AMENDMENT NUMBER TWO

                                      to

                          FAIRFIELD COMMUNITIES, INC.

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

                          (effective January 1, 1996)


     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, 
is hereby entered into effective as of January 1, 1996.

     WHEREAS, it is desirable to amend the Plan to provide for daily 
valuations of Plan assets and to revise certain provisions of the Plan 
relating to employee contribution elections, investment elections and 
withdrawal elections in order to coordinate the same with daily valuations; 
and

     WHEREAS, Fairfield Communities, Inc., by resolutions adopted at a duly 
convened meeting of its Board of Directors held on November 17, 1995, in 
accordance with the provisions of Section 11.3 of the Plan, adopted the 
following amendments to the Plan, effective as of January 1, 1996;

     NOW, THEREFORE, Sections 1.1(A)(44), 3.1(C), 3.2, 5.1(b)(1) and (2) and 
8.5(1), (2) and (5) of the Plan are hereby amended, effective January 1, 
1996, to provide as follows:

     SECTION 1.1(A)(44)
     ------------------

          "Valuation Date", effective for the Plan Year beginning 
     January 1, 1996, shall mean each day of the calendar year; and/or 
     such other date or dates as may be established by the Committee.

     SECTION 3.1(C)
     --------------

          Right of Participant to Suspend or Change His Rate of Salary 
          ------------------------------------------------------------
     Deferral Contributions:  Except as set forth below, a Participant
     ---------------------- 
     may change the rate of his Salary Deferral Contributions or suspend 
     his Salary Deferral Contributions effective as soon as 
     administratively practicable as of the beginning of any payroll 
     period subsequent to filing proper written authorization.  Except 
     as provided in Section 3.1(E) below with respect to certain 
     required suspensions, a Participant who suspends his Salary 
     Deferral Contributions may not resume such contributions until the 
     following calendar quarter.  Any resumption of Salary Deferral 
     Contributions must be made by the Participant in writing filed with 
     the Committee, such resumption to be effective as soon as 
     administratively practicable as of the beginning of any payroll 
     period subsequent to filing proper authorization.

          A Participant whose Salary Deferral Contributions are 
     suspended during a period of leave of absence or who is re-employed 
     following a termination of service may elect, upon his return to 
     active employment with the Employer, to have the Employer resume 
     Salary Deferral Contributions on his behalf to the Plan.  Any such 
     election shall be in writing filed with the Committee and shall 
     specify the percentage of Salary Deferral Contributions to be 
     deducted from his Compensation.

     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.

     SECTION 5.1(b)(1) AND (2)
     -------------------------

          (1)  Investment of Contributions.  A Participant may elect in 
               --------------------------- 
     a form established by the Committee the percentage of future 
     contributions that will be made on his behalf to each Investment 
     Fund.  Such election shall be effective as of the beginning of any 
     payroll period following the Committee's receipt of proper 
     authorization.

          (2)  Investment of Existing Account Balances.  A Participant 
               ---------------------------------------
     may elect in a form established by the Committee the percentage of 
     his existing accounts which shall be invested in each Investment 
     Fund.  Such election shall be effective if administratively 
     practicable as of the first Valuation Date following the 
     Committee's receipt of proper authorization.

     SECTION 8.5(1), (2) AND (5)
     ---------------------------

          (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.

          (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.

     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