2010 - 2011 Disclosure Guide RCI® Weeks This publication contains information that indicates resorts participating in, and explains the terms, conditions and use of the RCI Weeks Exchange Program operated by RCI, LLC. You are urged to read it carefully. DISCLOSURE GUIDE TO THE RCI WEEKS Kirsten Hotchkiss EXCHANGE PROGRAM Senior Vice President, Legal and Assistant Secretary 22 Sylvan Way, Parsippany, NJ 07054 This Disclosure Guide explains the RCI Weeks Exchange Program offered to Vacation Owners by RCI, Susan Loring Crane LLC (“RCI”). Vacation Owners should carefully review Group Vice President, Legal and Assistant Secretary this information to ensure full understanding of the 22 Sylvan Way, Parsippany, NJ 07054 terms, conditions, operation and use of the RCI Weeks Exchange Program. Note: Unless otherwise stated Nicola Rossi herein, capitalized terms in this document have the Senior Vice President same meaning as those in the Terms and Conditions of 22 Sylvan Way, Parsippany, NJ 07054 RCI Weeks Subscribing Membership, which are also included in this document. Steve Meetre Vice President, Legal and Assistant Secretary RCI is the operator of the RCI Weeks Exchange 22 Sylvan Way, Parsippany, NJ 07054 Program. No government agency has approved the merits of this exchange program. Lynn A. Feldman Senior Vice President and Secretary RCI is a Delaware limited liability company with its 22 Sylvan Way, Parsippany, NJ 07054 principal office located at: Gregory T. Geppel 7 Sylvan Way Vice President, Tax Parsippany, NJ 07054 22 Sylvan Way, Parsippany, NJ 07054 Exchanges through the RCI Weeks Exchange Program Gail Mandel are processed at: Executive Vice President and Chief Financial Officer 7 Sylvan Way, Parsippany, NJ 07054 9998 North Michigan Road Carmel, IN 46032 Barry Goldschmidt Vice President and Assistant Treasurer RCI is a subsidiary of Wyndham Worldwide Corporation, 7 Sylvan Way, Parsippany, NJ 07054 a Delaware corporation. Steve Hawco Officers Senior Vice President Stephen P. Holmes 7 Sylvan Way, Parsippany, NJ 07054 Chairman and Director 22 Sylvan Way, Parsippany, NJ 07054 Daniel A. Kornick Senior Vice President Thomas G. Conforti 7 Sylvan Way, Parsippany, NJ 07054 Executive Vice President and Director 22 Sylvan Way, Parsippany, NJ 07054 Richard G. Ruff III Senior Vice President Geoffrey A. Ballotti 9998 North Michigan Road, Carmel, IN 46032 President and Chief Executive Officer 7 Sylvan Way, Parsippany, NJ 07054 Paul F. Cash Senior Vice President and General Counsel Thomas J. Edwards 7 Sylvan Way, Parsippany, NJ 07054 Executive Vice President 7 Sylvan Way, Parsippany, NJ 07054 Jeanmarie Cooney Senior Vice President, Financial Planning and Analysis Gordon S. Gurnik 22 Sylvan Way, Parsippany, NJ 07054 Executive Vice President 7 Sylvan Way, Parsippany, NJ 07054 Paul Davis Senior Vice President, Global Procurement Mary R. Falvey 22 Sylvan Way, Parsippany, NJ 07054 Executive Vice President 22 Sylvan Way, Parsippany, NJ 07054 David Evans Group Vice President, Legal Scott G. McLester 7 Sylvan Way, Parsippany, NJ 07054 Executive Vice President, Legal and Assistant Secretary 22 Sylvan Way, Parsippany, NJ 07054 W1 Jeanne M. Bratsafolis Donald R. Schmal Group Vice President, Legal Senior Vice President 7 Sylvan Way, Parsippany, NJ 07054 9998 North Michigan Road, Carmel, IN 46032 Christopher A. Nowak Faye Tylee Group Vice President, Legal and Assistant Secretary Executive Vice President 22 Sylvan Way, Parsippany, NJ 07054 7 Sylvan Way, Parsippany, NJ 07054 Philip S. Brojan Frank Campana Vice President Vice President 7 Sylvan Way, Parsippany, NJ 07054 22 Sylvan Way, Parsippany, NJ 07054 Brad A. Dettmer Christopher J. Feeney Chief Technology Officer Senior Vice President and Treasurer 7 Sylvan Way, Parsippany, NJ 07054 22 Sylvan Way, Parsippany, NJ 07054 Anthony P. Greco Michael S. Heistein Vice President Assistant Secretary 7 Sylvan Way, Parsippany, NJ 07054 22 Sylvan Way, Parsippany, NJ 07054 Kris M. Jamtaas Kenneth Drake Vice President Vice President, Legal 7 Sylvan Way, Parsippany, NJ 07054 7 Sylvan Way, Parsippany, NJ 07054 Stanley Kreydin Kim Sanborn Senior Vice President Vice President, Finance 7 Sylvan Way, Parsippany, NJ 07054 7 Sylvan Way, Parsippany, NJ 07054 Ronald Pearce Vice President and Global Controller RCI provides the RCI Weeks Exchange Program and 7 Sylvan Way, Parsippany, NJ 07054 other related services and benefits to Members. Wyndham Worldwide Corporation (“Wyndham Deborah A. Wunder Worldwide”) is the parent corporation of RCI and Vice President Fairfield Resort Management Services, Inc. 9998 North Michigan Road, Carmel, IN 46032 (“FRMS”), a resort management company, Wyndham Vacation Resorts, Inc. (“WVR”), Wyndham Resort Bradley J. McDonald Development Corporation doing business as Senior Vice President WorldMark by Wyndham (“WbW”), and Equivest 9998 North Michigan Road, Carmel, IN 46032 Finance, Inc. (“Equivest”), timeshare companies, and their respective subsidiaries. Some officers Terry Motsenbocker and/or directors of Wyndham Worldwide may from Vice President time to time serve as officers and/or directors of RCI, 9998 North Michigan Road, Carmel, IN 46032 FRMS, WVR, WbW, and/or Equivest, and vice versa. FRMS, WVR, WbW and/or Equivest resorts are Rishi Nigam marked with a plus symbol “+” in the Resorts and Vice President Members lists. Certain officers and directors of RCI 7 Sylvan Way, Parsippany, NJ 07054 may own, or have rights to acquire, shares of stock in Wyndham Worldwide. Other than as stated in this Jeffrey W. Parker paragraph, neither RCI nor any of its officers or Vice President directors has any legal or beneficial interest in any 9998 North Michigan Road, Carmel, IN 46032 developer, seller, managing entity or vacation ownership plan participating in the RCI Weeks Christine M. Parren Exchange Program. RCI is an independent exchange Senior Vice President service company and is not owned, operated or 9998 North Michigan Road, Carmel, IN 46032 controlled by an Affiliated Resort developer, seller, managing entity or vacation ownership plan participating Nicholas Paul in the RCI Weeks Exchange Program. Vice President 7 Sylvan Way, Parsippany, NJ 07054 Because vacation exchange is used intermittently as an adjunct to Vacation Ownership, potential Vacation Owners should select a resort that best meets their ongoing vacation needs. A Member’s decision to W2 purchase Vacation Ownership should be based Group, or any other vacation provider, including any primarily upon the benefits to be gained from the agreement with the developer or seller to purchase ownership, use and enjoyment of the Vacation Vacation Ownership, or to occupy or use Vacation Time Ownership Resort and not upon the anticipated or other property or benefits or packages. Membership benefits of the RCI Weeks Exchange Program. The provides an opportunity to obtain exchanges pursuant to Affiliated Resort at which a Member purchases the RCI Weeks Exchange Program and does not provide Vacation Ownership is solely responsible for its a guarantee of use of Vacation Time at a specific resort financial viability and the quality of its or for specific Travel Dates. accommodations, facilities, amenities, management and services. RCI reserves the right to offer additional benefits to Members in exchange for Deposited Vacation Time or PARTICIPATION IN THE RCI WEEKS EXCHANGE other compensation. Such additional benefits, which PROGRAM. Participation in the RCI Weeks Exchange may be identified from time to time by RCI, include, but Program is voluntary. The rights of membership and are not limited to, cruises, Alternative Inventory or other term of such memberships may vary among Members accommodations, products or services. Additional and RCI may waive certain requirements, in its benefits may periodically change at RCI’s sole discretion. Membership in the RCI Weeks Exchange discretion. In addition, RCI does not guarantee that any Program may be offered for varying lengths of time. specific additional benefit will be available to Members, or, if made available, will remain available for any period The RCI Weeks Exchange Program utilizes a “deposit” of time. and “withdrawal” system. The Member must first Deposit Vacation Time available for exchange, in order to make EXCHANGE PROGRAM PROCEDURES AND a withdrawal. Vacation Time may be Deposited by mail, OBLIGATIONS. Participation in the RCI Weeks facsimile, internet, or by telephone. A Member who Exchange Program is governed by the terms stated in Deposits “floating” Vacation Time must obtain unit and both the Enrollment Application, which purchasers week assignments from his/her Home Resort or Home applying for RCI Weeks membership are required to Group before the Vacation Time can be Deposited. sign, and the Terms and Conditions provided herein. Members who have Deposited Vacation Time receive a THIS DISCLOSURE GUIDE AND THESE TERMS AND written or electronic Deposit acknowledgment. The CONDITIONS ARE SUBJECT TO CHANGE WITHOUT Member retains title to his/her Vacation Ownership ADVANCE NOTICE, INCLUDING, BUT NOT LIMITED subject to a Deposit. A Member relinquishes to RCI all TO, TERMS RELATING TO CHANGES IN FEES, rights in his/her Vacation Time, including the use of BENEFITS AND EXCHANGE PROCEDURES AND his/her Vacation Time, when it is Deposited. PRIORITIES. Depositing Vacation Time does not relieve a Member's SUBSCRIBING MEMBERSHIP AND TRANSACTION obligation to pay maintenance fee assessments, taxes or FEES. Annual subscription fees are payable to RCI. other similar charges imposed by any applicable local,