AMENDMENT NUMBER FOUR

                                       to

                           FAIRFIELD COMMUNITIES, INC.

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

                           (effective January 1, 1997)


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

         WHEREAS, it is desirable to amend the Plan in compliance with the Small
Business Job Protection Act of 1996; and

         WHEREAS, Fairfield Communities,  Inc., by resolutions adopted at a duly
convened  meeting  of its  Board of  Directors  held on  October  21,  1997,  in
accordance  with  the  provisions  of  Section  11.3 of the  Plan,  adopted  the
following amendments to the Plan, effective as of January 1, 1997;

         NOW, THEREFORE,  Sections 1.1(A)(7),  (16) and (17) and 2.2, 3.1(D) and
(E) and 3.2, 4.1(D), 7.2, 8.1(C),  8.3(A), 8.5 and 8.6(e) of the Plan are hereby
amended, effective January 1, 1997, to provide as follows:

         SECTION 1.1(A)(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
         ss.401(a)(17) of the Code. In addition to other

                                             1
<PAGE>

          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  ss.401(a)(17)(B)  of the Internal  Revenue
          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 the 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  ss.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.

         SECTION 1.1(A)(16)
         ------------------

         "Highly Compensated Employee" shall mean any Employee who --

                           (A)  was  a  5-percent  owner  (as  defined  in  Code
                  ss.416(i)(l))  at  any  time  during  the  Plan  Year  or  the
                  preceding Plan Year, or

                           (B)   had    compensation   (as   defined   in   Code
                  ss.415(c)(3))  from  Employer  in  excess of  $80,000  for the
                  preceding Plan Year.

                  The  $80,000  amount  under  subsection  (B)  above  shall  be
         adjusted  at the  same  time  and in the  same  manner  as  under  Code
         ss.415(d),  except that the base period shall be the  calendar  quarter
         ending September 30, 1996.

                  "Non-Highly  Compensated  Employee" shall mean an Employee who
         is not a Highly Compensated Employee as defined above.

         SECTION 1.1(A)(17)
         ------------------

         "Hour of Service" means:


                                            2
<PAGE>


                           (a) Each  hour  for  which an  Employee  is paid,  or
                  entitled to  payment,  for the  performance  of duties for the
                  Employer.  These hours shall be credited to the  Employee  for
                  the computation period in which the duties are performed; and

                           (b) Each  hour  for  which an  Employee  is paid,  or
                  entitled to payment, by the Employer on account of a period of
                  time during  which no duties are  performed  (irrespective  of
                  whether the employment  relationship  has  terminated)  due to
                  vacation, holiday, illness, incapacity (including disability),
                  layoff,  jury duty,  military duty or leave of absence.  Hours
                  under this  subparagraph  (b) shall be calculated and credited
                  pursuant  to  ss.2530.200(b)-2  of  the  Department  of  Labor
                  Regulations  which are incorporated  herein by this reference;
                  and

                           (c) Each hour for which  back  pay,  irrespective  of
                  mitigation of damages,  is either  awarded or agreed to by the
                  Employer. The same hours of service shall not be credited both
                  under  subparagraph  (a) or (b), as the case may be, and under
                  this  subparagraph  (c).  These hours shall be credited to the
                  Employee  for the  computation  period or periods to which the
                  award or agreement pertains rather than the computation period
                  in which the award, agreement or payment is made; and

                           (d) Hours of  service  credited  to  Employees  whose
                  compensation is not determined on the basis of certain amounts
                  for each hour worked during a given period and whose hours are
                  not required to be counted and recorded by a separate  federal
                  statute such as the Fair Labor  Standards  Act shall be at the
                  rate of 190 hours of service for each month that the  Employee
                  is entitled to be credited with at least one "hour of service"
                  under the provisions of this section.

                           In addition,  an Employee will be credited with Hours
                  of Service for any period not previously credited above during
                  which  he is on an  Employer  approved  leave  of  absence  as
                  described  in Section  2.2 hereof  provided  he returns to the
                  employment of the Employer immediately after the expiration of
                  such leave or within 120 days, or such longer period as may be
                  prescribed by applicable  law, after first  becoming  eligible
                  for discharge from military  service and having  returned from
                  such leave  remains in the  employment  of the Employer for at
                  least 30 days.  Such credit  shall be based on a 40-hour  week
                  or, if different,  on the Employee's  normally  schedule hours
                  per week.  Notwithstanding  any  provision of this Plan to the
                  contrary,  contributions,  benefits  and  service  credit with
                  respect to  qualified  military  service  will be  provided in
                  accordance with Code ss.414(u).

                           Solely for the purpose of determining  whether or not
                  the Employee has incurred a Break in service,  if the Employee
                  is absent  from the  service  of the  Employer  due to (a) the
                  pregnancy  of the  Employee,  (b) the  birth of a child of the

                                           3
<PAGE>

                  Employee,  (c) the  placement  of a child with the Employee in
                  connection with the adoption of such child by such Employee or
                  (d) caring for such chid  described  in (b) or (c) above for a
                  period   beginning   immediately   following   such  birth  or
                  placement,  the Employee shall be credited during such absence
                  with no less than the number of Hours of Service  required  to
                  avoid  incurring a Break in Service either (i) during the Plan
                  Year  in  which  the  absence  began  if  the  Employee  would
                  otherwise  have  incurred a Break in Service in such Plan Year
                  or (ii) in the Plan Year next following the Plan Year in which
                  the absence began in all other cases.

         SECTION 2.2
         -----------

         LEAVE OF ABSENCE AND TERMINATION OF SERVICE
         -------------------------------------------

                  Any absence from the active  service of the Employer by reason
         of an approved  absence  granted by the  Employer  because of accident,
         illness,  layoff with the right of recall or military  service,  or for
         any  other  reason  on the basis of a  uniform  policy  applied  by the
         Employer without discrimination,  will be considered a leave of absence
         for the  purposes  of the Plan and will  not  terminate  an  Employee's
         service provided he returns to the active service of the Employer at or
         prior to the  expiration  of his leave or,  if not  specified  therein,
         within the period of time which accords with the Employer's policy with
         respect to permitted absences.

                  Absence  from the active  service of the  Employer  because of
         compulsory engagement in military service will be considered a leave of
         absence  granted by the Employer and will not  terminate the service of
         an Employee if he returns to the active service of the Employer  within
         the period of time during  which he has  reemployment  rights under any
         applicable  Federal law or within 120 days from and after  discharge or
         separation  from  such  compulsory  engagement  if no  Federal  law  is
         applicable.  No provision of this section or in the Plan shall  require
         reemployment of any employee whose active service with the Employer was
         terminated by reason of military service. Notwithstanding any provision
         of this  Plan to the  contrary,  contributions,  benefits  and  service
         credit with respect to qualified  military  service will be provided in
         accordance with Code ss.414(u).

                  If the Employee  does not return to the active  service of the
         Employer at or prior to the expiration of his leave of absence as above
         defined,  his service will be  considered  terminated as of the date on
         which his leave expired or such earlier date of his resignation,  quit,
         discharge or death;  provided,  however, that if any such Employee, who
         is on a leave of absence for any reason other than military service and
         who was a Participant in the Plan on the date on which his leave began,
         is  prevented  from his  timely  return to the  active  service  of the
         Employer because of his Total and Permanent Disability or his death, he
         shall be treated  for the  purposes  of Section 4.3 hereof as though he

                                       4
<PAGE>

          returned to active service immediately preceding the date of his Total
          and Permanent Disability or his death.

                  In the event that an  Employee's  service with the Employer is
         interrupted  because  of any  absence  from the  active  service of the
         Employer which is not deemed a leave of absence as defined  above,  his
         service will be considered terminated as of the date of his retirement,
         quit,  discharge,  resignation  or death or with  respect  to any other
         absence, the date on which he last performed an Hour of Service.

                  In the event that an  Employee's  service with the Employer is
         not interrupted because of his retirement, quit, discharge, resignation
         or death or because  of a leave of  absence  as defined  above but such
         Employee  is  credited  with less than 501 Hours of Service  during any
         Plan Year prior to his attainment of the age of 65 years,  exclusive of
         the Plan Year during which his  Employment  Commencement  Date occurred
         and  exclusive  of the Plan Year  during  which he retires,  quits,  is
         discharged,  resigns or dies,  the  service of such  Employee  shall be
         deemed for the purposes of the Plan to have been  terminated  as of the
         day immediately  preceding the first day of such Plan Year during which
         he was credited with less than 501 Hours of Service.  In the event that
         such an Employee is credited with 1,000 or more Hours of Service during
         any  subsequent  Plan Year,  he shall be deemed for the purposes of the
         Plan to have  reentered the service of the Employer on the first day of
         such  subsequent  Plan Year during which he was credited  with 1,000 or
         more Hours of Service,  and his Employment  Commencement  Date shall be
         such first day of such subsequent Plan Year.

                  Transfers of an  Employee's  service  among the  Employers and
         Designated Nonparticipating Employers shall not be deemed interruptions
         of his service and shall not  constitute a  termination  of service for
         the purposes of the Plan.

         SECTION 3.1(D) AND (E)
         ----------------------

                  (D) Crediting and Depositing  Salary  Deferral  Contributions:
                      ---------------------------------------------------------
         The  Salary  Deferral  Contributions  to the Plan  shall be paid by the
         Employer  to the  Trustee as  promptly  as  practicable  after they are
         deducted  from the  Participant's  Compensation  (but in any  event not
         later than the 15th  business day of the month  following  the month in
         which the  contributions  are  deducted)  and shall be  credited to the
         Participant's  Salary Deferral  Contribution  Account no later than the
         Accounting Date next following the date the contributions were deducted
         in  accordance  with  Section  7.3  hereof.  The  Participant's  Salary
         Deferral  Contribution  Account  shall at all times be 100% vested and,
         except as  provided  in  Section  8.5  hereof  with  respect to certain
         permissible  in-service  withdrawals,  Section 14 with  respect to Plan
         Loans  and  Section  11.4  with  respect  to   termination  or  partial
         termination of the Plan,  distribution of such account shall be made in
         accordance with the provisions of Section 8 hereof.

                                           5
<PAGE>


                  (E) Salary Deferral Contributions Subject to Nondiscrimination
                      ----------------------------------------------------------
         Requirements  of  ss.401(k)  of the Code:  For any given  Plan Year the
         ----------------------------------------
         "average  deferral  percentage"  (as defined  herein) for all  Eligible
         Employees who are Highly  Compensated  Employees for such Plan Year may
         not exceed the greater of:

                           (a) One and  one-quarter  (1.25)  times the  "average
                  deferral  percentage"  for  all  Eligible  Employees  who  are
                  Non-highly  Compensated Employees for the preceding Plan Year;
                  or

                           (b) Two (2.0) times the "average deferral percentage"
                  for all  Eligible  Employees  who are  Non-highly  Compensated
                  Employees for the preceding  Plan Year,  but not more than the
                  sum of (i) 2% and (ii) the "average  deferral  percentage" for
                  all  Eligible   Employees  who  are   Non-highly   Compensated
                  Employees.

         An individual  "deferral  percentage"  is calculated  for each Eligible
         Employee each Plan Year by dividing his Salary Deferral  Contributions,
         if any, to the Plan during the Plan Year by his  Compensation  for that
         portion of the Plan Year during which he was a Participant in the Plan.
         The "average deferral percentage" for the Highly Compensated  Employees
         and the "average  deferral  percentage" for the Non-highly  Compensated
         Employees  are then  determined  by adding up the  individual  deferral
         percentages  for the  applicable  group and  dividing  by the number of
         Eligible  Employees in such group. For purposes of this Section 3.1(E),
         Eligible  Employee  includes  any  Employee  eligible  to elect to have
         Salary Deferral  Contributions  withheld from his compensation pursuant
         to Section 3.1(A) above, whether or not such election is exercised.

                  If  the  Committee  determines  that  a  Participant's  Salary
         Deferral  Contributions  under Section  3.1(A) hereof for any Plan Year
         would cause the Plan to fail to meet the nondiscrimination requirements
         of this  subsection  (E) or ss.401(k)  of the Code and the  regulations
         thereunder,  then the Committee  shall take any or all of the following
         preventive  measures as, in its sole discretion,  it deems necessary to
         avoid such discrimination:

                  (1) From  time to time  during  such  Plan  Year,  reduce  (or
         suspend,  if necessary) the rate of Salary Deferral  Contributions  for
         the  remainder  of the Plan Year of those  Participants  who are Highly
         Compensated  Employees  (such  reduction  first to apply to the highest
         rate on a uniform basis to all such  Participants  who are contributing
         the  highest  rate,  and so on, in  descending  order from the  highest
         rate); or

                  (2) Distribute any Excess Deferrals  (defined herein) plus any
         income allocable  thereto,  no later than the last day of the Plan Year
         immediately following the Plan Year in which such Excess Deferrals were
         made, to those Highly  Compensated  Employees to whose accounts  Salary
         Deferral  Contributions  were allocated for such Plan Year in which

                                            6
<PAGE>

          the excess  occurred,  on the basis of the  amount of Salary  Deferral
          Contributions  by,  or on  behalf  of,  each of such  Employees.  Such
          distribution  must be designated by the Employer as a distribution  of
          Excess Deferrals and allocable income.  "Excess Deferrals" shall mean,
          with respect to any Plan Year, the aggregate amount of Salary Deferral
          Contributions  actually  paid  over to the  Trust on  behalf of Highly
          Compensated  Employees for such Plan Year,  over the maximum amount of
          such contributions  permitted under this subsection (E), determined by
          reducing deferrals made on behalf of Highly  Compensated  Employees in
          order of the actual  deferral  amounts  beginning  with the highest of
          such  amounts.  ANY MATCHING  CONTRIBUTIONS  DETERMINED  UNDER SECTION
          4.1(B) BELOW MADE OR ALLOCATED ON ACCOUNT OF AN EXCESS  DEFERRAL SHALL
          BE  FORFEITED  AND  REALLOCATED  AS PROVIDED IN SECTION  8.2(B);  SUCH
              ---------
          FORFEITURE  SHALL BE  EFFECTED  PRIOR TO THE  APPLICATION  OF  SECTION
          4.1(D) BELOW.  Excess  Deferrals shall be treated as Annual  Additions
          under Section 7.2 of the Plan; or

                  (3)  Take  such  other  action  as  may be  permissible  under
         regulations  published  under  ss.401(k)  of the  Code  to  avoid  such
         discrimination.

         The Committee  shall  establish such rules and give such  directions to
         the Trustee as shall be appropriate  to carry out the above  provisions
         of this section.  In any event,  the  following  special rules shall be
         applicable in administering the provisions of this subsection (E):

                  (a)  The  deferral  percentage  for any  Participant  who is a
         Highly  Compensated  Employee  for the Plan Year and who is eligible to
         have Salary Deferral  Contributions  allocated to his account under two
         or more  arrangements  described  in  ss.401(k)  of the  Code  that are
         maintained   by  the   Employer,   shall  be   determined  as  if  such
         Contributions were made under a single arrangement.

                  (b) If two or more plans which include arrangements  described
         in Code  ss.401(k) are aggregated  for purposes of  ss.ss.401(a)(4)  or
         410(b), such arrangements shall be treated as one such arrangement.

                  (c) The income  allocable to Excess  Deferrals is equal to the
         sum of the  allocable  gain or loss (i) for the Plan  Year and (ii) for
         the  period  between  the  end  of  the  Plan  Year  and  the  date  of
         distribution   (the  "gap   period")  and  shall   include   unrealized
         appreciation in assets held in the Trust Fund. The income  allocable to
         Excess  Deferrals for the Plan Year shall be determined by  multiplying
         the income allocable to the Participant's Salary Deferral Contributions
         for the Plan Year by a fraction,  the  numerator of which is the Excess
         Deferrals on behalf of the  Participant for the preceding Plan Year and
         the  denominator of which is the  Participant's  total account  balance
         attributable  to Salary Deferral  Contributions  on the last day of the
         preceding Plan Year, reduced by the gain allocable to such total amount
         for the Plan Year and  increased  by the loss

                                          7
<PAGE>

          allocable to such total amount for the Plan Year. The income allocable
          to  Excess  Deferrals  for the  gap  period  shall  be  determined  in
          accordance  with the Safe Harbor  Method  referred to in the  Treasury
          regulations under ss.401(k) of the Code.

         SECTION 3.2
         -----------

         PARTICIPANT'S CONTRIBUTIONS
         ---------------------------

                  Participants  are not  required to make  contributions  to the
         Plan.  However,  subject to the  limitations of Sections 4.1(D) and 7.2
         hereof,  and to such rules of uniform  application as the Committee may
         adopt, each Participant may elect to make optional contributions to the
         Plan of an amount not to exceed 10% of his  Compensation as received by
         him  while a  Participant.  The  Committee  shall  have  the  power  to
         establish uniform and nondiscriminatory  rules and from time to time to
         modify or change  such rules  governing  the manner and method by which
         the  Participant's   contributions   shall  be  made.  A  Participant's
         Contributions made under the Plan shall at all times be 100% vested.

                  To the extent Participant's  Contributions are permitted, they
         may be made by payroll deduction, which the Participant shall authorize
         the  Employer  to make on  written  authorization  forms  approved  and
         designated by, and filed with, the Committee. Any such authorization to
         make the  contributions by payroll deduction shall be effective for the
         first pay period  commencing  on or after the January  1st,  April 1st,
         July 1st or  October  1st  following  the  Committee's  receipt  of the
         payroll deduction authorization.

                  The right of a Participant  to elect to contribute to the Plan
         is entirely  optional and the Participant  may  accordingly  change his
         rate  of  contributions  to the  Plan,  subject  to the  maximum  rates
         specified  above,  or he may suspend such  contributions,  effective as
         soon  as   administratively   practicable  as  of  any  payroll  period
         subsequent to filing proper  written  authorization.  Not more than one
         change in his rate of  contributions  shall be made  within a  calendar
         quarter and having once suspended contributions,  a Participant may not
         resume  contributions  until the following  calendar quarter after such
         contributions were suspended.

                  The Participant Contributions to the Plan shall be paid by the
         Employer  to the  Trustee as  promptly  as  practicable  after they are
         received by Employer or deducted  from the  Participant's  Compensation
         (but in any  event not later  than the 15th  business  day of the month
         following  the  month  in  which  the  contributions  are  received  or
         deducted).

         SECTION 4.1(D)
         --------------

                  Employer  Matching and  Participant  Contributions  Subject to
                  --------------------------------------------------------------
         Nondiscrimination  Requirements of ss.401(m) of the Code. For any given
         --------------------------------------------------------
         Plan Year, the "average

                                               8
<PAGE>

          contribution   percentage"   (as  defined  herein)  for  all  Eligible
          Employees who are Highly Compensated  Employees for such Plan Year may
          not exceed the greater of:

                           (a) One and  one-quarter  (1.25)  times the  "average
                  contribution  percentage"  for all Eligible  Employees who are
                  Non-highly  Compensated Employees for the preceding Plan Year;
                  or

                           (b)  Two  (2.0)  times  the   "average   contribution
                  percentage"  for all  eligible  Employees  who are  Non-highly
                  Compensated  Employees  for the preceding  Plan Year,  but not
                  more than the sum of (i) 2% and (ii) the "average contribution
                  percentage"  for all  Eligible  Employees  who are  Non-highly
                  Compensated Employees.

                  An individual "contribution percentage" is calculated for each
         Eligible  Employee each Plan Year by dividing the total of his Matching
         and Participant Contributions determined under Sections 3.2 and 4.1 and
         allocated to him, if any, during the Plan Year by his  Compensation for
         that portion of the Plan Year during which he was a Participant  in the
         Plan. The "average contribution  percentage" for the Highly Compensated
         Employees and the "average contribution  percentage" for the Non-highly
         Compensated  Employees are then  determined by adding up the individual
         contribution  percentages  for the  applicable  group and  dividing the
         number of  Eligible  Employees  in such  group.  For  purposes  of this
         Section 4.1(D),  Eligible  Employee  includes any Employee  eligible to
         elect   to  have   Salary   Deferral   Contributions   or   Participant
         Contributions  withheld  from  his  Compensation,  whether  or not such
         election is exercised.

                  If the Committee  determines that a Participant's  Matching or
         Participant  Contributions  for any Plan Year  would  cause the Plan to
         fail to meet the nondiscrimination  requirements of this subsection (D)
         or  ss.401(m)  of the Code and the  regulations  thereunder  (including
         Regulation ss.1-401(m)-2(b)),  then the Committee (subject to the order
         of priority  specified below in subparagraph (2)) shall take any or all
         of the following  preventive  measures as, in its sole  discretion,  it
         deems necessary to avoid such discrimination:

                  (1) From time to time reduce (or suspend,  if  necessary)  the
         rate of Matching and/or Participant  Contributions for the remainder of
         the  Plan  Year  of  those  Participants  who  are  Highly  Compensated
         Employees  (such  reduction  first to apply to the  highest  rates on a
         uniform basis to all such  Participants who are making or receiving the
         highest  percentages of Matching or Participant  Contributions,  and so
         on, in descending order from the highest percentage); or

                  (2) Excess  Contributions  (as defined herein) plus any income
         allocable thereto, first shall be forfeited, if forfeitable,  or if not
         forfeitable,  distributed  no later  than the last day of the Plan Year
         immediately  following the Plan Year in which such Excess

                                            9
<PAGE>

          Contributions  were made,  to those  Highly  Compensated  Employees to
          whose accounts  Matching or Participant  Contributions  were allocated
          for such Plan Year in which the excess  occurred,  on the basis of the
          amount of Excess  Contributions  by,  or on  behalf  of,  each of such
          Employees.  Such distributions must be designated by the Employer as a
          distribution of Excess  Contributions  and allocable  income.  "Excess
          Contributions"  shall  mean,  with  respect  to  any  Plan  Year,  the
          aggregate amount of Matching and/or Participant Contributions actually
          paid over to the Trust on behalf of Highly  Compensated  Employees for
          such  Plan  Year,  over  the  maximum  amount  of  such  contributions
          permitted under this subsection (D),  determined by reducing  Matching
          and/or Participant  Contributions made on behalf of Highly Compensated
          Employees in order of the actual  contribution  amounts beginning with
          the highest of such amounts.  Excess Contributions shall be treated as
          Annual  Additions under Section 7.2 of the Plan. The extent to which a
          Participant's  Excess  Contribution  shall be  forfeitable  under this
          subparagraph  (2) shall be determined by multiplying  the total amount
          of Matching  Contributions  comprising such Excess Contribution by the
          Participant's  non-vested  percentage  determined in  accordance  with
          Section  4.3  of  the  Plan,  if  applicable.  Forfeitures  of  Excess
          Contributions shall be reallocated as provided in Section 8.2(B); or

                  (3)  Take  such  other  action  as  may be  permissible  under
         regulations  published  under  ss.401(m)  of the  Code  to  avoid  such
         discrimination.

         The Committee  shall  establish such rules and give such  directions to

the Trustee as shall be  appropriate  to carry out the above  provisions of this

section.  In any event,  the  following  special  rules shall be  applicable  in

administering the provisions of this subsection (D):

                  (a) The  contribution  percentage for any Participant who is a
         Highly  Compensated  Employee and who is eligible to participate in two
         or more plans that are  maintained  by the  Employer to which  employee
         contributions,  matching  contributions,  or both,  are made,  shall be
         determined as if such contributions were made under a single plan.

                  (b) In the event that the Plan satisfies the  requirements  of
         ss.410(b) of the Code only if aggregated  with one or more other plans,
         or if one or more other plans satisfy the  requirements of ss.410(b) of
         the Code only if aggregated  with this Plan, then this section shall be
         applied by determining the contribution  percentages of Participants as
         if all such plans were a single plan.

                  (c) The income  allocable to Excess  Contributions is equal to
         the sum of the  allocable  gains or loss (i) for the Plan Year and (ii)
         for  the  period  between  the end of the  Plan  Year  and the  date of
         distribution   (the  "gap   period")  and  shall   include   unrealized
         appreciation in assets held in the Trust Fund. The income  allocable to
         Excess

                                           10
<PAGE>

          Contributions  shall be determined by  multiplying  the income or loss
          allocable   to   the   Participant's   Matching   and/or   Participant
          Contributions for the Plan Year by a fraction,  the numerator of which
          is the  Excess  Contributions  on  behalf of the  Participant  for the
          preceding Plan Year and the denominator of which is the  Participant's
          total account  balance  attributable  to Matching  and/or  Participant
          Contributions  on the last day of the preceding Plan Year,  reduced by
          gain allocable to such total amount for the Plan Year and increased by
          the loss  allocable to such total amount for the Plan Year. The income
          allocable  to  Excess  Contributions  for  the  gap  period  shall  be
          determined  in accordance  with the Safe Harbor Method  referred to in
          the Treasury regulations under ss.401(m) of the Code.

                  (d) The  determination  of  Excess  Contributions  under  this
         Section 4.1(D) shall be made only after first  determining  the amount,
         if any, of Excess Deferrals under Section 3.1(E) above.

         SECTION 7.2
         -----------

                  MAXIMUM ANNUAL ADDITION ON BEHALF OF ANY PARTICIPANT
                  ----------------------------------------------------
          DURING ANY LIMITATION YEAR
          --------------------------

               (A) The term  "annual  addition" as used herein means the sum for
          any Limitation Year of:

                           (1) The amount of the  Participant's  Salary Deferral
                  Contributions,  Employer's  Contributions and forfeitures,  if
                  any, allocated on his behalf for the Limitation Year;

                           (2)  Any  salary  deferral  contributions,   employer
                  contributions  and  forfeitures  allocated on his behalf under
                  all other Defined  Contribution  Plans of the Controlled Group
                  Members; and

                           (3) Any "after-tax" participant  contributions by the
                  Participant  for such  Limitation  Year under the Plan and all
                  other  Defined  Contributions  Plans of the  Controlled  Group
                  Members.

                  (B) Any provisions herein to the contrary notwithstanding,  in
         no  event  shall  the  annual  addition  of a  Participant  during  any
         Limitation Year exceed the maximum limitation for Defined  Contribution
         Plans as specified in ss.415(c) of the Code. In determining the maximum
         annual  addition  that may be  allocated  on behalf of any  Participant
         during any Limitation Year, all Defined  Contribution Plans, whether or
         not  terminated,  of all  Controlled  Members  are to be treated as one
         Defined  Contribution  Plan.  The  proportion  of  the  maximum  annual
         addition  applicable  to all such  Defined  Contribution  Plans of such
         Controlled Group Members during any Limitation Year shall

                                          11
<PAGE>

          be  determined  on a pro rata basis  depending  upon the amount of the
          annual addition that would have otherwise been allocated on his behalf
          under each such Defined  Contribution Plan during such Limitation Year
          if the  restriction  of this Section 7.2 did not apply.  The term "IRC
          415  Compensation"  shall have the  meaning  assigned in ss.415 of the
          Code and regulations  issued with respect thereto.  Such  compensation
          shall include (i) earned income  (including earned income from sources
          outside  the United  States,  as defined  in  ss.911(b)  of said Code,
          whether or not excludable from gross income under ss.911 or deductible
          under ss.913 of said Code),  wages,  salaries,  fees for  professional
          services,  and other amounts received for personal  services  actually
          rendered in the course of employment with the employer (including, but
          not limited to,  commissions paid salesmen,  compensation for services
          on the basis of a  percentage  of profits,  commissions  on  insurance
          premiums,    tips   and   bonuses),    (ii)   amounts   described   in
          ss.ss.104(a)(3), 105(a) and 105(h) of the Code, but only to the extent
          that  these  amounts  are  includable  in  the  gross  income  of  the
          Participant, (iii) amounts described in ss.105(d) of the Code, whether
          or not these  amounts  are  excludable  from the  gross  income of the
          Participant  under that  section of said Code,  (iv)  amounts  paid or
          reimbursed  by  the  employer  for  moving  expenses  incurred  by the
          Participant,  but  only  to the  extent  that  these  amounts  are not
          deductible by the Participant  under ss.217 of the Code, (v) the value
          of a  nonqualified  stock  option  granted to the  Participant  by the
          employer, but only to the extent that the value of the stock option is
          includable in the gross income of the Participant for the taxable year
          in which  granted,  (vi) the amount  includable in the gross income of
          the Participant upon making the election  described in ss.83(b) of the
          Code and (vii) any amounts received by the Participant  pursuant to an
          unfunded non-qualified plan in the year such amounts are includable in
          the gross income of the Participant.  Such compensation  shall exclude
          (i)  contributions by the employer to a plan of deferred  compensation
          which are not  included  in the  Participant's  gross  income  for the
          taxable year in which contributed,  (ii) contributions by the employer
          under  a  simplified   employee   pension  plan  to  the  extent  such
          contributions   are   deductible   by  the   Participant,   (iii)  any
          distribution  from a plan of deferred  compensation  that is qualified
          pursuant to ss.401(a)  of the Code,  (iv)  amounts  realized  from the
          exercise of a  nonqualified  stock option,  (v) amounts  realized when
          restricted  stock (or property)  held by the employee  either  becomes
          freely  transferable or is no longer subject to a substantial  risk of
          forfeiture,  (vi) amounts  realized  from the sale,  exchange or other
          disposition of stock acquired  under a qualified  stock option,  (vii)
          other  amounts  which   received   special  tax  benefits  and  (viii)
          contributions  made by the  employer  (whether  or not  under a salary
          reduction  agreement)  towards the purchase of an annuity described in
          ss.403(b)  of the  Code  (whether  or not  the  amounts  are  actually
          excludable  from  the  gross  income  of the  Participant).  Effective
          January 1, 1998, the term "IRC 415 Compensation" shall include (i) any
          elective  deferral  (as  defined in Code  ss.402(g)(3)),  and (ii) any
          amount which is contributed or deferred by Employer at the election of
          a Participant and which is not includable in gross income by reason of
          Code  ss.ss.125  or 457.  Notwithstanding  the  foregoing,  the annual
          Compensation  of each  Participant  under this  Section  7.2 shall not
          exceed  $200,000  or such  other  amount

                                            12
<PAGE>

          as may be specified by the  Secretary of the Treasury  pursuant to his
          duties under ss.401(a)(17) of the Code.

                           Maximum  Annual   Addition  Due  to  Restrictions  of
                           -----------------------------------------------------
                  ss.415(c) of the Code:  The total annual  addition  (the total
                  ---------------------
                  applicable  to all  such  Defined  Contribution  Plans  of the
                  Controlled  Group Members) which may be allocated on behalf of
                  a Participant  during any Limitation  Year shall not exceed an
                  amount equal to the lesser of:

                                    (a) $30,000 or, if greater, one-fourth (1/4)
                           of the defined benefit dollar limitation set forth in
                           ss.415(b)(1)(A)  of the Code as in  effect  as of the
                           last day of such Limitation Year; or

                                    (b) An  amount  equal  to 25% of the IRC 415
                           Compensation which the Participant  received from the
                           Controlled Group Members during such Limitation Year.

                  (C) The above  limitations  are  intended  to comply  with the
         provisions of ss.415 of the Code so that the maximum benefits  provided
         by plans of the Controlled  Group Members shall be exactly equal to the
         maximum  amounts  allowed under ss.415 of the Code and the  regulations
         issued thereunder which are hereby incorporated by reference.  If there
         is any  discrepancy  between the provisions of this Section 7.2 and the
         provisions of ss.415 of the Code and the regulations issued thereunder,
         such  discrepancy  shall be  resolved  so as to give full effect to the
         provisions of ss.415 of said Code.

                  (D) In the event that the Participant's  annual addition under
         the Defined Contribution Plans for any Limitation Year is restricted as
         a result of the above  provisions of this section,  that portion or all
         of the annual addition  allocable to the Participant under the Plan for
         such  Limitation  Year  which is  required  to reduce the amount of the
         annual  addition to the amount  permitted  under  Section  7.2(B) above
         shall be eliminated by:

                           (1) First, his Salary Deferral  Contributions  and/or
                  Participant's Contributions,  including any gains attributable
                  thereto, to the extent that the return would reduce the amount
                  by which the annual  addition  exceeds such  limits,  shall be
                  returned to the Participant; and

                           (2)  Second,  by  holding  unallocated  in a  special
                  account,  called the "Unallocated  Limitation  Account" to the
                  extent  necessary,  that  portion or all of the  Participant's
                  allocable  share  of the  Employer's  Matching  and/or  Profit
                  Sharing  Contributions  for  the  Plan  Year,  for  subsequent
                  allocation  with such  Contributions  for the next  succeeding
                  Plan Year (or, if  necessary,  Plan  Years).

                                      13
<PAGE>


                  The Unallocated Limitation Account shall not be adjusted for
                  gains or losses as of any Valuation Date.

                  Provided,  however,  that the provisions of this  subparagraph
         (D) shall apply only to the extent such  annual  addition  has not been
         reduced to the amount  permitted  under  Section  7.2(B) above by first
         applying  any  similar  provisions  for  reducing  such  excess  annual
         additions under any other Defined  Contribution Plans of the Controlled
         Group Members in which the Participant also is an active participant.

         SECTION 8.1(C)
         --------------

                  Notwithstanding   any  other  provision  herein,  the  Initial
         Distribution  Date of a Participant  shall not be later than the end of
         the Plan Year in which he retires or attains age 70-1/2,  whichever  is
         later, and the  disbursement of his Distribution  Account shall be made
         or begun by April 1 of the following calendar year; provided,  however,
         that the Initial  Distribution  Date of a Participant who is a 5% owner
         (as  defined in Code  ss.416(i)(l))  shall not be later than the end of
         the Plan Year in which he attains age 70-1/2,  and the  disbursement of
         his  Distribution  Account  shall  be made or  begun  by April 1 of the
         following  calendar year. If any Participant  under this subsection (C)
         continues in service after his Initial  Distribution  Date, he shall be
         treated  in the same  manner  as  though  he had  retired  and had been
         reemployed on his Initial Distribution Date and had elected to continue
         to  receive   distributions   of  his  account  during  his  period  of
         reemployment.

         SECTION 8.3(A)
         --------------

                  On or after  each  Participant's  Initial  Distribution  Date,
         after all  adjustments  to his accounts  required as of that date shall
         have  been  made,  distribution  of his  vested  interest,  if any,  as
         determined  under  Section  4.3  above  shall be made,  subject  to the
         provisions  below,  as soon after  such  Initial  Distribution  Date as
         administratively  feasible,  to or for the benefit of the  Participant,
         or, in the event of his death  either  before,  at or after his Initial
         Distribution Date, to or for the benefit of his Beneficiary,  by any of
         the  following  methods,  as  elected  by the  Participant,  or, if the
         Participant  is  not  then  living,  as  elected  by  his  Beneficiary,
         provided,  however,  that: (1) any distribution to the Participant that
         commences  prior to his attainment of the age of 65 years shall require
         written  consent of the  Participant  within 90 days of the date of any
         such  distribution  if his  vested  interest  in his  accounts  exceeds
         $3,500;  and (2) any distribution  shall commence no later than 60 days
         after  the end of the Plan  Year  following  the  later of (a) the 65th
         anniversary  of the  Participant's  date of  birth  or (b) the  date of
         termination  of his  service,  unless  the  Participant  elects a later
         distribution  date (which shall not extend  beyond April 1st  following
         the calendar year in which he attains age 70-1/2 or retires,  whichever
         is later;  provided,  however,  that for 5% owners  distributions  must
         commence no later than April 1st  following  the calendar year in which
         the Participant attains age 70-1/2):

                                     14
<PAGE>

                           (1) by payment in  cash  or in  kind  (other than an
                  annuity  contract) of a single-sum amount; or

                           (2) by payment in a series of cash  installments,  in
                  equal  amounts or  otherwise,  spread  over a fixed  period of
                  years.

         Provided,   a  Participant   shall   receive  an  immediate   lump  sum
         distribution  of the vested  portion of his  Accounts,  if such  vested
         amounts do not exceed $3,500.

         SECTION 8.5
         -----------

         WITHDRAWALS WHILE STILL EMPLOYED
         --------------------------------

                  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.

                  A Participant may, before attaining age 70-1/2 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:

                           (1)    Withdrawals   may   be   made   as   soon   as
                  administratively     practicable     after    filing    proper
                  authorization,  and/or such other dates as may be  established
                  by the Committee,  after all adjustments have been made to the
                  accounts as described in Section 7.1 hereof.

                           (2) All  withdrawals  are subject to the  Participant
                  having filed a written application with the Committee.

                                    (3) All withdrawals  shall be in the form of
                  a lump-sum  cash  payment and the amounts  withdrawn  shall be
                  debited  from the  Participant's  accounts  as of the date the
                  payment is made.

                                    (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 or (iii) his Rollover
                  Contribution  Account,  only in the  event  that he  furnishes
                  satisfactory  evidence to the Committee that the withdrawal is
                  on account of  "hardship".  For this purpose,  a  distribution
                  shall be on account of hardship only if it both (i) is made on
                  account  of an  immediate  and  heavy  financial  need  of the
                  Participant  and (ii) is necessary  to satisfy such  financial
                  need. For the  determination of hardship,  the Committee shall
                  adhere to the following rules:


                                            15
<PAGE>

                                    (a) A distribution will be deemed to be made
                           on account of an immediate and heavy  financial  need
                           of the Participant if the  distribution is on account
                           of:

                                                  (i) Medical expenses described
                                    in  ss.213(d)  of the Code  incurred  by the
                                    Participant, the Participant's spouse or any
                                    dependents of the Participant (as defined in
                                    ss.152  of the Code) or  necessary  for such
                                    persons to obtain  medical care described in
                                    ss.213(d) of the Code;

                                                 (ii)  Purchase     (excluding
                                    mortgage   payments)   of   a    principal
                                    residence for the Participant;

                                                (iii)  Payment  of  tuition  and
                                    related  educational  fees  for the  next 12
                                    months of  post-secondary  education for the
                                    Participant,  his or her spouse, children or
                                    dependents; or

                                                 (iv)  The need to  prevent  the
                                    eviction   of  the   Participant   from  his
                                    principal  residence or  foreclosure  on the
                                    mortgage  of  the  Participant's   principal
                                    residence.

                                    (b) A  distribution  will  be  deemed  to be
                           necessary to satisfy an immediate and heavy financial
                           need  of  a  Participant  if  all  of  the  following
                           requirements are satisfied:

                                                  (i) The distribution is not in
                                    excess of the  amount of the  immediate  and
                                    heavy  financial  need  of  the  Participant
                                    which may include any amounts  necessary  to
                                    pay any  federal,  state,  or  local  income
                                    taxes or penalties reasonably anticipated to
                                    result from the distribution;

                                                 (ii)   The    Participant   has
                                    obtained  all   distributions,   other  than
                                    hardship distributions,  and all non-taxable
                                    loans  currently  available  under all plans
                                    maintained by the Employer;

                                                (iii) The  Participant's  Salary
                                    Deferral  Contributions under Section 3.1 of
                                    the Plan shall be suspended  for twelve (12)
                                    months  after the  Participant's  receipt of
                                    the hardship distribution; and

                                                 (iv) The Participant's  maximum
                                    annual deferral  determined  under ss.402(g)
                                    of the Code and  Section  3.1(A) of the


                                        16

<PAGE>

                                     Plan for  the  Participant's calendar year
                                     immediately  following  the  taxable  year
                                     of the   hardship   distribution  shall be
                                     reduced by the amount of such Participant's
                                     Salary   Deferral  Contributions  for  the
                                     taxable year of the hardship distribution.

                                    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  portion  of  his  Salary  Deferral  Contribution
                           Account.

                                    Notwithstanding  the above  language of this
                           paragraph (4) of this Section 8.5,  income  allocable
                           to  a  Participant's  Salary  Deferral   Contribution
                           Account may not be  withdrawn  pursuant to a hardship
                           withdrawal.

                           (5)  A   Participant   may   withdraw,   as  soon  as
                  administratively     practicable     after    filing    proper
                  authorization,  all or any part of the optional  contributions
                  previously  made by him in accordance  with Section 3.2 hereof
                  (but not to exceed the net credit balance in his Participant's
                  Contribution Account at the time of withdrawal). A Participant
                  may not,  however,  withdraw  the  proportionate  share of net
                  interest  and  gains,  if  any,  previously  credited  to  his
                  Participant's  Contribution  Account.  Said interest and gains
                  will not be forfeited  but will not be  distributed  until the
                  Participant's  Initial  Distribution  Date. A Participant  who
                  withdraws all or any part of his optional  contributions  will
                  be considered to have suspended further optional contributions
                  to the  Plan as of the  date the  withdrawal  of his  optional
                  contributions  is deemed  effective,  and he cannot again make
                  optional contributions to the Plan until at least one year has
                  elapsed following the date of such withdrawal.

                           (6) The Committee shall establish such rules and give
                  such  directions  to the  Trustee as shall be  appropriate  to
                  effectuate the withdrawal in accordance with the terms hereof.

         SECTION 8.6(e)
         --------------

                  Timing of  Distributions.  If a  distribution  is one to which
                  ------------------------
         ss.ss.401(a)(11)  and 417 of the Code do not apply,  such  distribution
         may  commence  less  than 30  days  after  the  notice  required  under
         ss.1.411(a)-11(c)  of the Income  Tax  Regulations  is given,  provided
         that:

                           (i) the Administrator clearly informs the Participant
                  that the  Participant  has a right to a period  of at least 30
                  days after  receiving  the notice to consider  the decision of
                  whether or not to elect a distribution (and, if applicable,  a
                  particular distribution option); and


                                          17
<PAGE>

                           (ii)  the  Participant,  after  receiving the notice,
               affirmatively elects  a distribution.

         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

                                          18