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                                                                   EXHIBIT 10.58

                             FIRST AMENDMENT TO THE
                               BORDERS GROUP, INC.
                          2004 LONG-TERM INCENTIVE PLAN

The Borders Group, Inc. 2004 Long-Term Incentive Plan (the "Plan"), which was
approved by the shareholders of Borders Group, Inc. (the "Company") on May 20,
2004, is hereby amended in the following particulars, effective as of May 20,
2004:

1.    The following Paragraph (e) is hereby added to Section 9 of the Plan:

      "(e) Awards to Non-employee Directors. Notwithstanding any other provision
      of the Plan, Awards shall be made to non-employee directors only in the
      form of Restricted Shares or Restricted Share Units, as determined in the
      sole discretion of the Chairman of the Compensation Committee, having a
      Fair Market Value equal to one-half of the annual retainer fees to be paid
      for the applicable year. For 2004, the grant shall be made, and the
      Restricted Period shall begin, on August 1, 2004 and the Restricted Period
      shall end on December 31, 2004. In subsequent years, the Award of
      Restricted Shares or Restricted Share Units shall be made, and the
      Restricted Period shall begin, on January 1 of the applicable year and the
      Restricted Period shall end on December 31 of such year. In the case of an
      individual who becomes a non-employee director during a calendar year, (i)
      his or her Award of Restricted Shares or Restricted Share Units with
      respect to such year shall have a Fair Market Value equal to one-half of
      the prorated fees that he or she will be entitled to receive for such
      year, (ii) the Award shall be made, and the Restricted Period shall begin,
      as of the date that he or she commences service as a non-employee
      director, and (iii) the Restricted Period shall end on the anniversary of
      such date."

2.    The following sentence is added to the end of Section 11(a) of the Plan:

      "Subject to adjustment in accordance with Section 16, the aggregate number
      of Unrestricted Shares issued under the Plan shall not exceed 150,000."

3.    The first sentence of Section 17 of the Plan is hereby amended to read as
      follows:

      "The Board may suspend, terminate, modify or amend the Plan, without the
      approval of the shareholders of the Company, except that shareholder
      approval shall be required for any amendment (other than an amendment
      pursuant to the adjustment provisions of the Plan) that requires
      shareholder approval under New York Stock Exchange rules or that otherwise
      would: (i) materially increase the benefits accruing to participants under
      the Plan; (ii) materially increase the aggregate number of securities that
      may be issued under the Plan; or (iii) materially modify the requirements
      as to eligibility for participation in the Plan."

Except as here amended, the Plan shall remain in full force and effect.

                                               BORDERS GROUP, INC.

                                               By: /s/ Edward W. Wilhelm
                                                   -------------------------
                                                   Edward W. Wilhelm