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**Exhibit        10.2**

**SEPARATION        AGREEMENT AND MUTUAL GENERAL RELEASE **

**Martha        D. Rehm**
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**SUMMARY        OF RELEASE AND WAIVER OF CLAIMS**
**:        Please read the three immediately preceding paragraphs carefully and have        them        explained to you by your attorney. In summary, what the paragraphs say and        what        you, the EXECUTIVE, agree to do by executing this Agreement is to give up        your        right to pursue any legal claim that you might have against the Companies        and        related companies (including Vail Resorts Development Company, The Vail        Corporation and Vail Summit Resorts, Inc., Vail Resorts International, LLC),        their current and former, officers, directors, shareholders, agents, and/or        employees. It applies whether or not you are aware of the claims. It applies        to        claims that arose (meaning the important facts and occurrences which create        or        support the claim happened) at any time up to and including the time of your        execution of this Agreement. It does not apply to any claims that might arise        (meaning that the important facts or occurrences that create or support the        claim happen) after the date of execution of this Agreement. As stated above,        the release and waiver includes, but is not limited to, any and all claims        arising from your employment or your separation from employment with VAIL        RESORTS. Such claims would include claims of employment discrimination or        wrongful discharge and claims arising under any federal, state, and local        laws,        including, but not limited to, those listed by name above. Once you have        entered        into this Agreement, you will have agreed not to seek to bring those claims        in a        court or other forum at any time in the future. In effect, you are exchanging        your right to bring or pursue those claims, whether they are worth anything        or        not, for the actions to be taken for your benefit by VAIL RESORTS and other        promises in this Agreement.**

*ab        initio*

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| EXECUTIVE | VAIL                  RESORTS, INC. |
|-----------|-------------------------------------|
|      |                                |   |   |
| By:       | /s/                  Martha D. Rehm | By: | /s/                  Robert A.                  Katz         |
| Name:     | Martha                  D. Rehm     | Name: | Robert                  A. Katz |
|      |                                | Title: | Chief                  Executive Officer |
|      |                                |   |   |
| Date:     | December                  7, 2006   | Date: | December                  7, 2006 |

**AMENDMENT        NO. 1 TO **

**SEPARATION        AGREEMENT AND MUTUAL GENERAL RELEASE **

**Martha        D. Rehm**
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| EXECUTIVE | VAIL                  RESORTS, INC. |
|-----------|-------------------------------------|
|      |                                |   |   |
| By:       | /s/                  Martha D. Rehm | By: | /s/                  Robert A.                  Katz         |
| Name:     | Martha                  D. Rehm     | Name: | Robert                  A. Katz |
|      |                                | Title: | Chief                  Executive Officer |
|      |                                |   |   |
| Date:     | March                  9, 2007      | Date: | March                  9, 2007 |