DEFERRED COMPENSATION PLAN

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Exhibit 10.1

Sabre Holdings

DEFERRED COMPENSATION PLAN

ARTICLE I
Purpose

        The purpose of the Sabre Holdings Deferred Compensation Plan ("the Plan"), as amended as of May 16, 2003, of Sabre Inc. (the "Company") is to provide a select group of key employees of the Company and designated Subsidiaries on the United States payroll the opportunity to defer receipt of base salary, cash bonuses and certain equity-based compensation to which they may become entitled for the periods provided herein. This Plan shall be considered an unfunded nonqualified deferred compensation "top hat" plan maintained for "a select group of management or highly compensated employees," as that phrase is used in Title I of the Employee Retirement Income Security Act of 1974, and shall be construed accordingly. The Plan is intended to replace and supercede The SABRE Group Deferred Compensation Plan as amended April 29, 1998.

ARTICLE II
Definitions

        For purposes of this Plan, the following terms shall have the following meanings:

        2.1    " Account " shall have the meaning set forth in Section 4.1.

        2.2    " Administrator " shall have the meaning set forth in Section 6.1.

        2.3    " Base Salary " shall mean a Participant's regular base salary for a Plan Year (and shall exclude Incentive Awards or other incentive compensation) payable by the Company to a Participant, but before reduction of base salary deferred pursuant to this Plan or any other plan of the Company.

        2.4    " Beneficiary " shall mean the person or persons designated from time to time in writing delivered to the Administrator by a Participant to receive payments under this Plan after the death of such Participant or, in the absence of any such designation or in the event that such designated person or persons shall predecease such Participant, the Participant's estate. A Participant shall designate a Beneficiary on his initial Deferral Election Form and thereafter may change his Beneficiary designation by filing with the Administrator an Election Change Form that may be obtained from the Administrator.

        2.5    " Board of Directors " shall mean the Board of Directors of the Company or a duly authorized committee thereof.

        2.6    " Cause " shall mean willful misconduct, violation of Company policy, refusal to perform reasonably assigned duties or any other conduct that the Administrator, in its sole discretion, determines is injurious to the business or reputation of the Company.

        2.7    " Change in Control " shall have the meaning ascribed to that term in the LTIP.

        2.8    " Committee " shall have the meaning set forth in Section 6.1.

        2.9    " Company " shall mean Sabre Inc., a Delaware corporation, or any successor thereto, and those designated Subsidiaries whose employees participate in this Plan.

        2.10  " Deferral Election " shall mean a Participant's election pursuant to Section 3.1 to have a specified percentage or dollar amount of his Eligible Base Salary or Incentive Award deferred pursuant to this Plan.

        2.11  " Deferral Election Form " shall mean the form that a Participant submits to the Administrator on which the Participant documents his Deferral Election.

        2.12  " Deferral Period " shall mean the period of deferral of a Participant's Deferred Compensation as provided in Section 3.2.

        2.13  " Deferred Amount " shall mean as of any date the sum of all of a Participant's Deferred Compensation plus all gains or losses attributable thereto as of such date as reflected in the Account of such Participant, as provided herein.

        2.14  " Deferred Compensation " shall mean that portion of a Participant's Eligible Base Salary or Incentive Award, the payment of which the Participant has elected to defer under this Plan.

        2.15  " Discretionary Transaction " shall have the meaning set forth in Rule 16b-3 promulgated under the Exchange Act.

        2.16  " Effective Date " shall mean October 14, 1997, the date as of which the Plan was adopted by the Board of Directors.

        2.17  " Election Change Form " shall mean the form that a Participant submits to the Administrator on which the Participant documents his election to change his Pay-Out Schedule.

        2.18  " Election Date " shall mean the date by which a Participant must make a Deferral Election pursuant to Sections 3.5 and 3.6.

        2.19  " Eligible Base Salary " shall mean for any Participant, the portion of the Participant's Base Salary that exceeds the dollar limit in effect at the time of Election Date under § 401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code").

        2.20  " Eligible Employee " shall mean a select group of management and/or highly compensated individuals employed by the Company or designated Subsidiaries on or after the Effective Date and who are designated from time to time by the Board of Directors to be eligible for participation in the Plan.

        2.21  " Exchange Act " means the Securities Exchange Act of 1934, as amended.

        2.22  " Incentive Award " shall mean a payment, award or other benefit to which a Participant may become entitled pursuant to any incentive, commission, profit-sharing, bonus or other plan sponsored by the Company (including, but not limited to awards made pursuant to the LTIP) and which the Administrator shall from time to time determine is eligible for deferral pursuant to this Plan.

        2.23  " Insider " shall mean any Participant who is subject to Section 16 of the Exchange Act.

        2.24  " Investment Choices " shall mean the investment vehicles made available by the Administrator from time to time in which Participants' Deferred Compensation will be deemed to be invested pursuant to Section 4.2.

        2.25  " LTIP " shall mean the Sabre Holdings Corporation 1996 Long-Term Incentive Plan, as amended from time to time.

        2.26  " Participant " shall mean any Eligible Employee who makes a Deferral Election pursuant to Section 3.1.

        2.27  " Pay-Out Schedule " shall mean, with respect to a Participant's Deferred Amount, the designated method of payment of such Deferred Amount following the end of the Deferral Period, as selected by a Participant pursuant to Section 3.1.

        2.28  " Plan " shall mean the Sabre Holdings Deferred Compensation Plan, as amended as of May 16, 2003.

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        2.29  " Plan Year " shall mean from January 1, 2004 through December 31, 2004, and thereafter each January 1 through December 31 of the next succeeding years.

        2.30  " Subsidiary " shall mean a corporation (other than Sabre Inc. or Sabre Holdings Corporation) in an unbroken chain of corporations beginning with Sabre Inc, or Sabre Holdings Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

        2.31  " Substantial Hardship " shall mean an unanticipated emergency that is caused by events outside of the control of the Participant (or in the event of the Participant's death, his Beneficiary) that would result in severe financial hardship to the Participant if early withdrawal were not permitted (or in the event of the Participant's death, his Beneficiary), as determined in the sole discretion of the Administrator.

ARTICLE III
Deferral of Awards

        3.1     Deferral Election.     Each Eligible Employee may elect to have the payment of a specified percentage or specified dollar amount of Eligible Base Salary or Incentive Award deferred pursuant to this Plan; provided , however , that the minimum amount of Deferred Compensation with respect to Eligible Base Salary and each type of Incentive Award with respect to which a Deferral Election may be made shall each be at least five thousand dollars ($5,000) for any Plan Year. Each Deferral Election shall be made on a Deferral Election Form to be provided by the Administrator and shall specify the dollar amount or percentage of either Eligible Base Salary or Incentive Award to be deferred. The Deferral Election Form shall also specify the Deferral Period, the Investment Choices, if it is the Participant's initial Deferral Election Form, the Pay-Out Schedule (in accordance with Section 3.3) and a Beneficiary designation. Participants must make a separate Deferral Election on or before the applicable Election Date as specified in Section 3.5 or Section 3.6 (i) for each Plan Year in respect of Eligible Base Salary to be earned and (ii) for each Incentive Award in the manner designated by the Administrator to be eligible for deferral.

        3.2     Deferral Period.     The Deferral Period with respect to a Participant's Deferred Compensation is the period which shall commence on the date the Deferred Compensation would otherwise have been paid to the Participant and shall end on the March 1 of the next calendar year following the earlier of the date of the Participant's termination of employment with the Company for any reason, or the fixed date elected by the Participant and set forth in his Deferral Election Form. For the purposes of this Plan, it shall not be considered a termination of employment when a Participant is: (i) granted a military leave of absence by the Company; (ii) granted an approved personal leave of absence by the Company, provided , however , that the Administrator may from time to time determine that certain leaves of absence pursuant to this Section 3.2(ii) constitute a termination of employment for purposes of this Plan; (iii) on short-term disability leave; (iv) transferred to any other subsidiary of the Company; or (v) determined by the Administrator to not have been terminated.

        3.3     Pay-Out Schedule.     Each of the Deferral Elections made by a Participant shall specify a Pay-Out Schedule with respect to such Participant's Deferred Compensation, which shall be either: (i) a lump-sum pay-out or (ii) a pay-out in annual installments (not in excess of ten), which payments shall commence as soon as administratively possible after March 1 of the next calendar year following the date specified by the Participant in the Pay-Out Schedule or as soon as administratively possible after March 1 of the next calendar year following the Participant's termination of employment, whichever event occurs earlier; provided that the amount of each installment payable pursuant to clause (ii) shall equal the balance of the Participant's Account at the close of business at the end of February occurring immediately prior to the payment of the installment divided by the number of installments remaining to be paid. If a Pay-Out Schedule is not chosen by a Participant, he shall be deemed to have elected a lump-sum pay-out. There

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may be different Pay-Out Schedules elected depending on the reason for the Participant's termination of employment. Each Participant may elect to change his Pay-Out Schedule by completing an Election Change Form that will be available from the Administrator and submitting it to the Administrator or his designated representative; provided , however , such change of Pay-Out Schedule shall be effective only if such completed Election Change Form is submitted by the Participant at least one year prior to the date of the previously elected date of payment. However, a change of a Pay-Out Schedule with respect to any Deferral Election can be made by the Participant only twice after the initial specification of the applicable Pay-Out Schedule. Notwithstanding the foregoing provisions of this Section 3.3 and the payment schedule set forth in any Pay-Out Schedule, no payment to an Insider with respect to the portion of his Account attributable to an Investment Choice relating to or based upon any equity security (within the meaning of Rule 16b-3 promulgated under the Exchange Act) of the Company shall be made sooner than six months after (i) if the payment would not constitute a Discretionary Transaction, the date of an acquisition of equity securities of the Company by such Participant which is not exempt pursuant to Section 16(b) of the Exchange Act and the rules promulgated thereunder, or (ii) if the payment would constitute a Discretionary Transaction, the date of an acquisition of equity securities of the Company which is a Discretionary Transaction.

        3.4     Irrevocability.     A Deferral Election, once made, shall be irrevocable; provided , however , that (i) upon