SABRE HOLDINGS CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>a2056223zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
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                           SABRE HOLDINGS CORPORATION

               SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, AS AMENDED

                             EFFECTIVE July 18, 2000

                                    (OFFICER)

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                           SABRE HOLDINGS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                    (OFFICER)


                                   ARTICLE ONE
                                    PREAMBLE

         The purpose of this Supplemental 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 Supplemental 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 definitions:

             (a) "401(k) Plan" - The Sabre 401(k) Savings Plan, as it may be
amended from time to time.

             (b) "401(k) Plan Supplemental Benefit" - The benefit, if any, that
is paid or calculated by reason of Article Five.

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

             (d) "Affiliated Company" - An "Affiliated Company", as defined in
the 401(k) Plan.

             (e) "Amendment Date" - The date this amended Supplemental Plan
becomes effective, as set forth in the final clause of this Plan.

             (f) "Average Incentive Compensation" - Is equal to (i) divided by
(ii), where (i) is equal to the sum of the five (5) highest annual Incentive
Compensation awards paid to a

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Participant (or deferred by the Participant) by the Company or American
Airlines, Inc., or by a corporate affiliate of either of them on or after
January 1, 1985, and before the earlier of (A) the date of the Participant's
actual retirement under the Legacy Plan, (B) the date of the Participant's
death, or (C), the date of employment separation of the Participant and (ii) is
five (5). If the Participant has less than five (5) Incentive Compensation
awards during the period described above, "Average Incentive Compensation" will
be the sum of all annual Incentive Compensation awards paid during such period,
divided by the number of calendar years in which the participant was eligible to
receive awards (up to a maximum of five). If an individual is not credited with
a "year of Credited Service" as defined in Article II of the Legacy Plan (or
would not have been credited with a year of Credited Service had the participant
been a Legacy Participant) during a calendar year for which such Incentive
Compensation is paid, that portion of the Incentive Compensation or Variable
Compensation taken into account for such period will be prorated, based on the
partial credited service which the Participant earned (or would have earned)
under the Legacy Plan during such period.

             (g) "Average Performance Return" - Is equal to (i) divided by (ii)
where (i) is the sum of a Participant's five (5) highest annual Performance
Return awards paid by the Company or American Airlines, Inc. or by a corporate
affiliate of either of them during the ten (10) calendar years preceding the
first to occur of (A) the calendar year in which occurs the Participant's actual
retirement under the Legacy Plan, (B) the calendar year in which the
Participant's death occurs, or (C) the date of employment separation of the
Participant and (ii) is five (5).

             (h) "Base Plans" - The Legacy Plan and 401(k) Plan. Each of the
Base Plans may be individually referred to hereunder as a Base Plan.

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

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

             (k) "Change in Control" - an occurrence after the Amendment Date of
any one or more of the events described in clause (i), (ii), (iii), or (iv)
below.

                 (i)  Any Person directly or indirectly, becomes the beneficial
                      owner (as defined in Rule 13(d)-3 under the Exchange Act)
                      of securities of the Company representing twenty-five
                      percent (25%) or more of the combined voting power of the
                      Company's then outstanding securities; or

                 (ii) During any period of two (2) consecutive years, the
                      individuals who, at the beginning of such period,
                      constitute the Board of Sabre Holdings Corporation (the
                      "Incumbent Directors"; collectively, the "Incumbent
                      Board") cease for any reason other than death to

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                      constitute at least a majority of the Board, provided,
                      however, that any individual becoming a director
                      subsequent to the beginning of such two-year period whose
                      election, or nomination for election by the Company's
                      shareholders, was approved by a vote of at least a
                      majority of the directors then comprising the Incumbent
                      Board shall be considered as though such individual were a
                      member of the Incumbent Board, but excluding, for this
                      purpose, any such individual whose initial assumption of
                      office occurs as the result of an actual or threatened
                      election contest with respect to the election or removal
                      of directors or other actual or threatened solicitation of
                      proxies or consents by or on behalf of a Person other than
                      the Board; or

                 (iii)Consummation of a reorganization, merger, or
                      consolidation or sale or other disposition of all or
                      substantially all of the assets of the Company or the
                      acquisition of assets of another corporation (a "Business
                      Combination"), in each case, unless, following such
                      Business Combination, (a) all or substantially all of the
                      individuals and entities who were the beneficial owners,
                      respectively, of the then outstanding shares of Stock of
                      the Company (the "Outstanding Company Stock") and the
                      combined voting power of the then outstanding voting
                      securities of the Company entitled to vote generally in
                      the election of directors (the "Outstanding Company Voting
                      Securities") immediately prior to such Business
                      Combination beneficially own, directly or indirectly, more
                      than 60 percent (60%) of, respectively, the then
                      Outstanding Company Stock and the combined voting power of
                      the then Outstanding Company Voting Securities entitled to
                      vote generally in the election of directors, as the case
                      may be, of the corporation resulting from such Business
                      Combination (including, without limitation, a corporation
                      which as a result of such transaction owns the Company or
                      all or substantially all of the more Company's assets
                      either directly or throughout one or more subsidiaries),
                      (b) no Person (excluding any employee benefit plan (or
                      related trust) of the Company or such corporation
                      resulting from such Business Combination) beneficially
                      owns, directly or indirectly, 25 percent (25%) or more of
                      respectively, the then Outstanding Company Stock resulting
                      from such Business Combination or the combined voting
                      power of the then Outstanding Company Voting Securities
                      except to the extent that such ownership existed prior to
                      the Business Combination, and (c) at least a majority of
                      the members of the board of directors of the corporation
                      resulting from such Business Combination were members of
                      the Incumbent Board at the time of the execution of the
                      initial agreement, or of the action of the Board,
                      providing for such Business Combination; or

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                 (iv) Approval by the shareholders of the Company of a complete
                      liquidation or dissolution of the Company.

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

             (m) "Code Limits" -

                       (i) the restrictions of section 401(a)(17) of the Code,
             which limit the amount of "Compensation" (as defined in the 401(k)
             Plan) that may be considered for purposes of the 401(k) Plan, 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 the 401(k) Plan;

                       (ii) the restrictions of section 415 of the Code, which
             limit the amount of allocations permissible under the 401(k) Plan
             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 VIII
             of the 401(k) Plan and Section 6.5 of the Legacy Plan.

             (n) "Committee" - The administrative committee appointed to manage
and administer the Supplemental Plan.

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

             (p) "Continuation Period" - means the period defined by a
Participant's Executive Termination Benefits Agreement.

             (q) "Employee" - An employee of the Company or an Affiliated
Company who is eligible to participate in the Legacy Plan and/or the 401(k)
Plan, in accordance with the applicable terms and provisions of such Base Plans.

             (r) "Exchange Act" - means the Securities Exchange Act of 1934, as
amended from time to time, and any successor or replacement thereto.

             (s) "Incentive Compensation" - Annual compensation of a Participant
paid or payable by the Company or an Affiliated Company or by American Airlines,
Inc. or a corporate affiliate thereof after January 1, 1985, pursuant to an
annual incentive compensation or variable compensation award plan of any of such
organizations, whether such bonus is paid currently or is

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deferred. Compensation paid or payable pursuant to a long-term, multi-year
incentive or performance plan shall not constitute Incentive Compensation
pursuant to this Supplemental Plan.

             (t) "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.

             (u) "Legacy Participant" - means a Participant who earns Credited
Service (other than for eligibility for early retirement) under the terms of the
Legacy Plan.

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

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

             (x) "Performance Return" - Compensation paid to a Participant on a
specified portion of one (1) or more career equity shares granted to a
Participant, as determined by the Board of Directors of the Company (and, before
January 1, 1997, by the Board of Directors of American Airlines, Inc. or a
corporate affiliate thereof).

             (y) "Person" - has the meaning ascribed to that term in Section
3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, and
includes a "group" as defined in Section 13(d) of the Exchange Act; but excludes
the Company and any direct or indirect subsidiary of the Company and any
employee benefit plan sponsored or maintained by the Company or any direct or
indirect subsidiary of the Company (including any trustee of such plan acting as
trustee).

             (z) "Restoration Plan" - The Sabre Holdings Corporation
Supplemental Executive Retirement Plan (Restoration), as it may be amended from
time to time.

             (aa) "Supplemental Plan" - The employee benefit program set forth
in this document, entitled The Sabre Holdings Corporation Supplemental Executive
Benefit Plan (Officer), as it may be amended from time to time.

             (bb) "Supplemental Plan Credited Service" - For a Legacy
Participant (as defined in the 401(k) Plan), Supplemental Plan Credited Service
is the amount of Credited Service that the Participant has in the Legacy Plan.
For a Participant who is not a Legacy Participant, Supplemental Plan Credited
Service is the credited service that the Participant would have earned had the
Participant been a Legacy Participant.

         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

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Supplemental Plan shall be interpreted in a manner consistent with the Base
Plans and the Restoration Plan 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. Only Employees of the Company or an Affiliated Company
who are eligible to participate in either or both of the Base Plans shall be
eligible to participate in this Supplemental Plan.

         3.2 PARTICIPATION. Any elected officer, elected prior to March 15,
2000, of the Company who is eligible to participate in this Supplemental Plan
shall be a Participant. Each Employee who is selected for participation in
this Supplemental Plan shall be notified of his participation by the Company
or the Committee.

         3.3 VESTING.

             (a) 401(K) PLAN SUPPLEMENTAL BENEFIT. If a Participant separates
from service prior to becoming vested in the Employer Contribution benefit under
the 401(k) Plan pursuant to its terms and conditions, the Participant forfeits
the correspondingly unvested portion of any supplemental benefits accrued
pursuant to Article V. Conversely, if the Participant has a vested interest in
the Employer Contribution benefit under the 401(k) Plan, the Participant has a
similarly vested interest in the benefits pursuant to Article V under this
Supplemental Plan.

             (b) LEGACY PLAN SUPPLEMENTAL BENEFIT -- LEGACY PLAN PARTICIPANTS.
If a Participant separates from service prior to becoming vested in any benefit
under the Legacy Plan, the Participant forfeits the benefits accrued pursuant to
Article IV hereunder. Conversely, if the Participant has a vested interest in
benefits under the Legacy Plan, the Participant has a similarly vested interest
in the corresponding benefits pursuant to Article IV under this Supplemental
Plan.

             (c) LEGACY PLAN SUPPLEMENTAL BENEFIT -- NON-LEGACY PLAN
PARTICIPANTS. If a Participant who is not a Legacy Plan Participant separates
from service prior to the date that the Participant would have become vested in
the Legacy Plan had the Participant been a Legacy Plan Participant, the
Participant forfeits the benefits accrued pursuant to Article IV hereunder.
Conversely, if the Participant would have had a vested interest in benefits
under the Legacy Plan had

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the Participant been a Legacy Plan Participant, the Participant has a
similarly vested interest in the corresponding benefits pursuant to Article IV
under this Supplemental Plan.


                                  ARTICLE FOUR
                        LEGACY PLAN SUPPLEMENTAL BENEFIT

         4.1 CALCULATION OF LEGACY PLAN SUPPLEMENTAL BENEFIT. Each Participant
in this Supplemental Plan shall be entitled to a supplemental benefit calculated
in this Section 4.1. Such benefit will be an annual benefit (payable pursuant to
Section 4.2) that as of the date of determination is equal to:

             (a) the benefit to which the person would have been entitled under
the Legacy Plan (or the benefit to which the person would have been entitled had
the Participant been a Legacy Plan Participant) had the Code Limits not been in
effect and using Supplemental Plan Credited Service instead of Credited Service
in applying the terms of the Legacy Plan, plus

             (b) the amount determined by multiplying 2% of the Participant's
Average Incentive Compensation by the Participant's years of Supplemental Plan
Credited Service, plus

             (c) the amount determined by multiplying 2% of the Participant's
Average Performance Return by the Participant's years of Supplemental Plan
Credited Service, minus

             (d) the sum of

                 (i) benefits accrued to such person under the terms and
         provisions of the Legacy Plan and the Prior Plan (as defined in the
         Legacy Plan), and

                 (ii) the annuity that is the actuarial equivalent (using the
         assumptions stated in 4.3(c)) of the benefit the Participant receives
         through: (A) the crediting of Employer Contributions and Employer
         Matching Contributions in the 401(k) Plan; and (B) the 401(k) Plan
         Supplemental Benefit as defined in this Supplemental Plan.

The amount determined under 4.1(a), 4.1(b), and 4.1(c) above will be adjusted to
reflect the reduction for the Social Security offset determined under the Legacy
Plan, as though such amounts determined above were payable or would be payable
as a part of the Participant's (or other payee's) benefits under the Legacy
Plan. Such amounts so determined shall be further adjusted to reflect the Legacy
Plan's reductions for early retirement, adjustments for late retirement and
other relevant adjustments to benefits.

The benefit calculated pursuant to this Section 4.1 shall not be less than:

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                 (e) the benefit to which the person would have been entitled
         under the Legacy Plan had the Code Limits not been in effect and using
         Credited Service in applying the terms of the Legacy Plan, minus

                 (f) the benefit payable under the Legacy Plan using Credited
         Service in applying the terms of the Legacy Plan.

         Such amounts so determined shall be further adjusted to reflect the
Legacy Plan's reductions for early retirement, adjustments for late retirement,
social security offset, and other relevant adjustments to benefits.

         The benefit payable under this section shall replace any benefits
payable under Article Four of the Restoration Plan, and the Participant shall
have no benefit payable under Article Four of the Restoration Plan.

         4.2 PAYMENT OF LEGACY PLAN SUPPLEMENTAL BENEFIT. Subject to Sections
4.3 and 6.1, 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, as such
person's benefits under the Legacy Plan and the Restoration Plan (or would be so
paid if such person was entitled to benefits under the Legacy Plan). 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.

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             (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 date. The mortality assumption used will be the mortality assumption
as determined by the Committee.

             (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 (or if the Participant is not a participant in
the Legacy Plan, the date that the Participant would have first received
benefits if the Participant had been a participant in 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 $30,000, 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.

         4.5 ADJUSTMENTS TO THE LEGACY PLAN SUPPLEMENTAL BENEFIT.
Notwithstanding any other provision of this Supplemental Plan to the contrary,
the Board of Directors may adjust a Participant's Legacy Plan Supplemental
Benefit upward by adjusting upward the Participant's Credited Service or the
accumulation rate specified in Section 4.1.


                                  ARTICLE FIVE
                        401(k) PLAN SUPPLEMENTAL BENEFIT

         5.1 CALCULATION OF BENEFIT.

             (a) RESTORATION OF THE 401(K) PLAN EMPLOYER CONTRIBUTIONS. If
allocations to a Participant's Employer Contribution Account (as defined in the
401(k) Plan) are limited by operation of the Code Limits, a restoration 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 401(k) Plan.

             (b) RESTORATION OF THE 401(K) PLAN EMPLOYER MATCHING CONTRIBUTIONS.
If allocations to a Participant's Employer Matching Contribution Account (as
defined in the 401(k) Plan) are limited by operation of the Code Limits, a
restoration 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

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defined in the 401(k) Plan) minus the amounts that would have been contributed
to the 401(k) Plan had the Participant received the full match in the 401(k)
Plan.

             (c) CONTRIBUTIONS DUE TO INCENTIVE COMPENSATION. Each Participant's
account who is not a Legacy Participant shall be credited with an amount equal
to the product of (a) the rate of the maximum Employer match plus the Employer
Contribution rate, multiplied by (b) the Participant's Incentive Compensation
for the applicable period which begins the later of the date the employee
becomes a Participant or December 31, 1996.

             (d) 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 the 401(k) Plan absent the Code
Limits or would have been credited to the Participant's Account under the 401(k)
Plan had the Participant's Incentive Compensation for the applicable period been
considered Compensation (as defined in the 401(k) Plan).

             (e) 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.

             (f) REPLACEMENT OF 401(K) SUPPLEMENTAL BENEFIT. The benefit payable
under this section 5.1(a) and 5.1(b) shall replace any benefits payable under
Article Five of the Restoration Plan, and the Participant shall have no benefit
payable under Article Five of the Restoration Plan.

         5.2 PAYMENT OF 401(K) PLAN 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 the 401(k) Plan, 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 the 401(k) Plan.
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 the 401(k)
Plan. If no such election is made in accordance with procedures promulgated by
the Board of Directors or its designee, then payment 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 the 401(k) Plan.

         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 401(k) Plan Supplemental Benefit is less than or equal to
$30,000, the Participant's vested 401(k) 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.

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                                   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, be under a legal
disability, or shall otherwise be unable to apply such payment to his own
interest and advantage, the Committee, 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 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 shall in each case
be final and binding upon all persons in interest, unless the Committee 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.

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                                  ARTICLE SEVEN
                                CHANGE IN CONTROL

         7.1 CHANGE IN CONTROL. The Participants will be deemed to be completely
vested in their currently accrued benefits under this Supplemental Plan as of
the date of a Change in Control, regardless of their actual vesting service
credit thereunder. In addition, upon a Change in Control, a Participant who is a
401(k) Plan Member as defined in the Legacy Plan will be credited with Employer
Contributions and Employer Matching Contributions as though the Participant
contributed at a level to receive the Maximum Employer Matching Contributions
for the Continuation Period, as is defined in the Participant's Executive
Termination Benefits Agreement. This 401(k) Plan Supplemental Benefit will be
calculated as though the Participant's compensation rate equaled the amount
determined in Section 4(a) of the Participant's Executive Termination Benefits
Agreement. The Participant will be deemed to earn service credit for benefit
calculation purposes under Sections 4.1(a), 4.1(b), and 4.1(c) for the
Continuation Period. The Legacy Plan Supplemental Benefit will become payable at
any time designated by the Participant following termination of the
Participant's employment with the Company after the Participant reaches age
fifty-five (55), subject to the terms of the Legacy Plan regarding the actuarial
adjustment of benefit payments commencing prior to normal retirement age. The
Legacy Plan Supplemental Benefit will be calculated as though the Participant's
compensation rate for each of the five (5) years immediately preceding his
retirement equaled the amount determined in Section 4(a) of the Participant's
Executive Termination Benefits Agreement. In addition, the Participant will
receive the benefits set forth in this Section 7.1 in the event the
Participant's employment is terminated by the Company at any time within one
hundred and eighty (180) days prior to a Change in Control, other than for
death, disability or for cause (as such term is defined in Section 1(a) of the
Participant's Executive Termination Benefits Agreement), as though the
Participant remained employed by the Company at the time of the Change in
Control.


                                  ARTICLE EIGHT
                                     FUNDING

         8.1 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 following a
Change in Control. 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 8.2.

         8.2 SPRINGING RABBI TRUST UPON CHANGE IN CONTROL. If there is a Change
in Control, the Company will fund the benefits provided in this Supplemental
Plan in a so-called "Rabbi Trust". The

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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 General Counsel or its Corporate Secretary, may take those additional
actions deemed reasonably necessary to accomplish the stated purpose of this
Section 8.2.

         8.3 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 such person, in which case such person 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 NINE
                                 ADMINISTRATION

         9.1 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 9.2(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.

         9.2 GENERAL POWERS AND RESPONSIBILITIES OF THE COMMITTEE. The Committee
shall have the following powers and authorities:

             (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 Eleven, 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.

                                       13
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             (c) The Committee shall have such other powers as the Administrator
may have under the 401(k) Plan.

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.

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

         9.4 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 them 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 9.4 who is not otherwise appropriately insured.

         9.5 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.


                                   ARTICLE TEN
                       OTHER BENEFITS PLANS OF THE COMPANY

         10.1 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.

                                       14
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         10.2 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 ELEVEN
                      AMENDMENT AND TERMINATION OF THE PLAN

         11.1 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) Sections 7.1 and 8.2 of the Supplemental Plan
may not be amended following a Change in Control.

         11.2 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.

         11.3 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.


                                 ARTICLE TWELVE
                                  MISCELLANEOUS

         12.1 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.

         12.2 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.

                                       15
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         12.3 ADOPTION BY AFFILIATED COMPANY. 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 6th day of August, 2001 to be effective as of July 18, 2000.

                                                 SABRE HOLDINGS CORPORATION


                                         By:
                                                 --------------------------
                                                 James F. Brashear
                                                 Corporate Secretary


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