NEW YORK and ORLANDO, Fla., Nov. 2, 2000 - Cendant Corporation (NYSE: CD) and Fairfield Communities, Inc.  (NYSE: FFD) today announced that they have signed a definitive agreement for Cendant to acquire all of the outstanding common stock of Fairfield Communities at $15 per share, or approximately $635 million in aggregate. At least 50% of the consideration will be in cash; the balance will either be in cash or Cendant common stock, at Cendant�s election. The final acquisition price may increase to a maximum of $16 per share depending on a formula based on the average trading price of Cendant stock over a twenty trading day period prior to the closing of the transaction. The transaction is subject to customary conditions and the approval of Fairfield�s shareholders.

The acquisition is expected to be immediately accretive to Cendant earnings and is expected to close in early 2001.

Fairfield Communities, with more than 324,000 vacation-owning households, is the largest vacation ownership company in the United States, marketing and managing resort properties at 33 locations in 12 states and the Bahamas. This year over 625,000 families will visit Fairfield resorts. Fairfield operates over 32 dedicated sales centers and manages over 110 timeshare and whole ownership resort associations.
For the twelve months ended September 30, 2000 Fairfield recorded revenues of approximately $560 million, an 18% increase over the comparable twelve months ended September 30, 1999. Net earnings for the twelve months ended September 30, 2000 rose over 20% to approximately $64 million as compared with $53 million in the prior period.

Cendant Chairman, President and CEO, Henry R. Silverman stated: �Fairfield is known throughout the resort industry for its strong management and outstanding sales and marketing capabilities. This acquisition will enable Cendant to expand our timeshare product offerings to our customers: timeshare developers. We can now offer Fairfield�s proven systems along with Cendant�s own core competencies in vacation exchange, travel agency, consulting and technology to current and prospective affiliates within the vacation ownership industry.�

Stephen P. Holmes, Chairman, Cendant Travel Division, said: �Since we purchased RCI in 1996, timeshare has been an important core element in our Travel Division. Expanding our presence in this fast-growing industry with one of the recognized leaders will position us to accelerate the Travel Division�s growth.�
 

Fairfield President and CEO, Jim Berk stated: �This acquisition combines Cendant�s infrastructure and global network systems with Fairfield�s core competencies of sales and marketing, resort management, and consumer financing. Together we have all the components necessary to drive significant growth in the vacation ownership industry.� The definitive agreement provides that if Cendant elects to use its common stock as merger consideration, within a range of Cendant stock prices, the number of Cendant common shares to be issued per share of Fairfield Communities common stock will be increased to maintain the value of the consideration to be paid at $15 per share. Furthermore, if Cendant�s stock price increases prior to closing of

Jim Berk, President and CEO of Fairfield Communities, Inc., since October 1999. He also serves as a Director on the Fairfield Board. Prior to joining Fairfield, Mr. Berk served as President and CEO of Hard Rock Café International, Inc., from 1996 until 1999.

As part of the transaction, Fairfield may, at the request of Cendant, spin off the property development portion of its business to Fairfield shareholders prior to the completion of the transaction. The new independent property development company would continue to serve as a developer of timeshare resorts. Cendant would serve as the exclusive sales and marketing agent for such facilities and would also provide property management and consumer financing services. The definitive agreement also permits Cendant, at its option, to modify or eliminate the spin-off by Fairfield Communities of its property development business.

Cendant Corporation is a global provider of real estate, travel and direct marketing related consumer and business services. Headquartered in New York, NY, the Company has approximately 28,000 employees and operates in over 100 countries.

Statements about future results made in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and the current economic environment.