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Table of Contents

WorldMark by Trendwest

Vacation Credits .................................................................................................................................................... 2

Guidelines For Using Vacation Credits .................................................................................................................. 3

How To Use Your Vacation Credits ....................................................................................................................... 4

WorldMark Waitlist .............................................................................................................................................. 5

Saving and Borrowing Credits ............................................................................................................................... 6

Time Frame for Booking or Canceling Reservations .............................................................................................. 7

Bonus Time ........................................................................................................................................................... 8

Exotic Bonus Time ......................................................................................................................................... 9

Inventory Specials ......................................................................................................................................... 10

Adventure Club ................................................................................................................................................... 11

Other Programs ................................................................................................................................................... 12

WorldMark on the World Wide Web .................................................................................................................. 14

Important Contact Information .......................................................................................................................... 16

Vacation Exchange Programs

Resort Condominiums International (RCI) ......................................................................................................... 17

Interval International (II) .................................................................................................................................... 23

Appendix

Glossary of Terms ................................................................................................................................................ 27

Exhibit 1 – WorldMark Vacant Night Report ...................................................................................................... 31

Exhibit 2 – WorldMark Unit Breakdown ............................................................................................................ 35

Exhibit 4 – WorldMark Club Guidelines ............................................................................................................ 36

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Vacation Credits

Vacation credits signify your ownership in WorldMark, The Club. The extent of your club benefi ts and obliga-tions are measured in units of vacation credits that you own. Credits are renewed annually in the amount owned on the fi rst day of your anniversary month. For example, if you purchased 10,000 credits in March, every ensuing March 10,000 credits will be added to your account. If you upgrade (pur chase additional credits after your original purchase), your anniversary month remains the same as the month of your original purchase.

The number of vacation credits needed to reserve a particular vacation will depend on the fol low ing major compo-nents:

The Season of the YearHigh Season = RedMid Season = WhiteLow Season = Blue

NOTE: Seasons will vary year to year as the calendar changes. So it is possible to fi nd that the same date you traveled in Red Season last year is in White Season this year. Be sure to consult the current year’s Daily Va ca tion Credit Values booklet.

The Size of the UnitSize OccupancyStudio 21 bedroom 41+ bedroom 62 bedroom 62+ bedroom 83 bedroom 82 bdrm Penthouse 63 bdrm Penthouse 64 bdrm Penthouse 8

NOTE: Some units may have higher or lower occupancies, especially penthouse units. Ask the Va ca tion Planning Center about occupancy limits when booking your reservation. Remember that chil dren of any age count as occupants.

The Day of the WeekEach day of the week has its own credit value. Generally speaking, you will fi nd that Sunday–Thurs day will have one value, Friday and Saturday will have a little higher value and Sunday will fall in the middle.

The Resort LocationEach resort also has its own established credit values, although most are standard.

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Guidelines for Using Vacation Credits

Red (High) Season • One week minimum stay if booked 61 days to 13 months in advance. Any day check-in available.• Less than a week can be booked 60 days or less in advance.

NOTE: The one week minimum may be booked at more than one resort. This is a “group” booking, and cancellations of or mod i fi ca tions to this type of res er va tion are unique—ask your Va ca tion Plan ning Counselor for information. Since a group reservation involves more than one credit reservation within the same an ni ver sa ry year, house keep ing fees apply on each seg ment after the fi rst res er va tion.

White and Blue (Mid and Low) Seasons• No minimum stay required except for weekends.• Can be booked 48 hours to 13 months in advance.

Weekend Only• When both Friday and Sat ur day nights are available, a two-night stay is required.• A “weekend only” reservation is for Friday and Saturday night only.• Any other combination of nights that includes a Friday or Saturday is not counted a “weekend only” reservation. For example, any of the following combinations of nights are not considered a “week end only” reservation: Thu/Fri/Sat, Fri/Sat/Sun, Sat/Sun/Mon, Friday only or Saturday only.

NOTE: You may have as many credit res er va tions booked as you have va ca tion cred its available. However, you may have only one “weekend only” res er va tion booked on credits “per each block of 5,000 credits owned at a time” (Section C #10 Club Guidelines). An owner of 6,000 credits may have one “weekend only” res er va tion at one time; an owner of 10,000 credits may have two. The rule does not limit how many “weekend only” reservations you make, it simply limits the num- ber you can have booked at the same time. Once you have completed a “week end only” res er va tion, you may book another.

Housekeeping Fees• Housekeeping fees are charged only on reservations made using vacation credits.• Free housekeeping “tokens” are issued annually based on the number of vacation credits you own. One token is granted, along with your credits, on your anniversary month for each whole block of 10,000 credits owned. This means that owners with fewer than 20,000 credits are issued one housekeeping token per year; owners with 20,000 - 29,000 credits are issued two.• Housekeeping tokens have expiration dates that match the award date of your annual credits. For example, if your annual credits and housekeeping tokens were awarded in June 2005, both would carry the expiration date of June 2007, 24 months later. • When you make a credit reservation, the oldest housekeeping token will be applied to it.• When all tokens are gone, a housekeeping fee will be charged for each subsequent reservation. • Housekeeping tokens or fees will be collected at the time the reservation is made. • The housekeeping fee is based on the size unit you book. The fees are:

NOTE: If you have a question regarding housekeeping fees or tokens please contact Owner Services.

Studio Hotel ........................$30Studio ..................................$351 Bedroom Hotel .................$401 Bedroom ...........................$452 Bedroom Hotel .................$45

2 Bedroom ...........................$502 Bedroom Chalet ................$552 Bedroom Hotel Penthouse $553 Bedroom ...........................$553 Bedroom Chalet ................$60

2 Bedroom Penthouse ..........$653 Bedroom Penthouse ..........$754 Bedroom Penthouse ..........$85 All prices quoted in U.S. dollars.

“Hotel” indicates limited kitchen facilities

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How to Use Your Vacation Credits

Reservations With Credits• Can be made as early as 13 months or as late as 48 hours prior to arrival.• Phone the Vacation Planning Center at 1-800-457-0103.

Monday-Friday: 6 a.m. - 9 p.m. (PT) Saturday-Sunday: 6 a.m. - 5 p.m. (PT)Closed for training Tuesdays: 2 p.m. - 3:30 p.m. (PT)

• All locations and dates are available on a fi rst-come, fi rst-served basis.• The key is fl exibility. Have several locations in mind when you call and book the one that is open. Then…• If your fi rst choice is not available, request to be waitlisted. Those owners on the waitlist will be phoned should there be a cancellation. If you booked an alternative, you can choose to accept the waitlisted reservation in its place. Please note that the waitlist is for credit use only.

Save CreditsVacation credits that are unused at the end of your anniversary year will automatically carry over for one year. Once credits are awarded to your account, the credits have a two-year (24-month) life and will expire at the end of the second year.

Borrow CreditsOwners may use their current anniversary year's credits and then borrow their vacation credits (all of them or any portion of them) from the next year.

Booking Expiring CreditsCredits must be booked within 24 months of the anniversary month in which they were awarded. Suggestions for using expiring credits:• Book a reservation within WorldMark as much as 13 months beyond the expiration date of the expiring credits. Doing this gives you a useful life of 36 months total to book (24 months) and complete (up to 36 months) your travel from the award date of your credits. • Consider Space Banking (depositing) expiring credits with RCI. This will extend your window to book and complete your travel for another two years (24 months) from the date of the actual week deposited.

CancellationsYou may cancel without penalty (loss of credits) when you follow these guidelines:

Reservation made... Cancel no later than...13 months to 61 days in advance 30 days prior to arrival60 days to 15 days in advance 10 days prior to arrival14 days to 48 hours in advance 48 hours prior to arrival47 hours to 0 hours in advance No cancellations allowed

• Cancellations outside of these guidelines will be penalized with a loss of credits to the extent another owner doesn’t book the space canceled. Contact Owner Services for details.• Cancellations due to documented emergencies may be reviewed on a case-by-case basis. Contact Owner Services for details.

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WorldMark Waitlist

There may be times when your fi rst choice resort or timeframe is not available. While we encourage you to look at alternative locations and dates, an option that you may consider is the waitlist. WorldMark’s waitlist is very effec-tive for obtaining reservations in hard to get places. An average of 30% of all reservations are eventually canceled, so the waitlist is an opportunity you defi nitely want to take advantage of! Below are some tips for using the waitlist. Give it a try—it really works!

1. The waitlist is only available for CREDIT reservations.2. The waitlist is not a “confi rmation” or guarantee of a reservation; it is simply an opportunity should space become available.3. ALL cancellations go to the waitlist requests fi rst and are released to open inventory 15 minutes later only if no waitlist match was found. 4. Waitlist for a specifi c time period. Typically this will be for “weeks” following the guidelines for booking credit reservations. You will be asked for the minimum number of nights you might be willing to take. This allows you to get the week if you want, or you might have the option of taking just two or three of the nights (this is called the "only space availabile" provision). 5. If you are just looking for three days in Red Season, you will have to wait till 60 days or less before going on the waitlist. Prior to 60 days, you will receive a phone call or e-mail every time a full week becomes available. 6. WorldMark will contact you by phone or e-mail—the choice is yours!7. You will have till 9 p.m. PT the next day to contact the Vacation Planning Center before the space is released or is offered to the next person on the list. 8. When giving a date range, specify what day of the week you prefer to check in. 9. A waitlist request can be made for any time period up to a 90-day maximum. This allows you to waitlist a given month or the entire summer if you choose. 10. The maximum number of waitlist requests allowed is eight. 11. No waitlist requests are accepted or matched within 48 hours of arrival. 12. At the time of your waitlist request, you may opt to have an exact match automatically confi rmed. This way you do not have to act quickly when a phone call or e-mail arrives. 13. “Where am I on the waitlist?” There are three levels of the waitlist and you will only be told what level you are on.

LEVEL 1: Extremely good chance of getting your request. LEVEL 2: An OK, or about 50% possibility, of getting your request. LEVEL 3: Still possible, but you might want to add some alternate locations to the search or broaden your date range.

14. Non-specifi c requests—date range for two weeks to 90-days—will not be given a level. Chances are good, though not guaranteed, that something will come up at one of your choices or during your date range.

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• To use this chart, fi ll in the blanks with the number of annual credits you own.

*Credits must be booked within 24 months of the anniversary month in which they were awarded and may be booked up to 13 months beyond their expiration date.

YEAR 1 YEAR 2 YEAR 3

SAVE THEM 10,000 +10,000=20,000

BORROW THEM 10,000=20,000

-10,000=0

CREATIVE EXAMPLE 10,000 +10,000

=20,000+10,000

=30,000*

Saving and Borrowing Credits

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Time Frame for Booking or Can cel ing Reservations

All WorldMark units are available 13 months in advance. The V shape demonstrates how availability decreases as time-to-arrival approaches.

13 MONTHS

60 DAYS

30 DAYS

14 DAYS

10 DAYS

5 DAYS

48 HOURS

ARRIVAL DATE

BLUE/WHITE SEASON:No minimum stay requirement except two nights on weekends

RED SEASON:One week (seven night) minimum stay re quired

60 days and under: Red Season res er va tions can now be booked for less than a week

30 days to arrival: Deadline to cancel res er va tions booked 60 days to 13 months out

14 days and under: Bonus Time for owner use can be booked

10 days to arrival: Deadline to cancel reservations booked

14-60 days out

Five days and under: Bonus Time for guest use can

be booked

48 hours and under: Restrictions lift on

length of stay requirement and

# of units you can occupy at a time; units

may be rented to the public

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Bonus Time

Bonus Time is a benefi t exclusive to Premier Owners. Bonus Time usage does not affect the number of credits in your account and does not incur housekeeping fees. Through Bonus Time, unused units are made available to own-ers on a space-available basis, from one to four days at a time. The guidelines for Bonus Time are:

Reservations• May be made 14 days or less in advance.

Charges• Paid when the reservation is made. The current charge is four cents per credit—multiply the credit value per day times .04 to calculate your fee. There is a minimum charge of $20 per night.

Limits• Owners are limited to one Bonus Time “weekend only” reservation per calendar quarter for each block of 10,000 credits owned. Owners of 6,000—19,999 credits may have one weekend only reservation per calendar quarter; owners of 20,000—29,999 credits may have two; etc.• Weekends require a two-night stay for all seasons when both Friday and Saturday nights are avail able.

Note: Any other combination of days that includes a Friday or Saturday night is not considered a “weekend only” reserva-tion. For example, any of the following combination of nights is not con sid ered “weekend only” use: Thu/Fri/Sat, Fri/Sat/Sun, Sat/Sun/Mon, Friday only or Saturday only.

Unlimited Midweek Usage• Owners can book an unlimited number of Sunday-Thursday Bonus Time reservations. However, Bonus Time reservations are limited to one at a time. In other words, you cannot book another Bonus Time reservation until the current reservation has been completed (or used).• If you book four continuous nights (with no break between nights), you can book each of the four nights at a different resort. This is helpful when getting from point A (i.e. Washington) to point B (i.e. California). This is considered one reservation (or "group" booking) rather than four separate reservations.

Note: There is a 48-hour window prior to arrival in which some rules do not apply. For instance, you could be on vacation, call the Vacation Planning Center 48 hours prior to your departure, and book another reservation at the same resort or at an-other resort on your way home. This 48-hour window applies to guidelines on length of stay and number of reserva-tions, whether using credits or Bonus Time.

Making Bonus Time Reservations• 14 days or less prior to your projected arrival date, phone the Vacation Planning Center at 1-800-457-0103 during the following hours: Monday-Friday: 6 a.m.—9 p.m. (PT) Saturday-Sunday: 6 a.m.—5 p.m. (PT) Closed for training Tuesdays 2 p.m.—3:30 p.m. (PT)• Give them an idea of where you want to go and be fl exible.• Call 14 days prior to your projected arrival date to maximize the likelihood of successfully se cur ing a reservation. If the space is not available, don’t give up. Call back often, as reservations change all the time.

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• Have your MasterCard, Visa, American Express or Discover card number ready for immediate confi rmation. MasterCard or Visa debit cards are also accepted. If you don’t have a card, you can send a check via overnight mail. • Cancellations without penalty for Bonus Time must be made no less than 48 hours prior to your arrival date. (The penalty for canceling under 48 hours will be loss of money for can celed rooms that are not re-booked by other owners.)

Bonus Time Rates*

Daily Credit Value

Bonus Time Charge

Daily Credit Value

Bonus Time Charge

Daily Credit Value

Bonus Time Charge

300-500 $20 1125 $45 1950 $78

550 $22 1200 $48 2000 $80

600 $24 1250 $50 2100 $84

675 $27 1300 $52 2200 $88

700 $28 1375 $55 2275 $91

750 $30 1400 $56 2400 $96

775 $31 1425 $57 2450 $98

800 $32 1450 $58 2500 $100

825 $33 1500 $60 2600 $104

850 $34 1550 $62 2750 $111

875 $35 1600 $64 2875 $115

900 $36 1625 $65 3050 $122

925 $37 1700 $68 3125 $125

950 $38 1750 $70 3450 $138

975 $39 1800 $72 3900 $156

1000 $40 1900 $76 4200 $168

1100 $44

*Calculated at current rate of four cents per daily credit value and quoted in U.S. dollars.

Exotic Bonus TimeExotic Bonus Time is designed to fi ll unbooked units in resort destinations where Trendwest does not have a sales presence that targets the local drive-to mar ket (currently these are Hawaii, Fiji and Mexico). This gives owners an extended booking window on resorts in those locations. The guide lines for Exotic Bonus Time are:

Reservations• 30 days or less in advance. Phone the Vacation Planning Center at 1-800-457-0103.

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Since regular Bonus Time rules do not apply, you can...• Book an entire week if space is available• Book more than one unit at a time• Book at more than one location• Book guests 30 days in advance

Cost• Same as regular Bonus Time—four cents per credit with a $20 per night minimum.

Cancellations• Reservations must be canceled within 48 hours of booking.

NOTE: Resorts that are considered “exotic” are subject to change. For example, if Trendwest were to establish a sales site in Hawaii or Mexico, the resorts there might be dropped from this program. How ev er, others might be added as new exotic resorts come into the system. (La Paloma in Rosarito Beach, Mexico, is NOT considered an exotic location, as it falls in the drive-to market for Southern California.)

Inventory SpecialsWhat is an Inventory Special? It’s a lot like Bonus Time, only better since many regular Bonus Time rules do not apply!

Inventory Specials are offered at resorts where WorldMark inventory data indicates a high likelihood that many units will go unoccupied. To help fi ll those units, WorldMark offers owners the opportunity to book them at Bonus Time rates but instead of just 14 days, these can be booked 30 to 60 days in advance. Where can you fi nd out about Inventory Specials? In your Destinations magazine. Each month selected resorts are offered listed in the Inventory Special column.

You can also fi nd the Inventory Specials list on the WorldMark Web site: www.worldmarktheclub.com. Click on "Owner Specials" on the left side of any page. Inventory Specials are reserved on a fi rst-come, fi rst-served basis, based on availability and the following guidelines:

• Inventory Specials are typically offered for mid-week only stays (Sunday–Thursday), but sometimes they include weekends (Friday and Saturday). • Booking window may be 30-60 days or longer, as advertised.• Specials are announced when available for specifi c resorts during specifi c months only.• You may book up to a maximum of 30 consecutive nights if available.• You may book more than one unit up to a maximum of 30% of resort units.• You may book units for guest use.• You may have more than one reservation at a time.• All holidays are excluded. • Charge is four cents per credit value for nights booked.• Inventory Specials cannot be waitlisted.• Regular credit reservations guidelines apply to cancellations.

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Adventure Club

Trendwest is continually listening to owners' comments and reviewing their travel patterns. They recognized a need to of-fer more opportunities beyond resort stays. The Adventure Club was developed to give you even more options for using your credits.

Where can you fi nd out what’s scheduled? Look for the “Travel and Adventures” section in your Destinations maga-zine. You will fi nd a listing of tours and events available.

Check out the variety of options that are available for you.

Getaways - Events designed for solo travelers

Golden Escapes - Tours targeted for the over-55 traveler

Cruise For Credits - Typically on Princess, Carnival and Royal Caribbean

Restaurant Gift Cards - Dining certifi cates at selected restaurantsTickets - Theme parks and movies

Associate Hotels - Use your credits to stay at selected hotels

NOTE: These programs are for specifi c travel/events and are subject to change and/or dis con tin u a tion.

Associate ProgramHow would you like to use your credits for hotel accommodations? What we know today as our Associate Pro-gram was initiated in August 2001. Since then we have associated with various hotels in metropolitan areas, giving owners a greater opportunity for city travel in addition to our wonderful WorldMark resorts. Current locations include but are not limited to:

• Alyeska, Alaska• Long Beach, California• Portland, Oregon• Forks, Washington• Quinault, Washington• Union, Washington• Walu Beach, Fiji• Puerto Vallarta, Mexico

Trendwest is continually looking for new ways for owners to use their credits. For more information and credit val-ues, contact the Vacation Planning Center or visit the WorldMark Web site at www.worldmarktheclub.com. (Click on “Resort Gallery” and then “Choose an Associate.”)

NOTE: Trendwest has entered into specifi c agreements with these associate partners. Trendwest’s associate agreements are subject to change, expansion and/or discontinuation at any time at the discretion of club management. Trendwest’s intent is that the Associate Program will continue to grow over time.

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Other Programs

FAX ProgramHave you ever wondered where the credits go that are given up for the outside exchange opportunities? They go into the FAX program. FAX is an acronym for Friends And eXtends.

1. Owners give up credits for outside programs rather than paying cash.2. Trendwest then pays cash to the outside vendor.3. Trendwest generates cash for these credits by making them available for purchase by owners for special occasions and once-in-a-lifetime vacations.4. You do not OWN these credits; they are available on a one-time-use basis.

Ideas for Using FAX Credits• Family reunion – purchase as many units as you need for your family up to a maximum of 30 percent of the total units available at the resort booked.• Special events – celebrate a birthday or an anniversary.• Extend a vacation – extend your one-week into two, three or maybe four.

When ready, call the Vacation Planning Center to book your event. Your request is subject to the availability of FAX credits and the following guidelines:

• The current charge of eight cents per credit includes the housekeeping fee.• Booking is only allowed when FAX credits are available and may be booked up to a maximum of 30 consecutive nights if available.• FAX credits may be purchased more often in MID and LOW seasons. Use of FAX credits at 8¢ is limited to once every fi ve years during HIGH (Red) season and is subject to availability. Additional FAX credit usage during Red Season is available to owners at the rate of 15¢ per credit. • All FAX credit res er va tions are booked according to club guidelines for credit use. • Transient Occupancy Taxes (TOT) are not included in the FAX rate and are collected at the time of booking.• FAX credits cannot be utilized to pay for exchange reservations with exchange partners.• On occasion, unusually high demand dates can be blacked out at management’s discretion.• FAX credit usage is subject to change at the sole discretion of management and may be modifi ed at any time without prior notice.

Direct ExchangeWorldMark has agreements with certain timeshare developers from whom we are able to obtain weeks for our owners’ use as a Direct Exchange option.

WorldMark’s Direct Exchange department was created to provide extra exchange opportunities for WorldMark owners, not to enhance sales. Direct Exchanges fi ll the void in areas that are very pop u lar with our owners and where our exchange partners do not have enough inventory to meet the high demand.

To make a direct exchange, do the following:

• Phone the Vacation Planning Center at 1-800-457-0103 to get the latest Direct Exchange weeks available. The Vacation Planning Counselor will let you know how many credits the week will require.• Have your credit card number ready for the exchange fee. Paying the exchange fee immediately confi rms your reservation. The current exchange fee is $129 for both domestic and in ter na tion al weeks, and the fee is paid to WorldMark.• Cancellations made more than 45 days in advance are eligible for a full refund of Vacation Credits. The exchange fee is refunded less a $40 cancellation fee.

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*These exchange values are subject to change at any time.

NOTE: There are no last minute exchanges available through Direct Exchange—last minute exchanges are only available with your exchange partner.

Affi liate ResortsWe are proud to include affi liate resorts in our list of options for owners. Affi liate resorts have a special short-term arrangement to provide additional vacation destinations. These resorts are located in high-demand locations where WorldMark North America currently has no resorts.

Residence Club by TrendwestThe Residence Club was established in 2003 by Trendwest Resorts. It is based on a traditional 1/13th share frac-tional timeshare product. The Residence Club includes the Resort at Seaside in Seaside, OR; South Shore in Lake Tahoe, NV; and Whale Pointe in Depoe Bay, OR. Owners in the Residence Club have the unique ability to trade their traditional weeks into WorldMark for trade credits, thereby providing WorldMark owners with additional availability at these resorts.

WorldMark South Pacifi cWorldMark South Pacifi c is a subsidiary of Trendwest Resorts and operates as a totally separate club. WorldMark, The Club has a reciprocal exchange agreement with WorldMark South Pacifi c that allows owners’ use within its growing network of resorts.

Fairfi eld ResortsFairfi eld Resorts—who, like Trendwest, is a subsidiary of the Cendant Corporation—and WorldMark have no affi liation beyond a reciprocal use agreement for a limited number of properties and units within each other’s sys-tems. The list of resorts available through this program is not guaranteed and subject to change or discontinuation at any time.

Reservations for our associates may be made through the WorldMark Vacation Planning Center or online, just as any other WorldMark reservation is made. We know you will enjoy these expanded options. You may fi nd infor-mation regarding these associate resorts in your WorldMark Resort Directory, your Daily Vacation Credit Values Guide and on the WorldMark Web site.

NOTE: Use of affi liate resorts is subject to change and/or discontinuation at any time. Resorts listed in the affi liate resorts program may vary and are offered as an enhancement to your WorldMark ownership, not as an inherent part of the WorldMark program as outlined in the public offering statement and club governing documents. Our intent is that these programs will continue to grow over time.

Credit Exchange Value Per Week for Direct Exchanges*

Studio 8,000

1 Bedroom 9,000

2 Bedroom 10,000

3 Bedroom 12,000

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WorldMark on the World Wide Web

Where can you go to fi nd up-to-the minute information about your club? Just log onto the Internet and visit www.worldmarktheclub.com. You’ll fi nd resort information, club news and specials, Owner Education schedules and much more. And you can even book your WorldMark vacations online!

The ResortsBrowse the full network of WorldMark resorts plus associate and affi liate properties by clicking on “Resort Gallery” on the left side of the WorldMark home page. Every resort page includes an overview of the property, photographs, lists of unit and resort amenities, links to local visitor centers and credit value schedules. You’ll also fi nd a link to the resort brochure, which includes driving directions and sights that you might want to take in along the way.

Owner SpecialsEvery month, Destinations magazine includes lists of the latest specials, including Direct Exchange, Adventure Club and Inventory Special offerings. You can also fi nd these lists online by clicking on “Owner Specials.” Look for new specials on the fi rst of every month, at the same time the magazine comes out. And there are sometimes offers here that you’ll fi nd nowhere else.

Trendwest TravelTrendwest Travel works with several airlines to bring you the very best deals when traveling to such resort locations as Hawaii, Fiji, Mexico and other destinations. They can assist you with a variety of travel needs, including airfare, cruises, car rentals and hotel accommodations.

If you haven’t already tried Trendwest Travel, give them a call at 1-800-953-5511 or e-mail them at twtravel@trendwest.com. You can also visit them at www.worldmarktheclub.com. Just click on “Trendwest Travel”—you can even book your own travel reservations online!

Vacation PlanningMore than 30% of WorldMark reservations are now made online. You can book both Vacation Credit and Bonus Time reservations directly on the Web site; simply click on the “Owner Sign In” link and sign in using your owner ID and password. If you haven’t already registered, you’ll fi nd the process fast and simple.

Owner EducationWant to learn how to get the most out of your WorldMark ownership or need a refresher course? Click on Owner Education and check out our Owner Education Video—a great introduction or overview.

Vacation ForumThe Vacation Forum is where owners share their vacation experiences and expertise. You may access the Vacation Forum from the WorldMark homepage. However, the forum does require a separate username and password independent of the WorldMark Web site.

Friends FirstWe make referring friends and family to Trendwest simple. Just click on the “Friends First” link in the left column of any page. Enter your friend’s contact information and then leave the rest up to us. We treat all referrals with the utmost care, and we’ll even reward you if your friend visits a Trendwest showroom or becomes a WorldMark owner.

Contact UsWe welcome your questions and inquiries by e-mail. When sending us e-mail, please remember to include your name and owner number.

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Resort Availability Quick SearchOnce you’ve signed in, you’ll see a feature called Resort Availability Quick Search. This feature allows you to search by resort or region, and it also helps you locate Bonus Time.

To search by date: Simply enter your check-in and checkout dates. Then, if you know which resort you’d like to visit, choose it from the list. Or, if you can be fl exible with your destination, you can select a region. Your results will appear in a list that might be a few pages long. For each available unit, you’ll see the number of bedrooms, the unit description, the number of credits required and the dates you specifi ed. You can then choose to book the unit directly from the list. Or you can look for more available dates for that unit by clicking on “More dates.”

To search Bonus Time: Check the box next to where it says Bonus Time only and then choose either a region or resort. Your list of results will look different from the date search—you will see three rows next to each unit size with days of the week listed on top. If a checkbox appears under the day of the week, a unit is available for that night. When using Bonus Time, you may book up to four consecutive nights, and the fi rst night must be no more than 14 days in the future. Check the boxes for the nights you’d like to book and then click “Book it!”

To browse by date: After signing in, click on the link to the four-month calendar on the right side of the page. You’ll fi nd a color-coded calendar that indicates whether the unit type you chose is available over a four-month period. Simply change the region, resort and unit type to browse availability. Once you fi nd the dates you want to travel, click on your check-in date and enter the number of nights you’ll be staying, then click “calculate” to fi nd out how many credits you’ll need for the reservation. You can then book the reservation by clicking “Continue.”

Still Need Help With Reservations?Everyone needs extra help sometimes. If you’d like to talk with an agent who can take as much time as you need, call Owner Services at 1-888-648-7363.

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Important Contact Information

WorldMark Reservations and Adventure Club ExchangesToll-Free: 1-800-457-0103 • Seattle Area: 425-498-1950 • Spanish line: 1-800-859-7898 • Fax: 425-498-1960

VIP Gold (Owners owning more than 20,000 credits): 1-800-859-9654 Hours of Operation:

Mon–Fri: 6 a.m. – 9 p.m. (Pacifi c Time)Sat–Sun: 6 a.m. – 5 p.m. (Pacifi c Time)

Closed Tuesday 2 p.m. – 3:30 p.m.

Owner ServicesToll-Free: 1-888-648-7363 • Seattle Area: 425-498-1950 • Fax: 425-498-1970

E-mail: ownersupport@worldmarktheclub.comHours of Operation:

Mon–Fri: 9 a.m. – 6 p.m. (Pacifi c Time)Closed Saturday & Sunday

Trendwest TravelToll-Free: 1-800-953-5511 • Seattle Area: 425-498-1950 • Fax: 425-498-1958

E-mail: twtravel@trendwestresorts.comHours of Operation:

Mon–Fri: 8 a.m. – 8 p.m. (Pacifi c Time)Saturday: 9 a.m. – 4 p.m. (Pacifi c Time)

Closed Sunday

Trendwest Corporate Offi ceFor questions about marketing certifi cates call

Toll-Free: 1-800-722-3487 • Seattle Area: 425-498-2500Fax: 425-498-3051

Hours of Operation:Mon–Fri: 7:30 a.m. – 5:30 p.m. (Pacifi c Time)

Loan ServicingFor questions about contracts, maintenance dues or pay by phone

Toll-Free: 1-800-691-7289 • Fax: 425-818-7010Hours of Operation:

Mon–Fri: 8 a.m. – 5 p.m. (Pacifi c Time)

Friends FirstToll-Free: 1-877-773-7436 • Fax: 1-877-773-7735

E-mail: friendsfi rst@worldmarktheclub.comOnline: www.worldmarktheclub.com/friendsfi rst

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The World of Vacation Exchanges with RCI

OverviewTrendwest and WorldMark have teamed up to offer the most powerful resort exchange program to our owners in the vacation ownership industry. Our exchange affi liation with Resort Condominiums International (RCI) began in October 1989 and we have enjoyed a relationship with RCI that has allowed WorldMark owners to have unmatched exchange opportunities. RCI opens a world of possibilities beyond your home WorldMark system. As ourexchange partner, RCI allows you to “trade” with other timeshare owners all over the world. Most RCI members are locked into “fi xed date” exchanges, allowing them only to search based on the value of their one-week ownerships and limiting their trading power. But as a WorldMark owner, your exchange searches will always be based on the value of WorldMark’s entire inventory, giving you exchange power that is nothing short of magnifi cent!

• RCI’s vacation guides are available to direct you to a variety of resort destinations and give you information on the area you are interested in visiting. They have also been trained to know the WorldMark credit system.• Confi rm First is your key! It’s simple and unsurpassed. WorldMark’s partnership with RCI allows you to make a request without having to deposit (space bank) your time with RCI fi rst as most traditional owners must do. This means that no credits will be deducted from your account until you have actually been confi rmed for your exchange. • Once you have a confi rmed exchange, vacation credits equal to the “week” you have confi rmed are deducted from your WorldMark account. The current number of credits required are listed on the credit grid below.

*These exchange values are subject to change to change at the discretion of the club.

Credit Exchange Values for RCI Weeks*

RED SEASON(HIGH)

WHITE SEASON(MID)

BLUE SEASON (LOW)

Studio 8,000 6,000 4,000

1 Bedroom 9,000 7,000 5,000

2 Bedroom 10,000 8,000 6,000

3 Bedroom 12,000 9,000 7,000

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Basics for Making Exchange Requests• Before calling RCI to request your exchange, browse through the RCI Community Guide and decide where you want to go, when you want to travel, and what size unit you need. Do some dreaming!• Exchanges are done “like for like” (i.e. Red Season for Red Season). Then, depending on the season and unit size you deposited, you may travel in the same or lower season and stay in the same or smaller unit. The same is true of Confi rm First requests. The big difference is that, if it’s available, you can confi rm the unit you want without having to deposit your week fi rst (“space bank”). RCI Week exchanges can be requested as much as two years in advance.• Keep in mind the number of people in your party and be mindful of occupancy limits. Also, when looking at resorts in the RCI Guide you will notice that occupancy is shown as 4/2, 4/4, 6/4 or like combinations. The fi rst number is the maximum number of occupants allowed; the second is how many the unit will provide privacy for. (“Privacy” means having access to a bathroom without having to walk through someone else’s sleeping area.)

The following must be in place for all RCI Weeks exchanges:• Your subscription must be current at the time of your exchange request and paid through your time of travel. The current subscription fee is $89 (USD) and $106 (CAN) for domestic exchanges. (Owners who purchased from an authorized Trendwest sales offi ce after 10/1/04 received their fi rst year’s membership with RCI free as our way of thanking you. You will be responsible for keeping it current if you choose to use the exchange system).• RCI Weeks exchanges are all done in increments of seven nights (one week), normally Saturday to Saturday though some resorts will vary offering Friday/Friday or Sunday/Sunday check-ins.• Call the RCI/WorldMark service line directly at 1-800-585-4833 (U.S. and Canadian owners).• Have your credit card handy for the exchange fees: Domestic Exchange Fee $149 (USD) $177 (CAN) International Exchange Fee $189 (USD) $224 (CAN)• If your request is not available at the time of your fi rst call, pay the exchange fee to place yourself on “Continuous Search” (RCI’s waitlist). RCI will contact you via e-mail, mail or telephone when your request is matched.• If at any time you change your mind, you can cancel the search and request a refund of the exchange fee to your credit card.• Guest Certifi cates may be purchased for an additional $49 (USD) or $58 (CAN). This gives you the option to giving your exchange week to someone else.• When using WorldMark credits for RCI Weeks exchanges, there may be a housekeeping fee associated with your credit use on your exchange confi rmation. Remember that WorldMark has a housekeeping fee associated with credit reservations. If there is a fee, WorldMark will notify you. The fees are the same as those listed under the vacation credits section on page 3.

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Unique To Confi rm First Exchanges – RCI Weeks ExchangesThe power of Confi rm First is unequaled. Unlike a traditional timeshare when a single week in a specifi c season from a specifi c resort and size unit is used to match a trade, Confi rm First has the collective trading power of the entire WorldMark system.

• You can make a request without depositing. If possible ask for a geographic area rather than specifying a particular resort.• Specify where you are traveling, when (note if Red, White or Blue Season) and what size unit you need.• Only the number of credits that corresponds to the time confi rmed will be deducted from your WorldMark account, but NOT until you have a confi rmed exchange.• You may cancel your search at any time and your credits remain in your WorldMark account.• Have your credit card ready for the Exchange Fee. Paying the Exchange Fee now puts you on “continuous search” (or waitlist) should your requested exchange not be available the day of your initial call. Current exchanges fees are: Domestic Exchanges $149 (USD) $177 (CAN) International Exchange Fee $189 (USD) $224 (CAN)• RCI sends WorldMark a report of all exchange activity on a weekly basis. Your exchange will show up on the report for the week you confi rmed. Once WorldMark receives this report, the appropriate numbers of credits will be deducted from your WorldMark account.

RCI Instant Exchange• Instant Exchanges can be made if your request is placed and confi rmed 45 days or less in advance of your travel dates. • With an Instant Exchange, you use 4,000 credits for your exchange, regardless of the season or size of unit you confi rm. All Instant Exchanges are done with RCI Weeks.• It is possible to get a Red (high season) Week for only 4,000 credits! RCI allows you to do this because time still available at 45 days or less might not get booked otherwise.• Be as fl exible with your request as possible. Asking what is available in the area will give you a much better opportunity to get what you want than specifying only a certain resort or size unit in that area.• Instant Exchanges are not waitlisted (searched). To do an Instant Exchange, you have to call back if it’s not available at the time of your fi rst call.• Best tip – be tenacious!

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• WorldMark will deduct the credits from your WorldMark account once your Instant Exchange request is confi rmed based on the following grid:

*These exchange values are subject to change at the discretion of the club.

RCI DepositAt times it is to your benefi t to deposit a week into the RCI Weeks system. If you have two or more year’s worth of credits in your account, consider Depositing (Space Banking). By having a WorldMark Vacation Counselor convert your credits to weeks and depositing them into RCI, you have protected (saved) your credits and extended the timeline in which to use them by two years. To deposit a week, do the following:

STEP 1• Browse through the RCI Guide and when you are ready...• Call WorldMark’s Vacation Planning Center at 1-800-457-0103 and give them an idea of where you are thinking of traveling, when you are thinking of traveling (Red, White or Blue Season), what unit size you think you will need and your RCI membership number.• A WorldMark Vacation Counselor will deposit a week with the highest trading value directly into your RCI account.• The credits for the week you are depositing will immediately be deducted from your WorldMark account (prior to confi rmation). Once the week is deposited into RCI, it must be used to travel in the RCI system. The week (credits) cannot be brought back into your WorldMark account later nor can it be changed or modifi ed once deposited.• Remember that your trading power is based on the single ‘week’ deposited. The further in advance you make the deposit the better your trading power. You’ll see by the following graphic just how powerful using Confi rm First rather than depositing a week is.

STEP 2• You will receive an acknowledgement card or letter from RCI confi rming that WorldMark made the deposit based on the season you want to travel in and the size unit you want. • You’ll notice that a specifi c week and WorldMark resort was given to RCI. You are trading against this single week. The resort location and specifi c date of the week deposited have nothing to do with where or when you will actually be traveling.• The actual date of the week deposited determines the two-year window you have in which to make your exchange request and complete your travel plans, not the date on which you called to request the deposit.

Credit Exchange Values for RCI Weeks*

RED SEASON(HIGH)

WHITE SEASON(MID)

BLUE SEASON(LOW)

Studio 8,000 6,000 4,000

1 Bedroom 9,000 7,000 5,000

2 Bedroom 10,000 8,000 6,000

3 Bedroom 12,000 9,000 7,000

Instant Exchange 4,000 4,000 4,000

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STEP 3• When you are ready to make an exchange request using your deposited week, call the RCI hotline directly at 1-800-585-4833 or do an on-line search. Pay the exchange fee at that time to go on a continuous search (or waitlist) if your request is not available at that time.

Depositing and Instant Exchanges If you deposited a Blue Week, an Instant Exchange can be request 45 days or less in advance of your travel dates. With your week already deposited with RCI, it is occasionally possible to confi rm something further than 45 days out in exchange for your banked week and also possible to get something of greater value (depending on what you banked). It’s to your benefi t to simply ask “What will my week draw?”

Trading Power of Confirm First CONFIRM FIRST

Red Week deposited (banked) 13 months out

Red Week deposited less than 13 months out

White Week deposited 13 months out

White Week deposited less than 13 months out

Blue Week deposited 13 months out

Blue Week deposited less than 13 months out

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RCI Cancellations1. After confi rming an exchange, you may still receive a full refund of the exchange fee if you cancel within 24 hours of booking. 2. If you cancel 60 days or more in advance of your actual travel dates, your exchange fee will be credited to your RCI account or credit card (if requested) minus a $109 (USD) or $143 (CAN) cancellation fee.3. Exchanges canceled LESS THAN 60 DAYS prior to your travel dates receive NO refund of the exchange fee. However…4. Exchanges made via Confi rm First, allows the re-deposit of credits into your WorldMark account when canceled 21 days or more in advance.5. Any WorldMark housekeeping fee charged for an exchange will be credited to your account if the exchange is canceled within normal cancellation guidelines.6. An exchange booked against a deposited week, when canceled, remains in your RCI account.

RCI Web SiteVisit www.rci.com for various information on RCI offerings.

RCI Extras1. Bonus Vacations – No credits needed for a week-long stay—you simply buy a vacation. Rates and locations will vary; most start at $199 (USD). Check out the specials in the RCI Endless Vacations magazine, talk with an RCI guide or visit www.rci.com.2. Bonus Breaks – Getaways for as little as three days starting at $169 (USD); rates, locations and length of stay will vary. Check out the RCI Endless Vacations magazine, or talk with an RCI guide for more information, or look for these bargains on the Web at www.rci.com

23

II's World of Exchanges

WorldMark owners who purchased from certifi ed Trendwest sales locations between October 1, 2001, and Sep-tember 30, 2004, were enrolled in Interval International (II). While Trendwest no longer is affi liated with II, many owners are, and those owners can continue to use their WorldMark credits and their II memberships to exchange into hundreds of resorts around the world.

OverviewExchanges through II are simple to make. Just open your II resort directory, fl ip through the pages and fl y away!

1. Decide WHERE you want to go and WHAT size unit you will need. Now...2. Let your dreams carry you away and remember the magic combination of "THREE." Pick a minimum of three resort locations and one date or three dates and one resort. Then simply…3. Call the WorldMark/Interval International exclusive toll free line at 1-877-678-4400 and talk with an ex change advisor. You’ll fi nd them friendly, helpful, informative and ready to get you on your way. There’s just one thing left to do….4. Pack your bags!

Types of ExchangesThere are three types of exchanges through II:

• Request First (Recommended method)• Deposit First (Recommended ONLY if credits are expiring)• Flexchange (Greatest value)

Exchange RequestsChoose at least three resort locations and one date, two resorts and two dates or three dates and one resort, plus the size unit you will need.

All exchanges are done “like for like.” Credits charged are equal to what was confi rmed (season for season).

• Red for Red (High Season)• Yellow for White (Mid Season)• Green for Blue (Low Season)

ProcedureTo make all exchange requests (e.g., “Re quest First,” “Flexchange,” or “Deposit First”):

1. Have your II membership number ready.2. Call the exclusive WorldMark/II toll-free line directly at 1-877-678-4400 for U.S. and Canadian owners.3. II membership fee must be current at the time of your exchange request and paid through your travel dates (weeks). The current subscription fee is $84 (USD) annually for North American residents (U.S. and Canadian owners).4. For North American residents, the current domestic exchange fee is $129 per week (USD) and $149 per week (USD) for an international exchange.

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5. All exchanges are done in increments of seven nights (one week), with check-in usually on Saturdays. However, this may vary at some resorts—check with your II vacation advisor.6. The exchange fee must be paid at time of confi rmation.7. In the event that your request is not immediately confi rmed, it is recommended that you pay the exchange fee at the time of your exchange request. This allows II to submit a “PENDING REQUEST” (waitlist) on your behalf. Your exchange will then be “auto confi rmed” when a match is found.8. At any time prior to confi rming an exchange, you may cancel your search and request a refund of the exchange fee to your credit card.9. Guest Certifi cates may be purchased for an additional $39 (USD) over the exchange fee. This allows you the option of giving your exchange week to someone else.10. If your annual membership fee to II is not renewed within 90 days of expiration—a $200 (USD) re-enrollment fee may be charged to reinstate membership.

Confi rming Your Exchange• Most II exchanges are “auto confi rmed” based on the three resorts and one date, two resorts and two dates or three dates and one resort request information you gave at the time of your request and are non-cancelable.• A fourth location, naming a region rather than a resort, may be given. In this case, II will call you when a match is found in the region and offer you the exchange week. You will have one hour to decide whether or not you wish to confi rm the exchange. If you do not get back to II, the exchange will be canceled.• Credits deducted from your WorldMark account are based on the following exchange grid:

*These exchange values are subject to change at any time at the discretion of the club.

Request First• Request First is the recommended method for confi rming an exchange with II. It is a pow er ful tool for WorldMark owners that allows you to search and confi rm a reservation before a single credit is deducted from your WorldMark account! Unlike a traditional timeshare—where a single week in a specifi c season at a specifi c resort is used to match a trade—Re quest First has the collective trading power of the entire WorldMark system.• Specify three resorts (or more) and one date, two resorts and two dates or three dates (or more) and one resort and what size unit you need when making your request. Note whether dates chosen fall in Red, Yellow or Green Season—this dictates how many credits will be de duct ed from your WorldMark account. II will “AUTO CONFIRM” if one of the dates or locations given is an exact match.• Have your credit card number ready for the exchange fee.

Credit Exchange Value Per Week For II*

RED SEASON (HIGH)

YELLOW SEASON(MID)

GREEN SEASON(LOW)

Studio 8,000 6,000 4,000

1 Bedroom 9,000 7,000 5,000

2 Bedroom 10,000 8,000 6,000

3 Bedroom 12,000 9,000 7,000

25

• Only the number of credits that corresponds to the week (Red, Yellow or Green) requested will be taken out of your WorldMark account, and only when your request is con fi rmed.• In the event that a match is not found, pay the exchange fee now – it puts you in Pending Request status (waitlist). A Pending Request has priority for inventory. The current ex change fee is $129 (USD) for a domestic exchange, and $149 (USD) for an international exchange.• Once you have confi rmed an exchange, II sends a report to WorldMark of all exchange activity; this is when the appropriate number of credits will be deducted from your WorldMark account for the exchange week. • Cancel your request at any time prior to confi rmation and your credits remain in your WorldMark account and you will get your exchange fee back.

Last Minute Exchanges – Flexchange• Flexchange – An exchange that is requested and confi rmed 59 days or less in advance of your travel dates.• Flexchange exchanges will only use 4,000 credits for your exchange, regardless of the season or size unit confi rmed.• It is possible to get a Red (high season) Week for 4,000 credits! II allows this because 59 days or less in advance this space might still be available.• Be as fl exible with your dates and resort locations as you can when you make your re quest. Ask “What do you have available?” rather than specifying a particular resort or being set on a certain date.• A Pending Request (waitlist) CANNOT be submitted for Flexchanges. If it’s not available at the time you call, you need to call back.• WorldMark will deduct 4,000 credits from your WorldMark account once your Flexchange request is confi rmed. • Call the Flexchange line at 1-800-722-1747 for a pre-recorded list of resorts available. You can press “0” to be forwarded directly to an II counselor. Or call the II/WorldMark toll-free hotline at 1-877-678-4400 when you are ready to book a Flexchange.

*These exchange values are subject to change at any time at the discretion of the club.

Credit Exchange Value Per Week For II*

RED SEASON (HIGH)

YELLOW SEASON(MID)

GREEN SEASON(LOW)

Studio 8,000 6,000 4,000

1 Bedroom 9,000 7,000 5,000

2 Bedroom 10,000 8,000 6,000

3 Bedroom 12,000 9,000 7,000

FLEXCHANGE 4,000 4,000 4,000

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Vacation Banking — Deposit FirstIf you have credits in your WorldMark account that are ready to expire, you should consider Vacation Banking (a.k.a. II's "Deposit First"). By having a WorldMark Vacation Counselor convert your credits to weeks and bank-ing them with II, you have protected (saved) your credits and extended the timeline in which to use them by two years. To Deposit First, do the following:

STEP 1• Call WorldMark’s Vacation Planning Center at 1-800-457-0103 and give them an idea where you are thinking of traveling, when you are thinking of traveling (II's Red, Yellow or Green Season) and what size unit you think you will need, along with your II membership number.• Based on the information you provide, the Vacation Counselor will bank a week directly into your personal II account.• Credits for the week you are banking will be immediately deducted from your WorldMark account (prior to exchange confi rmation). Once banked, the week (credits) cannot be brought back into your WorldMark account, and you must travel within the II system sometime within the next two years.

STEP 2• You will receive an acknowledgment postcard from II confi rming that WorldMark banked a week based on the season you want to travel and the size unit you want. Please note that a specifi c week and WorldMark resort was given to II. The resort lo ca tion and specifi c week banked have nothing to do with where or when you will ac tu al ly be traveling. Unlike Request First that trades against the collective power of the club, your trading power is based on the specifi c week and resort that is deposited.• The date of the week banked determines the two year window you have in which to make your exchange request and travel.

STEP 3• When you are ready to make an exchange, call the II/WorldMark exclusive toll-free line directly at 1-877-678-4400. Pay the exchange fee at the time of your request to start a Pending Request (waitlist) if your request is not available that day. II will "auto confi rm" your request when an exact match (exchange) is found.

Interval International's Cancellation Policy• You have 24 hours to cancel your II exchange with no penalty. After 24 hours, your exchange is non-can cel able and non-refundable.• However, if your check-in date is within the next seven days, you may not cancel your exchange at all, regardless of when you confi rmed it.• Canceling an exchange after it has been confi rmed will result in the loss of your exchange fee, but you will be issued a certifi cate (“comp week”), or• If canceled 60 days or MORE in advance of your arrival date, II will deposit a “comp week” in your account that is comparable to the week you con fi rmed (Red, Yellow or Green and size unit), that you canceled. This “comp week” can be used (confi rmed) anytime within one year of the date of cancellation.• If canceled 59-days or less prior to your arrival date, you will be given a Flexchange Bonus Week that is good for one year and must be redeemed 60 days or less of your desired travel date. A Flexchange Bonus Week is the equivalent of an off-season week.

27

Glossary of Terms

CONFIRMATIONS Vacation Confi rmation: The document owners receive via U.S. mail whenever they make a WorldMark resort res-ervation. A reservation confi rmation at one of WorldMark’s resorts includes: date of check-in, checkout, number of credits used, vacation credit balance, cancellation date and other pertinent information. A confi rmation will also be received whenever using credits for merchandise in the WorldMark retail Web site.

E-booking Confi rmation: A vacation confi rmation for reservations made via e-booking that will be e-mailed to you rather than mailed to your home.Exchange Confi rmation: Resort exchange confi rmation sent from RCI via mail or electronically that includes date of check-in, checkout, phone information, size unit, occupancy and basic amenities offered at or near the resort.

CREDITS AND TYPES OF WORLDMARK OWNERSHIPSBonus/Matching Credits: One-time-use credits awarded to an owner as an incentive from Trendwest from a variety of sources such as the Friends First program, upgrades, or sales that are good for one year from date entered into owner’s account. FAX Credits: Owner credits that are given up for Adventure Club offerings. FAX credits are available for owners to purchase and are one-time-use credits.Trade Credits: One-time-use credits awarded to a WorldMark owner in lieu of banking a qualifying traditional timeshare week that is acceptable with our exchange partner, RCI, via the Trendwest Exchange Plus Program. Some programs do not qualify. Trade credits are good for one year from the date of the actual week banked. Trade credits may also be awarded to Residence Club owners for trading their fractional unit into WorldMark.Vacation Credits Owned: The total number of vacation credits originally purchased or later upgraded to, that are deposited into your account on an annual basis.Vacation Credits Available: The total number of vacation credits available to use in an owner’s account, whether saved or borrowed. Premier Ownership: Owner owns vacation credits in perpetuity and includes the use of Bonus Time. Standard Ownership: Owner owns vacation credits for 40 years only and does not include the use of Bonus Time.

DEPOSITS Credit Card Imprint: Credit card imprint or cash deposit may be required for miscellaneous room charges at some WorldMark resorts where services may be charged to your room, and at most of the WorldMark associate and affi liate resorts or hotels. Exchange Deposits: Some exchange resorts require the payment of a security deposit, a utilities surcharge, and/or special services fee. Ask RCI for more information or contact the exchange resort directly for more information regarding any listed fees.

EXCHANGE OPPORTUNITIESAdventure Club: Accommodations, tours, cruises, event tickets and other packages for a variety of vacation experiences offered outside the WorldMark network of resorts that allows owners to use their credits for payment. All events are offered by Trendwest and provided exclusively for WorldMark owners as a program enhancement for club owners, their family and friends. All offerings are subject to fees, change and discontinuation at Trendwest’s sole discretion. Associate Program: Associate agreements with various hotels or resort destinations in metropolitan or high-demand areas giving WorldMark Owners an opportunity for city travel in addition to the WorldMark resort network.

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Affi liate Resorts: Resorts with a reciprocal use agreement that allows WorldMark owners to book reservations into their properties. Current affi liate resorts are WorldMark South Pacifi c and Fairfi eld Resorts. Affi liate resorts also include the Trendwest Residence Club properties: Seaside, Oregon; Depoe Bay, Oregon; and South Shore Tahoe, Nevada.Direct Exchange: Exchange outside the WorldMark network without being a member of our exchange partner. These reservations are made directly with WorldMark for a variety of resort destinations on a week for week basis.Exchange: Allows an owner to exchange their WorldMark credits for exchanges around the world on a week for weekly basis. Using our exchange partner RCI, TW Direct Exchanges, or one of the Adventure Club’s tour packages.RCI Confi rm First: Allows an owner to make a request or look for availability without having to make a deposit fi rst. Confi rm First gives you the collective trading power of the entire WorldMark network when exchanging with our exchange partner RCI. Preferred method for doing an exchange.RCI Deposits: The process of “depositing”(space banking) credits (weeks) with our exchange partner, RCI, to extend the life of an owner’s credits. Often referred to as “space banking.” Suggested method of exchanging when owner is losing credits.

ALL-INCLUSIVE EXCHANGE RESORTSMandatory: Required purchase of an all-inclusive package per person. Similar to cruise ships, you are paying for all your meals, drinks, and snacks. Some also include all activities provided by the resort such as boats, fi sh-ing, bicycles, court fees, etc. Check with resort for particulars. Available only at certain resorts affi liated with our exchange partner, RCI.Optional: Allows you to purchase all-inclusive packages that may include meals and activities, your choice of meals or activities, or none at all.

OCCUPANCYMaximum Occupancy Limit: The total number of people, including children, that may occupy a unit. Privacy: The term privacy simply means you have access to a bathroom without having to walk through someone else’s sleeping area. Used primarily by RCI, and at some WorldMark resorts.Private Occupancy Limit: Number of people a unit will occupy allowing for two people per separate sleeping area with private access (privacy) to a bathroom. Typically used by our exchange partner and shown as 4/2, 6/4, 6/6 or other combinations. First number indicates maximum allowed. Second number indicates privacy for that unit.

PUBLICATIONSDaily Vacation Credit Guide: Published annually for WorldMark owners as an update to the WorldMark Resort Directory. The DVCG includes basic resort amenities and features, and credit values for each resort and typically is included as in insert in the December or January issue of Destinations.Destinations: Monthly magazine published exclusively for WorldMark owners. Contains resort information, con-struction updates, Adventure Club information, specials, activities and program information, owner feedback and periodic owner contests.Endless Vacations: RCI exchange magazine that is published 6 times per year. The magazine includes exchange and resort information, specials, tips and travel stories.RCI Community Guide: RCI guidebook to adventures and exchanges within the RCI community of affi liated resorts. Published annually and mailed to owners who are current with their subscription fees with RCI.WorldMark Resort Directory: Published exclusively for owners at point of sales. The directory includes informa-tion on how to book reservations, amenities for each resort, credit values and seasons for each resort, outside op-portunities available within your club or through our Exchange Partner RCI, Club Guidelines and more.

29

TYPES OF RESERVATIONSBonus/Matching Credit: Reservation made using one-time use incentive credits that were awarded to an owner by Trendwest. Bonus Credits are good for one year.Bonus Time: Reservation made 14 days or less in advance that is purchased at the current rate of four cents times the nightly credit value with a minimum $20 a night fee.Credit: Any reservation using credits within the WorldMark resort network or an exchange made with RCI. Combination: Any reservation using a combination of credits and cash or Bonus Time and credits. Developer Specials: Reservation for inventory offered by Trendwest. Developer inventory, that has not been deeded to WorldMark yet and is made available to owners for booking on a space available basis. These specials are offered at the sole discretion of Trendwest for a short period of time. Typically offered at the minimum equivalent of Bonus Time rates or higher.Exotic Bonus Time: Reservation booked at specifi ed exotic locations outside of normal Bonus Time guidelines. Made 30 days or less in advance. FAX Credit: A reservation completed using the pool of credits created when owners gave up their credits for outside exchange opportunities. All FAX credits are booked according to normal credit usage guidelines, are cash transactions and are one-time-use credits.Fractional: Reservation made into a fractional unit (Trendwest Residence Club) that are sometimes available for owners to book through WorldMark. Grouped: Reservation made at more than one WorldMark resort. This type of reservation is made using credits to fulfi ll the seven-night required stay in Red Season, allowing you to book, for example, three nights at one resort and four nights at another resort or other combination of seven nights. A grouped reservation may also be made using Bonus Time for a maximum of four consecutive nights.Inventory Special: Specials offered by WorldMark at Bonus Time rates on a space available basis at select resorts where vacancy rates are high in an effort to fi ll these otherwise unused condominiums. Reservations can be made 30-60 days in advance or as advertised.One-Time-Use Credits: Credits awarded to an owner that were obtained from a variety of sources—for example, trade credits issued in exchange for an authorized traditional timeshare week or a week in a fractional Residence Club unit. Also includes credits given in return for referrals or sales.Only Space Available (OSA): Reservations made when no other inventory in the size unit you are requesting is available. Used most often to book Red Season further than 60 days in advance when the required one-week stay is not available, or booking a single Friday or Saturday night when both nights are not available to meet the “weekend only” rule. OSA requires you to book ALL of the nights that are available. Trade Credit: Reservation made using one-time-use credits that can be used in conjunction with vacation credits or alone for vacations and are good for one year from the actual date of the week banked.TOT: Transient Occupancy Tax collected at the time a reservation is booked for some resort stays as state, and local municipality laws require.

UNIT DESCRIPTIONSCompact: Size or confi guration of unit designed for lower occupancy (i.e., two-bedroom unit sleeps four, or one-bedroom units sleeps two). Units may have washer and dryer, common laundry facilities or no laundry. Chalet/Cabin/Cottage: These units are typically stand-alone individual buildings. Hotel: Typically located in urban areas, these units are smaller than WorldMark condominiums. Room confi gura-tions resemble hotel rooms with small seating areas. Unit amenities may be limited, with no washer/dryers. Studio: Studios have limited cooking facilities, with small or no dining area. Some offer washer and dryer in unit, common laundry facilities or no laundry. Suite: Suites are similar to a studio and generally offer limited or no dining area. These units may or may not offer higher occupancy, have washer and dryer in unit, common laundry facilities or no laundry.

30

Deluxe: Deluxe units indicate “something special.” The unit may be larger than a typical WorldMark unit, may have a better location within the resort or may have additional amenities. Does not provide for higher occupancy. Plus: Extra sleeping area provides for higher occupancy. Unit may have an extra sleeping area or two beds may be provided within the same room. Penthouse: Spacious units that are enhanced with special amenities such as china, crystal and silver. Most have ei-ther an indoor or outdoor spa. Some penthouses have a lower occupancy limits than typical WorldMark units with the same number of bedrooms. Penthouse units may also be located on any fl oor including the ground level.Full Kitchen: Includes normal refrigerator, sink, stove with oven, blender, microwave, dishwasher, coffee maker, and toaster. Cooking utensils and dishware provided for occupancy of the particular size unit reserved. Mini Kitchen: Includes same basic appliances as a full kitchen, but may be smaller than standard. Rather than a stove unit may only provide a two-burner cook top with no oven and/or a microwave only, or may not have a dishwasher. Partial or Kitchenette: Unit may have small refrigerator, microwave, coffee maker, dishware and/or disposable dishware. May or may not feature sink.No Kitchen: No cooking facility, but may have coffee maker and/or microwave only.Special Needs: Units equipped for guests with special needs are indicated by the presence of international acces-sibility symbol in the resort directory and Daily Credit Value Guide. These units may not be fully compliant with ADA standards but are usually wheelchair accessible. In the future, we will be adding additional icons and defi ni-tions to describe more accurately what we have always simply referred to as “special needs” units.For in-depth accessibility information on a per resort basis, visit www.worldmarktheclub.com/specialneeds. ADA Compliance Kits: At all WorldMark-managed properties, ADA compliance kits are available to owners upon request at the front desk of the resort. The kit includes an Access 3 alarm clock, bed shaker, visual smoke detector, door knock signaler and telephone amplifi er.

WEB SERVICESE-booking: WorldMark reservations made online at www.worldmarktheclub.com Owner must be registered and sign-in to be able to use this function.RCI Online Search: Register for the RCI community on line at www.rci.com.

31

WorldMark Vacant Night Grid

January—June 2004 Vacant Night Report (WorldMark North America Resorts)

RESORT JAN WeekEnd

FEB WeekEnd

MAR WeekEnd

APR WeekEnd

MAY WeekEnd

JUNE WeekEnd

Cascade Lodge 28 6 8 0 15 3 133 5 389 29 157 10Whistler Sundance 33 1 11 0 25 2 137 3 319 31 156 32The Canadian 272 21 272 14 91 12 34 7 21 3 5 2Victoria 1583 354 1388 207 799 89 58 7 101 16 14 4Birch Bay 1435 81 1102 2 572 4 459 0 1024 1 143 1Discovery Bay 462 5 177 0 68 1 6 0 55 0 4 0Ocean Shores 131 5 53 0 50 2 5 1 17 1 19 2Long Beach 135 9 87 0 35 0 18 2 86 0 5 2Lake Chelan 141 0 48 0 51 2 1 0 7 2 0 0Leavenworth 220 5 337 1 553 1 368 1 476 4 41 3

Seaside 2103 66 1310 0 454 5 229 12 1167 3 40 11Gleneden 546 15 162 0 26 0 13 1 67 4 11 4Depoe Bay 395 14 45 2 17 0 15 2 40 0 1 0Schooner Landing 38 2 21 3 2 0 1 0 3 0 3 2Eagle Crest 857 33 693 10 710 1 599 1 657 6 7 4Klamath Falls 1232 213 1443 219 913 102 869 141 1082 112 292 32

San Francisco 0 0 0 0 0 0 0 0 0 0 0 0Monterey Bay 3 1 6 2 2 0 2 0 0 0 7 2Windsor 2561 492 2197 262 1595 44 730 24 1437 20 1022 66Clear Lake 1322 159 1311 144 1024 73 590 23 791 11 127 11Reno 534 9 302 3 217 3 86 3 60 2 26 0Tahoe 53 7 81 2 246 0 270 5 394 4 31 7South Shore 36 5 21 2 60 2 74 1 77 4 4 1Angels Camp 3645 492 3034 196 3495 209 2204 240 2942 141 1569 48Bass Lake 629 19 610 4 567 8 90 8 18 0 8 0

Pismo Beach 7 5 0 0 5 0 4 1 0 0 3 0Dolphin's Cove 0 0 8 2 28 6 2 0 7 2 44 6Oceanside Harbor 471 4 209 10 25 2 21 9 13 4 10 4Rosarito 40 2 25 1 25 3 8 2 12 2 4 0Las Vegas 802 43 342 7 92 13 79 14 74 7 51 6Las Vegas Spencer St. 236 0 71 3 1 0 4 1 7 2 3 0Big Bear 618 7 793 5 951 11 749 6 1158 4 412 6Palm Springs 9 1 2 0 2 0 10 3 20 2 24 9

Cabo 240 81 111 38 112 32 321 111 284 108 351 111Kauai 47 18 35 4 41 11 124 36 66 20 163 56Maui-Valley Isle 18 6 0 0 22 5 26 3 9 2 14 3Maui-Kihei 179 62 50 11 134 36 245 65 145 33 276 79Kona 73 36 18 7 38 5 153 46 66 14 91 13Fiji 1004 283 862 201 648 114 474 91 210 39 135 22

Coeur d' Alene 413 19 488 26 195 1 181 3 68 0 1 0McCall 6 1 1 0 6 0 101 1 33 1 6 2Bear Lake 288 10 239 3 135 0 218 2 110 1 15 3Wolf Creek 871 24 728 1 786 2 624 3 727 2 86 2St. George 378 1 94 4 60 2 1 1 21 0 3 0Bison Ranch 869 258 870 188 648 176 469 138 743 146 287 46Pinetop 1302 293 970 105 939 156 990 276 1046 235 421 86Vistoso 462 102 18 1 3 2 230 73 1228 232 1416 355

Estes Park 0 0 0 0 0 0 0 0 0 0 0 0Steamboat Springs 51 7 34 7 39 5 317 31 274 28 20 5Grand Lake 0 0 0 0 0 0 18 18 764 193 1420 320Lake of the Ozarks 1654 509 1520 366 1412 298 1215 288 938 206 416 53Branson 2204 691 1800 362 1192 209 782 166 607 155 166 60Galena 1432 414 1296 255 1450 345 1322 363 1260 326 1055 284Orlando 35 12 19 9 35 8 29 18 27 11 30 6Ocean Walk 0 0 0 0 0 0 0 0 0 0 0 0

Total US Resorts 32,103 4,903 25,322 2,689 20,611 2,005 15,708 2,256 21,147 2,169 10,615 1,781

• Numbers listed under each MONTH are total units vacant for that particular month.• The column next to month marked WEEK END shows how many nights out of the monthly total were actual vacant week end nights.

32

January—June 2004 Vacant Night Report (South Pacifi c Resorts)

RESORT JAN WeekEnd

FEB WeekEnd

MAR WeekEnd

APR WeekEnd

MAY WeekEnd

JUNE WeekEnd

Ballarat 179 44 450 102 368 69 259 57 345 60 628 140Calypso Plaza 21 4 41 19 33 24 53 4 53 40 100 34Cape Schanck 56 13 271 22 206 44 159 21 192 31 347 70Denarau Island 65 17 239 59 169 16 59 6 35 9 5 3Flynn's Beach 0 0 0 0 0 0 0 0 0 0 0 0Golden Beach 67 3 428 8 616 19 274 28 123 7 273 11Coffs Harbour 2 1 1 0 5 0 1 0 17 2 15 1Kirra Beach 1 0 155 5 405 10 210 34 352 11 603 47Pokolbin Hill 29 3 204 4 236 0 108 9 224 3 168 2Port Macquarie 4 0 12 0 11 1 4 0 14 3 30 3Port Stephens 5 1 0 0 23 0 11 1 91 4 28 0Trinity Links 92 43 235 52 175 48 186 68 64 32 41 5

Total SP Resorts 521 129 2036 271 2247 231 1324 228 1510 202 2238 316

• Numbers listed under each MONTH are total units vacant for that particular month.• The column next to month marked WEEK END shows how many nights out of the monthly total were actual vacant week end nights.

33

July—December 2004 Vacant Night Report (WorldMark North America Resorts)

• Numbers listed under each MONTH are total units vacant for that particular month.• The column next to month marked WEEK END shows how many nights out of the monthly total were actual vacant week end nights.

RESORT

Cascade LodgeWhistler SundanceThe CanadianVictoriaBirch BayDiscovery BayOcean ShoresLong BeachLake ChelanLeavenworth

SeasideGlenedenDepoe BaySchooner LandingEagle CrestKlamath Falls

San FranciscoMonterey BayWindsorClear LakeRenoTahoeSouth ShoreAngels CampBass Lake

Pismo BeachDolphin's CoveOceanside HarborRosaritoLas VegasLas Vegas Spencer St.Big BearPalm Springs

CaboKauaiMaui-Valley IsleMaui-KiheiKonaFiji

Coeur d' AleneMcCallBear LakeWolf CreekSt. GeorgeBison RanchPinetopVistoso

Estes ParkSteamboat SpringsGrand LakeLake of the OzarksBransonGalenaOrlandoOcean Walk

Total US Resorts

JULY WeekEnd

AUG WeekEnd

SEPT WeekEnd

OCT WeekEnd

NOV WeekEnd

DEC WeekEnd

TOTAL WeekendTotal

5 1 7 2 67 10 206 5 362 10 21 2 1398 835 1 0 0 69 2 305 5 294 10 45 6 1399 931 0 7 1 15 4 29 2 37 2 99 5 883 739 2 22 4 21 6 194 42 735 73 526 65 5450 86920 7 10 1 23 2 546 7 1056 24 961 45 7351 1750 0 9 2 9 3 20 2 30 0 48 1 888 140 0 3 2 0 0 20 1 21 0 52 0 371 141 0 3 2 3 1 14 0 87 1 192 2 666 193 0 6 2 2 0 5 0 29 2 90 2 383 105 4 6 2 2 0 47 3 260 0 48 5 2363 29

62 16 38 7 60 18 365 6 706 10 1470 40 8004 1949 2 2 1 4 1 2 0 14 2 53 1 909 312 1 4 0 24 4 12 4 16 2 9 2 580 310 0 5 2 3 1 2 0 0 0 11 0 89 104 0 5 1 11 7 295 4 784 19 606 53 5228 1399 4 6 0 77 6 688 45 954 100 1045 206 8610 1,180

0 0 0 0 0 0 0 0 0 0 410 94 410 941 0 0 0 4 2 1 0 2 0 2 1 30 8

243 15 313 8 1842 79 2515 228 2768 180 3346 687 20569 2,10526 4 13 2 427 1 593 21 939 54 1155 220 8318 7237 1 13 4 13 0 205 1 269 3 425 2 2157 3113 3 7 2 39 0 401 7 514 0 147 2 2196 391 1 6 1 3 0 102 2 158 9 70 8 612 36

598 11 572 3 2869 80 3187 432 3347 325 2344 390 29806 2,56710 3 1 1 7 0 115 7 480 18 456 61 2991 129

3 1 1 0 4 0 0 0 11 1 9 2 47 106 1 10 2 6 2 8 2 1 0 1 0 121 239 4 10 3 38 9 47 9 335 9 443 6 1631 735 1 16 3 17 2 57 1 48 7 63 2 320 2642 5 61 9 106 15 82 4 117 6 537 14 2385 1435 2 4 0 7 0 3 1 55 3 128 1 524 1336 7 53 0 1435 30 1213 14 878 23 339 6 8635 1197 0 26 7 60 4 52 1 24 3 69 4 305 34

267 92 343 87 346 76 329 119 266 81 324 86 3294 1,02275 26 117 35 45 15 84 31 30 8 569 187 1396 4475 1 18 6 8 2 11 3 9 3 69 18 209 52

244 67 266 63 327 86 374 115 416 101 451 126 3107 84486 25 151 34 119 29 19 3 33 11 131 32 978 25566 17 56 14 90 24 155 55 504 106 656 164 4860 1,130

3 0 4 0 7 5 135 4 234 11 176 25 1905 940 0 0 0 5 0 13 0 34 1 11 1 216 73 0 6 0 61 0 164 5 229 9 192 8 1660 419 3 101 0 507 5 604 1 695 25 551 25 6289 932 0 32 0 13 0 25 1 367 0 386 51 1382 60

192 63 363 80 643 120 742 215 749 167 739 218 7314 1,815107 12 308 48 471 60 790 150 951 188 834 175 9129 1,7841114 297 1225 208 1426 240 791 161 703 102 615 166 9231 1,939

0 0 0 0 0 0 0 0 0 0 564 147 564 14724 8 5 0 11 0 87 8 172 7 84 17 1118 123

761 195 905 205 1330 240 1556 446 1653 418 1793 508 10200 2,54356 18 521 75 944 164 1040 228 1314 251 1744 479 12774 2,93534 14 598 109 348 43 542 125 584 60 1127 289 9984 2,283

810 227 783 173 1054 233 175 175 1071 221 1275 315 12983 3,33120 1 41 6 212 52 3 2 49 9 51 17 551 151

217 62 399 98 619 170 514 152 343 73 302 95 2394 650

5,242 1,225 7,481 1,315 15,853 1,853 19,484 2,855 25,737 2,748 27,864 5,084 227,167 30,883

WorldMark Vacant Night Grid

34

RESORT

BallaratCalypso PlazaCape SchanckDenarau IslandFlynn's BeachGolden BeachCoffs HarbourKirra BeachPokolbin HillPort MacquariePort StephensTrinity Links

Total SP Resorts

JULY WeekEnd

AUG WeekEnd

SEPT WeekEnd

OCT WeekEnd

NOV WeekEnd

DEC WeekEnd

TOTAL WeekendTotal

424 88 536 86 488 113 374 73 244 12 304 73 4599 91723 13 30 20 96 26 92 46 71 29 310 90 923 349

171 46 80 6 50 4 27 5 10 1 8 2 1577 26513 4 15 1 7 2 7 4 23 2 20 5 657 1280 0 89 12 54 1 171 16 297 34 56 20 667 83

229 12 518 17 281 13 254 11 94 3 22 6 3179 1380 0 6 0 21 0 4 0 1 1 0 0 73 5

446 35 771 43 323 13 153 12 87 2 13 4 3519 21677 3 199 2 173 5 108 1 87 3 78 14 1691 4919 2 106 3 66 2 81 11 28 3 3 2 378 308 0 7 0 20 0 26 0 18 1 5 1 242 811 0 22 8 37 18 86 25 223 38 256 84 1428 421

1421 203 2379 198 1616 197 1383 204 1183 129 1075 301 18933 2609

July—December 2004 Vacant Night Report (WorldMark South Pacifi c Resorts)

• Numbers listed under each MONTH are total units vacant for that particular month.• The column next to month marked WEEK END shows how many nights out of the monthly total were actual vacant week end nights.

35

WorldMark Unit Breakdown As of 1/28/2005

WorldMarkTotal

ResortTotal

Studio

1

Bedroom

2

Bedroom

2

Bdrm

Penthouse

3

Bedroom

3

Bdrm

Penthouse

4

Bdrm

Penthouse

Special Needs (these units are included in room size totals to the left)

Angels Camp 1998 200 200 68 111 3 14 4 2-2BDArrow Point 2000 41 100 22 17 2 NoneBass Lake 1996 61 62 61 2-2BD (North Shore)Bear Lake 1999 27 144 8 15 4 2-2BDBig Bear 1996 120 120 8 40 68 4 1-1BD, 2-2BDBirch Bay 1990 104 104 6 26 60 8 4 3-2BD, 1-3PHBison Ranch 2000 42 45 1 41 1-2BDBranson 2000 81 81 15 48 9 5 4 2-1BD, 2-2BD, 1-2PH, 1-3PHCamlin 2004 94 32 57 2 3 4-1BD, 1-2PHCascade Lodge 1997 42 162 42 5-1BDClear Lake 1997 88 88 6 32 43 2 5 1-STU, 1-1BD, 1-2BD, 1-3BDCoral Baja 1994 136 143 15 75 40 3 3 6-2BS, 2-3-BDDepoe Bay 1998 114 171 97 17 6-2BD, 2-3BDDiscovery Bay 1991 51 52 51 6-2BD *Dolphins Cove 2004 32 136 * * * Not assigned contact resortEagle Crest 1989 114 596 41 51 19 2-1BD, 1-2BDEstes Park 2004 29 29 12 5 12 1-3BD, more coming in phase IIFiji 1999 66 138 23 35 8 1-1BD, 2-2BDGalena 2003 55 69 27 21 7 3 - 1BDGleneden 1995 80 80 35 41 4 1-1BD, 2-2BD, 1-3BDGrand Lake 2003 63 63 7 16 24 16 2-3BDKapaa Shore 1991 49 81 32 17 NoneKihei 2001 200 200 20 60 100 20 6-1BD, 8-2BD, 2-3BDKona 1997 64 64 20 44 2-1BD, 2-2BD La Paloma 2000 37 353 37 1-2BDLake Chelan 1990 13 132 5 7 1 1-1BD, 1-2BDLake of Ozarks 2000 72 72 20 28 12 6 6 2-1BD, 2-2BD, 1-3BD, 1-3PHLas Vegas 2002 270 270 10 74 138 12 28 8 1-STU, 2-1BD, 2-2B, 1-2PH, 1-3BLV - Spencer St 1997 42 42 22 20 1-1BDMarina Dunes 1999 33 93 33 2-2BDMariner Village 1990 32 32 8 24 1-1BD, 1-2BDMcCall 2001 20 20 20 2-2BDNew Orleans 2005 68 268 44 24 2 unitsOceanside 2001 140 140 8 40 72 12 8 4-2BD, 1-3BD, 2-3PHOcean Walk, Daytona, FL 2004 28 711 4 16 8 4-2BDOrlando 2003 50 72 11 37 2 2-1BD, 6-2BDPalm Springs 1995 64 64 10 13 35 6 1-1BD, 1-2BDPark Village 1992 72 92 72 4-2BD Pinetop 1999 61 61 5 20 32 4 1-STU, 1-2BD, 1-3BDPismo Beach 1993 20 20 20 1-1BD Reno 2000 64 64 24 40 1-1BD, 1-2BDRunning Y 1996 95 177 37 45 1 7 5 3-2BD San Francisco 2004 88 88 40 48 4-STU, 1-1BD*Schooner L. 1997 13 42 * * NoneSeaside 2003 229 283 14 47 108 31 7 1-STU, 2-1BD, 1-3BD, 1-3BPHSouth Shore 2002 51 110 4 32 15 3-2B, 3-3BSt. George 2000 60 60 12 33 15 1-1BD, 1-2BD, 1-3BD, 1-3PHSteamboat 2000 35 66 20 14 1 1-1BD, 1-2BD Sundance 1992 25 43 10 9 6 NoneSurfside 1991 25 48 20 5 NoneTahoe I, II, III 1991 51 51 23 21 7 NoneThe Canadian 1999 43 212 21 22 1-1BD, 1-2BD Valley Isle 1989 14 120 2 6 6 NoneVictoria 2003 92 92 75 16 1 1-3B, 2-2B, 1-2BDPHVistoso 1999 111 111 11 28 56 10 6 1-STU, 1-1BD, 3-2BD, 1-3BD, 1-PHWindsor 2003 202 193 6 46 119 22 9 1-1BD, 2-2BD, 2-3BD, 1-3BDPH**Wolf Creek 1998 73 80 4 20 32 17 1-STU, 3-1BD, 2-2BD

4,246 7,210 292 1,246 2,160 49 357 66 6

6.88% 29.35% 50.87% 1.15% 8.41% 1.55% 0.14%

purchased of 1, 2 or 3 bedroom units

intervals purchased up to 9 units last revised 1.26.05

TOTALS

Resort First year in system

Unit Breakdown

*unit equivalent in various sizesbased on weekly intervals

** unit equivalent based on weekly

As a % of the units in the reservation system

]

WorldMark Unit Breakdown

36

WorldMark Club Guidelines

These WorldMark, The Club Guidelines amended and restated as of December 16, 2004, are the offi cial Club operating Rules. They have been established for the benefi t of all Owners of WorldMark, The Club (Club) Vacation Credits, pursuant to and subject to the WorldMark Vacation Ownership Program (Program) as described and established in the Declaration and Bylaws of the Club. If there is any confl ict between the Declaration or Bylaws, and the Guidelines; the Declaration, the Bylaws and then the Guidelines shall control, in that order.

SECTION A — DEFINITIONS

1. Owner, WorldMark Owner, Club Owner or Owner of Record shall mean any person who has signed a Vacation Owner Agreement for the purchase of WorldMark, The Club Vacation Credits. An Owner’s level of ownership and usage rights in The Club are determined by the number of vacation credits purchased. Being a family member of an Owner, or living in the same residence as an Owner, does not result in any Owner rights, and any usage by such persons shall be done under the Guest Guidelines. An Owner does not have any ownership and usage rights in WorldMark South Pacifi c except for usage rights in accordance with the Reciprocal Exchange Agreement (REA) between WorldMark, The Club and WorldMark South Pacifi c. All other terms in these Guidelines shall have the same meaning as set forth in the Declaration, unless the context otherwise requires. In the event of variations in Guidelines, reservations booked under the REA will be governed by the Guidelines of the Host Owner’s Club.

2. Guest is any person who is not an Owner and who is allowed overnight use of Club Property through the rights of an Owner, as may be allowed under the Club Guest Guidelines.

3. Daily Vacation Credit Values is a separate printed document constituting part of these Guidelines. This document is the schedule of how many Vacation Credits are required for staying in each Club Unit on a daily, weekly, and seasonal basis, and a schedule of the seasons assigned to each Unit. Red is for the high-demand period, White is for the mid-demand period and Blue is for the low-demand period.

4. Premier Vacation Credits are Vacation Credits that have a perpetual life and that include the use of Bonus Time. The usage value of these Vacation Credits renews annually on the fi rst day of the anniversary month of their purchase. These Vacation Credits are transferable, subject to the terms of the Vacation Owner Agreement.

5. Standard Vacation Credits are Vacation Credits that have a 40-year life and that do not include the use of Bonus Time. The usage value of these Vacation Credits renews annually on the fi rst day of the anniversary month of their purchase. These Vacation Credits are transferable, subject to the terms of the Vacation Owner Agreement.

6. Weekend Only Reservation is a two-night, Friday and Saturday night reservation. Any other combination of nights shall not be considered a Weekend Only reservation.

7. Vacation Credits Owned are the total number of Vacation Credits purchased, which are renewed annually.

8. Vacation Credits Available are the total number of Vacation Credits available for use in an Owner’s account, whether saved or borrowed. All other terms in these Guidelines shall have the same meaning as set forth in the Declaration, unless the context otherwise requires.

SECTION B — TYPES OF RESERVATIONS

1. Vacation Credit Reservations. Owners have the right to reserve time for occupancy in Club Units and under the terms of the REA to the extent allowed by the use of an Owner’s Vacation Credits, subject to these Guidelines and the availability of Units.

2. Bonus Time Reservations. Owners of Premier Vacation Credits have the right to reserve time for occupancy in the Club Units, subject to these Guidelines and the availability of Units by prepayment of the Bonus Time use fee. Club owners do not have any rights to reserve Bonus Time under the REA.

SECTION C — RESERVATIONS

1. Reservation Booking Order. Requests for reservations will be honored on a fi rst-come, fi rst-served basis by calling 1.800.457.0103 during regular Club business hours, which are currently Monday through Friday, 6:00 a.m. to 9:00 p.m., Saturday and Sunday, 6:00 a.m. to 5:00 p.m., or by fax to 425.498.3676. Reservations may also be made on-line daily between the hours of 6:00 a.m. and 11:00 p.m. All hours stated are PST/PDT.

37

2. Reservation Booking Method. It is recommended that all reservations be booked on-line or by telephone. Reservation requests by letter, fax, or e-mail will be accepted, but the Club will not be responsible for lost documents or timeliness of bookings.

3. Qualifi cation for Making a Reservation. Reservations may be made only by an Owner of Record, and only by using one’s own Vacation Credit account. The Club will not be responsible for confl icting reservations and cancellations of co-owners of Vacation Credits. If such confl ict occurs, the Club reserves the right to suspend any usage of the Owner account until the Owners have resolved their confl ict in writing to the Club, signed by both Owners.

4. Qualifi cation for Using a Club Unit. Only the Owners and Guests of Owners can use a Club Unit. No one under the age of 18 will be allowed to use a Club Unit without parental supervision.

5. Time Frame for Making a Reservation. Vacation Credit reservations may be made up to 13 months before the fi rst day of the reserved period, and may extend beyond 13 months if the stay is continuous and uninterrupted. Vacation Credit reservations under the REA may be made up to 11 months before the fi rst day of the reserved period, and may extend beyond 11 months if the stay is continuous and uninterrupted. Bonus Time reservations may be made up to 14 days before the fi rst day of the reservation period. When a Bonus Time reservation is for a Guest to occupy the Unit without the presence of the Owner for any days of the reserved period, then the reservation must not be made until fi ve (5) days before the fi rst day of the reserved period.

6. Unit Assignment. Units are assigned based on the time of reservation, not on the time of check-in. Assignments are determined by the computer system so that stay opportunities for all Owners are maximized. At some Resorts, Units with special features, such as views, may be ranked in the computer so that earlier reservations have priority of assignment. Any priority of assignment that might be given for special features is based on the time of the reservation, not on the time of check-in. Special requests can be accepted with medical documentation.

7. Last 48 Hour Exemptions. To provide Owners with maximum opportunity for usage and to minimize vacancies, any Club Units that have not been reserved at least 48 hours (two days) before use shall be open for reservations which will be exempt from the following Guidelines: Section C, No. 8: Length of Stay Requirements Section C, No. 10: Number of Vacation Credit Reservations Section C, No. 11: Number of Bonus Time Reservations

8. Length of Stay Requirements. There is a minimum seven-consecutive night stay, which may be split between two or more Resorts, required during Red season for any reservation booked more than 60 days before use. A seven night minimum stay that has been split between resorts will result in additional housekeeping fees at subsequent resorts. There is a two night minimum stay required on Weekend Only reservations when both Friday and Saturday night are available. There is a four-night maximum stay for each Bonus Time reservation, though a Bonus Time reservation may be combined with a Vacation Credit reservation, providing all Guidelines for making a Bonus Time reservation are met.

Exception to the Red Season Length of Stay Requirement. In the event that seven-consecutive nights are not available in the unit size requested, a reservation may be made for all the remaining nights in the respective unit size more than 60 days in advance of the use date, provided that all the available nights are booked.

9. Borrowing Vacation Credits. An Owner may, in their current anniversary year, use Vacation Credits from their following anniversary year.

10. Number of Vacation Credit Reservations. An Owner may have and use as many Vacation Credit reservations as may be possible with the number of Vacation Credits the Owner has available; provided that an Owner may have only one Weekend Only reservation at a time for each block of 5,000 Vacation Credits Owned.

11. Number of Bonus Time Reservations. An Owner may use as many Bonus Time reservations as possible within the following limitations. An Owner may have only one Bonus Time reservation until the reservation has been completed. If the Bonus Time vacation plan is to stay at more than one Club Resort, then the Owner may make the number of reservations needed, provided the combination of these reservations is for consecutive nights, and that the Bonus Time does not exceed four (4) nights. An Owner with 6,000 through 19,000 Vacation Credits may use only one Weekend Only Bonus Time reservation each calendar quarter. Owners with 20,000 through 29,000 Vacation Credits shall be entitled to two (2) Weekend Only reservations. One Weekend Only Bonus Time reservation shall be added for each additional block of 10,000 Vacation Credits owned by an Owner.

38

12. Guest Use. Any non-owner use, whether by rental or gift, is considered Guest usage by the defi nition given above in Section A.2. The Owner making the reservation is responsible for Guest behavior, charges resulting from Guest usage and Guest compliance with all applicable Club Guidelines and Restrictions. The Owner does not have to be present during Guest usage of Vacation Credits. However, the Owner does have to be present during the Guest usage of Bonus Time, unless the reservation is made no earlier than fi ve (5) days before the fi rst day of the reserved period. An Owner may charge a Guest for use of Vacation Credits in whatever amount the Owner chooses, but may charge Guests for Bonus Time usage in only the actual cost of Bonus Time. Owners shall not charge any fee in cases where rental is prohibited by local law or restriction, or in cases that the Club Board determines are not in the best interest of the Club.

13. Day Use Prohibited. Only those persons who are occupying Units may use Resort facilities, except that occupants may have daytime Guests within the occupancy limit allowed for the occupant’s Unit.

14. Bonus Time Fee. Use of Bonus Time shall be subject to the prepayment of a Bonus Time fee instead of any Vacation Credit or housekeeping charge. The amount of the fee shall be determined by the Club Board, and is currently four cents ($.04) per Vacation Credit that would be required under a Vacation Credit reservation, with a minimum of $20.00 USD for each night reserved.

15. Annual Housekeeping Fee. As provided in the Owner’s Vacation Owner Agreement, the Owner’s Vacation Credit use will be allowed one free housekeeping service each anniversary year for each block of 10,000 Vacation Credits owned. The free housekeeping service will occur at the end of the fi rst continuous Vacation Credit stay at one resort.

16. Additional Housekeeping Fees. Further Vacation Credit use in the same anniversary year shall be subject to a housekeeping fee per stay as may be determined by the Club Board. Housekeeping service occurs at the end of each continuous Vacation Credit stay at one resort.

17. Optional Housekeeping Service and Fees. During any stay, an Owner may obtain optional housekeeping services, at the noted fees, by contacting the front desk at the resort.

All Housekeeping fees are currently:

Studio Hotel* ................................$30Studio ...........................................$351 Bedroom Hotel* .........................$401 Bedroom ....................................$452 Bedroom Hotel* .........................$45

2 Bedroom ....................................$503 Bedroom ....................................$552 Bedroom Chalet .........................$553 Bedroom Chalet .........................$602 Bedroom Penthouse Hotel* ........$55

2 Bedroom Penthouse ...................$653 Bedroom Penthouse ...................$754 Bedroom Penthouse ...................$85

*NOTE: “Hotel” term indicates limited kitchen facilities. (All fees and taxes in U.S. dollars and shall be prepaid at the time of reservation.)

18. Civil Taxes. Owners are responsible for any civil taxes related to their usage of Club Units, such as sales tax or transient occupancy tax. Taxes shall be prepaid at the time of the reservation.

19. Confi rmation. All reservations must be confi rmed by the Club in writing or by fax, and a reservation number assigned before it is valid. This reservation confi rmation must be presented at the time of check-in at the Resort. The confi rmation will state the number of Vacation Credits charged for the reservation, and the Owner’s Vacation Credit balance for the remaining annual period. If a reservation confi rmation is not promptly received, the Owner should call the Vacation Planning Center. The Owner is responsible to verify correctness of the reservation upon receipt of the confi rmation and immediately notify the Club Vacation Planning Center of any errors. The Club does not guarantee any reservation other than that confi rmed on the printed confi rmation.

20. Cancellation. It is recommended that all cancellations be made on-line between 6:00 a.m. and 11:00 p.m. daily or by telephone by calling 1.800.457.0103. The Club will not be responsible for lost documents or timeliness of bookings when done by letter, fax, or e-mail. Owners may cancel reservations without penalty by giving written, telephone or fax notice within the following periods:

For Reservations Made No Later Than For Reservations Made No Later Than61 days to 13 months in advance 30 days before use 48 hours to 14 days in advance 48 hours before use15 days to 60 days in advance 10 days before use 0 hours to 48 hours in advance No cancellation

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If cancelled in less than the required number of days, the Owner will be charged the applicable number of Vacation Credits and/or Bonus Time fees for that use to the extent that other Owners cannot use the same period. After check-in, there is no refund of Credits or Bonus Time fees in the event of an early checkout regardless if another Owner occupies the remaining reserved period.

Cancellations must be received by calling 1.800.457.0103 during business hours Monday through Friday, 6 a.m. to 9 p.m., Saturdays and Sundays, 6 a.m. to 5 p.m., or by fax to 425.498.3676. These hours are subject to change, and notice is provided via the Owner newsletter publication.

There will be a 48-hour waiting period between a cancellation and a new reservation whenever the following occurs:

(1) The Owner is canceling a one-week reservation in red season and then requests to rebook the same reservation for less than a week within 60 days or less of occupancy;

(2) The Owner is canceling a Vacation Credit reservation and then requests to rebook that reservation as a Bonus Time reservation;

(3) The Owner is canceling a regular Bonus Time reservation and then requests to rebook that reservation as a Guest-only reservation within fi ve (5) days of use; or

(4) The Owner is requesting a revision to an existing reservation and the revised arrival date was not within the Guidelines on the original date of booking.

21. Delinquency. No reservation request will be confi rmed if you are delinquent in the payment of any amount owed to the Club under the Program or owed on your Ownership Agreement for purchase of Club Vacation Credits.

22. Unused Vacation Credits Carry Over. Vacation Credits that are unused at the end of an Anniversary Year will automatically carry over for use in the following year, and will expire at the end of that Year. Usage will be charged fi rst against any carryover Vacation Credits, and then against the current year’s Vacation Credits.

SECTION D — USING CLUB PROPERTIES

1. Registration. Generally check-in shall be 4:00 p.m. or later and shall require a confi rmation and ID, and checkout shall be 12:00 noon or earlier. Check-in/checkout times may vary from Resort to Resort. Confi rmation packets give notifi cation of these times for the particular Resort where the Owner has made a reservation.

2. Occupancy Limits. The number of persons, including children of any age, which may occupy a Unit is as follows:

Studio ........................................2 persons One Bedroom ............................4 persons Two Bedrooms ...........................6 persons Three Bedrooms .........................8 persons Two Bedroom Penthouse ............6 persons Three Bedroom Penthouse .........6 persons Four Bedroom Penthouse ...........8 persons

Other types of Units, such as a “suite”, a “deluxe”, or a “plus” will vary in occupancy limits from Resort to Resort. Vacation counselors will advise of these occupancy limits at the time of making the reservation. Club occupancy limits will be enforced. Owners checking into a Resort with more persons in their party than the reserved Unit occupancy limit will be given the opportunity to reserve a larger or additional Unit, if available, to reduce the number of persons in their party, or if necessary, to vacate.

3. Care of Units. The Owner is responsible for any damage or loss of furnishings that might occur during occupancy by an Owner or an Owner’s Guest.

4. Inventory. In each Unit there is an inventory list of major items. The occupant should report any missing items, or damage noticed in the assigned Unit to the Manager as soon as possible after check-in. During the four-hour maintenance period after each occupancy, an inspection of the Unit, its furnishings and equipment will be conducted.

5. Charges. Charges for any missing items, damage during occupancy, excessive cleaning requirement or charges for any unpaid services will be billed to the Owner. Nonpayment of such charges will be cause for suspension of reservation and occupancy privileges until paid in full.

40

6. Modifi cations. No structural changes, reorganization or removal of furniture, wall hangings, fl oor coverings, or redecorating of any type within the Units or other areas of the Property are permitted.

7. Specifi c Resort Rules. The Club may establish and post specifi c rules related to the orderly management of each Resort.

8. Conduct. Owners and Guests shall respect all other Owners and Guests as well as Club Property by reasonable behavior in respect to noise, usage of Resort facilities, and other matters relating to an orderly use of the Resort.

9. Animals. No animals or pets may be brought onto any of the Resort properties, including in any type of vehicle.

10. Barbecuing. Barbecuing may be done only in designated areas.

11. Clothes Drying. Towels, bathing suits and other items may not be left on patios or railings so as to be visible from other dwelling units or Common Areas.

12. Children. Parents are responsible for the conduct of their children. Children are expected to play and behave in a manner that does not create any undue disturbance to the vacation enjoyment of other Owners or cause damage to property. Children twelve years of age or younger cannot be left alone without the direct supervision of someone who is at least thirteen years of age or older.

13. Personal Property. Neither Club Management nor the Club are responsible for any belongings left by Owners or Guests. Owners or Guests are responsible for removing all non-Club personal property from the Unit prior to checkout. Except in areas that may be designated for such purpose by the Manager (for example, storage lockers), neither Owners nor Guests may keep personal property on the Resort other than in the Unit during occupancy.

14. Signs. No sign, advertisement, notice or other lettering shall be exhibited, displayed, inscribed, painted or affi xed to or on any part of the Property without written permission from the Club.

15. Failure to Vacate. If the Owner or Guest(s) fails to vacate a Unit by checkout time of the last day of the reserved period of occupancy, the Owner will be subject to the repayment of all costs incurred by the Club and other Owners, and other consequences.

SECTION E — ADMINISTRATION

1. Single Residence Ownership. Club ownership is designed for use by Owners who live in the same residence, and Owners who sign the same Vacation Owner Agreement must meet that requirement. This does not prohibit Guest usage by persons living in other residences.

2. Maintenance Period. The Club shall reserve seven (7) nights and days, not necessarily consecutive, during each calendar year as a maintenance period for each Unit during which period the Club shall maintain, refurbish and repair the Unit as necessary. The Club shall determine from time to time which days and nights will constitute the maintenance period for each Unit. No reservations for a Unit shall be accepted during this maintenance period.

3. Entry. The Manager has a pass key to all rooms. In case of emergency, the Manager or the Manager’s staff person may enter a Unit and shall notify occupant, as soon as reasonably possible, of the reason for such entry.

4. Renting by the Club. If it is in the best interest of the Club and in compliance with local laws and restrictions, the Club may rent Units to non-owners provided owner demand for a resort/unit is reasonably predictable and owner reservations assured. All proceeds from such rentals shall accrue to the Club.

5. Amendments. The Club Board may amend these guidelines from time to time in accordance with the Club’s Declaration and Bylaws. This can include the amendment of any fees or hours of operation listed in these Club Guidelines.

6. Violations. Failure to abide by these guidelines or the terms and conditions of the Program could result in temporary or permanent suspension of Owner rights and privileges.

7. Enforcement. The Resort Manager shall have full authority to implement these Club Guidelines and any local Resort rules. Vacation counselors shall have full authority to apply these Club Guidelines in the booking of reservations.

Revised 12/16/04

To help your friends experience the unforgettable vacation choices you enjoy, we created Friends First—exclusively for WorldMark® owners. Now everyone you care about can enjoy dream vacations year after year. And you can receive valuable Friends First bonus credits—giving you more vacation options than ever.

How you earn Friends First Bonus Credits:

Where will your bonus credits take you?Your Friends First bonus credits are good for one year from date of issue, and are just as fl exible as your annual credits. Redeem them during any season at any WorldMark resort, or use them for exchange programs or Adventure Club excursions.** There’s never been a better time to share the joy of WorldMark!

*Friends First bonus credits are good for one-time use only and must be booked within a year from the date they are deposited into your account. Due to state restrictions, Colorado, Arizona, Illinois and Nevada residents are limited in the number of credits they can earn. Oregon residents are subject to state registration requirements. For program conditions, please visit www.worldmarktheclub.com/friendsfi rst.

**Exchange opportunities, Adventure Club cruises, tours and events are subject to change and avail-ability. Exchange fees and taxes may apply.

Friend attends presentation

Friend joins WorldMark

Total Bonus Credits*

500 2,500 3,000

Friend attends presentation

with you

Friend joins WorldMark

Total Bonus Credits*

1,000 4,000 5,000

More credits, more vacations

Call Friends First at 877-77-FRIEND (877-773-7436)

www.worldmarktheclub.com/friendsfi rst

WorldMark Corporate Office9805 Willows RoadRedmond, WA 98052425-498-3500www.worldmarktheclub.com WM06001-0205