OFFICEMAX INCORPORATED EXECUTIVE LIFE INSURANCE PROGRAM

OFFICEMAX INCORPORATED

EXECUTIVE LIFE INSURANCE PROGRAM

1.             Purpose of the Plan.  The purpose of the Executive Life Insurance Program (the “Plan”) is to provide officers who participate in the Plan with an insured death benefit during employment.  Officers who become Participants may purchase a life insurance policy from a designated insurance carrier.  Policy premiums will be paid by OfficeMax Incorporated (“OfficeMax”), as described in this Plan.

2.             Definitions.

2.1           “Base Salary” means the Participant’s annual base salary in effect on the April 15^th preceding the Participant’s death if the Participant dies while an active employee of OfficeMax.

2.2           “Code” means the Internal Revenue Code of 1986, as amended.

2.3           “Committee” means the Executive Compensation Committee of OfficeMax’s Board of Directors.

2.4           “Insurance Carrier” means the life insurance company or companies selected to issue policies under the Plan.

2.5           “Insurance Policy” means any individually purchased Insurance Policy, together with additional policy benefits and riders, if any, issued by the Insurance Carrier pursuant to the Plan.  Unless required otherwise by the Plan, any Insurance Policy terms used in this Plan shall have the same meaning as in the Insurance Policy.  For example, the Insurance Policy terms “policy year,” “dividend,” and “policy loan” shall have the same meaning for purposes of this Plan as for purposes of the Insurance Policy.

2.6           “Participant” means an elected officer who is designated by the Committee as eligible to participate in the Plan and who chooses to participate.  For purposes of this Plan, “elected officer” means any officer holding the title of Senior Vice President of OfficeMax Incorporated or higher.

2.7           “Plan Administrator” means the Committee.  The Committee may delegate day-to-day administrative functions to OfficeMax’s management.

3.             Administration and Interpretation of the Plan.

3.1           Plan Administrator. The Committee shall have final discretion, responsibility, and authority to administer and interpret the Plan.  This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the Plan, except as delegated to the Insurance Carrier pursuant to Sections 3.2 and

8.3.  The Committee may also adopt any rules it deems necessary to administer the Plan.  The Committee’s responsibilities for administration and interpretation of the Plan shall be exercised by OfficeMax associates who have been assigned those responsibilities by OfficeMax’s management.  Any OfficeMax associate exercising responsibilities relating to the Plan in accordance with this section shall be deemed to have been delegated the discretionary authority vested in the Committee with respect to those responsibilities, unless limited in writing by the Committee.  Any Participant may appeal any action or decision of these employees to OfficeMax’s General Counsel and may request that the Committee reconsider decisions of the General Counsel.  Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Section 8.  Any interpretation by the Committee shall be final and binding on the Participants.

3.2           Insurance Carrier.  The Insurance Carrier shall be responsible for all matters relating to any Insurance Policy, including interpretation of the policy terms.  For example, the Insurance Carrier shall decide whether it will issue an Insurance Policy on the life of a Participant who has otherwise met all of the Plan’s eligibility requirements, whether benefits are payable on an Insurance Policy, and to whom any benefits are payable.

4.             Eligibility.  In order to become a Participant in the Plan, an individual must meet all of the following requirements:

4.1           Be an elected officer who is designated by the Committee as eligible to participate in the Plan;

4.2           Complete an application for insurance as required by the Insurance Carrier; and

4.3           Meet any applicable insurability requirements of the Insurance Carrier.

5.             Benefits.

5.1           Target Death Benefit During Employment.  The target benefit for a Participant who dies while employed by OfficeMax is a death benefit equal to two times Base Salary [three times Base Salary – for CEO] (less any amount payable under any company-paid group term life insurance program sponsored by OfficeMax).

5.2           Purchase of Insurance.  The right of a Participant to purchase an Insurance Policy under the Plan is granted only upon the initial adoption of the Plan or, for a Participant who meets the eligibility requirements under the Plan after adoption of the Plan, the date of initial eligibility under the Plan.  The face amount of the Insurance Policy shall be rounded up to the nearest multiple of $1,000, where necessary.  To the extent the Insurance Policy relates to the target benefit(s) as described in Section 5.1, the Insurance Policy is guaranteed to be issued, without regard to the Participant’s