AMENDMENT NUMBER ONE

                                    TO

                        FAIRFIELD COMMUNITIES, INC.

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


                        (effective January 1, 1995)



     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, is hereby entered into 
effective as of January 1, 1995.

     WHEREAS, it is desirable to amend the "Fairfield Communities, Inc. 
Savings/Profit Sharing Plan" restated effective July 1, 1994 (the "Plan") 
to provide for a safe harbor definition of "Compensation" under the 
Internal Revenue Code; and

     WHEREAS, Fairfield Communities, Inc., by resolutions adopted at a duly 
convened meeting of its Board of Directors held on November 18, 1994, in 
accordance with the provisions of Section 11.3 of the Plan, adopted the 
following amendments to the Plan, effective as of January 1, 1995;

     NOW, THEREFORE, subsection 1.1(A)(7) of the Plan is hereby amended, 
effective January 1, 1995, to provide as follows:

          (7)  "Compensation" shall mean the amounts payable to an 
     Employee by the Employer for services rendered as reported on 
     the Employee's Federal income tax withholding statement (Form 
     W-2) or its subsequent equivalent.

          Any amounts that would have been includable in the 
     Employee's Compensation as described above if they had not 
     received special tax treatment because they were deferred by 
     the Employee through a salary reduction agreement shall be 
     added to the amount described above and included in the 
     Employee's "Compensation" for purposes of the Plan.

          The annual Compensation of each Employee taken into 
     account under the Plan shall not exceed $200,000 or such other 
     amount as may be specified by the Secretary of the Treasury 
     pursuant to his duties under Section 401(a)(17) of the Code.  
     In addition to other applicable limitations set forth in the 
     Plan, and notwithstanding any other provision of the Plan to 
     the contrary, for plan years beginning on or after January 1, 
     1994, the annual compensation of each Employee taken into 
     account under the Plan shall not exceed the OBRA '93 annual 
     compensation limit.  The OBRA '93 annual compensation limit is 
     $150,000, as adjusted by the Commissioner for increases in the 
     cost of living in accordance with Section 401(a)(17)(B) of the 
     Code.  The cost-of-living adjustment in effect for a calendar 
     year applies to any period, not exceeding 12 months, over which 
     Compensation is determined (determination period) beginning in 
     such calendar year.  If a determination period consists of 
     fewer than 12 months, the OBRA '93 annual compensation limit 
     will be multiplied by a fraction, the numerator of which is the 
     number of months in the determination period, and the 
     denominator of which is 12.

          For plan years beginning on or after January 1, 1994, any 
     reference in this Plan to the limitations under Section 401(a)(17) 
     of the Code shall mean the OBRA '93 annual compensation limit set 
     forth in this provision.

          If Compensation for any prior determination period is 
     taken into account in determining an Employee's benefits 
     accruing in the current plan year, the Compensation for that 
     prior determination period is subject to the OBRA '93 annual 
     compensation limit in effect for that prior determination 
     period.  For this purpose, for determination periods beginning 
     before the first day of the first plan year beginning on or 
     after January 1, 1994, the OBRA '93 annual compensation limit 
     is $150,000.

          For purposes of applying the above limit to a Highly 
     Compensated Employee who is a 5% Owner (as defined in 
     Section 416(i)(1) of the Code) or one of the ten most highly 
     paid Highly Compensated Employees, the Highly Compensated 
     Employee's family shall be treated as a single employee with 
     one Compensation and the limit shall be allocated among the 
     family members in proportion to each member's Compensation 
     (except for the purpose of determining Compensation below the 
     Plan's Integration Level).  For purposes of this paragraph, a 
     Highly Compensated Employee's family shall include his or her 
     spouse and his or her lineal descendants who have not reached 
     the age of 19 before the end of the year.

     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