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                                                                     EXHIBIT 4.5



                 BOOKS-A-MILLION, INC. EXECUTIVE INCENTIVE PLAN

         Section 1. Purpose of the Plan. The purpose of the Books-A-Million,
Inc. Executive Incentive Plan (the "Plan") is to establish an incentive program
for selected key management employees of the Company and its subsidiary, in
order to motivate and retain key management and to assist the Company in
reaching its financial and strategic objectives.

         Section 2. Definitions.

         (a)      "Award" means an incentive compensation award payable to a
                  Participant under the Plan.
         (b)      "Award Schedule" means the schedule prepared by the Committee
                  for each Performance Period establishing, among other things,
                  the performance goals for a given Performance Period for each
                  Participant and the Target Award for each Participant.
         (c)      "Board" means the Board of Directors of the Company.
         (d)      "Cause" means a felony conviction of a Participant or the
                  failure of a Participant to contest prosecution for a felony,
                  a Participant's willful misconduct or dishonesty, a
                  Participant's willful neglect of duties, or breach of
                  confidentiality and nondisclosure agreements between the
                  Participant and the Company, any of which 'is directly and
                  materially harmful to the business or reputation of the
                  Company or any subsidiary or affiliate.
         (e)      "Change in Control" means (i) the acquisition of the power to
                  direct, or cause the direction of, the management and policies
                  of the Company by a person (not previously possessing such
                  power), acting alone or in conjunction with others, whether
                  through the ownership of Common Stock, by contract or
                  otherwise, or (ii) the acquisition, directly or indirectly, of
                  the power to vote more than fifty percent (50%) of 'the
                  outstanding Common Stock by any person or by two or more
                  persons acting together. For purposes of this definition, (A)
                  the term "person" means a natural person, corporation,
                  partnership, joint venture, trust, government or
                  instrumentality of a government, and (B) customary agreements
                  with or between underwriters and selling group members with
                  respect to a bona fide public offering of Common Stock shall
                  be disregarded.
         (f)      "Committee" means the committee appointed by the Board to
                  administer the Plan which at all times shall consist of two or
                  more members of the Board. At such time as the Company is
                  subject to the reporting requirements under Section 16(a) of
                  the Exchange Act, each member of the Committee shall be a
                  "disinterested person" within the meaning of Rule 16b-3.
         (g)      "Common Stock" means the $0.01 par value common stock of the

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                  Company.
         (h)      "Company" means Books-A-Million, Inc., a Delaware corporation,
                  and any successors to such corporation.
         (i)      "Disability" means a permanent and total disability as
                  determined under procedures established by the Committee for
                  purposes of the Plan. The determination of disability for
                  purposes of the Plan shall not be construed to be an admission
                  of disability for any other purpose.
         (j)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.
         (k)      "Fair Market Value" means, as of any specified date, (i) the
                  mean of the high and low sales prices of the Common Stock
                  reported by the NASDAQ-National Market System on that date,
                  (ii) if the Common Stock is listed on a national stock
                  exchange, the price reported on the stock exchange composite
                  tape for that date, or (iii) if no such price quotation is
                  available, the price which the Committee acting in good faith
                  determines through any reasonable valuation method that a
                  share of Common Stock might change hands between a willing
                  buyer and a willing seller, neither being under any compulsion
                  to buy or to sell and both having reasonable knowledge of the
                  relevant facts.
         (1)      "Final Award" means the actual award earned for a Performance
                  Period by a Participant, as determined by the Committee at the
                  end of such Performance Period in accordance with Section 7
                  hereof; provided, however, that the value of a Final Award
                  shall not exceed fifty percent (50%) of a Participant's Total
                  Annual Compensation.
         (m)      "Participant" means an individual employee of the Company or
                  its subsidiary who is chosen by the Committee to participate
                  in the Plan.
         (n)      "Performance Period" means a period of three consecutive
                  fiscal years of the Company for which Awards are granted, with
                  a new Performance Period beginning on the first day of each
                  fiscal year.
         (o)      "Restricted Stock" means Common Stock subject to Awards
                  granted under the Plan.
         (p)      "Rule 16b-3" means the exemption under Rule i6b-3 promulgated
                  under Section 16(b) of the Exchange Act or any successor to
                  such rule.
         (q)      "Target Award" means the value of the Award to be paid to a
                  Participant with respect to a given Performance Period if the
                  performance goals and other terms for such Performance Period
                  are satisfied.
         (r)      "Total Annual Compensation" means the annual cash compensation
                  (including base salary and cash bonus amounts) for a
                  Participant for any single fiscal year, as determined by the
                  Committee, during the three-year period ending immediately
                  prior to the determination of the amount of a Final Award.

         Section 3. Administration. The Plan shall be administered by the
Committee. The Committee shall have all the powers vested in it by the terms of
this Plan, such powers to include authority (within the limitations described
herein) to select the persons who shall participate in the Plan, to establish
performance goals under the Plan, to determine the time when Awards will be
granted, and to determine whether objectives and conditions for earning Awards
have been met. The Committee shall have full power and authority to administer
and interpret the Plan and


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to adopt such rules, regulations, agreements, guidelines and instruments for the
administration of the Plan and for the conduct of its business as the Committee
deems necessary or advisable. The Committee's interpretations of the Plan, and
all actions taken and determinations made by the Committee pursuant to the
powers vested in it hereunder, shall be conclusive and binding on all parties
concerned, including the Company, its stockholders and any person receiving an
Award under the Plan.

         Section 4. Eligibility and Participation. Participation in the Plan
shall be limited to those key management employees of the Company or its
subsidiary as the Committee shall determine. Individuals who are chosen to
participate in the Plan shall be so notified in writing, and shall be apprised
of the performance goals for the relevant Performance Period as soon as is
practicable.

         Section 5. Awards Under the Plan: Restricted Stock.

         (a)      Awards under the Plan can be made in Restricted Stock, in
                  cash, or in both "Restricted Stock and cash as determined by
                  the Committee in accordance with Section 7 hereof.
         (b)      A stock certificate in respect of shares of Restricted Stock
                  issued under the Plan shall be issued in the name of each
                  Participant who receives Restricted Stock. Such certificate
                  shall be registered in the name of the Participant, and shall
                  bear an appropriate legend referring to the terms, conditions
                  and restrictions applicable to such Restricted Stock,
                  substantially in the following form:

         The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of the Books-A-Million, Inc. Executive Incentive Plan.
         Copies of such Plan are on file in the offices of the Company, 402
         Industrial Lane, Post Office Box 19768, Birmingham, Alabama 35219.

         (c)      The stock certificates evidencing such shares of Restricted
                  Stock shall be held in custody by the Company until the
                  restrictions thereon shall have lapsed, and the Participant
                  shall deliver to the Company a stock power, endorsed in blank,
                  relating to the Common Stock covered by such Award.
         (d)      The shares of Restricted Stock awarded pursuant to the Plan
                  shall be subject to the following restrictions and conditions:
                  (1)      Subject to the provisions of this Plan, a Participant
                           shall not be permitted to sell, transfer, pledge or
                           assign shares of Restricted Stock awarded under the
                           Plan until such shares of Restricted Stock have
                           vested as set forth in Section 9 hereof.
                  (ii)     Except as provided in Section 5(c), a Participant
                           shall have, with respect to the shares of Restricted
                           Stock, all of the rights of a stockholder of the
                           Company, including the right to vote and to receive
                           any dividends. Dividends paid in stock of the Company
                           or stock received in connection with a stock split
                           with respect to Restricted Stock shall be subject to
                           the same restrictions as on such Restricted Stock.
                           Certificates for shares of unrestricted Common

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                           Stock shall be delivered to the Participant promptly
                           after, and only after, the period of forfeiture shall
                           expire without forfeiture in respect of such shares
                           of Restricted Stock.

         Section 6. Shares of Stock Reserved Under the Plan.

         (a)      There shall be 100,000 shares of Common Stock reserved for
                  issuance under the Plan, and such shares of Common Stock shall
                  be reserved to the extent that the Company deems appropriate
                  from authorized but unissued shares of Common Stock and from
                  shares of Common Stock which have been reacquired by the
                  Company. Furthermore, any shares of Common Stock subject to an
                  Award which remain unissued after the cancellation or
                  expiration of such Award thereafter shall again become
                  available for use under the Plan.
         (b)      In the event of any merger, reorganization, consolidation,
                  recapitalization, stock dividend or other change in corporate
                  structure affecting the Common Stock, a substitution or
                  adjustment shall be made in the aggregate number of shares
                  reserved for issuance under the Plan, in the number and in the
                  number of shares subject 'to Awards of Common Stock granted
                  under the Plan as may be determined to be appropriate by the
                  Committee, in its sole discretion, provided that the number of
                  shares subject to any Award shall always be a whole number.

         Section 7. Award Determination.

         (a)      Awards to Participants shall be based upon the accomplishment
                  of specific performance goals. Prior to the beginning of each
                  Performance Period, or as soon as practicable thereafter, the
                  Committee shall designate those eligible employees who will be
                  Participants for the relevant Performance Period, establish
                  performance goals for each Participant for that Performance
                  Period and establish the Target Awards for each Participant,
                  all of which shall be set forth on an Award Schedule for that
                  Performance Period.
         (b)      The Committee shall establish performance goals based on one
                  or more criteria, which may include, but shall not be limited
                  to, sales, earnings, earnings per share, total stockholder
                  return, pre-tax earnings, net profits and return on equity.
                  Performance criteria selected by the Committee may vary from
                  Performance Period to Performance Period and from Participant
                  to Participant.
         (c)      Within 120 days of the end of the Performance Period, the
                  Committee shall certify in writing the extent to which the
                  performance goals and any other material terms were satisfied.
                  Based on the level of achievement of the pre-established
                  performance goals, Final Awards (i.e., the actual number of
                  shares of Restricted Stock and amount of cash) shall be
                  determined for each Participant.
         (d)      Participants shall not receive any payout when the minimum
                  performance


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                  goals are not achieved; provided, however, that the Committee
                  shall have the right, in its sole discretion, to adjust the
                  performance goals (either up or down) during or following a
                  Performance Period if it determines that external changes or
                  other unanticipated business conditions have materially
                  affected the fairness of the goals and have unduly influenced
                  the Company's and the Participant's ability to meet them.

         Section  8. Payment and/or Delivery of Final Awards.

         (a)      The Committee shall have the authority to determine the extent
                  to which the Final Awards shall be paid in Restricted Stock
                  and/or cash. Subject to the provisions of Section 9 hereof,
                  (i) the issuance of Restricted Stock with respect to a Final
                  Award shall be made as soon as practicable following the
                  determination of Final Awards with respect to a Performance
                  Period in accordance with Section 7(c) hereof, and (ii) the
                  payment of cash, if any, with respect to a Final Award shall
                  be made as soon as practicable following the third anniversary
                  of the end of such Performance Period or at such other time as
                  the Committee determines is appropriate.
         (b)      No Participant or any other party claiming an interest in
                  amounts earned under the Plan shall have any interest
                  whatsoever in any specific asset of the Company. To the extent
                  that any party acquires a right to receive payments or
                  Restricted Stock under the Plan, such right shall be
                  equivalent to that of an unsecured general creditor of the
                  Company.

         Section 9. Vesting: Termination of Employment.

         (a)      Except with respect to a Change in Control, in the event that
                  a Participant's employment terminates for any reason prior to
                  the completion of a Performance Period, such Participant shall
                  not be entitled any Award for such Performance Period.
         (b)      In the event that a Participant's employment with the Company
                  or its subsidiary is terminated after the completion of a
                  Performance Period but prior to the third anniversary of the
                  end of such Performance Period by reason of death or
                  Disability or by the Company without Cause, (i) such
                  Participant or such Participant's beneficiary or estate shall
                  be entitled to receive, within ninety (90) days of the event
                  causing termination, any amounts of cash payable with respect
                  to the Final Award for such Performance Period, and (ii) any
                  Restricted Stock issued in the name of such Participant shall
                  immediately vest and all restrictions applicable to such
                  shares shall lapse, or, in the case of death, the Restricted
                  Stock granted to such Participant shall immediately vest in
                  the Participant's beneficiary or estate and all restrictions
                  applicable to such shares shall lapse.
         (c)      In the event that a Participant's employment with the Company
                  or its subsidiary is terminated after the completion of a
                  Performance Period but


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                  prior to the third anniversary of the end of such Performance
                  Period for reasons other than death or Disability or by the
                  Company with Cause, (i) such Participant shall not be entitled
                  to any payment of cash with respect to a Final Award for such
                  Performance Period and (ii) any shares of Restricted Stock
                  issued in the name of such Participant with respect to a Final
                  Award for such Performance Period shall be forfeited.

         Section 10. Change in Control.

         (a)      In the event of a Change in Control of the Company, a
                  Participant who is an employee of the Company or its
                  subsidiary as of the date of the Change in Control shall be
                  entitled, for Performance Periods which have been completed
                  but with respect to which their respective third anniversaries
                  have not yet occurred, to the full amount of the Final Award
                  for such completed Performance Period(s), determined in
                  accordance with Section 7 hereof.
         (b)      In the event of a Change in Control of the Company, a
                  Participant who is an employee of the Company or its
                  subsidiary as of the date of the Change in Control shall be
                  entitled, for the Performance Period(s) which have not yet
                  been completed, to the following amounts:

                  (i)      for Performance Periods with respect to which less
                           than one year has been completed, each Participant
                           shall be entitled to an amount equal to one-third
                           (1/3) of such Participant's Target Award for that
                           performance Period;
                  (ii)     for Performance Periods with respect to which at
                           least one year but less than two years has been
                           completed, each Participant shall be entitled to an
                           amount equal to two-thirds (2/3) of such
                           Participant's Target Award for that Performance
                           Period; and
                  (iii)    for Performance Periods with respect to which at
                           least two years have been completed, each Participant
                           shall be entitled to an amount equal to such
                           Participant's Target Award for that Performance
                           Period.

         (c)      Final Awards shall be payable to the Participant as soon as
                  administratively possible, but no later than thirty (30) days
                  following a Change in Control.

         Section 11. Rights of Participants.

                  (a)      No Participant shall at any time have a right to be
                           selected for participation in the Plan for any future
                           Performance Period, despite having previously
                           participated in the Plan.
                   (b)     Nothing in the Plan shall interfere with or limit in
                           any way the right of the Company to terminate any
                           Participant's employment at any time, nor confer upon
                           any Participant any right to continue in the employ
                           of the Company.


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         Section 12. Amendment or Modification. The Committee, in its sole
discretion, without notice, at any time and from time to time, may modify or
amend, in whole or in part, any or all of the provisions of the Plan, or suspend
or terminate it entirely; provided, however, that no such modification,
amendment, suspension or termination may, without the consent of a Participant,
reduce the right of a Participant to receive an Award hereunder to which he or
she is otherwise entitled; and, provided further, that unless the stockholders
of the Company shall have approved thereof, no amendment of the Plan shall be
effective (i) which would increase the maximum amount which can be paid to a
Participant under the Plan, (ii) which increases the number of shares of Common
Stock which may be issued under the Plan, or (iii) which would disqualify the
Plan under Rule 16b-3.

         Section 13. Section 16. It is intended that the Plan and any Awards
made to a person subject to Section 16 of the Exchange Act meet all of the
requirements of Rule 16b-3. If any provision of the Plan or any Award hereunder
would disqualify the Plan or such Award, or would otherwise not comply with Rule
16b-3, such provision or Award shall be construed or deemed amended to conform
to Rule 16b-3.

         Section 14. Miscellaneous.

         (a)      The Plan shall be governed by and construed in accordance with
                  the laws of the State of Delaware.
         (b)      The Company shall have the right to deduct from all payments
                  under the Plan any federal, state or local taxes required by
                  law to be withheld with respect to such payments.
         (c)      Except where otherwise indicated by the context, any masculine
                  term used herein also shall include the feminine, the plural
                  shall include the singular and the singular shall include the
                  plural.
         (d)      In the event any provision of the Plan shall be held illegal
                  or invalid for any reason, the illegality or invalidity shall
                  not affect the remaining parts of the Plan and the Plan shall
                  be construed and enforced as if the illegal or invalid
                  provision had not been included.
         (e)      All costs of implementing and administering the Plan shall be
                  borne by the Company.
         (f)      All obligations of the Company under the Plan shall be binding
                  upon and inure to the benefit of any successor to the Company,
                  whether the existence of such successor is the result of a
                  direct or indirect purchase, merger, consolidation or
                  otherwise, of all or substantially all of the business and/or
                  assets of the Company.
         (g)      Nothing contained in the Plan and no action taken pursuant
                  thereto shall create or be construed to create a trust of any
                  kind or a fiduciary relationship between the Company or its
                  subsidiary or any other person.
         (h)      No Award under the Plan shall be subject in any manner to
                  anticipation, alienation, sale, transfer, assignment, pledge,
                  encumbrance or charge, either voluntary or involuntary, and
                  any attempt to so alienate, anticipate, sell, transfer,
                  assign, pledge, encumber or charge the same shall be null and
                  void. No such amount shall be liable for or subject to the
                  debts,

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                  contracts, liabilities, engagements or torts of any person to
                  whom such benefits or funds are or may be payable.
         (i)      The Plan is adopted subject to the approval of a majority of
                  the stockholders of the Company present or represented and
                  entitled to vote at a duly held meeting of stockholders and
                  any Award under the Plan prior to such stockholder approval
                  shall be rendered void and of no effect if stockholder
                  approval is not obtained within 12 months of the date of the
                  Plan's adoption by the Board.