<PAGE>

                           SABRE HOLDINGS CORPORATION.

               SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, AS AMENDED

                            EFFECTIVE APRIL 24, 1999

                                  (NON-OFFICER)


<PAGE>

                           SABRE HOLDINGS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                  (NON-OFFICER)


                                   ARTICLE ONE
                                    PREAMBLE

         The purpose of this Plan is to provide specified benefits to key
employees who contribute materially to the growth, development and business
success of Sabre Holdings Corporation. The Plan is intended to be an "excess
benefit plan", as defined in section 3 of the Employee Retirement Income
Security Act of 1974, as amended (defined in Section 2.1 as the "Act"), that
is exempt from the provisions of the Act by reason of section 4(b)(5) of the
Act. The plan provides benefits only to a select group of highly compensated
or managerial employees and is thus also intended to be a "top hat plan"
within the meaning of sections 201(2), 301(a)(3), and 401(a)(2) of the Act.
Accordingly, this Supplemental Plan shall not constitute a "qualified plan"
that is subject to the limitations of section 401(a) of the Code, nor shall
it constitute a "funded plan" for purposes of such requirements or of the
requirements of the Act.

                                   ARTICLE TWO
                          DEFINITIONS AND CONSTRUCTION

         2.1 DEFINITIONS. For purposes hereof, unless otherwise clearly
apparent from the context, the following phrases or terms shall have the
following indicated

                  (a) "AA Prior Plan"- The Retirement Benefit Plan of
American Airlines, Inc. for Officer, Management and Specialist, and
Non-Management Salaried Personnel.

                  (b) "Act"- The Employee Retirement Income Security Act of
1974, as amended from time to time.

                  (c) "Affiliated Company"- An "Affiliated Company", as
defined in SGRP.

                  (d) "Base Plans" - The Legacy Plan and SGRP. Each of the
Base Plans may be individually referred to hereunder as a "Base Plan".

                  (e) "Beneficiary" - The beneficiary or beneficiaries of the
Participant, as identified under the terms of each respective Base Plan.

                  (f) "Board of Directors" - The Board of Directors of the
Company.

                  (g) "Code" - The Internal Revenue Code of 1986, as amended
from time to time.

                                       1
<PAGE>

                  (h)      "Code Limits" -

                           (i) the restrictions of section 401(a)(17) of the
         Code, which limit the amount of "Compensation" (as defined in SGRP)
         that may be considered for purposes of SGRP, and limit the amount of
         "Basic Compensation" (as defined in the Legacy Plan) that may be
         considered for purposes of the Legacy Plan; as of the effective date of
         this Supplemental Plan, such limits are generally set forth and
         described in Section 2.1(h) of the Legacy Plan and Article 2.11 of
         SGRP;

                           (ii) the restrictions of section 415 of the Code,
         which limit the amount of allocations permissible under SGRP and the
         amount of benefits that may be accrued and paid under the Legacy Plan;
         as of the effective date of this Supplemental Plan, such limits are
         generally set forth and described in Article VII of SGRP and Section
         6.5 of the Legacy Plan.

                  (i) "Committee" - The administrative committee appointed to
manage and administer the Supplemental Plan by the Board of Directors.

                  (j) "Company" - Sabre Holdings Corporation, a Delaware
corporation, or any successor thereto.

                  (k) "Employee" - An employee of the Company or an
Affiliated Company who is eligible to participate in the Legacy Plan and/or
SGRP, in accordance with the applicable terms and provisions of such Base
Plans.

                  (l) "Legacy Plan" - The SABRE Group, Inc. Legacy Pension
Plan, as it may be amended from time to time. The term "Legacy Plan" shall
include benefits transferred from the AA Prior Plan.

                  (m) "Legacy Plan Supplemental Benefit" - The benefit, if
any, that is calculated or paid by reason of Article Four.

                  (n) "Participant" - An Employee entitled to a benefit under
this Supplemental Plan.

                  (o) "SGRP" - The Sabre Group Retirement Plan, as it may be
amended from time to time. The term "SGRP" shall include amounts transferred
from the $uper $aver Plan.

                  (p) "SGRP Supplemental Benefit" - The benefit, if any, that
is calculated or paid by reason of Article Five.

                                       2
<PAGE>

                  (q) "Supplemental Plan" - The employee benefit program set
forth in this document, entitled The Sabre Holdings Corporation Supplemental
Executive Retirement Plan (Non-Officer), and as it may be amended hereafter.

         2.2 CONSTRUCTION. Terms that appear initially capitalized in the
text of this Supplemental Plan that are not defined in Section 2.1 shall have
the definitions assigned to them in the Base Plans. The Base Plans are
functionally and operationally related to this Supplemental Plan. This
Supplemental Plan shall be interpreted in a manner consistent with the Base
Plans to provide the benefits contemplated hereunder in a comprehensive
manner. If any provision of this Supplemental Plan is determined to be for
any reason invalid or unenforceable, the remaining provisions of this
Supplemental Plan shall continue in full force and effect. All of the
provisions of this Supplemental Plan shall be construed and enforced in
accordance with the laws of the State of Texas, except as otherwise required
by the Act, the Code or other applicable federal law. Headings and
subheadings are for the purpose of reference only and are not to be
considered in the construction of this Plan.

                                  ARTICLE THREE
                            PARTICIPATION AND VESTING

         3.1 ELIGIBILITY. Employees of the Company or an Affiliated Company
who are not elected officers of the Company whose benefits under either or
both of the Base Plans are limited by operation of the Code Limit specified
in subsection 2.1(h)(i) shall be eligible to participate in this Supplemental
Plan.

         3.2 PARTICIPATION. The Committee may select from among the Employees
who are not elected officers but who are eligible to participate in this
Supplemental Plan those Employees who shall also be Participants. Each
Employee who is selected for participation in this Supplemental Plan shall be
notified of his participation by the Company or the Committee. Such selection
is entirely in the discretion of the Committee. Until a Participant has
received payment of all benefits credited to or accrued by the Participant
hereunder, his participation in the Supplemental Plan shall continue.

         3.3 VESTING. If a Participant separates from service prior to
becoming vested in the Employer Contribution benefit under SGRP, the
Participant forfeits the correspondingly unvested portion of the supplemental
benefits accrued hereunder by reason of the Code Limits applicable to SGRP.
Conversely, if the Participant has a vested interest in the Employer
Contribution benefit under SGRP, the Participant has a vested interest in the
benefits under this Supplemental Plan. If a Participant terminates employment
prior to becoming vested in any benefits under the Legacy Plan, the
Participant forfeits the supplemental benefits accrued hereunder by reason of
the Code Limits applicable to the Legacy Plan. Conversely, if the Participant
has a vested interest in benefits under the Legacy Plan, the Participant has
a vested interest in the corresponding benefits under this Supplemental Plan.

                                       3
<PAGE>

                                  ARTICLE FOUR
                        LEGACY PLAN SUPPLEMENTAL BENEFIT

         4.1 CALCULATION OF BENEFIT. If the benefits payable under the Legacy
Plan to a Participant, or to a Participant's Eligible Spouse, other
Beneficiary or Alternate Payee (as such terms are defined in the Legacy Plan)
are limited due to the operation of the Code Limits, such person will be
entitled to a benefit under this Supplemental Plan. The benefit to which such
person shall be entitled pursuant to this Section 4.1 shall be equal to the
benefits to which the person would have been entitled under the Legacy Plan
had the Code Limits not been in effect, so that such benefits would be
determined as though the Code Limits were not applicable to benefits accrued
under the Legacy Plan, less the accrued benefit to such person under the
terms and provisions of the Legacy Plan.

         4.2 PAYMENT OF LEGACY PLAN SUPPLEMENTAL BENEFIT. Subject to Sections
6.1 and 4.4 the benefit determined pursuant to Section 4.1 shall be paid to
the person entitled thereto as though it were a part of the benefit being
paid to such person under the Legacy Plan, so that it is payable at the same
time, and in the same form, and subject to the same limits and restrictions
(other than the Code Limits), as such person's benefits under the Legacy Plan
(including consent of spouse, if applicable). If the benefits under the
Legacy Plan are payable in the form of a direct rollover pursuant to Section
7.4(e) of the Legacy Plan, the benefits payable under this Supplemental Plan
shall be payable as though the benefits under the Legacy Plan were payable in
the normal form of benefit applicable to such person under Section 7.2 of the
Legacy Plan (or Section 5.9 thereof, if applicable).

         4.3      LUMP-SUM PAYMENT OPTION.

                  (a) ELECTION OF THE LUMP-SUM OPTION. In lieu of the payment
options specified in the Legacy Plan, a Participant may elect to claim a
lump-sum, one-time payment equal to the present value of the benefit
determined under Section 4.1. To be eligible to receive the lump-sum payment,
the Participant must submit an election to receive the benefit that is: (i)
in writing; (ii) in the form prescribed by the Company; (iii) addressed to
the Secretary of the Company; (iv) made by the Participant, and received by
the Company, at least one year (or such lesser period as the Board of
Directors or its designee shall permit) before he commences payments or one
year before age 65, whichever is the first to occur.

                  (b) CONDITIONS ON ELECTION OF THE LUMP-SUM OPTION. To elect
the lump-sum option, the Participant must execute a general release; submit
to a physical examination to provide medical evidence of normal life
expectancy satisfactory to the Company; and provide spousal consent if the
Participant has an Eligible Spouse as defined in the Legacy Plan.

                  (c) CALCULATION OF THE LUMP-SUM OPTION. In calculating the
lump-sum payment, the interest rate shall be equal to the annual interest
rate on 30-year Treasury securities (GATT rate) for the third month preceding
the Participant's retirement dates. The mortality assumption used shall be
the mortality assumption chosen by the Committee.

                                       4
<PAGE>

                  (d) PAYMENT OF THE LUMP-SUM OPTION. The lump-sum payment
will be paid to the Participant within 30 days of the Participant's first
receipt of benefits under the Legacy Plan.

         4.4 LUMP-SUM PAYMENT OF SMALL BENEFITS. Notwithstanding the
provisions of Section 4.2, if, upon termination of employment, the value of
the Participant's vested Legacy Plan Supplemental Benefit (calculated
according to the terms of Section 4.3(c)) is less than or equal to $25,000,
the Participant's vested Legacy Plan Supplemental Benefit will be paid to the
Participant in the form of a lump-sum as soon as is administratively feasible
following termination of employment.

                                  ARTICLE FIVE
                            SGRP SUPPLEMENTAL BENEFIT

         5.1      CALCULATION OF BENEFIT.

                  (a) RESTORATION OF THE SGRP 2.75% EMPLOYER CONTRIBUTIONS If
allocations to a Participant's Employer Contribution Account (as defined in
SGRP) are limited by operation of the Code Limits, a supplemental benefit
shall be payable by operation of this Section 5.1. The amount of the benefit
will be determined by crediting to an account established pursuant to this
Supplemental Plan the amount of Employer Contribution that would have been
allocated to the Participant's Employer Contributions Account without the
Code Limits minus the amounts contributed to the SGRP.

                  (b) RESTORATION OF THE SGRP 3% EMPLOYER MATCHING
CONTRIBUTIONS. If allocations to a Participant's Employer Matching
Contribution Account (as defined in SGRP) are limited by operation of the
Code Limits, a supplemental benefit shall be payable by operation of this
Section 5.1. The amount of the benefit will be determined by crediting to an
account established pursuant to this Supplemental Plan the amount of Employer
Matching Contribution that could have been allocated to the Participant's
Employer Contributions Account without the Code Limits and without the
requirement that the Participant make Employee Before-Tax Deferrals (as
defined in SGRP) minus the amounts that would have been contributed to the
SGRP had the Participant received the full match in the SGRP.

                  (c) TIMING OF CONTRIBUTIONS. Contributions to a
Participant's Supplemental account shall occur at the time that the
contributions would have been credited to the Participant's Account under
SGRP absent the Code Limits.

                  (d) ADJUSTMENTS TO ACCOUNTS TO REFLECT EARNINGS. Accounts
under this Supplemental Plan shall be adjusted as though they were invested
pursuant to the Participant's direction under rules established by the
Committee among the investment funds chosen by the Committee.

                                       5
<PAGE>

         5.2 PAYMENT OF SGRP SUPPLEMENTAL BENEFIT. Subject to Section 6.1, at
the time benefits become payable to the Participant, the Participant's
Eligible Spouse or other Beneficiary under SGRP, the benefit described in
Section 5.1 shall be payable to such person, payable in the same manner as
benefits are payable to such person pursuant to SGRP. Notwithstanding
anything in this Section 5.2 to the contrary, however, no benefit under this
Supplemental Plan may be paid in a non-lump sum form unless such method of
payment has been irrevocably elected by the Participant at least one (1) year
before the earlier of (a) the date such benefits became payable pursuant to
this Article Five, or (b) the date of the event creating a right to
distribution on account of employment separation for any reason under SGRP.
If no such election is made in accordance with procedures promulgated by the
Committee or its designee, then payment (subject to Section 6.1) shall be
made in a single lump sum within sixty (60) days after benefits first became
payable to such person under Section 10.2 of SGRP.

         5.3 LUMP-SUM PAYMENT OF SMALL BENEFITS. Notwithstanding the
provisions of Section 5.2, if, upon termination of employment, the value of
the Participant's vested SGRP Supplemental Benefit is less than or equal to
$25,000, the Participant's vested SGRP Supplemental Benefit will be paid to
the Participant in the form of a lump-sum as soon as is administratively
feasible following termination of employment.

                                   ARTICLE SIX
                               PAYMENT LIMITATIONS

         6.1 RESTRICTIONS. No benefits accrued under this Supplemental Plan
may be withdrawn by, or distributed to, a Participant while the Participant
remains employed by the Company or an Affiliated Company. No loans may be
made to any Participant with respect to benefits accrued under this
Supplemental Plan. Benefits payable under this Supplemental Plan may not be
rolled over or transferred to an individual retirement account or to any
other employee benefit plan. If payment of benefits under the Legacy Plan is
suspended, payment of corresponding benefits under this Supplemental Plan
will be similarly suspended.

         6.2 SPOUSAL CLAIMS. Any claim against benefits under this
Supplemental Plan for child support, spousal maintenance, alimony, property
division or other matrimonial or dependent obligations shall be treated
hereunder in the same manner as would a claim for corresponding benefits
under the Base Plans. Such a claim under this Plan shall be subject to all
claims procedures, plan provisions and restrictions of the Base Plans.

         6.3 DISABILITY. If a person entitled to any payment under this
Supplemental Plan shall, in the sole judgment of the Committee or its
designee, be under a legal disability, or shall otherwise be unable to apply
such payment to his own interest and advantage, the Committee or its
designee, in the exercise of its discretion, may direct the Company or
provider or payor of the benefit to make any such payment in any one (1) or
more of the following ways: (a) directly to such person, (b) to

                                       6
<PAGE>

his legal guardian or conservator or (c) to his spouse or to any person
charged with the legal duty of his support, to be expended for his benefit
and/or that of his dependents. The decision of the Committee or its designee
shall in each case be final and binding upon all persons in interest, unless
the Committee or its designee shall reverse its decision due to changed
circumstances.

         6.4 ASSIGNMENT. Except as provided in Section 6.2, no Participant,
Alternate Payee, Eligible Spouse or other Beneficiary of a Participant shall
have any right to assign, pledge, hypothecate, anticipate or any way create a
lien on any amounts payable hereunder. No amounts payable hereunder shall be
subject to assignment or transfer or otherwise be alienable, either by
voluntary or an involuntary act, or by operation of law, or subject to
attachment, execution, garnishment, sequestration or other seizure under any
legal, equitable or other process, or be liable in any way for the debts or
defaults of Participants, Beneficiaries, Eligible Spouses or Alternate Payees.

         6.5 WITHHOLDING. Any taxes required to be withheld from payments to
payees hereunder shall be deducted and withheld by the Company, benefit
provider or funding agent.

         6.6 OVERPAYMENT AND UNDERPAYMENT OF BENEFITS. The Committee may
adopt, in its sole discretion, whatever rules, procedures and accounting
practices are appropriate in providing for the collection of any overpayment
of benefits.

                                  ARTICLE SEVEN
                                     FUNDING

         7.1 FUNDING. Benefits under this Supplemental Plan shall be funded
solely by the Company. Benefits hereunder shall constitute an unfunded
general obligation of the Company, but the Company may create reserves, funds
and/or provide for amounts to be held in trust on the Company's behalf,
whether or not in connection with, in anticipation of, or following, an
actual or anticipated Change in Control as defined in the SABRE Group
Holdings, Inc. 1996 Long-Term Incentive Plan, as amended from time to time.
Payment of benefits may be made by the Company, such a trust, or through a
service or benefit provider to the Company or such a trust. Accounts under
this Supplemental Plan are notational, or fictional, unless actually funded
pursuant to Section 7.2.

         7.2 SPRINGING RABBI TRUST UPON CHANGE IN CONTROL. If there is a
Change in Control as defined in the SABRE Group Holdings, Inc. 1996 Long-Term
Incentive Plan, as amended from time to time, the Company will fund the
benefits provided in this Supplemental Plan in a so-called "Rabbi Trust." The
trust so established shall be (i) with a nationally recognized banking
institution with experience in serving as trustee for such matters, (ii)
pursuant to such documentation as recommended by outside counsel to the
Company, and (iii) funded so as to enable the trust to pay the accrued
benefits contemplated under the Supplemental Plan as may be determined by the
Company's independent financial consultant. In addition, the Company's Board
of Directors, its

                                       7
<PAGE>

General Counsel or its Corporate Secretary, may take those additional actions
deemed reasonably necessary to accomplish the stated purpose of this Section
7.2.

         7.3 CREDITOR STATUS. A Participant, Eligible Spouse, Alternate Payee
or other Beneficiary shall be a general creditor of the Company with respect
to the payment of any benefit under this Supplemental Plan, unless such
benefits are provided under a contract of insurance or an annuity contract
that has been delivered to the Participant, in which case the Participant,
Eligible Spouse, Alternate Payee or other Beneficiary, shall look to the
insurance carrier or annuity provider for payment, and not to the Company.
The Company's obligation for such benefit shall be discharged by the purchase
and delivery of such annuity or insurance contract.

                                  ARTICLE EIGHT
                                 ADMINISTRATION

         8.1 PLAN ADMINISTRATION. The Committee is the administrator of this
Plan. If the Board of Directors does not name the Committee, the executives
in charge of the finance, human resources, and the legal departments of the
Company or their designees are the administrators of the Plan and shall have
all of the powers and duties of the Committee. The Committee may designate
one or more individuals, committees or other entities to carry out any of its
responsibilities under this Supplemental Plan, other than as described in
Section 8.2(b). The Committee may be removed by the Board of Directors or its
representative, with or without cause, and the Board of Directors, or its
representative, shall have the power to fill any vacancy which may occur.

         8.2      GENERAL POWERS AND RESPONSIBILITIES OF THE COMMITTEE.

                  (a) To administer this Supplemental Plan, including but not
limited to, the power to resolve any and all disputes which may arise. The
Committee shall have the exclusive discretionary authority to interpret and
construe the terms of the Supplemental Plan and the exclusive discretionary
authority to determine eligibility for all benefits hereunder, as well as the
amount and method of payment of such benefits. Any such determination or
interpretation of the Supplemental Plan adopted by the Committee shall be
final and conclusive and shall bind all parties.

                  (b) Subject to the provisions of Article Ten, to amend or
restate the Supplemental Plan in such manner deemed necessary to comply with
applicable laws and to further the objectives of the Supplemental Plan;
provided however, that no such amendment may modify the powers and
responsibilities of the Committee without the consent of the Board of
Directors.

                  (c) The Committee shall have such other powers as the
Administrator may have under the SGRP.

The Committee may prescribe rules and procedures for allocation of fiduciary
responsibilities among any agents appointed by the Committee. Directions from
the Committee to fiduciaries, agents and service and/or benefit providers
shall be in writing.

                                       8
<PAGE>

         8.3 CLAIMS FOR BENEFITS. Claims under this Supplemental Plan shall
be made pursuant to the claims procedures in the Base Plans.

         8.4 INDEMNIFICATION OF EMPLOYEES. The Company hereby indemnifies the
Committee and each employee who is delegated responsibilities under the
Supplemental Plan against any and all liabilities and expenses, including
attorney's fees, actually and reasonably incurred by then in connection with
any threatened, pending or completed legal action or judicial or
administrative proceeding to which they may be a party, or may be threatened
to be made a party, by reason of membership on such committee or due to a
delegation of responsibilities, except with regard to any matters as to which
they shall be adjudged in such action to not have acted in good faith and in
a manner which they believed to be in or not opposed to the best interests of
the Plan and, with respect to any criminal action, suit or proceeding, had no
reasonable cause to believe their conduct was unlawful. In addition, the
Company may provide appropriate insurance coverage for any employee or member
of any committee appointed by the Committee or each such other individual
indemnified pursuant to this Section 8.5 who is not otherwise appropriately
insured.

         8.5 ACTION TAKEN IN GOOD FAITH. To the extent permitted by the Act,
any employee, officer or director of the Company or an Affiliated Company, or
any member of a committee appointed by the Committee, who are fiduciaries
with respect to the Supplemental Plan shall be entitled to rely upon, and be
fully protected, with respect to any action taken or suffered by them in good
faith.

                                       9
<PAGE>

                                  ARTICLE NINE
                       OTHER BENEFITS PLANS OF THE COMPANY

         9.1 OTHER PLANS. Nothing contained in this Supplemental Plan shall
prevent a Participant prior to his death, or Eligible Spouse or other
Beneficiary after his death, from receiving, in addition to any payments
provided for under this Supplemental Plan, any payments provided for under
the Base Plans, or which would otherwise be payable or distributable to him,
his Eligible Spouse, Alternate Payee or other Beneficiary under any plan or
policy of the Company or an Affiliated Company or otherwise. Nothing in this
Supplemental Plan shall be construed as preventing the Company or any of its
Affiliated Companies from establishing any other or different plans providing
for current or deferred compensation for employees. Benefits provided under
this Supplemental Plan shall not constitute earnings or compensation for
purposes of determining contributions or benefits under any plan of the
Company intended to "qualify" under section 401(a) of the Code.

         9.2 NON-DUPLICATION OF BENEFITS. The amount of any benefit payable
or determined in accordance with the provisions of this Supplemental Plan
shall be reduced by an amount which is the actuarial equivalent of any
benefit which a Participant is entitled to receive by any such other related
plan of the Company or an Affiliated Company if the benefits provided by the
related plan duplicate the benefits of this Supplemental Plan.

                                   ARTICLE TEN
                      AMENDMENT AND TERMINATION OF THE PLAN

         10.1 AMENDMENT. The Board of Directors, or its designee, may amend
this Supplemental Plan at any time and from time to time, in whole or in
part; provided, however, that (i) the benefit accrued under this Supplemental
Plan as of the date of such amendment may not be reduced, (ii) the Board of
Directors may not amend this Supplemental Plan so as to terminate it or cease
the accrual of benefits thereunder, and (iii) Section 7.2 of the Supplemental
Plan may not be amended following a Change in Control.

         10.2 TERMINATION. The Board of Directors may suspend or terminate
this Supplemental Plan, in whole or in part, at any time, provided that no
such termination or suspension shall deprive a Participant, or person
claiming benefits under this Supplemental Plan through a Participant, of any
benefit accrued under this Supplemental Plan up to the date of suspension or
termination.

         10.3 CONTINUATION. The Company intends to continue this Supplemental
Plan indefinitely, but nevertheless assumes no contractual obligation beyond
the promise to pay the benefits described in this Supplemental Plan.

                                       10
<PAGE>

                                 ARTICLE ELEVEN
                                  MISCELLANEOUS

         11.1 NO REDUCTION OF EMPLOYER RIGHTS. Nothing contained in this
Supplemental Plan shall be construed as a contract of employment between the
Company and any person or as granting a right to any person to be continued
in the employment of the Company or an Affiliated Company, or as a limitation
of the right of the Company or an Affiliated Company to discharge any of its
employees, with or without cause.

         11.2 PROVISION BINDING. All of the provisions of this Supplemental
Plan shall be binding upon all persons who shall be entitled to any benefit
hereunder, their heirs and personal representatives.

         11.3 ADOPTION BY AFFILIATED COMPANIES. With the consent of the Board
of Directors or Committee, an Affiliated Company may become a participating
employer under this Supplemental Plan.

              IN WITNESS WHEREOF, the Company has executed this Supplemental
Plan this 22 day of February, 2000 to be effective as of April 24, 1999.


                                             SABRE HOLDINGS CORPORATION

                                             By:
                                                 ----------------------

                                             Its:
                                                 ----------------------


                                       11