FAIRFIELD COMMUNITIES, INC.

                  THIRD AMENDED AND RESTATED 1992 WARRANT PLAN

        Fairfield Communities,  Inc., a Delaware corporation (the "Corporation")
hereby  establishes  this Third  Amended and  Restated  1992  Warrant Plan (this
"Plan") effective as of September 1, 1992.

        1.  PURPOSE.  The  purpose  of this  Plan  is to  attract  and  retain
     Directors of the  Corporation  and officers  and other key  executives  and
     employees of the Corporation and its Subsidiaries.

        2.  DEFINITIONS.  As used in this  Plan,  the  following  terms have the
following meanings when used herein with initial capital letters:

                  "BOARD" means the Board of Directors of the  Corporation  and,
to the extent of any delegation by the Board to a committee  pursuant to Section
8 of this Plan, such committee.

                  "COMMON  SHARES"  means shares of the common  stock,  $.01 par
value,  of the  Corporation or any security into which such Common Shares may be
changed by reason of any transaction or event of the type referred to in Section
6 of this Plan.

                  "DATE OF GRANT" means the date specified by the Board on which
a grant of Warrants shall become effective (which date shall not be earlier than
the date on which the Board takes action with respect thereto).

                  "MARKET  VALUE  PER  SHARE"  means  any of the  following,  as
determined by the Board at the time of any such  determination:  (i) the closing
sale  price per share of the Common  Shares as  reported  in the  United  States
securities  exchange on which the Common Shares are traded (the  "Exchange") for
the trading day immediately  preceding such date, or such other date or dates as
the Board of Directors may in its sole discretion establish,  or if there are no
sales on such date, on the next  preceding  day on which there were sales,  (ii)
the average (whether weighted or not) or mean price,  determined by reference to
the closing sales prices,  average between the high and low sales prices, or any
other  standard for  determining  price  adopted by the Board,  per share of the
Common  Shares as reported in the Exchange or (iii) in the event that the Common
Shares are not  listed  for  trading on an  exchange,  an amount  determined  in
accordance with standards adopted by the Board.

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                  "PARTICIPANT"  means a person who is  selected by the Board to
receive  benefits  under  this  Plan  and who at the time is a  Director  of the
Corporation or an officer, executive or other employee of the Corporation or any
one or more of its Subsidiaries, or who has agreed to commence serving in any of
such capacities.

                  "SUBSIDIARY"  means a  corporation,  more than 50  percent  of
whose outstanding  shares or securities  (representing the right to vote for the
election of directors) are, now or hereafter,  owned or controlled,  directly or
indirectly, by the Corporation.

                  "WARRANTS"  means the  warrants  issued  pursuant to Section 4
of this Plan that entitle the holder thereof to purchase Common Shares.

                  "WARRANT PRICE" means the purchase price payable upon exercise
of a Warrant.

        3. SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as provided in
Section  6 of this  Plan,  the  number of  Common  Shares  that may be issued or
transferred  upon the exercise of the Warrants shall not exceed in the aggregate
2,587,000  shares.  Such shares may be shares of  original  issuance or treasury
shares or a combination of the foregoing.

        4.  WARRANTS.  The Board  may from time to time and upon such  terms and
conditions  as it may  determine,  authorize  the  granting to  Participants  of
Warrants to purchase  Common  Shares.  Each such grant may utilize any or all of
the authorizations,  and shall be subject to all of the requirements,  contained
in the following provisions:

                  (a) Each grant shall  specify  the number of Common  Shares to
         which it pertains.

                  (b) Each grant shall specify a Warrant Price per share,  which
         may be equal to or more than the Market  Value per Share on the Date of
         Grant.

                  (c) Each grant shall  specify  whether the Warrant Price shall
         be payable (i) in cash or by check acceptable to the Corporation,  (ii)
         by  the  actual  or   constructive   transfer  to  the  Corporation  of
         nonforfeitable, unrestricted Common Shares already owned by the Warrant
         holder  having  a value  at the time of  exercise  equal  to the  total
         Warrant  Price,  (iii) by a  combination  of such methods of payment or
         (iv) such other consideration as the Board of Directors may in its sole
         discretion prescribe.
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                  (d) Any grant may provide for deferred  payment of the Warrant
         Price  from  the  proceeds  of sale  through  a bank or  broker  on the
         exercise  date of some or all of the  shares  to  which  such  exercise
         related.

                  (e)  Successive  grants  may be made to the  same  Participant
         whether or not any  Warrants  previously  granted  to such  Participant
         remain unexercised.

                  (f)  Each  grant  shall  specify  the  period  or  periods  of
         continuous  service by the Warrant  holder with the  Corporation or any
         Subsidiary  which is  necessary  before the  Warrants  or  installments
         thereof  will  become  exercisable  and may  provide  for  the  earlier
         exercise  of such  Warrants  in the event of a change in control of the
         Corporation or other similar transaction or event.

                  (g) Each grant of a Warrant shall be evidenced by an agreement
         executed on behalf of the  Corporation  by any officer and delivered to
         the Warrant holder and containing such terms and provisions, consistent
         with this Plan, as the Board may approve.

        5.  TRANSFERABILITY.  (a) Warrants  granted under this Plan shall not be
transferable  by a Warrant  holder other than by will or the laws of descent and
distribution,  except (in the case of a  Participant  who is not a  Director  or
officer of the  Corporation)  to a fully  revocable  trust of which the  Warrant
holder is treated as the owner for federal  income tax purposes.  Warrants shall
be  exercisable  during  the  Warrant  holder's  lifetime  only by him or by his
guardian or legal representative.

                  (b) The Board may  specify  at the Date of Grant  that part or
all of the Common Shares that are to be issued or transferred by the Corporation
upon the  exercise  of a Warrant  shall be subject to  further  restrictions  on
transfer.

        6.  ADJUSTMENTS.  The Board may make or provide for such  adjustments in
the numbers of Common Shares covered by outstanding  Warrants granted hereunder,
in the prices per share  applicable  to such  Warrants and in the kind of shares
covered  thereby,  as the Board may  determine is equitably  required to prevent
dilution or  enlargement  of the rights of  Participants  that  otherwise  would
result  from  (a) any  stock  dividend,  stock  split,  combination  of  shares,
recapitalization  or other change in the capital  structure of the  Corporation,
(b)  any  merger,  consolidation,   spin-off,  split-off,   spin-out,  split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities or (c) any other corporate
transaction or event having an effect  similar to any of the  foregoing.  In the
event of any such  transaction  or event,  the  Board,  in its  discretion,  may
provide in substitution  for any or all outstanding  awards under this Plan such
alternative
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consideration as it may determine to be equitable in the  circumstances  and may
require in connection  therewith  the  surrender of all awards so replaced.  The
Board may also make or provide  for such  adjustments  in the  numbers of shares
specified in Section 3 of this Plan as the Board may determine is appropriate to
reflect any  transaction  or event  described  in this  Section 6. The number of
shares  specified  in Section 3 of this Plan has been  adjusted  for the 3-for-2
share split of the Common Stock which became  effective on July 15, 1997 and the
2-for-1  share split of the Common Stock which  became  effective on January 30,
1998.

        7. WITHHOLDING  TAXES. To the extent that the Corporation is required to
withhold federal,  state,  local or foreign taxes in connection with any benefit
realized  by a  Participant  or other  person  under this Plan,  and the amounts
available to the Corporation for such withholding are insufficient,  it shall be
a condition to the  realization  of such benefit  that the  Participant  or such
other person make  arrangements  satisfactory  to the Corporation for payment of
the balance of such taxes required to be withheld,  which  arrangements  (in the
discretion  of the  Board)  may  include  relinquishment  of a  portion  of such
benefit.  The  Corporation  and a Participant or such other person may also make
similar  arrangements  with  respect to the payment of any taxes with respect to
which withholding is not required.

        8.  ADMINISTRATION  OF THE PLAN. (a) This Plan shall be  administered by
the Board, which may from time to time delegate all or any part of its authority
under this Plan to a committee of the Board,  in accordance  with the By-Laws of
the Corporation.

                  (b) The Board  shall take such  actions as are  required to be
taken  by it  hereunder,  may  take  the  actions  permitted  to be  taken by it
hereunder, and shall have the authority from time to time to interpret this Plan
and to adopt,  amend and rescind  rules and  regulations  for  implementing  and
administering this Plan. All such actions shall be in the sole discretion of the
Board, and when taken, shall be final, conclusive and binding.  Without limiting
the generality or effect of the foregoing,  the  interpretation and construction
by the Board of any provision of this Plan or of any agreement,  notification or
document  evidencing the grant of Warrants and any determination by the Board in
its  sole  discretion  pursuant  to any  provision  of this  Plan or of any such
agreement,  notification  or  document  shall be final and  conclusive.  Without
limiting  the  generality  or  effect of any  provision  of the  Certificate  of
Incorporation of the Corporation, no member of the Board shall be liable for any
such action or determination made in good faith.

                  (c) The  provisions  of  Section  4 shall  be  interpreted  as
authorizing  the Board,  in taking any action under or pursuant to this Plan, to
take any action it determines in its sole  discretion to be appropriate  subject
only to the express

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limitations  therein  contained  and no  authorization  in such Section or other
provision  of this Plan is intended or may be deemed to  constitute a limitation
on the authority of the Board.

                  (d) The  existence of this Plan or any right  granted or other
action taken pursuant  hereto shall not affect the authority of the Board or the
Corporation to take any other action, including in respect of the grant or award
of any option, security or other right or benefit,  whether or not authorized by
this Plan, subject only to limitations imposed by applicable law as from time to
time applicable thereto.

        9.  AMENDMENTS,  ETC.  (a) This Plan may be amended from time to time by
the Board,  but without further  approval by the stockholders of the Corporation
no such  amendment  shall  increase  the maximum  number of shares  specified in
Section  3 of  this  Plan  (except  that  adjustments  and  additions  expressly
authorized by this Plan shall not be limited by this provision).

                  (b) The  Board  may,  with  the  concurrence  of the  affected
Warrant  holder,  cancel any agreement  evidencing  Warrants  granted under this
Plan. In the event of such cancellation, the Board may authorize the granting of
new Warrants  (which may or may not cover the same number of Common Shares which
had been the subject of the prior award) in such manner,  at such Warrant  Price
and subject to such other terms,  conditions and  discretions as would have been
applicable under this Plan had the canceled Warrants not been granted.

                  (c) In case of  termination  of employment by reason of death,
disability  or normal or early  retirement,  or in the case of hardship or other
special  circumstances,  of a  Participant  who holds a Warrant not  immediately
exercisable in full, the Board may, in its sole discretion,  accelerate the time
at which such Warrant may be exercised.

                  (d) This Plan shall not confer upon any  Participant any right
with respect to continuance of employment or other service with the  Corporation
or any  Subsidiary,  nor  shall  it  interfere  in any way with  any  right  the
Corporation   or  any  Subsidiary   would   otherwise  have  to  terminate  such
Participant's employment or other service at any time.

                  Amended and Restated by authority of the Board of Directors of
the  Corporation  through  actions taken on September 29, 1993, June 5, 1997 and
December 11, 1997.

                                        FAIRFIELD COMMUNITIES, INC.


                                        By:  /s/   Marcel J. Dumeny
                                           --------------------------------
                                                   Marcel J. Dumeny
                                                   Secretary