OfficeMax, Inc. Executive Savings Deferral Plan II

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BOISE CASCADE CORP | OfficeMax, Inc.

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Title: OfficeMax, Inc. Executive Savings Deferral Plan II
Governing Law: Ohio Date: 3/16/2004
Industry: PAPERP Sector: BASICM

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Exhibit 4.2

OfficeMax, Inc. Executive Savings Deferral Plan II
Effective January 1, 2004

TABLE OF CONTENTS

FOREWORD		1
ARTICLE I—DEFINITIONS		2
ARTICLE II—ELIGIBILITY AND PARTICIPATION		3
2.1	REQUIREMENTS	3
2.2	CHANGE OF EMPLOYMENT CATEGORY	4
ARTICLE III—PARTICIPANT SUPPLEMENTAL SALARY DEFERRAL CONTRIBUTIONS		4
3.1	IRREVOCABLE ELECTION	4
3.2	CHOICE OF CONTRIBUTION RATES	4
ARTICLE IV—SUPPLEMENTAL COMPANY MATCHING CONTRIBUTIONS		5
4.1	AMOUNT	5
ARTICLE V—VESTING		5
5.1	VESTING OF ACCOUNTS	5
ARTICLE VI—ACCOUNTS		5
6.1	ACCOUNTS	5
6.2	ADJUSTMENTS	6
6.3	ACCOUNTING FOR DISTRIBUTIONS	6
ARTICLE VII—ENTITLEMENT TO BENEFITS		6
7.1	VALUATION OF ACCOUNT	6
7.2	[RESERVED]	6
7.3	SOURCE OF PAYMENTS	6
ARTICLE VIII—PAYMENT OF BENEFITS		6
8.1	CASH PAYMENTS	6
8.2	PAYMENT OPTIONS	6
8.3	PAYMENT UPON DEATH	7
8.4	SMALL BALANCES	7
8.5	PREMATURE DISTRIBUTIONS WITH PENALTY	7

ARTICLE IX—BENEFICIARIES; PARTICIPANT DATA		7
9.1	DESIGNATION OF BENEFICIARIES	7
9.2	INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES	8
ARTICLE X—THE TRUST		8
10.1	ESTABLISHMENT OF TRUST	8
10.2	BENEFIT PAYMENTS IN ABSENCE OF TRUST	8
ARTICLE XI—ADMINISTRATION		8
11.1	COMMITTEE	8
11.2	CLAIMS PROCEDURE	9
11.3	FORM OF COMMUNICATION	10
ARTICLE XII—MISCELLANEOUS PROVISIONS		10
12.1	LIMITATION OF RIGHTS	10
12.2	NONALIENATION OF BENEFITS	10
12.3	AMENDMENT OR TERMINATION OF PLAN	10
12.4	CONSTRUCTION OF PLAN	10
12.5	GENDER AND NUMBER	11
12.6	LAW GOVERNING	11
12.7	CHANGES IN DEEMED INVESTMENTS/CONVERSION	11

FOREWORD

Effective as of January 1, 2004, OfficeMax, Inc. ("OfficeMax") has adopted this OfficeMax, Inc. Executive Savings Deferral Plan II (the "Plan") for the benefit of certain of its key executives.

This Plan is intended to provide key executives of OfficeMax and its affiliates the opportunity to defer a portion of their cash compensation and to accumulate deferred compensation that cannot be accumulated under the OfficeMax, Inc. 401(k) Savings Plan (the "Basic Plan") because of certain legal, administrative, and Basic Plan document restrictions that are imposed upon the permissible amounts of contributions that may be made to the Basic Plan.

This Plan is an unfunded deferred compensation plan for "a select group of management or highly compensated employees," within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE I
DEFINITIONS

Except to the extent otherwise inappropriate in the context, the following terms shall have the following meanings when used in this document.

1.1

ACCOUNT means the balance credited to a Participant's or Beneficiary's Plan bookkeeping

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