RESPONSE TO UNION'S POSITIONS ON OPEN ITEMS AS OF APRIL 18, 2003 MEETING

1. Article 1, Section 1.3. Borders holds to its previous position - Borders will not deduct initiation fees.

2. Article 2. Borders holds to its previous position - retain subcontracting in the management rights clause.

3. Article 3(B). Borders holds to its previous position - language regarding the empowerment committee need not be included in the agreement.

4. Article 3(E). Borders holds to its previous position - employees may use personal days for community service.

5. Article 4, Section 4.1 Wages. See attached.

6. Article 4, Section 4.2. Borders holds to its previous position - prior service credit will be guaranteed only if rehired within 90 days.

7. Article 4, Section 4.3. Borders holds to its previous position.

8. Article 4, Section 4.4(A). Borders holds to its previous position - overtime after 40 hours in a week.

9. Article 4, Section 4.4(C). Tentative agreement.

10. Article 4, Section 4.7(C). Borders submits the following counterproposal:

In the event the Employer is aware of unfilled and available hours prior to the posting of the following week's schedule, the available hours shall be posted. Interested part-time employees shall notify the scheduling manager of their availability. The company will fill the available hours in its discretion.

11. Article 5, Section 5.6. Borders holds to its previous position - no ratio of full-time to part-time employees.

12. Article 6, Section 6.2. Borders holds to its previous position to fill vacancies with the most qualified applicant.

13. Article 6, Section 6.6. Tentative agreement.

14. Article 7, Section 7.1. Borders holds to its previous position regarding holidays.

15. Article 7, Section 7.3. Borders submits the following counterproposal:

Employees shall not be required to work more than three of the designated holidays. Employees desiring not to work on a designated holiday pursuant to this provision must provide at least 14 days' notice prior to the holiday. In the event that additional staff is necessary to fill in on such holiday, the company shall first seek volunteers. In the event of insufficient volunteers, the Employer may reassign other employees to provide the required coverage.

16. Article 7, Section 7.4. The union withdraws its proposal.

17. Article 8, Section 8.1. The union agrees to 'unbundled the PTO.'

18. Article 8, Section 8.3 - Personal/Sick Days. Maintain status quo.

19. Article 8, Section 8.6 - Vacation. Maintain status quo

20. Article 9, Section 9.2. The Employer holds on its previous proposal but proposes the addition of the following language:

Such Employer permission shall not be unreasonably withheld.

21. Article 9, Section 9.3. Tentative agreement.

22. Article 9, Section 9.4. The Employer submits the following counterproposal with respect to part-time employees:

Part-time employees shall be released from work but shall receive no compensation for jury duty. In the event a part-time employee is required to miss scheduled work hours due to jury service, the company will agree to reschedule the part-time employee and replace the missed hours during that work week.

23. Article 9, Section 9.6. The company submits the following counterproposal:

An employee who has completed his/her probationary period but who has less than one year of service, and is not yet eligible for FMLA leave pursuant to the company's FMLA policy, may, upon written request, be provided an unpaid leave of absence in connection with a qualified personal illness, the birth of a child, adoption, or to provide care for a family member due to illness requiring full-time care. Their position may, depending upon the needs of the store, be held open for the length of the qualified leave equal to his or her length of service or 12 weeks, whichever is less.

24. Article 11 - Health Care Plan. The company holds to its previous proposal.

25. Article 16, Section 16.2. The effective date and term of the agreement are agreed upon.