Borders' Web Site to Be Powered by Amazon.com's E-commerce Platform

SEATTLE & ANN ARBOR, Mich.--April 11, 2001-- Amazon.com, Inc. (Nasdaq:AMZN) and Borders Group, Inc. (NYSE:BGP) today announced an agreement to re-launch Borders.com as a co-branded Web site powered by Amazon.com's e-commerce platform.

The co-branded site, expected to debut in August, will feature the vast selection of books, music, video and DVDs available at Amazon.com. Amazon.com's Web site, including its No. 1 book, music, video and DVD stores, will continue to operate independently.

Amazon.com will be the seller of record, providing inventory, fulfillment, site content and customer service for the co-branded site. The new site will continue to offer content unique to Borders.com, including store location information and in-store event calendars.

"Amazon.com has worked hard to provide its customers with the best possible shopping experience, and we are incredibly pleased to power and manage the new Borders.com," said Jeff Bezos, CEO and founder of Amazon.com. "Borders is best-of-breed in the physical world and a company that shares our passion for serving book, music and movie lovers everywhere."

"This alliance allows Borders to offer our customers the convenience of an online shopping option with the added benefits that will emerge through our new association with Amazon.com, the world's recognized e-commerce leader," said Borders Group President and CEO Greg Josefowicz. "While our customers' needs are met online by the people who do it better than anyone else, we will provide them with what we do best -- the books, music and movies they love to explore in an engaging shopping atmosphere."

Under the agreement, customers of the co-branded site will benefit from access to Amazon.com's editorial reviews, personalization features and recommendations, 1-Click(TM) ordering, and other key site features. Both companies will continue to work together to bring about additional customer benefits in the future, which may include the ability for customers to reserve a title online for later purchase and pick up at their neighborhood Borders store, as well as extending the alliance internationally. In addition, customers of the co-branded site, as well as customers of Amazon.com, may receive notification of upcoming author events and musical performances scheduled to take place in Borders stores.

This arrangement, in combination with the Toysrus.com agreement, which launched in September 2000, demonstrates the flexibility of Amazon.com's e-commerce platform to meet the needs of other leading companies.

Borders.com will continue operation in its current format until the launch of the co-branded site in August.

Terms of the agreement were not disclosed. This agreement will not impact the previously issued financial guidance of either company.

About Amazon.com

Amazon.com (Nasdaq:AMZN) opened its virtual doors on the World Wide Web in July 1995 and today offers Earth's Biggest Selection, along with online auctions and free electronic greeting cards. Amazon.com seeks to be the world's most customer-centric company, where customers can find and discover anything they might want to buy online. Amazon.com lists millions of unique items in categories such as electronics, kitchen and housewares, books, music, DVDs, videos, camera and photo items, toys, software, computer and video games, tools and hardware, outdoor living and wireless products. Through Amazon.com zShops, any business or individual can sell virtually anything to Amazon's more than 30 million cumulative customers, and with Amazon Payments, sellers can accept credit card transactions, avoiding the hassles of offline payments.

Amazon.com operates four international Web sites: www.amazon.fr, www.amazon.co.uk, www.amazon.de and www.amazon.co.jp. It also operates the Internet Movie Database (www.imdb.com), the Web's comprehensive and authoritative source of information on more than 250,000 movies and entertainment titles and 1 million cast and crew members dating from the birth of film in 1891 to 2003.

About Borders Group

Headquartered in Ann Arbor, Mich., Borders Group (NYSE:BGP) is a FORTUNE 500 company that employs 30,000 people worldwide. The company operates over 335 domestic Borders Books and Music superstores and 14 Borders stores overseas in the U.K., Australia, New Zealand and Singapore, as well as the commonwealth of Puerto Rico. The company also has 869 Waldenbooks stores in malls and airports across America and operates 31 Books etc. stores in the U.K.

To learn more about Borders Group, visit www.bordersgroupinc.com. For information on Borders stores, log on to www.bordersstores.com. Journalists may visit www.bgimediacenter.com for news, background information and downloadable images.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. One can identify these forward-looking statements by the use of words such as "may," "will," "anticipates," "plans," "expects," "focusing," "looks," 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 either company's forward-looking statements. The forward-looking statements include future benefits and future results from, and extension of, this alliance including reserving titles online for later pickup in stores, international extension, and the impact on earnings guidance. These risks and uncertainties include, but are not limited to; information system improvements that will affect the ability of Amazon.com and Borders.com to achieve these benefits and results, as well as unanticipated costs associated with the discontinuance of the existing Borders.com site or the implementation of the co-branded site. More information about factors that potentially could affect Amazon.com's results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and for the year ended December 31, 2000, and all subsequent Quarterly Reports on Form 10-Q. More information about factors that potentially could affect Borders Group's results is included in Borders Group's filings with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the fiscal quarter ended October 22, 2000 and all subsequent Annual Reports on Form 10-K and quarterly reports on Form 10-Q.