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THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE
INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]."

                    AMENDMENT TO TRAVEL PRIVILEGES AGREEMENT

         This Amendment to Travel Privileges Agreement (the "Amendment") is
made and entered into as of the 15th day of March, by and between American
Airlines, Inc., a Delaware corporation ("American") and Sabre Inc. (formerly
known as The SABRE Group, Inc.), a Delaware corporation ("Sabre").

                                    RECITALS

         WHEREAS, American and Sabre entered into that certain Travel
Privileges Agreement (the "Agreement"), dated as of July 1, 1996; and

         WHEREAS, as part of Sabre's disaffiliation from American, the
Parties desire to amend the Agreement in certain respects;

         NOW, THEREFORE, in consideration of the mutual covenants and
undertakings set forth herein, the Parties agree as follows:

         1. Capitalized terms not defined herein shall have the meanings
given to them in the Agreement.

         2. The Agreement is amended as follows:

            2.1  All references to "The SABRE Group" are hereby changed to
"Sabre."

            2.2  The following is hereby added to the end of Section 9 of the
Agreement:

                  "Notwithstanding anything to the contrary set forth herein, it
                  is understood and agreed that American shall be permitted to
                  do any or all of the following: (i) give its employees
                  occasional special travel incentives (such as award
                  certificates) that entitle American's employees to reduced
                  service charge or service charge waived travel at the D1
                  classification, provided the number of such special travel
                  certificates awarded in any calendar year may not exceed the
                  number of American's employees who were eligible for
                  non-revenue travel at the D2 classification at the time such
                  incentives are given, and (ii) make changes to Pass Category
                  designations or the assignment of Travel Privileges within
                  Pass Categories, so long as the total number of American's
                  employees affected by such changes, considered in the
                  aggregate, does not amount to more than one-half of one
                  percent (0.5%) of American's then-current total employee
                  workforce at the time such change is made (taking into account
                  the number of employees previously affected by changes made
                  pursuant to this subsection (ii)). For the avoidance of doubt,


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                  it is understood and agreed that an increase, for any reason,
                  in the number of employees at a certain management level (e.g.
                  an increase in Level 8 employees at American), shall not be
                  considered a change to a Pass Category designation or a change
                  to the assignment of Travel Privileges within a Pass Category.

                  2.3 The following is hereby added as Section 12.5 to the
Agreement:

                  "12.5 ALLOCATION OF ADMINISTRATIVE COSTS American shall charge
                  Sabre a fixed price (the "Price"), which Price will represent
                  [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]. It is
                  understood and agreed that (i) the base Price for year 2000
                  will be [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] (the
                  "Base Price"); (ii) the Base Price will be adjusted annually
                  in the same manner in which the costs for Administration of
                  Travel Policy (i.e., "Service F") were adjusted under that
                  certain Management Services Agreement between the Parties,
                  effective as of July 1, 1996 [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED] (iii) the Base Price for the year 2000
                  will be pro-rated based upon 9.5 months of costs allocated to
                  Sabre under this Agreement; (iv) the Price for the year in
                  which this Agreement terminates will be prorated based upon
                  the actual number of months that will have elapsed by the
                  relevant termination date; and (v) the Price for each year
                  during the Term of this Agreement shall be payable by Sabre in
                  twelve equal installments, which will be invoiced by American
                  monthly, and which will be payable by Sabre within thirty (30)
                  days of Sabre's receipt of such invoice.


                  2.4 The following is hereby added as Section 21 to the
Agreement:



<PAGE>

                  "21 INDEMNITY Sabre shall indemnify American against (i) any
                  documented and reasonable incremental costs incurred by
                  American in continuing to offer non-revenue travel privileges
                  to Eligible Employees and Eligible Retirees, (ii) lost
                  revenues and costs, as documented by American and billed
                  directly to Sabre, as


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                  a consequence of the travel abuse or fraud by current or
                  former Eligible Employees, or by current or former Eligible
                  Retirees, of by other Sabre employees, or by Sabre's
                  individual contractors, or by any third party that asserts
                  rights derived from such persons, (iii) Claims asserted
                  against American that result from the conduct of current or
                  former Eligible Employees, or current or former Eligible
                  Retirees, or any other person who travels on American using
                  the travel privileges of current or former Eligible Employees
                  or current or former Eligible Retirees, in each case, while
                  such person is traveling as a non-revenue passenger under this
                  Agreement, (iv) any Claims asserted against American by
                  current or former Eligible Employees, or by current or former
                  Eligible Retirees, or by other Sabre employees, or by Sabre's
                  individual contractors, or by any third party that asserts
                  rights derived from such persons and which Claims relate in
                  any way to (a) any amendments or modifications of this
                  Agreement (including any amendments or modifications in
                  connection with Sabre's disaffiliation from American), (b) the
                  expiration of this Agreement, or (c) American's termination of
                  this Agreement pursuant to its terms, and (v) any documented
                  and reasonable incremental administrative costs incurred by
                  American as a consequence of Sabre's participation in
                  American's non-revenue travel program after Sabre's
                  disaffiliation from American. The provisions of this Section
                  21 shall survive any termination or expiration of this
                  Agreement."

                  2.5 The following is hereby added as Section 22 to the
Agreement:

                  "22 ADMINISTRATION

                      22.1 Sabre will participate in either American's SHAARP
                  system, or some other system or group of systems that are
                  functionally and fully compatible with the required systems
                  of American. All system migration costs will be paid by
                  Sabre.

                      22.2 American will retain control over the design of
                  and the rules and policies relating to its non-revenue
                  travel program. In addition, American will retain control
                  over all administrative functions relating to its
                  non-revenue travel program, with the exception of those
                  administrative functions specifically given to Sabre in
                  Section 22.3.

                      22.3 Sabre will control certain administrative
                  functions that relate to its participation in American's
                  non-revenue travel program, including Eligible Employee and
                  Eligible Retiree enrollment, discipline, and
                  communications, the determination of eligibility for



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                  participation in American's non-revenue travel program, and
                  such other administrative functions upon which the Parties
                  may agree from time to time.

                      22.4 Within six (6) months following the date on which
                  Sabre is disaffiliated from American, representatives from
                  the Human Resource departments of both Parties will confer
                  to address administrative matters relating to Sabre's
                  post-disaffiliation participation in American's non-revenue
                  travel program. Such issues shall include the Parties'
                  respective administrative responsibilities, costs, system
                  compatibility, and such other matters as either of the
                  Parties may deem appropriate."

         3. Except as expressly set forth herein, all pricing, terms, and
conditions of the Agreement will remain in effect and without change.

         4. This Amendment shall be construed and interpreted, and its
validity and enforceability shall be determined, under the laws of the State
of Texas without regard to any conflicts of law rules.

         IN WITNESS WHEREOF, the undersigned duly authorized representatives
of the Parties have executed this Amendment as of the day and year first
written above.

AMERICAN AIRLINES, INC.



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By:
Its:


SABRE INC.



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By:
Its: