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TRAVELOCITY RENEWS ALLIANCE WITH MASTERCARD® INTERNATIONAL

MasterCard Continues Multi-Year Agreement with Travelocity; Consumers Benefit With the Latest Special Cruise Deals

Fort Worth, Texas, and Purchase, New York (February 20, 2003) - Travelocity, the most popular travel site on the web, has renewed its strategic alliance with MasterCard International, one of the world’s leading payment brands.

As part of the multi-year agreement, Travelocity and MasterCard have teamed up to create an expansive program to market destinations, airlines, hotels, cruise lines, vacation packages, car rental specials and more. The agreement has been broadened to include travelocity.ca, Travelocity’s Canadian website, and last-minute travel site, Site59. The expanded scope of the new agreement reflects the success of the relationship between the two companies since June 2000, which have offered some of the most compelling and rewarding consumer travel options.

“MasterCard’s strategic alliance with Travelocity is fulfilling an important part of our strategy to deliver true one-stop online travel shopping,” said Fred P. Gore, senior vice president of North America Acceptance at MasterCard International. “We look forward to working with Travelocity to create exclusive, new programs and offers that are vitally rewarding and important for MasterCard cardholders.”

Travelocity and MasterCard Offer Spring Cruise Vacation Package

Travelocity and MasterCard will continue offering value-packed cash-back promotions to customers. In addition to Travelocity’s already low cruise rates, members who use a MasterCard card by February 28 to purchase three to 10-day sailings between March 1, 2003 and December 31, 2003 can receive up to $250 cash back on a MasterCard Gift Card, which may be used at more than 29 million MasterCard acceptance locations worldwide.

“Travelocity has enjoyed a great relationship with MasterCard since we established this strategic partnership two years ago. In fact, MasterCard has become the primary method of payment for Travelocity members. We’re very pleased to announce that, as a result of our renewed alliance, Travelocity and MasterCard will continue to work together to deliver best-in-class travel products to consumers with even more value-added travel perks and special discounts,” said Michelle Peluso, Senior Vice President, Product Strategy and Distribution, Travelocity.

Travelocity and MasterCard will continue to offer additional special deals for those consumers who sign up for the Travelocity MasterCard card.

About Travelocity

Travelocity pioneered the online travel space and continues to be the most popular travel service on the web, giving consumers access to hundreds of airlines, thousands of hotels and cruise and vacations packages, and best-in-class car rental companies, all backed by 1,000 customer service representatives staffed to provide 24-hour assistance. With 38 million members, Travelocity is the sixth largest travel agency in the United States. It has been recognized worldwide for its leadership in the online travel space, and it operates or powers websites in seven languages across four continents.

Travelocity is wholly owned by Sabre Holdings Corporation (NYSE: TSG), the leading provider of technology and marketing services for the travel industry. More information on Sabre can be found at www.sabre.com. Additional information about Travelocity can be found on the Web at www.travelocity.com.

About MasterCard International

MasterCard International has a comprehensive portfolio of well-known, widely accepted payment brands including MasterCard, Cirrus® and Maestro®. More than 1.7 billion MasterCard, Cirrus and Maestro logos are present on credit, charge and debit cards in circulation today. With approximately 25,000 MasterCard, Cirrus and Maestro members worldwide, MasterCard serves consumers and businesses, both large and small, in 210 countries and territories. MasterCard is a leader in quality and innovation, offering a wide range of payment solutions in the virtual and traditional worlds. MasterCard’s award-winning Priceless™ advertising campaign is now seen in 90 countries and in 45 languages, giving the MasterCard brand a truly global reach and scope. With more than 29 million acceptance locations including over 835,000 MasterCard/Maestro/Cirrus ATMs around the world, no payment card is more widely accepted globally than MasterCard. For the nine months ended September 30, 2002, gross dollar volume exceeded US$831.7 billion. MasterCard can be reached through its website at http://www.mastercardinternational.com.

Contacts in the U.S.:

Judy Haveson (judy@vollmerpr.com)
212.554.7425
VOLLMER

Janelle O’Haugherty (janelle@vollmerpr.com)
972.488.4790
VOLLMER

Alex Lau (alex_lau@mastercard.com)
914.249.3095
MASTERCARD INTERNATIONAL

Stephanie Stegich (stephanies@wagged.com)
203.353.7034
WAGGENER EDSTROM

In Canada:
For travelocity.ca:
Aline Bardakjian
416.515.7517 ext. 232

Marie-Josée Gauvin
514.525.2194

For MasterCard Canada:
Tina Gladstone/Allison Morris
416.920.9000 ext 410/239