Board of Directors     Executive Officers

Beth M. Pritchard Retired President and Chief Executive Officer Bath & Body Works Amy B. Lane Retired Managing Director Investment Banking Group Merrill Lynch Dr. Edna Greene Medford Associate Professor of History and former Director of the Undergraduate Program in History at Howard University Peter R. Formanek Retired President and Chief Operating Officer of AutoZone, Inc. Lawrence I. Pollock President and Chief Operating Officer, Cole National Corporation

Robert F. DiRomualdo Former Chairman and Chief Executive Officer Borders Group Inc. Gregory P. Josefowicz Chairman, President and Chief Executive Officer Borders Group Inc. Joel J. Cohen Non-executive Chairman of the Board The Chubb Corporation Victor L. Lund Non-executive Chairman of the Board Mariner Health Care George R. Mrkonic Former Vice Chairman Borders Group Inc.

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Gregory P. Josefowicz Chairman, President and Chief Executive Officer Vincent E. Altruda President, International Thomas D. Carney Vice President, General Counsel Tamara L. Heim President, Borders Daniel T. Smith Vice President, Human Resources

Michael G. Spinozzi Executive Vice President, Chief Marketing Officer Cedric J. Vanzura President, Waldenbooks Edward W. Wilhelm Senior Vice President, Chief Financial Officer Mark A. Winterhalter Vice President, Information Technology

Additional Information
The Company's Form 10-K Annual Report for the fiscal year ended January 26, 2003 is being delivered to shareholders with this Annual Report, and should be read in conjunction with it. Information in the Form 10-K Annual Report, including the Company's Financial Statements and other financial information, Management's Discussion and Analysis of Financial Condition and Results of Operations, and disclosure regarding market risk, is important to an understanding of the Company and is incorporated herein by reference.

Safe Harbor Statement
This report 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 "expects," "anticipates," "plans," "agenda," "will," "intend," "estimates," "believes," "may," "indicates," "forecasts," "focusing," "guidance," "outlook," "projects," "initiatives," "strives," "seeks," "goals," "anticipate," "continue," "looks forward," "should," and other words of similar meaning. One can also identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address the Company's growth strategy, future financial performance (including sales and earnings projections), shareholder value, marketing and expansion plans, and the impact of growth initiatives. These statements are subject to risks and uncertainties that could cause actual results to differ materially from the Company's forward-looking statements. Please refer to the Company's annual, quarterly and periodic reports on file with the Securities and Exchange Commission for a detailed discussion of such risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements.

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