OfficeMax, Inc. Executive Savings Deferral Plan II

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Exhibit 4.2

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

TABLE OF CONTENTS

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 account, including contribution credits and deemed income, gains and losses credited thereto. A Participant's or Beneficiary's Account shall consist of a Supplemental Salary Deferral Contributions Subaccount(s) and a Supplemental Company Matching Contributions Subaccount(s).

1.2

BASIC COMPENSATION means, for a given Plan Year, Compensation not in excess of the applicable limit prescribed by Code Section 401(a)(17) for such Year.

1.3

BASIC PLAN means The OfficeMax, Inc. 401(k) Savings Plan, as in effect from time to time.

1.4

BENEFICIARY means any person or persons so designated in accordance with the provisions of Article IX.

1.5

BOARD means the Board of Directors or the Sole Director, as the case may be, of OfficeMax, Inc. or such person(s) to whom the Board may delegate its rights and responsibilities under this Plan.

1.6

CHANGE IN CONTROL means, with respect to any Company, the acquisition by any "person" (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 and as modified and used in Sections 13(d) and 14(d) of that Act) of beneficial ownership, directly or indirectly, of securities of the Company representing 25% or more of the outstanding securities of the Company having the right under ordinary circumstances to vote at an election of the Company's board of directors.

1.7

CLOSING DATE means the Closing Date of the Agreement and Plan of Merger Dated as of July 13, 2003, among Boise Cascade Corporation, Challis Corporation and OfficeMax, Inc.

1.8

CODE means the Internal Revenue Code of 1986, as amended.

1.9

COMMITTEE means the person(s) designated by the Board to administer this Plan, which person(s) shall serve at the pleasure of the Board.

1.10

COMPANY means OfficeMax, Inc. and any of its affiliates which may be a participating employer under the Basic Plan, together with their successors and assigns, or any other entity which, with the foregoing's consent, assumes the Company's obligations under this Plan.

1.11

COMPANY MATCHING CONTRIBUTIONS means the contributions made or deemed made by the Company pursuant to Article IV.

1.12

COMPANY MATCHING CONTRIBUTIONS SUBACCOUNT means the account(s) on the books of the Company to which a Participant's Supplemental Company Matching Contributions under Article IV, plus earnings and losses thereon, are credited.

1.13

COMPENSATION means, for a given Plan Year, a Participant's W-2 earnings from the Company for federal income tax purposes, including any amounts that would be treated as W-2 earnings except for the fact that payment of such amounts is being deferred or otherwise withheld pursuant to an election by the Participant. Compensation shall not include any taxable income realized by, or payments made to, a Participant as a result of the grant or exercise of an option to acquire stock of the Company or Boise Cascade Corporation, or compensation resulting from the acquisition, exercise, or vesting of any stock appreciation right, stock bonus, restricted stock, phantom stock, performance stock, or similar stock-based award under any incentive plan of the Company or Boise Cascade Corporation except to the extent the award is payable in cash or the Committee determines that the award shall be included in Compensation for purposes of this Plan.

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1.14

EFFECTIVE DATE means January 1, 2004.

1.15

ELIGIBLE EMPLOYEE means a person employed by the Company who either (i) has a salary midpoint above $110,000 or (ii) meets all of the following requirements: (A) is a participant in the Basic Plan, (B) is a "Restricted Highly Compensated Employee" as defined in the Basic Plan, (C) is classified by the Company as an exempt associate, (D) is among the top 2% of the highest paid associates and (E) receives compensation that exceeds three times the compensation of the average associate (as determined by the Company in its sole and absolute discretion).

1.16

ENROLLMENT AND ELECTION FORM means the form on which a Participant elects to defer compensation and makes other required designations.

1.17

ENTRY DATE with respect to an Eligible Employee means the first date that the Eligible Employee is entitled to commence participation in the Basic Plan.

1.18

PARTICIPANT means any person designated in accordance with the provisions of Article II, including, where appropriate according to the context of the Plan, any former Eligible Employee who is or may become (or whose Beneficiary may become) eligible to receive a benefit under the Plan.

1.19

PLAN means the OfficeMax, Inc. Executive Savings Deferral Plan II as set forth herein and as in effect from time to time.

1.20

PLAN YEAR means the calendar year beginning January 1, 2004, and each calendar year thereafter during which the Plan is in effect.

1.21

PRIOR PLAN means the OfficeMax, Inc. Executive Savings Deferral Plan which was in effect for the period from January 1, 2000 until the Closing Date.

1.22

SALARY DEFERRAL CONTRIBUTIONS means the contributions made or deemed made by a Participant pursuant to Article III.

1.23

SALARY DEFERRAL CONTRIBUTIONS SUBACCOUNT means the account(s) on the books of the Company to which a Participant's Supplemental Salary Deferral Contributions under Article III, plus earnings and losses thereon, are credited.

1.24

TRUST means the trust fund, if any, established pursuant to the Plan.

1.25

TRUSTEE means the trustee named in the agreement establishing the Trust, if any, and such successor and/or additional trustees as may be named pursuant to the terms of the agreement establishing the Trust.

1.26

VALUATION DATE means December 31 of each Plan Year and such other date or dates that the Committee, in its sole discretion, designates as a Valuation Date. Valuations shall occur at least quarterly within a given Plan Year and may occur more frequently at the sole discretion of the Committee.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.1

REQUIREMENTS.

(a)

Every Eligible Employee on the Effective Date shall be eligible to become a Participant in this Plan on the Effective Date. Each person who becomes an Eligible Employee after the Effective Date shall be eligible to become a Participant on the first Entry Date occurring on or after the date on which he or she becomes an Eligible Employee. No individual shall become a Participant, however, if he or she is not an Eligible Employee on the date his or her participation is to begin.

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(b)

In order to participate as of the Effective Date or the Entry Date, as applicable, an Eligible Employee must execute and return to the Committee, within the time period specified by the Committee, an Enrollment and Election Form on which the Eligible Employee shall:

(i)

Elect to become a Participant;

(ii)

Elect a rate of Salary Deferral Contributions for the initial Plan Year as provided in Section 3.1;

(iii)

Designate a Beneficiary as provided in Section 9.1;

(iv)

Specify a distribution commencement date for Plan benefits and a form of distribution of Plan benefits (from among the options indicated on the form);

(v)

Specify a deemed investment fund or funds (in accordance with Section 6.2); and

(vi)

Agree to the terms of the Plan.

(c)

For each subsequent Plan Year, within such time period as the Committee shall specify before the beginning of the Plan Year, an Eligible Employee who desires to continue to participate must execute and return to the Committee an Enrollment and Election Form on which he/she shall elect a rate of Salary Deferral Contributions as provided in Section 3.1 with respect to that Plan Year. An Eligible Employee may also designate a new distribution commencement date for Plan benefits and/or a new form of distribution of Plan benefits (from among the options indicated on the form), but only with respect to benefits attributable to deferrals for that and subsequent Plan Years.

(d)

As provided in Sections 2.1(b)(iv) and 2.1(c), an Eligible Employee may elect a different distribution commencement date for Plan benefits and/or a different form of distribution of Plan benefits with respect to deferrals for each separate Plan Year. However, the election made for each Plan Year is irrevocable after that Plan Year has begun, and may not be subsequently modified, except as otherwise provided in Article VIII.

2.2

CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the employ of the Company, but ceases to be an Eligible Employee, he/she shall cease to be eligible to make Salary Deferral Contributions or have Company Matching Contributions made on his/her behalf as of the date he/she is no longer an Eligible Employee. However, his/her Account shall continue to be revalued in accordance with Article VI.

ARTICLE III
SALARY DEFERRAL CONTRIBUTIONS

3.1

IRREVOCABLE ELECTION. A Participant may elect by filing with the Committee a salary reduction agreement in the form of an Enrollment and Election Form (pursuant to Section 2.1) to reduce the amount of Compensation that he/she would otherwise receive as taxable pay for the Plan Year with respect to which the form relates and to have the Company credit an equivalent amount to his/her Salary Deferral Contributions Subaccount. A Salary Deferral Contribution election shall apply only with respect to Compensation for the particular Plan Year specified on the election form. Once the Plan Year has begun, the Salary Deferral Contribution election with respect to that Plan Year shall become irrevocable.

3.2

CHOICE OF CONTRIBUTION RATES.

(a)

A Participant may elect to make Salary Deferral Contributions of his/her Compensation for a specified Plan Year in whole percentages up to 90% for the 2004 Plan Year and 50% for each Plan Year thereafter. A Participant may also specify a different rate, up to 90%, for his/her cash bonus payments.

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(b)

Salary Deferral Contributions shall be deducted from the Participant's pay by the Company and an equivalent amount shall be credited to the Participant's Salary Deferral Contributions Subaccount.

ARTICLE IV
COMPANY MATCHING CONTRIBUTIONS

4.1

AMOUNT. In addition to the Salary Deferral Contributions made pursuant to Article III above, the Company shall credit to each Participant's Company Matching Contributions Subaccount an amount equal to 50% of the Salary Deferral Contributions that the Participant has elected in accordance with Section 3.2, disregarding for this purpose any Salary Deferral Contributions relating to a Participant's cash bonus and Salary Deferral Contributions in excess of six percent (6%) of Basic Compensation, reduced by the amount of "Employer Contributions" (as defined in the Basic Plan) made by the Company on behalf of that Participant with respect to such period under the Basic Plan. Company Matching Contributions shall be credited to a Participant's Company Matching Contributions Subaccount.

ARTICLE V
VESTING

5.1

VESTING. An Eligible Employee shall always be one hundred percent (100%) vested in all amounts credited to his/her Salary Deferral Contributions Subaccount. He/she shall vest in amounts credited to his/her Company Matching Contributions Subaccount in accordance with the following schedules, based on his/her "Years of Service" as defined in the Basic Plan.

For Participants with an "Employment Date" (as defined in the Basic Plan) on or before December 31, 2003: