ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 13, 2008, the Board of Directors of Amazon.com, Inc. (the "Company") elected Alain Monié as a director of the Company, effective on that date, and also appointed him to the Leadership Development and Compensation Committee of the Board, effective January 1, 2009. Mr. Monié is President and Chief Operating Officer of Ingram Micro Inc. and a director of Jones Lang LaSalle Incorporated. In connection with his election, Mr. Monié was granted a restricted stock unit award under the Company's 1997 Stock Incentive Plan for 7,000 shares of common stock of the Company, to vest in three equal installments on the first, second and third anniversaries of his initial election assuming continued service as a director. Mr. Monié has also entered into an indemnification agreement with the Company in the same form its other directors have entered, which is filed as an exhibit to Amendment No. 1, filed April 21, 1997, to the Company's Registration Statement on Form S-1 (Registration No. 333-23795).

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