POWER OF ATTORNEY
                                -----------------





     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints James G. Berk and/or Robert W. Howeth,  severally,  his true and lawful
attorney in fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to sign an
annual report on Form 10-K for the fiscal year of Fairfield Communities, Inc., a
Delaware  corporation,  ended  December  31,  1999,  and  any or all  amendments
thereto,  and to file same,  with all exhibits and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney in fact and agent full power and  authority  to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 21, 2000                        /s/Ernest D. Bennett, III
                                              --------------------------------
                                                 Ernest D. Bennett, III
<PAGE>


                                POWER OF ATTORNEY
                                -----------------






     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints James G. Berk and/or Robert W. Howeth,  severally,  his true and lawful
attorney in fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to sign an
annual report on Form 10-K for the fiscal year of Fairfield Communities, Inc., a
Delaware  corporation,  ended  December  31,  1999,  and  any or all  amendments
thereto,  and to file same,  with all exhibits and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney in fact and agent full power and  authority  to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 24, 2000                          /s/Philip L. Herrington
                                                -------------------------------
                                                    Philip L. Herrington

<PAGE>

                                POWER OF ATTORNEY
                                -----------------





     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints James G. Berk and/or Robert W. Howeth,  severally,  his true and lawful
attorney in fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to sign an
annual report on Form 10-K for the fiscal year of Fairfield Communities, Inc., a
Delaware  corporation,  ended  December  31,  1999,  and  any or all  amendments
thereto,  and to file same,  with all exhibits and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney in fact and agent full power and  authority  to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 20, 2000                           /s/Gerald M. Johnston
                                                 ---------------------------
                                                    Gerald M. Johnston
<PAGE>


                                POWER OF ATTORNEY
                                -----------------






     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints James G. Berk and/or Robert W. Howeth,  severally,  his true and lawful
attorney in fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to sign an
annual report on Form 10-K for the fiscal year of Fairfield Communities, Inc., a
Delaware  corporation,  ended  December  31,  1999,  and  any or all  amendments
thereto,  and to file same,  with all exhibits and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney in fact and agent full power and  authority  to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 21, 2000                           /s/Bryan D. Langton
                                                -------------------------------
                                                    Bryan D. Langton
<PAGE>


                                POWER OF ATTORNEY
                                -----------------






     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints James G. Berk and/or Robert W. Howeth,  severally,  his true and lawful
attorney in fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to sign an
annual report on Form 10-K for the fiscal year of Fairfield Communities, Inc., a
Delaware  corporation,  ended  December  31,  1999,  and  any or all  amendments
thereto,  and to file same,  with all exhibits and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney in fact and agent full power and  authority  to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 23, 2000                        /s/Charles D. Morgan
                                              ---------------------------------
                                                 Charles D. Morgan

<PAGE>

                                POWER OF ATTORNEY
                                -----------------








     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints James G. Berk and/or Robert W. Howeth,  severally,  his true and lawful
attorney in fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to sign an
annual report on Form 10-K for the fiscal year of Fairfield Communities, Inc., a
Delaware  corporation,  ended  December  31,  1999,  and  any or all  amendments
thereto,  and to file same,  with all exhibits and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney in fact and agent full power and  authority  to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 20, 2000                          /s/William C. Scott
                                                -------------------------------
                                                   William C. Scott

<PAGE>

                                POWER OF ATTORNEY
                                -----------------






     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints James G. Berk and/or Robert W. Howeth,  severally,  his true and lawful
attorney in fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to sign an
annual report on Form 10-K for the fiscal year of Fairfield Communities, Inc., a
Delaware  corporation,  ended  December  31,  1999,  and  any or all  amendments
thereto,  and to file same,  with all exhibits and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney in fact and agent full power and  authority  to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney in fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 20, 2000                             /s/William G. Sell
                                                   -----------------------------
                                                     William G. Sell
<PAGE>


                                POWER OF ATTORNEY
                                -----------------








     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints Robert W. Howeth,  severally,  his true and lawful attorney in fact and
agent, with full powers of substitution and  resubstitution,  for him and in his
name,  place and stead, in any and all  capacities,  to sign an annual report on
Form  10-K for the  fiscal  year of  Fairfield  Communities,  Inc.,  a  Delaware
corporation,  ended December 31, 1999, and any or all amendments thereto, and to
file same, with all exhibits and other documents in connection  therewith,  with
the Securities and Exchange Commission,  granting unto said attorney in fact and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the premises,  as fully for all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney in fact and agent or his  substitute(s)  may
lawfully do or cause to be done by virtue hereof.



Dated:  March 21, 2000                       /s/James G. Berk
                                             ---------------------------------
                                                James G. Berk

<PAGE>

                                POWER OF ATTORNEY
                                -----------------






     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints  James G. Berk,  severally,  his true and lawful  attorney  in fact and
agent, with full powers of substitution and  resubstitution,  for him and in his
name,  place and stead, in any and all  capacities,  to sign an annual report on
Form  10-K for the  fiscal  year of  Fairfield  Communities,  Inc.,  a  Delaware
corporation,  ended December 31, 1999, and any or all amendments thereto, and to
file same, with all exhibits and other documents in connection  therewith,  with
the Securities and Exchange Commission,  granting unto said attorney in fact and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the premises,  as fully for all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney in fact and agent or his  substitute(s)  may
lawfully do or cause to be done by virtue hereof.



Dated:  March 21, 2000                         /s/Robert W. Howeth
                                               --------------------------------
                                                  Robert W. Howeth