AMENDMENT NUMBER SIX

                                       to

                           FAIRFIELD COMMUNITIES, INC.

                           SAVINGS/PROFIT SHARING PLAN
                           ---------------------------

                           (effective January 1, 1998)

         THIS  AMENDMENT  to  the  Fairfield  Communities,  Inc.  Savings/Profit
Sharing Plan (the "Plan"),  which Plan was originally  effective  March 1, 1976,
was restated  effective July 1, 1994, and was amended effective January 1, 1995,
January 1, 1996,  September  20, 1996,  January 1, 1997 and January 1, 1998,  is
hereby entered into effective as of January 1, 1998.

        WHEREAS,  it  is  desirable  to  amend  the Plan in compliance with the 
Taxpayer Relief Act of 1997; and

        WHEREAS, Fairfield Communities,  Inc., by resolutions adopted at a duly
convened  meeting  of its Board of  Directors  held on  December  15,  1998,  in
accordance  with  the  provisions  of  Section  11.3 of the  Plan,  adopted  the
following amendments to the Plan, effective as of January 1, 1998;

        NOW,  THEREFORE,  Sections 8.3(A)  and  10.5  of  the  Plan  are hereby 
amended,  effective  January 1, 1998, to provide as follows:

SECTION 8.3(A):

         (A) On or after each Participant's Initial Distribution Date, after all
         adjustments  to his  accounts  required as of that date shall have been
         made,  distribution of his vested interest, if any, as determined under
         Section 4.3 above shall be made,  subject to the provisions  below,  as
         soon after such Initial Distribution Date as administratively feasible,
         to or for the benefit of the Participant, or, in the event of his death
         either before, at or after his Initial Distribution Date, to or for the
         benefit of his Beneficiary, by any of the following methods, as elected
         by the  Participant,  or, if the  Participant  is not then  living,  as
         elected  by  his  Beneficiary,   provided,   however,   that:  (1)  any
         distribution to the Participant  that commences prior to his attainment
         of the age of 65 years shall require written consent of the Participant
         within  90 days of the  date of any  such  distribution  if his  vested
         interest in his accounts exceeds $5,000; and (2) any distribution shall
         commence no later than 60 days after the end of the Plan Year following
         the  later of (a) the 65th  anniversary  of the  Participant's  date of
         birth  or (b) the  date  of  termination  of his  service,  unless  the
         Participant  elects a later  distribution  date (which shall not 
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          extend  beyond  April  1st  following  the  calendar  year in which he
          attains age 70-1/2 or retires, whichever is later; provided,  however,
          that for 5% owners distributions must commence no later than April 1st
          following  the  calendar  year in which the  Participant  attains  age
          70-1/2):

                    (1) by  payment  in cash or in kind  (other  than an annuity
               contract) of a single-sum amount; or

                    (2) by  payment in a series of cash  installments,  in equal
               amounts or otherwise, spread over a fixed period of years.

         Provided,   a  Participant   shall   receive  an  immediate   lump  sum
         distribution  of the vested  portion of his  Accounts,  if such  vested
         amounts do not exceed $5,000.

SECTION 10.5:

10.5     BENEFITS NOT ASSIGNABLE
         -----------------------

                  (A)  Subject to the  provisions  of  Sections  10.5(B) and (C)
         below, no benefits, rights or accounts shall exist under the Plan which
         are subject in any manner to  voluntary  or  involuntary  anticipation,
         alienation, sale, transfer,  assignment,  pledge, encumbrance or charge
         the same shall be null and void;  nor shall any such benefit,  right or
         account  under the Plan be in any  manner  liable for or subject to the
         debts, contracts, liabilities,  engagements, torts or other obligations
         of the person entitled to such benefit, right or account; nor shall any
         benefit, right or account under the Plan constitute an asset in case of
         the  bankruptcy,  receivership  or divorce of any person entitled under
         the Plan;  and any such benefit,  right or account under the Plan shall
         be payable only directly to the Participant or Beneficiary, as the case
         may be.

                  (B) Where a "qualified domestic relations order" as defined in
         ss.414(p) of the Code has been received by the Committee, the terms and
         benefits  of the Plan will be  considered  to have been  modified  with
         respect to the affected  Participant  to the extent such order requires
         benefits  to  be  paid  to   specified   individuals   other  than  the
         Participant.

                  (C) A  Participant's  benefits under the Plan shall be reduced
         if a court  order or  requirement  to pay the Plan arises  from:  (1) a
         judgment of  conviction  for a crime  involving  the Plan;  (2) a civil
         judgment (or consent  order or decree) that is entered by a court in an
         action  brought  in  connection  with a breach (or  alleged  breach) of
         fiduciary duty under ERISA; or (3) a settlement  agreement entered into
         by the  Participant  and either the  Secretary  of Labor or the Pension
         Benefit  Guaranty  Corporation in connection with a breach of fiduciary
         duty under ERISA by a fiduciary or any other  person.  The court order,
         judgment, decree or settlement agreement must specifically require that
         all or part of the amount the  Participant  is required to pay the Plan
         be offset against the  Participant's  Plan 

<PAGE>

          benefits.  This Plan Section  10.5(C) shall be  interpreted  under and
          subject to the requirements of Code ss.ss.401(a)(13)(C) and (D).

         IN  WITNESS  WHEREOF,   Fairfield  Communities,  Inc.  has caused this 
Amendment to be executed by its duly authorized officer.

                                          FAIRFIELD COMMUNITIES, INC.


                                          By:/s/Marcel J. Dumeny
                                             --------------------------
                                                 Marcel J. Dumeny
                                                    Secretary