AMENDMENT NUMBER FIVE

                                       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,
and was restated  effective July 1, 1994, and was amended  effective  January 1,
1995, January 1, 1996, September 20, 1996 and January 1, 1997, is hereby entered
into effective as of January 1, 1998.

           WHEREAS,  the Corporation adopted the amended and restated "Fairfield
           Communities,  Inc.  Savings/Profit  Sharing Plan",  effective July 1,
           1994, as subsequently  amended, (the "Plan") which includes provision
           for a 401(k) plan, with a discretionary  "Matching  Contribution"  by
           the Corporation,  in such amount as may be determined by the Board of
           Directors of the Corporation; and

           WHEREAS, the Board or Directors desires to change,  effective January
           1, 1998, the amount of the "Matching Contribution" established by the
           resolution adopted by the Board of Directors on June 21, 1994;

           NOW,  THEREFORE,  BE IT RESOLVED,  that the  "Matching  Contribution"
           under the Plan for each Plan Year  beginning  with January 1, 1998 is
           hereby  established,  for each  Participant in the Plan, as an amount
           equal to the sum of:

           (a) Dollar for dollar for the first $600 of such Participant's Salary
           Deferral Contributions to the Plan during each Plan Year, plus

           (b)  Fifty  cents  on the  dollar  of the  amount,  if  any,  of such
           Participant's Salary Deferral  Contributions to the Plan in excess of
           $600 during each Plan Year, except that the amount of Salary Deferral
           Contributions for which a "Matching Contribution" shall be made under
           this  subparagraph  (b) is  limited  to (i)  three  percent  of  such
           Participant's  Compensation  for the Plan Year minus (ii) such amount
           as was matched during such Plan Year under subparagraph (a) above.


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           In addition to the other  rights  retained by the Board of  Directors
           under  the  Plan  and the  related  trust  agreement,  the  Board  of
           Directors  hereby  specifically   retains  the  right,  at  any  time
           hereafter,   or  from  time  to  time,  in  its  sole  and  unlimited
           discretion,  to (A) change the amount of the "Matching Contribution",
           (B) change the method,  provided  above, of calculating the "Matching
           Contribution"  or (C) eliminate the  "Matching  Contribution"  in its
           entirety,  in which event,  any such change shall become effective as
           of the date adopted by  resolution  of the Board of Directors or such
           later date as the Board of Directors may specify. The terms "Matching
           Contribution",  "Salary Deferral  Contributions"  and  "Compensation"
           shall have the meanings set forth in the Plan.

         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