AMENDMENT NUMBER TWO

                                       TO

                           FAIRFIELD COMMUNITIES, INC.

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

                           (effective January 1, 2001)


     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,  was  amended  and  restated
effective  January 1, 1998,  was amended  effective  January 1, 2000,  is hereby
entered into effective as of January 1, 2001.

     WHEREAS,  it is desirable to amend the Plan,  effective January 1, 2001, to
facilitate   the  merger  into  the  Plan  of  the  Vacation   Break  USA,  Inc.
401(k)/Profit  Sharing Plan and the Apex  Marketing,  Inc. 401(k) Profit Sharing
Plan, retirement plans of subsidiaries of Fairfield Communities, Inc.; and

     WHEREAS,  Fairfield  Communities,  Inc., by  resolutions  adopted at a duly
convened  meeting  of its Board of  Directors  held on  December  21,  2000,  in
accordance  with  the  provisions  of  Section  11.3 of the  Plan,  adopted  the
following amendments to the Plan, effective as of January 1, 2001;

     NOW, THEREFORE, Sections 1.1(A)(46), 1.1(A)(47), 6.1(B) and 8.5 of the Plan
are amended, as of January 1, 2001, to provide as follows:

SECTION 1.1(A)(46) IS ADDED:

     (46) "Merged Vacation Break Account" shall mean the balance credited to the
     account of the  Participant  to reflect his interest in the Trust Fund that
     is  attributable  to the merger of the  Vacation  Break USA,  Inc.  401(k)/
     Profit Sharing Plan into the Plan, if any.  Balances in the Merged Vacation
     Break Account are 100% vested. No further contributions to this account are
     permitted.  The Merged  Vacation  Break  Account shall be divided into such
     subaccounts  as are required to reflect the  Participant's  interest in the
     various Investment Funds, as described in Section 5 hereof.
<PAGE>

SECTION 1.1(A)(47) IS ADDED:

     (47) "Merged Apex Marketing Account" shall mean the balance credited to the
     account of the  Participant  to reflect his interest in the Trust Fund that
     is  attributable  to the merger of the Apex  Marketing,  Inc. 401(k) Profit
     Sharing Plan into the Plan, if any.  Balances in the Merged Apex  Marketing
     Account  are 100%  vested.  No further  contributions  to this  account are
     permitted.  The Merged Apex  Marketing  Account  shall be divided into such
     subaccounts  as are required to reflect the  Participant's  interest in the
     various Investment Funds, as described in Section 5 hereof.

SECTION 6.1(B), FIRST SENTENCE:

     (B) In addition to the separate accounts described in Section 6.1(A) above,
     the  Committee  shall  cause  to be  established  and  maintained  for each
     applicable  Participant  until his Initial  Distribution Date or until such
     later date as of which  distribution  of the value in such account is made:
     (1) the Rollover  Contribution Account described in Section 3.3 hereof, (2)
     the Participant  Contribution  Account described in Section 3.2 hereof, (3)
     the Merged Vacation Break Account  described in Section  1.1(A)(46)  hereof
     and (4) the Merged Apex Marketing Account  described in Section  1.1(A)(47)
     hereof.

SECTION 8.5, FIRST SENTENCE:

     A Participant  may, after  attaining age 70-1/2 and while still employed by
     the Employer,  make a withdrawal  of all or any part of his accounts  under
     the Plan,  except a Participant  may, after  attaining age 59-1/2 and while
     still employed by the Employer, make a withdrawal of all or any part of his
     Merged Apex Marketing Account under the Plan, if any.

SECTION 8.5, INTRODUCTION TO SECOND PARAGRAPH:

     A Participant  may, before  attaining age 70-1/2 (or before age 59-1/2 with
     respect to his Merged Apex  Marketing  Account) and while still employed by
     the  Employer,  make a  withdrawal  of all or any  part of  those  accounts
     described below, subject to the following restrictions:

SECTION 8.5(3):

     (3) all  withdrawals  shall  be in the  form  of a  lump-sum  cash  payment
     (excluding  withdrawals from Merged Vacation Break Accounts and Merged Apex
     Marketing  Accounts)  and the amounts  withdrawn  shall be
<PAGE>

     debited from the Participant's accounts as of the date the payment is made.

SECTION 8.5(4), FIRST SENTENCE:

     (4) Except as provided below, a Participant may withdraw all or any portion
     of (i) his Salary Deferral Contribution Account, (ii) the vested portion of
     his Matching or Profit Sharing  Contribution  Accounts,  (iii) his Rollover
     Contribution  Account,  (iv) his Merged  Vacation  Break Account or (v) his
     Merged  Apex  Marketing  Account,  only  in the  event  that  he  furnishes
     satisfactory evidence to the Committee that the withdrawal is on account of
     "hardship".

SECTION 8.5(4)(B), LAST TWO PARAGRAPHS:

     Provided,  however,  that the provisions of (b)(ii)-(iv) shall not apply if
     the Participant's withdrawal under this Section 8.5(4) does not include any
     salary deferral contributions under Code Section 401(k).

     Notwithstanding  the above  language of this  paragraph (4) of this Section
     8.5, income allocable to salary deferral  contributions  under Code Section
     401(k) may not be withdrawn pursuant to a hardship withdrawal.

SECTION 8.5(7) IS ADDED:

     (7) A Participant may withdraw all or any part of his rollover contribution
     accounts  under his  Merged  Vacation  Break  Account  or his  Merged  Apex
     Marketing Account,  if any, as soon as  administratively  practicable after
     filing proper authorization.

     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