GENERAL BENEFITS

Passholder Newsletter: Mailed four times per year (Feb., May, Aug., Nov.), the "Mickey Monitor" newsletter highlights the latest information on new attractions, upcoming events, Passholder offers and discounts. (U.S. and Puerto Rico only) Also available online in the Passholder section of the Disney web site.

Passholder Emails: To receive special offers, Passholder information and timely reminders for upcoming Passholder specials, register by visiting disneyworld.com/annualpass and click on "Register" or call 407-560-PASS (7277).

Passholder Get-Togethers: Special Disney moments filled with fun and surprise are offered periodically. Look for details in upcoming Mickey Monitor newsletters, or visit disneyworld.com/annualpass.

Complimentary parking: AP/PAP holders are entitled to free parking at the MK, Epcot, MGM and AK parking lots. Florida Seasonal Passholders do not get this benefit. Free parking is not valid for special events requiring a separate admission charge or special events that are not open to the general public.

EXCLUSIVE PASSHOLDER MERCHANDISE

Get two light-up Mickey caps at a special price - Come celebrate your dreams in a set of light-up Where Dreams Come True Mickey Ears. And let a friend celebrate along with you. For a limited time, Passholders can purchase two caps available for just $20 plus tax. (Regular price $14.09 each, plus tax.) To get this special price, just show your Pass at the Downtown Disney® World of Disney® store or at the Magic Kingdom® Chapeau Hat Shoppe. Or just call Walt Disney World® Merchandise Guest Services at 407-363-6200 and mention code LUE2007. Promotional offer valid from August 1�October 31, 2007.

Get your very own exclusive, open-edition Passholder merchandise! Get your very own "Genuine Authentic Walt Disney World Passholder" baseball hat for only $19 (plus tax), polo shirt for $52 (plus tax), Adult T-shirt for $19 (plus tax), Passholder pin at only $8.50 (plus tax) and introducing our brand new kids T-shirts for only $17 (plus tax). Remember, this merchandise is so exclusive that you have to ask a Cast Member to find it. It's all tucked away just for you! Oh - and don't forget to show your valid Passholder I.D. as well.

To get the goods, just head to Pin Central in Epcot, Town Square Exposition Hall in the Magic Kingdom Park, Island Mercantile in Disney's Animal Kingdom Theme Park, The Sorcerer's Hat in the Disney-MGM Studios and The Art of Disney in the Downtown Disney area. Availability of merchandise subject to change.

LIMITED EDITION PINS

Mickey Mouse Passholder Pin! - The second pin in the 2007 Passholder Pin Collection is arriving soon! Featuring Mickey Mouse at Magic Kingdom Park, it was created especially for Passholders and retails for $12.95. It's part of a collection of four pins that will be released throughout 2007 to commemorate the 35th anniversary of the Walt Disney World Resort. Each of the individual pins features a multiple pin-on-pin design and all four fit together to form a complete picture. For more information about Disney Pin Trading and collecting, visit DisneyPins.com. PLEASE NOTE: There will only be 6,000 pins issued, and there is a limit of two pins per Passholder, per day. Valid Passholder ID required at time of purchase. All pins available while supplies last.

New Minnie Mouse Passholder Pin Arriving Soon! - This adorable new entry in the 2007 Passholder Pin Collection will be released on August 15, 2007! Featuring Minnie Mouse at Disney-MGM Studios, it was created especially for Passholders and retails for $12.95. It's the latest in a collection of four pins that will be released throughout 2007 to commemorate the 35th Anniversary of the Walt Disney World® Resort. Each of the individual pins features a multiple pin-on-pin design and all four fit together to form a complete picture. PLEASE NOTE: There will only be 6,000 pins issued, and there is a limit of two pins per Passholder, per day. Valid Passholder ID required at time of purchase. All pins available while supplies last.

SEASONAL BENEFITS

You're invited to a special Jungle Book Passholder event - We're celebrating the 40th Anniversary of Walt Disney's classic, The Jungle Book and the new, two-disc, Special Edition DVD - with a first-ever Disney's Animal Kingdom® event, exclusively for our Passholders. First, visit disneyworld.com/passholder to sign up for this event. Then on Sept. 29, visit Disney's Animal Kingdom Theme Park and enjoy a full day of fun. That evening, when the Park closes to the general public, you'll be welcome to stay and enjoy special fun for two extra hours (valid Passholder ID required)! The fun includes:
-- All the DinoLand, U.S.A.® attractions, Chester & Hester's Dino-Rama! games, gift shop and Restaurantosaurus
-- Expedition Everest™
-- Kali River Rapids®
-- Greetings from The Jungle Book stars, including old pals like Baloo and King Louie, PLUS special appearances by Mowgli and Colonel Hathi!
NOTE: To attend, you must be signed up in advance at disneyworld.com/passholder!

Get a special price on the Old Spice Classic and see it all from our Passholder Hospitality Suite! - Thanksgiving weekend, November 22, 23 & 25, 2007, ESPN Regional Television is excited to bring the Old Spice Classic to Disney's Wide World of Sports® Complex. The men's college basketball tournament will feature eight teams competing in 12 games. See what the new season holds for George Mason, Kansas State, North Carolina State, Penn State, South Carolina, UCF, Villanova and Rider. For more information, go to oldspiceclassic.com. Tickets will go on sale August 14. Call 407-938-3487 to get yours. But hurry, space is limited.

Passholder Package includes:
1 - Evening session ticket (two games) on Friday, Nov 23 or Sunday, Nov 25
1 - Sports buffet including beverages (no alcohol)
1 - Commemorative Old Spice Classic program
Cost: $55 (ages 10 and up) tax included, $45 (ages 3�9) tax included

Cirque du Soleil® La Nouba™ - It's been called awe-inspiring, magnificent and a not-to- be-missed experience. And now, as a Passholder, you can save on tickets. Enjoy the Walt Disney World® Resort-exclusive Cirque du Soleil® show, La Nouba™ at Downtown Disney, at 25% off* the regular price of Category 2 admission. This offer is good for most performances from August 1 through September 22, 2007. And you can bring up to three guests along to enjoy the savings as well! Tickets may be purchased up to 30 days in advance, so call 407-939-7604 to take advantage of this offer today.

*Discount is not valid on previously purchased tickets, gift certificates or with any other offer. Passholder must present valid Passholder ID at box office to purchase/pick up tickets. Please arrive a minimum of one hour prior to show time. Advance reservations required. Availability is limited and restrictions apply.

Passholders get 10% off at DisneyShopping.com through September 15, 2007!* - To take advantage of this limited-time offer, just log in at DisneyShopping.com. Not registered yet? No problem. Go to DisneyShopping.com/registration. It's free! Then just follow these simple steps:
10% Off Promotion Restrictions:
1. Place one or more eligible items in your Shopping Cart.
2. Type the Promotion Code WDW10 into the Special Offers and Discounts field, then click Submit.
3. The 10% Off Promotion will automatically be applied, if eligible.
4. Continue shopping or begin checkout.
NOTE: If you will be using more than one Promotion Code, remember to click Submit after you enter each one.

*Offer expires 11:59 pm PT, September 15, 2007.
Limit one Promotion Code per order. Offer excludes Shipping & Handling charges, gift cards, animation art, Walt Disney Classics Collection, Disney electronics, DVDs, videos, CDs and cassettes, video games, CD-ROMs, You-Design-It merchandise, Wilsons Leather, Disney Couture and Nursery merchandise, books, sing-alongs, read-alongs, pre-sales, gift wrap and gift boxes and items not in stock. Cannot be combined with other offers. No adjustments to prior purchases. Merchandise must be exchanged for identical item or returned at discounted price with valid Guest receipt. Offer valid only on orders placed online at DisneyShopping.com, DisneyStore.com, and DisneyOutlet.com. Not valid on phone orders or purchases from Disney Store outlet or retail locations. Promotion Code may not be redeemed for cash. Promotion Code may not be sold, altered, duplicated or copied copied and will not be replaced if lost, stolen or corrupted. Use of Promotion Code is acceptance of its terms. Disney Shopping, Inc. reserves the right to cancel or modify this offer at any time. Void where prohibited.

RESORT BENEFITS

Special Resort Rates - A limited number of Passholder rates may be offered periodically at select Walt Disney World Resort hotels and select Disney Vacation Club Resorts. Visit disneyworld.com/annualpass or see your Mickey Monitor newsletter for special offers.

TICKET BENEFITS

Passholders and their guests (up to 3 guests per visit) can get special savings of $4 off adult admission (ages 10 and up) and $3 off child admission (ages 3-9) at the following places:

-- Downtown Disney® Pleasure Island

-- DisneyQuest® Indoor Interactive Theme Park

-- Disney's Blizzard Beach Water Park

-- Disney's Typhoon Lagoon Water Park

Specially Ticketed Events at the Magic Kingdom Park - Watch for discounts on "Day-Of" admission price for the following special ticket events at the Magic Kingdom Park:

- Disney's Pirate and Princess Party
- Night of Joy
- Mickey's Not So Scary Halloween Party
- Mickey's Very Merry Christmas Party

Discount is only available on selected nights, based on a limited availability, and does not apply to "Advance Sales" admission price for these special ticket events. The Passholder may purchase up to a total of four discount tickets. The discount is available on select nights and is based on availability. Proof of valid Passholder I.D. required at time of pickup.

Miniature Golf - 50% off for Passholder and up to three guests playing with you at Disney's Fantasia Gardens Miniature Golf Course or Disney's Winter Summerland Miniature Golf Course.

AMC Theatres Pleasure Island 24 - Receive $2 off adult evening admission price seven days a week after 6:00 p.m. Offer is valid for the Passholder only and not valid with any other offer or discount.

WDW DINING

Disney Dining Experience: Receive $20 off the regular price of the Disney Dining Experience Membership. Benefits include:

• 20% discount on all food and beverages at over 70 participating Resort hotel and Theme Park restaurants (discount is valid for a party of up to 6 Guests).
• Resort and Theme Park parking for dining purposes
• Invitations to special member-only food and wine events, winemaker dinners and celebrity chef dinners
• And more!

Call (407) 566-5858 (Monday - Friday, 9 a.m. - 6 p.m. E.S.T.) for more information or to purchase your annual membership at the Passholder price of $65 (plus tax). The Disney Dining Experience Membership card is not accepted on holidays, including New Year's Eve, New Year's Day, Mother's Day, Easter, July 4, Thanksgiving Day, Christmas Eve and Christmas Day. Once you order your Disney Dining Experience membership card, please allow 2-3 weeks for processing.

Lunch Discounts: Get 10% off the regular price of food and non-alcoholic beverages (excluding tax and gratuity) Monday through Friday during lunch hours for Passholder and up to three Guests at the following participating Walt Disney World Resort Table Service locations. Call (407) WDW-DINE (939-3463) for advance dining reservation. Lunch hours vary by location.

• - ESPN Club at Disney's Boardwalk
• - Sand Trap Bar & Grill at Disney's Osprey Ridge & Eagle Pines Golf Clubs
• - Concourse Steakhouse at Disney's Contemporary Resort
• - Trail's End Buffeteria at Disney's Fort Wilderness Resort
• - Grand Floridian Cafe at Disney's Grand Floridian Resort
• - Olivia's Cafe at Disney's Old Key West Resort
• - Kona Cafe at Disney's Polynesian Resort
• - Whispering Canyon Cafe at Disney's Wilderness Lodge Resort
• - Yacht Club Galley at Disney's Yacht Club Resort

Epcot Lunch Discounts: Get 10% off the regular price of food and non-alcoholic beverages (excluding tax and gratuity) Monday through Friday during lunch hours for Passholder and up to three Guests at the following participating Epcot Table Service locations. Valid for Passholder and up to three guests. Call (407) WDW-DINE (939-3463) for advance dining reservations. Lunch hours vary by location.

• - Nine Dragons Restaurant
• - Alfredo di Roma Ristorante
• - Le Chefs de France Restaurant
• - Restaurant Marrakesh
• - Mitsukoshi Teppan Edo Restaurant
• - San Angel Inn Restaurant
• - Coral Reef Restaurant
• - Biergarten Ristorante
• - Le Cellier Restaurant
• - Restaurant Akershus
• - Rose & Crown Restaurant
• - Garden Grill Restaurant

Other Dining Discounts:

Official All-Star Cafe at Disney's Wide World of Sports - 10% discount off the regular price (excluding tax and gratuity) of food and non-alcoholic beverages in a setting that celebrates sports with amazing memorabilia. Offer valid for all meal periods for Passholder and up to 3 guests. Call 407-WDW-DINE (939-3463) for advance reservations.

Wolfgang Puck Cafe at Downtown Disney's West Side - Enjoy 20% discount off the regular price (excluding tax and gratuity) of food and non-alcoholic beverages daily during lunch and 10% discount off the regular price (excluding tax and gratuity) of food and non-alcoholic beverages daily during dinner. Valid for the Passholder and up to 3 guests. Advance dining reservations are available by calling 407-938-9653 or 407-WDW-DINE (939-3463) .

Wolfgang Puck Express at Downtown Disney's Marketplace - Take 10% off the regular price (excluding applicable tax and gratuity) of food and non-alcoholic beverages for breakfast, lunch or dinner. Valid for Passholder and up to three guests.

House of Blues at Downtown Disney's West Side - Relish a 20% discount off food and non-alcoholic beverages daily in the restaurant prior to 4:00 pm or 10% off after 4:00 pm (discount excludes alcohol, applicable tax and gratuity). Valid for Passholder and up to 5 guests.

Planet Hollywood at Downtown Disney's West Side - 10% discount off the regular price (excluding tax and gratuity) of food and beverages daily. Valid for Passholder and up to 3 guests.

Rainforest Cafe at Downtown Disney's Marketplace - 10% discount off the regular price (excluding tax and gratuity) of lunch and dinner entrees. Valid for Passholder and up to 3 guests. Advance dining reservations are available by calling 407-827-8500.

Rainforest Cafe at Disney's Animal Kingdom Theme Park - Dine with 10% off the regular price (excluding applicable tax and gratuity) of entree for the Passholder and up to three Guests. Call (407) 938-9100 for reservations.

Fulton's Crab House at Downtown Disney's Pleasure Island - 20% discount off the regular price (excluding tax and gratuity) of food and beverages daily during lunch (seated by 3:30 pm) and 10% discount off the regular price (excluding applicable tax and gratuity) of food and beverage during dinner. Valid for Passholder and up to 3 guests. Advance dining reservations are available by calling 407-934-BOAT(2628) or 407-WDW-DINE (939-3463).

Ghirardelli Soda Fountain and Chocolate Shop - Downtown Disney Marketplace - Enjoy a 10% discount on all retail items and old-fashioned soda fountain creations.

Portobello Yacht Club - Downtown Disney Pleasure Island - Enjoy 20% discount off the regular price (excluding applicable tax and gratuity) of food and beverages daily during lunch and 10% discount off the regular price (excluding applicable tax and gratuity) of food and beverages daily during dinner. Valid for the Passholder and up to three guests. Priority Seating is available by calling (407) 934-8888 or (407) WDW-DINE (939-3463).

MERCHANDISE DISCOUNTS

• - Arribas Brothers, Downtown Disney Marketplace - Get a 10% discount off the total merchandise purchase price (subject to certain restrictions, exclusions and/or limitations including, but not limited to: Giuseppe Armani line, Baccarat, Crystal World, Hoya Crystal, Kosta Boda, Lalique Mats Jonasson, Preciosa, Swarovski, The Arribas Collection, Lenox and engraving and shipping charges). Not valid with any other discounts.
  
• - Basin at Downtown Disney Marketplace - Enjoy a 10% discount off select regularly priced merchandise.
  
• - Ghirardelli Soda Fountain and Chocolate Shop - Downtown Disney Marketplace - Receive a 10% discount on all retail items and old-fashioned soda fountain creations.
  
• - House of Blues - 10% discount off regularly priced merchandise in the House of Blues retail store (excludes books, leather, tobacco, jewelry and select CD's).
  
• - LEGO Imagination Center at Downtown Disney Marketplace - Receive 10% off all items. This offer cannot be combined with any other coupon or discount offer. Discount is available only at the LEGO Imagination Center Orlando.
  
• - Planet Hollywood - 10% off select regularly priced merchandise purchased in the Planet Hollywood shop.
  
• - Rainforest Cafe - 15% off select regularly priced merchandise purchased in the Rainforest Cafe retail store at either location.
  
• - Starabilias - Downtown Disney West Side - 10% off all gift and novelty items.
  
• - Virgin Megastore Downtown Disney - 10% discount off total purchase. Must present valid Pass at time of purchase. Discount valid only at Virgin Megastore Downtown Disney West Side. This offer may not be combined with any other coupon, discount or promotional offer. Not valid on virginmega.com or at airport locations. Excludes personal audio, DVD players, interactive software and accessories, game hardware, Gift cards, Virgin Mobile Top-Up Cards.
  
• - World of Disney at Downtown Disney Marketplace - 10% off merchandise for Passholder only. Discount not available on purchase of Disney gift certificates, Disney Dollars, videos, food items, film, film processing, Walt Disney Classics Collection and other select merchandise. Discount also not available at the Bibbidi Bobbidi Boutique. Discount not available on purchases of merchandise in Walt Disney World Theme Parks.
  

TOURS

15% off on the following Tours and Experiences. For information and reservations call (407) WDW-TOUR (939-8687). Valid for Passholder only. Certain restrictions apply. Advance reservations required.

MAGIC KINGDOM® Park

• Disney's Family Magic Tour (all ages)
• Keys to the Kingdom (age 16 and older)
• Mickey's Magical Milestones (age 10 and older)
• The Magic Behind Our Steam Trains (age 10 and older)

Epcot®

• Around the World at Epcot (Segway Tour for age 16 and older; max weight 250 lbs)
• Backstage Magic (age 16 and older)
• Dolphins in Depth (age 13 and older, adult must accompany)
• Epcot Seas Aqua Tour (age 8 and older, guests ages 8-16 must be accompanied by an adult)
• Epcot Dive Quest (age 10 and older, SCUBA certification required, ages 10-14 must be accompanied by adult)
• Gardens of the World (age 16 and older)
• Hidden Treasures of World Showcase (age 16 and older)
• UnDISCOVERed Future World (age 16 and older)
• Yuletide Fantasy (age 16 and older, offered seasonally Nov 28-Dec 24 Mon-Sat)

DISNEY'S ANIMAL KINGDOM® Theme Park

• Backstage Safari (age 16 and older)
• Wild By Design (age 14 and older)

SPORTS & RECREATION

Golf: Slice 30% off Day Visitor Rates for the Passholder and up to three guests in the party. The discount is available on Day Visitor Rates for play anytime of day. Discounts cannot be applied to any other discount or special rate including, but not limited to, Twilight Rates. Tee times at this rate are limited and may be made up to 14 days in advance by calling (407) WDW-GOLF (939-4653). Advance reservations required.

Sammy Duvall Water Sports Centre: 10% off Parasailing, Water Skiing, Wakeboarding and personal watercraft at Sammy Duvall's Water Sports Centre at Disney's Contemporary Resort for the Passholder. Reservations required. Certain age restrictions apply. For more information, call (407) WDW-PLAY (939-7529).

Richard Petty Driving Experience - $20.00 discount off the regular price of a Ride-Along Experience or $35 off any Richard Petty Driving Experience package at the Walt Disney World Speedway for Passholder. Not valid with any other coupon or discount. Call (800) BE-PETTY (237-3889) for reservations and information.

Boat Rentals Discounts - 15% off regular price of boat rentals at any Walt Disney World Resort Marina for Passholder. Discount subject to availability; certain age restrictions apply. (not valid for specialty cruises) (Quarterly)

Grand Floridian Spa & Health Club Now you can enjoy 10% off (Passholder only) the regular price of one treatment each visit for the Passholder. Reservations are required and can be made by calling (407) 824-2332.

The Spa & Health Club at Disney's Saratoga Springs Resort Now you can enjoy 10% off (Passholder only) the regular price of one treatment each visit for the Passholder. Reservations are required and can be made by calling (407) 824-4455.

Alamo Car Rental - Save up to 20% on your next car rental from Alamo Rent A Car. For reservations, call Alamo at 800-354-2322 or book online at www.alamo.com. Be sure to request ID #860292 and rate code BY when making your reservation.
Terms and conditions: Discount applies to base rate only. Taxes (including VLF taxes of up to US$1.89 per day in California), other governmentally authorized or imposed surcharges, license and concession recoupment fees, airport and airport facility fees, fuel, additional driver fee, one way rental charge and optional items are extra. Renter must meet standard age, driver and credit requirements. May not be combined with other discounts. Availability is limited. Subject to change without notice. Offer valid only at airport-serving locations through 1/1/08. Blackout dates may apply.

All offers subject to availability and may not be combined with any other certificate, offer or discount. Offers apply to the Passholder only, unless otherwise noted. Proof of valid Passholder ID required. Offers are subject to change without notice. Certain restrictions apply.

HAVE YOU MOVED AND WANT TO CONTINUE RECEIVING MICKEY MONITOR?? - Please call 407-560-7277 and have ready the following information: Name of all Passholders in the Household; Pass Type and Number (found on the pass), Pass expiration date; Old address, New address and phone number.

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