RESTRICTED STOCK AGREEMENT

     This Restricted Stock Agreement (the "Agreement") is entered into on 
this 18th day of December, 1996 (the "Date of Grant"), by and between 
Fairfield Communities, Inc., a Delaware corporation (the "Company"), and John 
W. McConnell (the "Participant").  The Company and the Participant agree as 
follows:

     1.     Restricted Stock Award.  Pursuant to resolutions of the Board of 
Directors of the Company (the "Board") duly adopted on October 10, 1996 and 
the approval of the form of this Agreement by the Compensation Committee of 
the Board by unanimous written action dated November 19, 1996, the Company 
hereby grants to the Participant, upon the terms and conditions set forth 
below, a total of 60,000 shares (the "Shares") of the Company's common stock, 
par value $0.01 per share (the "Common Stock"), issued from treasury.  The 
Company represents and warrants that such Shares are duly authorized, validly 
issued, fully paid and non-assessable.

     2.     Risk of Forfeiture.  The Shares will be subject to forfeiture if 
the Participant's employment with the Company is terminated (a) by the 
Participant, other than as a result of a Constructive Discharge (as defined 
in Section 7(c)), (b) by the Company for Cause (as defined in Section 7(a)), 
(c) by reason of the Participant's death, or (d) by reason of the 
Participant's Disability (as defined in Section 7(d)).  Such risk of 
forfeiture will lapse as to one-half of the Shares and such Shares will 
become fully vested, without restriction, on 5:00 p.m., Little Rock, Arkansas 
time, on each of the first and second anniversaries of the Date of Grant.  If 
any Shares are forfeited, the Participant will surrender such forfeited 
Shares to the Company.  The Participant will not be entitled to any payment 
in respect of any Shares so forfeited.  Subject to Section 9 hereof, but 
notwithstanding any other provision of this Agreement to the contrary, the 
risk of forfeiture will lapse and all Shares shall become immediately vested, 
without restriction, in the event of a Change in Control (as defined in 
Section 7(b)) without notice and without any other action required by any 
party hereto.

     3.     Rights as Stockholder.  Unless and until forfeited, the 
Participant shall have, with respect to the shares of Common Stock underlying 
the grant of the Shares, all of the rights of a stockholder of such Common 
Stock (except as otherwise provided herein).  Any stock dividends paid in 
respect of unvested Shares will be treated as additional Shares and will be 
subject to the same restrictions and other terms and conditions that apply to 
the unvested Shares with respect to which such stock dividends are issued.

     4.     Share Certificates.

          (a)     The Participant will be issued one or more stock 
certificates in respect of the Shares.  Each Share certificate will be 
registered in the name of the Participant, will be accompanied by a stock 
power duly executed by the Participant and will bear, among any other 
required legends, the following legend:

          "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF 
          STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND 
          CONDITIONS (INCLUDING, WITHOUT LIMITATION, THE FORFEITURE 
          EVENTS) CONTAINED IN THE RESTRICTED STOCK AGREEMENT ENTERED 
          INTO BETWEEN THE REGISTERED OWNER HEREOF AND FAIRFIELD 
          COMMUNITIES, INC.  A COPY OF SUCH AGREEMENT IS ON FILE IN THE 
          OFFICE OF THE SECRETARY OF FAIRFIELD COMMUNITIES, INC. IN 
          LITTLE ROCK, ARKANSAS.  FAIRFIELD COMMUNITIES, INC. WILL 
          FURNISH TO THE RECORDHOLDER OF THIS CERTIFICATE, WITHOUT 
          CHARGE AND UPON WRITTEN REQUEST AT ITS PRINCIPAL PLACE OF 
          BUSINESS, A COPY OF SUCH AGREEMENT.  FAIRFIELD COMMUNITIES, 
          INC. RESERVES THE RIGHT TO REFUSE TO RECORD THE TRANSFER OF 
          THIS CERTIFICATE UNTIL ALL SUCH RESTRICTIONS ARE SATISFIED, 
          ALL SUCH TERMS ARE COMPLIED WITH AND ALL SUCH CONDITIONS ARE 
          SATISFIED."

All certificates evidencing grants of Shares will be deposited with and held 
in custody by the Company until the date on which the risk of forfeiture 
lapses and all of the conditions and restrictions on the Shares are 
satisfied.

          (b)     New Certificates.  Subject to the provisions of Section 
4(a) above, after vesting and the satisfaction and/or lapse of the 
restrictions, terms and conditions applicable to any Shares, a new 
certificate representing such vested Shares, without the legend set forth 
above in Section 4(a) or other restriction, will (in lieu, and upon 
cancellation, of the certificate, or the portion thereof, previously 
representing such Shares) be registered in the name of the Participant and 
delivered to the Participant within five business days after vesting.

     5.     Withholding.  The Participant shall, at the time of vesting and 
as a condition precedent to the delivery of a certificate representing such 
Shares, pay to the Company in cash an amount equal to any applicable 
withholding taxes required to be withheld or collected under applicable 
federal, state or local laws or regulations.  Furthermore, the Company will 
have the right to deduct and withhold any such applicable taxes from, or in 
respect of, any dividends or other distributions paid on or in respect of the 
Shares.  All taxes, if any, in respect of any grants or payments to the 
Participant hereunder will be the sole responsibility of and shall be paid by 
the Participant.  The Participant shall be entitled to elect to have his 
withholding obligation at the time of vesting satisfied by surrendering to 
the Company shares of Common Stock, including the Shares (provided that the 
Shares are vested).  The value of any such shares of Common Stock shall be 
the closing price of the Common Stock on the New York Stock Exchange ("NYSE") 
(or such other principal exchange on which the Common Stock is then listed 
for trading) on the date of vesting of shares which gives rise to the taxable 
event.

     6.     Restrictions on Transfer.  The Shares, and any rights or interest 
in this Agreement, shall not, prior to vesting, be assigned, transferred, 
sold, exchanged or otherwise disposed of in any way at any time by the 
Participant, other than by testamentary disposition by the Participant or the 
laws of descent and distribution.  Any such award, rights or interests will 
not, prior to vesting, be pledged, encumbered or otherwise hypothecated in 
any way at any time by the Participant.  Any such award, rights or interests 
will not, prior to vesting, be subject to execution, attachment or similar 
legal process.  Any attempt to sell, exchange, transfer, assign, pledge, 
encumber or otherwise dispose of or hypothecate in any way any such awards, 
rights or interests, or the levy of any execution, attachment or similar 
legal process thereon, contrary to the terms of this Agreement will be null 
and void and without legal force or effect.  Upon the lapse of the 
restrictions on transfer of the Shares, if the Shares have not been 
registered under the Securities Act of 1933, as amended (the "Securities 
Act"), the Participant shall not dispose of the Shares in violation of the 
Securities Act.

     7.     Certain Defined Terms.  (a)  The term "Cause" means (i) an 
intentional act or acts of fraud, embezzlement or theft constituting a felony 
and resulting or intended to result directly or indirectly in gain or 
personal enrichment for the Participant at the expense of the Company, or 
(ii) the continued, repeated, intentional and willful refusal to perform the 
duties associated with the Participant's position as President and Chief 
Executive Officer of the Company which is not cured within 15 days following 
written notice to the Participant.  For purposes of this Agreement, no act or 
failure to act on the part of the Participant shall be deemed "intentional" 
if it was due primarily to an error in judgment or negligence, but shall be 
deemed "intentional" only if done or omitted to be done by the Participant 
not in good faith and without reasonable belief that his action or omission 
was in the best interest of the Company.  The Participant shall not be deemed 
to have been terminated for "Cause" hereunder unless and until there shall 
have been delivered to the Participant a copy of a resolution duly adopted by 
the affirmative vote of not less than a majority of the Board of Directors of 
the Company then in office at a meeting of the Board called and held for such 
purpose, after reasonable notice to the Participant and an opportunity for 
the Participant, together with his counsel (if the Participant chooses to 
have counsel present at such meeting), to be heard before the Board, finding 
that, in the good faith opinion of the Board, the Participant had committed 
an act constituting "Cause" as herein defined and specifying the particulars 
thereof in detail.  Nothing herein will limit the right of the Participant or 
his beneficiaries to contest the validity or propriety of any such 
determination.

     (b)   The term "Change in Control" means the happening of any of the 
following:

          (i)     During any period of 24 consecutive months, ending after 
the date hereof:

                  (A) individuals who were directors of the Company at the 
          beginning of such 24-month period, and 

                  (B) any new director whose election or nomination for 
          election by the Board was approved by a vote of the greater of (1) 
          at least two-thirds (2/3), or (2) four affirmative votes, in each 
          case, of the directors then still in office who were either 
          directors at the beginning of such 24-month period or whose 
          election or nomination for election was previously so approved

          cease for any reason to constitute a majority of the Board;

          (ii)    Any person or entity (other than the Company or its 
subsidiary employee benefit plan or plans or any trustee of or fiduciary with 
respect to such plan or plans when acting in such capacity), or any group 
acting in concert, shall beneficially own, directly or indirectly, thirty 
percent (30%) or more of the total voting power represented by the then 
outstanding securities of the Company entitled to vote generally in the 
election of directors ("Voting Securities");

          (iii)   Upon a merger, combination, consolidation or reorganization 
of the Company, other than a merger, combination, consolidation or 
reorganization which would result in (A) the Voting Securities of the Company 
outstanding immediately prior thereto continuing to represent (either by 
remaining outstanding or by being converted into Voting Securities of the 
surviving entity) at least 60% of the voting power represented by the Voting 
Securities of the Company or such surviving entity outstanding immediately 
after such transaction and (B) at least such 60% of voting power continuing 
to be held in the aggregate by the holders of the Voting Securities of the 
Company immediately prior to such transaction (conditions (A) and (B) are 
referred to as the "Continuance Conditions"); or

          (iv)    All or substantially all of the assets of the Company are 
sold or otherwise disposed of, whether in one transaction or a series of 
transactions, unless the Continuance Conditions shall have been satisfied 
with respect to the purchaser of such assets and such purchaser assumes the 
Company's obligations under this Agreement.

     (c)     The term "Constructive Discharge" means (i) any reduction in the 
Participant's then-current annual base salary, (ii) a material reduction in 
the Participant's job function, duties or responsibilities, or a similar 
change in the Participant's reporting relationships, (iii) a required 
relocation of the Participant of more than 35 miles from the Participant's 
current job location, or (iv) any breach of any of the terms of this 
Agreement or Participant's Employment Agreement or the Amendment Agreement - 
1996 Incentive Compensation by the Company which is not cured within 15 days 
following written notice thereof by the Participant to the Company; provided, 
however, that the term "Constructive Discharge" shall not include a specific 
event described in the preceding clause (i), (ii), (iii) or (iv) unless the 
Participant actually terminates his employment with the Company within 60 
days after the occurrence of such event.  Breaches of this Agreement or the 
Amendment Agreement - 1996 Incentive Compensation shall be deemed also to 
constitute breaches of the Employment Agreement.

     (d)     The term "Disability" means an illness or accident which 
prevents the Participant, for a continuous period lasting six months, from 
performing the material job duties normally associated with his position.

     8.     Registration and Listing.  The Company shall, at its sole cost 
and expense, take all necessary action to register or qualify the Shares 
under the Securities Act and the Securities Exchange Act of 1934, as amended, 
and to list the Shares on the NYSE (or such other principal exchange on which 
the Common Stock is then listed for trading), to permit the sale of the 
Shares by the Participant in compliance with the Securities Act and any state 
securities laws, not later than each of the respective vesting dates for the 
Shares.

     9.     Parachute Payments.  Notwithstanding anything to the contrary 
contained in this Agreement, if the Participant is a "disqualified 
individual" (as that term is defined in Section 280G of the Internal Revenue 
Code of 1986, as amended (the "Code") or any successor provision thereto) and 
if the lapse of the risk of forfeiture with respect to any of the Shares 
would constitute an "excess parachute payment" (as that term is defined in 
Section 280G of the Code or any successor provision thereto), when taken 
together with any other compensation payable to the Participant, but for the 
application of this sentence, then the number of Shares with respect to which 
the risk of forfeiture otherwise would have lapsed under this Agreement, when 
taken together with all other such compensation payable to the Participant, 
shall be reduced to the minimum extent necessary (but in no event to less 
than zero) so that the lapse of the risk of forfeiture of Shares, as so 
reduced, does not constitute an excess parachute payment (the Shares 
remaining, after such calculation, subject to the risk of forfeiture and 
other restrictions hereunder, are herein referred to as the "Remaining 
Shares").  The Company shall bear responsibility for performing the necessary 
calculations under this Section 9 and shall indemnify the Participant, on a 
grossed-up, after tax (federal, state and local) basis, for any error or 
omission on the part of the Company which results in additional tax liability 
to the Participant, within five calendar days following determination of the 
amount of indemnity owed to the Participant.  For purposes of applying this 
Section 9 in connection with any similar provision in any other agreement, 
the lapse of the risk of forfeiture of Shares shall be treated as the last 
payment to be reduced.  If this Section is triggered prior to the first 
anniversary of the Date of Grant, then the Remaining Shares shall become 
fully vested, and the risk of forfeiture and other restrictions herein 
provided shall lapse, under Section 2 hereof, as to one-half of the Remaining 
Shares on 5:00 p.m., Little Rock, Arkansas time, on each of the first and 
second anniversaries of the Date of Grant.

     10.    Notices.  Each notice relating to this Agreement must be in 
writing and delivered in person or by certified mail to the proper address.  
Each notice will be deemed to have been given on the date it is received.  
Each notice to the Company must be addressed to it at its principal office:  
2800 Cantrell Road, Little Rock, Arkansas 72202; or after December 1, 1996, 
11001 Executive Center Drive, Little Rock, Arkansas 72211, attention of the 
Secretary.  Each notice to the Participant must be addressed to the 
Participant at the Participant's address specified below.  Anyone to whom a 
notice may be given under this Agreement may designate a new address by 
notice to that effect.

     11.    Amendments.  The Board may, without the consent of the 
Participant, amend this Agreement, or otherwise take action, to accelerate 
the time at which the risk of forfeiture of the Shares and the restriction on 
transfer shall lapse.  The Board may not otherwise amend this Agreement 
without the consent of the Participant.

     12.    Governing Law.  This Agreement is intended to be performed in the 
State of Arkansas and will be construed and enforced in accordance with and 
governed by the laws of such State.

     IN WITNESS WHEREOF, the Company and the Participant have executed this 
Agreement, effective on the date set forth above.


                                    FAIRFIELD  COMMUNITIES, INC.


                                    By: /s/ Russell A. Belinsky
                                       ----------------------------------
                                            Russell A. Belinsky
                                            Chairman, Compensation Committee


                                    PARTICIPANT:


                                        /s/ J. W. McConnell
                                       ----------------------------------
                                            John W. McConnell

                                    Social Security Number:
                                    ___________________________

                                    Address for Notice:
                                    ___________________________
                                    ___________________________