disney vacation club member benefits...

Rev. 12/31/2004

Disney Vacation Club Member Benefits Guidebook

Rev. 12/31/2004 2

Disney Vacation Club Member Benefits Guidebook

Providing our Members with the best vacation experience ever is our goal at the Disney Vacation Club. It's with that ambition in mind that we have created an array of exclusive member benefits for you. Each member benefits program is described in a separate section of this Member Benefits Guidebook as outlined below. General Introduction to the Member Benefits Guidebook ........................................................................................................................3 Definitions and important information pertaining to all of the member benefits programs Section I: Disney Vacation Club World of Golf Program ....................................................................................................................4 WALT DISNEY WORLD ® Resort, and select Vero Beach area golf courses Section II: Disney Vacation Club World of Attractions Program ........................................................................................................7 Area attractions and special programs Section III: The Disney Collection Program .........................................................................................................................................10 Section IV: Disney Vacation Club Travel Program ..............................................................................................................................11 Adventurer Collection and Concierge Collection Section V: Preopening Program…………………………………………………………………………………………………………………………………………… 12 Disney’s Saratoga Springs Resort Please take the time to review these member benefit programs. All of the information presented is important and should be read thoroughly. If you would like to receive additional information, please call Disney Vacation Club Member Services at (800) 800-9800 or (407) 566-3800.

Rev. 12/31/2004 3

GENERAL INTRODUCTION

This Member Benefits Guidebook (the "Guidebook") contains information about special member benefits programs offered by Disney Vacation Development, Inc. ("DVD"). This introduction contains general information and definitions which apply to all of the member benefits described in this Guidebook. Therefore, please read this introduction carefully prior to reading each member benefit description. Unless otherwise indicated, the member benefits described in this Guidebook are available to owners with recorded ownership interests ("DVC Members," or singularly a “DVC Member”) in the following Disney Vacation Club Resorts (collectively the "DVC Resorts," or singularly a "DVC Resort"): Disney’s Vero Beach Resort Disney's Old Key West Resort Disney’s Hilton Head Island Resort Disney's BoardWalk Villas

The Villas at Disney’s Wilderness Lodge Disney’s Beach Club Villas Disney’s Saratoga Springs Resort

Some of the member benefits described in this Guidebook available to DVC Members staying at a DVC Resort is also available to DVC Members staying at any one of The Disney Collection Resort Hotels, as more particularly described in Section III of this Guidebook. Please refer to the description of each member benefit to determine which programs are available to DVC Members staying at one of The Disney Collection Resort Hotels through The Disney Collection Program. The member benefits described in this Guidebook are made available by DVD as a courtesy to DVC Members, and, in some cases, their guests who have paid no compensation to the DVC Members ("Guests," or singularly a “Guest”). Participation in the benefits is completely optional and it is not a feature or component of the ownership interest in any DVC Resort, or of any rights, membership benefits or privileges which are appurtenant to that interest. The member benefits described in the Guidebook are available for a period of 3 years or less. Except as may be expressly required by applicable law, the liability of DVD, Disney Vacation Club Management Corp. ("DVCMC") or their affiliates arising out of or in connection with the use of any of the member benefits described in this Guidebook (whether used as hereby intended or required or not) shall be limited to the amount specified in FLA.STAT.§721.075 and in no event shall DVD, DVCMC, or their affiliates be liable for any special or consequential damages arising out of or in connection with such use. The member benefits described in this Guidebook and their use and operation shall be governed by and construed and interpreted in accordance with the laws of the State of Florida without regard to conflicts of law principles. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Guidebook, or arising out of any matter pertaining to this Guidebook or the benefits described hereunder, shall be submitted for trial before the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida; or, if the Circuit Court does not have jurisdiction, then before the United States District Court for the Middle District of Florida (Orlando Division); or if neither of such courts shall have jurisdiction, then before any other court sitting in Orange County, Florida, having subject matter jurisdiction. The parties consent and submit to the jurisdiction of any such court and agree to accept service of process outside the State of Florida in any matter to be submitted to any such court pursuant hereto. The parties hereby waive any right they may have under any applicable law to a trial by jury with respect to any suit or legal action which may be commenced by or against the other party concerning the interpretation, construction, validity, enforcement or performance of the benefits described herein or their use and operation. Certain of the member benefits described in this Guidebook including, the Vero Beach Golf Option, Special Programs Option, Adventurer Collection and Concierge Collection, as described herein, are provided by independent entitles not affiliated with DVD, DVCMC or any of their affiliates, which independent entities shall be solely responsible for all aspects of the applicable member benefit. Furthermore, the relationship of DVD, DVCMC or any of their affiliates to any third party provider, as aforesaid, is governed by an agreement or arrangement which limits DVD's, DVCMC's or their affiliates' role to that of reservation booking facilitator. Accordingly, neither DVD, DVCMC nor any of their affiliates shall at any time be liable or responsible whatsoever for any loss, injury or damage arising from any benefits, services or products provided by any third party through any of the special programs described in this Guidebook, whether caused by acts of God, acts of governments or other authorities, wars, civil disturbances, hijacks, theft, intentional or negligent acts of any third party or any other cause whatsoever. All information provided is believed true and correct at the time of printing, however, neither DVD nor any of its affiliates shall be responsible for any errors or omissions appearing in this Guidebook.

Rev. 12/31/2004 4

SECTION I DISNEY VACATION CLUB WORLD OF GOLF PROGRAM

DVC Members (and/or their Guests where stated) may elect to participate in the Disney Vacation Club World of Golf Program ("World of Golf Program"), which includes the Disney Vacation Club Golf Membership and the Vero Beach Golf Option.

Not all World of Golf Program options are available at all times. However, at least one option will be available at any given time. Prices, availability and other details of all options are described below. Certain golf courses may be unavailable due to capacity constraints or inclement weather, and use of courses may be denied or restricted during special events or during the performance of routine maintenance. Details of these options are described below. The value of the discounts available through the World of Golf Program are determined by use, but in no event shall such value be deemed to exceed an amount equal to one percent of the purchase price of a real estate interest in a DVC Resort.

DVC GOLF MEMBERSHIP AT THE WALT DISNEY WORLD® RESORT The Disney Vacation Club Golf Membership (“DVC Golf Membership”) is made available by Walt Disney World Co. as a courtesy to DVC Members whether or not staying on a reservation, if they wish to participate and offers DVC Members who purchase this plan (“Cardholders”) and up to 3 guests special rates for one 18-hole round of golf per day at one of Disney’s Magnolia, Palm, Lake Buena Vista, Osprey Ridge or Eagle Pines golf courses. The special rates apply for tee times after 10:00 a.m. (regular WALT DISNEY WORLD Resort golf rates apply prior to 10:00a.m.) To participate in this plan, DVC Members must purchase a DVC Golf Membership (valid for one year from date of purchase) at a WALT DISNEY WORLD® Resort Pro Shop for $50 plus tax. Cardholders and up to 3 guests (only when they are playing with the Cardholder) receive special per round pricing. Each Cardholder must present their DVC Golf Membership card at the Pro Shop of the selected course before beginning play. The DVC Golf Membership entitles the Cardholder to the special rates set forth below which include greens fees and required golf carts. The DVC Golf Membership does not cover rental of golf clubs or other items, and is not valid for admission to any special golf events. All other charges remain the sole responsibility of the Cardholder and their Guests. The DVC Golf Membership rates per round are as follows:

Dates Per round rate

(plus tax)

How far in advance to book tee times to receive

special rates January 1, 2005 – January 14, 2005 & September 30, 2005 – December 31, 2005 January 15, 2005 – May 1, 2005 May 2, 2005 – September 29, 2005

$50

$89

$35

90 days 14 days 90 days

1. Rates after December 31, 2005 have not yet been determined. 2. To reserve tee times, call the Master Starter at 407-WDW-GOLF (939-4653). All tee times must be booked after 10:00 a.m. All

tee times are limited and are subject to availability. Certain golf courses may be unavailable due to capacity or inclement weather, and use of courses may be denied or restricted during special events or during the performance of routine maintenance.

3. DVC Members may purchase a DVC Golf Membership at any time during the time of this offer (subject to availability by calling

(407) 939-1313). Cardholders receive a 20% discount on golf instruction at the WALT DISNEY WORLD® Resort golf courses. 4. The price and dates of the DVC Golf Membership are determined by Walt Disney World Co. in its sole discretion. All DVC Golf

Memberships will expire one year from the date of purchase. The price of the DVC Golf Membership may be adjusted by Walt Disney World Co. at any time. In the event the DVC Golf Membership is changed or canceled, all valid and unexpired DVC Golf Memberships will be honored through their expiration date in accordance with their terms and conditions.

5. The DVC Golf Membership is non-assignable and non-transferable and may be purchased only by DVC Members. Following

purchase of the DVC Golf Membership, no refunds will be permitted and the DVC Golf Membership may not be redeemed for cash or other consideration. Presentation of valid personal identification and/or a DVC Member identification card may be required in connection with use of the DVC Golf Membership. Any alteration or defacing of the DVC Golf Membership card will render it null and void.

Rev. 12/31/2004 5

6. Reservations for tee times may be canceled up to 48 hours prior to the scheduled time of play without penalty. Cancellations

received less than 48 hours from the scheduled time of play, no-shows and no-calls will be charged at full rate.

VERO BEACH GOLF OPTION

The Vero Beach Golf Option is made available by DVD (through arrangements with third party golf course owner/operator as a courtesy to DVC Members and/or their Guests staying at the Vero Beach Resort if they wish to participate. The Vero Beach Golf Option allows DVC Members and their Guests staying at the Vero Beach Resort to elect to play golf at the Aquarina Country Club, The Links at Pointe West and The Indian River Club and pay on a per round basis. A valid credit card and guaranteed Vero Beach Resort reservation are required to reserve a tee time. The rates are as follows:

The Links at Pointe West Dates Rates November 1, 2004– January 9, 2005 7am-12pm $35.00 After 12pm $25.00 January 10, 2005 - April 10, 2005 7am-12pm $50.00 After 12pm $35.00 April 11, 2005 – April 30, 2005 7am – 12pm $35.00 After – 12pm $25.00

Club Rentals

• 18 Holes - $21.40 • 9 Holes - $10.70

Daily Range Pass - $10.00 / 9 Hole Rate $25.00 (Prices include Green Fees, Cart & Tax) Indian River Club Dates Rates September 30, 2004– May 1, 2005 All day, everyday $131.61 Club Rentals

• 18 Holes only - $25.00 (Prices include Green Fees, Cart & Tax)

Rev. 12/31/2004 6

Aquarina Country Club Dates Rates December 26, 2004 – April 15, 2005 7:00 a.m. – 12:00 p.m. $44.52 12:00 p.m. – 2:00 p.m. $37.10 After 2:00 p.m. $27.56 9 Hole Rental $27.56 Club Rentals

• 18 Holes - $17.06 • 9 Holes - $9.59

(Prices include Green Fees, Cart & Tax)

1. Please contact the Disney’s Vero Beach Resort Guest Services desk for information on the availability of the golf courses.

2. The above prices include greens fees, required golf carts and applicable sales taxes. The price does not include rental of golf

clubs or other items, and all other charges are the responsibility of the DVC Member and/or Guest. These prices are determined by the golf course owner/operator in its sole discretion and are subject to change without notice. Presentation of valid DVC Member or DVC Resort identification will be required.

3 Preferred tee times at the above golf courses have been reserved for the use of DVC Members and their Guests staying at the

Vero Beach Resort. DVC Members can call the Vero Beach Resort Guest Services Department at (772) 234-2026 to request tee times in advance. DVC Members and Guests may request tee times thirty (30) days in advance of the date of their requested tee time.

4. All tee times are subject to availability and block-out dates may apply at certain golf courses. DVC Members and Guests are encouraged to be flexible in their choice of particular tee times and golf courses. Failure to cancel a reserved tee time within seven (7) days will result in the DVC Member or Guest being charged for the round(s) of golf not properly canceled.

5. DVD reserves the right to add or delete to the list of Vero Beach area golf courses at which the Vero Beach Golf Option is offered without notice or the consent of DVC Members.

Rev. 12/31/2004 7

SECTION II DISNEY VACATION CLUB WORLD OF ATTRACTIONS PROGRAM

DVC Members and their Guests may elect to participate in the Disney Vacation Club World of Attractions Program ("World of Attractions Program"), which includes the Resort Attractions Option and the Special Programs Option. Prices, availability and other details of these options are described below.

The value of the benefits available through the World of Attractions Program is determined by use, but in no event shall such value be deemed to exceed an amount equal to one half of one percent of the purchase price of a real estate interest in any DVC Resort.

RESORT ATTRACTIONS OPTION Through the Resort Attractions Option, DVC Members and/or their Guests staying at Disney's Old Key West Resort, Disney's

BoardWalk Villas, The Villas at Disney’s Wilderness Lodge,,Disney’s Beach Club Villas, Disney’s Saratoga Springs Resort, and/or any of the WALT DISNEY WORLD Resort Hotels through The Disney Collection Program.

1. may elect to purchase admission media to certain resort attractions at the WALT DISNEY WORLD® Resort ("Resort Attractions") owned and operated by Walt Disney World Co. or Walt Disney World Hospitality & Recreation Corporation (“WDWHR”), as the case may be, at a discount off the daily admission prices. The resort attractions and discount rates are as follows:

Ages 10 and Up Discount Rate Ages 3 to 9 Discount Rate Disney’s Blizzard Beach Water Park $4.00 Off Regular Admission $3.00 Off Regular Admission Disney’s Typhoon Lagoon Water Park $4.00 Off Regular Admission $3.00 Off Regular Admission DisneyQuest® $4.00 Off Regular Admission $3.00 Off Regular Admission Downtown Disney® Pleasure Island $4.00 Off Regular Admission $4.00 Off Regular Admission

2. The price of admission to each of the Resort Attractions is determined by Walt Disney World Co., or WDWHR, as the case may be, in their sole discretion. The current discount may be adjusted at any time.

3. The current discount prices are made available by Walt Disney World Co., or WDWHR, as the case may be, as a courtesy to DVC Members and their Guests only for the period of stay in accommodations at Disney's Old Key West Resort, Disney's BoardWalk Villas, The Villas at Disney’s Wilderness Lodge, Disney’s Beach Club Villas, Disney’s Saratoga Springs Resort and/or any of the WALT DISNEY WORLD Resort Hotels through The Disney Collection Program.

4. Admission media may be purchased at Disney's Old Key West Resort, Disney's BoardWalk Villas, The Villas at Disney’s Wilderness Lodge, Disney’s Beach Club Villas, and Disney’s Saratoga Springs Resort or at the particular Resort Attraction upon presentation of a DVC Resort identification card or a DVC Member identification card. In the event this program is changed or canceled, all valid and unexpired admission media will be honored through their expiration date in accordance with their terms. Use of the admission media purchased through this program is subject to all terms and conditions set forth on such admission media.

5. Admission media obtained through this program is non-assignable, non-transferable, and may not be resold. Following purchase of any admission media, no refunds will be provided and the admission media may not be redeemed for cash or other consideration. Presentation of valid identification may be required in connection with the use of the admission media. Any alteration or defacing of admission media will render it null and void.

Rev. 12/31/2004 8

ANNUAL PASS OPTION Effective January 2, 2005, through the Annual Pass Option, DVC Members may elect to purchase Walt Disney World® Annual and Premium Annual Passes (hereinafter “Admission Media”) at a discount of the regular price of admission, to be used according to the terms and conditions of the Admission Media purchased, to theme parks and resort attractions at the WALT DISNEY WORLD® Resort owned and operated by Walt Disney World Co., or WDWHR, as the case may be. 1. Admission Media prices are determined and made available, and may be adjusted at any time without notice, by Walt Disney World

Co., or WDWHR, as the case may be, in their sole discretion. The following Admission Media are discounted as noted below for DVC Members and exclude separately priced activities/events, do not include tax, and may not be combined with other admission media discounts that may be available to DVC Members.

Discount First Time Purchase (Adult): Annual Pass $100 Annual Pass (FL Resident) $20 Premium Annual Pass $125 Premium Annual Pass (FL Resident) $25 First Time Purchase (Child): Annual Pass $85 Annual Pass (FL Resident) $17 Premium Annual Pass $106 Premium Annual Pass (FL Resident) $21 Renewal (Adult): Annual Pass $75 Premium Annual Pass $95 Renewal (Child): Annual Pass $64 Premium Annual Pass $80

2. Admission Media available through this program may be purchased upon presentation of a DVC Member identification card, and, if applicable, proof of Florida residency. In the event this program is changed or canceled, all valid and un-expired Admission Media will be honored through their expiration date in accordance with the terms of such media. Use of the Admission Media purchased through this program is subject to all terms and conditions set forth on such Admission Media.

3. Admission Media available through this program may only be purchased by DVC Members for themselves and for members of their immediate family living in their household only, up to a total of eight (8) passes or renewals per year. Admission Media available through this program may not be purchased by: (i) non-DVC Members renting at a Disney Vacation Club Resort; (ii) Guests staying at a DVC Resort on an external exchange through Buena Vista Trading Company or Interval International®; or (iii) Guests of Members staying at a DVC Resort on a Vacation Points reservation. Proof of Florida residency may be required in connection with the purchase of certain Admission Media.

4. Admission Media obtained through this program is valid for 365 days from the date of first use, does not include block out dates, is non-assignable, non-transferable, and may not be resold. Following purchase of any Admission Media, no refunds will be provided and the Admission Media may not be redeemed for cash or other consideration. Any alteration or defacing of Admission Media will render it null and void. Presentation of valid identification may be required in connection with use of Admission Media.

5. Attractions offered by means of the Admission Media available through this program may be unavailable due to occupancy constraints or inclement weather, and use may be denied or restricted during special events or during the performance of routine maintenance. Walt Disney World Co. or WDWHR may add or delete theme parks or resort attractions available by means of the Admission Media available through this program at anytime and without notice.

Rev. 12/31/2004 9

SPECIAL PROGRAMS OPTION 1. Through the Special Programs Option, DVC Members and/or their Guests may (i) elect to participate in recreational,

educational and miscellaneous programs (including, without limitation, programs offered to children through the Disney Discovery Club) offered from time to time; and (ii) be entitled to food, beverage, attraction and/or merchandise discounts offered from time to time; and (iii) be entitled, from time to time, to use recreational facilities and amenities of the Walt Disney World® Resort which are not part of the DVC Resort at which the DVC Members and/or their Guests are staying (the “Recreational Facilities”).

2. These miscellaneous programs, discounts and access to Recreational Facilities to be offered to DVC Members, including the

types of programs, discounts and Recreational Facilities, and the times, dates and frequency of the programs discounts and access to Recreational Facilities, will be determined by DVD and/or the provider of such programs, discounts or Recreational Facilities in their sole discretion.

3. The price of the programs and amount of the discounts and the price for access to Recreational Facilities, if any, will be

determined by DVD and will vary depending on the program, discount and/or Recreational Facility being offered. Generally, DVC Members and/or their Guests will be offered a discounted rate for each program offered.

4. These programs, discounts and Recreational Facilities may be unavailable due to capacity constraints or inclement weather

and use may be denied or restricted during special events or maintenance and are subject to availability. Access to Recreational Facilities may be permanently or temporarily discontinued at any time or from time to time by DVD and/or the provider of such Recreational Facilities in their sole discretion. All programs and discounts may not be available at all times, however at least one of these miscellaneous programs or discounts will be available to DVC Members at all times.

Rev. 12/31/2004 10

SECTION III THE DISNEY COLLECTION PROGRAM

DVD has established a special plan called The Disney Collection Program (the “Collection"). DVC Members may reserve accommodations at a DVC Resort ("DVC Accommodations") and exchange those accommodations for hotel or cruise accommodations ("Disney Collection Accommodations") obtained by DVD through respective agreements (collectively, "Disney Collection Accommodations Purchase Agreements") with the Walt Disney World Co. ("WDW"), WCO Hotels, Inc. ("WCO"), Euro Disney S.C.A. ("ED"), EDL Hotels S.C.A. ("EDL") and Disney Cruise Line (“DCL”) (collectively, the "Disney Collection Accommodations Owners"). Accommodations reserved through the Collection do not include theme park admission, unless otherwise noted.

The resort hotels which are included in the Collection are described as follows:

1. The following resort hotels owned by WDW and located at the WALT DISNEY WORLD® Resort ("WDW Resort Hotels") are included:

Disney’s Animal Kingdom Lodge Disney’s Grand Floridian Resort & Spa Disney’s Caribbean Beach Resort Disney's Polynesian Resort Disney's Contemporary Resort Disney’s Port Orleans Resort French Quarter Disney’s Coronado Springs Resort Disney’s Port Orleans Resort Riverside

Disney’s Fort Wilderness Resort and Campground Disney's Yacht Club Resort (Wilderness Homes and Cabins)

2. The following resort hotels owned by WCO and located near Disneyland® Resort are included:

Disneyland Hotel Disney’s Paradise Pier® Hotel Disney’s Grand Californian Hotel®

3. The following resort hotels leased and operated by EDL and located near the Disneyland® Resort Paris ("EDL Resort Hotels") are included:

Disney’s Hotel New York Disney’s Sequoia Lodge Disney’s Newport Bay Club

4. The following resort hotel owned and operated by ED and located near the Disneyland® Resort Paris ("ED Resort Hotel") is included:

Disneyland Hotel

5. The following cruise vacations operated by DCL are included:

Bahamas/3 Night Mexico/7 Night * Bahamas/4 Night Mexico/6 Night (sails July 17, 2005 only)* Eastern Caribbean/7 Night

Western Caribbean/7 Night

The EDL Resort Hotels and the ED Resort Hotel hereinafter are collectively referred to as the "Disneyland Resort Paris Hotels" and the WDW Resort Hotels, the Disneyland Hotel, Disney’s Paradise Pier Hotel, Disney’s Grand Californian Hotel and the Disneyland Resort Paris Hotels hereinafter are collectively referred to as the "Resort Hotels" and individually a "Resort Hotel." While participating in the Collection and staying at the Disneyland Resort Paris Hotels, admission to Disneyland® Park and Walt Disney Studios Park is included for the length of stay for the number of registered guests (up to the maximum number of guests permitted in the accommodations).

A description of all Disney Collection Accommodations and the amenities available at each are described in the attached EXHIBIT A which is incorporated herein and made a part of this Guidebook. Reservation and cancellation policies and guidelines applicable to the Resort Hotels are described in the attached EXHIBIT C. Please refer to EXHIBIT D for reservation and cancellation policies and guidelines applicable to cruise vacations operated by DCL. *Cruise vacations to Mexico sail May 28, 2005 through August 13, 2005. Space is limited and subject to availability.

Rev. 12/31/2004 11

SECTION IV DISNEY VACATION CLUB TRAVEL PROGRAM

DVD has established a special plan called the Disney Vacation Club Travel Program ("Program"). DVC Members may reserve accommodations at a DVC Resort ("DVC Accommodations") and exchange those accommodations for vacation travel packages ("Travel Packages") obtained by DVD through respective agreements (collectively, "Travel Package Purchase Agreements") with various providers of Travel Packages (collectively, the "Travel Package Providers").

There are two plans included in the Program, the Adventurer Collection and the Concierge Collection. Not all of the Travel Packages are available at all times, however, at least one Travel Package through the Adventurer Collection and the Concierge Collection will be offered at any given time. DVD reserves the right to add or delete Travel Packages offered through the Program at any time without the consent of DVC Members.

The resort facilities, amenities, services, accommodation size and sleeping capacity available to DVC Members through the Program vary by Travel Package Provider. The Travel Packages currently included in the Program are as follows (Provider or location is indicated in parenthesis):

ADVENTURER COLLECTION

Alaska/7 Night Cruises (Holland America Line) California Wine Country Bicycle Trip (Backroads)

Costa Rica Eco – Tour (Wineland-Thomson Adventures, Inc.) Canadian Rockies Bicycle Trip/Inn (Backroads) France – Loire Valley Bicycle Trip (Backroads)

Italy – Tuscany Bicycle Trip (Backroads) Massachusetts – Martha’s Vineyard/Nantucket Multisport Trip (Backroads)

South Carolina and Georgia – Multisport Trip (Backroads) Tanzania Safari Trips (Wineland Thomson Adventures, Inc.)

Utah – Canyonlands Multisport Trip (Backroads) Vermont Bicycle Trip (Backroads)

Wyoming – Yellowstone and Tetons Multisport Trip (Backroads) A description of the Adventurer Collection Travel Packages and their respective amenities are provided in the attached EXHIBIT B which is hereby incorporated herein and made part of this Guidebook.

CONCIERGE COLLECTION

The American Club (Kohler, WI) Keystone Resort (Keystone, CO) Arizona Biltmore Resort and Spa (Phoenix, AZ) Mandarin Oriental Washington D.C. (Washington, DC) Big Cedar Lodge (Ridgedale, MO) Mauna Lani Bay Hotel and Bungalows (Kohala Coast, HI) Boston Harbor Hotel (Boston, MA) Petite Auberge (San Francisco, CA) The Broadmoor (Colorado Springs, CO) The Plaza Hotel (New York City, NY) Charleston Place (Charleston, SC) Royal Garden Hotel (London, England) The Dorchester (London, England) The Sagamore (Lake George, NY) The Equinox (Manchester Village, VT) Shelburne Murray Hill (New York City, NY) The Fairmont San Francisco (San Francisco, CA) Shutters on the Beach (Santa Monica, CA) Grand Hotel (Mackinac Island, MI) Stein Eriksen Lodge (Deer Valley, UT) The Grove Park Inn Resort and Spa (Asheville, NC) Tanque Verde Ranch (Tucson, AZ) Hotel Del Coronado (San Diego, CA) Topnotch at Stowe Resort and Spa (Stowe, VT) Juniper Hill Inn (Windsor, VT) White Swan Inn (San Francisco, CA) Kapalua Bay Hotel (Maui, HI)

The Whitehall Hotel (Chicago, IL) The Windsor Court Hotel (New Orleans, LA)

Concierge Collection destinations may have additional charges for some amenities and activities. Certain destinations may also have block-out dates when the accommodations will be unavailable. Contact Member Services for full details and up-to-date information on the specific destination of interest.

Reservation and cancellation policies and guidelines applicable to the Adventurer Collection and the Concierge Collection are described in the attached EXHIBIT D.

Rev. 12/31/2004 12

SECTION V PREOPENING PROGRAM

DVD has established a special plan called the PreOpening Program (the “PreOpening Program"). DVC Members may reserve accommodations at a DVC Resort ("DVC Accommodations") and exchange those accommodations for a reservation of accommodations being constructed by DVD. Accommodations reserved through the PreOpening Program do not include theme park admission. DVD is currently constructing Disney’s Saratoga Springs Resort (the “Preconstruction Resort(s)”) which is included in the PreOpening Program. The following is a description of the accommodations and the amenities available at each:

Hotel

Number of Rooms *

Room Type/

Approximate Size

Number of Baths

Kitchen

Facilities

Number of

Pools

Number of Tennis Courts

Number of

Restaurants

Disney’s Saratoga Springs Resort

2 Grand Villas (Three Bedrooms) 24 Two-Bedrooms that can be locked-off into One-Bedroom (714 sq. ft.) & Studio (355 sq. ft.) Vacation Homes 20 Two-Bedrooms that cannot be locked-off

46 Vacation Homes

2,113 sq. ft.

1,069 sq. ft.

1,075 sq. ft.

3 2

2

1 1

1

2 2 1

*Currently, plans for Disney’s Saratoga Springs Resort contemplate that each building will consisting of 46 accommodations as described above. All buildings will not be available at the same time. Availability is based on completion of construction and opening. DVC Members who elect to participate in the PreOpening Program may do so upon the following terms and conditions: 1. PROGRAM AND PURPOSE. The PreOpening Program is being offered solely by DVD and is intended for incidental use by DVC Members and their Guests. Participation in the PreOpening Program by a DVC Member is voluntary. Subject to paragraph 11 below, DVD reserves the right to limit or eliminate, in its sole discretion and without further notice to DVC Members, the ability of a DVC Member to exchange the use of DVC Accommodations for accommodations available under the PreOpening Program. 2. REQUESTING A RESERVATION. A DVC Member may request a reservation for accommodations at the Preconstruction Resort(s) by contacting Member Services. Such accommodations are subject to availability. If the accommodations requested are available for the date(s) requested, a reservation for the accommodations will be confirmed by Member Services on behalf of the DVC Member. In exchange for receiving a confirmed reservation for such accommodations, the DVC Member will be assisted by Member Services to reserve, subject to the satisfaction of the DVC Member and all terms and conditions required for making a reservation, comparable DVC Accommodations using the appropriate PreOpening Points Charts set forth below. The reserved DVC Accommodations and all related nights will then be assigned to DVD in exchange for receiving a confirmed reservation for the accommodations at the Preconstruction Resort. PreOpening Points used by the DVC Member(s) to reserve the DVC Accommodations will be deducted from the total number of PreOpening Points allotted to the ownership interest for a particular Use Year (including banked and borrowed PreOpening Points). Occupancy of accommodations at the Preconstruction Resort must occur in the Use Year during which the DVC Accommodations assigned to DVD may be occupied. The determination of comparable accommodations is based on a PreOpening Points Chart that establishes a ”PreOpening Point” value for accommodations in each resort in the PreOpening Program for each day of the year. The current PreOpening Points Chart for the Preconstruction Resort is set out below, however, DVD reserves the right to revise or adjust any or all charts at any time. All confirmed reservations for accommodations are conditioned on the Preconstruction Resort receiving a certificate of occupancy and subject to the Vacation Points Chart in existence at the time of occupancy. Please refer to the applicable Vacation Points Chart.. In the event the Preconstruction Resort(s) has not received a certificate of occupancy prior to the date of intended occupancy, DVD reserves the right to substitute replacement accommodations as provided herein. For the purpose of comparing relative occupancy value for DVC Accommodations and accommodations at the Preconstruction Resort and establishing the basis upon which DVC Accommodations may be exchanged for accommodations at the Preconstruction Resort, one PreOpening Point is equivalent to one annually allotted "Vacation Point" in the Disney Vacation Club central reservation system.

Rev. 12/31/2004 13

Disney’s Saratoga Springs Resort PreOpening 2005 Points Chart

1-Bedroom 2-Bedroom Studio Vacation Home Vacation Home Grand Villa (Sleeps up to 4) (Sleeps up to 4) (Sleeps up to 8) (Sleeps up to 12)

Adventure Season January 1 - 31 Sun-Thur 11 Sun-Thur 20 Sun-Thur 27 Sun-Thur 67September 1 - 30 Fri-Sat 20 Fri-Sat 41 Fri-Sat 54 Fri-Sat 85December 1 - 14 Weekly 95 Weekly 182 Weekly 243 Weekly 505

Choice Season October 1 - 31 Sun-Thur 11 Sun-Thur 22 Sun-Thur 29 Sun-Thur 71November 1 - 22 Fri-Sat 21 Fri-Sat 42 Fri-Sat 55 Fri-Sat 86November 26 - 30 Weekly 97 Weekly 194 Weekly 255 Weekly 527December 15 - 23

Dream Season February 1 - 15 Sun-Thur 12 Sun-Thur 25 Sun-Thur 31 Sun-Thur 79May 1 - 31 Fri-Sat 26 Fri-Sat 50 Fri-Sat 65 Fri-Sat 106June 1 - 10 Weekly 112 Weekly 225 Weekly 285 Weekly 607August 16 - 31

Magic Season February 16 – 28; March 1 - 19 Sun-Thur 13 Sun-Thur 27 Sun-Thur 36 Sun-Thur 97April 3 - 30; Fri-Sat 29 Fri-Sat 54 Fri-Sat 68 Fri-Sat 117June 11 – 30; July 1 - 31 Weekly 123 Weekly 243 Weekly 316 Weekly 719August 1 – 15; November 23 - 25

Premier Season April 4 - 17 Sun-Thur 17 Sun-Thur 36 Sun-Thur 45 Sun-Thur 117December 24 - 31 Fri-Sat 39 Fri-Sat 68 Fri-Sat 95 Fri-Sat 142 Weekly 163 Weekly 316 Weekly 415 Weekly 869

3. RESERVATION LIMITATIONS. Reservations for accommodations at the Preconstruction Resort may be requested in accordance with the same reservation windows and policies as apply for reservations in the Disney Vacation Club central reservation system. Reservation requests may be made only by a DVC Member, however reserved accommodations may be occupied by a DVC Member and/or a Guest or Guests. Reserved accommodations are for the personal use of DVC Members and their Guests and may not be assigned, bartered, rented, sold, otherwise transferred or used for any commercial purpose by the DVC Member or Guest in whose name the reservation is confirmed. 4. ROOM TYPES AVAILABLE. Not all room types or views will be available at all times. (Members should contact Member Services for specific information). Reservations will be confirmed for a specific Preconstruction Resort; however, a specific room will not be assigned until check-in. While requests for a specific room location will be considered, there is no guarantee that a DVC Member and/or a Guest will be assigned a specific room location. 5. BLOCK-OUT PERIODS AND UNAVAILABILITY. DVD reserves the right, in its sole discretion and without the consent of any DVC Member or Guest, to impose block-out periods for any time period(s) at any or all Preconstruction Resort(s). Reservations may not be made for the dates included in the block-out period(s). DVC Members will compete with the general public in seeking and reserving accommodations in the Preconstruction Resort(s). DVC Members may reserve accommodations on a first-come, first-served basis and subject to availability. Please refer to the applicable PreOpening Points Chart(s) above. 6. CHARGES FOR PROGRAM RESERVATIONS. The DVC Member and/or Guest occupying accommodations through the PreOpening Program shall be responsible for all charges and expenses associated with such occupancy (for example, long distance telephone calls and room service) except for the cost of the individual accommodation itself. DVD will reimburse Member Services for all costs incurred for operating and facilitating the PreOpening Program, which costs shall not be included as a part of the common expenses of the condominium at any DVC Resort. 7. CHARGES FOR ADDITIONAL RESERVATIONS. If a DVC Member and/or Guest wish (es) to reserve accommodations at a Preconstruction Resort before or after the time period reserved through the Program, a separate reservation or reservations must be made and all charges and expenses, including the cost of the reserved accommodations and all resort, occupancy, and sales tax associated with such occupancy, shall be the responsibility of the DVC Member and/or the Guest(s) occupying the accommodations.

Rev. 12/31/2004 14

8. CANCELLATIONS. To cancel accommodations reserved through the PreOpening Program, the DVC Member or a Guest must contact Member Services. In the event of cancellation more than 30 days prior to the commencement of the reserved time period for the accommodations, the DVC Member or Guest may only request, subject to availability, alternate reservation(s) of other accommodations at the Preconstruction Resort(s) through the PreOpening Program or at a DVC Resort after the opening of the Preconstruction Resort. Such alternate reservation may be reserved sixty (60) days or less before the desired date of arrival. Requests for and occupancy of accommodations at a Preconstruction Resort or DVC Resort following cancellation of an initial reservation must occur within the Use Year during which the DVC Accommodations assigned to DVD may be occupied. If cancellation occurs less than thirty (30) days prior to the commencement of the reserved time period for the accommodations or if cancellation occurs on the scheduled arrival date or if the DVC Member or Guest fails to check in within 24 hours following the commencement of the reserved time period for accommodations at the Preconstruction Resort, the DVC Member or Guest is not entitled to request or receive other accommodations at any Preconstruction Resort(s) or at any DVC Resort and is not entitled to occupy the DVC Accommodations assigned to DVD. 9. EARLY CHECK OUT. If a DVC Member or Guest checks out of accommodations at the Preconstruction Resort(s) reserved through the PreOpening Program prior to the end of the reserved period, the DVC Member and/or Guest is not entitled to request or receive other accommodations at any Preconstruction Resort(s) or at any DVC Resort. In no event shall a DVC Member or Guest be entitled through the PreOpening Program to occupy the DVC Accommodations assigned to DVD. 10. ASSIGNMENT OF DVC ACCOMMODATIONS TO DVD. By accepting a confirmed reservation for accommodations at the Preconstruction Resort, the DVC Member irrevocably assigns to DVD all occupancy and use rights associated with the DVC Accommodations reserved by the DVC Member by utilizing a certain number of the DVC Member's allotted Vacation Points. DVD shall have the right to use the DVC Accommodations assigned to it, to assign or transfer use of such DVC Accommodations to any other person, and/or to rent the DVC Accommodations to any other person and retain the proceeds of such rental. The DVC Member who has assigned the DVC Accommodations to DVD shall not be entitled to any rental or other compensation in the event the DVC Accommodations are rented or otherwise transferred for compensation by DVD. 11. PROGRAM CHANGES AND AMENDMENTS. DVD reserves the right to limit or eliminate, in its sole discretion and without notice to DVC Members, the availability the PreOpening Program or any Preconstruction Accommodations in any Preconstruction Resort(s). DVD reserves the right to amend the terms and conditions of the PreOpening Program at any time, in its sole discretion, without prior notice to or permission from any DVC Member. DVD reserves the right to modify, supplement, or terminate the PreOpening Program at any time, in its sole discretion, without prior notice to or permission from any DVC Member, subject to the obligation on the part of DVD to honor reservations for accommodations in the Preconstruction Resort(s) confirmed prior to termination. The continued availability of the PreOpening Program is not necessary in order for any accommodation or facility of any DVC Resort to be available for use by DVC Members. In the event the PreOpening Program, or any portion thereof, becomes unavailable as a result of events beyond the developer's control the developer reserves the right to substitute a replacement benefit of a type, quality, value and term reasonably similar to the PreOpening Program. Reservations at a DVC Resort shall be deemed conclusively to be reasonably similar to unavailable Preconstruction Resort(s).

Rev. 12/31/2004 15

EXHIBIT A THE DISNEY COLLECTION

Hotel

Number of Rooms

Approximate Room Size

Number of Baths

Kitchen Facilities

Number of Pools

Number of Tennis Courts

Number of Restaurants

Disney’s Animal Kingdom Lodge 1293 344 Sq. Ft. 1 No 1 None 2, plus food court

Disney’s Caribbean Beach Resort 2,112 340 Sq. Ft. 1 No 7 None 1, plus food court

Disney's Contemporary Resort 1,020 436 Sq. Ft. 1 No 2 6 (lighted) 3, plus food court

Disney’s Coronado Springs Resort 1,924 315 Sq. Ft. 1 No 4 None 1, plus food court

Disney’s Grand Californian Hotel 751 353 Sq. Ft. 1 No 3 None 3

Disney's Grand Floridian Resort & Spa 839 340-400 Sq. Ft. 1 No 1 2 (lighted) 5, plus food court

Disney’s Paradise Pier Hotel 502 350 Sq. Ft. 1 No 1 None 2

Disney's Polynesian Resort 853 391-483 Sq. Ft. 1 No 2 None 3, plus food court

Disney’s Port Orleans Resort Riverside 2,048 315 Sq. Ft. 1 No 6 None 1, plus food court

Disney’s Port Orleans Resort French Quarter

1,008 315 Sq. Ft. 1 No 1 None 1 Food court

Disney's Yacht Club Resort* 512 381 Sq. Ft. 1 No 2 * 2 (lighted) 2

Disney’s Fort Wilderness Resort and Campground (Wilderness Homes and Cabins)

400 504 Sq. Ft. 1 Yes 2 2 (lighted) 2

Disneyland Hotel - California 1,131 407 Sq. Ft. 1 No 3 10 6

Disneyland Hotel - Paris 550 365.84 Sq. Ft. 1 No 1 None 3

Disney’s Hotel New York 574 333.56 Sq. Ft. 1 No 1 2 (lighted) 2

Disney’s Newport Bay Club 1,098 290.52 Sq. Ft. 1 No 1 None 2

Disney’s Sequoia Lodge 1,011 290.52 Sq. Ft. 1 No 1 None 1

*Disney's Beach Club Resort and Disney's Yacht Club Resort share three swimming pools.

DISNEY CRUISE LINE

Cruise Duration Meals Accommodations Services/Activities, Some services for a fee.

Bahamas

3 Night All shipboard meals included

Nightly accommodations on the Disney Wonder

Use of all shipboard services and activities

Bahamas

4 Night All shipboard meals included

Nightly accommodations on the Disney Wonder


Eastern Caribbean 7 Night

All shipboard meals included

Nightly accommodations on the Disney Magic


Western Caribbean 7 Night




Mexico 7 Night




Mexico 6 Night (sails July 17, 2005 only)




Rev. 12/31/2004 16

EXHIBIT B ADVENTURER COLLECTION

Travel Package

(Provider) Meals Included Accommodations Included Transportation Included Other Items Included

Canadian Rockies Bicycling Trip/Inn (Backroads)

o All meals, except for 1 lunch to be arranged by the participant

o Snacks and refreshments

per itinerary

o 5 nights, double occupancy, private bath (Inn)

o Fares for trains, ferries, private coaches or other travel which are specifically included on trip itineraries

o Services of Backroads tour leaders and support vans

o All baggage handling during package o Tips and gratuities at hotels and

restaurants included in itinerary o Use of bicycle and protective headgear

for duration of itinerary California Wine Country Bicycling Trip (Backroads)

o All meals, except for one lunch and one dinner to be arranged by the participant


per itinerary

o 5 nights, double occupancy, private bath (Hotel)



o All baggage handling during package (including hotels)

o Tips and gratuities at hotels and restaurants included in itinerary

o Use of bicycle and protective headgear for duration of itinerary

France - Loire Valley Bicycling Trip (Backroads)

o All meals, except for 2 lunches to be arranged by the participant


per itinerary



o Van transfer from train station to trip starting point





Italy - Tuscany Bicycle Trip (Backroads)

o All meals, except for 3 lunches and 1 dinner to be arranged by the participant


per itinerary



o Motorcoach transfer from Florence, Italy, to tour start/end points





Massachusetts – Martha’s Vineyard/Nantucket Multisport Trip (Backroads)

o All meals, except for 1 lunch and 2 dinners to be arranged by the participant


per itinerary






o Use of protective headgear for duration of itinerary

South Carolina and Georgia – Multisport Trip (Backroads)

o All meals o Snacks and refreshments

per itinerary







Utah – Canyonlands Multisport Trip (Backroads)


per itinerary







Vermont - Southern Bicycle Trip (Backroads)

o All meals, except for 1 lunch to be arranged by the participant







Rev. 12/31/2004 17

ADVENTURER COLLECTION (continued) Travel Package (Provider)

Meals Included

Accommodations Included

Transportation Included Other Items Included

Wyoming – Yellowstone and Tetons Multisport Trip (Backroads)


per itinerary







Tanzania Safari Trips (Wineland – Thomson Adventures, Inc.)

o All meals, snacks and refreshments per itinerary

o 10 nights, double occupancy with private bath (Lodge/Hotel)

o Land transportation per itinerary

o Airport transfers (per itinerary)

o Admission to Tanzanian National Parks o Services of Guides, Cooks, Support

Staff and Drivers

Costa Rica Eco-tour (Wineland – Thomson Adventures, Inc.)

o All meals, snacks and refreshments per itinerary

o 8 nights, double occupancy w/ private bath (Lodge/Hotel)

o Land transportation per itinerary

o Boat transfer from Matina to Tortuguero

o Air transfer from Tortuguero to San José

o Airport transfers (per itinerary) maximum two per group each way

o Night and day boat tours on the Tortuguero Canals

o Pacific Island Cruise on Calypso Catamaran "Manta Raya" or similar

o Tour of Monteverde Cloud Forest Reserve

o Admission to Butterfly Farm and Slide Show at Monteverde

o Services of a driver and a bi-lingual naturalist guide

HOLLAND AMERICA LINE

Cruises Duration Meals Accommodations Services and Activities. Alaska

7 Nights All shipboard meals included Nightly shipboard accommodations in Large Outside Stateroom (Category CH)


Rev. 12/31/2004 18

EXHIBIT C Policies and Guidelines The Disney Collection

This EXHIBIT C is hereby incorporated in and made a part of this Guidebook. DVC Members who elect to participate in The Disney Collection Program (the “Collection”) may do so upon the following terms and conditions:

1. PROGRAM AND PURPOSE. The Collection is being offered solely by DVD and is intended for incidental use by DVC Members and their Guests. Participation in the Collection by a DVC Member is voluntary. Subject to paragraph 11 below, DVD reserves the right to limit or eliminate, in its sole discretion and without further notice to DVC Members, the ability of a DVC Member to exchange the use of DVC Accommodations for Disney Collection Accommodations.

2 REQUESTING A RESERVATION. A DVC Member may request a reservation for Disney Collection Accommodations by contacting Member Services. Such accommodations are subject to availability. If the accommodations requested are available for the date(s) requested, the accommodations will be obtained by DVD pursuant to its respective agreement with the applicable Disney Collection Accommodations Owner. A reservation for the accommodations will then be confirmed by Member Services on behalf of the DVC Member. In exchange for receiving a confirmed reservation for Disney Collection Accommodations, the DVC Member will be assisted by Member Services to reserve, subject to the satisfaction by the DVC Member of all terms and conditions required for making a reservation, comparable DVC Accommodations using the appropriate Reservation Points Charts set forth in the Member Guidebook. The reserved DVC Accommodations and all related nights will then be assigned to DVD in exchange for receiving a confirmed reservation for the Disney Collection Accommodations. Vacation Points used by the DVC Member(s) to reserve the DVC Accommodations will be deducted from the total number of Vacation Points allotted to the ownership interest for a particular Use Year (including banked and borrowed Vacation Points). Occupancy of Disney Collection Accommodations must occur in the Use Year during which the DVC Accommodations assigned to DVD may be occupied. If Reservation Points Charts have not been determined for the date(s) requested by a DVC Member, DVD reserves the right to hold the DVC Member reservation request and confirm the DVC Member reservation request when the Reservation Points Charts become available.

The determination of comparable accommodations is based on a resort Vacation Point Chart which establishes a "Reservation Point" value for accommodations in each of the Resort Hotels for each day of the year. The present resort Reservation Points Charts for the Resort Hotels are set out in the Member Guidebook, however, DVD reserves the right to revise or adjust any or all charts at any time.

For the purpose of comparing relative occupancy value for DVC Accommodations and Disney Collection Accommodations and establishing the basis upon which DVC Accommodations may be exchanged for Disney Collection Accommodations, one Reservation Point is equivalent to one annually allotted "Vacation Point" in the Disney Vacation Club central reservation system. Reservation Points have no other relationship with or comparison to Vacation Points, and Reservation Points are established for convenience of reference only.

3. RESERVATION LIMITATIONS. Reservations for Disney Collection Accommodations may be requested for a time period which begins 11 months from check-in date, or (a) less than 48 hours with respect to any WDW Resort Hotel or any DISNEYLAND® Resort Hotel in California or (b) less than 14 days with respect to any DISNEYLAND® Paris Resort Hotel, from the date the reservation request is made by the DVC Member. In addition, during the last 60 days of the DVC Member's Use Year, DVC Members cannot make a reservation for and travel on Hotel Accommodations for an arrival during the last 60 days of that Use Year. Reservation requests may be made only by a DVC Member, however reserved Disney Collection Accommodations may be occupied by a DVC Member and/or a Guest or Guests. Reserved Disney Collection Accommodations are for the personal use of DVC Members and their Guests and may not be assigned, bartered, rented, sold, otherwise transferred or used for any commercial purpose by the DVC Member or Guest in whose name the reservation is confirmed.

4. ROOM TYPES AVAILABLE. Disney Collection Accommodations do not include suites in any of the Resort Hotels or Disney’s Grand Floridian Resort & Spa main building, and upgrades to these types of accommodations are not available. Not all room types or views will be available at all times. (Members should contact Member Services for specific information). Reservations will be confirmed for a specific Resort Hotel however, a specific room will not be assigned until check-in. While requests for a specific room location will be considered, there is no guarantee that a DVC Member and/or a Guest will be assigned a specific room location.

5. BLOCK-OUT PERIODS AND UNAVAILABILITY. DVD reserves the right, in its sole discretion and without the consent of any DVC Member or Guest, to impose block-out periods for any time period(s) at any or all Resort Hotels. Reservations may not be made for the dates included in the block-out period(s). DVC Members will compete with the general public in seeking and reserving accommodations in Resort Hotels and DVC Members will enjoy no priority when requesting reservations for such accommodations. Some Resort Hotels may be unavailable from time to time due to seasonal operation.

Rev. 12/31/2004 19

6. CHARGES FOR PROGRAM RESERVATIONS. The DVC Member and/or Guest occupying accommodations through the Collection shall be responsible for all charges and expenses associated with such occupancy (for example, long distance telephone calls and room service) except for the cost of the individual Hotel Accommodation itself and any resort, occupancy and/or sales tax associated with such occupancy. DVD will reimburse Member Services for all costs incurred for operating and facilitating the Collection, which costs shall not be included as a part of the common expenses of the condominium at a DVC Resort.

7. CHARGES FOR ADDITIONAL RESERVATIONS. If a DVC Member and/or Guest wish(es) to reserve accommodations at a

Resort Hotel before or after the time period reserved through the Collection, a separate reservation or reservations must be made and all charges and expenses, including the cost of the reserved accommodations and all resort, occupancy, and sales tax associated with such occupancy, shall be the responsibility of the DVC Member and/or the Guest(s) occupying the accommodations.

8. CANCELLATIONS. To cancel accommodations reserved through the Collection, the DVC Member or a Guest must telephone Member Services. If cancellation occurs more than (a) 72 hours prior to the commencement of the reserved time period for the Disneyland Hotel, Disney’s Grand Californian Hotel and Disney’s Paradise Pier Hotel or (b) 5 days prior to the commencement of the reserved time period for any WDW Resort Hotel or (c) 17 days prior to the commencement of the reserved time period for any DISNEYLAND Paris Resort Hotel, the DVC Member or Guest may only request, subject to availability, reservation of other accommodations at the same or another Resort Hotel through The Disney Collection or reservation of other accommodations through the Concierge Collection or Adventurer Collection, which requires the same or fewer Reservation Points as the Disney Collection Accommodations for which the reservation was canceled. Requests for and occupancy of accommodations at a Resort Hotel following cancellation of an initial reservation must occur within the Use Year during which the DVC Accommodations assigned to DVD may be occupied. If cancellation occurs less than (a) 72 hours prior to the commencement of the reserved time period for the Disneyland Hotel, Disney’s Grand Californian Hotel and Disney’s Paradise Pier Hotel or (b) 5 days prior to the commencement of the reserved time period for any WDW Resort Hotel or (c) 17 days prior to the commencement of the reserved time period for any DISNEYLAND Paris Resort Hotel or if the DVC Member or Guest fails to check in within 24 hours following the commencement of the reserved time period for any Resort Hotel, the DVC Member or Guest is not entitled to request or receive other accommodations at any Resort Hotel and is not entitled to occupy the DVC Accommodations assigned to DVD.

9. EARLY CHECK OUT. If a DVC Member or Guest checks out of accommodations at a Resort Hotel reserved through the Collection prior to the end of the reserved period, the DVC Member and/or Guest is not entitled to request or receive other accommodations at any Resort Hotel. In no event shall a DVC Member or Guest be entitled through the Collection to occupy the DVC Accommodations assigned to DVD.

10. ASSIGNMENT OF DVC ACCOMMODATIONS TO DVD. By accepting a confirmed reservation for Disney Collection Accommodations, the DVC Member irrevocably assigns to DVD all occupancy and use rights associated with the DVC Accommodations reserved by the DVC Member by utilizing a certain number of the DVC Member's allotted Vacation Points. DVD shall have the right to use the DVC Accommodations assigned to it, to assign or transfer use of such DVC Accommodations to any other person, and/or to rent the DVC Accommodations to any other person and retain the proceeds of such rental. The DVC Member who has assigned the DVC Accommodations to DVD shall not be entitled to any rental or other compensation in the event the DVC Accommodations are rented or otherwise transferred for compensation by DVD.

11. PROGRAM CHANGES AND AMENDMENTS. DVD reserves the right to amend the terms and conditions of the Collection at any time, in its sole discretion, without prior notice to or permission from any DVC Member. DVD reserves the right to modify, supplement, or terminate the Collection at any time, in its sole discretion, without prior notice to or permission from any DVC Member, subject to the obligation on the part of DVD to honor reservations for accommodations in Resort Hotels confirmed prior to termination. The continued availability of the Collection is not necessary in order for any accommodation or facility of any DVC Resort to be available for use by DVC Members. In the event the Collection, or any portion thereof, becomes unavailable as a result of events beyond the developer's control the developer reserves the right to substitute a replacement benefit of a type, quality, value and term reasonably similar to the Collection. Reservations at a DVC Resort shall be deemed conclusively to be reasonably similar to an unavailable Resort Hotel.

12. AGREEMENT OF DISNEY COLLECTION ACCOMMODATIONS OWNERS TO HONOR CONFIRMED DISNEY COLLECTION ACCOMMODATIONS. DVD, WDW, WCO, ED and EDL are separate and distinct legal entities. No Disney Collection Accommodations Owner is offering the Collection to DVC Members and Guests nor is any Disney Collection Accommodations Owner offering the vacation ownership plan at any DVC Resort, and no Disney Collection Accommodations Owner, therefore, is a developer for purposes of Chapter 721, Florida Statutes. However, each Disney Collection Accommodations Owner, in accordance with the terms of its respective Disney Collection Accommodations Purchase Agreement with DVD, has agreed to make accommodations at its respective Resort Hotel(s) reserved through the Collection available to DVC Members and/or Guests with confirmed reservations, even if, through financial insolvency or otherwise, DVD fails or is unable to pay the respective Disney Collection Accommodations Owner for such confirmed accommodations.

Rev. 12/31/2004 20

EXHIBIT D Policies and Guidelines

Adventurer Collection, Concierge Collection and Disney Cruise Line This EXHIBIT D is hereby incorporated in and made a part of this Guidebook. DVC Members who elect to participate in the Disney Vacation Club Travel Program (the “Program”) may do so upon the following terms and conditions:

1. PROGRAM AND PURPOSE. The Program is being offered solely by DVD and is intended for incidental use by DVC Members and their Guests. Subject to paragraph 10 below, DVD reserves the right to limit or eliminate, in its sole discretion and without further notice to DVC Members, the ability of a DVC Member to exchange the use of DVC Accommodations for a reserved Travel Package. Participation in the Program by a DVC Member is completely voluntary.

2. REQUESTING A RESERVATION. A DVC Member may request a reservation for Travel Packages by contacting Member Services. Such accommodations are subject to availability. If the Travel Package requested is available for the date(s) requested, the Travel Package will be obtained by DVD pursuant to its respective agreement with the applicable Travel Package Provider. A reservation for the Travel Package will then be confirmed by Member Services on behalf of the DVC Member in exchange for receiving a confirmed reservation for Travel Packages. The DVC Member will then be assisted by Member Services to reserve, subject to the satisfaction by the DVC Member of all terms and conditions required for making a reservation, comparable DVC Accommodations using the appropriate Reservation Points Charts set forth in the Member Guidebook. The reserved DVC Accommodations and all related rights will then be assigned to DVD in exchange for receiving a confirmed reservation for the Travel Package. Vacation Points used by the DVC Members to reserve the DVC Accommodations will be deducted from the total number of Vacation Points allocated to the ownership interest of the DVC Member for the particular Use Year during which the DVC Accommodations are reserved (including banked and borrowed Vacation Points). The Travel Packages must occur in the Use Year during which the DVC Accommodations assigned to DVD may be occupied. If Reservation Points Charts have not been determined for the date(s) requested by a DVC Member, DVD reserves the right to hold the DVC Member reservation request and confirm the DVC Member reservation request when the Reservation Points Charts become available.

The determination of comparable DVC Accommodations is based on Vacation Points Charts which establishes a "Reservation Point" value for each of the Travel Packages. The present Reservation Points Charts for the Travel Packages are set forth in the Member Guidebook, however, DVD reserves the right to revise or adjust any or all charts at any time.

3. RESERVATION LIMITATIONS. Reservations for Travel Packages may not be requested for a time period which begins more than 11 months, or (i) less than 14 days with respect to any Adventurer Collection Travel Package in a North American jurisdiction and any DCL cruise vacation; (ii) less than 28 days with respect to any Adventurer Collection Travel Package in an international jurisdiction; or (iii) less than 7 days with respect to any Concierge Collection accommodation, from the date the reservation request is made by the DVC Member. In addition, during the last 60 days of the DVC Member's Use Year, DVC Members cannot make a reservation for and travel on a Travel Package which commences during the last 60 days of that Use Year. Reservation requests may be made only by a DVC Member; however Travel Packages may be used by DVC Members and their Guests, so long as no compensation is paid by the Guest to the DVC Member for such use. Travel Packages are for the personal use of DVC Members and their Guests and may not be assigned, bartered, rented, sold, otherwise transferred or used for any commercial purpose by the DVC Member or Guest in whose name the reservation is confirmed.

4. BLOCK-OUT PERIODS; SPACES IN TRAVEL PACKAGES ALLOCATED BY PROVIDERS. DVD reserves the right, in its sole discretion and without the consent of any DVC Member or Guest, to impose block-out periods for any Travel Packages. If a block-out period is imposed, reservations may not be made for the dates included in such block-out periods. DVD may be allocated a limited number of spaces in particular Travel Packages by the respective Travel Package Provider; however, DVC Members will compete with other DVC Members in seeking and reserving this limited number of allocated spaces in the Travel Packages. Once the limited number of spaces in a particular Travel Package has been reserved by DVC Members, other DVC Members will enjoy no priority when requesting reservations for such accommodations and will compete with the general public in seeking and reserving spaces in the Travel Packages.

5. RIGHT TO SUBSTITUTE COMPARABLE TRAVEL PACKAGES. In the event that any portion of the Travel Packages becomes unavailable as a result of events beyond the control of DVD, DVD reserves the right to substitute a replacement Travel Package of a type, quality, value and term reasonably similar to the unavailable Travel Package. Reservations at a DVC Resort for a number of nights equal to the number of nights included in the unavailable Travel Package shall be deemed conclusively to be reasonably similar to the unavailable Travel Package.

DCL may in its sole discretion and without prior notice change, substitute, postpone, cancel or deviate from any scheduled sailing, itinerary or call at any port, and may substitute another vessel for the ship. DCL, DVD, DVCMC or any of their affiliates shall not be liable for any loss or damage incurred by DVC Member as a result of any such change, substitution, postponement, cancellation or deviation. The DVC Member shall pay any and all expenses incurred if a DVC Member is detained on board ship or elsewhere at any stage of a voyage because of quarantine, port regulations, prevailing applicable law, illness or other cause.

Rev. 12/31/2004 21

6. INCIDENTAL AND ADDITIONAL CHARGES. The DVC Member and/or Guest using Travel Packages through the Adventurer Collection or the Concierge Collection or cruise accommodations through Disney Cruise Line shall be responsible for all incidental charges and expenses relating to items that are not included in the Travel Package or cruise vacation itinerary which may include, but are not limited to, customs charges, meals, transportation, or excursions not included on the itineraries, park admission fees, port charges, single occupancy surcharges, small group surcharges, visa fees, and other similar charges. Increases in National Park fees or other costs beyond DVD's control will be the responsibility of the DVD Member and/or Guest(s). The DVC Member and/or Guest occupying accommodations at a Concierge Collection destination through the Concierge Collection shall be responsible for all charges and expenses associated with such occupancy (for example, long distance telephone calls and room service) except for the cost of the individual accommodation, any resort, occupancy and/or sales tax associated with such occupancy, and any meals specifically included. If a DVC Member and/or Guest wish(es) to reserve accommodations at a Concierge Collection location before or after the time period reserved through the Program, a separate reservation or reservations must be made and all charges and expenses, including the cost of the reserved accommodations and all resort, occupancy, and sales tax associated with such occupancy, shall be the responsibility of the DVC Member and/or the Guest(s) occupying the accommodations.

7. EXCHANGE FEES AND PROGRAM COSTS. DVC Members will be charged a non-refundable $95.00 transaction fee per Adventurer Collection or Concierge Collection confirmed exchange or a non-refundable $75.00 transaction fee per Disney Cruise Line confirmed exchange, which is payable at the time of confirmation. Additional transportation fees and costs of cash reservations, if any, are also payable at the time of confirmation. If payment of all such fees is not received at confirmation, DVD reserves the right to cancel the confirmed reservation. A change to a confirmed reservation is considered a cancellation which requires a new reservation and payment of a non-refundable transaction fee in the applicable amount. DVD will reimburse Member Services for all costs incurred for operating and facilitating the Program, which costs shall not be included as a part of the common expenses of the condominium at a DVC Resort. This fee is subject to change at the sole discretion of DVD. DVC Members who are delinquent on payment of any exchange fees and/or program costs may not request reservations for any Travel Package.

8. CANCELLATIONS. If confirmed reservations for Travel Packages are canceled for any reason by DVD or the Travel Package Provider, then the DVC Member may request reservations for other comparable Travel Packages then currently available through the Program, or reservations for resort rooms through The Disney Collection Program, subject to availability.

Travel Packages reserved through the Program may be canceled by the DVC Member by contacting Member Services. If confirmed reservations for Travel Packages are canceled for any reason by the DVC Member, then the DVC Member may only request reservations (subject to the cancellation policy) for other comparable Travel Packages then currently available through the Program, or reservations through The Disney Collection Program, subject to availability, which requires the same or fewer Reservation Points as the Travel Packages canceled. Such reservations must be made, and occupancy must be completed, prior to the expiration of the Use Year during which the reserved DVC Accommodations assigned to DVD may be occupied. The number of Reservation Points that will be available to the DVC Member in reserving such other Travel Packages or Disney Collection Accommodations will be based on the number of Vacation Points originally used by the DVC Member to reserve the DVC Accommodations, less a number of Reservation Points to be determined in accordance with the following tables:

Adventurer Collection - Biking Trips Cancellation Policy for Reservation Points & Cash Reservations: Notice of Cancellation Penalty per person 91+ Days 15 Reservation Points 61 - 90 Days 25% of Reservation Points/Cash Payment 31 - 60 Days 50% of Reservation Points/Cash Payment 0 - 30 Days No Refund

Adventurer Collection – Costa Rica Eco-Tour & Tanzania Safari Trips Cancellation Policy for Reservation Points & Cash Reservations:

Notice of Cancellation Penalty per person 61+ Days 54 Reservation Points 46 – 60 Days 50% of Reservation Points/Cash Payment 30 – 45 Days 65% of Reservation Points/Cash Payment 0 – 29 Days No Refund

Cruise Vacations - Holland America Line Cancellation Policy for Reservation Points & Cash Reservations: Notice of Cancellation Penalty per person 46 - 75 Days 49 Reservation Points 16 - 45 Days 50% of Reservation Points/Cash Payment 0 - 15 Days No Refund

Rev. 12/31/2004 22

Cruise Vacations - Disney Cruise Line Cancellation Policy for Reservation Points & Cash Reservations: Notice of Cancellation Penalty per person 30 – 59 Days 32 Reservation Points 8 – 29 Days 50% of Reservation Points 0 - 7 Days No Refund

Concierge Collection Cancellation Policy for Reservation Points:

The American Club Topnotch at Stowe Resort and Spa Boston Harbor Hotel White Swan Inn Petite Auberge The Whitehall Hotel The Plaza Hotel The Windsor Court Hotel

Reservations cancelled 2 days or less in advance of the arrival date will forfeit one night charge of Reservation Points.

Arizona Biltmore Resort and Spa

Reservations cancelled 2 days or less in advance of the arrival date will forfeit two nights charge of Reservation Points.

Big Cedar Lodge The Grove Park Inn Resort and Spa


The Broadmoor Reservations cancelled 7 days or less in advance of the arrival date will forfeit two nights charge of Reservation Points.

Charleston Place Kapalua Bay Hotel The Fairmont San Francisco Royal Garden Hotel Hotel del Coronado


The Dorchester Reservations cancelled 4 days or less in advance of the arrival date will forfeit one night charge of Reservation Points.

The Equinox The Sagamore


Grand Hotel Reservations cancelled 10 days or less in advance of the arrival date will forfeit one night charge of Reservation Points.

Juniper Hill Inn Reservations cancelled 7 days or less in advance of the arrival date will forfeit one night charge of Reservation Points or ½ of total Reservation Points required for entire stay, whichever is greater.

Keystone Resort Once reservations are confirmed, the following penalties will apply if canceled: - 31 or more days in advance – charge of five Reservation

Points - 30 or less days in advance – forfeiture of all Reservation

Points used to make reservation - 31 or more days in advance – charge of five Reservation

Points - 61 or more days in advance for Christmas bookings –

charge of five Reservation Points - 60 or less days in advance for Christmas bookings –

forfeiture of all Reservation Points used to make reservation

- 61 or more days in advance for Christmas bookings – charge of five Reservation Points

Mauna Lani Bay Hotel and Bungalows

Reservations cancelled 14 days or less in advance of the arrival date will forfeit two nights charge of Reservation Points.

Mandarin Oriental Washington D.C. Shelburne Murray Hill Shutters on the Beach

Reservations cancelled 1 day or less in advance of the arrival date will forfeit one night charge of Reservation Points.

Stein Eriksen Lodge Once reservations are confirmed, the following penalties will apply if canceled: - 46 or more days in advance – one night charge of

Reservation Points - 45 or less days in advance – forfeiture of all Reservation

Points used to make reservation - 46 or more days in advance – one night charge of

Reservation Points Tanque Verde Ranch

Reservations canceled 30 days or less in advance of the arrival date will forfeit two nights charge of Reservation Points.

If the DVC Member or Guest fails to otherwise completely use the Travel Package without notifying DVD, the DVC Member or Guest is not entitled to request or receive other Travel Packages or resort rooms in substitution. In addition, if a DVC Member or Guest checks out of accommodations at a Concierge Collection location reserved through the Program prior to the end of the reserved period, the DVC Member and/or Guest is not entitled to request or receive other accommodations at any

Rev. 12/31/2004 23

Concierge Collection destination. In no event shall a DVC Member or Guest be entitled through the Program to occupy the DVC Accommodations assigned to DVD.

9. ASSIGNMENT OF RESORT ACCOMMODATIONS TO DVD. By accepting a confirmed reservation for a Travel Package, the DVC Member irrevocably assigns to DVD all occupancy use and other rights associated with the DVC Accommodations reserved by the DVC Member by utilizing a certain number of the DVC Member's allocated Vacation Points. DVD shall have the right to use the DVC Accommodations assigned to it, to assign or transfer use of such DVC Accommodations to any other person, to change or modify the reservation for such DVC Accommodations, and/or to rent the DVC Accommodations to any other person and retain the proceeds of such rental. The DVC Member who has assigned the DVC Accommodations to DVD in exchange for a Travel Package shall not be entitled to any rental or other compensation in the event the DVC Accommodations are rented or otherwise transferred for compensation by DVD.

10. PROGRAM CHANGES AND AMENDMENTS. DVD reserves the right to amend the terms and conditions of this Program at

any time, in its sole discretion, without prior notice to or permission from any DVC Member. DVD reserves the right to modify, supplement, or terminate the Program at any time, in its sole discretion, without prior notice to or permission from any DVC Member, subject to the obligation on the part of DVD to honor reservations for Travel Packages confirmed prior to termination. The continued availability of the Program is not necessary in order for any accommodation or facility of any DVC Resort to be available for use by DVC Members.

J:\DATA\Compliance\DOCUMENT\Member Benefits\2004\12312004CLEAN.doc

Rev. 12/31/2004 24

RECEIPT FOR MEMBER BENEFITS GUIDEBOOK By execution below, the Purchaser acknowledges receipt of the Disney Vacation Club Member Benefits Guidebook which describes the following programs: (1) Disney Vacation Club World of Golf Program, (2) Disney Vacation Club World of Attractions Program, (3) The Disney Collection Program, (4) Disney Vacation Club Travel Program and (5) The PreOpening Program.

Resort Hotels, accommodations and services available through the Disney Vacation Club Travel Program and the Disney Vacation Club World of Golf Program, including their respective facilities and amenities, are not accommodations, as defined in §721.05(1), Florida Statutes, of the condominiums or the vacation ownership plan.

These special programs may be modified, supplemented, or terminated at any time by the provider without notice to, or the consent of any Purchaser. Use of, or participation in, these special programs is completely voluntary and payment of any fee(s) or other cost(s) associated with these special programs is required only upon such use or participation. The products or services constituting these special programs are not assignable or otherwise transferable by a Purchaser and may not be resold. No cost(s) of operation, maintenance or repair of any properties or services available as part of or in conjunction with these special programs is passed on to a Purchaser as part of the Purchaser’s assessment for common expenses of the condominium. The continued availability of any or all of these special programs is not necessary in order for any accommodation or facility of the condominiums or the vacation ownership plan to be available for use by Purchasers of the vacation ownership plan in a manner identical in all material respects to that set forth in the Public Offering Statement.

Certain of the Member Benefits described in this Guidebook including, the Vero Beach Golf Option, Special Programs Option, Adventurer Collection and Concierge Collection, as described herein, are provided by independent entities not affiliated with DVD, DVCMC or any of their affiliates, which independent entities shall be solely responsible for all aspects of the applicable Member Benefit. Furthermore, the relationship of DVD, DVCMC or any of their affiliates to any third provider, as aforesaid, is governed by an agreement or arrangement which limits DVD's, DVCMC's or their affiliates' role to that of reservation booking facilitator. Accordingly, neither DVD, DVCMC nor any of their affiliates shall at any time be liable or responsible whatsoever for any loss, injury or damage arising from any benefits, services or products provided by any third party through any of the special programs described in this Guidebook, whether caused by acts of God, acts of governments or other authorities, wars, civil disturbances, hijacks, theft, intentional or negligent acts of any third party or any other cause whatsoever.

All information provided is believed to be true and correct at the time of printing, however, neither DVD nor any of its affiliates shall be responsible for any errors or omissions appearing in this Guidebook.

IN THE EVENT THAT ANY OF THESE SPECIAL PROGRAMS BECOME UNAVAILABLE AS A RESULT OF EVENTS BEYOND THE CONTROL OF THE DEVELOPER, THE DEVELOPER RESERVES THE RIGHT TO SUBSTITUTE A REPLACEMENT INCIDENTAL BENEFIT OF A TYPE, QUALITY, VALUE AND TERM REASONABLY SIMILAR TO THE UNAVAILABLE INCIDENTAL BENEFIT. THE DISNEY VACATION CLUB WORLD OF GOLF PROGRAM, DISNEY VACATION CLUB WORLD OF ATTRACTIONS PROGRAM, THE DISNEY COLLECTION PROGRAM, AND DISNEY VACATION CLUB TRAVEL PROGRAM ("SPECIAL PROGRAMS") ARE INCIDENTAL BENEFITS AS DEFINED IN §721.075, FLORIDA STATUTES AND ARE OFFERED TO PROSPECTIVE PURCHASERS IN THE VACATION OWNERSHIP PLAN. THESE SPECIAL PROGRAMS ARE AVAILABLE FOR YOUR USE FOR A PERIOD OF 3 YEARS OR LESS AFTER THE FIRST DATE THAT THE VACATION OWNERSHIP PLAN IS AVAILABLE FOR YOUR USE. THE AVAILABILITY OF THE SPECIAL PROGRAMS MAY OR MAY NOT BE RENEWED OR EXTENDED. YOU SHOULD NOT PURCHASE AN OWNERSHIP INTEREST IN THE VACATION OWNERSHIP PLAN IN RELIANCE UPON THE CONTINUED AVAILABILITY OR RENEWAL OR EXTENSION OF THESE SPECIAL PROGRAMS. _________________________________________________________________________________________________ Purchaser

Purchaser

Date:________________________________________________ Date:________________________________________________ Purchaser Purchaser

Date:________________________________________________ Date:________________________________________________

disney vacation club member benefits...

Documents