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                                                                    EXHIBIT 10.2


June 6, 2000


(First_Name)(Last_Name)

Dear (First_Name):

This letter will confirm our understanding concerning your employment with
Borders Group, Inc. (the "Company"). You are sometimes referred to herein as the
"Executive."

1.     Subject to the mitigation provisions set forth below and to paragraphs 8
       and 9 hereof, if your employment with the Company is terminated by the
       Company other than for Cause or Disability or if you terminate your
       employment with the Company for Good Reason, the Company will pay to you:

       (a)    Your base salary through the month during which termination
              occurred, plus any other amount due you at the time of termination
              under any bonus plan of the Company; and

       (b)    Monthly severance payments equal to (i) your monthly base salary
              at the time of termination, plus (ii) 1/12th of the "threshold"
              bonus amount targeted for you for the fiscal year in which
              termination occurred.

Such monthly severance payments shall commence in the month following
termination (to be paid on or about the 15th day of the month) and shall
continue for twelve months; provided however, that if termination of your
employment occurs within a one-year period following a Change in Control, the
severance payments shall continue for twenty-four months and, subject to the
mitigation provisions set forth below and to paragraphs 8 and 9 hereof, shall be
equal to (i) your monthly base salary at the time of termination or immediately
prior to the Change in Control, whichever base salary amount is greater, plus
(ii) 1/12th of the "threshold" bonus amount targeted for you for the fiscal year
in which termination occurred or the fiscal year immediately prior to the Change
in Control, whichever bonus amount is greater.

Notwithstanding the foregoing, you agree to make reasonable efforts to seek (and
to immediately notify the Company of) other employment and to the extent that
you receive compensation from other employment, the severance payments provided
herein shall be correspondingly reduced.

No payments shall be due if your employment with the Company is terminated
because of your retirement or death or is terminated by the Company for Cause or
Disability or by you other than for Good Reason (except for any benefits which
may be due you in normal course under any employee benefit plan of the Company
which provides benefits after termination of employment).

All payments hereunder shall be subject to applicable withholding and
deductions.

2.     Termination by the Company for "Cause" means termination based on (i)
       conduct which is a material violation of Company policy or which is
       fraudulent or unlawful or

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       which materially interferes with your ability to perform your duties,
       (ii) misconduct which damages or injures the Company or substantially
       damages the Company's reputation, or (iii) gross negligence in the
       performance of, or willful failure to perform, your duties and
       responsibilities.

3.     Termination by you for "Disability" means termination based on inability
       to perform your duties and responsibilities by reason of illness or
       incapacity for a total of 180 days in any twelve-month period.

4.     Termination by you for "Good Reason" means termination based on the
       occurrence without your express consent of any of the following: (i) a
       reduction in your base salary, other than for Cause or Disability and
       other than as part of an across-the-board salary reduction generally
       imposed on executives of the Company (unless such across-the-board salary
       reduction occurs within a one-year period following a Change in Control
       of the Company), or (ii) within a one-year period following a Change in
       Control of the Company, a material diminution by the Company of benefits
       (taken as a whole) provided to you immediately prior to the Change in
       Control.

5.     A "Change in Control" shall mean:

       (a)   The acquisition by any individual, entity or group (within the
             meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
             Act of 1934, as amended (the "Exchange Act") (a "Person") of
             beneficial ownership (within the meaning of Rule 13d-3 promulgated
             under the Exchange Act) of 20% or more of either (i) the then
             outstanding shares of common stock of the Company (the "Outstanding
             Company Common Stock") or (ii) the combined voting power of the
             then outstanding voting securities of the Company entitled to vote
             generally in the election of directors (the "Outstanding Company
             Voting Securities"); provided, however, that for purposes of this
             subsection (a), the following acquisitions shall not constitute a
             Change of Control: (i) any acquisition directly from the Company,
             (ii) any acquisition by the Company, (iii) any acquisition by any
             employee benefit plan (or related trust) sponsored or maintained by
             the Company or any corporation controlled by the Company or (iv)
             any acquisition by any corporation pursuant to a transaction which
             complies with clauses (i), (ii) and (iii) of subsection (c) of this
             Section 5; or

       (b)   Individuals who, as of the date hereof, constitute the Board (the
             "Incumbent Board") cease for any reason to constitute at least a
             majority of the Board; provided, however, that any individual
             becoming a director subsequent to the date hereof whose election,
             or nomination for election by the Company's shareholders, was
             approved by a vote of at least a majority of the directors then
             comprising the Incumbent Board shall be considered as though such
             individual were a member of the Incumbent Board, but excluding, for
             this purpose, any such individual whose initial assumption of
             office occurs as a result of an actual or threatened election
             contest with respect to the election or removal of directors or
             other actual or threatened solicitation of proxies or consents by
             or on behalf of a Person other than the Board; or
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       (c)   Consummation of a reorganization, merger or consolidation or sale
             or other disposition of all or substantially all of the assets of
             the Company (a "Business Combination"), in each case, unless,
             following such Business Combination, (i) all or substantially all
             of the individuals and entities who were the beneficial owners,
             respectively, of the Outstanding Company Common Stock and
             Outstanding Company Voting Securities immediately prior to such
             Business Combination beneficially own, directly or indirectly, more
             than 60% of, respectively, the then outstanding shares of common
             stock and the combined voting power of the then outstanding voting
             securities entitled to vote generally in the election of directors,
             as the case may be, of the corporation resulting from such Business
             Combination (including, without limitation, a corporation which as
             a result of such transaction owns the Company or all or
             substantially all of the Company's assets either directly or
             through one or more subsidiaries) in substantially the same
             proportions as their ownership, immediately prior to such Business
             Combination of the Outstanding Company Common Stock and Outstanding
             Company Voting Securities, as the case may be, (ii) no Person
             (excluding any corporation resulting from such Business Combination
             or any employee benefit plan (or related trust) of the Company or
             such corporation resulting from such Business Combination)
             beneficially owns, directly or indirectly, 20% or more of,
             respectively, the then outstanding shares of common stock of the
             corporation resulting from such Business Combination or the
             combined voting power of the then outstanding voting securities of
             such corporation except to the extent that such ownership existed
             prior to the Business Combination and (iii) at least a majority of
             the members of the board of directors of the corporation resulting
             from such Business Combination were members of the Incumbent Board
             at the time of the execution of the initial agreement, or of the
             action of the Board, providing for such Business Combination; or

       (d)   Approval by the shareholders of the Company of a complete
             liquidation or dissolution of the Company.

6.     Payments shall be reduced to the extent, if any, determined in accordance
       with the following provisions:

       (a)   For purposes of this Section 6: (i) a "Payment" shall mean any
             payment or distribution in the nature of compensation to or for the
             benefit of the Executive, whether paid or payable pursuant to this
             Agreement or otherwise; (ii) "Agreement Payment" shall mean a
             Payment paid or payable pursuant to this Agreement (disregarding
             this Section); (iii) "Net After-Tax Receipt" shall mean the Present
             Value of a Payment net of all taxes imposed on the Executive with
             respect thereto under Sections 1 and 4999 of the Code and under
             applicable state and local laws, determined by applying the highest
             marginal rate under Section 1 of the Code and under state and local
             laws which applied to the Executive's taxable income for the
             immediately preceding taxable year, or such other rate(s) as the
             Executive shall certify, in the Executive's sole discretion, as
             likely to apply to the Executive in the relevant tax year(s); (iv)
             "Present Value" shall mean such value determined in accordance with
             Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of Code; (v) "Reduced
             Amount" shall mean the amount of Agreement Payments that (A) has a
             Present Value that is less than the Present Value of all Agreement


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             Payments and (B) results in aggregate Net After-Tax Receipts for
             all Payments that are greater than the Net After-Tax Receipts for
             all Payments that would result if the aggregate Present Value of
             Agreement Payments were any other amount that is less than the
             Present Value of all Agreement Payments; and (vi) "Code" shall mean
             the Internal Revenue Code of 1986, as amended.

       (b)   Anything in the Agreement to the contrary notwithstanding, in the
             event PricewaterhouseCoopers or such other accounting firm as shall
             be designated by the Company (the "Accounting Firm") shall
             determine that receipt of all Payments would subject the Executive
             to tax under Section 4999 of the Code, the Accounting Firm shall
             determine whether some amount of Agreement Payments meets the
             definition of "Reduced Amount." If the Accounting Firm determines
             that there is a Reduced Amount, then the aggregate Agreement
             Payments shall be reduced to such Reduced Amount.

       (c)   If the Accounting Firm determines that aggregate Agreement Payments
             should be reduced to the Reduced Amount, the Company shall promptly
             give the Executive notice to that effect and a copy of the detailed
             calculation thereof, and the Executive may then elect, in his or
             her sole discretion, which and how much of the Agreement Payments
             shall be eliminated or reduced (as long as after such election the
             Present Value of the aggregate Agreement Payments equals the
             Reduced Amount), and shall advise the Company in writing of his or
             her election within ten days of his or her receipt of notice. If no
             such election is made by the Executive within such ten-day period,
             the Company may elect which of such Agreement Payments shall be
             eliminated or reduced (as long as after such election the Present
             Value of the aggregate Agreement Payments equals the Reduced
             Amount) and shall notify the Executive promptly of such election.
             All determinations made by the Accounting Firm under this Section
             shall be binding upon the Company and the Executive and shall be
             made within 60 days of a termination of employment of the
             Executive. As promptly as practicable following such determination,
             the Company shall pay to or distribute for the benefit of the
             Executive such Agreement Payments as are then due to the Executive
             under this Agreement and shall promptly pay to or distribute for
             the benefit of the Executive in the future such Agreement Payments
             as become due to the Executive under this Agreement.

       (d)   As a result of the uncertainty in the application of Section 4999
             of the Code at the time of the initial determination by the
             Accounting Firm hereunder, it is possible that amounts will have
             been paid or distributed by the Company to or for the benefit of
             the Executive pursuant to this Agreement which should not have been
             so paid or distributed ("Overpayment") or that additional amounts
             which will have not been paid or distributed by the Company to or
             for the benefit of the Executive pursuant to this Agreement could
             have been so paid or distributed ("Underpayment"), in each case,
             consistent with the calculation of the Reduced Amount hereunder. In
             the event that the Accounting Firm, based upon the assertion of a
             deficiency by the Internal Revenue Service against either the
             Company or the Executive which the Accounting Firm believes has a
             high probability of success determines that an Overpayment has been
             made, any such Overpayment paid or distributed


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             by the Company to or for the benefit of the Executive shall be
             treated for all purposes as a loan to the Executive which the
             Executive shall repay to the Company together with interest at the
             applicable federal rate provided for in Section 7872(f)(2) of the
             Code; provided, however, that no such loan shall be deemed to have
             been made and no amount shall be payable by the Executive to the
             Company if and to the extent such deemed loan and payment would not
             either reduce the amount on which the Executive is subject to tax
             under Section 1 and Section 4999 of the Code or generate a refund
             of such taxes. In the event that the Accounting Firm, based upon
             controlling precedent or substantial authority, determines that an
             Underpayment has occurred, any such Underpayment shall be promptly
             paid by the Company to or for the benefit of the Executive together
             with interest at the applicable federal rate provided for in
             Section 7872(f)(2) of the Code.

       (e)   All fees and expenses of the Accounting Firm in implementing the
             provisions of this Section 6 shall be borne by the Company.

7.     The severance payments hereunder may not be transferred, assigned or
       encumbered in any manner, either voluntarily or involuntarily. In the
       event of your death, any payments then or thereafter due hereunder will
       be made to your estate.

8.     The payments provided hereunder shall constitute the exclusive payments
       due you from, and the exclusive obligation of, the Company in the event
       of any termination of your employment, except for any benefits which may
       be due you in normal course under any employee benefit plan of the
       Company which provides benefits after termination of employment, it being
       understood and agreed that no severance plan shall be deemed to be an
       employee benefit plan for this purpose.

       The obligation to make the payments hereunder is conditioned upon your
       execution and delivery to the Company of a release, in form satisfactory
       to the Company, of any claims you may have as a result of your employment
       or termination of employment under any federal, state or local law,
       excluding any claim for benefits which may be due you in normal course
       under any employee benefit plan of the Company which provides benefits
       after termination of employment. The obligation to make the payments
       hereunder is further conditioned upon the terms set forth in paragraph 9
       hereof.

9.     You agree that any right to receive severance payments hereunder will
       cease if during the one-year period following your termination of
       employment you directly or indirectly become an employee, director,
       advisor of, or otherwise affiliated with, any other entity or enterprise
       whose business is in competition with the business of the Company or any
       of its subsidiaries or affiliates.

10.    Notwithstanding anything herein to the contrary, your employment with the
       Company is terminable at will with or without cause; subject, however, to
       the obligations of the Company under this agreement.

11.    If a dispute arises concerning any provisions of this agreement, it shall
       be resolved by arbitration in Ann Arbor, Michigan in accordance with the
       rules of the American Arbitration Association. Judgment on the award
       rendered may be entered in any court having jurisdiction and enforced
       accordingly.


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12.    This letter agreement sets forth the entire understanding with respect to
       the subject matter hereof and supersedes all prior agreements, written or
       oral or express or implied, between you and the Company or any subsidiary
       or other affiliate of the Company as to such subject matter. This letter
       agreement may not be amended, nor may any provision hereof be modified or
       waived, except by an instrument in writing duly signed by you and the
       Company.

13.    If any provision of this letter agreement, or any application thereof to
       any circumstances, is invalid, in whole or in part, such provision or
       application shall to that extent be severable and shall not affect other
       provisions or applications of this letter agreement.


Please indicate your agreement by signing below and retain one copy for your
records.


       Agreed and Accepted:                Sincerely,

                                           BORDERS GROUP, INC.

       /s/                                 By: /s/ BRUCE A. QUINNELL
       ------------------------------          -----------------------
       (First_Name) (Last_Name)                Name:  Bruce A. Quinnell
                                               Its:   Vice Chairman