Amazon.com Extends E-Commerce Agreement with Borders Group.

Entertainment Editors/Business Editors/High-Tech Writers

SEATTLE & ANN ARBOR, Mich.--(BUSINESS WIRE)--Nov. 13, 2003

Amazon.com, Inc. (Nasdaq:AMZN) and Borders Group, Inc. (NYSE:BGP) today announced a multi-year extension of their e-commerce agreement. Under the agreement, Amazon.com provides Borders Group with an e-commerce solution of technology services, site content, product selection and customer service for the co-branded "Borders teamed with Amazon.com" (Borders.com) and "Waldenbooks teamed with Amazon.com" (Waldenbooks.com) Web sites. Sales through the sites are recorded by Amazon.com with Borders Group receiving a percentage of sales.

"We are pleased to extend the agreement, which provides Borders and Waldenbooks customers with extraordinary service and an unparalleled online shopping experience," said Borders President Tami Heim. "Our online alliance with Amazon.com has resulted in many successes during the past two years, including the launch of two Web sites, the convenience of In-Store Pick Up for Borders customers, and a dramatic increase in sales originating through the co-branded sites with no incremental marketing investment made by Borders Group."

"We are excited that Borders chose to extend our agreement. Sales transacted through the co-branded Web sites for the 12 months ended September 2003 are more than 50 percent greater than Borders e-commerce sales for the fiscal year ended January 2001," said Mark Stabingas, Amazon.com vice president for worldwide business development and service sales. "We look forward to continuing to build Borders Group's online customer solution and to adding even more selection and convenience for customers."

The "Borders teamed with Amazon.com" and "Waldenbooks teamed with Amazon.com" sites feature a vast selection of books, music, video and DVDs, as well as editorial reviews, personalization and recommendations, 1-Click(R) ordering, and other unique shopping technology tools available to Amazon.com customers.

"Borders teamed with Amazon.com" launched in August 2001. The agreement was expanded in April 2002 to include "Waldenbooks teamed with Amazon.com" (launched in October 2002) and In-Store Pick Up at Borders stores (launched in November 2002). Combining the ease and efficiency of online shopping with the convenience of same-day pick up, In-Store Pick Up is available to Borders and Amazon.com customers.

Terms of the agreement are not disclosed.

About Amazon.com

Amazon.com, a Fortune 500 company based in Seattle, opened on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com seeks to be Earth's most customer-centric company, where customers can find and discover anything they might want to buy online, and endeavors to offer its customers the lowest possible prices. Amazon.com and other sellers list millions of unique new and used items in categories such as apparel and accessories, electronics, sporting goods, gourmet food, computers, kitchenware and housewares, books, music, DVDs, videos, cameras and photo items, toys, baby items and baby registry, software, computer and video games, cell phones and service, tools and hardware, magazine subscriptions and outdoor living items. Amazon.com operates six Web sites: www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.ca.

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks related to potential future losses, significant amount of indebtedness, competition, commercial agreements and strategic alliances, seasonality, potential fluctuations in operating results and rate of growth, foreign exchange rates, management of potential growth, system interruption, international expansion, consumer trends, inventory, fulfillment center optimization, limited operating history, government regulation and taxation, fraud, and new business areas. More information about factors that potentially could affect Amazon.com's financial results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2002, and all subsequent filings.

About Borders Group

Borders Group (NYSE:BGP) is a leading global retailer of books, music and movies. Headquartered in Ann Arbor, Mich., the company employs 32,000 people worldwide and operates over 430 Borders domestic superstores; 36 international Borders stores located primarily in the U.K. and the Pacific Rim; 36 Books etc. stores throughout Great Britain; and approximately 755 Waldenbooks stores in malls across America. More detailed information on the company is available at www.bordersgroupinc.com. Information on Borders stores title selection, events and locations is available through www.bordersstores.com.

This release contains forward-looking statements within the meaning of the Private Securities Litigation and Reform Act of 1995. One can identify these forward-looking statements by use of words such as "may," "will," "anticipates," "plans," "expects," and other words of similar meaning. These statements are subject to risks and uncertainties that could cause actual results and plans to differ materially from those included in the company's forward-looking statements. The forward-looking statements include future benefits and future results from this alliance. More information about factors that potentially could affect Borders Group's results is included in Borders Group's filing with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the fiscal quarter ended July 27, 2003 and all subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q.