<Page>

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                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ /  Preliminary Proxy Statement                / / Confidential, for Use of
                                                the Commission Only (as
                                                permitted by Rule 14a-6(e)(2))
/X/  Definitive Proxy Statement

/ /  Definitive Additional Materials
/ /  Soliciting Material under Rule 14a-12

                           priceline.com Incorporated
   --------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


   --------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  Title of each class of securities to which transaction applies:  __________

(2)  Aggregate number of securities to which transaction applies:  _____________

(3)  Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
     calculated and state how it was determined):
     _____________________________

(4)  Proposed maximum aggregate value of transaction:  _________________________

(5)  Total fee paid:  _________________________________

/ /  Fee paid previously with preliminary materials.

/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

(1)  Amount Previously Paid:  _________________________________

(2)  Form, Schedule or Registration Statement No.:  ____________________________

(3)  Filing Party:  _________________________________

(4)  Date Filed:  _________________________________

================================================================================

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[PRICELINE.COM(R) LOGO]

                                                                    May 19, 2003

Dear Stockholder:

     You are cordially invited to attend the 2003 Annual Meeting of Stockholders
(the "Annual Meeting") of priceline.com Incorporated (the "Company") to be held
at 2:00 p.m. on Monday, June 9, 2003 at the Doubletree Club Hotel, 789
Connecticut Avenue, Norwalk, Connecticut 06854.

     At the Annual Meeting, stockholders will be asked to: elect twelve 
Directors; approve four alternative amendments to the Company's amended and 
restated certificate of incorporation to effect a reverse stock split of all 
outstanding shares of our common stock at a ratio of one-for-six, 
one-for-seven, one-for-eight or one-for-nine, respectively; and  ratify the 
appointment of Deloitte & Touche LLP as the Company's independent auditors. 
The accompanying Notice of 2003 Annual Meeting of Stockholders and Proxy 
Statement describe the matters to be presented at the Annual Meeting.

     The Board of Directors unanimously recommends that stockholders vote in 
favor of the election of the nominated Directors, approval of each 
alternative proposal for a reverse stock split of all outstanding shares of 
common stock of the Company and to ratify the appointment of Deloitte & 
Touche LLP as the Company's independent auditors.

     Whether or not you plan to attend the Annual Meeting, please mark, sign,
date and return your proxy card in the enclosed envelope as soon as possible.
Your stock will be voted in accordance with the instructions you have given in
your proxy card. You may attend the Annual Meeting and vote in person even if
you have previously returned your proxy card. ALL STOCKHOLDERS WHO ATTEND THE
MEETING WILL BE REQUIRED TO PRESENT VALID PICTURE IDENTIFICATION, SUCH AS A
DRIVER'S LICENSE OR A PASSPORT. We hope you are able to join us on June 9.

                                                     Sincerely,

                                                     /s/ Richard S. Braddock

                                                     Richard S. Braddock
                                                     Chairman of the Board

                                    IMPORTANT

     A proxy card is enclosed. We urge you to complete and mail the card
promptly in the enclosed envelope, which requires no postage if mailed in the
United States. Any stockholder attending the Annual Meeting may personally vote
on all matters that are considered, in which event the signed and mailed proxy
will be revoked.

                    IT IS IMPORTANT THAT YOU VOTE YOUR STOCK

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                           PRICELINE.COM INCORPORATED
                             800 CONNECTICUT AVENUE
                           NORWALK, CONNECTICUT 06854


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                       TO BE HELD ON MONDAY, JUNE 9, 2003

To the Stockholders of priceline.com Incorporated:

     We hereby notify you that the Annual Meeting of Stockholders of
priceline.com Incorporated (the "Company") will be held on Monday, June 9, 2003
at 2:00 p.m. local time at the Doubletree Club Hotel, 789 Connecticut Avenue,
Norwalk, Connecticut 06854 for the following purposes:

     To elect twelve Directors to hold office until the next annual meeting
of stockholders or until their respective successors are elected and qualified.

     To approve four alternative amendments to the Company's amended and 
restated certificate of incorporation to effect a reverse stock split of all 
outstanding shares of our common stock at a ratio of one-for-six, 
one-for-seven, one-for-eight or one-for-nine, respectively.

     To ratify the selection of Deloitte & Touche LLP as independent auditors
of the Company for our fiscal year ending December 31, 2003.

     To transact such other business as may properly come before the meeting
or any adjournment or postponement of the meeting.

     These business items are more fully described in the Proxy Statement
accompanying this Notice.

     The Board of Directors has fixed the close of business on May 8, 2003, as
the record date for identifying those stockholders entitled to notice of, and to
vote at, this Annual Meeting and at any adjournment or postponement of this
meeting.

                                      By Order of the Board of Directors

                                      /s/ Peter J. Millones

                                      Peter J. Millones
                                      Executive Vice President, General Counsel
                                      and Corporate Secretary

Norwalk, Connecticut

M
ay 19, 2003

     All Stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign and
return the enclosed proxy as promptly as possible to ensure your representation
at the meeting. A return envelope (which is postage prepaid if mailed in the
United States) is enclosed for that purpose. Even if you have given your proxy,
you may still vote in person if you attend the meeting. Please note, however,
that if your shares are held of record by a broker, bank or other nominee and
you wish to vote at the meeting, you must obtain from the record holder a proxy
issued in your name.

<Page>

                           PRICELINE.COM INCORPORATED
                                 PROXY STATEMENT
                                TABLE OF CONTENTS


<Table>
<S>                                                                                       <C>
PROXY STATEMENT

         General..........................................................................1

         Solicitation.....................................................................1

         Voting Rights and Outstanding Shares; Approval...................................1

         Revocability of Proxies..........................................................2

         Stockholder Proposals............................................................2


PROPOSAL 1:  ELECTION OF DIRECTORS........................................................2
         Board Committees and Meetings....................................................5

PROPOSALS 2,3,4 AND 5:  APPROVAL OF REVERSE STOCK SPLIT...................................7
         Introduction............ ........................................................7

         Reasons for a Reverse Stock Split................................................7

         Principal Effects of a Reverse Stock Split.......................................8

         Implementation and Exchange of Stock Certificates................................9

         Certain Federal Income Tax Consequences..........................................10

         Accounting Consequences..........................................................11

         No Appraisal Rights..............................................................11

         Vote and Recommendation..........................................................11

P
ROPOSAL 6:  RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS............................11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............................12
         Section 16(a) Beneficial Ownership Reporting Compliance..........................14

DIRECTOR AND EXECUTIVE COMPENSATION.......................................................14
         Compensation of Directors........................................................14

         Compensation of Executive Officers...............................................15

         Summary Compensation Table.......................................................15

         Option Grants Last Fiscal Year...................................................17

         Aggregated Option Exercises in 2002 and Fiscal Year-End Option Values............18

         Other............................................................................18

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
         CHANGE-IN-CONTROL ARRANGEMENTS...................................................18

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION...............................20

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS21
         ON EXECUTIVE COMPENSATION........................................................21

PERFORMANCE MEASUREMENT COMPARISON........................................................23

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................................24

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS...................................27

AUDITOR INDEPENDENCE......................................................................28

OTHER MATTERS.............................................................................29
</Table>


<Page>

                           PRICELINE.COM INCORPORATED
                             800 CONNECTICUT AVENUE
                           NORWALK, CONNECTICUT 06854

                                 PROXY STATEMENT
                       FOR ANNUAL MEETING OF STOCKHOLDERS

                        TO BE HELD ON MONDAY JUNE 9, 2003

                 INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

     The enclosed proxy is solicited on behalf of the Board of Directors of
priceline.com Incorporated ("we" or "priceline.com" or the "Company") for use at
the Annual Meeting of Stockholders to be held on Monday, June 9, 2003, at 2:00
p.m. local time (the "Annual Meeting"), or at any adjournment or postponement of
this meeting, for the purposes set forth in this proxy statement and in the
accompanying Notice of Annual Meeting. The Annual Meeting will be held at the
Doubletree Club Hotel, 789 Connecticut Avenue, Norwalk, Connecticut 06854. We
intend to mail this proxy statement and accompanying proxy card on or about
May 19, 2003 to all stockholders entitled to vote at the Annual Meeting.

SOLICITATION

     We will pay for the entire cost of proxy solicitations, including
preparation, assembly, printing and mailing of proxy solicitation materials. We
will provide copies of solicitation materials to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of priceline.com common
stock beneficially owned by others to forward these materials to the beneficial
owners of common stock. We may reimburse persons representing beneficial owners
of common stock for their costs of forwarding solicitation materials. Directors,
officers or other regular employees of ours may also solicit proxies by
telephone, telegram or in-person. We will not additionally compensate directors,
officers or other regular employees for these services.

VOTING RIGHTS AND OUTSTANDING SHARES; APPROVAL

     Only stockholders of record at the close of business on May 8, 2003 will be
entitled to notice of and to vote at the Annual Meeting. At the close of
business on May 7, 2003, 225,615,266 shares of common stock were outstanding and
entitled to vote. Each holder of record of common stock on May 8, 2003 will be
entitled to one vote for each share held on all matters to be voted upon at the
Annual Meeting.

     The inspector of election appointed for the meeting will tabulate all votes
and will separately tabulate affirmative and negative votes, abstentions and
broker non-votes. Abstentions will have the same effect as negative votes.
Broker non-votes are counted towards a quorum, but are not counted for any
purpose in determining whether a matter has been approved. A majority of the
outstanding shares of common stock, present in person or represented by proxy,
constitutes a quorum for the transaction of business at the Annual Meeting.

     The nominees for election to the Board of Directors who receive the 
greatest number of votes cast for the election of Directors by the shares of 
common stock present, in person or by proxy, and entitled to vote at the 
Annual Meeting shall be elected Directors. Holders of common stock are not 
allowed to cumulate their votes in the election of Directors. The affirmative 
vote of the holders of a majority of the outstanding shares of common stock 
entitled to vote at the Annual Meeting will be required to approve any of the 
proposed amendments to the priceline.com Incorporated amended and restated 
certificate of incorporation. The affirmative vote of the holders of a 
majority of the shares present, in person or represented by proxy, and 
entitled to vote at the Annual Meeting will be required to ratify the 
selection of Deloitte & Touche LLP. THE BOARD OF DIRECTORS RECOMMENDS A VOTE 
F
OR EACH OF THE BOARD OF DIRECTOR'S NOMINEES, FOR EACH OF THE PROPOSED 
AMENDMENTS TO THE PRICELINE.COM INCORPORATED AMENDED AND RESTATED CERTIFICATE 
OF INCORPORATION AND FOR RATIFICATION OF DELOITTE & TOUCHE LLP AS THE 
COMPANY'S INDEPENDENT AUDITORS.

<Page>

REVOCABILITY OF PROXIES

     Any person giving a proxy in response to this solicitation has the power to
revoke it at any time before it is voted. Proxies may be revoked by any of the
following actions:

     -  filing a written notice of revocation with our Corporate Secretary at
        our principal executive office (800 Connecticut Avenue, Norwalk,
        Connecticut 06854);

     -  filing with our Corporate Secretary at our principal executive office
        (800 Connecticut Avenue, Norwalk, Connecticut 06854) a properly executed
        proxy showing a later date; or

     -  attending the meeting and voting in person (attendance at the meeting
        will not, by itself, revoke a proxy). Please note that if your shares
        are held of record by a broker, bank or other nominee and you wish to
        vote at the meeting, you must obtain from the record holder a proxy
        issued in your name.

STOCKHOLDER PROPOSALS

     The deadline for submitting a stockholder proposal to be included in our
proxy statement for our 2004 annual meeting of stockholders pursuant to Rule
14a-8 of the Securities and Exchange Commission is January 19, 2004. However, we
advise you to review our Bylaws, which contain additional requirements regarding
advance notice of stockholder proposals and director nominations.


                                   PROPOSAL 1

                              ELECTION OF DIRECTORS

     In accordance with the Company's Bylaws, the Board of Directors has fixed
the number of Directors constituting the entire Board of Directors, effective
after the Annual Meeting, at twelve. The Board of Directors has proposed that
the following twelve nominees be elected at the Annual Meeting, each of whom
will hold office until his or her successor has been elected and qualified:
RICHARD S. BRADDOCK, JEFFERY H. BOYD, PAUL A. ALLAIRE, RALPH M. BAHNA,
HOWARD W. BARKER, JR., JEFFREY E. EPSTEIN, PATRICIA L. FRANCY, EDMOND TAK
CHUEN IP, DOMINIC KAI MING LAI, MARSHALL LOEB, NANCY B. PERETSMAN AND
IAN F. WADE. Unless otherwise instructed, it is the intention of the persons
named as proxies on the accompanying proxy card to vote shares represented by
properly executed proxies for such nominees. Although the Board of Directors
anticipates that the twelve nominees will be available to serve as Directors of
the Company, if any of them should be unwilling or unable to serve, it is
intended that the proxies will be voted for the election of such substitute
nominee or nominees as may be designated by the Board of Directors. If elected
at the Annual Meeting, each of the nominees would serve until the 2004 annual
meeting and until his or her successor is elected and has qualified, or until
his or her earlier death, resignation or removal. Each person nominated for
election has agreed to serve if elected. Management has no reason to believe
that any nominee will be unable to serve.

     The nominees for election to the Board of Directors who receive the
greatest number of votes cast for the election of Directors by the shares of
common stock present, in person or by proxy, shall be elected Directors. Holders
of common stock are not allowed to cumulate their votes in the election of
D
irectors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

     Set forth below is biographical information for each person nominated to
serve as a Director of the Company.

     RICHARD S. BRADDOCK, age 61, has served as Chairman of the Board of
Directors of priceline.com since August 1998 and was, most recently, Chief
Executive Officer from May 2001 to November 2002. Mr. Braddock was also Chief
Executive Officer of priceline.com from August 1998 to May 2000. In March 2003,
Mr. Braddock joined Mid Ocean Partners, an independent equity firm, as a
partner. From December 1997 to January 1999, he served as the non-executive
Chairman of True North Communications, Inc., an advertising company. From
September 1996 to August 1997, he served as a special advisor to General
Atlantic Partners, LLC, a private equity investment firm. Mr. Braddock was a
principal of Clayton, Dubilier & Rice, a private equity fund, from June 1994
through September 1995. He also served as Chief Executive Officer of Medco
Containment Services

                                        2
<Page>

during 1993. From 1973 to 1992, Mr. Braddock held a variety of positions at
Citicorp and its principal subsidiary, Citibank, N.A., including President and
Chief Operating Officer. Mr. Braddock also serves as a director of Eastman Kodak
Company, an imaging products company; Cadbury Schweppes plc, a global beverage
and confectionery manufacturer; MphasiS-BFL Limited; Lincoln Center for the
Performing Arts; and Lennox Hill Hospital and is a trustee of the Cancer
Research Institute.

     JEFFERY H. BOYD, age 46, has served as a Director of priceline.com since
October 2001. Mr. Boyd has been President of priceline.com since May 2001 and
Chief Executive Officer since November 2002. Mr. Boyd was President and Co-Chief
Executive Officer from August 2002 to November 2002 and Chief Operating Officer
from November 2000 to August 2002. He previously served as Executive Vice
President, General Counsel and Secretary of priceline.com from January 2000 to
October 2000. In 1995, Mr. Boyd joined Oxford Health Plans, Inc. as its
Executive Vice President, General Counsel and Secretary, where he served in such
capacities through December 1999.

     PAUL A. ALLAIRE, age 64, has served as a Director of priceline.com since
February 1999. Mr. Allaire was Chief Executive Officer of Xerox Corporation, a
company offering document processing services and products, from May 2000 to
August 2001. Mr. Allaire had previously served as Chief Executive Officer of
Xerox Corporation from 1990 to May 1999. Mr. Allaire retired as Chairman of the
Board and as a director of Xerox Corporation in December 2001. Since 1991, he
was the Chairman of the Board of Directors and the Chairman of the Executive
Committee of Xerox Corporation. Mr. Allaire serves as a director of Lucent
Technologies Inc., a global communications systems and software company; and
Glaxo SmithKline, a healthcare company. Mr. Allaire is a member of the Business
Council and is a member of the board of directors of the Council on
Competitiveness and is Chairman of the Board of the Ford Foundation.

     RALPH M. BAHNA, age 60, has served as a Director of priceline.com since
July 1998. Since 1992, Mr. Bahna has been the President of Masterworks
Development Corp., a company he founded to develop an international group of
hotels named Club Quarters(TM). Club Quarters are private, city-center
facilities designed for the business travelers of cost conscious organizations.
Since 1993, Mr. Bahna has served as the Chairman of Club Quarters(TM). From 1980
to 1989, Mr. Bahna served as the Chief Executive Officer of Cunard Lines, Ltd.,
and the Cunard Group of Companies. Prior to Cunard, Mr. Bahna was employed by
Trans World Airlines, Inc., where he developed and launched its highly
successful Ambassador Service.

     HOWARD W. BARKER, JR., age 56, joined the priceline.com Board of Directors
in January 2003. Mr. Barker was a partner of the auditing firm KPMG LLP from
July, 1982 until September, 2002, when he retired. He is a member of the
American Institute of Certified Public Accountants, the Connecticut Society of
Certified Public Accountants and the Florida Institute of Certified Public
Accountants. He was on the Board of Governors of the New York City Chapter of
the Institute for Internal Auditors from 1985 to 1986 and is currently a member
of the Presidents Club of Florida State University. He currently serves as
Treasurer and member of the Board of Directors of Senior Services of Stamford
and served as President and member of the Board of Directors of the Volunteer
Center from 1990 to 1996 and member of the Board of Directors of the Darien
United Way and Person to Person from 1997 to 1999 and 1998 to 2000,
respectively.

     JEFFREY E. EPSTEIN, age 47, joined the priceline.com Board of Directors in
April 2003. Mr. Epstein has been Senior Vice President and Chief Financial
Officer of VNU's Media Measurement and Information (MMI) Group, whose businesses
include Nielsen Media Research, since March 2002. Mr. Epstein is responsible for
all financial functions of VNU's $1 billion MMI Group. MMI Group provides data,
research and insight to the world's leading media companies through its
businesses, which include Nielsen Media Research, Monitor Plus, SRDS,
Scarborough (50%), IMS, MRP, Nielsen//NetRatings and Nielsen Entertainment. In
addition to his financial responsibilities, Mr. Epstein is a member of the MMI
Group Media Board and Entertainment Board, and is a member of the Board of
Directors of NetRatings and ValueClick. From March 1998 to February 2002, 
Mr. Epstein held senior management positions with DoubleClick, including 
Chief Financial Officer.

     PATRICIA L. FRANCY, age 57, joined the priceline.com Board of Directors in
April 2003. Ms. Francy has been Treasurer & Controller of Columbia University
since 1989. She has been affiliated with the University since 1968, and has
served as Director of Finance and Director of Budget Operations. She has served
on the boards of various University-affiliated not-for-profits, including Reid
Hall in Paris, a junior year abroad program and advanced learning center.
Ms. Francy is Director and Treasurer of Outward Bound USA, Expeditionary
Learning Outward Bound, and Junior Achievement, Inc. She is Director and former
Chair of the Women's

                                        3
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Economic Round Table. Ms. Francy is also Director of the Siebert Financial
Corporation, one of the nation's first retail discount brokerage firms.

     EDMOND TAK CHUEN IP, age 50, is Cheung Kong (Holdings) Limited's
representative on priceline.com's Board of Directors, a position he has held
since July 2001. Mr. Ip has been an Executive Director of Cheung Kong (Holdings)
Limited since 1993. He is also Deputy Chairman of Cheung Kong Infrastructure
Holdings Limited, and an Executive Director of CK Life Sciences Int'l.,
(Holdings) Inc. and a Non-executive Director of TOM.COM LIMITED. Mr. Ip sits on
the board of directors of a number of publicly and privately held companies in
Hong Kong. Cheung Kong (Holdings) Limited received the right to select a
representative to serve as a member of priceline.com's Board of Directors in
connection with Cheung Kong (Holdings) Limited's purchase of priceline.com
common stock in July 2001.

     DOMINIC KAI MING LAI, age 49, is one of Hutchison Whampoa Limited's two
representatives on priceline.com's Board of Directors, a position he has held
since July 2001. Mr. Lai is an Executive Director of Hutchison Whampoa Limited
and also the Deputy Chairman of Hutchison Harbour Ring Limited and a Director of
Vanda Systems & Communications Holdings Limited. Hutchison Whampoa Limited
received the right to select a second representative to serve as a member of
priceline.com's Board of Directors in connection with Hutchison Whampoa
Limited's purchase of priceline.com common stock in July 2001.

     MARSHALL LOEB, age 73, has served as a Director of priceline.com since July
1998. He is a columnist for, and member of the Advisory Board of, CBS
MarketWatch.com, an on-line financial news and analysis service. Mr. Loeb also
is a broadcast commentator for the CBS Radio Network. From 1996 to 1999,
Mr. Loeb was the Editor of the COLUMBIA JOURNALISM REVIEW. He served as the
Managing Editor of Fortune magazine from 1986 to 1994 and as the Managing Editor
of Money magazine from 1980 to 1984. He also has served as the Business Editor,
Nation Editor and Economy Editor of TIME magazine. Mr. Loeb is a member of the
Advisory Board of Bagehot Fellows Program at Columbia University. He is also the
author of 14 books, most recently 52 WEEKS TO FINANCIAL FITNESS.

     NANCY B. PERETSMAN, age 49, has served as a Director of priceline.com since
February 1999. Since June 1995, she has been a Managing Director and Executive
Vice President of Allen & Company LLC, an investment bank. Prior to joining
Allen & Company LLC, Ms. Peretsman had been an investment banker since 1983 at
Salomon Brothers Inc., where she was a Managing Director since 1990.
Ms. Peretsman serves on the Board of Directors for Charter Communications and
for several private companies in which Allen & Company LLC has an investment.
She is Vice Chairman of the Board of The New School. Ms. Peretsman is a Trustee
of the Institute of Advanced Study. Ms. Peretsman served for fourteen years on
the Board of Trustees of Princeton University and is currently an Emerita
Trustee.

     IAN F. WADE, age 63, is one of Hutchison Whampoa Limited's two
representatives on priceline.com's Board of Directors, a position he has held
since February 2001. Since March 1982, Mr. Wade has been Group Managing Director
of Hutchison Whampoa Limited's A.S. Watson & Co., Limited. Mr. Wade sits on the
boards of directors of a number of privately held companies and institutions,
including the Board of the Community Chest of Hong Kong and the Hong Kong Red
Cross Advisory Committee. Hutchison Whampoa Limited received the right to select
a representative to serve as a member of priceline.com's Board of Directors in
connection with Hutchison Whampoa Limited's purchase of priceline.com common
stock in February 2001.

     Nicholas J. Nicholas, Jr., who is currently a member of the Board of
Directors and Chairman of priceline.com's compensation committee, is not
standing for re-election at the Annual Meeting. William E. Ford retired as a
member of the Board of Directors on January 24, 2003, after five years of
service.

     Set forth below is biographical information for each executive officer of
the Company (each an "executive officer"), other than executive officers who are
nominated to serve as Directors of the Company and whose biographical
information is set forth above.

     THOMAS P. D'ANGELO, age 43, has been Senior Vice President, Finance and
Controller of priceline.com since October 1997. From April 1993 to October 1997,
he was Chief Financial Officer of Direct Travel, Inc., a corporate travel
agency. Mr. D'Angelo has spent the last 23 years in the travel industry holding
various financial management positions with travel management companies.

                                        4
<Page>

     BRETT KELLER, age 35, has been Chief Marketing Officer of priceline.com
since January 2002. He previously served as Senior Vice President, Marketing of
priceline.com and in other positions from February 1999 through December 2001.
From 1997 to 1999, Mr. Keller served as Director of Online Travel at Cendant.

     PETER J. MILLONES, age 34, is Executive Vice President, General Counsel and
Corporate Secretary of priceline.com. Mr. Millones has been General Counsel and
Corporate Secretary of priceline.com since January 2001. He previously served as
Vice President and Associate General Counsel of priceline.com from March 2000 to
January 2001. From September 1995 through March 2000, Mr. Millones was with the
law firm of Latham & Watkins.

     ROBERT J. MYLOD JR., age 36, has been the Chief Financial Officer of
priceline.com since November 2000. From May 2000 to October 2000, Mr. Mylod was
acting Chief Financial Officer for WebHouse Club, Inc., a privately held
e-commerce company and a licensee of priceline.com. From January 1999 to May
2000, Mr. Mylod held several different positions within priceline.com's finance
department, including Senior Vice President, Finance. Prior to joining
priceline.com, Mr. Mylod was a Principal at Stonington Partners, a private
equity investment firm that manages over $1 billion of institutional capital
dedicated to venture capital investments and leveraged buyouts. Mr. Mylod is on
the board of directors of Alliance Capital Partners Inc. and Findwhat.com Inc.,
an Internet search engine.

     RONALD V. ROSE, age 51, has been the Chief Information Officer of
priceline.com since March 1999. From September 1995 to March 1999, Mr. Rose
served in various capacities with Standard & Poor's, a financial services
company, including Chief Technology Officer of Retail Markets. While at Standard
& Poor's, Mr. Rose led the development of many Internet initiatives within the
Financial Information Services area and chaired the Internet Architecture
Council.

     CHRISTOPHER L. SODER, age 43, has been Executive Vice President, Lodging
and Vacation Products since July 2002. From February 2000 to July 2002,
Mr. Soder was President of priceline.com's hotel service. Before joining
priceline.com, Mr. Soder was Western Region Vice President, Business Markets,
for AT&T, where he was responsible for the company's complete technology
portfolio sales to over 20,000 business customers across a 10-state region.

     MITCHELL L. TRUWIT, age 34, has been priceline.com's Chief Operating
Officer since July 2002. He joined the company in July 1999 as Senior Vice
President, Corporate Development and was promoted to Executive Vice President,
Operations, in November 2000. Before coming to priceline.com, Mr. Truwit was
Director of Business Development for Oxford Health Plans. Before joining Oxford,
Mr. Truwit was Executive Director of the Tennis and Baseball Foundations of
Connecticut.

BOARD COMMITTEES AND MEETINGS

     During 2002, the Board of Directors held eight meetings. The Board of
Directors has an Audit Committee and a Compensation Committee. The Board of
Directors does not have a nominating committee or a committee performing the
functions of a nominating committee.

     The Audit Committee of the Board of Directors consists of Howard Barker,
Jr., Paul A. Allaire and Patricia L. Francy, none of whom are employees of
priceline.com or its affiliates and related companies. Ian F. Wade temporarily
served on the Audit Committee until he was replaced by Ms. Francy in April 2003.
The Audit Committee's responsibilities include, among other things, reviewing
priceline.com's financial statements and accounting practices, overseeing the
Company's relationship with the independent auditors, including, without
limitation, making all decisions relating to appointing, determining funding for
and overseeing the independent auditors, and reviewing the results and scope of
the audit and other services provided by priceline.com's independent auditors. A
copy of the Audit Committee Charter is attached to this proxy statement as
Appendix B. Mr. Barker has been Chairman of the Audit Committee since January
2003. The Audit Committee met seven times in 2002.

     The Compensation Committee of the Board of Directors consists of
Messrs. N.J. Nicholas, Jr., Marshall Loeb, Ralph M. Bahna and Paul A. Allaire,
none of whom are employees of priceline.com or its affiliates and related
companies. Mr. Nicholas, who is Chairman of the Compensation Committee, is not
standing for

                                        5
<Page>

reelection at the Annual Meeting. The Compensation Committee makes
recommendations to the Board of Directors concerning salaries and incentive
compensation for priceline.com's officers and employees and administers
priceline.com's employee benefit plans. The Compensation Committee met three
times in 2002.

     During 2002, other than Mr. Allaire and Mr. Ip, each member of the Board of
Directors attended 75% or more of the meetings held by the Board of Directors
and each committee member attended 75% or more of the meetings held by the
committees on which he or she served.

                                        6
<Page>

                              PROPOSALS 2,3,4 AND 5

                               REVERSE STOCK SPLIT

INTRODUCTION

     Our Board of Directors has unanimously adopted resolutions approving and 
declaring advisable four alternative proposals to amend our amended and 
restated certificate of incorporation to effect a reverse stock split of all 
outstanding shares of our common stock. The proposals are identical except 
for the specified ratio for the reverse stock split. Proposals 2,3,4 and 5 
specify a ratio of one-for-six, one-for-seven, one-for-eight and 
one-for-nine, respectively. If one or more of the proposals are approved, the 
Board of Directors may effect a reverse stock split using the ratio included 
in any one of the approved proposals, in which case the Board would abandon 
any other approved proposal. The Board of Directors has recommended that each 
of these proposals be presented to our stockholders for approval.

     You are now being asked to vote upon four alternative amendments to our 
amended and restated certificate of incorporation to effect a reverse stock 
split whereby each six, seven, eight or nine outstanding shares of our common 
stock will be combined into one share of our common stock. If our 
stockholders approve one or more of these proposals, the Board of Directors 
will have the sole discretion pursuant to Section 242(c) of the Delaware 
General Corporation law to elect, as it determines to be in the best 
interests of the Company and our stockholders, whether or not to effect a 
reverse stock split, and if so, which of the approved ratios to use, on any 
date selected by our Board of Directors before next year's annual meeting of 
stockholders. The Board of Directors believes that stockholder approval of 
alternative amendments, rather than approval of only one specified ratio, 
provides the Board of Directors with flexibility to consider relevant factors 
before making a determination and, therefore, is in the best interests of the 
Company and our stockholders. These relevant factors include the historical 
and projected performance of our common stock, prevailing market conditions 
and general economic trends. The Board of Directors reserves the right, 
notwithstanding stockholder approval, and without further action by the 
stockholders, to abandon or to delay any reverse stock split, if at any time 
prior to the filing of the amendment it determines, it its sole discretion, 
that the reverse stock split would not be in the best interests of the 
Company and our stockholders.

     The text of the form of proposed amendment to our amended and restated
certificate of incorporation is attached to this proxy statement as Appendix A.

REASONS FOR A REVERSE STOCK SPLIT

     As of May 7, 2003, the Company's total market value was approximately
$679 million and the Company had 225,615,266 shares of common stock issued and
outstanding. On such date, the closing price for the Company's common stock on
NASDAQ was $3.01. We believe that a reverse stock split may be desirable because
the increased market price of our common stock expected as a result of
implementing a reverse stock split will encourage investor interest and trading
in our common stock.

     The Company believes that an increased stock price will encourage 
investor interest and improve the marketability and liquidity of our common 
stock. Because of the trading volatility often associated with low-priced 
stocks, many brokerage houses and institutional investors have internal 
policies and practices that either prohibit them from investing in low-priced 
stocks or tend to discourage individual brokers from recommending low-priced 
stocks to their customers. Some of those policies and practices may function 
to make the processing of trades in low-priced stocks economically 
unattractive to brokers. Additionally, because brokers' commissions on 
low-priced stocks generally represent a higher percentage of the stock price 
than commissions on higher-priced stocks, the current average price per share 
of our common stock can result in individual stockholders paying transaction 
costs representing a higher percentage of their total share value than would 
be the case if the share price were substantially higher. Although the 
liquidity of our common stock may be adversely affected by a reverse stock 
split given the reduced number of shares that would be outstanding after the 
reverse stock split, the Board of Directors believes that the anticipated 
higher market price may reduce, to some extent,

                                        7
<Page>

the negative effects on the liquidity and marketability of the common stock
inherent in some of the policies and practices of institutional investors and
brokerage houses described above.

     Our common stock has been listed on the Nasdaq National Market 
("Nasdaq") since March 29, 1999. The listing eligibility requirements of 
Nasdaq require us to comply with certain maintenance standards established by 
Nasdaq, including a minimum bid price of $1.00. Because our current stock 
price is above $1.00, we do not believe that we are at substantial risk of 
non-compliance with this maintenance requirement. Nevertheless, an increased 
stock price resulting from a reverse stock split would reduce any potential 
risk that our common stock could fall below this minimum bid requirement.

     We cannot predict, however, whether a reverse stock split would achieve 
the desired results. The price per share of our common stock is also a 
function of the Company's financial performance and other factors, some of 
which may be unrelated to the number of shares outstanding. Accordingly, 
there can be no assurance that the closing bid price of our common stock 
after a reverse stock split would increase in an amount proportionate to the 
decrease in the number of issued and outstanding shares, or would increase at 
all, or that any increase can be sustained for a prolonged period of time.

PRINCIPAL EFFECTS OF A REVERSE STOCK SPLIT

COMMON STOCK

     Our common stock is currently registered under Section 12(g) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and we are 
subject to the periodic reporting and other requirements of the Exchange Act. 
No proposed reverse stock split will affect the registration of the common 
stock under the Exchange Act. If any proposed reverse stock split is 
implemented, our common stock will continue to be reported on the Nasdaq 
National Market under the symbol "PCLN", although Nasdaq would add the letter 
"D" to the end of our trading symbol for a period of 20 trading days to 
indicate that the reverse stock split has occurred.

     After the effective date of a reverse stock split, each stockholder will 
own a reduced number of shares of our common stock. However, a reverse stock 
split will affect all of our stockholders uniformly and will not affect any 
stockholder's percentage ownership interests in us, except to the extent that 
a reverse stock split results in any of our stockholders owning a fractional 
share as described below. Proportionate voting rights and other rights and 
preferences of the holders of our common stock will not be affected by a 
reverse stock split other than as a result of the payment of cash in lieu of 
fractional shares. For example, stockholders are not currently entitled to 
cumulative voting rights and will not be entitled to such rights following 
the reverse stock split. Further, the number of stockholders of record will 
not be affected by a reverse stock split except to the extent that any 
stockholder holds only a fractional share interest and receives cash for such 
interest after a reverse stock split, as discussed below.

     A reverse stock split is likely to result in some stockholders owning 
"odd-lots" of less than 100 shares of our common stock. Brokerage commissions 
and other costs of transactions in odd-lots are generally somewhat higher 
than the costs of transactions on "round-lots" of even multiples of 100 
shares.

     A reverse stock split would not change the number of authorized shares 
of the common stock as designated by our amended and restated certificate of 
incorporation. Therefore, because the number of issued and outstanding shares 
of common stock would decrease, the number of shares remaining available for 
issuance under the Company's authorized pool of common stock would increase.

     These additional shares of common stock would be available for issuance 
from time to time for corporate purposes such as raising additional capital, 
acquisitions of companies or assets and sales of stock or securities 
convertible into or exercisable for common stock. We believe that the 
availability of the additional shares will provide us with the flexibility to 
meet business needs as they arise, to take advantage of favorable 
opportunities and to respond to a changing corporate environment. If we issue 
additional shares for any of these purposes, the ownership interest of our 
current stockholders would be diluted, possibly substantially. Although we 
continually examine the potential of acquisitions of companies or assets or 
other favorable opportunities, there are no current plans or arrangements to 
issue any additional shares of common stock.

     The additional shares of common stock that would become available for 
issuance if a reverse stock split is effected could also be used by the 
Company's management to oppose a hostile takeover attempt or delay or prevent 
changes in control or changes in or removal of management, including 
transactions that are favored by a majority of the stockholders or in which 
the stockholders might otherwise receive a premium for their shares

                                        8
<Page>

over then-current market prices or benefit in some other manner. For example, 
without further stockholder approval, the Board of Directors could sell 
shares of common stock in a private transaction to purchasers who would 
oppose a takeover or favor the current Board of Directors. Although the 
proposals for a reverse stock split have been prompted by business and 
financial considerations as discussed above, stockholders nevertheless should 
be aware that approval of one or more of the proposals could facilitate future 
efforts by Company management to deter or prevent a change in control of the 
Company. The Board of Directors has no plans to use any of the additional 
shares of common stock that would become available following a reverse stock 
split, if any, for any such purposes. Further, the Board of Directors does 
not currently contemplate entering into any arrangements or recommending the 
adoption of any other provisions, such as supermajority voting requirements 
or a classified Board of Directors, that may have material anti-takeover 
consequences.


     For illustrative purposes, the following table, which is based on 
225,615,266 shares of common stock outstanding as of May 7, 2003, 
approximates the effect on our common stock of each alternative proposed 
reverse stock split:



<Table>
<Caption>
                             PRIOR TO REVERSE
                                STOCK SPLIT                       AFTER REVERSE STOCK SPLIT
                             ----------------    -----------------------------------------------------------

                                                  PROPOSAL 2     PROPOSAL 3     PROPOSAL 4     PROPOSAL 5
                                                   1 FOR 6        1 FOR 7        1 FOR 8        1 FOR 9
<S>                             <C>              <C>            <C>            <C>            <C>
Authorized................      1,000,000,000    1,000,000,000  1,000,000,000  1,000,000,000  1,000,000,000
Issued and Outstanding....        225,615,266       37,602,544     32,230,752     28,201,908     25,068,362
Percentage Reduction......                N/A            83.33%         85.71%         87.50%         88.89%
</Table>


OPTIONS, WARRANTS AND OTHER SECURITIES

     In addition, all outstanding options, warrants and other securities 
entitling their holders to purchase shares of the Company's common stock 
would be adjusted as a result of any reverse stock split, as required by the 
terms of these securities. In particular, the exchange ratio for each 
instrument would be reduced, and the exercise price per share, if applicable, 
would be increased, in accordance with the terms of each instrument and based 
on the ratio of the reverse stock split. Also, the number of shares reserved 
for issuance under the existing employee stock option plans and warrant 
agreements would be reduced proportionally based on the ratio of the reverse 
stock split.

FRACTIONAL SHARES

     No fractional shares of common stock will be issued as a result of any 
proposed reverse stock split. Instead, stockholders who otherwise would be 
entitled to receive fractional shares because they hold a number of shares 
not evenly divisible by the exchange ratio, upon surrender to the exchange 
agent of such certificates representing such fractional shares, will be 
entitled to receive cash in an amount equal to the product obtained by 
multiplying (i) the closing sales price of our common stock on the date 
immediately preceding the effective date as reported on Nasdaq by (ii) the 
number of shares of our common stock held by such stockholder that would 
otherwise have been exchanged for such fractional share interest.

IMPLEMENTATION AND EXCHANGE OF STOCK CERTIFICATES

     If our stockholders approve one or more of the proposals and our Board 
of Directors decides to effectuate a reverse stock split, we will file an 
amendment to our amended and restated certificate of incorporation with the 
Secretary of State of Delaware. The reverse stock split will become effective 
at the time specified in the amendment, which we expect to be the next 
business day after the filing of the amendment, and which we refer to as the 
effective date.

     As of the effective date of the reverse stock split, each certificate
representing shares of our common stock before the reverse stock split would be
deemed, for all corporate purposes, to evidence ownership of the reduced number
of shares of our common stock resulting from the reverse stock split, except
that holders of unexchanged shares would not be entitled to receive any
dividends or other distributions payable by the

                                        9
<Page>

Company after the effective date until they surrender their old stock
certificates for exchange. All shares underlying options and warrants and other
securities would also be automatically adjusted on the effective date.

     The Company's transfer agent, Mellon Investor Services LLC, would act as 
the exchange agent for purposes of implementing the exchange of stock 
certificates. As soon as practicable after the effective date, stockholders 
and holders of securities convertible into or exercisable for the Company's 
common stock would be notified of the effectiveness of the reverse stock 
split. Stockholders of record would receive a letter of transmittal 
requesting them to surrender their old stock certificates for new stock 
certificates reflecting the adjusted number of shares as a result of the 
reverse stock split. Persons who hold their shares in brokerage accounts or 
"street name" would not be required to take any further actions to effect the 
exchange of their shares. No new certificates would be issued to a 
stockholder until such stockholder has surrendered any outstanding 
certificates together with the properly completed and executed letter of 
transmittal to the exchange agent. Until surrender, each certificate 
representing shares before the reverse stock split would continue to be valid 
and would represent the adjusted number of shares based on the ratio of the 
reverse stock split. Stockholders should not destroy any stock certificate 
and should not submit any certificates until they receive a letter of 
transmittal.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     The following is a summary of certain United States federal income tax 
consequences of a reverse stock split. It does not address any state, local 
or foreign income or other tax consequences. It applies to you only if you 
held pre-reverse stock split common stock shares and post-reverse stock split 
common stock shares as capital assets for tax purposes. This section does not 
apply to you if you are a member of a class of holders subject to special 
rules, such as (i) a dealer in securities or currencies, (ii) a trader in 
securities that elects to use a mark-to-market method of accounting for your 
securities holdings, (iii) a bank, (iv) a life insurance company, (v) a 
tax-exempt organization, (vi) a person that owns common stock shares that are 
a hedge or that are hedged against interest rate risks, (vii) a person that 
owns common stock shares as part of a straddle or conversion transaction for 
tax purposes, or (viii) a person whose functional currency for tax purposes 
is not the U.S. dollar. This section is based on the Internal Revenue Code of 
1986, as amended, its legislative history, existing and proposed regulations 
under the Internal Revenue Code, published rulings and court decisions, all 
as currently in effect. These laws are subject to change, possibly on a 
retroactive basis.

     PLEASE CONSULT YOUR OWN TAX ADVISOR CONCERNING THE CONSEQUENCES OF A 
REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL 
REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

TAX CONSEQUENCES TO COMMON STOCKHOLDERS

     A United States holder, as used herein, is a stockholder that is: (i) a
citizen or resident of the United States, (ii) a domestic corporation, (iii) an
estate whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust if a United States court can exercise primary
supervision over the trust's administration and one or more United States
persons are authorized to control all substantial decisions of the trust. This
discussion applies only to United States holders.

     Other than with respect to any cash payments received in lieu of 
fractional shares discussed below, no gain or loss should be recognized by a 
stockholder upon such stockholder's exchange of pre-reverse stock split 
shares for post-reverse stock split shares pursuant to a reverse stock split. 
The aggregate tax basis of the post-reverse stock split shares received in 
the reverse stock split (including any fraction of a new share deemed to have 
been received) will be the same as the stockholder's aggregate tax basis in 
the pre-reverse stock split shares exchanged therefor. In general, 
stockholders who receive cash in exchange for their fractional share 
interests in the post-reverse stock split shares as a result of a reverse 
stock split will be deemed for federal income tax purposes to have first 
received the fractional share interests and then to have had those fractional 
share interests redeemed for cash. The stockholder's holding period for the 
post-reverse stock split shares will include the period during which the 
stockholder held the pre-reverse stock split shares surrendered in the 
reverse stock split.

     The receipt of cash instead of a fractional share of our common stock by a
United States holder of our common stock will generally result in a taxable gain
or loss equal to the difference between the amount of cash received and the
holder's adjusted federal income tax basis in the fractional share. Gain or loss
will generally constitute a capital gain or loss. Capital gain of a noncorporate
United States holder is generally taxed at a

                                       10
<Page>

maximum rate of 20% where property is held more than one year, and 18% where
property is held for more than five years.

TAX CONSEQUENCES TO THE COMPANY

     We should not recognize any gain or loss as a result of any reverse 
stock split.

ACCOUNTING CONSEQUENCES

     The par value per share of our common stock would remain unchanged at 
$0.008 per share after any reverse stock split. As a result, on the effective 
date of a reverse stock split, the stated capital on the Company's balance 
sheet attributable to the common stock will be reduced proportionally, based 
on the ratio of the reverse stock split, from its present amount, and the 
additional paid-in capital account will be credited with the amount by which 
the stated capital is reduced. The net income or loss per share of common 
stock and net book value will be increased because there will be fewer shares 
of the common stock outstanding. We do not anticipate that any other 
accounting consequences would arise as a result of a reverse stock split.

NO APPRAISAL RIGHTS

     Under the Delaware General Corporation Law, our stockholders are not 
entitled to appraisal rights with respect to our proposals to amend our 
amended and restated certificate of incorporation to effect a reverse stock 
split, and we will not independently provide our stockholders with any such 
rights.

VOTE AND RECOMMENDATION

     The affirmative vote of the holders of a majority of the outstanding 
shares of common stock entitled to vote at the Annual Meeting will be 
required to approve each of the proposals. THE BOARD OF DIRECTORS RECOMMENDS 
A
 VOTE FOR EACH OF PROPOSALS 2,3,4 AND 5.


                                   PROPOSAL 6

                RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

     We have selected Deloitte & Touche LLP as our independent auditors for the
fiscal year ending December 31, 2003. We are submitting our selection of
independent auditors for ratification by the stockholders at the Annual Meeting.
Deloitte & Touche LLP has audited our financial statements since July 1997. We
expect that representatives of Deloitte & Touche LLP will be present at the
Annual Meeting, will have an opportunity to make a statement if they wish and
will be available to respond to appropriate questions.

     The Company's Bylaws do not require that the stockholders ratify the
selection of our independent auditors. However, we are submitting the selection
of Deloitte & Touche LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders do not ratify the selection, the
Board of Directors and the Audit Committee will reconsider whether or not to
retain Deloitte & Touche LLP. Even if the selection is ratified, the Board of
Directors and the Audit Committee in their discretion may change the appointment
at any time during the year if we determine that such a change would be in the
best interests of the Company and its stockholders.

     The affirmative vote of the holders of a majority of the outstanding shares
present, in person or represented by proxy, and entitled to vote at the Annual
Meeting will be required to ratify the selection of Deloitte & Touche LLP. THE
B
OARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 6.

                                       11
<Page>


                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's common stock as of March
31, 2003 by (1) each stockholder known by priceline.com to be the beneficial
owner of more than 5% of the Company's common stock; (2) each Director and
nominee for Director of priceline.com; (3) all individuals serving as
priceline.com's Chief Executive Officer during the fiscal year ended December
31, 2002 and each of priceline.com's other four most highly compensated
executive officers (based on salary and bonus during the fiscal year ended
December 31, 2002); and (4) all executive officers and Directors as a group.


<Table>
<Caption>
 
                                                              SHARES BENEFICIALLY OWNED (a)
                                                           -------------------------------------
     NAME OF BENEFICIAL OWNER                                    NUMBER               PERCENT
     ---------------------------------------------         ------------------      -------------
     <S>                                                           <C>                    <C>
     Richard S. Braddock (b)...........................            17,747,595              7.68%
     Jeffery H. Boyd (c)...............................             2,436,529                  *
     Paul A. Allaire (d)...............................                86,201                  *
     Ralph M. Bahna (e)................................               339,751                  *
     Howard W. Barker, Jr..............................                     0                  *
     Jeffrey E. Epstein................................                     0                  *
     Patricia L. Francy................................                     0                  *
     Edmond Tak Chuen Ip (f)...........................            76,421,101             33.96%
     Dominic Kai Ming Lai (g)..........................            38,227,773             16.99%
     Marshall Loeb (h).................................                62,251                  *
     N.J. Nicholas, Jr. (i)............................             3,246,251              1.44%
     Nancy B. Peretsman (j)............................             1,917,218                  *
     Ian F. Wade (g)...................................            38,227,773             16.99%
     Robert J. Mylod Jr. (k)...........................             1,059,279                  *
     Ronald V. Rose (l)................................             1,371,963                  *
     Mitchell L. Truwit (m)............................               751,530                  *
     Trey Urbahn (n)...................................               615,585                  *
     Cheung Kong (Holdings) Limited (f)................            76,421,101             33.96%
     Hutchison Whampoa Limited (g).....................            38,227,773             16.99%
     Prince Alwaleed Bin Talal Abdulaziz Al Saud (o)...            11,961,400              5.32%
     All directors and executive officers
          as a group (21 persons) (p)..................           107,351,252             45.15%
</Table>


* Represents beneficial ownership of less than one percent.

   (a)   Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission and includes sole voting and
         investment power with respect to securities, except as discussed in the
         footnotes below. Shares of common stock and options that are currently
         exercisable or exercisable within 60 days after March 31, 2003 are
         deemed to be outstanding and to be beneficially owned by the person
         holding such options for the purpose of computing the percentage
         ownership of such person, but are not treated as outstanding for the
         purpose of computing the percentage ownership of any other person.

   (b)   Includes: (1) 120,000 shares owned by the Richard and Susan Braddock
         Family Foundation Inc. as to which Mr. Braddock expressly disclaims
         beneficial ownership; (2) 552,236 shares owned by Mr. Braddock as
         Trustee of The Richard S. Braddock 1999 Annuity Trust; (3) 6,000 shares
         owned by Mr. Braddock's immediate family member as to which Mr.
         Braddock expressly disclaims beneficial ownership; and (4) 6,255,350
         shares that Mr. Braddock has the right to acquire under stock options
         currently exercisable or exercisable within 60 days after March 31,
         2003.

   (c)   Includes 1,659,029 shares that Mr. Boyd has the right to acquire under
         stock options currently exercisable or exercisable within 60 days after
         March 31, 2003.

   (d)   Includes 67,501 shares that Mr. Allaire has the right to acquire under
         stock options currently exercisable or exercisable within 60 days after
         March 31, 2003.

                                       12
<Page>

   (e)   Includes 61,251 shares that Mr. Bahna has the right to acquire under
         stock options currently exercisable or exercisable within 60 days after
         March 31, 2003.

   (f)   Includes (1) 17,546,622 shares held by Prime Pro Group Limited and
         20,627,816 shares held by Potton Resources Limited, each of which is an
         indirect wholly owned subsidiary of Cheung Kong (Holdings) Limited; (2)
         18,890 shares that Mr. Ip, an Executive Director of Cheung Kong
         (Holdings) Limited, has the right to acquire under stock options
         currently exercisable or exercisable within 60 days after March 31,
         2003; (3) 17,546,622 shares held by Forthcoming Era Limited and
         20,627,815 shares held by Ultimate Pioneer Limited, each of which is an
         indirect wholly owned subsidiary of Hutchison Whampoa Limited; (4)
         18,890 shares that Mr. Lai, an Executive Director of Hutchison Whampoa
         Limited, has the right to acquire under stock options currently
         exercisable or exercisable within 60 days after March 31, 2003; and (5)
         34,446 shares that Mr. Wade, the Group Managing Director of the A.S.
         Watson Group of Hutchison Whampoa Limited, has the right to acquire
         under stock options currently exercisable or exercisable within 60 days
         after March 31, 2003. Cheung Kong (Holdings) Limited is a 49.97%
         shareholder of Hutchison Whampoa Limited. Each of Cheung Kong
         (Holdings) Limited, Potton Resources Limited and Prime Pro Group
         Limited disclaims beneficial ownership of the shares referred to in
         clauses (3) through (5) above. Mr. Ip disclaims beneficial ownership of
         the shares referred to in clauses (1), (3), (4) and (5) above, except
         to the extent of his pecuniary interest therein. The address of Cheung
         Kong (Holdings) Limited is 7th Floor, Cheung Kong Center, 2 Queen's
         Road Central, Hong Kong.

   (g)   Includes (1) 17,546,622 shares held by Forthcoming Era Limited and
         20,627,815 shares held by Ultimate Pioneer Limited, each of which is an
         indirect wholly owned subsidiary of Hutchison Whampoa Limited; (2)
         18,890 shares that Mr. Lai, an Executive Director of Hutchison Whampoa
         Limited, has the right to acquire under stock options currently
         exercisable or exercisable within 60 days after March 31, 2003; and (3)
         34,446 shares that Mr. Wade, the Group Managing Director of the A.S.
         Watson Group of Hutchison Whampoa Limited, has the right to acquire
         under stock options currently exercisable or exercisable within 60 days
         after March 31, 2003. Each of Mr. Lai and Mr. Wade disclaims beneficial
         ownership of the shares beneficially owned by Hutchison Whampoa
         Limited, Forthcoming Era Limited, Ultimate Pioneer Limited, Cheung Kong
         (Holdings) Limited, Prime Pro Group Limited, Potton Resources Limited,
         Mr. Ip and one another except to the extent of his pecuniary interest
         therein. The address of Hutchison Whampoa Limited is 22nd Floor,
         Hutchison House, 10 Harcourt Road, Hong Kong.

   (h)   Includes: (1) 1,000 shares held by an immediate family member of
         Mr. Loeb; (2) 31,250 shares subject to vested options which are held by
         Mr. Loeb's daughter, as to which Mr. Loeb disclaims beneficial
         ownership; and (3) 30,001 shares that Mr. Loeb has the right to acquire
         under stock options currently exercisable or exercisable within 60 days
         after March 31, 2003.

   (i)   Includes: (1) 3,145,000 shares held by Gore Creek Trust, as to which
         Mr. Nicholas disclaims beneficial ownership; (2) 40,000 shares owned by
         an immediate family member of Mr. Nicholas, as to which Mr. Nicholas
         disclaims beneficial ownership; and (3) 61,251 shares that Mr. Nicholas
         has the right to acquire under stock options currently exercisable or
         exercisable within 60 days after March 31, 2003. Mr. Nicholas is not
         standing for re-election at the Annual Meeting.

   (j)   Includes: (1) 926,424 shares held by Allen & Company LLC on its own
         behalf and on behalf of certain of its officers, directors and
         employees; (2) 7,811 shares held by Allen & Company LLC for the benefit
         of certain members of Ms. Peretsman's family; (3) 600,000 shares held
         by the NP 2003 Family Trust; and (4) 61,251 shares that Ms. Peretsman
         has the right to acquire under stock options currently exercisable or
         exercisable within 60 days after March 31, 2003. Excludes 33,333 shares
         held by a foundation for which Ms. Peretsman serves as a trustee. Ms.
         Peretsman, who is a Managing Director and Executive Vice President of
         Allen & Company LLC, disclaims beneficial ownership of the shares
         referred to in clause (1) above, except to the extent of her pecuniary
         interest therein. Allen & Company LLC disclaims beneficial ownership of
         the shares and options referred to in clauses (2), (3) and (4) above.

   (k)   Includes 559,029 shares that Mr. Mylod has the right to acquire under
         stock options currently exercisable or exercisable within 60 days after
         March 31, 2003.

                                       13
<Page>

   (l)   Includes 1,284,863 shares that Mr. Rose has the right to acquire under
         stock options currently exercisable or exercisable within 60 days after
         March 31, 2003.

   (m)   Includes 751,530 shares that Mr. Truwit has the right to acquire under
         stock options currently exercisable or exercisable within 60 days after
         March 31, 2003.

   (n)   Includes 614,585 shares that Mr. Urbahn has the right to acquire under
         stock options currently exercisable or exercisable within 60 days after
         March 31, 2003. Mr. Urbahn left the Company in the first quarter of
         2003.

   (o)   According to Form 13G, dated September 28, 2001, filed with the
         Securities and Exchange Commission by His Royal Highness Prince
         Alwaleed Bin Talal Bin Abdulaziz Al Saud. The address of His Royal
         Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud is Kingdom
         Holding Company, P.O. Box 8653, Riyadh, 11492, Kingdom of Saudi Arabia.

   (p)   Includes shares beneficially owned by all Directors and executive
         officers of priceline.com, including the named executive officers, as a
         group. Because Mr. Urbahn was not employed by priceline.com as of
         March 31, 2003, his beneficial ownership was excluded from the
         calculation.

     The address of all Directors, officers and other individual stockholders
(except as otherwise set forth herein) is 800 Connecticut Avenue, Norwalk,
Connecticut 06854.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our Directors and executive
officers, and persons who own more than ten percent of a registered class of our
equity securities, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of priceline.com common
stock and other equity securities of the Company. Officers, Directors and
greater than ten percent stockholders are required by Securities and Exchange
Commission regulations to furnish us with copies of all Section 16(a) forms they
file.

     To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 2002, our officers, directors and
greater than ten percent beneficial owners complied with the Section 16(a)
filing requirements.

 
                      DIRECTOR AND EXECUTIVE COMPENSATION


COMPENSATION OF DIRECTORS

     Directors who are also employees of priceline.com receive no compensation
for serving on the Board of Directors. In April 2003, the Company worked with an
outside compensation consultant and reviewed, among other things, the
compensation paid to the Company's non-employee Directors and to non-employee
directors of comparably situated companies. Based on that review, the Company
changed the compensation paid to its non-employee Directors. Non-employee
Directors receive an annual retainer of $25,000 and an annual grant of 20,000
stock options that vest over three years. In addition, the chairman of the
Company's audit committee receives a retainer of $7,500 a year and the chairman
of the Company's compensation committee receives a retainer of $3,500 a year.
The Company reimburses non-employee Directors for all travel and other expenses
incurred in connection with attending Board of Directors and committee meetings.

                                       14
<Page>

COMPENSATION OF EXECUTIVE OFFICERS

     The following table shows compensation earned during fiscal 2000, 2001 and
2002 by each of the individuals who served as our Chief Executive Officer during
fiscal 2002 and the next four most highly-compensated executive officers serving
at the end of fiscal 2002. These people are referred to as the "named executive
officers." Unless otherwise indicated, titles shown in the table are titles held
as of December 31, 2002.

                           SUMMARY COMPENSATION TABLE


<Table>
<Caption>
                                                                            LONG-TERM
                                           ANNUAL COMPENSATION             COMPENSATION
                                       --------------------------   --------------------------
                                                                                   NUMBER OF
                                                                     RESTRICTED    SECURITIES         ALL OTHER
                                                                       STOCK       UNDERLYING        COMPENSATION
  NAME AND PRINCIPAL POSITION          YEAR   SALARY($)  BONUS($)   AWARDS($)(a)   OPTIONS (#)           ($)
  ---------------------------          -----  ---------  --------   ------------   -----------       ------------
  <S>                                   <C>     <C>       <C>          <C>           <C>                <C>
  Jeffery H. Boyd, President            2002    300,000        --             --       500,000                 --
    and Chief Executive                 2001    304,167        --             --     1,725,000                 --
    Officer......................       2000    260,192        --      3,412,500       800,000(b)       2,131,200(c)

  Richard S. Braddock, (d)              2002         --        --             --            --                 --
    Chairman.....................       2001         --        --             --       750,000(e)              --
                                        2000    262,500        --      1,148,400            --            293,582(f)

  Robert J. Mylod Jr., (g)              2002    300,000        --             --            --                 --
    Chief Financial Officer......       2001    300,000        --             --       125,000                 --
                                        2000    191,667        --      1,706,250       550,000                 --

  Ronald V. Rose, Chief                 2002    300,000        --             --            --                 --
    Information Officer..........       2001    300,000        --             --       125,000                 --
                                        2000    247,564        --        765,600     1,250,000                 --

  Mitchell L. Truwit,                   2002    270,833        --             --       500,000                 --
    Chief Operating Officer......       2001    250,000        --             --       250,000                 --
                                        2000    230,208   250,000        487,500       690,000                 --

  Trey Urbahn, (h)                      2002    250,000        --             --       200,000(i)              --
    Chairman Travel                     2001    250,000        --             --       250,000                 --
    Services Group...............       2000    240,000   250,000        487,500       760,000                 --
</Table>


   (a)   Represents the dollar value of an award of restricted common stock,
         whether the award is vested or unvested, calculated by multiplying the
         closing market price of the Company's unrestricted common stock on the
         date of grant by the number of shares awarded. No dividends were paid
         on shares of restricted common stock and all shares of restricted stock
         reflected below vested in November 2001 in connection with the
         anticipated achievement of earnings performance targets established at
         the time of grant. As of December 31, 2002, there were no outstanding
         shares of restricted common stock.

   (b)   The options granted to Mr. Boyd in 2000 were returned to the Company in
         the fourth quarter 2000.

   (c)   Represents the forgiveness of principal and interest on a loan to Mr.
         Boyd.

   (d)   Mr. Braddock, the Chairman of the Board of Directors, was Chief
         Executive Officer or Co-Chief Executive Officer until November 2002.

   (e)   Represents options granted to Mr. Braddock in connection with his
         promotion to Chief Executive Officer in May 2001. The exercise price of
         the options was approximately 30% above the fair market value of
         priceline.com's common stock on the date of grant to Mr. Braddock.

   (f)   Represents forgiveness of interest on a $3.3 million loan that was
         repaid to the Company by Mr. Braddock in 2000.

   (g)   Excludes any amounts paid to Mr. Mylod in his capacity as acting Chief
         Financial Officer of WebHouse Club during 2000.

   (h)   Mr. Urbahn stepped down as Chairman Travel Services Group in January
         2003.

                                       15
<Page>

   (i)   The options issued to Mr. Urbahn in 2002 were returned to the Company
         at the time of Mr. Urbahn's departure from the Company. Of the 250,000
         options issued to Mr. Urbahn in 2001, 69,445 of the options, which have
         a strike price of $5.02, and 45,140 of the options, which have a strike
         price of $4.26, are vested and exercisable through July 31, 2004. The
         remaining 135,415 options were returned to the Company at the time of
         Mr. Urbahn's departure from the Company. Of the 760,000 options issued
         to Mr. Urbahn in 2000, 500,000 of the options, which have a strike
         price of $2.44, are vested and exercisable through July 31, 2004. The
         remaining 160,000 options were returned to the Company at the time of
         Mr. Urbahn's departure from the Company.

                                       16
<Page>

     The following table sets forth information concerning the grant of stock
options during the fiscal year ended December 31, 2002 to the named executive
officers.

                         OPTION GRANTS LAST FISCAL YEAR

<Table>
<Caption>
                                                        INDIVIDUAL GRANTS
                           --------------------------------------------------------------------------------------
                                                                                                   POTENTIAL
                                                                                              REALIZABLE VALUE AT
                                                                                                 ASSUMED ANNUAL
                                                                                                 RATES OF STOCK
                                                                                               PRICE APPRECIATION
                                                                                              FOR OPTION TERM (a)
                                                                                              -------------------
                           NUMBER OF
                           SECURITIES           % OF TOTAL
                           UNDERLYING          OPTIONS GRANTED    EXERCISE
                            OPTIONS            TO EMPLOYEES IN     OR BASE        EXPIRATION
NAMES                      GRANTED(#)           FISCAL YEAR(b)   PRICE ($/SH)        DATE       5%         10%
                           ----------          ---------------   ------------     ----------  -------    -------
<S>                           <C>                     <C>             <C>         <C>         <C>        <C>
Jeffery H. Boyd.......        500,000(c)              25.7%           2.42        08/21/12    60,500     121,000

Richard S. Braddock...              -                  0.0%              -               -         -           -

Robert J. Mylod Jr....              -                  0.0%              -               -         -           -

Ronald V. Rose........              -                  0.0%              -               -         -           -

Mitchell L. Truwit....        500,000(d)              25.7%           2.42        08/21/12    60,500     121,000

Trey Urbahn...........        200,000(e)              10.3%           2.42        08/21/12    24,200      48,400
</Table>


   (a)   The dollar amounts under these columns are the result of calculations
         at the 5% and 10% rates set by the Securities and Exchange Commission
         and therefore are not intended to forecast possible future
         appreciation, if any, of the Company's stock price.

   (b)   The Compensation Committee of the Board of Directors approved a broad
         based grant of stock options in December 2002 which was made to
         employees in early January 2003. Most of the Company's executive
         officers and key employees participated in the January 2003 grant;
         however, Messrs. Boyd, Mylod, Truwit and Urbahn did not participate in
         the January 2003 broad based grant. If the broad based grant approved
         in December 2002 had been made to employees during 2002, the 2002
         grants to Messrs. Boyd, Truwit and Urbahn would have represented 11.4%,
         11.4% and 4.6%, respectively, of the total options granted to the
         Company's employees in 2002.

   (c)   On August 22, 2002, in connection with his promotion to Co-Chief
         Executive Officer, Mr. Boyd was granted options to purchase 500,000
         shares of common stock. One-third of the shares underlying the options
         vest and are exercisable one year after the date of grant and the
         remaining shares underlying the options vest and are exercisable pro
         rata each month thereafter through August 8, 2005. The options expire
         August 21, 2012.

   (d)   On August 22, 2002, in connection with his promotion to Chief Operating
         Officer, Mr. Truwit was granted options to purchase 500,000 shares of
         common stock. One-third of the shares underlying the options vest and
         are exercisable one year after the date of grant and the remaining
         shares underlying the options vest and are exercisable pro rata each
         month thereafter through August 8, 2005. The options expire August 21,
         2012.

   (e)   On August 22, 2002, Mr. Urbahn was granted options to purchase 200,000
         shares of common stock. Mr. Urbahn stepped down as Chairman Travel
         Services Group in January 2003 and all 200,000 options were returned to
         the Company at the time of Mr. Urbahn's departure.

                                       17
<Page>

     The following table sets forth information concerning the exercise of stock
options during the fiscal year ended December 31, 2002, and the fiscal year-end
value of stock options, held by the named executive officers.

                     AGGREGATED OPTION EXERCISES IN 2002 AND
                          FISCAL YEAR-END OPTION VALUES


<Table>
<Caption>
                                                                NUMBER OF SHARES          VALUE OF
                                                                   UNDERLYING           UNEXERCISED
                                                                   UNEXERCISED          IN-THE-MONEY
                                                                   OPTIONS AT            OPTIONS AT
                                                                  12/31/02 (#)         12/31/02 ($)(a)
                                                               -----------------       ---------------
                                  SHARES
                                 ACQUIRED        VALUE
                                ON EXERCISE     REALIZED          EXERCISABLE/          EXERCISABLE/
     Names                          (#)          ($)(b)           UNEXERCISABLE         UNEXERCISABLE
     --------------             -----------     --------       -----------------       -------------
     <S>                            <C>          <C>           <C>                       <C>
     Jeffery H. Boyd.......               -            -       1,641,667/583,333                 0/0
     Richard S. Braddock...               -            -       6,255,350/500,000         4,804,280/0
     Robert J. Mylod Jr....               -            -          541,667/83,333                 0/0
     Ronald V. Rose........         175,000      575,290       1,163,058/199,442            43,000/0
     Mitchell L. Truwit....          75,000      186,858         676,531/685,969                 0/0
     Trey Urbahn...........               -            -         821,530/388,470                 0/0
</Table>


   (a)   Assumes a fiscal year-end market price of $1.60 per share.

   (b)   Value before income taxes payable as a result of exercise.

OTHER

     On November 1, 2000, the Company was served with a complaint that 
purported to be a shareholder derivative action against its Board of 
Directors and certain of its current and former executive officers, as well 
as the Company (as a nominal defendant). The complaint alleged breach of 
fiduciary duty and waste of corporate assets. The action was captioned Mark 
Zimmerman v. Richard Braddock, J. Walker, D. Schulman, P. Allaire, R. Bahna, 
P. Blackney, W. Ford, M. Loeb, N. Nicholas, N. Peretsman, and priceline.com 
Incorporated 18473-NC (Court of Chancery of Delaware, County of New Castle, 
State of Delaware). On February 6, 2001, all defendants moved to dismiss the 
complaint for failure to make a demand upon the Board of Directors and 
failure to state a cause of action upon which relief can be granted. Pursuant 
to a stipulation by the parties, an amended complaint was filed on June 21, 
2001. Defendants renewed their motion to dismiss on August 20, 2001, and 
plaintiff served his opposition to that motion on October 26, 2001. 
Defendants filed their reply brief on January 7, 2002. On December 20, 2002, 
the Court granted Defendants' motion without prejudice. On April 25, 2003, a 
second amended complaint was filed. The Company intends to defend vigorously 
against this action.


      EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
                                  ARRANGEMENTS

     The Company has employment agreements with each of the following named
executive officers: Jeffery H. Boyd, the Company's President and Chief Executive
Officer and a member of the Company's Board of Directors, Robert J. Mylod Jr.,
the Company's Chief Financial Officer, Ronald V. Rose, the Company's Chief
Information Officer, and Mitchell L. Truwit, the Company's Chief Operating
Officer. The agreements, which provide for a minimum salary of $300,000 per year
for each such executive officer, are year-to-year contracts, with the exception
of Mr. Truwit's, which expires in August 2004 and then converts to a
year-to-year contract.

     Each of the agreements provides (a) for the accelerated vesting of certain
stock options and (b) an eighteen (18) month period to exercise such stock
options, in the event of a termination without "CAUSE," "TERMINATION FOR GOOD
REASON," "TERMINATION FOR DEATH OR DISABILITY" or a "CHANGE OF CONTROL" of
priceline.com, each as defined in the agreement. The following options are
covered by the foregoing provisions: 1,600,000 fully vested options issued to
Mr. Boyd in May 2001 with an exercise price of $5.11; 500,000 fully vested
options issued to Mr. Mylod in November 2000 with an exercise price of $2.43;
625,000 fully vested options issued to Mr. Rose in December 2000 with an
exercise price of $1.53; and 500,000 unvested options issued to Mr. Truwit in
August 2002 with an exercise price of $2.42. In the event of a termination
without "CAUSE" or a

                                       18
<Page>

"TERMINATION FOR GOOD REASON," these executive officers will be entitled to
receive, among other things, two times his base salary and target bonus, if any,
over a twelve month period following his termination. Subject to certain
limitations, if severance remuneration payable under the agreements is held to
constitute an "excess parachute payment" and the executive officer becomes
liable for any tax penalties on that payment, priceline.com will make a cash
payment to him in an amount equal to the tax penalties plus an amount equal to
any additional tax for which he will be liable as a result of receipt of the
payment for such tax penalties and payment for such reimbursement for additional
tax. The agreements contain non-solicitation and non-disparagement provisions in
the event of such executive officer's termination of employment.

     The term "CAUSE", as used in the employment agreements, includes, among
other things, (i) willful misconduct by such executive with regard to the
Company which has a material adverse effect on the Company; (ii) the willful
refusal of such executive to attempt to follow the proper written direction of
the Board of Directors or a more senior officer of the Company, provided that
the foregoing refusal shall not be "cause" if such executive in good faith
believes that such direction is illegal, unethical or immoral and promptly so
notifies the Board of Directors or the more senior officer (whichever is
applicable); (iii) substantial and continuing willful refusal by such executive
to attempt to perform the duties required of him (other than any such failure
resulting from incapacity due to physical or mental illness) after a written
demand for substantial performance is delivered to such executive by the Board
of Directors or a more senior officer of the Company which specifically
identifies the manner in which it is believed that such executive has
substantially and continually refused to attempt to perform his duties; or (iv)
such executive being convicted of a felony (other than a felony involving a
traffic violation or as a result of vicarious liability). A notice by the
Company of a non-renewal of the employment agreement will be considered an
involuntary termination of such executive without "cause". A notification of a
termination for "cause" from the Company to such executive must include a copy
of a resolution duly adopted by at least two-thirds (2/3) of the entire
membership of the Board of Directors at a meeting of the Board which was called
for the purpose of considering such termination and which such executive and his
representative had the right to attend and address the Board of Directors,
finding that, in the good faith of the Board of Directors, such executive
engaged in conduct set forth in the definition of "cause" above and specifying
the particulars thereof in reasonable detail.

     The term "GOOD REASON", as used in the employment agreements, includes,
among other things, (i) any material diminution of such executive's positions,
duties or responsibilities (except in each case in connection with the
termination of such executive's employment for "cause" or disability or as a
result of such executive's death, or temporarily as a result of such executive's
illness or other absence), or, the assignment to such executive of duties or
responsibilities that are inconsistent with such executive's then position; (ii)
removal of, or the non-reelection of, such executive from the officer position
with the Company specified in the employment agreement without election to a
higher position or removal of such executive from any of his then officer
position; (iii) a relocation of the Company's executive office in Connecticut to
a location more than thirty-five (35) miles from its current location or more
than thirty-five (35) miles further from such executive's residence at the time
of relocation; (iv) a failure by the Company (A) to continue any bonus plan,
program or arrangement in which such executive is entitled to participate (the
"Bonus Plans"), provided that any such Bonus Plans may be modified at the
Company's discretion from time to time but shall be deemed terminated if (x) any
such plan does not remain substantially in the form in effect prior to such
modification and (y) if plans providing such executive with substantially
similar benefits are not substituted ("Substitute Plans"), or (B) to continue
such executive as a participant in the Bonus Plans and Substitute Plans on at
least the same basis as to potential amount of the bonus as such executive
participated in prior to any change in such plans or awards, in accordance with
the Bonus Plans and the Substitute Plans; (v) any material breach by the Company
of any provision of the employment agreement; or (vi) failure of any successor
to the Company to assume in a writing delivered to such executive upon the
assignee becoming such, the obligations of the Company hereunder. In addition,
under the terms of Mr. Boyd's employment agreement, a voluntary resignation by
Mr. Boyd would be considered a termination for good reason for purposes of his
employment agreement.

     The Company's 1999 Omnibus Plan, as amended (the "1999 Omnibus Plan"),
provides that in the event of a change in control of the Company (as defined in
the 1999 Omnibus Plan) all options granted prior to April 25, 2000 which were
not previously exercisable and vested shall become fully exercisable and vested,
and any restrictions relating to such options shall lapse. In general, with the
exception of options granted between April and November 2000 and options granted
in 2003, options become fully exercisable and vested six months after the date
of a change in control, so long as the holder of such options is employed by the
Company on the date of the change in control and on the date that is six months
from the change in control. The purchaser or purchasers of the Company's assets
or stock may elect to deliver to the holders of options granted under the 1999
Omnibus

                                       19
<Page>

Plan the same kind of consideration that is delivered to the stockholders of the
Company as a result of such sale, conveyance or change in control, or the Board
of Directors of the Company may cancel all outstanding options in exchange for
consideration equal to the higher of the fair market value of the securities the
holder of such options would have received had such options been exercised prior
to such sale, conveyance or change in control (less the exercise price
therefor), and the fair market value of the securities the holder of such
options would have received had such options been exercised immediately
following such sale, conveyance or change in control (less the exercise price
therefor).

 
          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     As noted above, the Compensation Committee is comprised of four
non-employee directors: Messrs. Allaire, Bahna, Loeb and Nicholas, Jr. Mr.
Nicholas is not standing for re-election at the Annual Meeting. No member of the
Compensation Committee is or was formerly an officer or an employee of the
Company. No interlocking relationship exists between the Board of Directors or
Compensation Committee and the board of directors or the compensation committee
of any other company, nor has such interlocking relationship existed in the
past.

                                       20
<Page>

   REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE

                                  COMPENSATION

     We constitute the Compensation Committee of the Board of Directors of
priceline.com Incorporated. None of us has been an officer or employee of
priceline.com. We are responsible for establishing the compensation for the
executive officers, including the Chief Executive Officer, of priceline.com.

COMPENSATION PHILOSOPHY AND OBJECTIVES

     The goals of priceline.com's compensation program are to align compensation
with the Company's and each executive's business objectives and performance and
to enable priceline.com to attract, retain and reward executive officers and
other key employees who contribute to priceline.com's long-term success and to
motivate them to enhance long-term stockholder value. Priceline.com's
compensation emphasizes equity based incentive compensation through stock
options or, in certain instances, restricted stock, rather than high levels of
fixed or variable cash compensation.

     We worked with priceline.com's senior executive officers and outside
compensation consultants to develop a compensation program designed to achieve
these goals and we approved a compensation program that consists of a mix of
salary and equity incentives, including stock options.

COMPENSATION COMPONENTS

     BASE SALARY. We meet at least annually to review and approve each executive
officer's salary for the ensuing year. When reviewing base salaries, we consider
the following factors: base salaries for comparable positions of a broad peer
group, including companies similar in size and business, individual performance
against goals, levels of responsibility, breadth of knowledge and prior
experience. The relative importance of these factors varies, depending on the
individual whose salary is being reviewed.

     BONUSES. During 2002, due to general economic conditions and the challenges
facing the Company and the travel industry since September 11, 2001, no cash
bonuses were paid to any executive officers of the Company.

     STOCK OPTIONS. Priceline.com's stock option plans are designed to provide
its employees and directors with an incentive that aligns their interests with
those of priceline.com's stockholders in achieving the Company's long-term
goals. Initial grants of stock options are generally made to eligible employees
upon commencement of employment, with additional grants being made to certain
employees periodically or following a significant change in job
responsibilities, scope or title. Stock options under the option plans generally
vest over a three-year period and expire ten years from the date of grant. The
exercise price of options granted under the plans is the fair market value of
the Company's common stock on the date of grant. The Compensation Committee
approved a broad based grant of stock options in December 2002 which was made to
employees in early January 2003. Most of the Company's executive officers and
key employees participated in the January 2003 grant; however, the Company's
Chief Financial Officer elected not to receive a grant and other executive
officers, including the Company's Chief Executive Officer and Chief Operating
Officer, who received option grants in August 2002 in connection with promotions
they received at that time, did not participate in the January 2003 broad based
grant.

     The number of stock options granted to each participant under the option
plans is generally determined by guidelines reviewed by the Committee. These
guidelines combine several factors, including the performance and salary level
of each participant as well as the market price of the stock at the time of
grant.

     RESTRICTED STOCK. The Company did not make any grants of restricted stock
during 2002.

2002 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER

     In July 2002, Jeffery H. Boyd was named President and Co-Chief Executive
Officer of the Company and in November 2002 he was named President and Chief
Executive Officer. From July 2002 until November 2002, Mr. Boyd shared Chief
Executive Officer responsibilities with Richard S. Braddock, Chairman of the
Company's Board of Directors. For 2002, we paid Mr. Boyd $300,000 in salary,
which is the annual salary rate that has been in effect for him since January
2001. In connection with Mr. Boyd's promotion to Co-Chief Executive Officer in
July 2002, after consulting with our outside compensation consultant, we granted
Mr. Boyd

                                       21
<Page>

options to purchase 500,000 shares of priceline.com common stock. The options
vest over a three-year period and the exercise price of the options was the fair
market value of priceline.com's common stock at the time of grant. Mr. Boyd
received no other compensation in connection with his promotion to Co-Chief
Executive Officer and no additional compensation in connection with his
promotion to Chief Executive Officer in November 2002.

     As discussed above, we believe that stock options, when used judiciously,
are an effective incentive and retention tool and contribute to long-term
stockholder value by linking executive pay to the performance of the Company's
stock price. The Committee made the stock option award to Mr. Boyd in
recognition of Mr. Boyd's promotion to Co-Chief Executive Officer. We believe
that Mr. Boyd's compensation package is appropriate in light of his role in
leading the Company through a very difficult post-September 11, 2001 travel
environment and his leadership in developing a strategy for the Company to
enhance long-term stockholder value by, among other things, building and growing
the Company's hotel business and introducing new products, including vacation
packages and retail travel products in an effort to diversify the Company's
revenue streams and broaden the Company's overall customer appeal.

     Mr. Braddock, who served as Co-Chief Executive Officer until November 2002,
did not receive a salary and received no stock option or restricted stock grants
during 2002.

SECTION 162(m) OF THE INTERNAL REVENUE CODE

     Section 162(m) of the Internal Revenue Code of 1986 limits deductions for
federal income tax purposes to $1 million of compensation paid to certain named
executive officers in a taxable year. Compensation above $1 million may be
deducted if it is "performance-based compensation." We do not expect this
limitation to affect the Company in 2003. The Company reserves the right to
utilize compensation plans which will not qualify as "performance-based
compensation" and for which deductibility will be so limited.


                                                   Compensation Committee

                                                   N.J. Nicholas, Jr. (Chairman)
                                                   Paul A. Allaire
                                                   Ralph M. Bahna
                                                   Marshall Loeb

                                       22
<Page>

                       PERFORMANCE MEASUREMENT COMPARISON

     The following graph shows the total stockholder return through December 31,
2002 of an investment of $100 in cash on March 30, 1999 (one day following
priceline.com's initial public offering) for priceline.com common stock and an
investment of $100 in cash on March 30, 1999 for (i) the NASDAQ National Market
Index and (ii) the Media General Internet Software and Services Index. The Media
General Internet Software and Services Index is an index of 212 stocks
representing the Internet industry, including Internet software and services
companies and e-commerce companies. Historic stock performance is not
necessarily indicative of future stock price performance. All values assume
reinvestment of the full amount of all dividends and are calculated as of the
last day of each month:

[CHART]

                             CUMULATIVE TOTAL RETURN
                           PRICELINE.COM INCORPORATED
                     NASDAQ MARKET INDEX AND MG GROUP INDEX

                     ASSUMES $100 INVESTED ON MAR, 30, 1999
                          ASSUMES DIVIDEND REINVESTED
                        FISCAL YEAR ENDING DEC. 31, 2002


<Table>
<Caption>
                                                 Media General
           Measurement       priceline.com   Internet Software and
              Point          Incorporated        Services Index        NASDAQ
           -----------       -------------   ---------------------     ------
            <S>                <C>                 <C>                 <C>
            03/30/99           100.00              100.00              100.00
            03/31/99           120.11              100.00              100.00
            06/30/99           167.48              100.70              108.81
            09/30/99            93.48               97.45              110.58
            12/31/99            68.66              177.25              163.32
            03/31/00           115.94              173.33              185.83
            06/30/00            55.05              108.70              159.83
            09/30/00            17.21               97.56              147.49
            12/31/00             1.90               42.07               99.12
            03/31/01             3.67               25.80               74.73
            06/30/01            13.12               33.10               87.58
            09/30/01             5.49               17.44               60.82
            12/31/01             8.43               26.16               79.27
            03/31/02             7.58               22.52               75.14
            06/30/02             4.04               17.09               60.26
            09/30/02             2.12               13.41               48.34
            12/31/02             2.32               17.21               55.20
</Table>


                                       23
<Page>


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company was founded as a limited liability company in July 1997 and
converted to a corporation in July 1998. In connection with this conversion, all
equity units issued by the Company's predecessor were converted into an equal
number of shares of common stock. The following discussion does not distinguish
between the Company and its predecessor and the common stock and the equity
units of the Company's predecessor. The information set forth below also
reflects a 1.25-for-one stock split of the common stock on March 26, 1999.

I
NTERNATIONAL LICENSEES

     ASIA. Hutchison Whampoa Limited and Cheung Kong (Holdings) Limited, which
is a 49.97% shareholder of Hutchison Whampoa Limited, owned approximately 34% of
the Company's outstanding common stock as of December 31, 2002 and have the
right to appoint three representatives to the Board of Directors. Ian F. Wade
and Dominic Kai Ming Lai are Hutchison Whampoa Limited's representatives on the
Board of Directors and Edmond Tak Chuen Ip is Cheung Kong (Holdings) Limited's
representative on the Board of Directors.

     In June 2000, the Company entered into definitive agreements with
subsidiaries of Hutchison Whampoa Limited to introduce the Company's services to
several Asian markets. Under the terms of the agreements, the Company licenses
its business model and provides its expertise in technology, marketing and
operations to Hutchison-Priceline Limited. Hutchison-Priceline Limited pays the
Company an annual licensing fee to use the Company's intellectual property and
reimburses the Company for the cost of services provided. While the Company
currently has no equity in Hutchison-Priceline Limited and does not control its
board of directors, the Company has invested in a note convertible into
approximately 35% (on a fully diluted basis) of the equity of
Hutchison-Priceline Limited. During 2002, the Company performed a periodic
evaluation of the progress of the operations of Hutchison-Priceline Limited and
recorded an impairment charge of $12.2 million to reduce the carrying value of
its investment in Hutchison-Priceline Limited to its estimated fair value of
zero. During the period ended December 31, 2002, the Company charged
Hutchison-Priceline Limited $375,000 in licensing fees and approximately
$199,000 in reimbursable expenses, in accordance with the Company's agreements
with Hutchison-Priceline Limited. Jeffery H. Boyd, the Company's President and
Chief Executive Officer, and Robert J. Mylod, the Company's Chief Financial
Officer, are priceline.com's representatives on the board of directors of
Hutchison-Priceline Limited.

     EUROPE. Priceline.com europe Ltd. (together with priceline.com Europe
Holdings, N.V., "Priceline.com Europe") is a majority owned subsidiary of
priceline.com that was established to provide travel services to several
European markets. Priceline.com Europe offers NAME YOUR OWN PRICE(R) hotels,
and, through third-party partners, airfare, vacation packages and car hire at
disclosed prices. During 2002, the Company invested $10.0 million in
Priceline.com Europe, which increased the Company's equity interest in
Priceline.com Europe to approximately 74.6% of the issued and outstanding
shares. The Company recognized Priceline.com Europe's entire loss for the twelve
months ended December 31, 2002 in its consolidated financial statements. During
2002, the Company performed impairment tests and determined that the carrying
amount of goodwill associated with its investment in Priceline.com Europe
exceeded its implied fair value by approximately $12 million and accordingly
recorded an impairment charge of $12 million. The fair value was determined by
third party valuations using generally accepted valuation techniques including
the market value of comparable companies (including revenue multiple
methodology) and discounted cash flow methods

     Certain investment entities affiliated with General Atlantic Partners, LLC
collectively own approximately 22.0% of the issued and outstanding shares of
Priceline.com Europe. William Ford, a principal of General Atlantic Partners,
LLC, was a member of our Board of Directors and chairman of our audit committee
until he resigned from our board of directors on January 23, 2003. Certain
investors in Priceline.com Europe, including certain affiliates of General
Atlantic Partners, LLC, have the right to put their shares of Priceline.com
Europe to the Company, at fair market value, in the event of a change in
control, as defined, of the Company. These investors own 45,539,999 shares of
Priceline.com Europe.

     The management board of Priceline.com Europe consists of the following six
individuals: Richard S. Braddock, Chairman of the Company, Jeffery H. Boyd,
President, Chief Executive Officer and Director of the Company, Glenn D. Fogel,
Senior Vice President--International of the Company, Florian P. Wendelstadt,

                                       24
<Page>

managing member of General Atlantic Partners, LLC and Timothy G. Brier, a former
executive officer of the Company.

Pricelinemortgage.com

     The Company offers home financing services through pricelinemortgage.com, a
broker and/or lender of residential mortgage loans that utilizes the Company's
NAME YOUR OWN PRICE(R) business model. The Company owns a 49% equity interest in
pricelinemortgage.com and holds two seats on its board of directors.
Pricelinemortgage.com is controlled by First Alliance Bank, a federally
chartered savings association supervised by the Office of Thrift Supervision and
a wholly owned subsidiary of Alliance Partners, L.P. Alliance Partners provides
management services to pricelinemortgage.com, including the procurement of
personnel and office space and assistance in obtaining regulatory approvals. At
December 31, 2002, the investment in pricelinemortgage.com consisted of the
Company's original investment of $4.6 million and the Company's cumulative share
of pricelinemortgage.com's earnings of approximately $2.7 million, offset by an
impairment charge of approximately $1 million to reflect the write-down of the
carrying value to the investment's estimated fair value. The Company earned
advertising fees from pricelinemortgage.com of $1.7 million in 2002. Robert J.
Mylod Jr., the Company's Chief Financial Officer, is a director of, and an
investor in, Alliance Capital Partners Inc., the parent company of Alliance
Partners, L.P. In 1997, Mr. Mylod invested $50,000 in Alliance Capital Partners
Inc. and his investment represents less than 1/10th of one percent of Alliance
Capital Partner Inc.'s outstanding common stock.

ALLEN & COMPANY LLC

     On July 31, 2002, the Company announced that its Board of Directors
authorized the repurchase of up to $40 million of the Company's common stock
from time to time in the open market or in privately negotiated transactions. As
of December 31, 2002, the Company had repurchased 5,387,717 shares of its common
stock as part of its stock repurchase program. In connection with the
repurchase, Allen & Company LLC acted as the Company's broker and received
$161,631 in commissions. In addition, from time to time, Allen & Company LLC has
advised the Company on certain financial and strategic issues. Nancy B.
Peretsman is a Managing Director and Executive Vice President of Allen & Company
LLC.

WORLDSPAN

     Paul J. Blackney, who stepped down as a director of the Company in May
2002, is the President and Chief Executive Officer of Worldspan, L.P., a global
travel distribution system ("GDS"), which was, and continues to be, the
Company's only GDS for booking travel reservations for its customers. The
Company has an agreement with Worldspan that provides for certain penalties and
other financial disincentives in the event that the Company fails to meet the
minimum volume of bookings under the agreement. The agreement also provides for
certain discounts and incentives to be provided by Worldspan to the Company.


OTHER TRANSACTIONS

     The Company has granted registration rights to certain stockholders and
warrant holders, including Mr. Braddock, the Company's Chairman, Mr. Walker,
priceline.com's founder, and certain affiliates of Mr. Walker including Walker
Digital and The Jay S. Walker Irrevocable Credit Trust, investment entities
affiliated with General Atlantic Partners, LLC, Vulcan Ventures Incorporated,
Delta Air Lines, Inc., Hutchison Whampoa Limited and Cheung Kong (Holdings)
Limited. Up to all of the shares held by said stockholders, exclusive of options
granted to them under the 1999 Omnibus Plan and the 1997 Omnibus Plan or
acquired in the public market, are entitled to registration rights. See
"Security Ownership Of Certain Beneficial Owners and Management." Additional
shares acquired by these individuals or entities while an affiliate of the
Company may also be entitled to registration rights under the registration
rights agreements. In addition, the holders of the securities registrable
pursuant to the agreements may be entitled under the agreements, subject to
certain limitations, to require the Company to include their registrable
securities in future registration statements the Company files. Registration of
shares of common stock pursuant to the rights granted in these agreements will
result in such shares becoming freely tradeable without restriction under the
Securities Act of 1933. All registration expenses incurred in connection with
the above registrations will be borne by the Company.

                                       25
<Page>

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY

     Section 145 of the Delaware General Corporation Law authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the federal securities laws.

     As permitted by Delaware law, the Company's amended and restated
certificate of incorporation includes a provision that eliminates the personal
liability of its Directors for monetary damages for breach of fiduciary duty as
a Director, except for liability (1) for any breach of the Director's duty of
loyalty to the Company or its stockholders; (2) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(3) under Section 174 of the Delaware General Corporation Law regarding unlawful
dividends and stock purchases; or (4) for any transaction from which the
Director derived an improper personal benefit.

     As permitted by Delaware law, the Company's amended and restated
certificate of incorporation, provides that (1) the Company is required to
indemnify its Directors and officers to the fullest extent permitted by Delaware
law, subject to certain very limited exceptions; (2) the Company is permitted to
indemnify its other employees to the extent that it indemnifies its officers and
Directors, unless otherwise required by law, its amended and restated
certificate of incorporation, its by-laws or agreements; (3) the right to
indemnification includes the right to be paid expenses incurred in connection
with a legal proceeding in advance of its final disposition; and (4) the rights
conferred in the amended and restated certificate of incorporation are not
exclusive.

                                       26
<Page>

 
            REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

     Priceline.com's Audit Committee operates under a written charter adopted by
the Board of Directors, a copy of which is attached to this proxy statement as
Appendix B. The Audit Committee is composed of three directors, each of whom
satisfies the applicable independence requirements of the NASDAQ Stock Market.
Priceline.com's management is responsible for its internal accounting controls
and the financial reporting process. Priceline.com's independent accountants,
Deloitte & Touche LLP, are responsible for performing an independent audit of
priceline.com's financial statements in accordance with auditing standards
generally accepted in the United States of America and to issue a report
thereon. The Audit Committee's responsibility is to monitor and oversee these
processes in accordance with its charter.

REVIEW AND DISCUSSIONS WITH MANAGEMENT

     The Audit Committee has reviewed and discussed priceline.com's audited
financial statements for the three years ended December 31, 2002 with
management.

REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS

     The Audit Committee has discussed with Deloitte & Touche LLP,
priceline.com's independent accountants, the matters required to be discussed by
SAS 61 (Codification of Statements on Auditing Standards) which includes, among
other items, matters related to the conduct of the audit of priceline.com's
financial statements.

     The Audit Committee has also received written disclosures and the letter
from Deloitte & Touche LLP required by Independence Standards Board Standard No.
1 (which relates to the accountants' independence from priceline.com and its
related entities) and has discussed with Deloitte & Touche LLP its independence
from priceline.com. In addition, the Audit Committee has considered whether the
independent accountants' provision of non-audit services is compatible with
maintaining the independent accountants' independence.

CONCLUSION

     Based on the review and discussions referred to above, and the Audit
Committee's review of the representations of management and the report of the
independent accountants, the Audit Committee recommended to priceline.com's
Board of Directors that priceline.com's audited financial statements be included
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2002.

                                            SUBMITTED BY THE AUDIT COMMITTEE
                                            OF THE BOARD OF DIRECTORS

                                                Howard W. Barker, Jr., Chairman
                                                Paul Allaire
                                                Ian F. Wade*

* On April 22, 2003, Mr. Wade stepped down from the Audit Committee and was
replaced by Ms. Patricia L. Francy. The Report of the Audit Committee was
approved before April 22, 2003.

                                       27
<Page>

                              AUDITOR INDEPENDENCE

     Deloitte & Touche LLP are the Company's independent auditors. The audit
committee of the Company's board of directors has considered whether the
provision of non-audit services is compatible with maintaining Deloitte's
independence.

AUDIT FEES

     The aggregate fees for professional services rendered by Deloitte & Touche
LLP for the audit of the annual financial statements of the Company for the year
ended December 31, 2002 and the timely review of the interim financial
statements included in quarterly reports on Form 10-Q for the periods ended
March 31, June 30 and September 30, 2002 were $408,960.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     The aggregate fees for financial information systems design and
implementation services rendered by Deloitte & Touche LLP for the year ended
December 31, 2002 were $0.

ALL OTHER FEES

     The aggregate fees for other services rendered by Deloitte & Touche LLP for
the year ended December 31, 2002 were approximately $744,003 and can be
sub-categorized as follows:

     AUDIT RELATED FEES. The aggregate fees for audit related services
     rendered by Deloitte & Touche LLP for matters such as review of
     SEC filings, audits of employee benefit plans, and consultation
     on accounting standards or transactions were approximately
     $137,420.

     OTHER FEES. The aggregate fees for all other services, such as
     consultation related to tax compliance, licensee transactions and
     state and local tax regulatory matters rendered by Deloitte &
     Touche LLP in the fiscal year ended 2002 were approximately
     $606,583.

                                       28
<Page>

                                  OTHER MATTERS

     The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, the persons named in the accompanying proxy intend to vote
on those matters in accordance with their best judgment.

                                       29
<Page>

                                                                      APPENDIX A

                        FORM OF CERTIFICATE OF AMENDMENT

                                       TO
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           PRICELINE.COM INCORPORATED

     Priceline.com Incorporated, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies that:

     FIRST: The name of the Corporation is priceline.com Incorporated.

     SECOND: In accordance with Section 242 of the General Corporation Law of 
the State of Delaware, the Board of Directors of the Corporation duly adopted 
a resolution setting forth the proposed amendment to Article Fourth of the 
Amended and Restated Certificate of Incorporation of the Corporation, 
declaring the advisability of such amendment and directing that such 
amendment be considered at the next annual meeting of stockholders of the 
Corporation.

     THIRD: Article Fourth of the Amended and Restated Certificate of
Incorporation is hereby amended by adding at the end thereof the following
paragraph:

          "As of [INSERT DATE SPECIFIED BY THE BOARD OF DIRECTORS OF
          THE CORPORATION] (the "EFFECTIVE DATE"), each
          [six/seven/eight/nine]* shares of common stock, par value
          $0.008 per share, issued and outstanding immediately prior
          to the Effective Date (the "OLD COMMON STOCK"), will be
          automatically reclassified as and combined into one share of
          common stock, par value $0.008 per share. Any stock certificate
          that, immediately prior to the Effective Date, represented
          shares of the Old Common Stock will, from and after the Effective
          Date, automatically and without the necessity of surrendering the
          same for exchange, represent the number of whole shares of
          common stock, par value $0.008 per share, as equals the
          quotient obtained by dividing the number of shares of Old
          Common Stock represented by such certificate immediately
          prior to the Effective Date by [six/seven/eight/nine]*. No
          fractional shares shall be issued, and in lieu thereof,
          stockholders who would otherwise be entitled to receive
          fractional shares will be entitled, upon surrender to Mellon
          Investor Services, LLC, the exchange agent, of such certificates
          representing such fractional shares, to receive cash in an amount
          equal to the product obtained by multiplying the closing price of
          the Old Common Stock as reported on The Nasdaq National Market on
          the last trading day prior to the Effective Date by the
          number of shares of Old Common Stock held by such
          stockholder that would otherwise have been exchanged for
          fractional shares."

     FOURTH: This Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Corporation was duly adopted by the
stockholders in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

     FIFTH:  This Certificate of Amendment to the Amended and Restated
Certificate of Incorporation shall be effective as of 12:01A.M. (Eastern Time)
on the Effective Date in accordance with the provisions of Section 103(d) of the
General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and
Restated Certificate of Incorporation has been signed by ___________, its
authorized officer on this __ day of________.

                                       30
<Page>

priceline.com Incorporated


----------------------
Name:
Title:

--------

* Proposal 2 specifies "six"; Proposal 3 specifies "seven"; Proposal 4 
specifies "eight"; and Proposal 5 specifies "nine."

                                       31
<Page>


                                                                      APPENDIX B

                           PRICELINE.COM INCORPORATED
                             AUDIT COMMITTEE CHARTER

INTRODUCTION AND PURPOSE

     The Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing, internal
control and financial reporting practices of the Company. It may also have such
other duties as may from time to time be assigned to it by the Board. In
general, its activities include:

     - Overseeing the Company's relationship with the independent auditors,
     including discussing with the auditors the overall scope, plans and fees of
     the annual audit, receiving and reviewing audit reports, and providing the
     auditors full access to the Committee to report on any and all appropriate
     matters.

     - Discussing with a representative of management and the independent
     auditors: (1) the financial information contained in the Company's Annual
     Report on Form 10-K prior to its filing, (2) the Company's year-end
     earnings announcement, and (3) the results of the audit of such information
     by the independent auditors. These discussions may be held with the
     Committee as a whole or with the Committee chair in person or by telephone.

     - Discussing with a representative of management and the independent
     auditors: (1) the interim financial information contained in the Company's
     Quarterly Report on Form 10-Q prior to its filing, (2) the Company's
     Quarterly earnings announcements, and (3) the results of the review of such
     information by the independent auditors. These discussions may be held with
     the Committee as a whole or with the Committee chair in person or by
     telephone.

     - Reviewing internally or third-party prepared reports on internal
     controls, including any internal audit activities and discussing with
     management and the independent auditors the results of such reports.

     - Discussing with management and the independent auditors the quality and
     adequacy of, and compliance, with the Company's internal controls.

     - Discussing with management and/or the Company's general counsel any legal
     matters (including the status of pending litigation) that may have a
     material impact on the Company's financial statements, and any material
     reports or inquiries from regulatory or governmental agencies.

     The Committee's job is one of oversight. Management is responsible for the
preparation of the Company's financial statements and the independent auditors
are responsible for auditing those financial statements. The Committee and the
Board recognize that management and the independent auditors have more resources
and time, and more detailed knowledge and information regarding the Company's
accounting, auditing, internal control and financial reporting practices than
the Committee does; accordingly the Committee's oversight role does not provide
any expert or special assurances as to the financial statements and other
financial information provided by the Company to its stockholders and others.

     The independent auditors shall submit to the Committee annually a formal
written statement of the fees billed in each of the last two fiscal years for
each of the following categories of services rendered by the independent
auditors: (i) the audit of the Company's annual financial statements and the
reviews of the financial statements included in the Company's Quarterly Reports
on Form 10-Q or services that are normally provided by the independent auditors
in connection with statutory and regulatory filings or engagements; (ii)
assurance and related services, not included in clause (i) that are reasonably
related to the performance of the audit or review of the Company's financial
statements, in the aggregate and by each service; (iii) tax compliance, tax
advice and tax planning services, in the aggregate and by each service; and (iv)
all other products and services rendered by the independent auditors, in the
aggregate and by each service.

                                       32
<Page>

RESPONSIBILITIES

     Although the Committee may wish to consider other duties from time to time,
the general recurring activities of the Committee in carrying out its oversight
role are described below. The Committee shall be responsible for:

     - Making all decisions relating to appointing, determining funding for and
     overseeing the independent auditors to be retained (or nominated for
     stockholder approval) for the purpose of preparing or issuing an audit
     report or related work or performing other audit, review or attest services
     for the Company. The Committee shall have sole authority to engage in these
     activities, including the resolution of disagreements between management
     and the independent auditors. The independent auditors are ultimately
     accountable to the Board and the Committee as representatives of the
     stockholders.

     - Discussing with management the timing and process for implementing the
     rotation of the lead audit partner, the concurring partner and any other
     active audit engagement team partner, and considering whether there should
     be a regular rotation of the audit firm itself.

     - Evaluating the performance of the independent auditors and, where
     appropriate, replacing such auditors.

     - Obtaining annually from the independent auditors a formal written
     statement describing all relationships between the auditors and the
     Company, consistent with Independence Standards Board Standard No. 1. The
     Committee shall actively engage in a dialogue with the independent auditors
     with respect to any relationships that may impact the objectivity and
     independence of the auditors and shall take or recommend that the Board
     take appropriate actions to oversee and satisfy itself as to the auditors'
     independence.

     - Reviewing the annual audited financial statements and discussing them
     with management and the independent auditors. These discussions shall
     include the matters required to be discussed under Statement of Auditing
     Standards No. 61 as may be modified or supplemented and other such
     inquiries as the Committee or the independent auditors shall deem
     appropriate. Based on such review, the Committee shall make its
     recommendation to the Board as to the inclusion of the Company's audited
     financial statements in the Company's Annual Report on Form 10-K.

     - Issuing annually a report to be included in the Company's proxy statement
     as required by the rules of the Securities and Exchange Commission.

     - Pre-approving all audit and non-audit services to be provided by the
     independent auditor, and considering whether the auditor's provision of
     non-audit services to the Company is compatible with maintaining the
     independence of the independent auditor. The Committee may, in its
     discretion, delegate to one or more of its members the authority to
     pre-approve any audit or non-audit services to be performed by the
     independent auditors, provided that any such approvals are presented to the
     Committee at its next scheduled meeting.

     - Obtaining from the independent auditors in connection with any audit,
     prior to the filing of the Company's audit report with the SEC, a report
     relating to the Company's annual audited financial statements describing
     all critical accounting policies and practices used, all alternative
     treatments of financial information within generally accepted accounting
     principles for policies and practices related to material items that have
     been discussed with management, ramifications of the use of such
     alternative disclosures and treatments, and the treatment preferred by the
     independent auditors, and any material written communications between the
     independent auditors and management, such as any "management" letter or
     schedule of unadjusted differences.

     - Inquiring of the Company's chief executive officer and chief financial
     officer as to the existence of any significant deficiencies in the design
     or operation of internal controls that could adversely affect the Company's
     ability to record, process, summarize and report financial data, any
     material weaknesses in

                                       33
<Page>

     internal controls, and any fraud, whether or not material, that involves
     management or other employees who have a significant role in the
     Company's internal controls.

     - Establishing hiring policies for employees or former employees of the
     independent auditors.

     - Establishing procedures for the receipt, retention and treatment of
     complaints received by the Company regarding accounting, internal
     accounting controls or auditing matters, and for the confidential,
     anonymous submission by Company employees of concerns regarding
     questionable accounting or auditing matters.

     - Reviewing and approving all related party transactions on an on-going
     basis.

     - Reviewing and reassessing the adequacy of this charter on an annual
     basis.

COMPOSITION AND ORGANIZATION

     The membership of the Committee shall consist of at least three directors,
and the composition of the Committee shall comply with the rules of National
Association of Securities Dealers, Inc. ("NASD") and the Sarbanes Oxley Act of
2002 (the "2002 Act") with regard to the independence and financial literacy of
Committee members. Pursuant to NASD rules and the 2002 Act, the Committee will
contain at least one Committee member who is an "audit committee financial
expert", as defined by the Securities and Exchange Commission.

     The Committee shall maintain free and open communication with the
independent auditors, any internal auditors and Company management. In
discharging its oversight role, the Committee is empowered to investigate any
matter relating to the Company's accounting, auditing, internal control or
financial reporting practices brought to its attention, with full access to all
Company books, records, facilities and personnel. The Committee may also retain,
and determine funding for, outside counsel, auditors or other advisors if the
Committee deems it necessary or appropriate.

     One member of the Committee shall be appointed as chair by the Board. The
chair shall be responsible for leadership of the Committee, including scheduling
and presiding over meetings, approving agendas and making regular reports to the
Board. The chair will also maintain regular liaison with the Chief Executive
Officer, Chief Financial Officer and the lead independent audit partner. At
least once each year the Committee shall have separate private meetings with the
independent auditor.

ADOPTED: April 22, 2003

                                       34

<PAGE>


The Board Of Directors recommends a vote FOR each of the       Please
nominees for director listed below. The Board Of Directors     Mark Here
recommends a vote FOR Proposals 2, 3, 4, 5 and 6.              for Address |_|
                                                               Change or
                                                               Comments
                                                               SEE REVERSE SIDE

Proposal 1: To elect twelve directors to hold office until the next annual
            meeting of stockholders or until their respective successors are
            elected and qualified.

             FOR all nominees              WITHHOLD AUTHORITY
         listed (except as marked           to vote for all
             to the contrary)               nominees listed
                 |_|                              |_|


<TABLE>
<CAPTION>
<S>        <C>                       <C>                          <C>
Nominees:  01 Richard S. Braddock,   02 Jeffery H. Boyd,          03 Paul A. Allaire,
           04 Ralph M. Bahna,        05 Howard W. Barker, Jr.,    06 Jeffrey E. Epstein,
           07 Patricia L. Francy,    08 Edmond Tak Chuen Ip,      09 Dominic Kai Ming Lai,
           10 Marshall Loeb,         11 Nancy B. Peretsman and    12 Ian F. Wade
</TABLE>


To withhold authority to vote for any nominee, write that nominee's name below:


--------------------------------------------------------------------------------

Proposal 2: To approve an amendment to the Company's amended and restated
            certificate of incorporation to effect a reverse stock split of all
            outstanding shares of the Company's common stock at an exchange 
            ratio of 1-for-6.

            FOR                AGAINST               ABSTAIN
            |_|                  |_|                    |_|

Proposal 3: To approve an amendment to the Company's amended and restated
            certificate of incorporation to effect a reverse stock split of all
            outstanding shares of the Company's common stock at an exchange 
            ratio of 1-for-7.

Proposal 4: To approve an amendment to the Company's amended and restated
            certificate of incorporation to effect a reverse stock split of all
            outstanding shares of the Company's common stock at an exchange 
            ratio of 1-for-8.

            FOR                AGAINST               ABSTAIN
            |_|                  |_|                    |_|

Proposal 5: To approve an amendment to the Company's amended and restated
            certificate of incorporation to effect a reverse stock split of all
            outstanding shares of the Company's common stock at an exchange 
            ratio of 1-for-9.

            FOR                AGAINST               ABSTAIN
            |_|                  |_|                    |_|

Proposal 6: To ratify the selection of Deloitte & Touche LLP as independent
            auditors of the Company for the fiscal year ending December 31, 
            2003.

            FOR                AGAINST               ABSTAIN
            |_|                  |_|                    |_|

By checking the box to the right, I consent to future access of the Annual |_|
Report, Proxy Statements prospectuses and other communications electronically
via the Internet. *** SEE NOTE BELOW

                   TO HELP OUR PREPARATIONS FOR THE MEETING, PLEASE  CHECK |_|
                                                    HERE IF YOU PLAN TO ATTEND

PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
THAT IS POSTAGE PREPAID IF MAILED IN THE U.S.

EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND
THE ANNUAL MEETING. HOWEVER, IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.



<PAGE>




Signature______________________ Signature______________________ Date___________


Please sign exactly as your name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership, please sign in
partnership name by authorized person.

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                          ^  FOLD AND DETACH HERE  ^

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*** NOTE: I understand that the Company may no longer distribute printed
    materials to me for any future stockholder meeting until such consent
    is revoked. I understand that I may revoke any consent at any time by
    contacting the Company's transfer agent, Mellon Investor Services,
    Ridgefield Park, NJ and that costs normally associated with electronic
    access, such as usage and telephone charges, will be my responsibility.
--------------------------------------------------------------------------------

Electronic versions of the priceline.com Incorporated Annual Report and
Proxy Statement are available at www.priceline.com under Investor Relations.

If you have not received printed copies of the Annual Report and Proxy
Statement along with this proxy card, you indicated your consent on last
year's proxy card to no longer receive these materials.




<PAGE>


                           priceline.com Incorporated

                     PROXY SOLICITED BY BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 9, 2003

         The undersigned hereby appoints ROBERT J. MYLOD JR. and PETER J.
MILLONES, and each of them, as attorneys and proxies of the undersigned, with
full power of substitution, to vote all of the shares of stock of priceline.com
Incorporated that the undersigned may be entitled to vote at the Annual Meeting
of Stockholders of priceline.com Incorporated to be held on Monday, June 9,
2003, at 2:00 p.m. local time, at Doubletree Club Hotel, 789 Connecticut Avenue,
Norwalk, Connecticut 06854, and at any and all continuations and adjournments of
that meeting, with all powers that the undersigned would possess if personally
present, upon and in respect of the following matters and in accordance with the
following instructions, with discretionary authority as to any and all other
matters that may properly come before the meeting. 

         UNLESS YOU INDICATE OTHERWISE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3, 4, 5 AND 6, AS MORE
SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE
INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS.

_______________________________________________________________________________
    Address Change/Comments (Mark the corresponding box on the reverse side)

_______________________________________________________________________________

_______________________________________________________________________________

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