Exhibit 10.14

|LOGO |  | Michael E. Haefner
Senior Vice President Human Resources
3150 Sabre Drive
Southlake, TX 76092
|---- |  | ---------------------------------------------------------------------------------------------

December 1,
2003

Ms. Michelle
A. Peluso
1900 Elm Street
Apartment 221
Dallas, Texas 75201

Dear
Michelle:

This
letter agreement ("Agreement") will confirm our mutual understanding with respect to your promotion to President and CEO of Travelocity effective as of December 1, 2003.

1. Job Description / Title / Duties

On or about December 1, 2003, you will be appointed to the position of President and CEO Travelocity to be effective at 7:30 p.m. Central Time, on
December 1, 2003 (the "Appointment Time"). Your employer will be Travelocity.com LP, headquartered in Southlake, Texas. You will also continue to hold the title of Senior Vice President of
Sabre Inc. You will perform all of the functions that are consistent with that position, as determined by the CEO of Sabre Holdings Corporation ("Sabre Holdings" and collectively with
Sabre Inc. and Travelocity "the Company"). You shall perform all such duties faithfully, industriously, and to the best of your experience and talent, and to the satisfaction of the CEO of
Sabre Holdings. Except as otherwise expressly provided in this Agreement, you shall agree to abide by all Company policies and directives applicable to you.

2. Reporting Relationship

You shall report directly and solely to the CEO of Sabre Holdings. You shall work closely with and coordinate appropriately with the CEO of Sabre Holdings, who
will oversee your fulfillment of your duties.

3. Employment at Will / Notice Obligation

Either you or the Company may terminate your employment with the Company at any time, and for any reason or no reason, with or without Cause. You and the Company
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
Company, 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 the Company's Amended and Restated 1996 Long Term Incentive Plan, as it may be amended from time to time, including any successor or replacement plans, the "LTIP").

4. Salary

Your annual base salary will be $325,000, 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 of Sabre Holdings Corporation (the "Compensation Committee").

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5. Performance-Based Compensation



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6. Termination



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

You acknowledge and agree that, in your position as President and CEO Travelocity and as a Senior Vice President of the Company (which, for purposes of this
Section 7 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 material 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 President and CEO of

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Travelocity,
and the Company's covenants in this Agreement, you make the following covenants described in this Section 7:



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8. 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 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.

9. 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 0 of
this Agreement. The parties will submit the dispute, within ninety (90) 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.

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 28, 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.

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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. Haefner
Michael E. Haefner
Senior Vice President, Human Resources
Sabre Inc.
as agent for Travelocity.com LP

Accepted
and agreed:

|Signature: |       | /s/MICHELLE A. PELUSO |                    | 
|---------- | ----- | --------------------- | ------------------ | 
|           | Name: |                       | Michelle A. Peluso | 

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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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