Vistana Inc Watch

from 10-Q 1 page 3rd Amendment to Master Vistana Resort

from 10-Q ~5 pages 2nd Amendment to Master Vistana Resort

from 10-Q ~1 page 1st Amendment to Master Vistana Resort

from 10-Q/A 1 page First Amendment to Master Vistana Resort

from 10-Q 1 page First Amendment to Master Vistana Resort

from 10-K405 ~50 pages Master Vistana Resorts Receivables

from 10-K405 ~5 pages First Amendment to Limited Partnership

from 10-K405 ~5 pages Amendment #1 to Registration Rights

from 10-K405 ~10 pages Vistana Inc. Employee Stock Purchase Plan

from 10-K405 1 page First Amendment Dated 3/4/1999

from 10-K405 ~20 pages Employment Agreement Dated 1/30/1998

from 10-K405 1 page Second Amendment Dated 3/4/1999

from 10-K405 1 page Letter Amendment Dated 5/28/1998

from 10-K405 1 page <page> Vistana, Inc. 8801 Vistana Centre Drive Orlando, Florida 32821 March 4, 1999 Ms. Susan Werth Senior Vice President & General Counsel Vistana, Inc. Re: Second Amendment to Employment Agreement Dear Susan: Attached Hereto Is a Revised Schedule B to the Employment Agreement Dated December 27, 1996 and Amended as of May 28, 1998 Between Vistana, Inc. and You Which Incorporates the Adjustment to Your Base Salary and Annual Bonus Amount for the 1999 Fiscal Year Approved by the Compensation Committee at Its February Meeting. Please Carefully Review the Enclosed Schedule B to Confirm the Accuracy Thereof. if the Enclosed Schedule B Is Accurate, Please Execute the Enclosed Copy of This Letter in the Space Provided Below and Return It to the Undersigned, Whereupon the Enclosed Schedule B Will Be Substituted for the Existing Schedule B. Please Keep Your Copy of This Letter and Revised Schedule B With Your Own Copy of Your Employment Agreement. Very Truly Yours, Vistana, Inc. /S/ Jeffrey A. Adler By: Name: Jeffrey A. Adler Title: President Enclosure Acknowledged and Confirmed: /S/ Susan Werth Name: Susan Werth <page> Schedule B Employee Compensation (Revised Effective January 1, 1999) 1. Employee Name: Susan Werth 2. Base Salary: $275,000 3. Annual Bonus Amount: Up to 45% of Adjusted Base Salary; Formula to Approximate That of Other Senior Executive Officers. 4. Severance Amount: The Product of (I) 120% of Employee's Adjusted Base Salary as of the Termination Date, Multiplied by (II) Two. 5. Monthly Severance Payment: The Quotient of (I) the Severance Amount Determined in Accordance With Item No. 4 Above, Divided by (II) 24

from 10-K405 1 page Letter Amendment Dated 5/28/1998

from 10-K405 1 page <page> Vistana, Inc. 8801 Vistana Centre Drive Orlando, Florida 32821 March 4, 1999 Mr. Jeffrey A. Adler President Vistana, Inc. Re: Second Amendment to Employment Agreement Schedule Dear Jeff: Attached Hereto Is a Revised Schedule B to the Employment Agreement Dated December 27, 1996 and Amended as of May 28, 1998 Between Vistana, Inc. and You Which Incorporates the Adjustment to Your Base Salary and Annual Bonus Amount for the 1999 Fiscal Year Approved by the Compensation Committee at Its February Meeting. Please Carefully Review the Enclosed Schedule B to Confirm the Accuracy Thereof. if the Enclosed Schedule B Is Accurate, Please Execute the Enclosed Copy of This Letter in the Space Provided Below and Return It to the Undersigned, Whereupon the Enclosed Schedule B Will Be Substituted for the Existing Schedule B. Please Keep Your Copy of This Letter and Revised Schedule B With Your Own Copy of Your Employment Agreement. Very Truly Yours, Vistana, Inc. /S/ Raymond L. Gellein, Jr. By: Name: Raymond L. Gellein, Jr. Title: Chairman Enclosure Acknowledged and Confirmed: /S/ Jeffrey A. Adler Name: Jeffrey A. Adler <page> Schedule B Employee Compensation (Revised Effective January 1, 1999) 1. Employee Name: Jeffrey A. Adler 2. Base Salary: $430,000 3. Annual Bonus Amount: Up to 100% of Adjusted Base Salary; Formula to Approximate That of Other Senior Executive Officers. 4. Severance Amount: [Intentionally Omitted] 5. Monthly Severance Payment: [Intentionally Omitted]

from 10-K405 1 page <page> Vistana, Inc. 8801 Vistana Centre Drive Orlando, Florida 32821 May 28, 1998 Mr. Jeffrey A. Adler President Vistana, Inc. Re: Corrections to Employment Agreement Schedule Dear Jeff: Attached Hereto Is a Revised Schedule B to the Employment Agreement Dated December 27, 1996 Between Vistana, Inc. and You Which Incorporates the Adjustment to Your Base Salary and Annual Bonus Amount for the 1998 Fiscal Year Approved by the Compensation Committee at Its January Meeting. Please Carefully Review the Enclosed Schedule B to Confirm the Accuracy Thereof. if the Enclosed Schedule B Is Accurate, Please Execute the Enclosed Copy of This Letter in the Space Provided Below and Return It to the Undersigned, Whereupon the Enclosed Schedule B Will Be Substituted for the Existing Schedule B. Please Keep Your Copy of This Letter and Revised Schedule B With Your Own Copy of Your Employment Agreement. Very Truly Yours, Vistana, Inc. /S/ Raymond L. Gellein, Jr. By: Name: Raymond L. Gellein, Jr. Title: Chairman Enclosure Acknowledged and Confirmed: /S/ Jeffrey A. Adler Name: Jeffrey A. Adler <page> Schedule B Employee Compensation (Revised Effective January 1, 1998) 1. Employee Name: Jeffrey A. Adler 2. Base Salary: $400,000 3. Annual Bonus Amount: Up to 100% of Adjusted Base Salary; Formula to Approximate That of Other Senior Executive Officers. 4. Severance Amount: [Intentionally Omitted] 5. Monthly Severance Payment: [Intentionally Omitted]

from 10-K405 1 page <page> Vistana, Inc. 8801 Vistana Centre Drive Orlando, Florida 32821 March 4, 1999 Mr. Raymond L. Gellein, Jr. Chairman Vistana, Inc. Re: Second Amendment to Employment Agreement Dear Rip: Attached Hereto Is a Revised Schedule B to the Employment Agreement Dated December 27, 1996 and Amended as of May 28, 1998 Between Vistana, Inc. and You Which Incorporates the Adjustment to Your Base Salary and Annual Bonus Amount for the 1999 Fiscal Year Approved by the Compensation Committee at Its February Meeting. Please Carefully Review the Enclosed Schedule B to Confirm the Accuracy Thereof. if the Enclosed Schedule B Is Accurate, Please Execute the Enclosed Copy of This Letter in the Space Provided Below and Return It to the Undersigned, Whereupon the Enclosed Schedule B Will Be Substituted for the Existing Schedule B. Please Keep Your Copy of This Letter and Revised Schedule B With Your Own Copy of Your Employment Agreement. Very Truly Yours, Vistana, Inc. /S/ Jeffrey A. Adler By: Name: Jeffrey A. Adler Title: President Enclosure Acknowledged and Confirmed: /S/ Raymond L. Gellein, Jr. Name: Raymond L. Gellein, Jr. <page> Schedule B Employee Compensation (Revised Effective January 1, 1999) 1. Employee Name: Raymond L. Gellein, Jr. 2. Base Salary: $430,000 3. Annual Bonus Amount: Up to 100% of Adjusted Base Salary; Formula to Approximate That of Other Senior Executive Officers. 4. Severance Amount: [Intentionally Omitted] 5. Monthly Severance Payment: [Intentionally Omitted]

from 10-K405 1 page <page> Vistana, Inc. 8801 Vistana Centre Drive Orlando, Florida 32821 May 28, 1998 Mr. Raymond L. Gellein, Jr. Chairman Vistana, Inc. Re: Corrections to Employment Agreement Schedule Dear Rip: Attached Hereto Is a Revised Schedule B to the Employment Agreement Dated December 27, 1996 Between Vistana, Inc. and You Which Incorporates the Adjustment to Your Base Salary and Annual Bonus Amount for the 1998 Fiscal Year Approved by the Compensation Committee at Its January Meeting. Please Carefully Review the Enclosed Schedule B to Confirm the Accuracy Thereof. if the Enclosed Schedule B Is Accurate, Please Execute the Enclosed Copy of This Letter in the Space Provided Below and Return It to the Undersigned, Whereupon the Enclosed Schedule B Will Be Substituted for the Existing Schedule B. Please Keep Your Copy of This Letter and Revised Schedule B With Your Own Copy of Your Employment Agreement. Very Truly Yours, Vistana, Inc. /S/ Jeffrey A. Adler By: Name: Jeffrey A. Adler Title: President Enclosure Acknowledged and Confirmed: /S/ Raymond L. Gellein, Jr. Name: Raymond L. Gellein, Jr. <page> Schedule B Employee Compensation (Revised Effective January 1, 1998) 1. Employee Name: Raymond L. Gellein, Jr. 2. Base Salary: $400,000 3. Annual Bonus Amount: Up to 100% of Adjusted Base Salary; Formula to Approximate That of Other Senior Executive Officers. 4. Severance Amount: [Intentionally Omitted] 5. Monthly Severance Payment: [Intentionally Omitted]

from 10-Q ~20 pages Servicing Agreement 7/31/98 Vistana & Vch