Books a Million Inc Watch

from SC 13D/A 1 page Power of Attorney

from SC 13D 1 page Power of Attorney

from S-8 1 page Indenture or similar

from S-8 ~10 pages The Books-A-Million, Inc. Executive Incentive Plan

from S-8 1 page <page> First Amendment to the Books-A-Million, Inc. Stock Option Plan as Amended and Restated as of March 18, 1998 Books-A-Million, Inc. (The "Company"), a Corporation Organized Under the Laws of the State of Delaware, Has Previously Adopted the Books-A-Million, Inc. Stock Option Plan, as Amended and Restated as of March 18, 1998 (The "Plan"). in Order to Amend the Plan in Certain Respects, This Amendment to the Plan Has Been Adopted by a Resolution of the Board of Directors of the Company on March 22, 2001, Effective as Set Forth Below. This Amendment to the Plan, Together With the Plan, Constitutes the Entire Plan as Amended to Date. 1. Effective as of March 22, 2001, the First Sentence of Section 3 of the Plan Is Hereby Amended by Replacing the Number "3,300,000" With the Number "3,800,000". * * * * * * * * Executed at Birmingham, Alabama, This 22nd Day of March, 2001. Books-A-Million, Inc. By: /S/ Richard S. Wallington Chief Financial Officer 2

from S-8 >50 pages 401k Profit Sharing Plan

from S-8 ~20 pages Adoption Agreement of 401k Profit Sharing Plan

from S-8 1 page First Amendment to 401k Profit Sharing Plan

from S-8 ~1 page Second Amendment to 401k Profit Sharing Plan

from S-8 1 page Third Amendment to 401k Profit Sharing