Exhibit 10.11

[SABRE HOLDINGS LETTERHEAD]

December 1,
2003

Mr. Michael
S. Gilliland
3518 Gillon Avenue
Dallas, Texas 75205

Dear
Sam:

This
letter agreement ("Agreement") will confirm our mutual understanding with respect to your employment by Sabre Inc. effective as of December 1, 2003.

1.     Job Description / Title / Duties

On or about December 1, 2003, you will be nominated by the Governance and Nominating Committee of the Board of Directors ("Governance and Nominating
Committee") for election by the Board of Directors to the position of President and Chief Executive Officer ("CEO") of Sabre Holdings Corporation ("Sabre Holdings," and collectively with
Sabre Inc., "the Company"). You will be elected to those positions by the Board of Directors to be effective at 7:30 PM on December 1, 2003 (the "Election Time"). At the Election Time,
you will give up your current position as Executive Vice President of the Company, and as President and CEO of Travelocity, and will assume the position of President and CEO of the Company.
Thereafter, you will perform all of the functions that are consistent with that position, as described in the Bylaws of the Company and as determined by the Board of Directors. You shall perform all
such duties faithfully, industriously, and to the best of your experience and talent, and to the satisfaction of the Board of Directors. Except as otherwise expressly provided in this Agreement, you
shall agree to abide by all the Company policies and directives applicable to you.

2.     Director Position

On or about December 1, 2003, you will also be nominated by the Governance and Nominating Committee for election as a Director of the Company. You will be
elected effective at the Election Time to the class of Directors with terms expiring at the annual meeting in May 2005.

3.     Reporting Relationship

You shall report directly and solely to the Board of Directors. Effective at the Election Time, Paul C. Ely Jr. will be elected by the Board of Directors to serve
as the non-executive Chairman of the Board of Directors ("Chairman"). You shall work closely with and coordinate appropriately with the Chairman. The Chairman shall oversee your
interaction with the Board of Directors and your fulfillment of your duties to the Board of Directors.

4.     Employment at Will / Notice Required

Either you or the Board of Directors may terminate your employment with the Company at any time, and for any reason or no reason, with or without Cause. You and
the Board of Directors shall provide at least 15 days, and not more than 60 days, advance written notice of the date of termination, except that (i) if you have served notice of
termination, the Board, at its election, may treat such resignation as effective on an earlier date of its choice and (ii) no minimum notice will be required from the Company in the case of
termination for Cause (as defined in Section 8(e) below).

5.     Salary

Your annual base salary will be $650,000, less withholding for taxes and deductions for other appropriate items ("Base Salary"). Your salary will be determined
solely by, and will be reviewed annually by, the Compensation Committee of the Board of Directors (the "Compensation Committee").

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6.     Performance-Based Compensation



7.     Eligibility to Participate in Benefit Plans / Other Compensation Programs

You will be eligible to participate in the Company's current employee benefit plans, policies and other compensation programs applicable to your position (as
reasonably determined by the Compensation Committee), subject to the terms, conditions and eligibility requirements of each such benefit plan, policy or other compensation program, including
amendments or modifications thereto. Such benefit plans, policies or other compensation programs may be discontinued or changed from time to time in the Company's sole discretion. As of the Election
Time, such benefit plans, policies and other compensation programs will include: the LTIP, 401k Savings Plan, Legacy Pension Plan; life and health insurance programs, the Employee Stock Purchase Plan
("ESPP"), a Supplemental Executive Retirement Plan ("SERP"), a deferred compensation plan, Company-paid financial planning, a Company-paid annual physical exam,
Company-paid broker fees associated with stock options exercised during the Officer Exercise Window periods and with the sale or other transfer of Restricted Stock after the lapse of
restrictions, and vacation as specified in the Company's vacation policy. In addition, the Company will directly pay your reasonable advisor and legal fees associated with entering into this
Agreement, upon receiving invoices for such services.

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8.     Termination



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9.     Non-solicitation, Non-recruitment and Non-competition

You acknowledge and agree that, in your position as President & CEO of the Company (which, for purposes of this Section 9, shall include all of the
Company's subsidiaries and all affiliated companies and joint ventures connected by ownership to the Company at any time), it is expected that: (i) you will be materially involved in conducting
or overseeing all aspects of the Company's business activities throughout the world, (ii) you will have material contact with a substantial number of the Company's employees, and all or
substantially all of the Company's then-current and actively-sought potential customers ("Customers") and suppliers of inventory ("Suppliers"); (iii) you will have access to all or
substantially all of the Company's Trade Secrets and Confidential Information (seeExhibit Afor definition of "Trade Secrets" and "Confidential
Information"). You further acknowledge and agree that your competition with the Company anywhere worldwide, or your attempted solicitation of the Company's employees or Customers or Suppliers, during
your employment or within two years after the termination of your employment with the Company, would be unfair competition and would cause substantial damages to the Company. Consequently, in
consideration of your employment with the Company as its President and CEO, and the Company's covenants in this Agreement, you make the following covenants described in this Section 9:



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10.   Post-Employment Transition and Cooperation

Upon and after the termination of your employment with the Company, with or without Cause, you will execute any and all documents and to take any and all actions
that the Company may reasonably request to effect the transition of your duties and responsibilities to a successor. You will make yourself available with respect to, and to cooperate in conjunction
with, any litigation or investigation involving the Company, and any administrative matters related to your previous duties and responsibilities, including the execution of documents, subject to your
being compensated for such cooperation at an hourly rate commensurate with your Base Salary on the date that your employment terminated and to your being provided reasonable indemnification by the
Company for such cooperation.

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11.   Miscellaneous

The laws of the state of Texas will govern the construction, interpretation and enforcement of this Agreement. The parties agree that any and all claims,
disputes, or controversies arising out of or related to this Agreement, or the breach of this Agreement, shall be resolved by binding arbitration, except as otherwise provided in Section 9 of
this Agreement. The parties will submit the dispute, within thirty (30) business days following service of notice of such dispute by one party on the other, to the Judicial Arbitration and
Mediation Services (J*A*M*S/Endispute) for prompt resolution in Dallas, Texas, under its rules for labor and employment disputes. The decision of the arbitrator will be final and binding upon the
parties, and judgment may be entered thereon in accordance with applicable law in any court having jurisdiction. The arbitrator shall have the authority to make an award of monetary damages and
interest thereon. The arbitrator shall have no authority to award, and the parties hereby waive any right to seek or receive, specific performance or an injunction, punitive or exemplary damages. The
arbitrator will have no authority to order a modification or amendment of this Agreement. The parties shall bear their own attorneys fees, and shall bear equally the expenses of the arbitral
proceedings, including without limitation the fees of the arbitrator, unless and until the arbitrator enters a decision in favor of one prevailing party. The arbitrator will award the right to
reimbursement of reasonable attorneys fees, and all expenses of the arbitral proceedings, to the one prevailing party.

All
reasonable fees and expenses, including, without limitation, any arbitration or legal expenses, incurred by the Executive in contesting or disputing any such termination (in whole or
in part) or in obtaining or enforcing any right or benefit provided for in this Agreement (in whole or in part) or in otherwise pursuing his or her claim (in whole or in part) will be paid by the
Company, to the extent permitted by law, regardless of whether the Executive is successful.

This
Agreement represents the entire understanding with respect to its subject matter. Only a writing that has been signed by both you and the Company may modify this Agreement. Any and
all previous employment agreements and executive termination benefits agreements between you and the Company are cancelled as of the date this Agreement takes effect, except with respect to benefits
(including grants of stock options and restricted shares) or payments currently owed to you under such agreements, and except with respect to payments to be owed to you under the Cash Award Agreement
dated January 14, 2003.

This
Agreement shall be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of you upon your death and (b) any successor of the
Company. Any such successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, "successor" shall include any person, firm,
corporation, or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

Please
sign below and return one original of this Agreement to indicate your acceptance of the terms and conditions described herein.

|                     |  |                         |  | Sincerely,                                                                               
|-------------------- |  | ----------------------- |  | -----------------------------------------------------------------------------------------
|                     |  |                         |  | /s/MICHAEL E. HAEFNERMichael E. Haefner
Senior Vice President, Human Resources
Sabre Inc.
|Accepted and agreed: |  |                        
|Signature:           |  | /s/MICHAEL S. GILLILAND |  |                                                                                          
|Name:                |  | Michael S. Gilliland    |  |                                                                                          

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EXHIBIT A

Trade Secrets Defined.As used in this Agreement, the term "Trade Secrets" shall mean all secret, proprietary or confidential
information regarding the Company (which shall mean and include for purposes of this Exhibit A all of the Company's subsidiaries and all affiliated companies and joint ventures connected by
ownership to the Company at any time) or any Company activity that fits within the definition of "trade secrets" under the Uniform Trade Secrets Act or other applicable law. Without limiting the
foregoing or any definition of Trade Secrets, Trade Secrets protected hereunder shall include all source codes and object codes for the Company's software and all website design information to the
extent that such information fits within the Uniform Trade Secrets Act. Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting trade
secrets or other confidential information. "Trade Secrets" shall not include information that has become generally available to the public by the act of one who has the right to disclose such
information without violating any right or privilege of the Company. This definition shall not limit any definition of "trade secrets" or any equivalent term under the Uniform Trade Secrets Act or any
other state, local or federal law.

Confidential Information Defined.As used in this Agreement, the term "Confidential Information" shall mean all information
regarding the Company, any Company activity, Company business or Company Customer that is not generally known to persons not employed or retained (as employees or as independent contractors or agents)
by the Company, that is not generally disclosed by Company practice or authority to persons not employed by the Company, that does not rise to the level of a Trade Secret and that is the subject of
reasonable efforts to keep it confidential. Confidential Information shall, to the extent such information is not a Trade Secret, include, but not be limited to product code, product concepts,
production techniques, technical information regarding the Company products or services, production processes and product/service development, operations techniques, product/service formulas,
information concerning Company techniques for use and integration of its website and other products/services, current and future development and expansion or contraction plans of the Company,
sale/acquisition plans and contacts, marketing plans and contacts, information concerning the legal affairs of the Company and certain information concerning the strategy, tactics and financial
affairs of the Company. "Confidential Information" shall not include information that has become generally available to the public by the act of one who has the right to disclose such information
without violating any right or privilege of the Company. This definition shall not limit any definition of "confidential information" or any equivalent term under the Uniform Trade Secrets Act or any
other state, local or federal law.

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