirement Survivor Benefit.  The benefit payable to
                  -------------------------------
the surviving Spouse of a Participant pursuant to Section 13.02.

Section 2.45 Prior Plan. The Covia Pension Plan which was originally established
as the Covia Mirror Pension Plan as of August 5, 1988.  Accruals under the Prior
Plan were frozen as of December 31, 1992 and the Prior Plan was merged into this
Plan effective January 1, 1993.

Section 2.46 Qualified  Domestic  Relations Order. A judgment,  decree, or order
relating  to the  provision  of child  support,  alimony  payments,  or  marital
property rights; provided,  however, that the Committee has determined that such
judgment,  decree, or order meets the qualification  requirements  under Section
414(p) of the Code.  The  Committee  shall  adopt such  rules,  regulations  and
policies  as it deems  necessary  and  appropriate  to identify  and  administer
Qualified  Domestic  Relations  Orders in accordance with Code Section 414(p) of
the Code.

Section 2.47 Qualified Joint and Survivor Annuity.  A joint and survivor annuity
form of benefit that provides a reduced amount during the Participant's lifetime
and,  upon the death of the  Participant,  provides  a  Participant's  surviving
Spouse  with a  monthly  benefit  that is at least  fifty  percent  (50%) of the
benefit  payable to the  Participant  prior to his death, in accordance with the
provisions  of Section  401(a)(11) of the Code and the  regulations  thereunder.
Such Joint and Survivor Annuity shall be the Actuarial  Equivalent of the Single
Life Annuity that would otherwise be paid to the Participant.

Section 2.48  Reemployment  Date. The date on which an Employee is employed with
the Employer or an Affiliated  Employer  subsequent to his prior  termination of
employment with the Employer or an Affiliated Employer.

Section 2.49 Retired Participant. A former Participant of this Plan or the Prior
Plan,  who is  currently  receiving  benefits  under one or more of those Plans.
Effective as of January 1, 1998,  "Retired  Participant"  shall include a former
participant  of the Apollo Plan who is currently  receiving  benefits  under the
Apollo Plan.

Section 2.50      Severance from Service Date.  The earlier of:
                  ---------------------------

(a)   the date on which an employee quits, retires, is discharged or dies; or

(b) the first  anniversary  of the first  date of a period in which an  Employee
remains  absent  from  service  (with  or  without  pay)  with the  Employer  or
Affiliated Employer(s) for any reasons other than quit, retirement, discharge or
death,  such as vacation,  holiday,  sickness,  disability,  leave of absence or
layoff. For purposes of the preceding sentence,  an Employee shall not be deemed
to be absent from service for any period of absence  resulting  from leave taken
under  the  Family  and  Medical  Leave  Act of 1993 or the  Uniformed  Services
Employment and Reemployment Rights Act of 1994.

Notwithstanding  the  provisions of this Section,  if a Participant  is Disabled
under the terms of this Plan, such Participant  shall not incur a Severance from
Service until such Participant's Disability Retirement Date.

Section 2.51      Single Life Annuity.  An annuity which provides a monthly
                  -------------------
benefit for the Participant, payable for his lifetime only.

Section 2.52 Spousal Consent. The written,  notarized consent of a Participant's
Spouse which is required to perfect any elections, waivers, or designations made
under Article XII or Article XIII of the Plan.

Section 2.53 Spouse.  The individual to whom a Participant  was legally  married
for at least one (1) year prior to the date benefit  payments  are  scheduled to
begin. The determination of the legal status of the Participant's marriage shall
be made in  accordance  with the laws of the  state  in  which  the  Participant
maintains his legal residence.

Section 2.54      Trust.  The Galileo International Employees Pension Trust,
                  -----
which establishes and forms a part of the Plan.

Section  2.55 UA Covered  Employment.  Employment  with United Air Lines that is
recognized for purposes of determining a  Participant's  service under this Plan
or the Prior Plan, in accordance  with the provisions of Article III and Article
IV of the Plan.

Section 2.56      UA Prior Plan.  The United Air Lines Non-Union Ground
                  -------------
Employees' Retirement Plan, or any successor plan thereto.

Section  2.57 UA Prior Plan  Benefits.  The accrued  benefit of any  Participant
under the Prior Plan  attributable to participation in the UA Prior Plan; or the
deferred vested benefit of any Participant under the UA Prior Plan.

Section  2.58  Vesting  Service.  A  Participant  shall earn one year of Vesting
Service for each full year of employment with the Employer.  The year of Vesting
Service  shall  be  measured   beginning  on  his  Employment  Date,  and  every
anniversary  thereof,  and shall end on his  Severance  from  Service  Date.  In
determining a Participant's  Vesting Service,  the following special rules shall
apply:

(a) Any Eligible  Employee  hired by the Employer  prior to January 1, 1993 from
contiguous  service with an Affiliated  Employer  shall be credited with Vesting
Service,  if  any,  for  prior  employment  with  such  Affiliated  Employer  in
accordance with Appendix A.

(b) Eligible  Employees  who  participated  in the Prior Plan shall have Vesting
Service  prior to January 1, 1993  credited  in an amount  equal to the  Vesting
Service  standing to his credit  under the Prior Plan as of December  31,  1992,
without regard to Appendix A.

(c) Notwithstanding  the foregoing,  a Participant who terminates his employment
prior to or at the closing date of the Covia Reorganization, but not as a result
of a transfer of  employment  to United Air Lines in  connection  with the Covia
Reorganization,  who is subsequently employed by United Air Lines shall not earn
any years of Vesting Service under the Plan for such subsequent employment.

(d) Effective January 1, 1998, with respect to any former employee of Apollo who
becomes  an  Eligible  Employee  on or  after  July 30,  1997,  all  periods  of
employment  with  Apollo  (including  periods  prior to July 30,  1997)  will be
treated as employment  with an Employer and taken into account in  determining a
Participant's years of Vesting Service,  subject to the reemployment  provisions
of Section 3.02.

(e)  Effective  January 1, 1998,  with  respect to an Eligible  Employee who has
transferred to United States  employment with the Employer from active,  regular
service at  Galileo UK and who has  completed  one Year of Service  (within  the
meaning of Section 2.57) in the United  States,  all periods of employment  with
Galileo UK shall be credited towards Vesting Service.

Section 2.59 Year of Service.  For purposes of eligibility to participate in the
Plan, Year of Service means each year of employment in the United States with an
Employer or an Affiliated Employer, that begins on an Employee's Employment Date
and each  anniversary  thereof,  and ends on his  Severance  from Service  Date.
Notwithstanding the foregoing, a Participant who terminates his employment prior
to or at the closing date of the Covia Reorganization,  but not as a result of a
transfer  of  employment  to  United  Air  Lines in  connection  with the  Covia
Reorganization,  who is subsequently employed by United Air Lines shall not earn
any Years of Service under the Plan for such  subsequent  employment.  Effective
January 1, 1998,  with  respect to any former  employee of Apollo who becomes an
Eligible  Employee on or after July 30,  1997,  all periods of  employment  with
Apollo (including  periods prior to July 30, 1997) will be treated as employment
with an Employer and taken into account in determining Years of Service, subject
to the reemployment provisions of Section 3.02.

ARTICLE III

                    ELIGIBILITY, PARTICIPATION AND SERVICE

Section 3.01  Eligibility.  Each Eligible Employee shall become a Participant in
the  Plan  as of the  later  of the  Effective  Date  or the  first  Entry  Date
coinciding with or next following the date they have:

(a)   attained age 21; and

(b)   completed one (1) Year of Service.

Section 3.02      Participation and Service Credits Upon Reemployment.

(a)   Reemployment Prior to Incurring a One Year Period of Severance.

(i)   If a former Participant is reemployed as an Employee prior to incurring
            a One Year Period of Severance, he shall be eligible to commence
            participation in the Plan as of the Entry Date coinciding with or
            next following his Reemployment Date.  If such Participant's
            Period of Severance commenced due to the Participant's quit,
            retirement or discharge, then the Participant shall not be
            credited with Benefit Service for such Period of Severance;
            however, such Participant shall be credited with Vesting Service
            for such Period of Severance.

(ii)        If such  Participant's  Period of Severance  commenced for any other
            reason, such Participant shall be credited with both Vesting Service
            and Benefit Service for such Period of Severance. A Participant that
            satisfies the  requirements of this  subparagraph (a) shall have his
            prior Benefit Service and Vesting Service  restored to his credit as
            of his  Reemployment  Date,  subject to the limitations set forth in
            subparagraph (d) below.

(b)  Reemployment  after  Incurring a One Year Period of Severance.  If a former
Participant  is reemployed as an Employee  after  incurring a One Year Period of
Severance,  but prior to  incurring  five (5)  consecutive  One Year  Periods of
Severance,  such Employee shall not be eligible to resume  participation  in the
Plan  until the  Entry  Date  coinciding  with or next  following  the date such
Employee  completes  one (1)  Year  of  Service,  which  shall  commence  on his
Reemployment  Date,  and end on the first  anniversary of such date. An Employee
who again  becomes a  Participant  in  accordance  with the  provisions  of this
subparagraph  (b) shall then be given credit for his Benefit Service and Vesting
Service  retroactive to his Reemployment Date, and such a Participant shall also
have any Benefit  Service and Vesting  Service  that was  standing to his credit
immediately  prior to his Period of  Severance  restored  to his credit  once he
resumes participation, subject to the limitations of subparagraph (d) below.

(c) Reemployment after Incurring Five Consecutive One Year Periods of Severance.
If a former  Participant who was unvested at the time  termination of employment
is reemployed as an Employee after incurring a Period of Severance that is equal
to the greater of:

(i)   five (5) consecutive One Year Periods of Severance; or

(ii)  his prior years of Benefit Service;

such former Participant shall be treated as a new Employee, and shall be subject
anew to the eligibility requirements under Section 3.01 of the Plan.

(d)  Reemployment  after  Lump  Sum  Distribution.  If a former  Participant  is
reemployed as an Employee and had received a lump sum  distribution of his Prior
Accrued  Benefit he shall not be given credit for his previous  Benefit  Service
attributable to such distribution;  provided,  however, that if such Participant
shall  repay the amount  previously  distributed  to him with  interest  of five
percent per annum, within the earlier of:

(i)   five (5) years from his Reemployment Date,

(ii)        the  close of the  first  period  of five (5)  consecutive  One Year
            Periods of Severance  commencing for the  Participant as of the date
            such distribution was made, if any,

such prior Benefit Service shall be restored.

Section 3.03      Participation Upon Reemployment After Retirement.
                  -------------------------------------------------

(a) Election to Participate in Plan.  Notwithstanding any other provision of the
Plan, a Retired Participant who is reemployed as an Employee on or after January
1, 2001,  shall not be permitted to elect to waive  participant  in the Plan for
the period of reemployment.  Subject to the participation  provisions of Section
3.02, a Retired  Participant  who is reemployed as an Employee before January 1,
2001, may elect in writing, in the form and manner required by the Committee, to
again become an active Participant.  With respect to any Retired Participant who
is  reemployed  as an  Employee  on or after  January 1, 2001,  or any  eligible
Retired  Participant  who, prior to January 1, 2001,  elects to become an active
Participant  in the Plan,  payment  of any  benefits  under  this Plan  shall be
suspended  for each  successive  month  during  such period of  reemployment  in
accordance with Article XI;  provided,  however,  that such Retired  Participant
completes at least forty (40) Hours of Service in the prior calendar  month,  as
specifically provided under Article XI of the Plan.

      Such a  reemployed  Retired  Participant  shall be credited  with  Benefit
Service  with  respect to such  reemployment  as provided in Section 2.10 of the
Plan. Benefits upon such a Retired  Participant's  subsequent Retirement Date or
Severance  from  Service  Date  shall  be  distributed  in  accordance  with the
applicable provisions of Articles VI through IX of the Plan.

(b) Election to Waive Participation.  If a Retired Participant who is reemployed
as an Employee before January 1, 2001, elects in writing, in the form and manner
required by the Committee, to waive participation in the Plan for this period of
reemployment,  payment  of any  benefits  under  this Plan  shall  continue.  An
election made under this paragraph  shall remain in effect for the duration of a
Retired  Participant's  period  of  reemployment.  Any  periods  of  service  or
Compensation  earned during such Participant's  period of reemployment shall not
be considered for purposes of such  Participant's  benefits under this Plan upon
his subsequent Severance from Service.

Section 3.04 Limited  Participation  - Employment  Transfers.  If a  Participant
transfers  employment to an Affiliated  Employer that has not adopted this Plan,
he shall be considered a Limited  Participant  as of his date of transfer.  Such
Limited  Participant will continue to earn Vesting  Service,  but shall not earn
any Benefit Service; and, provided, further, that the Final Average Compensation
of such  Limited  Participant  shall not  include  Compensation  earned  while a
Limited  Participant,  subject to any  limitations  or  conditions  set forth in
Appendix A.

      If a Limited Participant again transfers to employment as an Employee,  he
shall again become an active  Participant in the Plan after he has completed one
new Year of Service,  which shall commence on his  Reemployment  Date and end on
the first  anniversary of such date. An Employee who again becomes a Participant
in accordance  with this Section  shall be given credit for Benefit  Service and
Vesting  Service  retroactive  to the  date of his  Reemployment  Date  with the
Employer.

      Notwithstanding the foregoing,  if a Participant terminates his employment
and such termination was not the result of a transfer to United Air Lines on the
date of the closing of the Covia  Reorganization,  or any other date of transfer
determined by the Committee,  in its sole  discretion,  to be resulting from the
Covia  Reorganization,  and such Participant is subsequently  employed by United
Air  Lines on or after  the date of the Covia  Reorganization,  such  subsequent
employment  shall not be considered a transfer to an Affiliated  Employer within
the  meaning of this  Section and such  Participant  shall not be  considered  a
Limited Participant for any purpose under the Plan.

Section 3.05  Participation  in Prior Plans.  Participation in the Prior Plan or
the  UA  Prior  Plan  shall  not  exempt  any  Employee  from  the   eligibility
requirements of Article III of this Plan.

Section  3.06   Participation  Not  Affected  by  Qualified   Military  Service.
Notwithstanding  any  provision  of this  Plan to the  contrary,  contributions,
benefits and service credit with respect to qualified  military  service will be
provided in accordance with Code Section 414(u).

Section  3.07  Participation  Not a Contract  of  Employment.  The Plan does not
constitute a contract of employment and  participation in the Plan will not give
any  Employee the right to be retained in the employ of any  Employer,  nor give
any person any right or claim to any benefit  under the Plan unless such benefit
is specifically payable under the terms of the Plan.

ARTICLE IV

                        EMPLOYMENT WITH UNITED AIR LINES

Section 4.01 Employment With United Airlines  Credited for Participants in Prior
Plan.  Employees  who were hired by the Employer  from  contiguous  service with
United Air Lines shall be credited with service as follows:

(a)  Participants  in Prior  Plan as of  December  31,  1992.  If such  Employee
participated  in the Prior Plan and  remained an Employee as of January 1, 1993,
his  service  credits  under this Plan as of  January  1, 1993  shall  equal the
service  standing to his credit for  eligibility,  vesting  and benefit  accrual
purposes, respectively, under the Prior Plan as of December 31, 1992;

(b) Employees Not in Prior Plan Hired Prior to January 1, 1993. If such Employee
did not  participate  in the Prior Plan,  he shall be credited  with service for
purposes of vesting and eligibility to participate  from the date his employment
with United Air Lines  commenced by applying  the usual  service  crediting  and
break in service  rules of this Plan;  provided,  however,  that no such service
prior to January 1, 1993 shall be credited to him for benefit accrual purposes;

(c) Former Participants in the Prior Plan. If such Employee  participated in the
Prior Plan but was not an Employee as of January 1, 1993,  he shall be a Limited
Participant for purposes of this Plan (subject to any future  reemployment as an
Employee and to the conditions set forth in Section 3.03 regarding suspension of
benefits  for  reemployed  Retired  Participants)  and  his  benefits  shall  be
determined  under the  provisions  of the Prior Plan in effect as of the date of
his prior  severance  from  service as an employee in  accordance  with  Section
10.06;

(d)  Employees  Hired After  January 1, 1993.  If such  Employee is hired by the
Employer  on or after  January 1, 1993,  he shall not be credited  with  service
prior to January 1, 1993 for any purposes under this Plan.

ARTICLE V

                             EMPLOYER CONTRIBUTIONS

Section 5.01 Employer  Contributions.  Each Employer shall make contributions to
the Plan on behalf of its Employees in amounts  determined by Plan  actuaries to
be necessary to fund benefits payable under the Plan only to the extent required
by the provisions of Section 412 of the Code. Such  contributions  shall be made
no less frequently than  quarterly.  Any Forfeitures  that arise under this Plan
shall be used to reduce  the  amount  the  Employer  is  otherwise  required  to
contribute to fund benefits payable under the Plan.

Section 5.02      Participant Contributions.  Participants shall not be
                  -------------------------
required nor permitted to make contributions to the Plan.

Section 5.03      Rollover, Transfer Contributions.  Individual Participants
                  --------------------------------
shall not be permitted to rollover or transfer benefit distributions from
other plans to this Plan.

Section 5.04 Prior Plan Accrued  Benefit.  Effective as of January 1, 1993,  the
Prior  Plan is merged  into this  Plan.  The  value of a  Participant's  Accrued
Benefit  under this Plan shall not be less than the value of such  Participant's
accrued benefit under the Prior Plan, if any, as a result of this merger.

Section 5.05 Apollo Plan Accrued  Benefit.  Effective as of January 1, 1998, the
Apollo  Plan is merged  into this  Plan.  The value of a  Participant's  Accrued
Benefit  under this Plan shall not be less than the value of such  Participant's
accrued benefit under the Apollo Plan, as a result of this merger.

Section 5.06 Return of Employer Contributions.  No part of any contribution made
by the  Employer  under  the Plan or the  income  therefrom  will  revert to the
Employer or be used for, or diverted to,  purposes  other than for the exclusive
benefit of Participants  and other persons  entitled to benefits under the Plan;
provided, however, that, consistent with Section 403(c) of ERISA:

(a) If any  contribution  by the Employer  under the Plan is  conditioned on the
initial  qualification  of the Plan under Section  401(a) of the Code and if the
Plan  does not so  qualify,  the  Trustee  will,  upon  written  request  of the
Employer,  return  to the  Employer  the  amount  of such  contribution  and any
earnings  thereon within one (1) year after the date that initial  qualification
of the Plan is denied;

(b) If any  contribution  is made by the  Employer  by a  mistake  of fact,  the
Trustee will, upon written  request of the Employer,  return to the Employer the
amount of such  contribution  and any earnings thereon within one (1) year after
the payment of such contribution;

(c) If any contribution made by the Employer is determined not to be deductible,
in whole or in part,  by the  Employer  for the tax year for  which it was made,
then the Trustee  will,  upon  written  request of the  Employer,  return to the
Employer the nondeductible  amount of such contribution and any earnings thereon
within one (1) year after the payment of such contribution; and

(d) If, after all  liabilities  of the Plan to  Participants  and other  persons
entitled to benefits  under the Plan have been  satisfied,  any residual  assets
remain, such assets will be returned to the Employer.

All  contributions to the Plan are hereby  conditioned on being fully deductible
for the year to which the contribution  relates,  and are further conditioned on
the Plan being  qualified  throughout the period for which the  contribution  is
made.

Section 5.07 Investment and Valuation of Trust Assets. Assets of the Trust shall
be invested in accordance with the requirements set forth under the terms of the
Trust.  The valuation of the assets of the Plan shall be made no less frequently
than as of the last day of each Plan Year.

ARTICLE VI

                            NORMAL RETIREMENT BENEFIT

Section  6.01  Eligibility.  A  Participant  shall be  eligible  to retire  from
employment  as of his Normal  Retirement  Date once he has  attained  his Normal
Retirement  Age.  A  Participant  who  retires  from  employment  on his  Normal
Retirement  Date shall be  entitled  to receive a Normal  Retirement  Benefit as
described in this Article VI.

Section 1.01 Normal Retirement Benefit. (a) Subject to the limitations set forth
under Section 6.04, a Participant's  monthly Normal Retirement  Benefit shall be
determined as follows:

                    1.6% of his Final Average Compensation

                                MULTIPLIED BY:

                            Months of Benefit Service
                            -------------------------

                                       12

(b) Unless otherwise provided under the Plan, each Section 401(a)(17) Employee's
Accrued  Benefit  under  this Plan will be the  greater of the  Accrued  Benefit
determined for the Employee under (i) or (ii) below:

(i)         the Employee's  Accrued Benefit as determined  above with respect to
            the benefit  formula  applicable  for the Plan Year  beginning on or
            after January 1, 1994, as applied to the Employee's  total Months of
            Benefit  Service  taken into account under the Plan for the purposes
            of benefit accruals, or

(ii)  the sum of:

                  (A)   the Employee's  Accrued Benefit as of December 31, 1993,
                        frozen in accordance with Section  1.401(a)(4)-13 of the
                        regulations, and

                  (B)   the  Employee's  Accrued  Benefit  determined  under the
                        benefit  formula  applicable for the Plan Year beginning
                        on  or  after   January  1,  1994,  as  applied  to  the
                        Employee's  Months of Benefit  Service  credited  to the
                        Employee for Plan Years beginning on or after January 1,
                        1994, for purposes of benefit accruals.

The total  Months of Benefit  Service  taken into account  under clause  (ii)(B)
above shall not exceed the  maximum  number of Months of Benefit  Service  taken
into account under Section 2.08,  minus the number of Months of Benefit  Service
taken into account under clause (ii)(A) above.

      A Section  401(a)(17)  Employee means an Employee whose Accrued Benefit as
of December 31, 1993, is based on Compensation that exceeded $150,000.

Section 6.03 Commencement of Normal Retirement Benefits. A Participant may elect
to  have  payment  of his  Normal  Retirement  Benefit  begin  as of his  Normal
Retirement Date. If a Participant wishes to defer payment of his benefit, he may
so direct the Committee in writing,  subject to the  limitations set forth under
Section 12.11 of the Plan.

Section 6.04 UA Prior Plan Benefits.  Any benefits payable under this Plan shall
be reduced by any portion of the benefits payable under the UA Prior Plan to the
extent that Months of Service and Final Average Compensation under this Plan are
also used to determine  such  Participant's  accrued  benefit under the UA Prior
Plan.

ARTICLE VII

                            EARLY RETIREMENT BENEFIT

Section  7.01  Eligibility.  A  Participant  shall be  eligible  to retire  from
employment as of his Early  Retirement  Date,  provided he has attained at least
age fifty-five (55) and has at least ten (10) years of Vesting Service  standing
to his  credit.  A  Participant  who  retires  from  employment  as of his Early
Retirement  Date shall be  entitled  to receive an Early  Retirement  Benefit as
described in this Article VII.

Section 7.02 Early Retirement Benefit. A Participant's  monthly Early Retirement
Benefit shall be determined  using the formula set forth under Section 6.02, but
based on the months of Benefit  Service  standing  to his credit as of his Early
Retirement  Date,  subject to  reduction  for  commencement  prior to his Normal
Retirement Date, under Section 7.03 below.

      Any Participant whose employment is terminated at a time when he is within
twenty-four  (24)  months of his Early  Retirement  Date and who is  entitled to
benefits under the Galileo International  Severance Plan, shall be considered to
have retired on what would have been his earliest possible Early Retirement Date
had  his  employment  continued  until  such  date,  notwithstanding  his  prior
termination of employment.  This special early  retirement rule shall apply only
if the  Participant's  monthly  severance  payments  are  reduced  in amount and
extended in duration until such earliest  possible Early  Retirement Date and if
the Participant  remains entitled to receive such severance  payments until such
earliest  possible Early  Retirement  Date.  This special early  retirement rule
shall not apply to any Participant who would have attained his earliest possible
Early Retirement Date during the regularly scheduled (i.e.,  unextended) term of
his severance payments under the Galileo International Severance Plan.

Section 7.03 Commencement of Payments as of Early Retirement Date. A Participant
may elect to have Early Retirement  Benefits commence as of his Early Retirement
Date,  or,  by  written  request  to the  Committee,  as of the first day of any
calendar month  thereafter,  subject to the  limitations set forth under Section
12.11 of the Plan.

(a) If a  Participant  retires  from  employment  with the Employer on his Early
Retirement  Date and elects to have payment of his benefit  commence on or after
his Early  Retirement  Date but not later than his Normal  Retirement  Date, the
amount of his benefit shall be reduced by:

(i)         0.25% for each complete  month,  up to a total of  twenty-four  (24)
            such  months,  by which such  Participant's  Early  Retirement  Date
            precedes his attainment of age sixty-two (62); and

(ii)        0.375% for each  complete  month by which such  Participant's  Early
            Retirement Date precedes his attainment of age 60.

(b) If a  Participant  ceases to be employed  as an Employee  prior to his Early
Retirement  Date, is entitled to a Deferred  Vested Benefit (in accordance  with
the  provisions  of  Article  X), and  elects to have  payment  of his  benefits
commence  as of his  Early  Retirement  Date  but  not  later  than  his  Normal
Retirement date, the amount of his benefit shall be reduced by:

(i)         0.60%  for each  complete  month,  up to a total of sixty  (60) such
            months by which such  Participant's  Early  Retirement Date precedes
            his attainment of age sixty-five (65); and

(ii)        0.30% for each  complete  month by which  such  Participant's  Early
            Retirement Date precedes his attainment of age sixty (60).

Section  7.04   Commencement  of  Payments  as  of  Normal  Retirement  Date.  A
Participant  may  retire on his Early  Retirement  Date and  elect,  by  written
request  to the  Committee,  to  defer  payment  of his  benefit  to his  Normal
Retirement  Date or later,  subject to the  limitations  set forth under Section
12.11 of the  Plan.  The  amount of his  deferred  benefit  shall be the  amount
determined in accordance with Section 7.02 above.

Section 7.05 UA Prior Plan Benefits.  Any benefits payable under this Plan shall
be reduced by any portion of the benefits payable under the UA Prior Plan to the
extent that Months of Service and Final Average Compensation under this Plan are
also used to determine  such  Participant's  accrued  benefit under the UA Prior
Plan.

ARTICLE VIII

                              LATE RETIREMENT DATE

Section  8.01  Eligibility.  A  Participant  shall be  eligible  to retire  from
employment as of his Late  Retirement  Date pursuant to his election to do so. A
Participant  who retires from employment as of his Late Retirement Date shall be
entitled to receive a Late Retirement Benefit as described in this Article VIII.

Section 8.02 Late Retirement  Benefit.  A Participant's  monthly Late Retirement
Benefit shall be determined  using the formula set forth under Section 6.02, but
based on the months of  Benefit  Service  standing  to his credit as of his Late
Retirement Date.

Section 8.03 Commencement of Payment of Late Retirement  Benefit.  A Participant
may elect to have benefit payments  commence as of his Late Retirement Date, or,
by  written  request to the  Committee,  as of the start of any  calendar  month
thereafter; provided, however, that payment of such benefit must begin not later
than the limitations set forth under Section 12.11 of the Plan.

Section 8.04 UA Prior Plan Benefits.  Any benefits payable under this Plan shall
be reduced by any portion of the benefits payable under the UA Prior Plan to the
extent that Months of Service and Final Average Compensation under this Plan are
also used to determine  such  Participant's  accrued  benefit under the UA Prior
Plan.

ARTICLE IX

                           DISABILITY RETIREMENT DATE

Section 9.01      Eligibility.  Any Participant who incurs a Disability while
                  -----------
an Employee is eligible for a Disability Retirement Benefit commencing as of
his Disability Retirement Date.

Section 9.02  Disability  Retirement  Benefit.  A  Participant  who retires from
employment  due to Disability in accordance  with this Section shall be entitled
to receive a  Disability  Retirement  Benefit as described in this Article IX. A
Participant's monthly Disability Retirement Benefit shall be determined based on
the formula set forth under Section  6.02,  but based on the number of months of
Benefit Service that are standing to his credit as of his Disability  Retirement
Date,  including any Months of Service  credited in accordance with Section 9.03
below, subject to any reduction for early commencement as provided under Section
9.03 below.

Section 9.03  Commencement of Payments of Disability  Retirement  Benefit.  If a
Participant  retires  on his  Disability  Retirement  Date and elects by written
request to the  Committee  to have  payment of his  benefit  commence  as of his
Disability  Retirement  Date,  such  Participant's  benefit will be based on the
Months of Benefit Service standing to his credit as of his Disability Retirement
Date;  provided,  however,  that if a Participant  elects to have payment of his
Disability  Retirement  Benefit commence before age sixty-two (62), such benefit
shall be reduced by:

(i)         0.25% for each complete  month,  up to a total of  twenty-four  (24)
            such months, by which such Participant's  benefit  commencement date
            precedes his attainment of age sixty-two (62); and

(ii)        0.375% for each complete month by which such  Participant's  benefit
            commencement date precedes his attainment of age 60.

      If a Participant  becomes Disabled prior to January 1, 2001, and elects to
defer payment of his Disability  Retirement  Benefit,  he shall be credited with
the additional  months of Benefit  Service to his Disability  Retirement Date in
accordance with the provisions of Section 2.10(c). A Disabled  Participant under
this  paragraph  must file a written  request with the Committee at least ninety
(90) days prior to the time he would like payment of his  Disability  Retirement
Benefit to commence.

Section 9.04 UA Prior Plan Benefits.  Any benefits payable under this Plan shall
be reduced by any portion of the benefits payable under the UA Prior Plan to the
extent that Months of Service and Final Average Compensation under this Plan are
also used to determine  such  Participant's  accrued  benefit under the UA Prior
Plan.

ARTICLE X

                            DEFERRED VESTED BENEFITS

Section 10.01  Eligibility.  If a Participant  terminates his  employment  after
completing at least five (5) years of Vesting Service, such Participant shall be
eligible for a Deferred Vested Benefit as described in this Article X.

Section 10.02 Deferred  Vested Benefit.  The amount of a  Participant's  monthly
Deferred  Vested  Benefit shall be determined  using the formula set forth under
Section 6.02, but based on the months of Benefit Service  standing to his credit
as of his Severance from Service Date.

Section 10.03  Commencement of Payment of Deferred Vested Benefit. A Participant
who is entitled to a Deferred  Vested Benefit may elect in a written  request to
the  Committee to have  payment of such  Benefit  commence as of the date he has
attained  at least age  fifty-five  (55) or as of the first day of any  calendar
month  thereafter;  provided,  however,  that if a  Participant  elects  to have
payment of his Deferred Vested Benefit commence before age sixty-five (65), such
benefit shall be reduced by:

(i)         0.60%  for each  complete  month,  up to a total of sixty  (60) such
            months  by  which  such  Participant's   benefit  commencement  date
            precedes his attainment of age sixty-five (65); and

(ii)        0.30% for each complete  month by which such  Participant's  benefit
            commencement date precedes his attainment of age sixty (60).

Section 10.04 UA Prior Plan Benefits. Any benefits payable under this Plan shall
be reduced by any portion of the benefits payable under the UA Prior Plan to the
extent that Months of Service and Final Average Compensation under this Plan are
also used to determine  such  Participant's  accrued  benefit under the UA Prior
Plan.

Section 10.05  Severance From Service Prior to Completing  Five Years of Vesting
Service. If a Participant terminates his employment prior to completing at least
five (5) years of Vesting Service, such Participant shall not be entitled to any
benefit payments from the Plan. If such Participant  incurs a One Year Period of
Severance,  the present value of his Accrued  Benefit shall become a Forfeiture,
and shall be used to reduce the amount the  Employer  is  otherwise  required to
contribute to the Plan, as provided in Article V of the Plan.

Section 10.06 Deferred Vested Benefits Under Prior Plan. If a Participant in the
Prior Plan has a deferred vested benefit under the Prior Plan or has retired but
has not commenced  payment of his benefits  under the Prior Plan,  such benefits
shall be paid solely from the Trust established under this Plan, based solely on
the  benefit  provisions  of the Prior  Plan in effect as of such  Participant's
termination of employment, which provisions are incorporated herein by reference
for this purpose. This Section shall apply to any Limited Participant who, prior
to January 1, 1993,  retired or attained  deferred vested status under the Prior
Plan.

Section  10.07  Deferred  Vested  Benefits  Under Apollo  Plan.  Effective as of
January 1, 1998,  if a  Participant  in the  Apollo  Plan has a deferred  vested
benefit  under the Apollo Plan or has retired but has not  commenced  payment of
his benefits under the Apollo Plan,  such benefits shall be paid solely from the
Trust established under this Plan, based solely on the benefit provisions of the
Apollo Plan in effect as of such Participant's termination of employment,  which
provisions are incorporated  herein by reference for this purpose.  This Section
shall apply to any Limited  Participant  who, prior January 1, 1998,  retired or
attained deferred vested status under the Apollo Plan.

ARTICLE XI

                          REEMPLOYMENT AFTER RETIREMENT

Section 11.01  Participation  Upon  Retirement.  Participation  in the Plan upon
reemployment  shall be determined  according to the provisions of Article III of
this Plan.  The amount of benefit  payable to such former  Participant  upon his
subsequent  retirement  shall  be  determined  according  to the  provisions  of
Articles  VI, VII,  VIII,  or IX,  whichever  Article is  applicable;  provided,
further,  that his benefit shall be adjusted to reflect any additional months of
Benefit Service,  increases in Final Average Compensation,  if any, and benefits
previously paid.

Section 11.02     Suspension of Benefits Upon Reemployment.

(a) Prior Retirement From the Employer or Affiliated Employer.  If a Participant
continues as an Employee after attaining  Normal  Retirement Age, or if a former
Participant who has retired under the terms of this Plan, the Prior Plan, or the
Apollo Plan is reemployed as an Employee and elects to  participate  in the Plan
as  provided  under  Section  3.03,  payment of his  monthly  benefits  shall be
suspended in  accordance  with the  provisions  of Section  11.02(b),  as of his
Reemployment Date; provided,  however,  that such Participant completes at least
forty (40) Hours of Service during each Month of Service.

(b) Suspension of Benefits. A Participant who continues or resumes employment of
at least forty (40) hours of covered  service (as defined in U.S.  Department of
Labor  regulations ss.  2530.203-3(c)(2))  for any calendar month after he first
becomes  eligible  for a Normal  Retirement  Benefit  shall  have  such  pension
payments  suspended  during such  months of resumed or  continued  service.  The
Participant's  benefits  shall be  actuarially  calculated  upon his  subsequent
termination  of  employment or retirement to take into account both (i) years of
service  credited  during the period his benefits  were  suspended  and (ii) the
value of the  benefits  that  were  suspended.  If  benefit  payments  have been
suspended under this Section,  payments shall resume no later than the first day
of the third calendar month in which the Participant  fails to complete at least
forty (40) hours of such  service.  The initial  payment  upon the  cessation of
suspensions  shall  include the  payments  due for the  interim  period when the
suspension ceased and the benefit payments resumed or commenced. Notwithstanding
the foregoing, no benefit payment may be suspended under this Section unless the
Participant  receives written notice,  by personal  delivery or first class mail
during  the first  calendar  month or  corresponding  payroll  period  for which
payments are  suspended.  Such notice shall:  (i) explain why benefits are being
suspended, (ii) describe the applicable Plan provisions, (iii) include a copy of
such  Plan  provisions,  (iv)  contain  a  statement  identifying  by  reference
applicable U.S. Department of Labor regulations,  and (v) inform the Employee of
procedures for seeking review of the benefit suspension,  all in accordance with
U.S.  Department of Labor  regulations  ss.2530.203-3.  Requests for such review
shall be  considered  in  accordance  with the benefit  claim  review  procedure
adopted  by the  Committee  under  Section  503 of  ERISA  and  the  regulations
thereunder,  unless  other rules are adopted by the  Committee  for  purposes of
reviewing benefit suspension  claims.  Benefits that are payable on or after the
Participant  attains age sixty-five  (65) and that are not suspended  under this
Section,  or deferred pending exhaustion of benefit claim and review procedures,
shall be  actuarially  increased  (if they are not paid as due) to the Actuarial
Equivalent of such benefits as were due.

(c)   Prior Retirement From United Airlines.  If an individual:

(i)   has retired from United Air Lines,

(ii)  is currently receiving benefits under the UA Prior Plan,

(iii) becomes an Employee, and

(iv)  becomes eligible to participate in the Plan under Article III,

then any benefits payable under this Plan shall be reduced by any portion of the
benefits  payable  under the UA Prior Plan to the extent  that Months of Service
and Final Average  Compensation  under this Plan are also used to determine such
Participant's accrued benefit under the UA Prior Plan.

ARTICLE XII

                        PAYMENT OF RETIREMENT INCOME AND

                           VESTED TERMINATION BENEFITS

Section 12.01 Application for Benefits. A Participant shall notify the Committee
in writing in such manner as may be required by the Committee  that he elects to
have his  benefit  paid to him.  This  notification  should be  provided  to the
Committee at least ninety (90) days prior to the date the Participant would like
payment of his benefit to commence.

Section 12.02     Payment of Retirement Income in Normal Form.

(a)  Payment in Single  Life  Annuity  Form.  Except as  otherwise  specifically
provided in this Article,  benefit payments to an unmarried  Participant will be
paid to him monthly,  in the form of a Single Life Annuity  commencing as of his
Normal,  Early, Late or Disability  Retirement Date, and ending on the first day
of the calendar month during which the Participant's death occurs.

(b) Payment in Qualified  Joint and Survivor  Annuity Form. If a Participant who
is  eligible  to receive  benefit  payments  under  Articles  VI through X has a
Spouse,  then such Participant's  Accrued Benefit under the Plan will be reduced
in accordance with the appropriate  adjustment factors listed on Appendix B, and
will be paid in the form of a Qualified  Joint and Survivor  Annuity;  provided,
however,  that the Participant may elect an optional form of payment pursuant to
Section 12.04.  If a Participant  elects an optional form of payment,  then such
Participant  must  obtain  Spousal  Consent to both the waiver of the  Qualified
Joint and  Survivor  Annuity and the  election  of an  optional  form of benefit
payment as set forth in Sections 12.03 and 12.04 below.

Section  12.03  Election  to Waive  Qualified  Joint  and  Survivor  Annuity.  A
Participant may elect to waive the Qualified Joint and Survivor  Annuity form of
payment  at any time  during  the  90-day  period  ending on such  Participant's
"Annuity  Starting  Date." The  "Annuity  Starting  Date"  with  respect to each
Participant  or  Limited  Participant  is the first day of the first  period for
which an amount is paid as an  annuity  (or in any other  form)  under the Plan.
Such an election must be made in writing in the form and manner  required by the
Committee,  and will be effective only if the  Participant's  Spouse consents in
writing to the election, such consent acknowledges the effect of the waiver, and
such consent is witnessed by a notary  public.  During the period  commencing no
more than  ninety  (90)  days and no less  than  thirty  (30)  days  before  the
Participant's  Annuity  Starting  Date,  the  Committee  will furnish him with a
written  explanation  of the terms and  conditions  of the  Qualified  Joint and
Survivor  Annuity,  the  Participant's  right to make,  and the  effect  of, any
election to waive the Qualified Joint and Survivor  Annuity,  the requirement of
Spousal Consent to such a waiver,  and the Participant's  right to make, and the
effect of, a revocation of such a waiver.  Distributions  may commence less than
thirty (30) days,  but in no event less than seven (7) days,  after such written
explanation is given, provided that:

(a) the  Committee  clearly  informs  the  Participant  that he has a right to a
period of thirty (30) days after  receiving the written  explanation to consider
the decision of whether or not to elect a distribution  (and, if  applicable,  a
particular distribution option), and;

(b) the Participant, after receiving the written explanation and with the proper
consent of his Spouse, affirmatively elects a distribution.

An election under this Section 12.03 may be revoked by a Participant without the
need for  Spousal  Consent at any time before the date  payment of his  benefits
commences; provided, however, that any subsequent election by the Participant to
again waive the Qualified  Joint and Survivor  Annuity form of payment must also
satisfy the requirements of this Section 12.03.

Section 12.04 Election of Optional Form of Payment. A Participant's  election of
one of the optional forms of benefit payment  available under Section 12.05 must
be made in writing and filed with the  Committee at any time during the Election
Period,  consisting of the ninety (90)-day  period ending on such  Participant's
Annuity  Starting Date (as defined in Section 12.03 above).  Each election under
this Section 12.04 must contain such information as the Committee may require to
determine the amount of the  Participant's  optional form of benefit;  provided,
however,  that such election will be effective only if the Participant's Spouse,
if any,  consents to the election in writing and such consent  acknowledges  the
effect of the election and is  witnessed  by a notary  public.  Subject to being
revoked as provided in Section 12.06,  an election filed in accordance with this
Section  12.04 will become  effective on the date on which the election is filed
with the Committee.

Section  1.01  Optional  Forms of  Payment.  (a)  Subject to the  provisions  of
Sections  12.04 and 12.06,  in lieu of the normal  form of benefit  payable to a
Participant  under Section 12.02, a Participant  may elect to receive payment of
his  benefit  in one of the  optional  forms  listed  below  which  shall be the
Actuarial  Equivalent  of a Single Life Annuity (as  determined  by applying the
appropriate adjustment factor found in Appendix B):

(i)   Single Life Annuity.  A monthly benefit payable for the Participant's
      -------------------
            remaining lifetime only, with no further benefits payable at such
            Participant's death;

(ii)        Ten Year Certain Option.  A reduced  monthly payment  terminating at
            the Participant's death and, if the Participant dies within a period
            of ten (10) years after the date  payments  commence,  a  continuing
            payment of the same  amount to his  designated  Beneficiary  for the
            remainder of such 10-year period;

(iii)       Contingent  Annuitant Option. A reduced monthly payment  terminating
            at the Participant's  death with the provision that upon his death a
            continuing  payment  of 100%,  66-2/3%,  or 50% (as he may  elect in
            writing,  filed  with  the  Committee)  thereof  will be made to the
            surviving  contingent  annuitant  (designated by him at the time his
            election  of this  option  is  filed  with the  Committee)  for such
            contingent annuitant's remaining life; or

(iv)        Level Income  Option.  In the case of a Participant  with respect to
            whom monthly payments  commence before the date that would otherwise
            be his Normal  Retirement Date, an increased monthly payment for the
            period before the earlier of his Normal  Retirement Date or the date
            determined  by the  Committee  to be the date on which  his  primary
            Social  Security  benefits under the Federal Social Security Act are
            expected to commence, and a decreased monthly payment thereafter, so
            that the monthly  payments made to the  Participant  under the Plan,
            together  with the amount of his  monthly  primary  Social  Security
            benefits (as determined by the Committee based on the Federal Social
            Security  Act as in effect on the date his  payments  under the Plan
            commence) will form, as nearly as  practicable,  a uniform series of
            payments.

(b)  Notwithstanding  the  foregoing  provisions  of  Section  12.05(a),   if  a
Participant has elected an optional form of payment under Sections  12.05(a)(ii)
or  12.05(a)(iii)  above,  he may  elect to  receive a  benefit  of  Actuarially
Equivalent  value to the amount that would  otherwise  be payable to him in such
optional  form  in  the  form  provided  by  Section  12.05(a)(iv)  next  above.
Notwithstanding  the provisions to Sections  12.05(a)(ii) or 12.05(a)(iii)  next
above, if a Participant who has elected to receive monthly payments in an amount
determined in accordance with Sections 12.05(a)(ii) or 12.05(a)(iii) and who has
also  made  the  election  provided  by  the  foregoing   sentence  dies,  then,
respectively:

(i)         the amount  payable,  if any,  to his  Beneficiary  as  provided  in
            Section 12.05(a)(ii) will be the decreased monthly payment described
            in Section 12.05(a)(iv); or

(ii)        the amount payable to his surviving contingent annuitant as provided
            in  Section  12.05(a)(iii)  will be  determined  on the basis of the
            monthly  payment  that  would  have been  payable  to him under that
            Section  12.05(a)(iii)  if the  Level  Income  Option  had not  been
            elected.

(c)  Notwithstanding  the  foregoing  provisions  of  Section  12.05(a),   if  a
Participant  has  elected an  optional  form of  payment  solely  under  Section
12.05(a)(iv)   next  above,   without   regard  to  Sections   12.05(a)(ii)   or
12.05(a)(iii),   such  optional  form  will   automatically  be  payable  as  an
Actuarially  Equivalent  Single Life Annuity.  A Participant  may also elect the
optional form of payment under Section  12.05(a)(iv) to be paid in the form of a
Qualified Joint and Survivor Annuity.

Section 12.06     Revocation of Optional Forms of Payment.

(a) A Participant  may cancel or revoke any option  elected under Section 12.04,
and may make a new election,  subject to the  requirements of Sections 12.03 and
12.04, at any time during the Election Period  consisting of the ninety (90) day
period ending on the Participant's  Annuity Starting Date (as defined in Section
12.03), and any option elected by the Participant shall be automatically revoked
if the Participant dies before benefit payments to him commence.

(b) If a Participant has elected an optional form of payment providing  survivor
benefits under Section 12.05 and the Beneficiary of such Participant dies before
the  Annuity  Starting  Date,  the  election  will  be  automatically  canceled;
provided,  however,  that the  Participant  notifies the Committee in writing of
such an event.  The  Participant's  benefit will then be paid in accordance with
Sections 12.02 or 12.07, whichever is applicable, unless he makes a new election
in accordance with Section 12.04.

Section 12.07 Payment of Deferred Vested Termination  Benefit. A Participant who
is entitled to a deferred vested benefit under Article X, shall have his benefit
paid to him in  accordance  with Section  12.02;  provided,  however,  that such
Participant  may elect an optional form of benefit under Section 12.05,  subject
to the waiver and election requirements of Sections 12.03 and 12.04.

Section 1.01 Small Amounts. (a) Notwithstanding any other provision of the Plan,
if the present value of the vested portion of any Participant's  Accrued Benefit
is $3,500 or less, or $5,000 or less for Plan Years beginning after December 31,
1997, as of the  Participant's  Annuity Starting Date prior to Normal Retirement
Age, the Committee  shall direct the Trustee to  distribute  such benefit to the
Participant in a single lump sum.

(b)  Effective  prior to January 1, 1998,  for purposes of this  Section  12.08,
present value will be determined as of the  scheduled  date of  distribution  by
using an interest rate which is the lesser of:

(i)         the rate that would be used (as of such date) by the Pension Benefit
            Guaranty  Corporation  ("PBGC") for the purpose of  determining  the
            present value of a single sum distribution on plan termination; or

[(ii)       the interest rate used for annual Plan valuation  purposes in effect
            from time to time as set forth in Appendix B.

(c) Effective January 1, 1998, for purposes of this Section 12.08, present value
will  be  determined  as  of  the  date  of  distribution  using  the  actuarial
assumptions set forth in (i) or (ii), whichever produces the greater single lump
sum amount:

(i)   the Applicable Interest Rate and the Applicable Mortality Table; or

      (ii)  the interest rate and mortality table used for annual Plan valuation
            purposes in effect from time to time as set forth in Appendix B.

Section  12.09   Payments  to  Minors  and  Other   Persons  under   Disability.
Notwithstanding  any  other  provisions  of the  Plan,  if the payee of any Plan
benefit  is a minor or is  otherwise  found  incompetent  for any  reason by the
Committee or is declared incompetent by a Court of competent jurisdiction,  then
any Plan  benefit  to which  such  payee is  entitled  will be paid only to such
guardian,  conservator,  or other  person  legally  charged with the care of the
person or of his estate as is duly  appointed  under the laws of the  applicable
jurisdiction.

Section 12.10 Benefits May Not Be Assigned or Alienated.  Benefits payable under
this Plan will not be subject in any manner to anticipation,  alienation,  sale,
transfer,  assignment, pledge, encumbrance,  charge, garnishment,  execution, or
levy  of  any  kind,  either  voluntary  or  involuntary;  and  any  attempt  to
anticipate,  alienate,  sell, transfer,  assign,  pledge,  encumber,  charge, or
otherwise  dispose of any right to benefits payable  hereunder will be void. The
Trust  Fund will not in any  manner be liable  for,  or  subject  to, the debts,
contracts, liabilities, engagements, or torts of any person entitled to benefits
hereunder.  Notwithstanding any provision of the Plan to the contrary,  the Plan
shall honor a judgment,  order, decree or settlement providing for the offset of
all  or a part  of ta  Participant's  benefit  under  the  Plan,  to the  extent
permitted under Code Section  401(a)(13)(C);  provided that the  requirements of
Code Section 401(a)(13)(C)(iii)  relating to the protection of the Participant's
spouse (if any) are satisfied.

      The Accrued Benefit of any Participant,  however,  shall be subject to and
payable in accordance with the applicable requirements of any Qualified Domestic
Relations  Order,  as that term is defined in Section 414(p) of the Code and any
Regulations  promulgated  thereunder.  A payment  from a  Participant's  Accrued
Benefit may be made to an  alternate  payee (as defined in Section  414(p)(8) of
the Code) prior to the date the Participant  reaches his earliest retirement age
(as  defined  in Section  414(p)(4)(B)  of the Code) if such  payments  are made
pursuant to a Qualified  Domestic Relations Order. All such payments pursuant to
a  Qualified  Domestic  Relations  Order  shall be subject to  reasonable  rules
promulgated  by the  Committee;  provided  that such rules and  Regulations  are
consistent  with Section 414(p) of the Code. The Accrued Benefit that is subject
to any Qualified  Domestic Relations Order shall be reduced by the amount of any
payment made pursuant to such Order.

Section 1.01  Commencement of Benefits,  Required  Beginning Date. (a) Effective
January  1,  2001,  notwithstanding  any  other  provision  of the  Plan  to the
contrary,  payment of a Participant's  benefit must begin not later than April 1
of the calendar  year  following the later of (i) the calendar year in which the
Participant  attains  age  70-1/2,  or  (ii)  the  calendar  year in  which  the
Participant retires. The Accrued Benefit of a Participant who attains age 70-1/2
after  December 31, 2001, who terminates  employment  with the Controlled  Group
after  attaining age 70-1/2 and whose payment of such Accrued Benefit is delayed
until such termination of employment shall be actuarially increased to take into
account the period after age 70-/12 in which the  Participant  was not receiving
benefits under the Plan. Notwithstanding the foregoing, for a Participant who is
a five percent (5%) owner of Galileo  International  (as  determined  under Code
Section  416(i))  at any time  during  the Plan  Year  and with  respect  to any
Participant prior to January 1, 2001, payment of the Participant's  benefit must
begin not later than April 1 of the calendar year following the calendar year in
which the Participant  attains age 70-1/2.  Further,  notwithstanding  any other
provision of this Plan, all  distributions  under the Plan shall comply with the
requirements  of  Code  Section   401(a)(9)  and  the  regulations   promulgated
thereunder, which are incorporated into the Plan by reference.

(b) If a  Participant  dies after the  payment of his  benefits  has begun,  the
remaining  portion of such benefits  shall be distributed at least as rapidly as
the manner in which benefits were scheduled to be paid to the Participant.  If a
Participant  dies before payment of his benefits has begun, his benefits must be
distributed over a period not exceeding the greatest of:

(i)   five (5) years from the date of death of the Participant;

(ii)        in the case of payments to a designated  Beneficiary  other than the
            Participant's  Spouse,  the  life  expectancy  of such  Beneficiary,
            provided  also  that  such  payments  begin  within  one year of the
            Participant's death; or

(iii) in the case of payments to the Participant's Spouse, the life
            expectancy of such Spouse.

Section 1.01      Optional Direct Transfer of Eligible Rollover
                  ----------------------------------------------
Distributions.  (a) Notwithstanding anything contained in the Plan to the
contrary, if a Participant or other Distributee elects:

(i)   to have such distribution paid directly to an eligible retirement plan,
            and

(ii)        specifies the eligible retirement plan to which such distribution is
            to be paid  (in  such  form and at such  time as the  Committee  may
            prescribe),  such distribution shall be made in the form of a direct
            trustee-to-trustee  transfer  to the  eligible  retirement  plan  so
            specified.

(b)  Subsection  (a) above  shall  apply  only to the extent  that the  eligible
rollover  distribution would be includible in gross income if not transferred as
provided in subsection (a) above (determined without regard to Section 401(c) of
the Code).

(c)  For  purposes  of  this  Section  12.12,   the  term   "eligible   rollover
distribution" has the meaning given to such term by Section  402(f)(2)(A) of the
Code.

(d) For purposes of this Section 12.12, the term "eligible  retirement plan" has
the meaning given to such term by Section  402(c)(8)(B) of the Code, except that
a qualified trust shall be considered an eligible  retirement plan only if it is
a  defined  contribution  plan,  the terms of which  permit  the  acceptance  of
rollover distributions.

(e) For  purposes  of this  Section  12.12,  the term  "Distributee"  includes a
Participant  or an inactive  Participant.  In  addition,  the  Participant's  or
inactive  Participant's  surviving  Spouse or former Spouse who is the alternate
payee under a Qualified Domestic Relations Order as defined in Section 414(p) of
the Code, is a  Distributee  with regard to the interest of the Spouse or former
Spouse.

      For  purposes of this  Section  12.12(e),  an inactive  Participant  is an
Employee who is eligible to be and becomes a Participant in accordance  with the
provisions  of  Article  III  or a  former  Employee  who  has  not  received  a
distribution of his Accrued Benefit.

ARTICLE XIII

                         PRE-RETIREMENT SURVIVOR BENEFIT

Section 13.01     Eligibility.  If a Participant dies:
                  ------------

(a)   either:

(i)   prior to his earliest retirement date under the Plan; or

(ii)  prior to commencing payment of his benefit from the Plan; and

(b)   with a vested interest in his Accrued Benefit;

then his surviving Spouse shall be entitled to a Pre-Retirement Survivor Benefit
as described in this Article XIII.

Section 13.02 Pre-Retirement  Survivor Benefit. The surviving Spouse, if any, of
a Participant who dies while  satisfying the conditions of Section 13.01 will be
eligible to receive a monthly Pre-Retirement Survivor Benefit in an amount equal
to 50% of the vested Accrued Benefit as of the date of the Participant's  death;
provided,  however,  that such amount  shall be reduced in  accordance  with the
provisions of Section  7.03(a) or (b) (whichever  shall be applicable)  for each
calendar month by which payment of the Pre-Retirement  Survivor Benefit precedes
the earliest  retirement  date under the Plan and further  reduced in accordance
with the provisions of Section 12.02(b).

      Notwithstanding the foregoing,  that portion of a Pre-Retirement  Survivor
Benefit  attributable to such Participant's Prior Plan accrued benefit shall not
be reduced for commencement of benefit payments which precede the  Participant's
earliest retirement date under the Plan; provided,  however, subject to any plan
qualification   provisions  of  the  Code  to  the  contrary,   a  Participant's
Pre-Retirement  Survivor  Benefit  under this  Article  shall be  determined  in
accordance  with the  preceding  paragraph in this Section 13.02 but shall in no
event be less than the amount  attributable  to his unreduced Prior Plan accrued
benefit  payable  as a  Pre-Retirement  Survivor  Benefit as  described  in this
sentence. The amount of this Pre-Retirement  Survivor Benefit will be payable in
accordance with the provisions of Section 13.03.

Section  13.03  Payment  of  Pre-Retirement  Survivor  Benefit.   Pre-Retirement
Survivor  Benefit payments will be paid monthly to the  Participant's  surviving
Spouse  commencing as of the first day of the calendar  month next following the
later of:

(a)   the Participant's earliest retirement date under the Plan; or

(b)   the death of the Participant;

and ending on the first day of the calendar  month  during  which the  surviving
Spouse's death occurs.

ARTICLE XIV

                           DESIGNATION OF BENEFICIARY

      Each Participant or Limited Participant may designate any legal or natural
person or persons as his  Beneficiary  under the Plan to receive  any portion of
such  Participant's  benefit  that  remains  unpaid as of the date of his death;
provided,  however,  that benefits payable as a Pre-Retirement  Survivor Benefit
under Article XIII shall be payable only to a  Participant's  surviving  Spouse.
Each Beneficiary designation will be in the form prescribed by the Committee and
will be effective only when filed with the Committee during the Participant's or
Limited  Participant's  lifetime.  Each Beneficiary  designation  filed with the
Committee  will  cancel  all  prior  Beneficiary  designations  filed  with  the
Committee.

      Notwithstanding the foregoing, if a Participant was married for the twelve
consecutive  month  period  immediately  prior  to  such  Participant's  Annuity
Starting Date (as defined in Section 12.03), no Beneficiary  designation will be
effective under the Plan unless the Participant's  Spouse consents in writing to
such designation,  such consent acknowledges the effect of such designation, and
such Spouse's  signature is witnessed by a notary public.  Spousal  Consent to a
Participant's Beneficiary designation will not be required if:

(a)   the Participant's Spouse is designated as the primary Beneficiary by
the Participant, or

(b) it is established to the  satisfaction of the Committee that Spousal Consent
cannot be obtained because there is no Participant's  Spouse, or because of such
other  circumstances as may be prescribed in regulations issued by the Secretary
of the Treasury.

Any consent by the Participant's Spouse or any determination that the consent is
not required  pursuant to paragraphs  (a) or (b) above,  will be effective  only
with respect to that particular Spouse.

ARTICLE XV

                             LIMITATION ON BENEFITS

Section  15.01 Maximum  Benefits.  Notwithstanding  any other  provision of this
Plan,  benefits shall not accrue under this Plan as of any PlanYear with respect
to any Employee such that the annual  pension  benefit  payable,  as adjusted in
accordance  with  regulations  prescribed  by the  Secretary  of the Treasury to
reflect  changes  in the cost of  living,  shall  exceed  the  lesser  of ninety
thousand  dollars  ($90,000)  or one hundred  percent  (100%) of the  Employee's
average  compensation for the three (3) consecutive  calendar years during which
he was  participating  in the  Plan  and his  aggregate  compensation  from  the
Employer  was  highest.  For purposes of the  foregoing  limitation,  the annual
pension  benefit shall be calculated as a Normal  Retirement  Benefit under this
Plan  payable in the form of a Single  Life  Annuity and  without  reference  to
benefits funded by employee contributions or rollover contributions, to benefits
other than a Normal  Retirement  Benefit,  and to  Qualified  Joint and Survivor
Annuity benefits as defined in Section 417(b) of the Code.

      The annual  benefit  payable  under the Plan with respect to a Participant
whose benefits  commence before his Social  Security  Retirement Age (as defined
below) shall not exceed the limitation set forth above; provided,  however, that
the dollar amount referred to above shall be reduced  actuarially to reflect the
commencement  of benefits  prior to his Social  Security  Retirement  Age.  Such
reduced  dollar  amount shall be the Actuarial  Equivalent of an annual  benefit
equal to the dollar amount  referred to above  commencing at his Social Security
Retirement Age.

      The annual  benefit  payable  under the Plan with respect to a Participant
whose  benefits  commence  after his Social  Security  Retirement  Age shall not
exceed the limitation contained above; provided, however, that the dollar amount
referred to above shall be increased  actuarially to reflect the commencement of
benefits after his Social Security  Retirement Age. Such increased dollar amount
shall be the  Actuarial  Equivalent  of an annual  benefit  equal to the  dollar
amount referred to above commencing at his Social Security Retirement Age.

      In the event payment of a Participant's  annual benefit commences prior to
the  completion of ten (10) years of  participation  under this Plan, the dollar
limitations  contained  above,  whichever  is  applicable,  shall be adjusted by
multiplying the amount of such limitation by a fraction,  the numerator of which
is the Participant's years of such participation and the denominator of which is
ten (10).

      A Participant's "Social Security Retirement Age" means the age used as the
retirement age for the  Participant  under Section 216(1) of the Social Security
Act,  except  that  such  Section  shall be  applied  without  regard to the age
increase factor contained therein,  and shall be further applied as if the early
retirement age under Section 216(l)(2) of said Act were age 62.  Notwithstanding
the foregoing,  for purposes of applying the  nondiscrimination  requirements of
Code Section  401(a)(4),  Social  Security  Retirement Age shall be treated as a
uniform  retirement age, and subsidized early retirement  benefits and joint and
survivor annuities shall not be treated as being unavailable to Employees on the
same terms merely  because such  benefits or annuities  are based in whole or in
part on an Employee's Social Security Retirement Age.

      For the  purpose of  adjusting  amounts  under  this  Section  15.01,  the
interest  rate  assumption  will be the greater  (or the lesser,  in the case of
benefits  beginning  after  age 65) of five  percent  (5%),  or the rate used in
determining Actuarial Equivalence under the Plan. Notwithstanding the foregoing,
if any benefit under the Plan is payable in any form other than the life annuity
form, such benefit shall be adjusted, in accordance with rules determined by the
Commissioner of the Internal Revenue under Treas.  Reg.  ss.1.415-3(c),  so that
such benefit is equivalent to an annual benefit.  For this purpose, the interest
rate  assumption  shall  be the  Applicable  Interest  Rate  and  the  mortality
assumption shall be the Applicable Mortality Table.

Section 15.02 Maximum Benefits - Multiple Plans Covering  Participant.  For Plan
Years  beginning  prior to January 1, 2000,  in the event that an Employee  also
participates  in any defined  contribution  plan  maintained  by the Employer as
stated below, a further  limitation on annual benefits  payable to such Employee
under this Plan shall apply to the extent necessary to prevent  disqualification
of the Plan under Section 415(e), or Section 416(h) if applicable,  of the Code.
The sum of the defined benefit plan fraction and the defined  contribution  plan
fraction,  determined  in  accordance  with  Section  414(e)  of  the  Code  and
applicable  regulations  thereunder,  for such  Employee  shall not exceed  1.0.
Adjustments  to the defined  benefit plan  fraction and to pay benefits  accrued
under this Plan shall be made in accordance with  applicable  regulations and as
necessary to avoid exceeding such 1.0 limitation.

Section  15.03  Early  Termination.  In the  event the Plan is  terminated,  the
benefit  of any highly  compensated  active or former  Employee  is limited to a
benefit that is nondiscriminatory under Section 401(a)(4) of the Code.

      Benefits  distributed to any of the 25 most highly  compensated active and
highly  compensated  former  Employees  with the  greatest  Compensation  in the
current or any prior year are  restricted  such that the annual  payments are no
greater  than an amount equal to the payment that would be made on behalf of any
Employee under a Single Life Annuity that is the Actuarial Equivalent of the sum
of the Employee's Accrued Benefit,  the Employee's other benefits under the Plan
(other  than a  social  security  supplement,  within  the  meaning  of  Section
1.411(a)-7(c)(4)(ii)  of the Treasury Regulations),  and the amount the Employee
is entitled to receive under a social security supplement.

      The  preceding  paragraph  shall not apply if:  (1) after  payment  of the
benefit to an Employee described in the preceding  paragraph,  the value of Plan
assets equals or exceeds 110% of the value of current liabilities, as defined in
Section  412(1)(7)  of the Code,  (2) the value of the  benefits for an Employee
described  above is less  than 1% of the  value of  current  liabilities  before
distribution,  or (3) the  value of the  benefits  payable  under the Plan to an
Employee  described  above  does not  exceed  $3,500  or $5,000  for Plan  Years
beginning after December 31, 1997.

      For purposes of this Section  15.03,  benefit  includes loans in excess of
the amount set forth in Section  72(p)(2)(A) of the Code,  any periodic  income,
any withdrawal  values payable to a living Employee,  and any death benefits not
provided for by insurance on the Employee's life.

      An Employee's  otherwise  restricted benefit may be distributed in full to
the affected Employee if prior to receipt of the restricted amount, the Employee
enters into a written agreement with the Plan  Administrator to secure repayment
to the Plan of the restricted amount. The restricted amount is the excess of the
amounts distributed to the Employee  (accumulated with reasonable interest) over
the amounts that could have been distributed to the Employee under a Single Life
Annuity  described  in the Plan  (accumulated  with  reasonable  interest).  The
Employee may secure repayment of the restricted amount upon distribution by: (1)
entering into an agreement for promptly  depositing in escrow with an acceptable
depositary  property having a fair market value equal to at least 125 percent of
the restricted  amount, (2) providing a bank letter of credit in an amount equal
to at least 100 percent of the restricted amount, or (3) posting a bond equal to
at least 100 percent of the restricted  amount.  If the Employee  elects to post
bond,  the bond will be furnished by an insurance  company,  bonding  company or
other surety for federal bonds.

      The escrow  arrangement may provide that an Employee may withdraw  amounts
in excess of 125 percent of the  restricted  amount.  If the market value of the
property  in an  escrow  account  falls  below  110  percent  of  the  remaining
restricted amount,  the Employee must deposit  additional  property to bring the
value of the property held by the depositary up to 125 percent of the restricted
amount.  The escrow  arrangement may provide that Employee may have the right to
receive any income from the property placed in escrow, subject to the Employee's
obligation  to  deposit  additional  property,  as set  forth  in the  preceding
sentence.

      A surety or bank may release any  liability  on a bond or letter of credit
in excess of 100 percent of the restricted amount.

      If the Plan Administrator certifies to the depositary, surety or bank that
Employee  (or the  Employee's  estate)  is no  longer  obligated  to  repay  any
restricted  amount, a depositary may redeliver to the Employee any property held
under an escrow agreement,  and a surety or bank may release any liability on an
Employee's bond or letter of credit.

ARTICLE XVI

                              TOP HEAVY PROVISIONS

Section 16.01 Purpose and Effect.  The purpose of this Article is to comply with
the requirements of Section 416 of the Code. The provisions of this Article will
be effective  for each Plan Year in which the Plan is a "Top-Heavy  Plan" within
the meaning of Section 416(g) of the Code.

Section 16.02 Top-Heavy Plan. In general,  the Plan will be a Top-Heavy Plan for
any  Plan  Year  if,  as of the  last  day  of  the  preceding  Plan  Year  (the
"Determination Date"), the sum of the amounts in (a), (b), and (c) below for Key
Employees (as defined below and in Section 416(i)(1) of the Code) exceeds 60% of
the  sum of such  amounts  for  all  employees  who  are  covered  by a  defined
contribution  plan or defined  benefit  plan that is  included  in the  Required
Aggregation Group (as defined in Section 16.06):

(a) The present value of the cumulative  Accrued Benefit of such Employees under
this Plan.

(b) The present  value of the  cumulative  accrued  benefits  of such  Employees
calculated  under any other  defined  benefit  plans  included  in the  Required
Aggregation Group.

(c)  The  aggregate  account  balances  of  such  Employees  under  any  defined
contribution plan included in the Required Aggregation Group.

In determining the present value of the aggregate benefits of an Employee in any
plan:

(i)         such benefits will be increased by the aggregate  distributions,  if
            any, made from such plan during the  five-year  period ending on the
            Determination Date;

(ii)        the  accrued  benefit or account  balance  of any  employee  who was
            previously a Key  Employee,  but who has become a Non-Key  Employee,
            will be disregarded;

(iii)       the  accrued  benefit or  account  balance  of a  beneficiary  of an
            employee will be considered the accrued  benefit or account  balance
            of the employee;

(i)         the accrued  benefit or account  balance of any former  employee who
            has not  performed  any services for the Employer at any time during
            the  five-year  period  ending  on the  Determination  Date  will be
            disregarded;

(ii)  the actuarial assumptions for all defined benefit plans in the Required
            Aggregation Group will be identical; and

(iii)       the  accrued   benefit  of  any   employee   will  not  include  any
            proportional   subsidies  but  will  include  any   non-proportional
            subsidies.

Section 16.03     Key Employee.  In general, a "Key Employee" is an employee
                  ------------
who, at any time during the five-year period ending on the determination
date, is:

(a) an  officer of the  Employer  or an  Affiliated  Employer  receiving  annual
Compensation from the Employer and any Affiliated  Employer greater than 150% of
the limitation in effect under Section 415(c)(1)(A) of the Code; provided,  that
for the  purposes of this  Section  16.03(a),  no more than 50  employees of the
Employer and Affiliated  Employer (or if lesser,  the greater of three employees
or 10% of the employees) will be treated as officers;

(b) one of the 10 employees  receiving annual  Compensation from the Employer or
an  Affiliated  Employer of more than the  limitation  in effect  under  Section
415(c)(1)(A) of the Code and owning the largest  interests in the Employer or in
an Affiliated Employer;

(c)   a 5% owner of the Employer or an Affiliated Employer; or

(d) a 1%  owner of the  Employer  or an  Affiliated  Employer  receiving  annual
Compensation  from the Employer or Affiliated  Employer  (whichever he owns), of
more than $150,000.

A "Non-Key Employee" is, for the purposes of the Plan, any Employee who is not a
Key Employee.

Section  16.04  Minimum  Vesting.  For any  Plan  Year for  which  the Plan is a
Top-Heavy  Plan, a Participant's  vested  percentage in his Accrued Benefit will
not be less than the percentage determined under the following table:

            --------------------------------------------------

<PAGE>


                Years of Service            Percentage

            --------------------------------------------------
            --------------------------------------------------
                  Less than 2                    0%
            --------------------------------------------------
            --------------------------------------------------
                       2                        20%
            --------------------------------------------------
            --------------------------------------------------
                       3                        40%
            --------------------------------------------------
            --------------------------------------------------
                       4                        60%
            --------------------------------------------------
            --------------------------------------------------
                   5 or more                   100%
            --------------------------------------------------

      If the foregoing  provisions of this Section 16.04 become  effective,  and
the Plan later  ceases to be a Top-Heavy  Plan,  each  Participant  who then has
three (3) or more Years of Service  standing to his credit may elect to continue
to have the  vested  percentage  of his  Accrued  Benefit  determined  under the
provisions of this Section 16.04.

Section 16.05 Minimum Benefit.  A Participant's  monthly benefit,  commencing at
his Normal  Retirement  Date and payable as a Single Life  Annuity,  will not be
less than two percent (2%) of his Final Average  Compensation  multiplied by the
number of years (not to exceed ten (10)) of his  Top-Heavy  Service  (as defined
below). A Participant's "Final Average  Compensation" for this purpose means the
monthly average of his Compensation for the five (5) consecutive years for which
his Compensation was highest,  disregarding any Compensation paid after the last
year in which the Plan is a Top-Heavy  Plan. A  Participant  will be entitled to
one (1) year of "Top-Heavy Service" for each Year of Service after the Effective
Date  during  which  the  Plan is a  Top-Heavy  Plan  and  during  which he is a
Participant thereunder.

Section 16.06 Required  Aggregation  Group. For the purposes of this Article the
"Required Aggregation Group" means this Plan and each other defined benefit plan
and defined  contribution  plan  maintained  by the  Employer  or an  Affiliated
Employer (including any plan that was terminated within the five (5) year period
ending on the  Determination  Date) that covers a Key Employee as a participant,
or that is maintained  by the Employer or an Affiliated  Employer in order for a
plan which covers a Key Employee to be qualified.

Section 16.07 Adjustment of Combined Benefit  Limitations.  For any Plan Year in
which the Plan is a Top-Heavy Plan prior to January 1, 2000,  the  determination
of the defined  benefit plan  fraction and defined  contribution  plan  fraction
under  Section  15.02  of the  Plan  will be  adjusted  in  accordance  with the
provisions  of  Section  416(h)  of the  Code by  substituting  1.0 for  1.25 in
adjusting the dollar  limitations of Sections  415(b)(1)(A)  and 415(c)(1)(A) of
the Code.

ARTICLE XVII

                        COMMITTEE AND PLAN ADMINISTRATION

Section 17.01  Membership  and Authority.  The Committee  referred to in Section
2.10 will consist of one or more persons  appointed,  from time to time,  by the
Managers, or by the authorized designee of such Managers.  The Committee will be
the "named  fiduciary"  (as  described in ERISA Section 402) with respect to the
Plan,  and will have  complete  authority and  discretion in exercising  rights,
powers and duties granted to it as Plan Administrator  under the Plan. Except as
otherwise  specifically  provided  in this  Article  XVII,  in  controlling  and
managing the operation and administration of the Plan, the Committee will act by
a majority of its then members,  by meeting or by writing filed without meeting.
The Committee shall have the  discretionary  authority to determine  eligibility
for Plan benefits and to construe and interpret the terms of the Plan, including
the making of factual determinations,  and the decision thereon of the Committee
shall be final  and  conclusive  and  binding  upon all  persons  to the  extent
permitted by law. The  Committee  shall have the power and duty to do all things
necessary  or  convenient  to effect the intent and purposes of the Plan and not
inconsistent with any of the provisions  hereof,  whether or not such powers and
duties are specifically set forth herein. Not in limitation but in amplification
of the foregoing,  the Committee  will have the following  powers,  rights,  and
duties in addition to those vested in it elsewhere in the Plan:

(a) To adopt such rules of procedure and regulations as, in its opinion,  may be
necessary  for the proper and  efficient  administration  of the Plan and as are
consistent with the provisions of the Plan.

(b) To enforce the Plan in accordance with its terms and such  applicable  rules
and regulations as may be adopted by the Committee.

(c) To construe and interpret  the Plan and to determine  all questions  arising
under the Plan,  including the power to determine the rights or  eligibility  of
Employees or Participants and their Beneficiaries and their respective benefits.

(d) To maintain and keep adequate records concerning the Plan and concerning its
proceedings and acts in such form and detail as the Committee may decide, and to
make such reports on the Plan to the Employer, government agencies, or others as
the Committee or the Employer determines to be appropriate.

(e)   To direct all payments of benefits under the Plan.

(f) To amend the  Plan,  except  for any  amendment  that  would  increase  Plan
benefits or the costs of the Plan to Galileo  International  or Participants and
Beneficiaries.

The  certificate  of a  majority  of the  members  of the  Committee,  or of the
Secretary of the  Committee,  that the  Committee  has taken or  authorized  any
action will be conclusive in favor of any person relying on the certificate.

Section 17.02  Delegation by Committee.  In exercising  its authority to control
and manage the  operation  and  administration  of the Plan,  the  Committee may
employ  agents  and  counsel  (who  may also be  employed  by or  represent  the
Employer)  and to delegate to them or allocate to individual  Committee  members
such powers as the Committee  deems  desirable.  Any such  delegation will be in
writing and will reflect the action of the  Committee  members then acting.  The
writing contemplated by the foregoing sentence will fully describe the advice to
be rendered or the functions and duties to be performed by the delegatee.

Section 17.03 Uniform Rules.  In managing the Plan, the Committee will uniformly
apply  rules and  regulations  that have been  adopted by the  Committee  to all
similarly situated Participants.

Section  17.04  Information  to be  Furnished  to  Committee.  The  Employer and
Affiliated Employers will furnish the Committee such data and information as may
be  required.  The records of such  Employers or  Affiliated  Employers as to an
Employee's or Participant's period of employment, termination of employment (and
the reason therefor), leave of absence,  reemployment,  and compensation will be
conclusive on all persons,  unless determined to be incorrect.  Participants and
other  persons  entitled to benefits  under the Plan must furnish the  Committee
with such evidence, data, or information as the Committee considers desirable to
carry out the terms of the Plan.

Section 17.05  Committee's  Decision  Final.  All  determinations  and decisions
regarding  provisions of the Plan  involving  eligibility  to participate in the
Plan,  eligibility  for  benefits  under the Plan,  and the  amount  and form of
benefits  payable under the Plan are to be made by, and in the sole  discretion,
of the  Committee.  All such  decisions  and  determinations  shall be final and
binding.  A  misstatement  or other  mistake of fact will be  corrected  when it
becomes known, and the Committee will make any such adjustment  required thereof
as it considers equitable and practicable.

Section  17.06  Exercise  of  Committee's  Duties.   Notwithstanding  any  other
provisions of the Plan, the Committee will discharge its duties hereunder solely
in the interests of the Participants in the Plan and their Beneficiaries, and:

(a)   For the exclusive purpose of:

(i)   providing benefits to Plan Participants and other persons entitled to
            benefits under the Plan; and

(ii)  defraying reasonable expenses of administering the Plan;

(b) And with the care,  skill,  prudence,  and diligence under the circumstances
then  prevailing  that a prudent  person  acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of a like  character
and with like aims.

Section 17.07  Remuneration and Expenses.  No remuneration  shall be paid to any
Committee member or designatee of the Committee as such. However, the reasonable
expenses of a Committee  member or designatee  of the Committee  incurred in the
performance of a Committee  function,  and any other reasonable expenses of Plan
administration,  may be paid from the Trust,  at the direction of the Committee,
if not paid by the Employers.

Section 17.08 Resignation or Removal of Committee Member. A Committee member may
resign at any time by giving  written  notice to Galileo  International  and the
other Committee members. Galileo International may remove a Committee member, in
accordance  with  Section  17.01 by giving  written  notice to him and the other
Committee members.

Section 17.09 Appointment of Successor Committee Members.  Galileo International
may fill any vacancy in the  membership of the  Committee,  in  accordance  with
Section  17.01,  and will  give  prompt  written  notice  thereof  to the  other
Committee members.  While there is a vacancy in the membership of the Committee,
the remaining  Committee members will have the same powers as the full Committee
until the vacancy is filled.

Section 17.10 Records and Reports.  The Committee  will exercise such  authority
and  responsibility  as it deems  appropriate  to  comply  with  ERISA  and Code
requirements relating to: records of a Participant's  service,  Accrued Benefit;
notifications to Participants;  registration  with the Internal Revenue Service;
and annual reports to the Department of Labor or Internal Revenue Service.

Section  17.11  Indemnification.  To the extent  permitted  by law, no Committee
member,  shareholder,  director, officer or Employee of an Employer, shall incur
any personal liability of any nature for any act or failure to act in good faith
in  connection  with the  administration  of the Plan,  except in cases of gross
negligence  or  willful  misconduct  by  such  individual.   The  Managers,  the
Committee,  and any Employees operating with the approval of the Employer or the
Committee will be indemnified and saved harmless by Galileo International,  from
and against any and all  liabilities to which they may be subjected by reason of
any act or failure to act made in good faith  pursuant to the  provisions of the
Plan,  including  expenses  reasonably  incurred  in the  defense  of any  claim
relating thereto.

Section  17.12 Claims  Procedure.  A person or persons or an entity named by the
Committee (which person,  persons, or entity may be the Committee) will make all
determinations as to the right of any person to a benefit. If a claim is denied,
in whole or part,  the party making the claim will be given a written  notice of
denial of the claim containing the following:

(a)   Specific reasons for the denial;

(i)   Specific reference to pertinent Plan provisions on which the denial is
            based;

[(ii)       A description  of any additional  material or information  necessary
            for the claimant to perfect the claim, and an explanation of why the
            material or information is necessary; and]

(iii) An explanation of the claim review procedure.

The notice  will be  furnished  within a  reasonable  time after  receipt of the
claim.  If the notice is not  furnished  within  sixty (60) days  following  the
claim, the claim will be deemed denied.

      The following claim review procedure will apply to any denied claim:

      (a)   Review may be requested in writing within ninety (90) days following
            the date of denial of the claim. During such period the claimant may
            inspect  or copy any  Plan  records  pertaining  to his  claim.  The
            request for review must contain all reasons,  facts and documents in
            support of the denied claim.

      (b)   The decision on review will be by the Committee or its designee,
            will be in writing, and will be issued within sixty (60) days,
            provided that the period for decision may extend to a date not
            later than one hundred twenty (120) days after such request if it
            is determined that special circumstances require such an
            extension.  The decision on review will include specific reasons
            for the decision and specific references to the Plan provisions
            on which the decision is based.

ARTICLE XVIII

                            AMENDMENT AND TERMINATION

Section 18.01 Amendment;  Termination.  Galileo International,  by action of its
Managers,  shall have the right at any time, and from time to time, to amend, in
whole or in part,  any or all of the provisions of the Plan, or to terminate the
Plan,  in whole or in part. In addition,  the Committee  shall have the right to
amend the Plan,  except for any amendment  that would  increase Plan benefits or
the  costs  of the  Plan  to  Galileo  International.  No such  amendment  shall
authorize or permit any part of the Trust to be used for or diverted to purposes
other than for the exclusive benefit of the Participants or other  beneficiaries
or permit  any  portion  of the Trust to revert  to or become  the  property  of
Galileo  International.  However,  upon  termination  of the Plan,  if after all
liabilities to Participants and  Beneficiaries  have been met, a balance remains
in the Trust, Galileo  International may recover such balance if such balance is
due to an erroneous actuarial  computation.  Notwithstanding  the foregoing,  no
amendment (except as provided below) shall:

(i)   retroactively decrease the benefits accrued to any Participant, or

(ii)        eliminate  or  reduce  an  early  retirement  benefit,  subsidy,  or
            optional  form of benefit with respect to benefits  attributable  to
            service before the amendment.

      Galileo  International  also  shall  have the right to make any  amendment
retroactively  which is  necessary  to qualify the Plan for tax  exemption or to
bring  the Plan  into  conformity  with the Code or ERISA,  and  regulations  or
rulings thereunder.

Section 18.02 Merger and Consolidation of Plan,  Transfer of Plan Assets. In the
case of any merger or  consolidation of the Plan with, or transfer of assets and
liabilities of the Plan to, any other plan, provisions will be made so that each
affected Participant in the Plan on the date thereof, if the Plan, as applied to
that Participant, then terminated, would receive a benefit immediately after the
merger, consolidation,  or transfer that is equal to or greater than the benefit
he  would  have  been  entitled  to  receive   immediately  before  the  merger,
consolidation, or transfer if the Plan, as applied to him, had then terminated.

Section  18.03  Distribution  on  Termination  and  Partial  Termination.   Upon
termination  or partial  termination  of the Plan,  the  rights of all  affected
Participants  to  benefits  accrued to the date of such  termination  or partial
termination shall become nonforfeitable to the extent funded as of such date. On
termination  of the Plan,  and after  payment of all  reasonable  administrative
expenses,  the  Committee  will  allocate the assets in the manner and order set
forth in ERISA Section 4044 to the extent of the sufficiency of such assets. The
assets of the Plan  attributable to benefits  accrued under the Prior Plan shall
be allocated, to the extent necessary, in accordance with any applicable special
schedule of benefits  maintained  pursuant to the  requirements  of Code Section
414(l) in connection  with the merger of the Prior Plan into this Plan, and such
schedule of benefits also shall be operated,  as needed,  in accordance with the
requirements of Code Section 414(l) and regulations thereunder.  Such assets, as
allocated,  will be fully vested and will be distributed in accordance  with the
applicable  provisions of the Plan. If a partial termination of the Plan occurs,
the  Participants  affected  by such  partial  termination,  shall be treated as
though the Plan had  terminated  with respect to their vested rights and benefit
distribution  rights;  provided,  however,  that the Plan  shall  continue  with
respect to all other Participants.

Section 18.04 Notice of Amendment, Termination, or Partial Termination. Affected
Participants and other persons will be notified of any material amendment to the
Plan and of the termination of the Plan, as required by law.

ARTICLE XIX

                            MISCELLANEOUS PROVISIONS

Section 19.01 Rights to Trust Assets.  Upon  termination of his  employment,  no
Employee, Participant or Limited Participant, and no Beneficiary (in the case of
a Participant's death) will have any right to, or interest in, any assets of the
Trust Fund other than the benefits  specifically accrued by or on behalf of such
a Participant,  and then only to the extent such benefits are payable out of the
available  assets of the Trust Fund under the terms of the Plan to such  person.
Payment of all benefits  under the Plan will be made solely out of the assets of
the Trust Fund, and neither the Employer,  any Affiliated Employer, nor the Plan
Administrator  will be  personally  liable for any loss of assets or decrease in
value due to adverse investment experience of the Trust Fund.

Section  19.02  Nonforfeitability  of  Benefits.  Subject  only to the  specific
provisions of this Plan,  nothing will be deemed to divest a Participant  of his
right to the  nonforfeitable  benefit to which he becomes entitled in accordance
with the provisions of this Plan.

Section 19.03 Use of Electronic  Media.  Notwithstanding  any other provision of
the  Plan,  including  any  provision  which  requires  the  use  of  a  written
instrument,  to the extent  permitted  by  applicable  law,  the  Committee  may
establish  procedures  for the use of  electronic  media in  communications  and
transactions   between  the  Plan  or  the   Committee  and   Participants   and
Beneficiaries. Electronic media may include, but are not limited to, e-mail, the
Internet, intranet systems and automated telephonic response systems.

Section  19.04  Word  Usage.  Words  used in the  masculine  shall  apply to the
feminine where  applicable and,  wherever the context of the Plan dictates,  the
plural shall be read as the singular and the singular as the plural.

      IN WITNESS  WHEREOF,  this Plan,  having been first duly adopted is hereby
executed below by the duly authorized  officers of the Employer on this 13th day
of December, 2000, to be effective as of January 1, 1997.

                                    GALILEO INTERNATIONAL, L.L.C.
                                    By: /s/ Lyn Bulman
                                    Its:  Senior Vice President


<PAGE>



                                   APPENDIX A

      The following entities shall be considered  Affiliated Employers as of the
"Acquisition  Date,"  which  shall  mean  the date  set  forth  in that  certain
agreement  or  agreements  which  govern the terms of the  purchase  and sale of
assets  and/or stock by or between each  separate  entity listed below and Covia
Partnership,  Galileo International Partnership, or the Company, as the case may
be:

1. TS2000 shall be considered an Affiliated Employer as of the Acquisition Date.
Persons who were employed by TS2000 as of the Acquisition Date shall be credited
with Years of Service,  if any, for purposes of  eligibility  and vesting  only,
from the date specified in the applicable agreement;

2.  Travel  Master  shall  be  considered  an  Affiliated  Employer  as  of  the
Acquisition  Date.  Persons  who  were  employed  by  Travel  Master  as of  the
Acquisition  Date shall be credited with Years of Service,  if any, for purposes
of  eligibility  and vesting  only,  from the date  specified in the  applicable
agreement;

3. Ritz Carlton shall be considered an Affiliated Employer as of the Acquisition
Date. Persons who were employed by Ritz Carlton as of the Acquisition Date shall
be credited  with Years of Service,  if any,  for  purposes of  eligibility  and
vesting only, from the date specified in the applicable agreement;

4.  Flight  Safety  shall  be  considered  an  Affiliated  Employer  as  of  the
Acquisition  Date.  Persons  who  were  employed  by  Flight  Safety  as of  the
Acquisition  Date shall be credited with Years of Service,  if any, for purposes
of  eligibility  and vesting  only,  from the date  specified in the  applicable
agreement;

5. Trip.com  shall be considered  an Affiliated  Employer as of the  Acquisition
Date.  Persons who were employed by Trip.com as of the Acquisition Date shall be
credited with Years of Service,  if any, for purposes of eligibility and vesting
only, from the date specified in the applicable agreement;

6. For purposes of determining  eligibility and vesting service under this Plan,
United Air Lines shall be considered an Affiliated Employer from the Acquisition
Date until the date of the closing of the Covia Reorganization.  An Employee who
transfers  employment  from the  Employer to United Air Lines on the date of the
closing  of the Covia  Reorganization,  or any other date of  transfer  which is
determined by the Committee to be resulting from the Covia Reorganization, shall
be  considered a Limited  Participant.  Any other  Employee who  terminates  his
employment and who is subsequently  employed by United Air Lines shall be deemed
to have  separated from service with all Employers and shall not be considered a
Limited Participant for any purpose under the Plan.

7. Effective  January 1, 2001,  Quantitude,  Inc.  ("Quantitude") is an Employer
under the Plan,  but solely with  respect to each of its  Employees  who (A) was
designated by Galileo in October,  2000, as an employee who would participate in
the  formation  of  Quantitude  and  effective  January  1,  2001,   transferred
employment  from another  Employer to  Quantitude  incident to the  formation of
Quantitude  and (B) has,  as of January 1, 2001,  attained  age 40 with at least
five Years of Vesting Service (a "Covered Quantitude  Employee").  Each Employee
of Quantitude who is a Participant but who is not a Covered Quantitude  Employee
shall be a Limited Participant, and, with respect to each such non-participating
Employee, Quantitude shall be considered an Affiliated Employer. Any Employee of
Quantitude  who is not a Covered  Quantitude  Employee  shall not be eligible to
participate in the Plan.


<PAGE>




                                   APPENDIX B


<PAGE>

















                         GALILEO INTERNATIONAL EMPLOYEES

                                  PENSION PLAN

             (As Amended and Restated Effective January 1, 1997)


<PAGE>



                                TABLE OF CONTENTS

                                                                            PAGE

  ARTICLE I INTRODUCTION.....................................................1
  Section 1.01 Amendment and Restatement.....................................1
  Section 1.02 History and Purpose...........................................1
  Section 1.03 Applicability.................................................1

  ARTICLE II DEFINITIONS AND CONSTRUCTION....................................2
  Section 2.01 Accrued Benefit...............................................2
  Section 2.02 Actuarial Equivalent..........................................2
  Section 2.03 Actuarial Equivalent Value....................................2
  Section 2.04 Affiliated Employer...........................................2
  Section 2.05 Annuity Starting Date.........................................3
  Section 2.06 Apollo Plan...................................................3
  Section 2.07 Applicable Interest Rate......................................3
  Section 2.08 Applicable Mortality Table....................................3
  Section 2.09 Authorized Leave of Absence...................................3
  Section 2.10 Beneficiary...................................................3
  Section 2.11 Benefit Service...............................................4
  Section 2.12 Code..........................................................4
  Section 2.13 Committee or Plan Administrator...............................4
  Section 2.14 Compensation..................................................4
  Section 2.15 Covia Reorganization..........................................5
  Section 2.16 Disability; Disabled..........................................6
  Section 2.17 Disability Retirement Date....................................6
  Section 2.18 Early Retirement Date.........................................6
  Section 2.19 Effective Date................................................6
  Section 2.20 Eligible Employee.............................................6
  Section 2.21 Employee......................................................7
  Section 2.22 Employer......................................................7
  Section 2.23 Employment Date...............................................7
  Section 2.24 Entry Date....................................................7
  Section 2.25 ERISA.........................................................7
  Section 2.26 Fiduciaries...................................................7
  Section 2.27 Final Average Compensation....................................7
  Section 2.28 Forfeiture....................................................8
  Section 2.29 Full-Time Employee............................................8
  Section 2.30 Galileo International.........................................8
  Section 2.31 Hour of Service...............................................8
  Section 2.32 Late Retirement Date..........................................8
  Section 2.33 Limited Participant...........................................8
  Section 2.34 Managers......................................................9
  Section 2.35 Months of Service.............................................9
  Section 2.36 Normal Retirement Age........................................10
  Section 2.37 Normal Retirement Date.......................................10
  Section 2.38 One Year Period of Severance.................................10
  Section 2.39 Participant..................................................10
  Section 2.40 Part-Time Employee...........................................10
  Section 2.41 Period of Severance..........................................10
  Section 2.42 Plan.........................................................11
  Section 2.43 Plan Year....................................................11
  Section 2.44 Pre-Retirement Survivor Benefit..............................11
  Section 2.45 Prior Plan...................................................11
  Section 2.46 Qualified Domestic Relations Order...........................11
  Section 2.47 Qualified Joint and Survivor Annuity.........................11
  Section 2.48 Reemployment Date............................................11
  Section 2.49 Retired Participant..........................................11
  Section 2.50 Severance from Service Date..................................12
  Section 2.51 Single Life Annuity..........................................12
  Section 2.52 Spousal Consent..............................................12
  Section 2.53 Spouse.......................................................12
  Section 2.54 Trust........................................................12
  Section 2.55 UA Covered Employment........................................12
  Section 2.56 UA Prior Plan................................................13
  Section 2.57 UA Prior Plan Benefits.......................................13
  Section 2.58 Vesting Service..............................................13
  Section 2.59 Year of Service..............................................13

  ARTICLE III ELIGIBILITY, PARTICIPATION AND SERVICE........................14
  Section 3.01 Eligibility..................................................14
  Section 3.02 Participation and Service Credits Upon Reemployment..........14
  Section 3.03 Participation Upon Reemployment After Retirement.............15
  Section 3.04 Limited Participation - Employment Transfers.................16
  Section 3.05 Participation in Prior Plans.................................16
  Section 3.06 Participation Not Affected by Qualified Military Service.....16
  Section 3.07 Participation Not a Contract of Employment...................17

  ARTICLE IV EMPLOYMENT WITH UNITED AIR LINES...............................17
  Section 4.01 Employment With United Airlines Credited for Participants in
  Prior Plan.  17

  ARTICLE V EMPLOYER CONTRIBUTIONS..........................................17
  Section 5.01 Employer Contributions.......................................17
  Section 5.02 Participant Contributions....................................18
  Section 5.03 Rollover, Transfer Contributions.............................18
  Section 5.04 Prior Plan Accrued Benefit...................................18
  Section 5.05 Apollo Plan Accrued Benefit..................................18
  Section 5.06 Return of Employer Contributions.............................18
  Section 5.07 Investment and Valuation of Trust Assets.....................19

  ARTICLE VI NORMAL RETIREMENT BENEFIT......................................19
  Section 6.01 Eligibility..................................................19
  Section 6.02 Normal Retirement Benefit....................................19
  Section 6.03 Commencement of Normal Retirement Benefits...................20
  Section 6.04 UA Prior Plan Benefits.......................................20

  ARTICLE VII EARLY RETIREMENT BENEFIT......................................20
  Section 7.01 Eligibility..................................................20
  Section 7.02 Early Retirement Benefit.....................................20
  Section 7.03 Commencement of Payments as of Early Retirement Date.........21
  Section 7.04 Commencement of Payments as of Normal Retirement Date........21
  Section 7.05 UA Prior Plan Benefits.......................................22

  ARTICLE VIII LATE RETIREMENT DATE.........................................22
  Section 8.01 Eligibility..................................................22
  Section 8.02 Late Retirement Benefit......................................22
  Section 8.03 Commencement of Payment of Late Retirement Benefit...........22
  Section 8.04 UA Prior Plan Benefits.......................................22

  ARTICLE IX DISABILITY RETIREMENT DATE.....................................22
  Section 9.01 Eligibility..................................................22
  Section 9.02 Disability Retirement Benefit................................23
  Section 9.03 Commencement of Payments of Disability Retirement Benefit....23
  Section 9.04 UA Prior Plan Benefits.......................................23

  ARTICLE X DEFERRED VESTED BENEFITS........................................23
  Section

  10.01...................................................Eligibility.24
  Section 10.02.......................................Deferred Vested
  Benefit.24

  Section 10.03............Commencement of Payment of Deferred Vested
  Benefit.24

  Section 10.04........................................UA Prior Plan
  Benefits.24

  Section 10.05.........Severance From Service Prior to Completing Five Years
               of Vesting Service...........................................24
  Section 10.06.....................Deferred Vested Benefits Under Prior
  Plan.24

  Section 10.07....................Deferred Vested Benefits Under Apollo
  Plan.25

  ARTICLE XI REEMPLOYMENT AFTER RETIREMENT..................................25
  Section 11.01.................................Participation Upon
  Retirement.25

  Section 11.02......................Suspension of Benefits Upon
  Reemployment.25

  ARTICLE XII PAYMENT OF RETIREMENT INCOME
  AND VESTED TERMINATION BENEFITS...........................................26
  Section 12.01......................................Application for
  Benefits.26

  Section 12.02...................Payment of Retirement Income in Normal
  Form.26

  Section 12.03........Election to Waive Qualified Joint and Survivor
  Annuity.27

  Section 12.04..........................Election of Optional Form of
  Payment.27

  Section 12.05.....................................Optional Forms of
  Payment.28

  Section 12.06.......................Revocation of Optional Forms of
  Payment.29

  Section 12.07................Payment of Deferred Vested Termination
  Benefit.29

  Section 12.08.................................................Small
  Amounts.29

  Section 12.09.........Payments to Minors and Other Persons under
  Disability.30

  Section 12.10.....................Benefits May Not Be Assigned or
  Alienated.30

  Section 12.11.............Commencement of Benefits, Required Beginning
  Date.31

  Section 12.12...Optional Direct Transfer of Eligible Rollover
  Distributions.31

  ARTICLE XIII PRE-RETIREMENT SURVIVOR BENEFIT..............................32
  Section

  13.01...................................................Eligibility.32
  Section 13.02...............................Pre-Retirement Survivor
  Benefit.33

  Section 13.03....................Payment of Pre-Retirement Survivor
  Benefit.33

  ARTICLE XIV DESIGNATION OF BENEFICIARY....................................33

  ARTICLE XV LIMITATION ON BENEFITS.........................................34
  Section 15.01..............................................Maximum
  Benefits.34

  Section 15.02........Maximum Benefits - Multiple Plans Covering

  Participant.35

  Section 15.03.............................................Early
  Termination.35

  ARTICLE XVI TOP HEAVY PROVISIONS..........................................37
  Section 16.01............................................Purpose and
  Effect.37

  Section 16.02................................................Top-Heavy
  Plan.37

  Section 16.03..................................................Key
  Employee.38

  Section 16.04...............................................Minimum
  Vesting.38

  Section 16.05...............................................Minimum
  Benefit.39

  Section 16.06....................................Required Aggregation
  Group.39

  Section 16.07....................Adjustment of Combined Benefit
  Limitations.39

  ARTICLE XVII COMMITTEE AND PLAN ADMINISTRATION............................39
  Section 17.01......................................Membership and
  Authority.39

  Section 17.02.......................................Delegation by
  Committee.40

  Section 17.03.................................................Uniform
  Rules.41

  Section 17.04......................Information to be Furnished to
  Committee.41

  Section 17.05....................................Committee's Decision
  Final.41

  Section 17.06................................Exercise of Committee's
  Duties.41

  Section 17.07.....................................Remuneration and
  Expenses.41

  Section 17.08....................Resignation or Removal of Committee
  Member.42

  Section 17.09....................Appointment of Successor Committee
  Members.42

  Section 17.10...........................................Records and
  Reports.42

  Section

  17.11...............................................Indemnification.42
  Section 17.12..............................................Claims
  Procedure.42

  ARTICLE XVIII AMENDMENT AND TERMINATION...................................43
  Section 18.01........................................Amendment;
  Termination.43

  Section 18.02.....Merger and Consolidation of Plan, Transfer of Plan
  Assets.44

  Section 18.03...........Distribution on Termination and Partial
  Termination.44

  Section 18.04......Notice of Amendment, Termination, or Partial
  Termination.44

  ARTICLE XIX MISCELLANEOUS PROVISIONS......................................44
  Section 19.01........................................Rights to Trust
  Assets.44

  Section 19.02.................................Nonforfeitability of
  Benefits.45

  Section 19.03.......................................Use of Electronic
  Media.45

  Section 19.04....................................................Word
  Usage.45




<PAGE>


EXHIBIT 10.37



CH: 1105532.8


                              GALILEO INTERNATIONAL

                            FLEXTRACK CAFETERIA PLAN

           (As Amended and Restated Effective as of January 1, 2000)

























<PAGE>

CH: 1105532.8
                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.PURPOSE OF PLAN....................................................1
      1.1.  Purpose..........................................................1

ARTICLE II.DEFINITIONS.......................................................1

ARTICLE III.PARTICIPATION....................................................4
      3.1.  Enrollment.......................................................4
      3.2.  Reenrollment.....................................................5
      3.3.  Enrollment Form..................................................5
      3.4.  Change of Election...............................................5
      3.5.  Deemed Elections.................................................6
      3.6.  Termination of Participation.....................................7

ARTICLE IV.BENEFITS AND CONTRIBUTIONS........................................8
      4.1.  Benefit Options for Elective Contributions and Flex Dollars......8
      4.2.  After-Tax Benefit Options........................................8
      4.3.  Description of Reimbursement of Health Care Expenses.............8
      4.4.  Description of Benefits Other Than Cash..........................9
      4.5.  Source of Payments...............................................9
      4.6.  Flex Dollar Contributions........................................9
      4.7.  Elective Contributions...........................................9
      4.8.  Participant Accounts.............................................9
      4.9.  Forfeitures.....................................................10
      4.10. Component Plan Benefits Incorporated by Reference...............10
      4.11. Liability for Component Plan Benefits...........................10
      4.12. Coordination of Benefits........................................11

ARTICLE V.  PLAN FINANCING..................................................11
      5.1.  Funding Policy..................................................11
      5.2.  Employer Contributions..........................................11
      5.3.  Participant Contributions.......................................12
      5.4.  Order of Use of Contributions...................................12

ARTICLE VI.ADMINISTRATION, AMENDMENTS AND TERMINATION.......................12
      6.1.  Authority and Responsibility of the Company.....................12
      6.2.  EPAC Appointment and Duties.....................................12
      6.3.  Administrator Appointment and Removal...........................12
      6.4.  Structure.......................................................13
      6.5.  Administrator Actions...........................................13
      6.6.  Administrator Duties............................................13
      6.7.  Allocations and Delegations of Responsibility...................14
      6.8.  Claims Administrator's Powers and Duties with Respect to the
            Plan............................................................15
      6.9.  Administrator Bonding and Expenses..............................15
      6.10. Forms...........................................................15
      6.11. Examination of Documents........................................15
      6.12. Claims Procedure................................................15

ARTICLE VII.AMENDMENT AND TERMINATION.......................................16
      7.1.  Discontinuance of Contributions.................................16
      7.2.  Amendments and Termination......................................17
      7.3.  Surplus Assets After Plan Termination...........................17

ARTICLE VIII.GENERAL PROVISIONS.............................................17
      8.1.  Employment Rights...............................................17
      8.2.  Nonalienation of Benefits.......................................17
      8.3.  Plan Document...................................................17
      8.4.  Participation by Affiliated Employers...........................17
      8.5.  No Additional Rights............................................17
      8.6.  Representations.................................................18
      8.7.  Masculine and Feminine, Singular and Plural.....................18
      8.8.  Severability....................................................18
      8.9.  Governing Law...................................................18
      8.10. Facility of Payment.............................................18
      8.11. Correction of Errors............................................18
      8.12. Nondiscrimination Rules.........................................18
      8.13. Employer Successor..............................................18
      8.14. Indemnification.................................................19
      8.15. Subrogation and Repayment.......................................19
      8.16. Effect on Workers' Compensation.................................19

APPENDIX IADOPTING ENTITIES.................................................21

APPENDIX IICOMPONENT DOCUMENTS..............................................22



<PAGE>

                                       iii

CH: 1105532.8


<PAGE>

CH: 1105532.8

                              GALILEO INTERNATIONAL

                            FLEXTRACK CAFETERIA PLAN

           (As Amended and Restated Effective as of January 1, 2000)

      Galileo  International  LLC hereby  amends  and  completely  restates  the
Galileo International FlexTrack Cafeteria Plan effective as of January 1, 2000.

                                   ARTICLE I.

                                 PURPOSE OF PLAN

      I.1. Purpose.  The purpose of this Plan is to give eligible  employees the
choice of reducing their cash  compensation  in order to receive certain health,
dental, vision,  long-term disability,  short-term  disability,  life insurance,
dependent  care  assistance,  and  prepaid  legal  service  benefits.  It is the
intention of the Company that the Plan qualify as a "cafeteria  plan" within the
meaning of Section 125 of the Code and as a "self-insured  medical reimbursement
plan" under Section 105(h) of the Code.

                                   ARTICLE II.

                                   DEFINITIONS

      As used herein,  the  following  words and phrases will have the following
meanings respectively, unless the context otherwise requires:

      II.1. "Administrator" means the Company or any other individuals,
committees or entities that may be appointed from time to time by the
Company to administer the Plan.

      II.2. "After-tax Contribution" means the amount that a Covered
Person elects to contribute to the Plan on an after-tax basis

      II.3.  "Benefit" means (a) "Component Plan Benefits" including the welfare
benefits  described in and payable in accordance with a Component Document under
the Plan,  and (b) (i) cash,  (ii) pre-tax  coverage  under the Medical Plan and
Dental Plan,  and (iii)  reimbursement  of  Dependent  Care  Expenses  under the
Dependent Care Plan and/or reimbursement of Health Care Expenses under the Plan.

<PAGE>

                                       22

CH: 1105532.8
      II.4. "Change in Family Status" means (a) a change related to the exercise
of a "special  enrollment  right"  under the Health  Insurance  Portability  and
Accountability  Act of 1996; (b) an event that changes a  Participant's  marital
status  (including  marriage,  death of a spouse,  divorce,  legal separation or
annulment);  (c) an event that changes the number of a Participant's  dependents
(as defined in Code Section 152 and, for purposes of the Dependent  Care Plan, a
qualifying  individual,  as defined in Code Section 21(b)(1) with respect to the
Participant) (including birth, adoption, placement for adoption or death); (d) a
termination  or  commencement  of  employment  of the  Participant,  spouse or a
dependent;  (e) a reduction  or increase in hours of  employment  by the Covered
Person (including a switch between part-time and full-time,  a strike or lockout
or  commencement  or return from an unpaid leave of absence);  (f) an event that
causes a Participant's dependent to satisfy or cease to satisfy the requirements
for  coverage  under an  accident or health  plan;  (g) a change in the place of
residence  or work of the  Covered  Person;(h)  a  change  required  in order to
implement the terms of any judgment,  decree or order  resulting from a divorce,
legal  separation,  annulment or change in legal custody  (including a qualified
medical child support  order);  (i) the  eligibility or loss of eligibility of a
Covered  Person for Medicare or Medicaid  benefits;  or (j) any other event that
will permit a change in a Participant's  election under the Plan consistent with
the  regulations,  rulings  or other  guidance  issued by the  Internal  Revenue
Service under Code Section 125, as determined by the Administrator.

      II.5. "Claims Administrator" means the entity or entities designated
by the Administrator from time to time to process claims under the Medical
and Dental Plans.

      II.6. "Code" means the Internal Revenue Code of 1986, as amended.

      II.7. "Company" means Galileo International LLC and any of its
successors (unless such successors elect not to adopt the Plan).

      II.8.  "Component Document" means (a) a written document identified in any
of the  Appendices  and  incorporated  herein by reference,  including,  without
limitation,  any insurance,  administrative  services only, claims service only,
third  party   administration,   preferred  provider,   and  health  maintenance
organization  ("HMO")  contracts,  or (b) any other written  document adopted or
approved  by the  Employer  from  time to  time  for the  purpose  of  providing
Component Plan Benefits to Covered  Persons,  including  without  limitation the
Component Documents listed in Appendix II.

      II.9. "Covered Person" means any Participant or Dependent or other
person who is eligible for coverage under the Plan.

      II.10.      "Dental Plan" means a Component Document providing for
dental benefits.



<PAGE>

      II.11.  "Dependent"  means a  Participant's  dependent who is eligible for
coverage as a dependent  under any  Component  Document  under the Plan,  except
that, unless otherwise specified in a Component Document,  a Dependent means (a)
a  Participant's  spouse,  as  determined  under  applicable  state  law  and as
evidenced in such manner as the Administrator may require in its discretion, (b)
any unmarried  child of a Participant  who is disabled  (regardless  of age), or
under age 19 and dependent entirely on the Participant for support, or under age
23  and a  full-time  student  at an  approved  school  (as  determined  by  the
Administrator)  and dependent  entirely on the Participant for support,  and the
term "child" shall include any legally adopted (or child with respect to whom an
adoption  by the  participant  is  pending)  who  resides  in the  Participant's
household,  any step-child  (including children of an eligible Domestic Partner)
who resides in the Participant's  household,  any child with respect to whom the
Participant  is legal  guardian and legally  responsible  for providing  medical
coverage,  or any  child  for  which a  divorce  decree  or  other  court  order
(excluding a temporary  custody order)  requires the Employee to maintain health
coverage  on behalf of that child,  and (c) solely  with  respect to the Medical
Plan, a Domestic Partner. Notwithstanding the foregoing, for the purposes of the
Health Care Spending  Account,  a "Dependent" shall be defined as in Section 152
of the Code.

      II.12.      "Dependent Care Expenses" has the meaning specified in
Section 2.1 of the Dependent Care Plan.

      II.13.      "Dependent Care Plan" means the Galileo International
LLC Dependent Care Plan, as amended from time to time.

      II.14.  "Dependent Care Spending Account" means the account  maintained by
the  Administrator  in accordance with Section 4.7 for each  Participant who has
elected to receive reimbursement of Dependent Care Expenses.

      II.15. "Domestic Partner" means a person who, for a period of at least one
year,  (a)  has  resided  in the  Participant's  household,  and  (b)  has  been
financially   interdependent   with  the  Participant,   as  determined  by  the
Administrator  in  its  discretion  and  as  evidenced  in  such  manner  as the
Administrator may in its discretion require.

      II.16.      "Elective Contributions" means the amount of cash
compensation a Participant elects, pursuant to Sections 3.3 and 4.6, to
forego on a pre-tax basis in exchange for Benefits under the Plan.

      II.17.  "Eligible  Employee"  means any  person  who is  classified  by an
Employer  as a  regular  full-time  or  part-time  common  law  employee  of the
Employer.  A part-time employee for this purpose is an Employee who is scheduled
by the Employer to work at least 20 hours per week.  The term Eligible  Employee
does  not  include  any (a)  temporary  employee,  (b)  seasonal  employee,  (c)
nonresident  alien,  (d) employee covered by a collective  bargaining  agreement
where  pre-tax  welfare  plan  benefits  were  not the  subject  of  good  faith
bargaining,  which does not provide for  participation  in the Plan, (e) "leased
employee,"  or (f) person  during the period  that the person was  treated by an
Employer as an independent  contractor  for federal tax purposes,  regardless of
whether such person is subsequently  reclassified  as a common-law  employee for
such period.

      II.18.      "Employer" means the Company and any other entity that,
with the Company's approval, adopts the Plan.  Such adopting Employers are
listed on Appendix I attached hereto.

      II.19. "Employer  Contributions" means Flex Dollars and any other payments
made from time to time by an Employer,  to an insurance company or to the Trust,
or as otherwise provided by a Component Document or the Plan.

      II.20.      "Flex Dollars" means the contribution made to the Plan
by the Employer on behalf of a Participant each pay period for purposes of
the Participant's election pursuant to Section 3.3.  As of January 1,
2000, each of the Company and Quantitude, Inc. contribute Flex Dollars on
behalf of the Participants which are its Employees.



<PAGE>

      II.21.  "Health Care  Expenses"  means health care  expenses  that are (a)
deductible under Section 213 of the Code; (b) incurred by the  Participant,  his
spouse and dependents (as defined in the Medical or Dental Plan) during the Plan
Year in which  contributions  were  credited  to the  Participant's  Health Care
Spending  Account;  (c)  not  incurred  prior  to  the  date  the  Participant's
participation in the Plan commenced,  or after the date his participation in the
Plan ceased under Section 3.5; (d) not  reimbursed by the Medical or Dental Plan
or any other source;  and (e) that are not premium  payments for coverage  under
any other health coverage.

      II.22.  "Health Care Spending Account" means the account maintained by the
Administrator  in accordance with Sections 4.2 and 4.7 for each  Participant who
has elected to receive reimbursement of Health Care Expenses.

      II.23. "Life Insurance Plan" means a Component Document providing for life
insurance benefits, including basic life insurance,  optional life insurance and
dependent life insurance.

      II.24.      "Long-Term Disability Plan" means a Component Document
providing for long-term disability benefits.

      II.25.  "Medical Plan" means any Component Document providing for medical,
hospitalization,  vision  and/or  prescription  drug  benefits,  including  such
benefits  provided by any health  maintenance  organizations  ("HMO") or similar
organization.

      II.26.      "Participant" means any Eligible Employee who has
elected to participate in the Plan in accordance with Article III and
whose participation has not terminated.

      II.27.      "Participant Contributions" means Elective Contributions
and After-tax Contributions.

      II.28.      "Plan" means the Galileo International FlexTrack
Cafeteria Plan, as amended from time to time.

      II.29.      "Plan Year" means the calendar year.

      II.30.      "Short-Term Disability Plan" means a Component Document
providing for short-term disability benefits.


                                  ARTICLE III.

                                  PARTICIPATION

      III.1.      Enrollment.  An Eligible Employee may elect to become a
                  ----------
Participant  in the  Plan by  completing  an  enrollment  form  provided  by the
Administrator  and  returning it to the  Administrator  in  accordance  with the
following procedures:

            (a) In order to  participate  in the Plan during a  particular  Plan
      Year, an Eligible  Employee must complete an enrollment form and return it
      to the  Administrator  during the open enrollment  period specified by the
      Administrator,  which  period will end prior to the first day of such Plan
      Year.  A  Participant's  election of Benefits  will be effective as of the
      first day of the Plan Year for which the election is made.

<PAGE>

            (b) If a person becomes an Eligible  Employee during a Plan Year, he
      may  become a  Participant  in the Plan for the  balance  of the Plan Year
      effective as of the date that the Eligible  Employee is actively  employed
      by the Employer  ("Employment Date"), by completing an enrollment form and
      returning it to the Administrator  within 30 days of such Employment Date.
      An Eligible  Employee who is not actively employed on such Employment Date
      shall become  eligible to participate in the Plan on the date on which his
      active  employment  commences.  An Eligible  Employee's  authorization  of
      Participant  Contributions  and Flex Dollars to the Plan will be effective
      as of the first day of the pay period  commencing at least [10] days after
      the date of enrollment.

            (c) Notwithstanding  any provision of the Plan to the contrary,  any
      employee  or  former   employee  of  an  Employer   who  makes   After-tax
      Contributions  with  respect to coverage  under any Medical or Dental Plan
      shall be deemed to be a  Participant  in the Plan  solely for  purposes of
      making such  contributions  and receiving  coverage  under such Medical or
      Dental Plan. In addition,  such After-tax Contributions shall be deemed to
      be contributed to the Plan before such  contributions  are  contributed to
      the Medical or Dental Plan.

            (d) Notwithstanding anything to the contrary contained in this Plan,
      an Eligible  Employee or Dependent  will not be eligible to participate in
      this Plan for the purpose of receiving a particular  Benefit  prior to the
      date  on  which  he  has  satisfied  the  eligibility  and   participation
      requirements of the particular Component Document under which such Benefit
      is provided.

      III.2.      Reenrollment.  Notwithstanding any provision of the
                  ------------
Plan,  lifetime maximum amounts,  deductibles,  out-of-pocket  amounts and other
similar  limitations  and costs shall be cumulative  with respect to any Covered
Person who reenrolls in the Plan.

      III.3. Enrollment Form. On the enrollment form, the Eligible Employee will
designate the type and amount of Benefit(s) such Employee desires to receive for
the Plan Year and the dollar amount of his  Participant  Contributions  and Flex
Dollars  to be  allocated  to each such  item.  For  purposes  of the  preceding
sentence,  a Participant's  designation of Elective  Contributions to be made to
his Dependent Care Spending  Account and Health Care Spending Account must be at
least $20 per calendar month.

            (a) If the amount of an  Eligible  Employee's  Flex  Dollars for the
      PlanYear  exceeds  the cost of the Medical  Plan or Dental  Plan  Benefits
      designated,  the  Eligible  Employee  will  designate  the amounts that he
      desires to allocate to his Health Care  Spending  Account (if any) and his
      Dependent  Care Spending  Account (if any) and shall receive any remainder
      in cash.

            (b) If the amount of an  Eligible  Employee's  Flex  Dollars for the
      Plan Year is  smaller  than the cost of the  Medical  Plan or Dental  Plan
      Benefits he has designated, and the amounts that he desires to allocate to
      his Health Care Spending Account and his Dependent Care Spending  Account,
      he will  elect  to  reduce  his  compensation  by an  amount  equal to the
      difference  between his Flex Dollars and the sum of (i) his  allocation to
      his Health Care Spending  Account and Dependent Care Spending  Account and
      (ii)  the  cost of the  Medical  Plan  and  Dental  Plan  Benefits  he has
      designated.

<PAGE>

      III.4.      Change of Election.
                  ------------------

            (a) During open  enrollment,  a Participant  may change his election
      for the next Plan Year by completing a new  enrollment  form and returning
      it to the  Administrator  prior  to  the  beginning  of  such  Plan  Year;
      provided,  however,  such  change  is  permitted  under  the  terms of the
      Component  Documents and the  Participant  has satisfied any  requirements
      under such Documents. A Participant's change in election will be effective
      in accordance with rules established by the Administrator,  but in no even
      later than as of the first day of the Plan Year for which the election was
      made.  Once the Plan Year has commenced,  the election is irrevocable  and
      the  Participant  will not be permitted to make any change in his election
      for that Plan Year,  except as permitted under  Subsections (b) and (c) of
      this Section.

            (b) Once a given Plan Year has commenced,  a Participant  may change
      his election of Benefits and  authorization  of Participant  Contributions
      and Flex Dollars if (i) the change is on account of and consistent  with a
      Change in Family Status;  (ii) the change is permitted  under the terms of
      the particular  Component Document to which the change applies;  and (iii)
      the Participant  reports the event to the  Administrator,  the Employer or
      the Employee  Benefits  Department  within 30 days after the occurrence of
      the event. If a Participant makes the Change in Family Status notification
      within such 30 days,  his change in Benefits  shall be effective as of the
      date of the  Change  in  Family  Status  and  his  change  in  Participant
      Contributions  will be  effective  as of the first  day of the pay  period
      commencing at least [10] days following such notification.

            (c) Once a given Plan Year has commenced, to the extent permitted by
      the  Administrator,  a Participant may change his election of Benefits and
      authorization  of Participant  Contributions  and Flex Dollars if: (i) the
      Covered Person subject to the Participant's  election becomes eligible for
      continuation  coverage  under the Medical  Plan (but only to increase  the
      amount of his  Participant  Contributions  and/or Flex Dollars in order to
      pay for the continuation coverage); (ii) the election change is on account
      of and corresponds  with a Change in Family Status that affects  Dependent
      Care Expenses  (including  employment-related  expenses as defined in Code
      Section  21(b)(2));  (iii) the cost of the  Medical  Plan,  Dental Plan or
      Dependent Care Plan significantly  increases  (excluding,  with respect to
      the Dependent Care Plan, cost changes imposed by a dependent care provider
      who is a relative of the  Participant);  (iv)  coverage  under the Medical
      Plan,  Dental Plan or Dependent  Care Plan is  significantly  curtailed or
      ceases;  (v) the Medical Plan,  Dental Plan or Dependent  Care Plan adds a
      new benefit  package  option or other  coverage  option (or  eliminates an
      existing  benefits  package  option or other coverage  option);  or (vi) a
      change is made under the plan of the Dependent's employer if the cafeteria
      plan or  qualified  benefits  plan  of the  Dependent's  employer  permits
      participants  to make an election change that would be permitted under the
      applicable  Treasury  Regulations  or the Plan permits the  Participant to
      make an  election  for a period of  coverage  that is  different  from the
      period of coverage under the cafeteria plan or qualified  benefits plan of
      the Dependent's employer.

<PAGE>

      III.5.  Deemed  Elections.  If any Participant fails to submit a completed
enrollment form during an open  enrollment  period,  or a new Eligible  Employee
fails to return an enrollment  form in accordance with the provisions of Section
3.1(b), he will be deemed to have elected to pay his premiums (if any) under any
Medical Plan and/or Dental Plan on a pre-tax basis with Elective  Contributions,
as reduced (but to not less than zero) by available  Flex  Dollars,  and to have
elected no reimbursement of Dependent Care Expenses or Health Care Expenses. Any
Participant  who is covered by a Medical Plan or a Dental Plan will be deemed to
have elected to pay premiums  thereunder on a pre-tax basis, and any Participant
who  specifically  declines  such payment on a pre-tax  basis shall be deemed to
have  declined  coverage  under the  Medical  Plan and  Dental  Plan and to have
elected to receive the balance of his Flex Dollars in cash.

      III.6.      Termination of Participation.
                  ----------------------------

            (a) Termination of  Participation.  Participation in this Plan shall
      terminate as provided in Section 7.2 or any applicable Component Document,
      but in any event with respect to any Benefit when a  Participant  fails to
      make any required  contributions  relating to such Benefit under the Plan,
      is no longer eligible for any Benefit  provided under the Plan as provided
      in the applicable Component Document, is no longer an Eligible Employee or
      Dependent, as applicable, or upon the termination of the Plan.

            (b)  Notwithstanding  the  provisions  of (a) above  (and  except as
      provided in the following sentence),  if there is any amount credited to a
      Participant's  Health Care Spending Account at the time of his termination
      of  participation  before  the end of a Plan  Year,  the  Participant  may
      receive reimbursement only for Health Care Expenses incurred prior to such
      termination.  However, a Participant who terminates participation during a
      Plan Year and who has elected to receive the  reimbursement of Health Care
      Expenses  for such Plan Year may elect to continue to  participate  in the
      Plan for the  remainder of such Plan Year solely for purposes of receiving
      reimbursement  for Health Care Expenses  incurred after his termination of
      participation  provided he continues to pay, on an  after-tax  basis,  the
      amount he had elected to contribute  to his Health Care  Spending  Account
      for the Plan Year. Such after-tax premiums are due no less frequently than
      monthly,  in  accordance  with  rules and  procedures  established  by the
      Administrator.

            (c) If, for any Plan Year, a Participant makes an election under the
      Health Care Spending  Account but ceases to participate in the Plan during
      an unpaid  leave of absence  pursuant to the  Employer's  leave of absence
      policies, or any leave of absence pursuant to the Family and Medical Leave
      Act of 1993, the Participant may elect to participate  with respect to his
      Health Care Spending Account for the remainder of such Plan Year following
      the Participant's return to employment after such leave, provided that, in
      the  absence of a Change in Family  Status,  such  Participant's  coverage
      under the Health Care Spending Account for the remainder of such Plan Year
      shall equal the  Participant's  initial election  thereunder for such Plan
      Year,  prorated  for the  period  during  the  leave (if any) for which no
      premiums were paid, and reduced by prior reimbursements.

<PAGE>

            (d)  Notwithstanding  the  provisions of (a) above,  if there is any
      amount credited to a Participant's  Dependent Care Spending Account at the
      time of his  termination of  participation  before the end of a Plan Year,
      the Participant  shall (in accordance with the terms of the Dependent Care
      Plan) be deemed to continue to  participate  in the Plan for the remainder
      of the Plan Year and shall be entitled to receive reimbursement, up to the
      amount of his Dependent Care Spending Account balance,  for Dependent Care
      Expenses  incurred  during  the  Plan  Year  in  which  his  participation
      terminates,  provided that a Participant  who returns to work from a leave
      of  absence  as an  Eligible  Employee  as a result  of a Change in Family
      Status  shall be  permitted to make a new election for such Plan Year upon
      his return.

                                   ARTICLE IV.

                           BENEFITS AND CONTRIBUTIONS

      IV.1.  Benefit Options for Elective  Contributions and Flex Dollars.  Each
Participant may designate on his enrollment form which of the following Benefits
he wishes to  receive  for the Plan Year and the dollar  amount of his  Elective
Contributions and Flex Dollars, if any, to be allocated to each such item:

            (a)   cost of coverage under the Medical Plan;

            (b)   cost of coverage under the Dental Plan;

            (c)   reimbursement of Dependent Care Expenses in accordance
                  with the terms of the Dependent Care Plan;

            (d)   reimbursement of Health Care Expenses as described in
                  Section 4.3;

            (e)   cost of coverage under the accidental death and
            disability coverage;

            (f)   cost of vision coverage; and

            (f)   cash,  in an amount  determined  yearly by the Company,  which
                  will be received in the form of increases in his compensation.

      IV.2.  After-Tax  Benefit Options.  Each Participant may designate on such
enrollment form as the Plan  Administrator  may designate which of the following
Benefits  he wishes to receive  for the Plan Year and the  dollar  amount of his
After-tax Contributions, if any, to be allocated to each such item:

            (a)   cost of coverage under the Long-Term Disability Plan;

            (b)   cost of coverage for any Domestic Partner;

            (c)   cost of coverage for any optional life insurance;

            (d)   cost of prepaid legal services as provided for under the
                       applicable Component Document; and

<PAGE>

            (e)   cash,  in an amount  determined  yearly by the Company,  which
                  will be received in the form of increases in his compensation.

      IV.3. Non-Elective Contributions.  Each Participant shall be covered
            --------------------------
without any  Participant  Contributions  for basic life insurance under the Life
Insurance Plan and under the Short-Term Disability Plan.

      IV.4. Description of Reimbursement of Health Care Expenses.
            ----------------------------------------------------

            (a) Pursuant to the election procedure described in Sections 3.1 and
      3.3,  each  Eligible  Employee may elect to reduce his  compensation  by a
      maximum of $5,000 per Plan Year (the  "Maximum  Amount")  and to have such
      amounts  contributed  to the  Participant's  Health Care Spending  Account
      under the Plan.

            (b) The Administrator shall establish rules and procedures regarding
      the frequency of reimbursements of Health Care Expenses and the proof that
      must be submitted by Participants in order to obtain such  reimbursements.
      The  entire  amount  of  Participant   Contributions,   Flex  Dollars  and
      Forfeitures  the  Participant  has  elected to allocate to his Health Care
      Spending  Account for a Plan Year (less the amount of Health Care Expenses
      previously  reimbursed  for the Plan Year) shall be available at all times
      during the Plan Year for the reimbursement of Health Care Expenses.

      IV.5. Description of Benefits Other Than Cash. A Participant's eligibility
to receive  Component Plan  Benefits,  together with the terms and conditions of
such  Benefits,  are as set forth from time to time in such plans and  policies,
which  are  hereby  incorporated  herein by  reference.  The  termination  of an
optional Benefit  described in Section 4.1 or 4.2 will terminate a Participant's
right to receive such a Benefit under this Plan.

      IV.6.  Source of Payments.  All of the amounts payable under the Plan will
be  paid  by  an  Employer  from  its  general   assets  with  the   Participant
Contributions,  Flex Dollars and Forfeitures,  if any, credited to the Dependent
Care and Health Care Spending  Accounts  established by the Administrator on its
records for the  Participants who elect these Benefits under the Plan for a Plan
Year. No interest or earnings will be credited to the Dependent  Care and Health
Care Spending Accounts. Nothing herein shall be construed to require an Employer
to maintain any fund or segregate any amount for the benefit of any  Participant
and no Participant  or other person shall have any claim  against,  right to, or
security or other interest in, any fund,  account or asset of the Employers from
which any payment under the Plan may be made.

      IV.7. Flex Dollar Contributions.
            -------------------------

            (a)  Subject to the right of the Company to amend or  terminate  the
      Plan,  an  Employer  will  contribute  to  the  Plan  on  behalf  of  each
      Participant  who is an Eligible  Employee of that Employer a dollar amount
      to be determined by the Administrator  prior to the commencement of a Plan
      Year to be the Flex Dollars for each Participant for such Plan Year.

<PAGE>

            (b) Each pay period  during the Plan Year,  the  Administrator  will
      apply a prorata  share of the Flex  Dollars to the cost of  providing  the
      Participant with the Benefits he elected to receive.

      IV.8.  Elective  Contributions.  As provided in Sections 3.1 and 3.3, each
Participant may elect to have a dollar amount contributed by his Employer to the
Plan on his  behalf,  and to have  his  compensation  reduced  each  month  by a
proportionate  share of the  amount  of such  Elective  Contributions.  Elective
Contributions  shall be deducted from a Participant's  compensation  either once
during  the month or each pay period as  determined  by the  Administrator  in a
nondiscriminatory  manner. The Administrator will apply the amounts  contributed
to the Plan to the cost of  providing  the  Participant  with  the  Benefits  he
elected to receive.

      IV.9.  Participant  Accounts.  The Administrator will maintain a Dependent
Care  Spending   Account  for  each  Participant  who  has  elected  to  receive
reimbursement  of Dependent Care Expenses and a Health Care Spending Account for
each  Participant  who has  elected  to  receive  reimbursement  of Health  Care
Expenses.  The Administrator will credit each such Account with Flex Dollars and
the monthly Participant  Contributions the Participant has elected to contribute
for such Benefits and Forfeitures if any will be debited to each such Account in
the amount of the Benefits paid to the Participant as reimbursement of Dependent
Care Expenses and Health Care Expenses, respectively. Participants will be given
a written  statement of the unused  balance of their  Dependent  Care and Health
Care Spending Account, but not more frequently than twice each Plan Year.

      IV.10.      Forfeitures.
                  -----------

             (a)  Any  amounts  credited  to the  Participants'  Dependent  Care
      Spending Accounts and/or Health Care Spending Accounts which remain unused
      by the  Participants  at the  close of the Plan  Year  will be  forfeited;
      provided, however, that amounts contributed during a Plan Year may be used
      to pay claims for  reimbursement  of Dependent Care Expenses and/or Health
      Care  Expenses  incurred  during  such Plan Year that are  received by the
      Administrator  by March 31 of the succeeding Plan Year.  Forfeitures  from
      the  Participants'  Health Care  Spending  Accounts  will be used first to
      reimburse  the Plan for any losses  incurred  by the Plan during such Plan
      Year.  Any remaining  Forfeitures  will be used to pay the  administrative
      expenses of this Plan and the Component Plan Benefits.

            (b)  Any  Benefit  payable  to a  Covered  Person  which  cannot  be
      distributed  (a)  because  of  the  Administrator's   inability,  after  a
      reasonable  search,  to locate such Covered  Person within a period of two
      years after such Benefit becomes payable,  or (b) because any check issued
      to pay  such  Benefit  shall  not have  been  presented  to the  Company's
      financial  institution  for payment  within two years of  issuance,  shall
      become a  forfeiture  at the end of the Plan Year in which  such  two-year
      period  ends,  unless  otherwise  specifically  provided in the  Component
      Document.

<PAGE>

      IV.11. Component Plan Benefits Incorporated by Reference. Each Participant
may elect to receive  Benefit  coverage  under the Plan  pursuant  to the terms,
conditions and limitations of Component Plan Benefits which are contained in the
applicable  Component  Documents  referenced  in the  Appendices  and  which are
incorporated  herein in full, as amended from time to time. The insurer,  claims
administrator,  contract  number,  HMO or funding  method of  providing  certain
Component  Plan  Benefits may change from time to time and shall be reflected in
the applicable Component Documents.

      IV.12.  Liability for Component Plan Benefits. All Component Plan Benefits
shall be paid solely as provided for as set forth in the Component Documents. No
Employer shall be liable in any manner to pay any Benefits hereunder,  except as
each such Employer shall  expressly agree in writing to provide and only for the
period specifically indicated in the relevant Component Document. Benefits shall
be paid directly to the  Participant  with respect to whom or to whose Dependent
the  services,  charges or expenses  (except as  provided  in Section  9.8) were
incurred  or the  claim  arose,  or  directly  to the party  who  provided  such
services,  charges or  expenses,  as elected in writing by the  Participant  (if
permitted under the relevant Component  Document).  Benefits under the Plan will
be paid only if the  Administrator  decides in its  discretion  that the Covered
Person is entitled to them.

      IV.13.  Continuation  of  Benefits.  If a Covered  Person has a Qualifying
Event (as defined in ERISA Section 603), such Covered Person may elect to remain
covered  under the  Medical  Plan in  accordance  with the  provisions  of ERISA
Section 601 et seq. ("COBRA"), the Component Document and such procedures as the
Plan  Administrator may establish.  Any Covered Person who is not receiving cash
compensation  from an Employer  shall pay for such COBRA  continuation  coverage
with After-tax Contributions.

      IV.14.      Coordination of Benefits.
                  ------------------------

            (a)   "Other Plan" means:

                  (1)...Any  group,  franchise,  hospital  or  medical  service,
            insurance policy or plan or other  arrangement  (whether pre-paid or
            not) providing the same or similar types of benefits as are provided
            under  the Plan  arranged  through  any  employer,  trustee,  union,
            employee benefit association or other association;

                  (2)...Any  governmental  program or any  program  of  benefits
            required by statute  providing the same or similar types of benefits
            as are provided under the Plan; and

                  (3)...Any  arrangement  providing the same or similar types of
            benefits as are  provided  under Title XVIII of the Social  Security
            Act as amended (Medicare).

            (b) The  coordination of Component Plan Benefits with benefits under
      Other Plans in order to avoid the payment of multiple benefits shall be as
      provided in the applicable Component Documents.  If not otherwise provided
      in a Component Document,  any amount to which a Covered Person is entitled
      with respect to health,  sickness or disability  Benefits  under this Plan
      shall be reduced by the amount  payable or deemed to be payable under such
      Other Plan.  Benefits  under Medicare Part A and Part B shall be deemed to
      be payable with respect to any Covered Person  eligible for such benefits,
      commencing  as of the first date of such  eligibility,  without  regard to
      whether such Covered Person has applied for such coverage. Notwithstanding
      this Section  4.12,  the rights of each Covered  Person are  subrogated as
      provided in Section 8.15.

<PAGE>

                                   ARTICLE V.

                                 PLAN FINANCING

      V.1.   Funding  Policy.   The  Company  shall  establish  and  direct  the
implementation  of a funding  policy  and  method  for the Plan  which  shall be
consistent with the objectives of the Plan and which may include a policy of not
funding  any or all  Benefits.  Subject to and in  accordance  with the  funding
policy,  the  Administrator  may enter into  insurance  contracts  (which may be
issued to the Plan or the Company), establish general ledger accounts, establish
a Trust,  or utilize  any other  available  funding  medium to  provide  for the
payment of benefits  hereunder.  The Administrator may, in its discretion,  rely
upon the advice of an actuary or firm of actuaries in establishing  and carrying
out a funding policy and method.

      V.2. Employer Contributions.  For each Plan Year, each Employer shall make
Employer  Contributions  directly  to  each  insurance  company,  HMO  or  other
healthcare provider, as applicable,  or to any Trust or Employer general account
to fund the Component  Plan Benefits  provided  under the Plan for its Employees
participating  in the Plan,  to the extent  determined  by the  Company  and not
provided through Participant Contributions, in such amounts and at such times as
the  Company,  in  accordance  with the funding  policy and methods of the Plan,
shall from time to time  direct,  including  but not  limited  to  contributions
needed to pay current  Benefits,  and to pay expenses;  provided that, except as
otherwise  specifically provided herein, the Employer shall have no liability to
pay such  Benefits  or to assure the  sufficiency  of any  insurance  company to
provide such Benefits.

      V.3. Participant Contributions. Each Participant shall, as directed by the
Administrator,  make Participant Contributions to each insurance company, HMO or
other healthcare  provider,  as applicable,  or to any Trust or Employer general
account to fund the Component Plan Benefits provided by such Component  Document
in such amounts (if any) and at such times as the  Administrator,  in accordance
with the funding  policy and  methods of the Plan,  shall from time to time in a
uniform and nondiscriminatory manner direct.

      V.4. Order of Use of  Contributions.  The entire amount of the Participant
Contributions for each Benefit provided under a Component Document shall be used
for payment of the Benefit, including without limitation, premiums charged by an
insurance company, HMO or other healthcare provider for the applicable coverage,
before the remaining  portion of the premium for such coverage  shall be paid by
the Employer.  In accordance  therewith,  any premium  refunds or dividends with
respect to such  coverage  shall be used to reduce the  Employer's,  and not the
Participants', portion of the premium due.

                                   ARTICLE VI.

                ADMINISTRATION, AMENDMENTS AND TERMINATION


<PAGE>

      VI.1.  Authority and Responsibility of the Company. The Company shall have
overall  responsibility for the establishment,  amendment and termination of any
Benefit or of the Plan, which  responsibility  it shall in part discharge by the
appointment   and   removal   (with  or  without   cause)  of  the  ERISA  Plans
Administrative   Committee   ("EPAC")   to  whom  is   delegated   the   overall
responsibility for the administration and operation of the Plan.

      VI.2.  EPAC  Appointment  and Duties.  The EPAC shall be  appointed by the
Managers of the Company.  Such persons may be the Company's officers.  All usual
and  reasonable  expenses  of the  EPAC  may be paid in  whole or in part by the
Employer in such  proportion  as shall be  determined  by the  Company,  and any
expenses  not  paid by the  Employer  shall  be paid by the  Trustee  out of the
principal or income of the Trust Fund. Any members of the EPAC who are Employees
shall not receive  compensation with respect to their services for the EPAC. The
EPAC shall have full power and  authority  to invest and  reinvest the assets of
the Plan and to perform the other duties specified herein.

      VI.3.  Administrator  Appointment and Removal.  The Administrator shall be
one  or  more  persons  appointed  by  the  EPAC  and in  the  absence  of  such
appointment,  the EPAC shall be the  Administrator.  Each person  serving as the
Administrator shall remain in office at the will of the Company, and the Company
may from time to time  remove any person  serving as the  Administrator  with or
without cause and shall appoint his successor.  The Administrator shall have the
general  responsibility  for the administration of the Plan and for carrying out
its  provisions.  If any person serving as  Administrator  is an employee of the
Employer,  then upon termination of employment the person shall automatically be
deemed to be removed as Administrator.

      VI.4.  Structure.  Subject  to  Section  6.3,  any  person  may  serve  as
Administrator.  Each person,  upon being appointed  Administrator  shall file an
acceptance  thereof  in  writing  with  the  Company.   Any  person  serving  as
Administrator  may resign by delivering his written  resignation to the Company,
and such resignation shall become effective upon the date specified therein.  In
the event  more than one  person is  serving  as  Administrator,  the  remaining
persons serving as Administrator  shall constitute the  Administrator  with full
power to act until said vacancy is filled.

      VI.5. Administrator Actions. If one person is serving as Administrator, no
formal action shall be required for the  Administrator  to act. If more than one
person is serving as Administrator:  (a) the actions of the Administrator  shall
be determined by the vote or other  affirmative  expression of a majority of the
persons  serving as  Administrator,  with the chairman or acting chairman of the
persons serving as  Administrator  having a vote; (b) action may be taken by the
persons serving as  Administrator  at a meeting or in writing without a meeting;
(c) the  Company  shall  choose a  chairman  who  shall be a person  serving  as
Administrator,  and a  secretary  who may (but need not) be a person  serving as
Administrator;  and (d) either the  chairman  or the  secretary  may execute any
certificate  or other  written  direction  on behalf of the  Administrator.  The
Administrator shall have custody of all records and documents  pertaining to the
Administrator's operations.

      VI.6. Administrator Duties.  The Administrator shall enforce the
            --------------------
Plan in  accordance  with the terms of the Plan and shall  have all  powers  and
discretion necessary to accomplish that purpose, including,  without limitation,
the following:

<PAGE>

            (a) To appoint,  suitably compensate,  and remove one or more Claims
      Administrators to act (or refrain from acting) as such with respect to any
      Benefit   (including  any  such  appointment  made  by  entering  into  an
      administrative services only contract with a service provider),  except to
      the extent a Claims  Administrator is designated in a Component  Document,
      provided  that, in the event the  Administrator  does not appoint a Claims
      Administrator  and except as otherwise  provided in a Component  Document,
      the Administrator shall be the Claims Administrator;

            (b) To issue rules and regulations  necessary for the proper conduct
      and  administration of the Plan and to change,  alter, or amend such rules
      and regulations as it deems necessary from time to time;

            (c)   To construe and interpret the Plan and to resolve
      ambiguities in the language thereof and to supply any omissions
      therein;

            (d) To determine all questions arising in the  administration of the
      Plan,  including,  without  limitation,  those  relating to  coverage  and
      participation  under the Plan and the  rights  of a Covered  Person to the
      extent the  determination of such questions is not the  responsibility  of
      the  Claims  Administrator  or  otherwise  determinable  pursuant  to  the
      Component  Documents,  and  the  Administrator's  decisions  on  any  such
      question shall be final and binding upon all persons hereunder;

            (e)   To authorize all disbursements in accordance with the
      provisions of the Plan or any Component Document;

            (f) To employ and suitably  compensate  clerical  employees and such
      accountants,   actuaries,   attorneys   (who  may  but  need  not  be  the
      accountants,  actuaries or attorneys of the Company) and other  persons to
      render advice as it may deem necessary to the performance of its duties;

            (g) To communicate the Plan and its eligibility  requirements to the
      Covered  Persons and notify Covered  Persons when they become  eligible to
      participate;

            (h) If the Company determines to insure a Component Plan Benefit, to
      acquire  with respect to such  Benefit,  in its  discretion,  insurance or
      similar contracts issued by an insurance company authorized to do business
      in any state of the United States which provide Component Plan Benefits of
      the type specified  under the Plan or which provide  insurance  protection
      with respect to such Component Plan Benefits;

            (i) Subject to the provisions of the Component Documents,  to review
      and approve  self-insured  Benefit  payments or to provide  procedures and
      specify amounts of self-insured Benefit payments which may be reviewed and
      approved  by  the  Claims  Administrator,  and  to  authorize  the  Claims
      Administrator  to draw  drafts for the payment of  self-insured  Component
      Plan Benefits;

            (j) To receive from or on behalf of any Employer, Covered Person, or
      Claims  Administrator  such records and  information as shall be necessary
      for the proper performance of its duties under Plan;

<PAGE>

            (k) To prepare and file or have  prepared  and filed with the United
      States  Department  of Labor,  the United  States  Department  of Treasury
      and/or other governmental agency all reports or other information required
      under  federal,  state or local law;  and to furnish such reports or other
      information to such Covered Person as required by federal or state statute
      or regulation,  within the time  prescribed for furnishing such documents;
      and

            (l) To establish and maintain  procedures for processing  claims for
      Benefits and for reviewing the denial of such claims.

      VI.7. Allocations and Delegations of Responsibility. The Company, the EPAC
and the Administrator,  respectively, shall have the authority to delegate, from
time to time,  all or any part of its  responsibilities  under  the Plan to such
person or persons as it may deem advisable (and may authorize such persons, upon
receiving  written  consent  of the  Company,  the  EPAC  or the  Administrator,
respectively,  to delegate such responsibilities to such other person or persons
as the Company,  the EPAC or the Administrator,  respectively,  shall authorize)
and to revoke any such delegation or responsibility.  Any action of the delegate
in the exercise of such delegated responsibilities shall have the same force and
effect  for all  purposes  hereunder  as if such  action  had been  taken by the
Company, the EPAC or the Administrator,  respectively.  Neither any Employer nor
the Company nor the  Administrator  shall be liable for any acts or omissions of
any such delegate.  The delegate shall periodically  report to the Company,  the
EPAC or the  Administrator,  as  applicable,  concerning  the  discharge  of the
delegated responsibilities.

      VI.8. Claims  Administrator's  Powers and Duties with Respect to the Plan.
The Claims Administrator shall have such powers as may be necessary to discharge
its  duties  hereunder  subject,  where  applicable,  to the  provisions  of the
Component  Documents  under which the Claims  Administrator  was appointed,  and
subject to such restrictions as the Administrator may from time to time specify,
including without limitation, the following:

            (a)   To determine the amount, manner and payment of Benefits
      in accordance with the Component Documents;

            (b) To receive from or on behalf of any Employer, Covered Person, or
      the Administrator,  such records and information as shall be necessary for
      the proper performance of his duties under the Plan;

            (c)   To prepare and maintain such records and information as
      are necessary for the proper and expeditious payment of Benefits;

            (d) To provide the Administrator with any and all reports, documents
      and information  which may be needed by the  Administrator in order for it
      to prepare  and file or have  prepared  and filed  with the United  States
      Department of Labor, the United States Department of Treasury and/or other
      governmental  agency  all  reports  or other  information  required  under
      federal, state or other law;

            (e) To provide  the  Administrator  or its  delegate  with any other
      documents or records which the  Administrator  or its delegate may request
      from time to time so as to allow it to  evaluate  claims and losses  under
      the Plan; and

<PAGE>

            (f) To  establish  and maintain  procedures  for handling and paying
      claims and, if so directed by the Administrator,  to establish  procedures
      for  reviewing  denials of claims  consistent  with  Section  6.12 and the
      Component Documents.

      VI.9. Administrator Bonding and Expenses.  The Administrator shall
            ----------------------------------
serve  without bond  (except as  otherwise  required by federal law) and without
compensation for services as such; but all expenses of the  Administrator  shall
be paid by the Employers.

      VI.10.      Forms.  All forms and other communications from any
                  -----
Covered Person or other person to the Administrator  required or permitted under
the Plan shall be in the form prescribed from time to time by the Administrator,
shall be mailed by first class mail or delivered  to the  location  specified by
the  Administrator,  and shall be deemed to have been given and  delivered  only
upon actual receipt thereof by the Administrator (or its delegate).

      VI.11. Examination of Documents. The Administrator shall make available to
each Covered Person this Plan  document,  including the Appendices and Component
Documents,  for examination at reasonable times during normal business hours. In
the event a Covered Person requests copies of documents,  the  Administrator may
charge a reasonable  amount to cover the cost of  furnishing  such  documents in
accordance with ERISA.

      VI.12.  Claims  Procedure.  A Covered  Person  shall apply for Benefits in
writing on a form  provided by the  Administrator.  A claim for Benefits must be
submitted  within  the  time  period  specified  in  the  applicable   Component
Documents.  Claims shall be evaluated by the Claims  Administrator  and shall be
approved  or  denied in  accordance  with the  terms of the Plan  including  the
Component  Documents.  For those benefits subject to ERISA, the following claims
procedures shall apply:

            (a) Any time a claim for Benefits is wholly or partially denied, the
      Covered Person  (hereinafter  "Claimant") shall be given written notice of
      such  action  within  ninety  (90) days  after the claim is filed,  unless
      special  circumstances  require an  extension of time for  processing.  If
      there is an extension, the Claimant shall be notified of the extension and
      the reason for the  extension  within the initial  ninety (90) day period.
      The  extension  shall not exceed  180 days after the claim is filed.  Such
      notice will indicate the reason for denial,  the  pertinent  provisions of
      the Plan on which the denial is based, an explanation of the claims appeal
      procedure set forth herein,  and a description of any additional  material
      or  information  necessary to perfect the claim and an  explanation of why
      such material or information is necessary.

            (b) Any  Claimant  whose claim for  Benefits is denied by the Claims
      Administrator,  or is otherwise adversely affected by action of the Claims
      Administrator, shall have the right to request review by the Administrator
      (or such other person as the  Administrator  shall  designate in writing).
      Such request  must be in writing,  and must be made within sixty (60) days
      after such  person is advised of the  Claims  Administrator's  action.  If
      written  request for review is not made within such sixty (60) day period,
      the Claimant  shall forfeit his or her right to review.  The Claimant or a
      duly  authorized  representative  of the Claimant may review all pertinent
      documents and submit issues and comments in writing.

<PAGE>

            (c) The  Administrator  (or such other  person as the  Administrator
      shall  designate in writing) shall then review the denial of the claim. It
      shall issue a written  decision  reaffirming,  modifying or setting  aside
      such denial  within sixty (60) days after  receipt of the written  request
      for review, or 120 days if special circumstances require an extension. The
      Claimant shall be notified in writing of any such  extension  within sixty
      (60) days  following the request for review.  A copy of the decision shall
      be furnished to the Claimant. The decision shall set forth its reasons and
      the pertinent Plan provisions on which it is based.  The decision shall be
      final and binding upon the Claimant  and the  Administrator  and all other
      persons involved.

                                  ARTICLE VII.

                            AMENDMENT AND TERMINATION

      VII.1.  Discontinuance  of  Contributions.  It is the  expectation of each
Employer  that it will  continue  the  Plan  and the  payment  of  contributions
hereunder  indefinitely,  but the  continuation  of the Plan and the  payment of
Employer  Contributions  hereunder is not assumed as a contractual obligation of
any Employer;  and the right is reserved by each Employer at any time to reduce,
suspend or discontinue its  contributions  hereunder,  subject to such terms and
conditions as the Company may impose.

      VII.2.      Amendments and Termination.
                  --------------------------

            (a) The Company,  by action of its  Managers or by EPAC,  may amend,
      modify, change,  revise,  discontinue or terminate the Plan or any Benefit
      or Component Document at any time (including without limitation the amount
      of  any   Employee   Contribution,   deductible,   co-payment   or   other
      "out-of-pocket" cost to a Covered Person), provided that in no event shall
      any part of the Trust Fund be used for, or diverted to, any purpose  other
      than the exclusive benefit of Participants and Dependents.

            (b) The Company's  right to amend or terminate the Plan shall not be
      affected or limited in any way by an  Eligible  Employee's  retirement  or
      other termination of employment.  Prior practices by the Company shall not
      diminish in any way the rights granted to the Company under this Section.

            (c) Any  such  amendment  or  termination  shall be  expressed  in a
      written  instrument  executed by an officer of the Company or the EPAC, as
      applicable.  Such an amendment or termination shall be effective as of the
      date  designated in such  instrument  or, if no such  effective date is so
      designated, on the date of the execution of such instrument.

      VII.3.  Surplus Assets After Plan Termination.  If a Benefit is terminated
and surplus assets  attributable  to that Benefit  remain after all  liabilities
regarding such Benefit have been paid, such surplus shall revert to the Employer
to the extent  permitted by applicable  law, unless  otherwise  specified in the
Component Documents for such Benefit, or any applicable Trust.

<PAGE>

                                  ARTICLE VIII.

                               GENERAL PROVISIONS

      VIII.1.     Employment Rights.  The adoption and maintenance of the
                  -----------------
Plan  will not be deemed to  constitute  a  contract  of  continuing  employment
between an  Employer  and any  Participant.  Nothing  herein  contained  will be
construed to give any  Participant the right to be retained in the employment of
an Employer or to  interfere  with the right of an  Employer  to  terminate  the
employment of any Participant at any time.

      VIII.2.  Nonalienation  of Benefits.  Except as otherwise  provided in the
Plan,  no right or  benefit  under the Plan  will be  subject  to  anticipation,
alienation, sale, assignment,  pledge, encumbrance or charge, and any attempt to
anticipate,  alienate,  sell, assign,  pledge,  encumber or charge such right or
benefit will be void.

      VIII.3.     Plan Document.  This Plan document, including the
                  -------------
attached  Appendices and Component  Documents  incorporated herein by reference,
sets forth the provisions of the Plan.

      VIII.4.     Participation by Affiliated Employers.  The Company may
                  -------------------------------------
permit any of its subsidiaries or affiliates to participate in one or more
Benefits under the Plan.

      VIII.5.  No Additional  Rights.  No person shall have any rights under the
Plan,  except as, and only to the extent,  expressly  provided  for in the Plan.
Neither the  establishment  or amendment of the Plan or the creation of any fund
or account,  or the payment of  Benefits,  nor any action of the Employer or the
Administrator  shall be held or construed to confer upon any person any right to
be continued as an employee,  or, upon  dismissal,  any right or interest in any
account or fund other than as herein provided.  The Employer  expressly reserves
the right to discharge any Employee at any time.

      VIII.6.     Representations.  The Employer does not represent or
                  ---------------
guarantee  that any  particular  federal  or  state  income,  payroll,  personal
property,   Social  Security  or  other  tax   consequences   will  result  from
participation in this Plan.

      VIII.7.     Masculine and Feminine, Singular and Plural.  Whenever
                  -------------------------------------------
used herein,  a pronoun shall include the opposite gender and the singular shall
include the plural,  and the plural  shall  include the  singular,  whenever the
context shall plainly so require.

      VIII.8.     Severability.  If any provision of this Plan is held
                  ------------
illegal or  invalid  for any  reason,  such  determination  shall not affect the
remaining  provisions of this Plan which shall be construed as if the illegal or
invalid provision had never been included.

      VIII.9.     Governing Law.  This Plan shall be construed in
                  -------------
accordance  with  applicable  federal  law,  and to the extent not  preempted by
applicable  federal  laws,  the laws of the  State of  Illinois,  including  its
statutes of limitation but without regard to its laws respecting choice of law.

<PAGE>

      VIII.10.  Facility  of Payment.  In the event any Benefit  under this Plan
shall be  payable  to a person who is under  legal  disability  or is in any way
incapacitated  so as to be unable to manage his or her  financial  affairs,  the
Administrator  may direct payment of such Benefit to a duly appointed  guardian,
committee or other legal  representative  of such person, or in the absence of a
guardian or legal representative, to a custodian for such person under a Uniform
Gifts to Minors Act or to any relative of such person by blood or marriage,  for
such person's benefit. Any payment made in good faith pursuant to this provision
shall fully  discharge  the Employer and the Plan of any liability to the extent
of such payment.

      VIII.11.    Correction of Errors.  In the event an incorrect amount
                  --------------------
is paid to or on  behalf of a  Covered  Person  any  remaining  payments  may be
adjusted to correct the error. The  Administrator  may take such other action it
deems necessary and equitable to correct any such error.

      VIII.12.   Nondiscrimination   Rules.  The  Plan  shall  comply  with  all
applicable  nondiscrimination rules under the Code and ERISA. Should the Plan be
subject to nondiscrimination testing under the Code or any other applicable law,
the  Administrator  may make any  decisions or elections,  whether  voluntary or
required by law, necessary to facilitate such testing. Any elections required to
be in writing shall be stated from time to time in  Appendices to the Plan.  If,
in the judgment of the Administrator,  the Plan may fail to meet any requirement
of Sections 105(h) and 125 of the Code, the Administrator  will take such action
as it deems appropriate to assure compliance with such requirements.  The action
taken by the Administrator may include,  without  limitation,  a modification of
the  elections of certain  Participants  who are defined as "key  employees"  or
"highly  compensated  participants"  under Section 125 of the Code or as "highly
compensated individuals" (as defined in Section 105(h) of the Code). Such action
may be taken by the Administrator without the consent of such Participants.

      VIII.13.    Employer Successor.  Any successor entity to an
                  ------------------
Employer, by merger, consolidation,  purchase or otherwise, shall be substituted
hereunder for such Employer.

      VIII.14. Indemnification.  Each Employer shall indemnify and hold harmless
the  Company,  the EPAC,  the  Administrator,  and to the extent  not  otherwise
provided,  each  officer  and  employee of any  Employer  to whom are  delegated
duties,  responsibilities  and  authority  with  respect to the Plan against all
claims,  liabilities,  fines and penalties, and all expenses reasonably incurred
by or  imposed  upon  him  or her  (including  but  not  limited  to  reasonable
attorneys'  fees)  which  arise as a result of his or her good faith  actions or
failure to act in connection with the operation and  administration  of the Plan
to  the  extent  lawfully   allowable  and  to  the  extent  that  such  claims,
liabilities,  fines,  penalties,  or  expenses  are not  paid  for by  liability
insurance  purchased or paid for by an Employer.  Notwithstanding the foregoing,
an Employer shall not indemnify any person for any such amount incurred  through
any  settlement  or  compromise  of any action  unless the  Company  consents in
writing to such settlement or compromise.

<PAGE>

      VIII.15.  Subrogation and Repayment. This Plan shall be subrogated, to the
extent of any  payment  under  this  Plan to a  Participant  herein,  to all the
recoveries  or rights of  recovery  of the  Participant  and such  Participant's
Dependents  from any and all third  parties  wholly or partially  liable for the
loss or damage for which  benefits  may be paid by the Plan and from any and all
other  parties  obligated to pay such  liability.  Any recovery  obtained from a
third  party  after  payment of benefits by and under this Plan shall be applied
first to reimburse  this Plan for such  payment and for all costs and  expenses,
including  reasonable  attorney's fees, incurred in obtaining such recover.  The
Participant  or Dependent  shall execute and deliver such  instruments as may be
required and do whatever  else is necessary to secure such rights,  and shall do
nothing to prejudice the rights of this Plan or the Employer to actually recover
from any third party.  It is agreed that the Employer  shall have no  obligation
under this Plan to recover such reimbursement for a Participant or Dependent and
the Employer  shall have a right to take any action it deems  necessary,  in its
sole discretion, to seek a recovery.

      VIII.16.    Effect on Workers' Compensation.  The Plan is not
                  -------------------------------
intended to be and is not in lieu of any Workers' Compensation Act insurance and
does  not  affect  any  requirement  for  Workers'  Compensation  Act  insurance
coverage, except as may be provided in the Component Documents.

<PAGE>

            IN WITNESS WHEREOF, the Company has executed this document this 13th
day of December, 2000, to be effective as of January 1, 2000.

                                    GALILEO INTERNATIONAL LLC

                                    By:    /s/ Lyn Bulman

                                    Title:  Senior Vice President

<PAGE>

                                   APPENDIX I

                                ADOPTING ENTITIES

            (a)   Galileo International LLC

            (b)   Effective January 1, 2001, Quantitude, Inc.

            (c)   Effective  as of the date of its  acquisition  by the Company,
                  Trip.com  (except that Employees of Trip.com shall not receive
                  any Flex Dollars under the Plan)

            (d)   Effective as of the date of its acquisition by the
                  Company, Travel Industries, Inc. (also known as "Thor")
                  (except that Employees of Travel Industries, Inc. shall
                  not receive any Flex Dollars under the Plan)


<PAGE>

                                   APPENDIX II

                               COMPONENT DOCUMENTS

      The terms,  conditions and  limitations of the Component Plan Benefits are
contained in the  Component  Documents  listed or set forth from time to time in
this Appendix II which are incorporated herein by reference.

      The Component  Document for medical benefits for Covered Persons under the
Plan is the Group Service Agreement with, and insurance  certificate  issued by,
Connecticut General Life Insurance Company.

      The  Component  Document  for  long-term  disability  benefits for Covered
Persons under the Plan is the insurance certificate issued by UNUM.

      The  Component  Document for  short-term  disability  benefits for Covered
Persons under the Plan is the insurance certificate issued by UNUM.

      The Component  Document for life  insurance  benefits for Covered  Persons
under  the  Plan  is the  insurance  certificate  issued  by  Metropolitan  Life
Insurance Company.

      The  Component  Document for dental  benefits  for Covered  Persons is the
insurance  certificate  issued by  Connecticut  General Life  Insurance  Company
(Dental HMO or PPO Network).

      The  Component  Document for vision  benefits  for Covered  Persons is the
summary plan description in effect from time to time therefore.

      The Component  Document for prescription drug benefits for Covered Persons
is the Group  Service  Agreement  with,  and  insurance  certificate  issued by,
Connecticut General Life Insurance Company.

      The Component Document for pre-paid legal benefits for Covered
Persons is _________________.






<PAGE>


EXHIBIT 10.38
CH:  1137671v1


                              GALILEO INTERNATIONAL

                              RETIREE MEDICAL PLAN

                              AMENDED AND RESTATED

                                 JANUARY 1, 2000


<PAGE>



CH:  1137671v1                        ii
                              GALILEO INTERNATIONAL

                              RETIREE MEDICAL PLAN

                                TABLE OF CONTENTS

1.    DEFINITIONS...........................................................13

      1.1   Active Plan.....................................................13
      1.2   Appendix........................................................13
      1.3   Benefits........................................................13
      1.4   Change in Family Status.........................................13
      1.5   Claims Administrator............................................14
      1.6   Code............................................................14
      1.7   Company.........................................................14
      1.8   Component Document..............................................14
      1.9   Covered Person..................................................14
      1.10  Dependent.......................................................14
      1.11  Effective Date..................................................14
      1.12  Eligible Employee...............................................14
      1.13  Employee........................................................14
      1.14  Employer........................................................15
      1.15  Employer Contributions..........................................15
      1.16  ERISA...........................................................15
      1.17  Participant.....................................................15
      1.18  Plan............................................................15
      1.19  Plan Administrator..............................................15
      1.20  Plan Year.......................................................15
      1.21  Retire or Retirement............................................15
      1.22  Retiree.........................................................15
      1.23  Retiree Contribution............................................15
      1.24  Trust...........................................................15

2.    PARTICIPATION.........................................................16

      2.1   Eligibility and Enrollment......................................16
      2.2   Termination of Participation....................................16
      2.3   Reenrollment....................................................17

3.    BENEFITS..............................................................17

      3.1   Benefits Incorporated by Reference..............................17
      3.2   Liability for Benefits..........................................17
      3.3   Forfeitures.....................................................17
      3.4   Continuation of Benefits........................................17
      3.5   Coordination of Benefits........................................17

4.    PLAN FINANCING........................................................18

      4.1   Funding Policy..................................................18
      4.2   Employer Contributions..........................................18
      4.3   Retiree Contributions...........................................19
      4.4   Order of Use of Contributions...................................19

5.    ADMINISTRATION........................................................19

      5.1   Authority and Responsibility of the Company.....................19
      5.2   EPAC Appointment and Duties.....................................19
      5.3   Plan Administrator Appointment and Removal......................19
      5.4   Structure.......................................................20
      5.5   Plan Administrator Actions......................................20
      5.6   Plan Administrator Duties.......................................20
      5.7   Allocations and Delegations of Responsibility...................21
      5.8   Claims Administrator's Powers and Duties with Respect to
            the Plan........................................................22
      5.9   Plan Administrator Bonding and Expenses.........................22
      5.10  Forms...........................................................22
      5.11  Examination of Documents........................................22
      5.12  Claims Procedure................................................23

6.    AMENDMENT AND TERMINATION.............................................24

      6.1   Discontinuance of Contributions.................................24
      6.2   Amendments and Termination......................................24
      6.3   Surplus Assets After Plan Termination...........................24

7.    GENERAL PROVISIONS....................................................24

      7.1   Plan Interpretation.............................................24
      7.2   Participation by Affiliated Employers...........................24
      7.3   No Additional Rights............................................24
      7.4   Representations.................................................24
      7.5   Masculine and Feminine, Singular and Plural.....................24
      7.6   Severability....................................................25
      7.7   Governing Law...................................................25
      7.8   Facility of Payment.............................................25
      7.9   Correction of Errors............................................25
      7.10  Nondiscrimination Rules.........................................25
      7.11  Employer Successor..............................................25
      7.12  Indemnification.................................................25
      7.13  Subrogation and Repayment.......................................25
      7.14  Effect on Workers' Compensation.................................26


<PAGE>



CH:  1137671v1                        16

CH:  1137671v1
                              GALILEO INTERNATIONAL

                              RETIREE MEDICAL PLAN

                                    PREAMBLE

      Effective  January  1, 2000,  Galileo  International  LLC (the  "Company")
hereby amends and restates the Galileo  International  Retiree Medical Plan (the
"Plan").  The Plan was  established  effective  September  16, 1993,  by Galileo
International  Partnership which was subsequently  merged into the Company.  The
purpose of the Plan is to provide  health  care  benefits  to  eligible  retired
employees of the Company and its affiliates  and to their  eligible  dependents.
The Plan is maintained for the exclusive  benefit of the Covered  Persons and is
intended to comply with the Internal  Revenue Code of 1986, as amended,  and the
Employee  Retirement  Income  Security  Act  of  1974,  as  amended,  and  other
applicable law.

1.

                                   DEFINITIONS

      The following terms, when used herein,  shall have the following  meaning,
unless a different meaning is clearly required by the context. Capitalized terms
are used throughout the Plan for terms defined by this and other sections.

1.1   Active Plan.  "Active Plan" means a medical plan maintained by an
      -----------
Employer from time to time for the purpose of providing medical benefits to
its active Employees.

1.2   Appendix.  "Appendix" means each of the appendices to the Plan.  Each
      --------
Appendix shall be considered a part of the Plan.

1.3 Benefits.  "Benefits" means the welfare benefits described in and payable in
accordance with a Component Document under the Plan.

1.4  Change in Family  Status.  "Change  in  Family  Status"  means (a) a change
related  to the  exercise  of a  "special  enrollment  right"  under the  Health
Insurance  Portability and Accountability Act of 1996; (b) an event that changes
a Participant's marital status (including marriage,  death of a spouse, divorce,
legal  separation  or  annulment);  (c) an event  that  changes  the number of a
Participant's  dependents  (as defined in Code  Section 152 and, for purposes of
the  Dependent  Care Plan, a qualifying  individual,  as defined in Code Section
21(b)(1) with respect to the Participant) (including birth, adoption,  placement
for adoption or death);  (d) a termination or  commencement of employment of the
Participant,  spouse or a  dependent;  (e) a  reduction  or increase in hours of
employment  by the Covered  Person  (including a switch  between  part-time  and
full-time, a strike or lockout or commencement or return from an unpaid leave of
absence); (f) an event that causes a Participant's dependent to satisfy or cease
to satisfy the requirements for coverage under an accident or health plan; (g) a
change in the place of  residence  or work of the  Covered  Person;(h)  a change
required  in order to  implement  the  terms of any  judgment,  decree  or order
resulting from a divorce, legal separation, annulment or change in legal custody
(including a qualified medical child support order); (i) the eligibility or loss
of eligibility of a Covered Person for Medicare or Medicaid benefits; or (j) any
other event that will permit a change in a Participant's election under the Plan
consistent  with the  regulations,  rulings  or  other  guidance  issued  by the
Internal   Revenue  Service  under  Code  Section  125,  as  determined  by  the
Administrator.

1.5  Claims  Administrator.  "Claims  Administrator"  means the person or entity
designated as such in any Component Document, and if no such person or entity is
so  designated,  the person or entity  designated  in  accordance  with  Section
5.6(a).

1.6   Code.  "Code" means the Internal Revenue Code of 1986, as amended from
      ----
time to time.

1.7   Company.  "Company" means Galileo International LLC and any of its
      -------
successors.

1.8  Component  Document.  "Component  Document"  means (a) a  written  document
identified  in any of the  Appendices  and  incorporated  herein  by  reference,
including,  without  limitation,  any insurance,  administrative  services only,
claims service only, third party administration,  preferred provider, and health
maintenance  organization  (HMO)  contracts,  or (b) any other written  document
adopted  or  approved  by the  Employer  from  time to time for the  purpose  of
providing  Benefits  to  Covered  Persons,   including  without  limitation  the
Component Documents listed in Appendix I.

1.9   Covered Person.  "Covered Person" means any Participant or Dependent or
      --------------
other person who is eligible for coverage under the Plan.

1.10 Dependent.  "Dependent" means a Participant's dependent who is eligible for
coverage as a dependent  under any  Component  Document  under the Plan,  except
that, unless otherwise  specified in a Component  Document,  a Dependent means a
Participant's  legal  spouse as  determined  under  applicable  state law and as
evidenced  in  such  manner  as  the  Plan  Administrator  may  require  in  its
discretion, and any unmarried child of a Participant who is disabled (regardless
of age), or under age 19 and dependent  entirely on the Participant for support,
or under age 23 and a full-time  student at an approved school (as determined by
the Plan  Administrator) and dependent primarily on the Participant for support,
and the term  "child"  shall  include any legally  adopted  child (or child with
respect to whom an adoption by the  Participant  is pending)  who resides in the
Participant's  household,  any  step-child  who  resides  in  the  Participant's
household,  any child with respect to whom the Participant is legal guardian and
legally  responsible for providing  medical  coverage,  or any child for which a
divorce  decree or other  court order  (excluding  a  temporary  custody  order)
requires the Employee to maintain health coverage on behalf of that child.

1.11 Effective Date. "Effective Date" means January 1, 2000, or, with respect to
any  Employer  specified in any  Appendix to this Plan,  the date such  Employer
adopted the Plan.

1.12  Eligible Employee.  "Eligible Employee" means any regular direct
      -----------------
full-time or regular direct part-time Employee of an Employer.

1.13 Employee.  "Employee"  means any person who is employed by an Employer as a
common law  employee,  except that the term does not  include any (a)  temporary
employee,  (b) seasonal employee, (c) nonresident alien, (d) Employee covered by
a collective  bargaining  agreement where welfare plan benefits were the subject
of good faith bargaining, which does not provide for participation in this Plan,
(e)  "leased"  employee,  or (f) person  during  the period  that the person was
treated by an Employer as an  independent  contractor  for federal tax purposes,
regardless of whether such person is  subsequently  reclassified as a common-law
employee for such period.

1.14  Employer.  "Employer"  means the Company and any other  affiliated  entity
that, with the Company's approval, adopts the Plan from time to time.

1.15  Employer Contributions.  "Employer Contributions" means the payments
      ----------------------
made from time to time by an Employer, to an insurance company or to the
Trust, or as otherwise provided by a Component Document.

1.16 ERISA.  "ERISA" means the Employee  Retirement Income Security Act of 1974,
as amended, and including all regulations promulgated pursuant thereto.

1.17  Participant.  "Participant"  means a Participant  in the Plan  immediately
prior  to  January  1,  2000,  and  a  Retiree  who  satisfies  the  eligibility
requirements set forth in Section 2.

1.18  Plan.  "Plan" means the Galileo International Retiree Medical Plan, as
      ----
amended from time to time.

1.19  Plan Administrator.  "Plan Administrator" means the person or entity
      ------------------
appointed pursuant to Section 5.3 to administer the Plan.

1.20  Plan Year.  "Plan Year" means the calendar year.
      ---------

1.21 Retire or Retirement.  "Retire" or  "Retirement"  means,  with respect to a
Retiree, a termination of employment with the Company and its subsidiaries after
satisfying the  requirements  for immediate  commencement  of a pension  benefit
under the  Galileo  International  Pension  Plan (each  referred  to herein as a
"Pension Plan").

1.22  Retiree.  "Retiree"  means an  Eligible  Employee  who  Retires and who is
covered under an Active Plan as of the date of such Retirement.

1.23 Retiree Contribution.  "Retiree  Contribution" means the payments made from
time to time by or on behalf of a Covered Person pursuant to a method  specified
by the Plan  Administrator  to an  insurance  company,  HMO or other  healthcare
provider or to the Trust, or as otherwise provided in a Component Document.

1.24 Trust. "Trust" means the trust fund into which shall be paid part or all of
the contributions  and from which certain Benefits  specified in the Trust shall
be paid under this Plan. No obligation to establish or maintain a trust shall be
construed from the provisions of this Plan except as expressly  provided herein.
As of the  Effective  Date,  the Company  maintains  the  Galileo  International
Welfare Benefit Trust pursuant to Code Section 501(c) (9).

2.

                                  PARTICIPATION

2.1   Eligibility and Enrollment.
      --------------------------

(a)  Retirees.  Coverage  under the Plan begins with  respect to a Retiree  upon
Retirement,  provided that such Retiree  enrolls for such coverage within thirty
(30) days of such  Retirement.  A Retiree who fails to enroll  within the 30-day
period may not subsequently  enroll in the Plan unless such Retiree has a Change
in Family Status. The terms and conditions for eligibility to participate in the
Plan and the period  during  which  participation  with  respect to such Benefit
continues,  shall, except as otherwise expressly provided herein, be as provided
in one or  more  of the  applicable  Component  Documents.  The  procedures  for
enrollment or reenrollment,  as applicable,  for each Benefit provided under the
Plan shall be determined by the Plan  Administrator.  A Participant  immediately
prior to the Effective Date shall be a Participant on the Effective Date.  After
the Effective  Date, an Eligible  Employee  shall become a Participant as of the
date that such Employee becomes a Retiree.

(b) Dependents.  Coverage under the Plan begins with respect to a Dependent upon
the  Retiree's  Retirement,  provided  that the Retiree  enrolls such  Dependent
within thirty (30) days of such Retirement or 30 days of the Dependent  becoming
a Dependent.  A Retiree who fails to enroll a Dependent within the 30-day period
may not subsequently  enroll the Dependent in such Plan unless the Retiree has a
change in Family  Status.  Notwithstanding  the  foregoing,  if a Retiree who is
eligible for a Disability  Retirement  Benefit  under the Galileo  International
Employees  Pension  Plan  dies  after  attaining  age  50,  the  spouse  of such
Participant shall be eligible for Benefits hereunder,  regardless of whether the
Participant attained his Disability Retirement Date.

(c)  Certain  Employees  of  Quantitude,  Inc.  (1)  Notwithstanding  any  other
provision  of the Plan or any  Component  Document,  effective  January 1, 2001,
Quantitude,  Inc.  ("Quantitude")  is an  Employer  under the Plan  solely  with
respect to each of its Employees  who: (A) was designated by Galileo in October,
2000, as an employee who would participate in the formation of Quantitude,  and,
effective  January  1, 2001,  transfers  employment  from  Galileo or one of its
subsidiaries to Quantitude  incident to the formation of Quantitude  ("Formation
Employees"),  and (B) as of January 1, 2001,  has  attained age 40 with at least
five years of Vesting  Service  under the  Pension  Plan.  (2) Any  Employee  of
Quantitude  shall not be  eligible to  participate  in the Plan (A) who is not a
Formation  Employee  or (B) who is a  Formation  Employee  but, as of January 1,
2001, has not attained age 40 with at least five years of Vesting  Service under
the Pension Plan.

2.2 Termination of Participation.  Participation in this Plan shall terminate as
provided in Section 6.2 or any applicable  Component Document,  but in any event
when a  Participant  or other  Covered  Person  (a)  fails to make any  required
contributions  to the Plan, (b) is no longer  eligible for any Benefit  provided
under the Plan as  provided in the  applicable  Component  Documents,  (c) is no
longer a Covered Person, (d) effective January 1, 2001,  performs services after
Retirement  for an Employer as an employee,  independent  contractor  or "leased
employee,"   (e)  has  his  pension   benefits   suspended   under  the  Galileo
International  Employees  Pension  Plan  due to  reemployment,  or (f)  upon the
termination of the Plan.

2.3 Reenrollment.  Any Retiree who becomes a Participant who subsequently elects
to cease  participation  in the Plan shall be permitted to reenroll in the Plan,
along with any Dependent [previously covered under the Plan], in accordance with
procedures established by the Plan Administrator, provided that such Retiree and
Dependents are otherwise eligible for such coverage upon reenrollment and have a
Change in Family  Status.  Notwithstanding  any provision of the Plan,  lifetime
maximum   amounts,   deductibles,   out-of-pocket   amounts  and  other  similar
limitations and costs shall be cumulative with respect to any Covered Person who
ceases coverage under an Active Plan or who reenrolls in the Plan.

3.

                                    BENEFITS

3.1 Benefits  Incorporated by Reference.  Each  Participant may elect to receive
Benefit  coverage  under  the  Plan  pursuant  to  the  terms,   conditions  and
limitations  of  Benefits  which  are  contained  in  the  applicable  Component
Documents  referenced in the  Appendices  and which are  incorporated  herein in
full, as amended from time to time. The insurer, claims administrator,  contract
number, HMO or funding method of providing certain Benefits may change from time
to time and shall be reflected in the applicable Component Documents.

3.2 Liability for Benefits. All Benefits shall be paid solely as provided for as
set forth in the Component Documents.  No Employer shall be liable in any manner
to pay any Benefits  hereunder,  except as each such  Employer  shall  expressly
agree in writing to provide and only for the period  specifically  indicated  in
the  relevant  Component  Document.  Benefits  shall  be  paid  directly  to the
Participant with respect to whom or to whose Dependent the services,  charges or
expenses  (except as provided in Section 7.8) were  incurred or the claim arose,
or directly to the party who provided  such  services,  charges or expenses,  as
elected in writing by the Participant (if permitted under the relevant Component
Document).  Benefits under the Plan will be paid only if the Plan  Administrator
decides in its discretion that the Covered Person is entitled to them.

3.3  Forfeitures.  Any  Benefit  payable  to a Covered  Person  which  cannot be
distributed  (a)  because  of  the  Plan  Administrator's   inability,  after  a
reasonable  search,  to locate such Covered  Person within a period of two years
after such Benefit becomes payable,  or (b) because any check issued to pay such
Benefit shall not have been presented to the Company's financial institution for
payment  within two years of issuance,  shall become a forfeiture  at the end of
the Plan Year in which such two-year period ends, unless otherwise  specifically
provided in the Component Document.

3.4  Continuation  of Benefits.  If a Covered Person has a Qualifying  Event (as
defined in ERISA Section 603),  such Covered  Person may elect to remain covered
under the Plan in  accordance  with the  provisions of ERISA Section 601 et seq.
("COBRA") and such procedures as the Plan Administrator may establish.

3.5   Coordination of Benefits.
      ------------------------

(a)   "Other Plan" means:

(1)         Any group, franchise,  hospital or medical service, insurance policy
            or plan or other arrangement (whether pre-paid or not) providing the
            same or similar  types of  benefits as are  provided  under the Plan
            arranged  through any employer,  trustee,  union,  employee  benefit
            association or other association;

(2)         Any  governmental  program or any  program of  benefits  required by
            statute  providing  the same or  similar  types of  benefits  as are
            provided under the Plan; and

(3)         Any  arrangement  providing the same or similar types of benefits as
            are provided under Title XVIII of the Social Security Act as amended
            (Medicare).

(b) The  coordination  of Benefits with  benefits  under Other Plans in order to
avoid the payment of multiple  benefits  shall be as provided in the  applicable
Component  Documents.  If not otherwise  provided in a Component  Document,  any
amount to which a Covered Person is entitled with respect to health, sickness or
disability  Benefits  under this Plan shall be reduced by the amount  payable or
deemed to be payable under such Other Plan.  Benefits  under Medicare Part A and
Part B shall be deemed to be payable with respect to any Covered Person eligible
for such benefits, commencing as of the first date of such eligibility,  without
regard  to  whether  such  Covered   Person  has  applied  for  such   coverage.
Notwithstanding  this  Section  3.5,  the  rights  of each  Covered  Person  are
subrogated as provided in Section 7.13.

4.

                                 PLAN FINANCING

4.1 Funding Policy. The Company shall establish and direct the implementation of
a funding  policy and method for the Plan  which  shall be  consistent  with the
objectives  of the Plan and which may include a policy of not funding any or all
Benefits.  Subject  to and in  accordance  with  the  funding  policy,  the Plan
Administrator  may enter into  insurance  contracts  (which may be issued to the
Plan or the Company),  establish general ledger accounts,  establish a Trust, or
utilize  any other  available  funding  medium to  provide  for the  payment  of
benefits hereunder. The Plan Administrator may, in its discretion, rely upon the
advice of an actuary or firm of  actuaries  in  establishing  and carrying out a
funding policy and method.

4.2  Employer  Contributions.  For each Plan  Year,  each  Employer  shall  make
Employer  Contributions  directly  to  each  insurance  company,  HMO  or  other
healthcare  provider,  as  applicable,  or to any  Trust  to fund  the  Benefits
provided  under the Plan for its  Retirees  participating  in the  Plan,  to the
extent determined by the Company and not provided through Retiree Contributions,
in such amounts and at such times as the Company, in accordance with the funding
policy and methods of the Plan,  shall from time to time direct,  including  but
not  limited  to  contributions  needed  to  pay  current  Benefits,  and to pay
expenses;  provided that, except as otherwise  specifically provided herein, the
Employer  shall  have  no  liability  to pay  such  Benefits  or to  assure  the
sufficiency of any insurance company to provide such Benefits. In no event shall
Employer  Contributions for any Plan year exceed $8,000 per Covered Person under
age 65 or $3,500 per Covered Person age 65 or older (or eligible for Medicare).

4.3  Retiree  Contributions.  Each  Participant  shall,  as directed by the Plan
Administrator,  make Retiree  Contributions  to each insurance  company,  HMO or
other healthcare provider,  as applicable,  or to any Trust to fund the Benefits
provided by such  Component  Document in such amounts (if any) and at such times
as the Plan Administrator,  in accordance with the funding policy and methods of
the Plan,  shall  from time to time in a uniform  and  nondiscriminatory  manner
direct.  Each participant who is receiving  payments from the Pension Plan shall
be eligible for coverage  hereunder only if such Participant elects to have such
Retiree Contributions deducted from such Pension payments.

4.4  Order  of  Use  of   Contributions.   The  entire  amount  of  the  Retiree
Contributions for each Benefit provided under a Component Document shall be used
for payment of the Benefit, including without limitation, premiums charged by an
insurance company, HMO or other healthcare provider for the applicable coverage,
before the remaining  portion of the premium for such coverage  shall be paid by
the Employer.  In accordance  therewith,  any premium  refunds or dividends with
respect to such  coverage  shall be used to reduce the  Employer's,  and not the
Participants', portion of the premium due.

5.

                                 ADMINISTRATION

5.1 Authority and Responsibility of the Company.  The Company shall have overall
responsibility for the  establishment,  amendment and termination of any Benefit
or of  the  Plan,  which  responsibility  it  shall  in  part  discharge  by the
appointment   and   removal   (with  or  without   cause)  of  the  ERISA  Plans
Administration   Committee   ("EPAC")   to  whom  is   delegated   the   overall
responsibility for the administration and operation of the Plan.

5.2 EPAC Appointment and Duties.  The EPAC shall be appointed by the Managers of
the  Company.  Such persons  shall  consist of Company  officers.  All usual and
reasonable  expenses of the EPAC may be paid in whole or in part by the Employer
in such  proportion as shall be determined by the Company,  and any expenses not
paid by the Employer shall be paid by the Trustee out of the principal or income
of the Trust Fund.  Any members of the EPAC who are Employees  shall not receive
compensation  with respect to their  services for the EPAC.  The EPAC shall have
full power and  authority  to invest and  reinvest the assets of the Plan and to
perform the other duties specified herein.

5.3 Plan Administrator  Appointment and Removal. The Plan Administrator shall be
one  or  more  persons  appointed  by  the  EPAC  and in  the  absence  of  such
appointment,  the EPAC shall be the Plan  Administrator.  Each person serving as
the Plan  Administrator  shall remain in office at the will of the Company,  and
the  Company  may  from  time to time  remove  any  person  serving  as the Plan
Administrator  with or without cause and shall appoint his  successor.  The Plan
Administrator  shall have the general  responsibility  for the administration of
the Plan and for  carrying  out its  provisions.  If any person  serving as Plan
Administrator  is  an  employee  of  the  Employer,  then  upon  termination  of
employment  the  person  shall  automatically  be deemed to be  removed  as Plan
Administrator.

5.4   Structure.   Subject  to  Section  5.2,  any  person  may  serve  as  Plan
Administrator.  Each person,  upon being appointed Plan Administrator shall file
an acceptance  thereof in writing with the Company.  Any person  serving as Plan
Administrator  may resign by delivering his written  resignation to the Company,
and such resignation shall become effective upon the date specified therein.  In
the event more than one person is serving as Plan  Administrator,  the remaining
persons serving as Plan  Administrator  shall constitute the Plan  Administrator
with full power to act until said vacancy is filled.

5.5 Plan Administrator  Actions. If one person is serving as Plan Administrator,
no formal  action shall be required for the Plan  Administrator  to act. If more
than one person is serving as Plan  Administrator:  (a) the  actions of the Plan
Administrator shall be determined by the vote or other affirmative expression of
a majority of the persons  serving as Plan  Administrator,  with the chairman or
acting chairman of the persons serving as Plan Administrator  having a vote; (b)
action may be taken by the persons serving as Plan Administrator at a meeting or
in writing without a meeting;  (c) the Company shall choose a chairman who shall
be a person  serving as Plan  Administrator,  and a secretary  who may (but need
not) be a person serving as Plan  Administrator;  and (d) either the chairman or
the secretary may execute any  certificate or other written  direction on behalf
of the Plan  Administrator.  The Plan  Administrator  shall have  custody of all
records and documents pertaining to the Plan Administrator's operations.

5.6 Plan Administrator  Duties. The Plan Administrator shall enforce the Plan in
accordance  with the terms of the Plan and shall have all powers and  discretion
necessary  to  accomplish  that  purpose,  including,  without  limitation,  the
following:

(a)   To appoint, suitably compensate, and remove one or more Claims
      Administrators to act (or refrain from acting) as such with respect to
      any Benefit (including any such appointment made by entering into an
      administrative services only contract with a service provider), except
      to the extent a Claims Administrator is designated in a Component
      Document, provided that, in the event the Plan Administrator does not
      appoint a Claims Administrator and except as otherwise provided in a
      Component Document, the Plan Administrator shall be the Claims
      Administrator;

(b)   To issue  rules and  regulations  necessary  for the  proper  conduct  and
      administration  of the Plan and to change,  alter, or amend such rules and
      regulations as it deems necessary from time to time;

(c)   To construe and interpret the Plan and to resolve ambiguities in the
      language thereof and to supply any omissions therein;

(d)   To determine  all  questions  arising in the  administration  of the Plan,
      including,   without   limitation,   those   relating  to   coverage   and
      participation  under the Plan and the  rights  of a Covered  Person to the
      extent the  determination of such questions is not the  responsibility  of
      the  Claims  Administrator  or  otherwise  determinable  pursuant  to  the
      Component Documents,  and the Plan  Administrator's  decisions on any such
      question shall be final and binding upon all persons hereunder;

(e)   To authorize all disbursements in accordance with the provisions of the
      Plan or any Component Document;

(f)   To employ and suitably compensate clerical employees and such accountants,
      actuaries,  attorneys (who may but need not be the accountants,  actuaries
      or attorneys of the Company) and other  persons to render advice as it may
      deem necessary to the performance of its duties;

(g)   To communicate the Plan and its  eligibility  requirements to the Retirees
      and Retirees and notify Retirees when they become eligible to participate;

(h)   If the Company determines to insure a Benefit,  to acquire with respect to
      such Benefit, in its discretion,  insurance or similar contracts issued by
      an insurance company  authorized to do business in any state of the United
      States  which  provide  Benefits of the type  specified  under the Plan or
      which provide insurance protection with respect to such Benefits;

(i)   Subject  to the  provisions  of the  Component  Documents,  to review  and
      approve self-insured Benefit payments or to provide procedures and specify
      amounts  of  self-insured  Benefit  payments  which  may be  reviewed  and
      approved  by  the  Claims  Administrator,  and  to  authorize  the  Claims
      Administrator to draw drafts for the payment of self-insured Benefits;

(j)   To receive from or on behalf of any Employer,  Covered  Person,  or Claims
      Administrator  such records and  information as shall be necessary for the
      proper performance of its duties under Plan;

(k)   To prepare  and file or have  prepared  and filed  with the United  States
      Department of Labor, the United States Department of Treasury and/or other
      governmental  agency  all  reports  or other  information  required  under
      federal,  state  or  local  law;  and to  furnish  such  reports  or other
      information to such Covered Person as required by federal or state statute
      or regulation,  within the time  prescribed for furnishing such documents;
      and

(l)   To establish and maintain  procedures for  processing  claims for Benefits
      and for reviewing the denial of such claims.

5.7 Allocations and Delegations of Responsibility. The Company, the EPAC and the
Plan  Administrator,  respectively,  shall have the authority to delegate,  from
time to time,  all or any part of its  responsibilities  under  the Plan to such
person or persons as it may deem advisable (and may authorize such persons, upon
receiving  written consent of the Company,  the EPAC or the Plan  Administrator,
respectively,  to delegate such responsibilities to such other person or persons
as  the  Company,  the  EPAC  or the  Plan  Administrator,  respectively,  shall
authorize) and to revoke any such  delegation or  responsibility.  Any action of
the delegate in the exercise of such delegated  responsibilities  shall have the
same force and  effect for all  purposes  hereunder  as if such  action had been
taken by the Company, the EPAC or the Plan Administrator,  respectively. Neither
any Employer nor the Company nor the Plan Administrator  shall be liable for any
acts or omissions of any such delegate.  The delegate shall periodically  report
to the Company,  the EPAC or the Plan Administrator,  as applicable,  concerning
the discharge of the delegated responsibilities.

5.8  Claims  Administrator's  Powers and Duties  with  Respect to the Plan.  The
Claims Administrator shall have such powers as may be necessary to discharge its
duties hereunder subject,  where applicable,  to the provisions of the Component
Documents  under which the Claims  Administrator  was appointed,  and subject to
such  restrictions  as the Plan  Administrator  may from  time to time  specify,
including without limitation, the following:

(a)   To determine the amount, manner and payment of Benefits in accordance
      with the Component Documents;

(b)   To receive from or on behalf of any Employer,  Covered Person, or the Plan
      Administrator,  such records and information as shall be necessary for the
      proper performance of his duties under the Plan;

(c)   To prepare and maintain such records and information as are necessary
      for the proper and expeditious payment of Benefits;

(d)   To provide the Plan Administrator with any and all reports,  documents and
      information which may be needed by the Plan  Administrator in order for it
      to prepare  and file or have  prepared  and filed  with the United  States
      Department of Labor, the United States Department of Treasury and/or other
      governmental  agency  all  reports  or other  information  required  under
      federal, state or other law;

(e)   To provide the Plan Administrator or its delegate with any other documents
      or records which the Plan  Administrator  or its delegate may request from
      time to time so as to allow it to  evaluate  claims and  losses  under the
      Plan; and

(f)   To establish and maintain  procedures  for handling and paying claims and,
      if so directed by the Plan  Administrator,  to  establish  procedures  for
      reviewing denials of claims consistent with Section 5.12 and the Component
      Documents.

5.9 Plan Administrator Bonding and Expenses.  The Plan Administrator shall serve
without  bond  (except  as  otherwise  required  by  federal  law)  and  without
compensation  for services as such;  but all expenses of the Plan  Administrator
shall be paid by the Employers.

5.10 Forms. All forms and other  communications from any Covered Person or other
person to the Plan  Administrator  required or permitted under the Plan shall be
in the form  prescribed  from time to time by the Plan  Administrator,  shall be
mailed by first class mail or delivered  to the  location  specified by the Plan
Administrator,  and shall be deemed to have been given and  delivered  only upon
actual receipt thereof by the Plan Administrator (or its delegate).

5.11 Examination of Documents.  The Plan  Administrator  shall make available to
each Covered Person this Plan  document,  including the Appendices and Component
Documents,  for examination at reasonable times during normal business hours. In
the event a Covered Person requests copies of documents,  the Plan Administrator
may charge a reasonable amount to cover the cost of furnishing such documents in
accordance with ERISA.

5.12 Claims Procedure. A Covered Person shall apply for Benefits in writing on a
form provided by the Plan Administrator.  A claim for Benefits must be submitted
within the time period specified in the applicable Component  Documents.  Claims
shall be evaluated by the Claims  Administrator  and shall be approved or denied
in accordance with the terms of the Plan including the Component Documents.  For
those benefits subject to ERISA, the following claims procedures shall apply:

(a)   Any time a claim for Benefits is wholly or partially denied, the
      Covered Person (hereinafter "Claimant") shall be given written notice
      of such action within ninety (90) days after the claim is filed, unless
      special circumstances require an extension of time for processing.  If
      there is an extension, the Claimant shall be notified of the extension
      and the reason for the extension within the initial ninety (90) day
      period.  The extension shall not exceed 180 days after the claim is
      filed.  Such notice will indicate the reason for denial, the pertinent
      provisions of the Plan on which the denial is based, an explanation of
      the claims appeal procedure set forth herein, and a description of any
      additional material or information necessary to perfect the claim and
      an explanation of why such material or information is necessary.

(b)   Any Claimant whose claim for Benefits is denied by the Claims
      Administrator, or is otherwise adversely affected by action of the
      Claims Administrator, shall have the right to request review by the
      Plan Administrator (or such other person as the Plan Administrator
      shall designate in writing).  Such request must be in writing, and must
      be made within sixty (60) days after such person is advised of the
      Claims Administrator's action.  If written request for review is not
      made within such sixty (60) day period, the Claimant shall forfeit his
      or her right to review.  The Claimant or a duly authorized
      representative of the Claimant may review all pertinent documents and
      submit issues and comments in writing.

(c)   The Plan Administrator (or such other person as the Plan Administrator
      shall designate in writing) shall then review the denial of the claim.
      It shall issue a written decision reaffirming, modifying or setting
      aside such denial within sixty (60) days after receipt of the written
      request for review, or 120 days if special circumstances require an
      extension.  The Claimant shall be notified in writing of any such
      extension within sixty (60) days following the request for review.  A
      copy of the decision shall be furnished to the Claimant.  The decision
      shall set forth its reasons and the pertinent Plan provisions on which
      it is based.  The decision shall be final and binding upon the Claimant
      and the Plan Administrator and all other persons involved.

6.

                            AMENDMENT AND TERMINATION

6.1 Discontinuance of Contributions. It is the expectation of each Employer that
it  will  continue  the  Plan  and  the  payment  of   contributions   hereunder
indefinitely,  but the  continuation  of the Plan and the  payment  of  Employer
Contributions  hereunder  is not  assumed  as a  contractual  obligation  of any
Employer;  and the right is  reserved  by each  Employer  at any time to reduce,
suspend or discontinue its  contributions  hereunder,  subject to such terms and
conditions as the Company may impose.

6.2 Amendments and Termination.  The Company, by action of its Managers or EPAC,
may amend,  modify,  change,  revise,  discontinue  or terminate the Plan or any
Benefit or Component  Document at any time  (including  without  limitation  the
amount  of  any   Retiree   Contribution,   deductible,   co-payment   or  other
"out-of-pocket"  cost to a Covered Person),  provided that in no event shall any
part of the Trust Fund be used for, or diverted  to, any purpose  other than the
exclusive benefit of Participants and Dependents.

6.3  Surplus  Assets  After Plan  Termination.  If a Benefit is  terminated  and
surplus  assets  attributable  to that  Benefit  remain  after  all  liabilities
regarding such Benefit have been paid, such surplus shall revert to the Employer
to the extent  permitted by applicable  law, unless  otherwise  specified in the
Component Documents for such Benefit, or any applicable Trust.

7.

                               GENERAL PROVISIONS

7.1   Plan Interpretation.  This Plan document, including the attached
      -------------------
Appendices and Component Documents incorporated herein by reference, sets
forth the provisions of the Plan.

7.2   Participation by Affiliated Employers.  The Company may permit any of
      -------------------------------------
its subsidiaries or affiliates to participate in one or more Benefits under
the Plan.

7.3 No Additional Rights. No person shall have any rights under the Plan, except
as, and only to the  extent,  expressly  provided  for in the Plan.  Neither the
establishment  or  amendment of the Plan or the creation of any fund or account,
or the  payment  of  Benefits,  nor  any  action  of the  Employer  or the  Plan
Administrator  shall be held or construed to confer upon any person any right to
be continued as an employee,  or, upon  dismissal,  any right or interest in any
account or fund other than as herein provided.  The Employer  expressly reserves
the right to discharge any Employee at any time.

7.4  Representations.  The Employer  does not  represent  or guarantee  that any
particular federal or state income, payroll,  personal property, Social Security
or other tax consequences will result from participation in this Plan.

7.5 Masculine and Feminine, Singular and Plural. Whenever used herein, a pronoun
shall include the opposite gender and the singular shall include the plural, and
the plural shall  include the  singular,  whenever the context  shall plainly so
require.

7.6  Severability.  If any provision of this Plan is held illegal or invalid for
any reason, such determination shall not affect the remaining provisions of this
Plan which shall be construed as if the illegal or invalid  provision  had never
been included.

7.7 Governing  Law. This Plan shall be construed in accordance  with  applicable
federal law, and to the extent not  preempted by applicable  federal  laws,  the
laws of the State of Illinois,  including its statutes of limitation but without
regard to its laws respecting choice of law.

7.8  Facility  of  Payment.  In the event any  Benefit  under this Plan shall be
payable to a person who is under legal disability or is in any way incapacitated
so  as  to  be  unable  to  manage  his  or  her  financial  affairs,  the  Plan
Administrator  may direct payment of such Benefit to a duly appointed  guardian,
committee or other legal  representative  of such person, or in the absence of a
guardian or legal representative, to a custodian for such person under a Uniform
Gifts to Minors Act or to any relative of such person by blood or marriage,  for
such person's benefit. Any payment made in good faith pursuant to this provision
shall fully  discharge  the Employer and the Plan of any liability to the extent
of such payment.

7.9  Correction  of Errors.  In the event an  incorrect  amount is paid to or on
behalf of a Covered Person any remaining payments may be adjusted to correct the
error. The Plan  Administrator may take such other action it deems necessary and
equitable to correct any such error.

7.10  Nondiscrimination  Rules.  The  Plan  shall  comply  with  all  applicable
nondiscrimination  rules under the Code and ERISA. Should the Plan be subject to
nondiscrimination  testing under the Code or any other  applicable law, the Plan
Administrator may make any decisions or elections, whether voluntary or required
by law,  necessary to facilitate such testing.  Any elections  required to be in
writing shall be stated from time to time in Appendices to the Plan.

7.11  Employer Successor.  Any successor entity to an Employer, by merger,
      ------------------
consolidation, purchase or otherwise, shall be substituted hereunder for such
Employer.

7.12  Indemnification.  Each  Employer  shall  indemnify  and hold  harmless the
Company,  the EPAC,  the Plan  Administrator,  and to the extent  not  otherwise
provided,  each  officer  and  employee of any  Employer  to whom are  delegated
duties,  responsibilities  and  authority  with  respect to the Plan against all
claims,  liabilities,  fines and penalties, and all expenses reasonably incurred
by or  imposed  upon  him  or her  (including  but  not  limited  to  reasonable
attorneys'  fees)  which  arise as a result of his or her good faith  actions or
failure to act in connection with the operation and  administration  of the Plan
to  the  extent  lawfully   allowable  and  to  the  extent  that  such  claims,
liabilities,  fines,  penalties,  or  expenses  are not  paid  for by  liability
insurance  purchased or paid for by an Employer.  Notwithstanding the foregoing,
an Employer shall not indemnify any person for any such amount incurred  through
any  settlement  or  compromise  of any action  unless the  Company  consents in
writing to such settlement or compromise.

7.13 Subrogation and Repayment.  This Plan shall be subrogated, to the extent of
any payment under this Plan to a Participant  herein,  to all the  recoveries or
rights of recovery of the Participant and such Participant's Dependents from any
and all third  parties  wholly or  partially  liable  for the loss or damage for
which  benefits  may be paid by the  Plan and  from  any and all  other  parties
obligated to pay such liability.  Any recovery obtained from a third party after
payment of benefits by and under this Plan shall be applied  first to  reimburse
this Plan for such payment and for all costs and expenses,  including reasonable
attorney's  fees,  incurred  in  obtaining  such  recover.  The  Participant  or
Dependent  shall execute and deliver such  instruments as may be required and do
whatever  else is  necessary  to secure  such  rights,  and shall do  nothing to
prejudice  the rights of this Plan or the Employer to actually  recover from any
third party. It is agreed that the Employer shall have no obligation  under this
Plan to recover  such  reimbursement  for a  Participant  or  Dependent  and the
Employer shall have a right to take any action it deems  necessary,  in its sole
discretion, to seek a recovery.

7.14 Effect on Workers' Compensation.  The Plan is not intended to be and is not
in lieu of any  Workers'  Compensation  Act  insurance  and does not  affect any
requirement for Workers'  Compensation Act insurance coverage,  except as may be
provided in the Component Documents.

                            [Signature page follows]


<PAGE>


      IN WITNESS  WHEREOF,  the  Company  has caused this Plan to be executed on
this 13th day of December, 2000.

                                         GALILEO INTERNATIONAL LLC




                                         By: /s/ Lyn Bulman

                                         Its: Senior Vice President


<PAGE>


                                   APPENDIX I

                               COMPONENT DOCUMENTS

      The terms, conditions and limitations of the Benefits described in Section
3 of the Plan are contained in the Component  Documents listed or set forth from
time to time in this Appendix I which are incorporated herein by reference.

      The Component  Document for medical and  prescription  drugs  benefits for
Covered  Persons  under  the  Plan is the  Group  Service  Agreement  with,  and
insurance  certificate  issued by,  Connecticut  General Life Insurance  Company
(Account #2408068), as in effect from time to time.



<PAGE>


EXHIBIT 10.57

[Explanatory Note:  Pursuant to Instruction 2 to Item 601 of Regulation S-K, the
Registrant has omitted from filing an agreement  dated June 18, 1998 between the
Registrant  and James E. Barlett,  which  agreement is identical in all material
respects to the agreement filed as this Exhibit 10.57,  except as to the details
identified by footnote herein and disclosed on the attached schedule.]

                          [Galileo International Logo]

June 18, 1998


Mr. James E. Barlett
13350 Buckland Hall Road
St. Louis, Missouri 63131


Dear Mr. Barlett:

Galileo  International,  Inc., a Delaware  corporation (the  "Company"),  hereby
grants to you,  [as of the date hereof] [1] (the "Date of Grant") and subject to
the conditions of the Company's  1997 Stock  Incentive Plan (the "Plan") and the
terms and conditions  hereinafter set forth,  Forty-Eight  Thousand Nine Hundred
Fifty (48,950) shares of Common Stock of the Company (the  "Restricted  Stock").
This letter agreement (the  "Restricted  Stock  Agreement")  shall evidence such
grant.

      1.    Definitions:  Capitalized  terms used  herein  without  definition
            -----------
shall have the meanings assigned to them in the Plan.

      2.    Date of Grant:  This grant shall take effect on the Date of Grant.
            -------------

      3.    Cost of  Restricted  Stock:  This  grant  of  Restricted  Stock is
            --------------------------
considered  a bonus for  services  rendered  to the Company and shall be at no
additional cost to you.

      4. Delivery of Restricted  Stock: The Restricted Stock shall be registered
in your  name as a matter of record as of the Date of Grant but shall be held in
custody by the  Secretary  of the  Company for your  account  until the later to
occur of (a) the expiration of the period during which the Restricted  Stock may
be forfeited  under Section 10, or (b) vesting of the Restricted  Stock pursuant
to Sections 7 and 9. Upon  release of the shares of  Restricted  Stock from such
custody,  the Secretary of the Company shall deliver to you (or your estate,  as
the case may be), as directed by the Committee,  a certificate for the number of
shares so released.

      5. Dividend  Rights:  You shall have full dividend  rights with respect to
each share of  Restricted  Stock,  beginning  with the Date of Grant,  and shall
retain such rights so long as such shares of Restricted  Stock are not forfeited
by you prior to vesting or disposed of by you after vesting.


<PAGE>


      6. Voting  Rights:  You shall have full voting rights with respect to each
share of Restricted  Stock,  beginning with the Date of Grant,  and shall retain
such rights so long as such shares of Restricted Stock are not forfeited by you,
reacquired by the Company or disposed of by you after vesting.

      7. Vesting:  [Twenty  percent (20%)] [2] of the shares of Restricted Stock
shall be deemed earned on the date of the first anniversary of the Date of Grant
and shall vest and be delivered to you free of any restriction imposed hereunder
(other than the  restrictions  set forth in Section 10 hereof) on such date, and
an additional [twenty percent (20%)] [3] of the shares of Restricted Stock shall
be deemed earned on the date of each subsequent anniversary of the Date of Grant
(each a  "Vesting  Date")  and shall  vest and be  delivered  to you free of any
restriction  imposed hereunder (other than the restrictions set forth in Section
10 hereof) on such dates; provided,  however, that except as provided in Section
9 below,  such shares shall vest and be delivered  only if you have  remained an
employee  of the  Company  for the entire  period  from the Date of Grant to the
relevant  Vesting  Date.  If you cease to be an  employee  of the Company at any
time,  then at such time all shares of Restricted  Stock not yet vested shall be
forfeited (except as provided in Section 9 below).

      8.  Non-Transferability:  No  share  of  Restricted  Stock  shall be sold,
transferred,  assigned, pledged or otherwise encumbered by you prior to vesting.
Any purported  transfer or  encumbrance  in violation of the  provisions of this
Section 8 shall be void,  and the  other  party to any such  purported  transfer
shall not obtain any rights to or interest in such Restricted Stock.

      9.    Accelerated Vesting:
            -------------------

      (a) Death:  On the date of your death while  serving as an employee of the
Company,  all shares of Restricted  Stock not yet vested due to the restrictions
set forth above shall become  immediately  vested and shall be delivered to your
estate; provided, however, that in no event shall any shares of Restricted Stock
vest  pursuant  to this  Section  9(a)  unless  such  date is at least  one year
following the Date of Grant.


<PAGE>


      (b) Termination Following a Change in Control: In the event of termination
of your  employment by the Company  without Cause (as defined in the  Employment
Agreement  between  you and the  Company,  dated as of even date  herewith  (the
"Employment  Agreement")),  or, in  certain  cases,  by you for Good  Reason (as
defined in the  Employment  Agreement),  within two years of a Change in Control
(as defined in the Plan),  all shares of Restricted  Stock not yet vested due to
the  restrictions set forth above shall become  immediately  vested and shall be
delivered  to you;  provided,  however,  that in no event  shall  any  shares of
Restricted  Stock vest  pursuant  to this  Section  9(b) unless the date of such
termination of your employment is at least one year following the Date of Grant.

      (c) Dissolution of the Company:  In the case of dissolution of the Company
during  your  service as an employee of the  Company,  all shares of  Restricted
Stock not yet  vested  due to the  restrictions  set forth  above  shall  become
immediately  vested  and shall be  delivered  to you and you shall  have all the
rights of a  stockholder  with  respect  to  participation  in the  dissolution;
provided,  however,  that in no event shall any shares of Restricted  Stock vest
pursuant to this  Section 9(c) unless the date of such  dissolution  is at least
one year following the Date of Grant.

      (d)  Retirement:  In the event that you retire from the  Company  with the
approval  of the Board of  Directors,  all  shares of  Restricted  Stock not yet
vested due to the restrictions set forth above shall become  immediately  vested
and shall be  delivered  to you;  provided  however,  that in no event shall any
shares of Restricted Stock vest pursuant to this Section 9(d) unless the date of
such retirement is at least one year following the Date of Grant.

      (e)  Discretion  of Committee:  Pursuant to Section V1.7 of the Plan,  the
Committee may accelerate the vesting of the Restricted  Stock at any time in its
sole  discretion;  provided  however,  that in no  event  shall  any  shares  of
Restricted  Stock vest  pursuant to this Section 9(e) until the date that is one
year following the Date of Grant.

      10. Forfeiture of Restricted Stock: Any share of Restricted Stock (whether
or not vested) shall be forfeited and such forfeited  shares shall revert to the
Company if (i) you violate any  noncompetition or  confidentiality  provision of
the Employment Agreement, (ii) you breach any provision of this Restricted Stock
Agreement or the Employment  Agreement or (iii) your employment with the Company
is terminated for Cause.

      11. Adjustment Upon Changes in Capitalization:  In certain  circumstances,
the number of shares of Restricted  Stock granted hereby may be adjusted to give
effect to any  increase  or  decrease  in the number of shares of issued  Common
Stock  resulting from a subdivision or  consolidation  of shares whether through
reorganization,  recapitalization,  stock split, reverse stock split,  spin-off,
split-off,  spin-out  or other  distribution  of assets to  stockholders,  stock
distribution or combination of shares,  assumption and conversion of outstanding
shares of Common  Stock due to an  acquisition  by the  Company  of the stock or
assets of any other corporation, or payment of any stock dividend.


<PAGE>


      12. Right to Continued  Service:  Nothing in this agreement shall obligate
the Company to continue your employment for any particular period, nor shall the
granting of the  Restricted  Stock  constitute  a request or consent to postpone
your retirement date.

      13.  Relation  to Other  Employee  Benefit  Plans:  Any  economic or other
benefit to you under this  Restricted  Stock Agreement shall not be included in,
nor have any  effect  on,  the  determination  of  benefits  to which you may be
entitled under any other employee benefit plan or similar  arrangement  provided
by the Company.

      14.  Notices:  Any notice to the Company  provided  for herein shall be in
writing to the Company, marked Attention: Senior Vice President, Human Resources
and Corporate Relations at Galileo International,  Inc., 9700 West Higgins Road,
Suite 400,  Rosemont,  Illinois  60018,  with a copy marked  Attention:  General
Counsel at the same address,  and any notice to you shall be addressed to you at
your address  currently on file with the Company.  Except as otherwise  provided
herein,  any written notice shall be deemed received when personally  delivered,
or five (5) days after mailed by United  States  registered  or certified  mail,
return receipt requested,  addressee only, postage prepaid. Any party may change
the address to which notices are to be given  hereunder by written notice to the
other party as herein specified, except that notices of changes of address shall
be effective only upon receipt.

      15.  Amendments:  Any  amendment  to the  Plan  shall be  deemed  to be an
amendment to this Restricted Stock Agreement to the extent that the amendment is
applicable hereto;  provided,  however, that no amendment shall adversely affect
your rights under this Restricted Stock Agreement without your consent. It shall
be conclusively  presumed that any adjustment for changes in  capitalization  as
provided in the Plan does not adversely affect your rights under this Restricted
Stock Agreement.

      16.  Withholding  Tax: When shares of Restricted  Stock are vested or upon
your earlier election  pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended (the "Code"), to be taxed at the time of the issuance to you of
the shares of Restricted Stock, you shall simultaneously  deliver to the Company
sufficient   cash  to  satisfy   federal  and  state   income  tax   withholding
requirements.  If you do not  deliver  such cash at such time,  the  Company may
withhold from any delivery of shares that number of shares  necessary to satisfy
federal and state  income tax  withholding  requirements  and/or the Company may
withhold  cash  compensation  to satisfy  such  requirements.  The  Company  may
withhold  from such sum such amounts as may be necessary to satisfy  federal and
state income tax withholding requirements.

      17. Relation to Plan:  This  Restricted  Stock Agreement is subject to the
terms and  conditions of the Plan. In the event of any  inconsistent  provisions
between this Restricted Stock Agreement and the Plan, the Plan shall govern. The
Committee acting pursuant to the Plan, as constituted from time to time,  shall,
except as expressly provided  otherwise herein,  have the right to determine any
questions that arise in connection with this Restricted Stock Agreement.

      18.  Successors  and  Assigns:  Without  limiting  Section 8  hereof,  the
provisions of this Restricted Stock Agreement shall inure to the benefit of, and
be binding upon, your successors,  administrators,  heirs, legal representatives
and assigns, and the successors and assigns of the Company.


<PAGE>


      19. Severability:  In the event that one or more of the provisions of this
Restricted  Stock  Agreement  shall be invalidated  for any reason by a court of
competent  jurisdiction,  any  provision  so  invalidated  shall be deemed to be
separable from the other provisions hereof, and the remaining  provisions hereof
shall continue to be valid and fully enforceable.

      20.   Governing  Law:  This   Restricted   Stock   Agreement   shall  be
            --------------
construed  in  accordance  with  and  governed  by the  laws of the  State  of
Delaware and, where  applicable,  the federal laws and regulations  referenced
herein.

      21.  Securities  Laws   Restrictions:   All  certificates  for  shares  of
Restricted Stock delivered to you shall be subject to such stock transfer orders
and other  restrictions  as the  Committee may deem  advisable  under the rules,
regulations,  and other requirements of the Securities and Exchange  Commission,
any  exchange  upon which the Common Stock is then  listed,  and any  applicable
federal or state securities law, and the Committee may cause a legend or legends
to be put on any  such  certificates  to  make  appropriate  reference  to  such
restrictions.  No shares of  Restricted  Stock shall be issued  pursuant to this
Restricted  Stock  Agreement  unless the Company shall have determined that such
issuance is in compliance with, or pursuant to an exemption from, all applicable
federal and state securities laws.


<PAGE>


Very truly yours,

GALILEO INTERNATIONAL, INC.



By:  _/s/   Anthony C. Swanagan_________________
      -------------------------
Name:__ _Anthony C. Swanagan_________________
       - -------------------
Title:____Senior Counsel_______________________
          --------------



Agreed to and accepted:


____/s/ James E. Barlett________________________
    --------------------
           James E. Barlett

-  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -


                            Schedule To Exhibit 10.57

            Set  forth  below  are the  material  details  in  which  the  filed
            agreement differs from an agreement (the "Omitted  Agreement") dated
            June 18, 1998 between the Registrant and James E. Barlett, which was
            omitted  from  filing  pursuant  to  Instruction  2 to  Item  601 of
            Regulation  S-K. The Omitted  Agreement  contains the text set forth
            below  instead of the bracketed  text  identified by the footnotes
            contained in the filed agreement.

                Footnote in                     Text of Omitted
            Filed Agreement                   Document

                  [1]                  "effective June 18, 1999"

                  [2]                  "Twenty-five percent (25%)"

                  [3]                  "twenty-five percent (25%)"






<PAGE>


CH:  1105559.3
EXHIBIT 10.58

                            GALILEO INTERNATIONAL LLC

                               DEPENDENT CARE PLAN

           (As Amended and Restated Effective as of January 1, 2000)



























<PAGE>



CH:  1105559.3
                            GALILEO INTERNATIONAL LLC

                               DEPENDENT CARE PLAN

           (As Amended and Restated Effective as of January 1, 2000)

      Effective as of January 1, 2000,  Galileo  International LLC hereby amends
and restates the Galileo  International  Dependent  Care Plan for the  exclusive
benefit of Plan Participants.

                           ARTICLE I. PURPOSE OF PLAN

      1.1  Purpose.  The  purpose  of the Plan is to provide  Participants  with
reimbursements for Dependent Care Expenses for which a dependent care tax credit
is not taken.  The Plan is intended to qualify as a "dependent  care  assistance
program" within the meaning of section 129 of the Code.

                             ARTICLE II. DEFINITIONS

      As used herein,  the  following  words and phrases will have the following
meanings respectively, unless the context otherwise requires:

      2.1 "Dependent Care Expenses" mean any  "employment-related  expenses" (as
defined in section  21(b)(2) of the Code) (1) that are incurred by a Participant
during  the  Plan  Year in  which  Elective  Contributions  and/or  Flex  Dollar
Contributions were credited to his Dependent Care Spending Account, (2) that are
not  incurred  prior  to the date the  Participant's  participation  in the Plan
commenced or after the date the Participant's  participation in the Plan ceased,
(3) that are not  reimbursed by any other source,  and (4) that are not payments
to an  individual  who is  related  to the  Participant  (as  defined in Section
21(d)(6) of the Code).

      2.2 "Flexible Benefits Plan" means the Galileo  International LLC Flexible
Benefits Plan, as amended from time to time.

      2.3 "Maximum Amount" means the Elective  Contributions  and/or Flex Dollar
Contributions credited to a Participant's Dependent Care Spending Account during
a Plan Year  pursuant to his election of Benefits  under the  Flexible  Benefits
Plan (and any modification of such election to comply with the nondiscrimination
requirements under Section 6.6 of this Plan or any modification  permitted under
Section 3.3 of the Flexible Benefits Plan); provided,  however, that such amount
may not  exceed  the  lesser  of (1)  $5,000  ($2,500  in the case of a  married
Participant who files a separate, rather than a joint, federal income tax return
for the  taxable  year),  or (2) the lower of the  "earned  income"  (within the
meaning  of  sections  21(d) and 129(e) of the Code) of the  Participant  or his
spouse.

      2.4  "Participant"   means  any  Eligible  Employee  who  has  elected  to
participate in the Plan in accordance  with Article III and whose  participation
has not terminated.


<PAGE>



                                        5

CH:  1105559.3
      2.5 "Plan" means the Galileo International Dependent Care Plan, as amended
from time to time.

      2.6  "Plan Year" means the calendar year.

      2.7 The following terms will have the same definitions as are specified in
Article II of the Flexible Benefits Plan:

                  "Administrator"
                  "Benefit"
                  "Change in Family Status"
                  "Claims Administrator"
                  "Code"
                  "Company"
                  "Contributions"
                  "Dependent Care Spending Account"
                  "Elective Contributions"
                  "Eligible Employee"
                  "Employer" (except that such Employers are listed in
Appendix I hereof)

The masculine gender,  whenever used herein, will include the feminine,  and the
singular will include the plural and vice versa, unless otherwise clear from the
context.


<PAGE>



                           ARTICLE III. PARTICIPATION

      3.1   Eligibility and Participation.
            -----------------------------

            (a) Each Eligible  Employee  shall be eligible to participate in the
      Plan on the first day of the first month on or after the Employee has been
      actively  employed by the Company for 30 days provided that he is actively
      employed on such date. An Eligible  Employee who is not actively  employed
      on such date shall become  eligible to participate in the Plan on the date
      on which his active employment  continues.  An Eligible Employee may elect
      to become a Participant by completing an election form in accordance  with
      the  procedures  under  Article  III of the  Flexible  Benefits  Plan  and
      electing to receive  reimbursement  of Dependent  Care Expenses  under the
      Plan.

            (b) An Eligible  Employee's  election to participate in the Plan and
      authorization of Elective  Contributions  and/or Flex Dollar Contributions
      will be  effective  as provided in  Sections  3.1 and 3.2 of the  Flexible
      Benefits Plan.

            (c) An election to participate in the Plan or to waive participation
      in the Plan will be irrevocable during the Plan Year, unless the change of
      election  rules  provided in Section  3.3 of the  Flexible  Benefits  Plan
      applies   or  a   modification   is   necessary   to   comply   with   the
      nondiscrimination requirements of Section 6.6 of the Plan.

      3.2 Termination of  Participation.  A Participant's  participation  in the
Plan will  terminate  on the  first to occur of the  following  events:  (a) the
termination of the Plan; (b) the termination of the  Participant's  status as an
Eligible Employee for any reason, including retirement;  (c) the date on which a
Participant  becomes  eligible  for  long-term  disability  benefits;   (d)  the
Participant's failure for any reason to make the Elective Contributions required
under the Flexible  Benefits  Plan with respect to Benefits  under this Plan; or
(e) the last day of any Plan Year in which the Participant elects to discontinue
participation  effective as of the first day of the  immediately  following Plan
Year. If a  Participant's  participation  in the Plan  terminates  during a Plan
Year, he will  nevertheless  be deemed a  participant  solely for the purpose of
receiving  reimbursement  of Dependent Care Expenses  incurred  during such Plan
Year (whether such expenses are incurred before or after such  termination),  up
to the amount of his Dependent Care Spending Account balance.

                    ARTICLE IV.  BENEFITS AND CONTRIBUTIONS

      4.1  Payments  Under the  Plan.  Upon  periodic  written  requests  of the
Participant  received  by the  Administrator  not  later  than  March  31 of the
succeeding  Plan  Year,  the  Administrator  will  reimburse  all or part of the
Dependent  Care Expenses  incurred by the  Participant  during such Plan Year in
accordance with rules and procedures established by the Administrator; provided,
however, that:


<PAGE>


            (a) any such payment during or in respect of a particular  Plan Year
      will be limited to the amount credited to the Participant's Dependent Care
      Spending Account at the time the reimbursement  request is received by the
      Administrator,  and all such  payments will be limited in the aggregate to
      the Participant's Maximum Amount; and

            (b) payments hereunder will be made only if the Participant supplies
      the  Administrator  with such  proof of the  Dependent  Care  Expenses  in
      question as the Administrator requires (including taxpayer  identification
      numbers).

      4.2   Source of Payments/Funding Limitations.
            --------------------------------------

            (a) All of the  amounts  payable  under the Plan will be paid by the
      Employers from their general assets with the Elective Contributions and/or
      Flex Dollar Contributions credited to the Dependent Care Spending Accounts
      established by the  Administrator  on its records for the Participants who
      elect this Benefit  under the Flexible  Benefits  Plan for a Plan Year. No
      interest or  earnings  will be credited  to the  Dependent  Care  Spending
      Accounts.  Nothing  herein  shall be  construed  to require an Employer to
      maintain  any  fund  or  segregate  any  amount  for  the  benefit  of any
      Participant  and no  Participant  or other  person  shall  have any  claim
      against,  right to, or security or other interest in, any fund, account or
      asset of the Employers from which any payment under the Plan may be made.

            (b)  The  sum  of  the   Elective   Contributions   credited   to  a
      Participant's  Dependent  Care  Spending  Account  during  the  Plan  Year
      pursuant to a Participant's election under the Flexible Benefits Plan (and
      any modification of an election) may not exceed the Maximum Amount.

      4.3 Forfeiture of Unused Benefits.  Any Elective Contributions credited to
a  Participant's  Dependent Care Spending  Account for a Plan Year which are not
used to reimburse Dependent Care Expenses will be forfeited;  provided, however,
that  amounts  contributed  during  a Plan  Year may be used to pay  claims  for
reimbursement of Dependent Care Expenses incurred during such Plan Year that are
submitted until March 31 of the succeeding Plan Year.  Forfeited amounts will be
used to pay the  administrative  expenses of this Plan and the Flexible Benefits
Plan.

            ARTICLE V.  ADMINISTRATION, AMENDMENTS AND TERMINATION

      5.1  Administration.  The  administration  of the Plan  will be under  the
supervision  of the  Administrator  or its  delegate  or a claims  administrator
chosen by the Company.  It will be a principal duty of the  Administrator to see
that the Plan is carried out, in  accordance  with its terms,  for the exclusive
benefit of Participants. The Administrator will have sole and absolute power and
authority to administer  the Plan and all of its details,  subject to applicable
requirements of law. For this purpose, the Administrator's  powers will include,
but will not be limited to, the following authority:

            (a)  To make and enforce such rules and regulations as it deems
      necessary or proper for the efficient administration of the Plan;



<PAGE>


            (b) To interpret the Plan, decide all questions  (including  factual
      questions) concerning the eligibility of any persons to participate in the
      Plan, make benefit determinations, and construe any ambiguous provision of
      the Plan,  correct any  defect,  supply any  omission,  or  reconcile  any
      inconsistency,  in such manner and to such extent as the  Administrator in
      its  sole   discretion  may   determine;   and  any  such  action  of  the
      Administrator will be binding and conclusive upon all Participants;

            (c)  To appoint such agents, counsel, accountants, consultants
      and other persons as may be required to assist in administering the
      Plan; and

            (d) To allocate and delegate its responsibilities under the Plan and
      to designate other committees, entities or persons to carry out any of its
      responsibilities  under  the  Plan.  Any such  allocation,  delegation  or
      designation  will be in  writing,  will be  reviewed  periodically  by the
      Administrator,   and  will  be   terminable   upon  such   notice  as  the
      Administrator  in its  discretion  deems  reasonable  and proper under the
      circumstances.

      5.2 Reliance on Tables,  etc. In administering the Plan, the Administrator
will be entitled,  to the extent  permitted by law, to rely  conclusively on all
tables,  valuations,  certificates,  opinions and reports which are furnished by
accountants, counsel or other experts employed or engaged by the Administrator.

      5.3   Nondiscriminatory   Exercise   of   Authority.   Whenever,   in  the
administration  of the Plan, any  discretionary  action by the  Administrator is
required,  the Administrator will exercise its authority in a  nondiscriminatory
manner so that all persons  similarly  situated will receive  substantially  the
same treatment.

      5.4 Indemnification of Administrator. The Employers agree to indemnify and
to defend to the  fullest  extent  permitted  by law any  person  serving as the
Administrator  or  as  a  member  of a  committee  designated  as  Administrator
(including any such persons who formerly served as  Administrator or as a member
of  such  committee)  against  all  liabilities,  damages,  costs  and  expenses
(including attorneys' fees and amounts paid in settlement of any claims approved
by the Company)  occasioned by any act or omission to act in connection with the
Plan, if such act or omission is in good faith.

      5.5 Expenses.  The expenses of administering the Plan, including,  without
limitation,   the  expenses  of  the  Administrator  properly  incurred  in  the
performance  of its duties under the Plan,  shall be paid by the  Employers,  as
directed by the Company.

      5.6   Amendment and Termination of Plan.
            ---------------------------------

            (a) The Company reserves the right to amend, modify or terminate the
      Plan at any  time  and  from  time  to time  without  the  consent  of any
      Participant or employee or Employer by action of its Managers or by EPAC.

            (b) The Company's  right to amend or terminate the Plan shall not be
      affected or limited in any way by an  Eligible  Employee's  retirement  or
      other termination of employment.  Prior practices by the Company shall not
      diminish in any way the rights granted to the Company under this Section.


<PAGE>


            (c) Any  such  amendment  or  termination  shall be  expressed  in a
      written  instrument  executed by an officer of the Company or the EPAC, as
      applicable.  Such an amendment or termination shall be effective as of the
      date  designated in such  instrument  or, if no such  effective date is so
      designated, on the date of the execution of such instrument.

                         ARTICLE VI. GENERAL PROVISIONS

      6.1 Employment  Rights.  The adoption and maintenance of the Plan will not
be deemed to constitute a contract of continuing  employment between an Employer
and any  Participant.  Nothing  contained  herein will be  construed to give any
Participant  the right to be  retained  in the  employment  of an Employer or to
interfere  with the right of an  Employer to  terminate  the  employment  of any
Participant at any time.

      6.2 Nonalienation of Benefits.  Except as otherwise  provided in the Plan,
no right or benefit under the Plan will be subject to anticipation,  alienation,
sale, assignment,  pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge such right or benefit will be
void.

      6.3   Claims Procedures.
            -----------------

            (a) Any  Participant  who believes  that he is entitled to receive a
      Benefit under the Plan must file a claim for reimbursement with the Claims
      Administrator.

            (b) Unless such claim is allowed in total, the Claims  Administrator
      will, within 90 days after such claim was filed (plus an additional period
      of 90 days  if  required  for  processing,  provided  that  notice  of the
      extension  of time is  given  to the  claimant  within  the  first  90-day
      period), cause written notice to be mailed to the claimant of the total or
      partial  denial of such  claim.  Such  notice  will be written in a manner
      calculated  to be  understood  by the  claimant  and will  include (1) the
      specific  reasons for the denial of the claim,  (2) specific  reference to
      the  provisions  of the Plan upon  which the denial of the claim is based,
      (3) a description of any additional material or information  necessary for
      the claimant to perfect the claim and an  explanation of why such material
      or  information  is  necessary,  and  (4) an  explanation  of  the  review
      procedure specified in paragraph (c) below. If a claimant does not receive
      any such  notice  from the Claims  Administrator  within 90 days after the
      date of filing the claim, his claim will be deemed to have been denied.


<PAGE>


            (c) Within 60 days after the denial of his claim,  the  claimant  or
      his duly authorized  representative  may appeal such denial by filing with
      the  Administrator  his written request for a review of his claim. If such
      an appeal is so filed within such 60-day period,  the  Administrator  will
      conduct a full and fair  review of such  claim and mail or  deliver to the
      claimant  a  written  decision  on the  matter  based on the facts and the
      pertinent  provisions  of the Plan within 60 days after the receipt of the
      request for review (unless special  circumstances  require an extension of
      up to 60 additional  days, in which case written  notice of such extension
      will  be  given  to  the  claimant  prior  to  the  commencement  of  such
      extension).  Such  decision  will be written in a manner  calculated to be
      understood  by the  claimant,  will  state the  specific  reasons  for the
      decision and the specific Plan  provisions on which the decision was based
      and will,  to the extent  permitted  by law,  be final and  binding on all
      interested  persons.  During such review,  the claimant  will be given the
      opportunity  to review  documents  that are  pertinent to his claim and to
      submit  issues and  comments in writing.  If the decision on review is not
      furnished  within such 60-day or 120-day  period,  as the case may be, the
      claim will be deemed to have been  denied on review.  To the extent that a
      named  fiduciary  is  appointed  for  purposes  of  conducting  the appeal
      described  above,  such  named  fiduciary  shall  have the same  powers to
      interpret the Plan and make factual  findings with respect  thereto as are
      given to the Administrator under Section 5.1(b) hereof.

      6.4 Illegality of Particular  Provision.  The illegality of any particular
provision of this Plan will not affect the other provisions but the Plan will be
construed in all respects as if such invalid provisions were omitted.

      6.5  Governing  Law. The Plan will be construed and enforced in accordance
with the Employee  Retirement  Income Security Act of 1974, as amended ("ERISA")
and the laws of the State of Iowa,  to the extent such laws are not preempted by
ERISA.

      6.6 Nondiscrimination. The Administrator intends to administer the Plan so
that Benefits payable hereunder will qualify for exclusion from the gross income
of  Participants  under  the  provisions  of  sections  129 and 125 of the Code,
including any prohibitions against discrimination in favor of "key employees" or
"highly  compensated  participants"  (as defined in Code section 125) or "highly
compensated employees" or "principal shareholders or owners" (as defined in Code
section 129).  If necessary,  the  Administrator  will reduce the  Contributions
designated to pay for Dependent Care Expenses by each  Participant who qualifies
as a key employee,  principal  shareholder or owner, highly compensated employee
or a highly  compensated  participant  on a pro rata  basis to a level  that the
Administrator has determined will satisfy any relevant  nondiscrimination tests.
The Administrator  will automatically  convert such excess  Contributions into a
cash  Benefit  under the  Flexible  Benefits  Plan  without  the  consent of the
affected Participants. If an affected Participant has allocated Contributions to
his Dependent Care Spending Account,  the Participant's  Elective  Contributions
will be  reduced to zero,  to the extent  necessary  to  achieve  such  pro-rata
reduction of Benefits.

      6.7  Facility of Payment.  Whenever any  Participant  entitled to Benefits
under the Plan shall be under a legal disability or, in the sole judgment of the
Administrator  shall  otherwise  be  unable  to apply  Benefits  to his own best
interest and advantage,  or is deceased,  the  Administrator may make payment to
his legal  representative,  and such  payment  shall  completely  discharge  the
liability of the Employers for such Benefits.

            IN WITNESS WHEREOF, the Company has executed this document this 13th
day of December, 2000, to be effective as of January 1, 2000.


<PAGE>


                              GALILEO INTERNATIONAL LLC



                              By: Lyn Bulman
                                 ---------------------------------------
                                 Title: Senior Vice President


<PAGE>


                                   APPENDIX I

                                ADOPTING ENTITIES

            (a)   Galileo International LLC
            (b)   Effective January 1, 2001, Quantitude, Inc.
            (c)   Effective January 1, 2001, Trip.com (except that no Flex
                  Dollars shall be contributed to the Plan with respect to
                  any eligible employee of Trip.com)

<PAGE>

Exhibit 11.1

COMPUTATION OF EARNINGS PER SHARE
    (in thousands, except per share data)

<TABLE>

                                                  2000         1999        1998
                                                ---------    ----------  ----------

<S>                                             <C>          <C>         <C>
Net income                                      $ 148,889    $ 218,208   $ 195,614


Weighted average shares issued                   105,053       104,899     104,807
Weighted average treasury stock                  (15,081)       (6,758)        (11)
                                                ---------    ----------  ----------
    Weighted average shares outstanding           89,972        98,141     104,796

Effect of dilutive options and restricted stock      378           673         390
                                                ---------    ----------  ----------
    Diluted weighted average shares outstanding   90,350        98,814     105,186


Earnings per common share:
    Basic earnings per share                        1.65          2.22        1.87
                                                =========    ==========  ==========
    Diluted earnings per share                      1.65          2.21        1.86
                                                =========    ==========  ==========

</TABLE>

<PAGE>


Exhibit 21.1

Subsidiares of the Registrant

<TABLE>



Name                                 Ownership                       Place of

                                                                     Incorporation/
                                                                     Organization

<S>                                  <C>                             <C>
Apollo Galileo Mexico S.A. de C.V.   99% Apollo Galileo USA          Mexico
Edificio Corporativo Polanco         Partnership
Jaime Balmes #8                      1% Non-Galileo Entity
Mezannine 7 y 8
Col. Los Morales Polanco
11570 Mexico D.F.C.P. MEXICO

Apollo Galileo USA Partnership       99% Apollo Galileo USA Sub I,   Delaware, United
9700 W. Higgins Road, Suite 400      Inc.                            States
Rosemont, Illinois 60018 USA         1% Apollo Galileo USA Sub II,
                                      Inc.

Apollo Galileo USA Sub I, Inc.       100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      L.L.C.                          States
Rosemont, Illinois 60018 USA

Apollo Galileo USA Sub II, Inc.      100% Galileo International,     Delaware,United States
9700 W. Higgins Road, Suite 400      L.L.C.
Rosemont, Illinois 60018 USA

Covia Canada Partnership Corp.       100% Galileo International,     Canada
c/o Fasken Martineau DuMoulin        L.L.C.
Toronto Dominion Bank Tower, Box
20, Suite 4200
Toronto-Dominion Center

Toronto, Ontario M5K 1N6 CANADA

Distribution Systems, Inc.           100% Galileo BA, Inc.           Delaware, United
9700 W. Higgins Road, Suite 400                                      States
Rosemont, Illinois  60018 USA

Galileo Asia Limited                 100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      L.L.C.                          States
Rosemont, Illinois 60018 USA

Galileo BA, Inc.                     100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      Inc.                            States
Rosemont, Illinois 60018 USA

Galileo Belgium S.A.                 99% The Galileo Company         Belgium
Boulevard du Regent (Iaan) 54        1% Galileo France SARL
Fifth Floor
1000 Brussels, BELGIUM

Galileo Brasil Limited               100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      L.L.C.                          States
Rosemont, Illinois 60018 USA

Galileo Canada Distribution Systems  100% Galileo Canada Holding     Canada
Inc. 3330 Front Street W. 7th        Inc.
Toronto, Ontario M5V 3B7 CANADA

Galileo Canada Holding Inc.          100% Galileo International,     Canada
c/o Fasken Martineau DuMoulin        Inc.
Toronto Dominion Bank Tower, Box
20, Suite 4200
Toronto-Dominion Center

Toronto, Ontario M5K 1N6 CANADA

Galileo Canada Two Inc.              99% Galileo Canada ULC          Canada
c/o Fasken Martineau DuMoulin        1% Galileo Canada Holding Inc.
Toronto Dominion Bank Tower, Box
20, Suite 4200
Toronto-Dominion Center

Toronto, Ontario M5K 1N6 CANADA

Galileo Canada ULC                   100% Galileo International,     Nova Scotia, Canada
c/o Stewart McKelvey Stirling Scales Inc.
1959 Upper Water Street
P.O. Box 997
Halifax, Nova Scotia B3J 2X2 CANADA

Galileo Deutschland GmbH             100% The Galileo Company        Germany
Dusseldorfer Strasse 4-8
60329 Frankfurt GERMANY

Galileo do Brasil & Cia              99% Galileo Latin America,      Brazil
Avenida Paulista                     L.L.C.
475-8(degree)Andar                   1 % Galileo Brasil Limited
Edificia Kyoei
CEP 01311-908
Sao Paulo - SP BRAZIL

Galileo Espana, S.A.                 100% The Galileo Company        Spain
Peonias 2
Edificio Piovera Azul
28042 Madrid SPAIN

Galileo France SARL                  100% The Galileo Company        France
7/13 Paul-Emile Victor
92521 Neuilly-sur-Seine Cedex FRANCE

Galileo International B.V.           100% Galileo International,     The Netherlands
World Trade Centre, Amsterdam        Inc.
Airport
Schiphol Boulevard 249, 1118 BH
Luchthaven Schiphol,
THE NETHERLANDS

Galileo International Limited        100% Galileo International,     United Kingdom
Galileo House                        Inc.
2 Windsor Dials
Arthur Road
Windsor, Berkshire SL 1RS

UNITED KINGDOM

Galileo International, L.L.C.        100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      Inc.                            States
Rosemont, Illinois 60018 USA

Galileo International Services, Inc. 100% Apollo Galileo USA         Delaware, United
11, Gogolevsky Blvd.                 Partnership                     States
Moscow 121019 RUSSIA

Galileo Latin America, L.L.C.        99% Galileo International,      Delaware, United
9700 W. Higgins Road, Suite 400      L.L.C.                          States
Rosemont, Illinois 60018 USA         1% Galileo Brasil Limited

Galileo Nederland B.V.               100% Galileo International,     The Netherlands
Neptunusstraat 35                    Inc.
2132 JA Hoofddorp
P.O. Box 3064, 2139 KB
THE NETHERLANDS

Galileo Nordiska AB                  100% Galileo International,     Sweden
Oxtorgsgatan                         Inc.
P.O. Box 7512
10392 Stockholm SWEDEN

Galileo Portugal Limited             100% The Galileo Company        United Kingdom
Edif. Amadeu Souza Cardoso
Alameda Antonia Sergio 22 - 3(degree) A

Miraflores

1498-132 ALGES PORTUGAL

Galileo Switzerland AG               100% Galileo International,     Switzerland
Grindelstrasse 6                     Inc.
8303 Basserdorf SWITZERLAND

Galileo United Kingdom Limited       100% Galileo International,     United Kingdom
Galileo House                        Inc.
2 Windsor Dials
Arthur Road
Windsor, Berkshire SL 1RS

UNITED KINGDOM

Galileo Technologies, Inc.           100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      L.L.C.                          States
Rosemont, Illinois 60018 USA

Galileo Venezuela, C.A.              99% Galileo International, Inc. Venezuela
Av. Francisco de Miranda             1% Galileo International,
Torre Provincial, Torre A            L.L.C.
Piso 7, Oficinia 71, Chacao 1060
Caracas VENEZUELA

GIO Services, L.L.C.                 100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      L.L.C.                          States
Rosemont, Illinois 60018 USA

Jogwin Limited                       100% The Galileo Company        United Kingdom
Galileo House
2 Windsor Dials
Arthur Road
Windsor, Berkshire SL 1RS

UNITED KINGDOM

Magellen Technologies, Inc.          100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      Inc.                            States
Rosemont, Illinois 60018 USA

Quantitude, Inc.                     100% Galileo International,     Delaware, United
11551 East Arapahoe                  Inc.                            States
Englewood, Colorado 80112 USA

Quantitude United Kingdom Limited    100% Quantitude, Inc.           United Kingdom
Galileo House
2 Windsor Dials
Arthur Road
Windsor, Berkshire SL 1RS

UNITED KINGDOM

S.D. Shepherd Systems, Inc.          100% Galileo International,     Delaware, United
1401 Manatee Ave., W., Suite 1000    Inc.                            States
Bradenton, Florida 34205 USA

Terren Corporation                   100% Galileo Canada Holding,    Canada
c/o Fasken Martineau DuMoulin        Inc.
Toronto Dominion Bank Tower, Box
20, Suite 4200
Toronto-Dominion Center

Toronto, Ontario M5K 1N6 CANADA

The Galileo Company                  99% Galileo International,      United Kingdom
Galileo House                        L.L.C.
2 Windsor Dials                            1% Non-GI Entities
Arthur Road
Windsor, Berkshire, SL4 1RS

UNITED KINGDOM

Travel Industries, Inc.              100% Trip.com, Inc.             Delaware, United
9700 W. Higgins Road, Suite 400                                      States
Rosemont, Illinois  60018 USA

Trip.com, Inc.                       100% Galileo International,     Delaware, United
9700 W. Higgins Road, Suite 400      Inc.                            States
Rosemont, Illinois  60018 USA


</TABLE>











<PAGE>

Exhibit 23.1








                               CONSENT OF KPMG LLP

The Board of Directors
Galileo International, Inc.:




We consent to incorporation by reference in the Registration  Statements on Form
S-8  (#333-55767,  #333-71507,  #333-77421,  and  #333-40378)  and on  Form  S-3
(#333-45334)  of Galileo  International,  Inc. of our report  dated  January 26,
2001,  except as to Note 15, which is as of February  22, 2001,  relating to the
consolidated balance sheets of Galileo  International,  Inc. and subsidiaries as
of December 31, 2000 and 1999 and the related consolidated statements of income,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended  December  31,  2000,  which report is included in the December 31,
2000 annual report on Form 10-K of Galileo International, Inc.

Chicago, Illinois
March 12, 2001





<PAGE>


EXHIBIT 24.1

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned,  being a
director  or  officer  or  both  of  Galileo  International,  Inc.,  a  Delaware
corporation (the "Company"),  hereby  constitutes and appoints James E. Barlett,
Cheryl Ballenger,  and Anthony C. Swanagan and each of them, his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her  name,  place and stead in any
and all  capacities,  to sign the Annual  Report for the  Company's  fiscal year
ended December 31, 2000 on Form 10-K under the Securities  Exchange Act of 1934,
as amended, or any amendments or documents  supplemental  thereto,  each in such
form as they or any one of them,  may  approve,  and to file  the same  with all
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done so that such Annual Report shall comply
with the Securities  Exchange Act of 1934, as amended,  and the applicable Rules
and Regulations  adopted or issued pursuant thereto, as fully and to all intents
and  purposes  as he or she might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents, or any of them or their
substitute  or  resubstitute,  may  lawfully  do or cause  to be done by  virtue
hereof.

      IN WITNESS WHEREOF,  each of the undersigned has hereunto set his or her
hand this 22nd day of February, 2001


/s/ James E. Barlett                      /s/ Mina Gouran
------------------------------            -----------------------------
James E. Barlett                          Mina Gouran
Chairman, President and Chief             Director
Executive Officer (principal
executive officer)


/s/ Cheryl Ballenger                             /s/ Matthew F. C. Miau
------------------------------------------       -----------------------
Cheryl Ballenger                          Matthew F. C. Miau
Director, Executive Vice President,       Director
Chief Financial Officer and Treasurer
(principal financial and accounting
officer)


/s/ Anthony C. Swanagan
------------------------------------------      ------------------------
Anthony C. Swanagan                       Georges P. Schorderet
Director, Senior Vice President,          Director
General Counsel and Secretary


/s/ Graham W. Atkinson
------------------------------------------                             -
Graham W. Atkinson                        Andrew P. Studdert
Director                                  Director


/s/ Wim Dik                               /s/ Kenneth Whipple
------------------------------            -----------------------------
Wim Dik                                   Kenneth Whipple
Director                                  Director

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned,  being a
director  or  officer  or  both  of  Galileo  International,  Inc.,  a  Delaware
corporation (the "Company"),  hereby  constitutes and appoints James E. Barlett,
Cheryl Ballenger,  and Anthony C. Swanagan and each of them, his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her  name,  place and stead in any
and all  capacities,  to sign the Annual  Report for the  Company's  fiscal year
ended December 31, 2000 on Form 10-K under the Securities  Exchange Act of 1934,
as amended, or any amendments or documents  supplemental  thereto,  each in such
form as they or any one of them,  may  approve,  and to file  the same  with all
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done so that such Annual Report shall comply
with the Securities  Exchange Act of 1934, as amended,  and the applicable Rules
and Regulations  adopted or issued pursuant thereto, as fully and to all intents
and  purposes  as he or she might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents, or any of them or their
substitute  or  resubstitute,  may  lawfully  do or cause  to be done by  virtue
hereof.

IN WITNESS  WHEREOF,  each of the undersigned has hereunto set his or her hand
this day 27th day of February, 2001



James E. Barlett                          Mina Gouran
Chairman, President and Chief             Director
Executive Officer (principal
executive officer)



Cheryl Ballenger                          Matthew F. C. Miau
Director, Executive Vice President,       Director
Chief Financial Officer and Treasurer
(principal financial and accounting
officer)



Anthony C. Swanagan                       Georges P. Schorderet
Director, Senior Vice President,          Director
General Counsel and Secretary


                                          /s/ Andrew P. Studdert
------------------------------            -----------------------------
Graham W. Atkinson                        Andrew P. Studdert
Director                                  Director



Wim Dik                                   Kenneth Whipple
Director                                  Director

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned,  being a
director  or  officer  or  both  of  Galileo  International,  Inc.,  a  Delaware
corporation (the "Company"),  hereby  constitutes and appoints James E. Barlett,
Cheryl Ballenger,  and Anthony C. Swanagan and each of them, his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her  name,  place and stead in any
and all  capacities,  to sign the Annual  Report for the  Company's  fiscal year
ended December 31, 2000 on Form 10-K under the Securities  Exchange Act of 1934,
as amended, or any amendments or documents  supplemental  thereto,  each in such
form as they or any one of them,  may  approve,  and to file  the same  with all
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done so that such Annual Report shall comply
with the Securities  Exchange Act of 1934, as amended,  and the applicable Rules
and Regulations  adopted or issued pursuant thereto, as fully and to all intents
and  purposes  as he or she might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents, or any of them or their
substitute  or  resubstitute,  may  lawfully  do or cause  to be done by  virtue
hereof.

IN WITNESS  WHEREOF,  each of the undersigned has hereunto set his or her hand
this 7th day of March, 2001



James E. Barlett                          Mina Gouran
Chairman, President and Chief             Director
Executive Officer (principal
executive officer)



Cheryl Ballenger                          Matthew F. C. Miau
Director, Executive Vice President,       Director
Chief Financial Officer and Treasurer
(principal financial and accounting
officer)


                                          /s/ Georges P. Schorderet
------------------------------            -----------------------------
Anthony C. Swanagan                       Georges P. Schorderet
Director, Senior Vice President,          Director
General Counsel and Secretary



Graham W. Atkinson                        Andrew P. Studdert
Director                                  Director



Wim Dik                                   Kenneth Whipple
Director                                  Director





<PAGE>






EXHIBIT 99

                                  RISK FACTORS

Set  forth  below  and  elsewhere  in  this  report  are  cautionary  statements
identifying  important  factors  that  could  cause  actual  results  to  differ
materially from the results contemplated by the forward-looking  statements made
by us, whether oral or written.  Accordingly,  any such statements are qualified
in their entirety by reference to, and are accompanied by, the following  risks,
as well as the other information  contained or incorporated by reference in this
report.

We Face the Pressures of a Competitive Industry

The markets in which we operate are highly  competitive.  Our electronic  travel
distribution    business   competes    primarily   against   other   large   and
well-established  global  distribution  systems.  Our principal  competitors are
Sabre   Holdings   Corporation,   Worldspan   L.P.  and  Amadeus  Global  Travel
Distribution,  S.A., each of which offers many services similar to our services.
Factors affecting  competitive success of electronic global distribution systems
include  depth  and  breadth  of  information,   functionality,   ease  of  use,
reliability,  service  and  incentives  to  customers,  and  range  of  products
available  to travel  providers,  travel  agents  and  consumers.  We believe we
compete   effectively   with  respect  to  each  of  these  factors.   Increased
competition,  however,  could  require us to  increase  incentives,  to increase
spending on marketing or product  development  or otherwise to take actions that
might adversely affect our results of operations.


Competition to Attract and Retain Travel Agency Subscribers Could Have a
Negative Effect on Our Business

Competition  to attract and retain travel  agency  subscribers  is intense.  The
failure  to renew  travel  agency  contracts  or obtain  new  subscribers  could
negatively impact our business.  In highly competitive  markets, our competitors
and we  offer  incentive  payments  to  travel  agency  subscribers  if  certain
productivity or booking volume growth targets are achieved.  Although  continued
expansion  of  the  use  of  incentive   payments  could  adversely  affect  our
profitability,  our failure to continue to make these  payments  could result in
the loss of some travel  agency  subscribers.  If we were to lose a  significant
portion of our current  base of travel  agencies to a  competitor  or if we were
forced  to  increase  the  amounts  of  incentive  payments  significantly,  our
business,  financial  condition or results of operations would be materially and
adversely  affected.  In addition,  our five largest  travel  agency  subscriber
customers accounted for an aggregate of 22% of our bookings in 2000. The loss of
bookings generated by one or more of these travel agencies, without replacement,
could negatively impact our business.

An Increase in Direct Access to Travel Vendors Could Hurt Our Business

Travel  vendors  have   increasingly  been  providing  direct  access  to  their
reservation  systems  through their web sites,  which could  potentially  bypass
CRSs. A significant increase in direct access to travel vendors, without the use
of a CRS, would have a material adverse effect on our results of operations.

An  Increase  in Bookings on  Internet  Travel  Sites Could  Adversely  Affect
Business

Consumers are increasingly making more travel reservations through online travel
web sites and less through traditional  "brick-and-mortar" travel agencies. This
channel  shift  could  adversely  affect our  business,  as our market  share of
bookings  through  Internet web sites is currently lower than in the traditional
brick-and-mortar  agency  channel.  Although  we seek  to  expand  our  Internet
presence and have developed several products and enhancements to enable us to do
so, we cannot assure you that these efforts will be successful. If we are unable
to  respond  to these  changes,  we may not be able to  effectively  pursue  our
strategy of  penetrating  these markets or may not be able to derive  sufficient
benefit  from  expansion  into these  markets.  Our  failure to respond to these
trends  rapidly  and  adequately  could  have a material  adverse  effect on our
business.

Failure to Maintain  Technological  Competitiveness  and to Make Technological
Innovations May Have a Negative Effect on Our Business

It is  important  that  we  make  timely  and  cost-effective  enhancements  and
additions to our  technology  and  introduce new products that meet the business
demands  of our travel  vendor  and  subscriber  customers.  The  success of new
products depends on several factors, including:

        o   identifying and responding to industry trends on a timely basis;

        o   identifying the needs of travel vendors and subscribers;

        o   developing and introducing new products in a timely manner;

        o   managing the cost of new product development;

        o   differentiating new products from those of our competitors; and

        o   achieving market acceptance of new products,  including our Internet
            products.

Our business could suffer if we fail to adequately  respond to industry  trends,
if we fail to identify and develop new products in a timely manner,  if products
developed by others render our  offerings  obsolete or  noncompetitive  or if we
make  substantial   investments  in  technologies  that  do  not  achieve  broad
acceptance in the marketplace.

Our Technology Costs Are Substantial and Cannot Be Quickly Reduced in Response
to a Reduction in Revenue

We have made a significant  investment in our  technology  infrastructure.  As a
result,  our operating expenses are largely fixed and our technology costs would
remain  relatively  constant  over a period of time even if our booking  volumes
were to decline. A prolonged reduction in booking volumes could adversely affect
our financial condition if we could not reduce these fixed costs.

Damage to Key Data Facilities Could Adversely Affect Our Business

Our data and transaction  processing  services are dependent on our Data Center,
located near Denver, Colorado. Although we believe that we have taken sufficient
precautions  to protect this  facility,  a natural or manmade  disaster or other
calamity  that causes  significant  damage to the facility or our systems  would
adversely affect our business. We also rely on several communications  companies
in the United States and  internationally to provide network connections between
our Data Center and our travel vendor and  subscriber  customers.  If any of the
communications  companies are unable to provide the network  connections and our
contingency plans fail, our business would suffer.

Our Network and  Software  Are  Vulnerable  to Security  Breaches  and Similar
Threats  That  Could  Result  in  Our  Liability  for  Damages  and  Harm  Our
Reputation.

Despite  the   implementation  of  security   measures,   the  core  of  our  IT
infrastructure  could be  vulnerable  to computer  viruses,  break-ins,  network
attacks and similar  disruptive  problems.  If any of these events occurred,  we
could be liable for damages and our reputation could suffer,  thereby  deterring
potential   customers  from  working  with  us.  Security   problems  caused  by
unathorized  third  parties  could  lead to  interruptions  and delays or to the
cessation of service to our  customers.  Furthermore,  inappropriate  use of the
network by  unauthorized  third  parties could also  jeopardize  the security of
confidential  information  stored in our  computer  systems  and in those of our
customers.

Although we intend to continue to implement industry-accepted security measures,
the  measures  we  implement  could be  circumvented.  The costs  and  resources
required to eliminate  computer  viruses and alleviate  other security  problems
could result in interruptions,  delays or cessation of service to our customers,
which could hurt our business.

We Are Subject to United States Governmental Regulation

U.S.  Federal  regulations,  which we refer to in this  report  as the U.S.  CRS
Rules, govern several elements of the computerized  reservation system industry.
If a CRS is offered to travel  agencies  within the United States,  the U.S. CRS
Rules apply to the operation of that system and its marketing to travel agencies
and airlines.  The U.S. CRS Rules require an airline that directly or indirectly
owns five  percent or more of a CRS to  participate  in all other  airline-owned
CRSs at the same level of functionality at which it participates in its own CRS.
Accordingly,  CRS owners such as Delta Airlines,  Northwest Airlines and TWA all
participate at high levels of functionality  within our systems.  Although we do
not believe that any of these airlines would terminate its  participation in our
systems   entirely,   certain  airlines  have  indicated  that  they  would  not
participate  equally  in all CRSs in the  absence  of the U.S.  CRS  Rules.  The
expiration  of the U.S. CRS Rules has been  extended by the U.S.  Department  of
Transportation  through  March 31,  2001,  and we expect  that the rules will be
further extended beyond this date. If the U.S. CRS Rules expire as planned,  the
decision by several  airlines to downgrade  their  participation  in our systems
could result in a  significant  decrease in fees from these  airlines.  This, in
turn, could have a material adverse effect on our business,  financial condition
and results of operations.

We Are Subject to European Union Governmental Regulation

We also are  subject to  regulation  in the  European  Union.  We refer to these
regulations  as the EU CRS  Rules.  The main  purpose  of the EU CRS Rules is to
encourage free  competition  among airline  vendors by ensuring that all airline
vendors and subscribers  have equal access to all CRSs operating in the European
Union  and  that  the   systems   and   displays   of  CRSs  are   neutral   and
non-discriminatory to all airline vendors, regardless of the size of the airline
and whether or not it is an owner of a CRS.

The EU CRS Rules  state that fees  charged  by CRSs must be  non-discriminatory,
reasonably structured and reasonably related to the cost of the service provided
and used. In particular, the fees charged by a CRS must be the same for the same
level of service. CRS bills must be sufficiently detailed to allow participating
airlines  and  subscribers  to see  exactly  which  services  have been used and
participating airlines may disallow certain bookings unless they have previously
accepted them. The European  Commission could challenge our fee structure or put
pressure on us to reduce fees charged to certain vendors.  Any such action could
have the effect of decreasing  revenues  earned by us in Europe.  This, in turn,
could have a material  adverse effect on our business,  financial  condition and
results of operations.

A Decline in Air Travel Could Hurt Our Business

Because most of our revenues come from the travel industry, events affecting the
travel industry can significantly  affect our earnings.  In particular,  because
much of our revenue consists of fees generated by airline bookings, our earnings
are  especially  sensitive to events that affect airline travel and the airlines
that  participate  in our systems.  Political  instability,  armed  hostilities,
terrorism,  deep  recession,   inflation,   strikes,  lockouts  or  other  labor
disturbances  may,  if they  cause a  significant  decline  in the volume of air
travel or an overall  downturn  in the  business  and  operations  of our travel
vendor  customers,  adversely  affect  our  business.  In  addition,  the travel
industry is seasonal in nature.  Bookings,  and thus fees  charged for  bookings
through the Galileo and Apollo systems,  decrease significantly each year in the
fourth  quarter,  primarily in December,  due to early bookings by customers for
travel during the holiday season and due to a decrease in business travel during
the holiday season.

Our Business Relies on Our  Proprietary  Software and  Intellectual  Property,
Which May Be Vulnerable to Third Party Use

Some  of  our  significant   assets  are  our  software  and  other  proprietary
information  and  intellectual  property  rights.  We rely on a  combination  of
copyright and trademark  laws,  trade  secrets,  confidentiality  procedures and
contractual  provisions  to protect  these  assets.  Our  software  and  related
documentation,  however,  are  protected  principally  under  trade  secret  and
copyright laws, which afford only limited protection.  In addition,  the laws of
some foreign  jurisdictions  may provide less  protection in such  jurisdictions
than the laws of the United States for our proprietary rights.  Unauthorized use
of our  intellectual  property  could  have a  material  adverse  effect  on our
business, and we cannot assure you that the legal remedies available to us would
adequately compensate us for the damages to our business caused by such use.

Risks Related to Quantitude

It is important  that we execute our business  plan for  Quantitude,  our wholly
owned  telecommunications  network  services  subsidiary  formed in March  2000.
Although Galileo has operated an extensive  telecommunications network since its
inception,  we only recently  developed  Quantitude's  business  strategies  and
commenced  offering these  services to  unaffiliated  third parties.  Because of
Quantitude's  limited  operating  history,  you should  consider that it has the
risks of an early stage  company in a new and  rapidly  evolving  market.  These
risks and operating  complexities  are in addition to those we otherwise face in
operating  and  expanding  our  existing  business.  To  overcome  these  risks,
Quantitude must:

        o   deliver a new  Internet  protocol-based  network to  Galileo  and to
            outside   customers   within  the  cost  and  time  frame  currently
            estimated, which is a significant undertaking;

        o   attract and retain customers other than Galileo;

        o   obtain services from third party providers;

        o   respond to competitive developments, including current and potential
            competitors that have greater  financial,  marketing,  and technical
            resources than Quantitude does;

        o   develop billing,  back-office and information systems to accommodate
            telecommunications-related services;

        o   effectively manage the growth of its operations; and

        o   comply with applicable laws and regulations.

We Cannot Predict the Impact of any Strategic  Alternatives  that our Board of
Directors May Pursue

In October 2000, our Board of Directors authorized management to explore various
strategic alternatives in an effort to maximize value to our stockholders.  Such
strategic alternatives could include, among other things, a change in control of
the company or a significant  restructuring  of our  business.  We are unable to
predict  whether any  strategic  alternatives  on  acceptable  terms will become
available.


<PAGE>



We May be Unable to  Successfully  Integrate  Businesses  that We Acquire into
our Core Business

One  component of our  strategy is to make  strategic  acquisitions  and to form
strategic alliances from time to time, such as national  distribution  companies
and  Trip.com,  which we  acquired  in 2000.  We cannot  assure you that we will
acquire any businesses in the future, or that if we do acquire a business,  that
we  will  be  able  to  successfully   integrate  and  profitably  manage  these
businesses.  In addition,  we cannot assure you that these  acquired  businesses
will  achieve  and/or  maintain  revenue  and  profitability  that  justify  our
investment in them or that  acquisitions will not have a material adverse effect
on our results of operations, financial condition or business prospects.

The Loss of Some of our Key Employees Could Adversely Affect our Business

We believe  that our future  success will depend in large part on our ability to
attract  and  retain  highly  skilled  managerial,  professional  and  technical
personnel. We face significant competition in attracting and retaining personnel
who  possess  the skills  that are vital to the  success of our  business.  As a
result of this competition, we may experience a shortage of qualified personnel,
which could have a material adverse effect on us.


Our business is managed by a relatively  small number of senior  management  and
key operating  personnel.  Losing some members of the senior  management team or
key operating personnel could have a material adverse effect on us.