AMENDMENT NUMBER ONE

                                       TO

                           FAIRFIELD COMMUNITIES, INC.

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

                           (effective January 1, 2000)


     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, was amended effective January 1, 1995, January
1, 1996,  September  20, 1996 and January 1, 1997,  and was amended and restated
effective  January 1, 1998,  is hereby  entered into  effective as of January 1,
2000.

     WHEREAS,  it is desirable to amend the Plan,  effective January 1, 2000, in
compliance  with the IRS  Restructuring  and  Reform  Act of 1998 and for  other
reasons; and

     WHEREAS,  Fairfield  Communities,  Inc., by  resolutions  adopted at a duly
convened  meeting  of its Board of  Directors  held on  December  16,  1999,  in
accordance  with  the  provisions  of  Section  11.3 of the  Plan,  adopted  the
following amendments to the Plan, effective as of January 1, 2000;

     NOW, THEREFORE,  Sections 8.6(a) and 12.8(A) of the Plan are amended, as of
January 1, 2000, to provide as follows:

SECTION 8.6(A):

     (a) Eligible Rollover  Distribution.  An eligible rollover  distribution is
     -------------------------------  any  distribution of all or any portion of
     the  balance  to the credit of the  distributee,  except  that an  eligible
     rollover  distribution does not include:  any distribution that is one of a
     series of substantially  equal periodic  payments (not less frequently than
     annually) made for the life (or life  expectancy) of the distributee or the
     joint  lives  (or  joint  life  expectancies)  of the  distributee  and the
     distributee's  designated  beneficiary,  or for a  specified  period of ten
     years or more; any distribution to the extent such distribution is required
     under ss.  401(a)(9) of the Code; the portion of any  distribution  that is
     not includable in gross income (determined  without regard to the exclusion
     for net unrealized appreciation with respect to employer
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     securities);  and,  effective for  distributions  after  December 31, 1998,
     hardship distributions described in ss. 401(k)(2)(B)(i)(IV) of the Code.

SECTION 12.8(A):

     (A) The  Committee  is the named  fiduciary  hereunder  with respect to the
     powers, duties and responsibilities of investment of the Trust Fund and the
     administration of the Plan. Certain powers,  duties and responsibilities of
     the  named  fiduciary  are  specifically  delegated  to  others  under  the
     provisions of the Plan and Trust  Agreement  and other  powers,  duties and
     responsibilities  of any fiduciaries may be delegated by written  agreement
     to others to the  extent  permitted  under the  provisions  of the Plan and
     Trust Agreement.

     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