It’s Great to be an Annual Passholder! Along with the ...

It's Great to be an Annual Passholder!

Along with the Annual Passholder website, the Annual Passholder newsletter Backstage Pass is the way our Annual Passholders get their official news about the Disneyland? Resort. Cast Members can pick up their very own copy of the newsletter where the Disneyland? Resort Line is normally available.

Enjoy this spring edition of Backstage Pass and you'll be up to speed on our Annual Passholder offers and discounts. Plus, by being "in the know" you'll be ready to share the info with Annual Passholders.

MAKING THE MOST OF YOUR PASSHOLDER MEMBERSHIP SPRING 2006

SPRINGTIME AT THE RESORT e AP PROFILE e BEST-KEPT DISNEY SECRET IMPORTANT DATES e SPOTLIGHT OFFERS e AP KIDS CORNER

SPRING HS AS prung

AT THE DISNEYLAND? RESORT

The magic is in full bloom everywhere you go!

Everyone agrees, the Disneyland? Resort has never looked better than it does right now during its 50th Anniversary. But as the biggest celebration in Disneyland? history kicks into high gear, things seem to be even more magical around here ? and that's saying something! The flowers seem to be a shade or two brighter. And even Main Street, U.S.A., appears more festive than usual. Is Mother Nature behind this subtle transformation? Well, partly. After all, springtime is her showcase season. But at the Happiest Place on Earth, nature gets a little help from the Resort's Horticulture and Resort Enhancement Cast Members.

From your very first glimpse of the 50th Anniversary floral design that welcomes you to Disneyland? Park, you know your senses are in for a real treat. And when you step under the archway and into Town Square, there's no mistaking where you are ? the wonderful sights, sounds and aromas of Disneyland? Park bring back a flood of golden memories. But next time you visit, take a moment to focus on the beautiful spring blooms that fill the square. Your efforts will be amply rewarded with a truly dazzling display of color.

"Town Square is definitely our big `boom' of color," said Sergio Quiroz, Horticulture Manager. And that boom echoes all the way down Main Street, U.S.A., in the form of brilliant hanging baskets (a touch brought back by Disneyland? Resort President Matt Ouimet), and beds of imported tulips and California-grown daffodils, and culminates in a ring of spring flowers

"TOWN SQUARE

IS DEFINITELY

OUR BIG `BOOM'

OF COLOR!"

- Sergio Quiroz

circling the "Partners" statue in the Central Plaza.

And if you sense something is different about the stores along Main Street, U.S.A., you're right! Observant APs will notice such subtle changes as springthemed sporting goods in the front window of Market House and nesting birds in the tree inside China Closet. "We even change out the artificial plants in Market House to species that are in bloom for this season of year," said Dawn Keehne, Resort Enhancement Manager.

Responsible for dressing all of Main Street's windows and store interiors, Dawn and her team

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It's shaping up to be a beautiful spring this year at the Disneyland? Resort!

Spring flowers, like this Disneyland? Rose, are in bloom throughout the Resort.

TWO DELICIOUS WAYS TO CELEBRATE THIS SPRING!

Make reservations now for Easter and Mother's Day Disney Dining events.

This spring, two of our most popular annual Disney Dining events return to the Disneyland? Hotel.

On Easter Sunday, April 16, you can take a magical journey to the other side of the looking glass with the "Alice in Wonderland Easter Basket Buffet." In addition to an incredible spread of brunch favorites, you and your family can take part in fun activities and have your photo taken with Alice and her Disney Character friends.

Then on Sunday, May 11, you can treat your mom to "Disney's Royal Buffet for Mother's Day." This popular annual event features a regal feast and Disney-style entertainment fit for a queen!

The price for each dining event is $57 per adult, $14.50 per child (ages 3 to 11). Children under 3 are free. Remember, if you're a Premium Passholder, you'll enjoy a 15% discount on event admission. Times fill up quickly, so make your reservations today by calling (714) 781-DINE. Priority Seating arrangements, if available, can be made up to 60 days in advance.

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also work their Disney magic on Marceline's Confectionery in the Downtown Disney? District. Just as in the parks, Marceline's will begin with a Valentine's Day theme, which will give way to an Easter theme, and then a more general floral theme as summer approaches.

As you can see, there's going to be plenty to look at this spring here at the Disneyland? Resort. But if you want to indulge the rest of your senses, no worries, we've got that covered too. Check out our list of the "Top 5 Springtime Things To Do At The Disneyland? Resort" on the back cover. Then spring on over and discover a few favorites of your own to add to the list!

Important Dates

MARCH

3/1 ? Playhouse Disney Online Spotlight Offer Begins (see page 6 for details)

3/1 ?Special Anne Geddes Bookmark offer begins

3/7 ?New Dining Series pin available (see page 6 for

details)

3/12 ? AP Exclusive pin release featuring "Great Moments with Mr.

Lincoln"

3/24 - 26 ? Walt Disney Classics Collection "Paradise on Earth" Sculpture Event

APRIL

4/1 ? Yamabuki Spotlight Offer Begins (see page 7 for

details)

4/16 ? AP Exclusive pin release featuring Mark Twain Riverboat

4/16 ? "Alice in Wonderland Easter Basket Buffet" at the Disneyland? Hotel

4/30 ? Disney Vacation Club 15% discount ends

COMING SOON!

5/11 ? Disney's Royal Buffet for Mother's Day

FOR MORE INFORMATION VISIT ap

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Even some APs don't know this

You can save 15% on a

Disney Vacation Club membership!

Whether it's the history of the Disneyland? Monorail or the inner-workings of the Matterhorn Bobsleds, APs love a good Disney secret more than anyone. But do you know the best-kept Disney secret of all? The one that provides you with a unique opportunity to secure decades of future vacations at today's prices ? and even enjoy a special 15% AP discount? Then you should know about Disney Vacation Club!

Since 1991, Disney Vacation Club has grown to serve more than 95,000 member families from over 85 countries. Here's how it works. You and your family

become members by purchasing a real estate interest in Disney's Saratoga Springs Resort. As members, you're entitled to an annual allotment

of Vacation Points that you can use to book vacations at participating Disney Resorts around the world ? as well as at over 500 other destinations worldwide. From weekend getaways at mountain ski lodges, to family reunions at the Disneyland? Resort, to travels to Asia, Australia, and Hawaii, Disney Vacation Club members know their vacation dreams will come true!

Most current members learned about the program while in Florida enjoying a Walt Disney World? vacation or Disney Cruise Line? voyage. But now, as part of the Disneyland? Resort's 50th Anniversary

4

Celebration, Disney Vacation Club has opened Information Centers throughout the Resort. At these centers, you can learn the basics of Disney Vacation Club membership and, if interested, sign up for a personalized informational Open House tour at the

Disney Vacation Club Preview Center, located right next to the Disneyland? Hotel. "We're thrilled to share this opportunity with Disneyland? Resort Guests, especially Annual Passholders," said Disney Vacation Club Senior Vice President and General Manager Jim Lewis. "They know better than anyone that there's something very special about being part of the Disney destination that started it all." Look for Disney Vacation Club Information Centers next time you're at the Disneyland? Resort, or call 866-240-3826 to schedule your Open House tour today. Remember, as an AP you're entitled to a 15% discount on a Disney Vacation Club membership if you join between February 19 and April 30, 2006. For more information about Disney Vacation Club, visit .

THIS ADVERTISING MATERIAL IS BEING USED FOR THE PURPOSE OF SOLICITING SALES OF TIME-SHARE PERIODS. The complete offering terms, including annual assessments, are in an offering plan available from the sponsor. Current prices start at $15,150. Certain limitations may apply to the $15,150 starting price. Prices subject to change. N.Y. File No. T98-0015, T03-0001 This project is not yet complete, it is still under construction. This is not an offer in any jurisdiction which requires prior registration and in which the time-share plan is not registered. All accommodations are subject to availability. Disney Vacation Club Membership is not to be viewed as an investment for the purposes of yielding an income or making a capital gain. Restrictions apply. Offer subject to change or termination without notice. KY#92-AG-105, #02/4-913NJREC

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