THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Books-A-Million, Inc. (BAMM)

4/13/2006 Proxy Information

Mr. Clyde B. Anderson is the brother of Terry C. Anderson, a member of the Company's Board of Directors.

During fiscal 2006, Charles C. Anderson, Clyde B. Anderson, Terry C. Anderson and Sandra B. Cochran served as executive officers or directors of a total of seven companies owned or controlled by the Anderson family (the "Other Companies"). None of the Other Companies have securities registered under, or otherwise are required to file periodic reports under, the Exchange Act, and if the Other Companies were to have securities registered under, or otherwise were required to file periodic reports under, the Exchange Act, none of the relationships of Charles C. Anderson, Clyde B. Anderson, Terry C. Anderson and Sandra B. Cochran with the Company and the Other Companies would constitute "interlocks," as defined by Item 402(j) of Regulation S-K. Even so, the Company notes that during fiscal 2006, (i) Clyde B. Anderson served as an officer and a member of the Board of Directors of the Company and as a member of the boards of directors and/or compensation committees of certain of the Other Companies, (ii) Charles C. Anderson is a major shareholder of the company and he served as an executive officer or member of the boards of directors and/or compensation committees of certain of the Other Companies, (iii) Terry C. Anderson served as a member of the Board of Directors of the Company and as an executive officer of certain of the Other Companies and (iv) Sandra B. Cochran served as an officer of the Company and as a member of the Board of Directors of certain of the Other Companies.

During fiscal 2006, the Company entered into certain transactions in the ordinary course of business with certain entities affiliated with Messrs. Charles C. Anderson, Terry C. Anderson and Clyde B. Anderson. The Board of Directors of the Company believes that all such transactions were on terms no less favorable to the Company than terms available from unrelated parties for comparable transactions. Significant activities with these entities are discussed in the following paragraphs.

The Company purchases a substantial portion of its magazines as well as certain of its seasonal music and newspapers from Anderson Media Corporation ("Anderson Media"), virtually all of the outstanding stock of which is owned by members of the Anderson family. During fiscal 2006, purchases of these items from Anderson Media totaled $30,745,862. The Company also purchases certain of its collectibles, gifts and books from Anderson Press, Inc. ("Anderson Press"), which is wholly owned by members of the Anderson family. During fiscal 2006, such purchases from Anderson Press totaled $1,271,736. The Company purchases gifts and cards from C.R. Gibson, of which the Anderson family controls virtually all of the outstanding stock. Such purchases from C.R. Gibson totaled $223,018 during fiscal 2006. Certain magazine subscriptions purchases from Magazines.com, which is partially owned by Anderson Media, were $70,779 for fiscal 2006. The Company purchases promotional material from Publication Marketing Corporation, which is majority owned by members of the Anderson family. During fiscal 2006, those purchases totaled $71,105. The Company utilizes Anco Far East Importers, LTD ("Anco Far East"), a company which is wholly owned by members of the Anderson family, to assist in purchasing and importing certain gift items. The total cash paid to Anco Far East for fiscal 2006 was $2,113,436, which primarily consisted of the actual cost of the product, but also included fees for sourcing and consolidation services. All of the costs other than the sourcing and consolidation services fees, which totaled $147,941, were passed through from other vendors. The Company purchases certain store fixtures from K & A Crylics, which is partially owned by Mr. Clyde B. Anderson and Ms. Sandra B. Cochran. During fiscal 2006, these purchases totaled $63,941. Prior to fiscal 2006, K & A Crylics was not a related party.

The Company also sold books to Anderson Media in fiscal 2006 totaling $1,017,410. In fiscal 2006, the Company provided internet-related services to American Promotional Events in the amount of $77,016.

The Company leases its principal executive offices from a trust, which was established for the benefit of the grandchildren of Mr. Charles C. Anderson. The initial lease expired on January 31, 2006 and a short-term extension was signed through June 30, 2006. During fiscal 2006, the Company paid rent of $137,189 to the trust under this lease. Anderson & Anderson, LLC ("A&A"), which is wholly owned by members of the Anderson family, also leases three buildings to the Company. During fiscal 2006, the Company paid A&A a total of $444,908 in connection with such leases.

The Company subleases certain property to Hibbett Sporting Goods, Inc. ("Hibbett"), a sporting goods retailer in the Southeastern United States. The Company's Executive Chairman, Clyde B. Anderson, serves as a director for Hibbett. During fiscal 2006, the Company received $190,800 in rent payments from Hibbett.

The Company shares ownership of a plane used by Books-A-Million in the operation of its business with an affiliated company. The Company rents the plane to affiliated companies at rates that cover all the variable costs and a portion of the fixed costs of operating the plane. The total amount received from affiliated companies for use of the plane in fiscal 2006 was $145,769. In addition, the Company paid amounts to A&A for the use of their plane in the amount of $70,130.

4/28/2005 Proxy Information

Clyde B. Anderson is the brother of Terry C. Anderson, both members of the Company's Board of Directors.

Directors who are not employees of the Company ("Non Employee Directors") receive an annual retainer fee of $25,000 and an attendance fee of $1,000 for each Board, Compensation and Nominating Committee meeting attended, as well as reimbursement of all out-of-pocket expenses incurred in attending all such meetings. Audit Committee members receive $2,000 per meeting attended and the Chairman of the Audit Committee receives $3,000 per meeting, as well as reimbursement of all out-of-pocket expenses incurred in attending all such meetings.

In addition, the Company's Non-Employee Directors are eligible to receive formula grants of stock options under the Company's Stock Option Plan. Under the Company's Stock Option Plan, each director who is not an employee of the Company or its subsidiary is, on the first day he serves as a director, granted options to purchase 10,000 shares of Common Stock from the Company at the fair market value (as defined in the Stock Option Plan) of such Common Stock on such date. Further, each such director who is serving as a director on the last business day of each calendar year and who has served as a director for more than one year shall be granted options to purchase 6,000 shares of Common Stock from the Company at the fair market value of the Common Stock on such date. Accordingly, each of Messrs. Terry C. Anderson, Ronald G. Bruno, J. Barry Mason and William H. Rogers, Jr. received a grant of options to purchase 6,000 shares of Common Stock at an exercise price of $9.47 per share on December 31, 2004. All options expire on the tenth anniversary of the date of the grant or 90 days after such individual ceases to be a director of the Company. Each of these options granted to directors of the Company are immediately exercisable.

4/27/2004 Proxy Information

Clyde B. Anderson is the son of Charles C. Anderson and the brother of Terry C. Anderson, both members of BAMM's Board of Directors.

During fiscal 2004, Charles C. Anderson, Clyde B. Anderson and Terry C. Anderson served as executive officers or directors of a total of ten companies owned or controlled by the Anderson family (the "Other Companies"), with which there is an "interlock" relationship, as defined by the SEC, arising from the concurrent participation of (i) Clyde B. Anderson and Charles C. Anderson, both as members of the Board of Directors of the Company and as members of the boards of directors (and/or the compensation committees) of certain of the Other Companies and (ii) Charles C. Anderson and Terry C. Anderson, both as executive officers of certain of the Other Companies and as members of the Board of Directors of the Company.

During fiscal 2004, the Company entered into certain transactions in the ordinary course of business with certain entities affiliated with Messrs. Charles C. Anderson, Terry C. Anderson and Clyde B. Anderson. The Board of Directors of the Company believes that all such transactions were on terms no less favorable to the Company than terms available from unrelated parties for comparable transactions. Significant activities with these entities are discussed in the following paragraphs.

The Company purchases a substantial portion of its magazines as well as certain of its seasonal music and newspapers from Anderson Media Corporation ("Anderson Media"), virtually all of the outstanding stock of which is owned by members of the Anderson family. During fiscal 2004, purchases of these items from Anderson Media totaled $28,159,821. The Company also purchases certain of its collectibles and books from Anderson Press, Inc. ("Anderson Press"), which is wholly owned by members of the Anderson family. During fiscal 2004, such purchases from Anderson Press totaled $853,319. The Company purchases gifts and cards from C.R. Gibson, of which the Anderson family controls virtually all of the outstanding stock. Such purchases from C.R. Gibson totaled $265,441 during fiscal 2004. Certain magazine subscriptions purchases from Magazines.com, which is partially owned by Anderson Media, were $89,443 for fiscal 2004. The Company purchases promotional material from Publication Marketing Corporation, which is majority owned by members of the Anderson family. During fiscal 2004, those purchases totaled $72,250. The Company utilizes Anco Far East Importers, LTD ("Anco Far East"), a company which is wholly owned by members of the Anderson family, to assist in purchasing and importing certain gift items. The total cash paid to Anco Far East for fiscal 2004 was $910,248, which primarily included the actual cost of the product, but also included freight, duties, and fees for sourcing and consolidation services. All of the costs other than the sourcing and consolidation services fees, which totaled $77,371, were passed through from other vendors. During fiscal 2004, the Company sold books to Anderson Media in the amounts of $442,859. During the year, the Company provided $226,219 of internet services to Magazines.com, an affiliate of Anderson Media.

The Company leases its principal executive offices from a trust, which was established for the benefit of the grandchildren of Mr. Charles C. Anderson. The lease extends to January 31, 2006. During fiscal 2004, the Company paid rent of $137,189 to the trust under this lease. Anderson & Anderson, LLC ("A&A"), which is wholly owned by members of the Anderson family, also leases three buildings to the Company. During fiscal 2004, the Company paid A&A a total of $447,003 in connection with such leases.

The Company subleases certain property to Hibbett Sporting Goods, Inc. ("Hibbett"), a sporting goods retailer in the Southeastern United States. The Company's Executive Chairman, Clyde B. Anderson, serves as a director for Hibbett. During fiscal 2004, the Company received $191,000 in rent payments from Hibbett.

The Company shares ownership of a plane used by Books-A-Million in the operations of the business. The Company rents the plane to affiliated companies at the approximate cost of usage. The total amounts received from affiliated companies for use of the plane in fiscal 2004 was $274,684. The cost of operating the plane was approximately the same as the revenue received.

5/2/2003 Proxy Information

Clyde B. Anderson is the son of Charles C. Anderson and the brother of Terry C. Anderson, both members of BAMM's Board of Directors.

During fiscal 2003, the Company and American Wholesale sold books to Anderson News. The amount was a net sales return in the amount of $76,498. During the year, the Company and NetCentral provided $131,198 of internet services to Magazines.com, an affiliate of Anderson News and majority-owned by members of the Anderson family. The Company, American Wholesale and NetCentral also provided internet services to American Promotional Events ("APE"), which is wholly-owned by the Anderson family. Those services provided to APE totaled $53,249.

The Company subleases certain property to Hibbett Sporting Goods, Inc. ("Hibbett"), a sporting goods retailer in the Southeastern United States. The Company's Chairman and Chief Executive Officer, Clyde B. Anderson, serves as a director for Hibbett. During fiscal 2003, the Company received $160,836 in rent payments from Hibbett.

The Company leases its principal executive offices from a trust, which was established for the benefit of the grandchildren of Mr. Charles C. Anderson. The lease extends to January 31, 2006. During fiscal 2003, the Company paid rent of $137,188 to the trust under this lease. Anderson & Anderson LLC ("A&A"), which is wholly-owned by members of the Anderson family, also leases three buildings to the Company. During fiscal 2003, the Company paid A&A a total of $434,607 in connection with such leases.

For fiscal 2003, the Company paid Charles C. Anderson $44,000 for management services provided to the Company. These amounts were in part in lieu of Directors fees due to Mr. Anderson in the amount of $23,000. During fiscal 2003, the Company paid Joel R. Anderson, one of the owners of A&A, $56,000 for management services provided. A&A received $44,000 from the Company in management fees for fiscal 2003.

The Company and American Wholesale Book Company ("American Wholesale") purchase certain of their collectibles and books from Treat Entertainment, Inc. ("Treat"), which is wholly-owned by members of the Anderson family. During fiscal 2003, such purchases from Treat totaled $1,141,734. The Company and American Wholesale purchase gifts and cards from C.R. Gibson, of which the Anderson family controls virtually all of the outstanding stock. Such purchases from C.R. Gibson totaled $471,556 during fiscal 2003. The Company and American Wholesale also purchase certain of their paperback books, newspapers and a substantial portion of their magazines from Anderson News Corporation ("Anderson News"), virtually all of the outstanding stock of which is owned by members of the Anderson family. During fiscal 2003, purchases of these items from Anderson News totaled $27,642,141. The Company and American Wholesale purchases certain book product from Popular Publishing, a Company owned substantially by Anderson News. During fiscal 2003, purchases from Popular Publishing totaled $310,912.