AMERICAN SKIING COMPANY
                               PHANTOM EQUITY PLAN


                  The American Skiing Company Phantom Equity Plan is hereby
amended effective as of January 1, 2005.

        1.        Section 2(p) is hereby amended to read in its entirety as
                  follows:

                  Valuation Event. (1) a sale or disposition of a significant
                  asset, or a series of sales or dispositions of significant
                  assets ( disregarding any sales or dispositions prior to
                  November 30, 2006), resulting in proceeds to the Company equal
                  to or greater than $300 million, as determined by the Board;
                  (2) a merger, consolidation or similar event of the Company
                  other than one (i) in which the Company is the surviving
                  entity or (ii) where no Change of Control has occurred; (3) a
                  public offering of equity securities by the Company that
                  yields net proceeds to the Company in excess of $50 million;
                  or (4) a Change of Control.

        2.        Section 5(b)(i) is hereby amended to read in its entirety as
                  follows:

                  (i) in the form of cash and shall be made as soon as
                  practicable, but in no event more than 30 days following a
                  Valuation Event, provided, however, that such time period may
                  be extended by up to an additional 30 days in the event that
                  the Board determines in good faith that the Total Equity Pool
                  Value may be more closely approximated by the Committee as a
                  result of such delay; and

        3.        Section 5(f) is hereby added to the plan to read in its
                  entirety as follows:

                  Expiration. If on the tenth anniversary of the Effective Date,
                  any Awards remain outstanding (by way of example, because a
                  Valuation Event has not occurred as of such date) such
                  Awards shall be canceled without consideration therefore, the
                  Award shall be null and void and the Plan shall expire.

        4.        All other provisions of the Plan shall remain unchanged and in
                  full force and effect.