Barnes & Noble Enhances Member Program with New Credit Card; Barnes & Noble and Barclays Team Up to Offer Substantial Savings with the Barnes & Noble Member MasterCard

The Member MasterCard benefits include:

-- Save an Extra 5% at Barnes & Noble. The Member MasterCard provides an additional cash savings of 5% on virtually every item at Barnes & Noble stores and online at Barnes & Noble.com with the savings being applied as a rebate on the monthly credit card statement. This 5% discount is in addition to the 10% Member discount.

-- Earn points for Barnes & Noble Gift Cards. Members earn one Reward Point for every Dollar charged when shopping outside of Barnes & Noble. Once a Member accumulates 2,500 points, they automatically receive a $25 Barnes & Noble gift card, which can be redeemed in any Barnes & Noble store or online at Barnes & Noble.com.

-- Free $25 Gift Card. Members receive a free $25 Barnes & Noble gift card after their first purchase on their Member MasterCard.

"We are delighted to provide our Members with one of the bestcredit card reward programs ever offered by any retailer," said MarieToulantis, chief executive officer of Barnes & Noble.com. "Thecombination of the existing benefits of our Member program, with theadditional value provided by the Member MasterCard, will enable ourMembers to save even more when shopping at Barnes & Noble."

"By partnering with one of the leading brands in America, we havecreated a credit card with unique characteristics, tailoredexclusively for Barnes & Noble Members," said Ben Brake, managingdirector of marketing at Barclays US credit card operations.

The Member MasterCard has no annual fee and offers competitiverates and terms. Customers can apply for the new card both in Barnes &Noble stores and online at Barnes & Noble.com. Extensive marketing andpromotional programs are planned.

About Barnes & Noble, Inc.

Barnes & Noble, Inc. (NYSE: BKS), the world's largest booksellerand a Fortune 500 company, operates 799 bookstores in 50 states. Forthe fourth year in a row, the company is the nation's top retail brandfor quality, according to the EquiTrend(R) Brand Study by HarrisInteractive(R). Barnes & Noble conducts its online business throughBarnes & Noble.com (www.bn.com), one of the Web's largest e-commercesites and the number one online bookseller for quality amonge-commerce companies, according to the latest EquiTrend survey.

General information on Barnes & Noble, Inc. can be obtained viathe Internet by visiting the company's corporate Web site:http://www.barnesandnobleinc.com.

About Barclays

Barclays PLC is major global financial services provider engagedin retail and commercial banking, credit cards, investment banking,wealth management and investment management services. We are one ofthe largest financial services companies in the world by marketcapitalization. Operating in over 60 countries and employing over113,000 people, we move, lend, invest and protect money for over 25million customers and clients worldwide. With over 300 years ofhistory and expertise in banking, Barclays PLC has six majorbusinesses.

UK Banking delivers banking products and services to over 14million retail customers and 775,000 businesses in the UK.

Barclaycard is one of the leading credit card businesses inEurope, and has 17 million cards in issue.

Barclays Capital, the investment banking division, providescorporate, institutional and government clients with solutions totheir financing and risk management needs.

Barclays Global Investors is one of the world's largest assetmanagers and a leading provider of investment management products andservices.

Wealth Management has over 580,000 affluent and high net worthclients.

International Retail and Commercial Banking is our global retailand commercial banking operation, with over 2 million internationalclients, in geographies which currently include the Caribbean, France,Spain, Portugal, Italy, Africa and the Middle East.