About Borders Rewards^®

Launched in 2006, the Borders Rewards^® customer loyalty program has approximately 26.5 million members as of June 2008, and is growing by about 126,000 new members each week. Rewards members can now earn and redeem their Borders Rewards online at www.borders.com.

• Membership in Borders Rewards is free, with no enrollment costs or annual fees. For every $150 members spend at Borders or Waldenbooks, they earn $5 in Borders Bucks to spend later in store or online at www.borders.com.

• Borders Rewards members receive regular discounts and valuable coupons in the “Shortlist,” a weekly e-mail that also features hot new book, CD and DVD titles, thoughtful recommendations as well as links to Borders’ exclusive entertainment programming and content including “Borders Book Club,” “Live at 01” and “Borders Kitchen,” and other programs that Borders produces. With the advent of Borders.com, now when Rewards members receive their Shortlist they have the opportunity to immediately buy featured items.

• Borders Rewards members also receive “My Borders Monthly,” a monthly newsletter which can be customized with information on hot titles and new releases based on areas of interest members select when they sign up for the Rewards program. The newsletter also contains valuable discounts and in-store offers only available to Borders Rewards members.

• To join the Rewards program, customers can pick up a free Borders Rewards card at any store and enroll in the program at the point of purchase by simply providing the cashier with a valid email address. After enrolling in the program, members can register their cards online at www.borders.com to manage their accounts and receive even more rewards, including a free welcome gift.