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31.2 CFO Certification Pursuant to Section X
302 of the Sarbanes-Oxley Act of
2002
32 Section 906 Certifications of Chief X
Executive Officer and Chief Financial
Officer of OfficeMax Incorporated
Indicates exhibits that constitute management contracts or compensatory plans or
arrangements.
(a) Certain information in this exhibit has been omitted and filed separately with the Securities and
Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.
(1) The Trust Indenture between Boise Cascade Corporation (now known as OfficeMax
Incorporated) and Morgan Guaranty Trust Company of New York, Trustee, dated October 1,
1985, as amended, was filed as exhibit 4 in the Registration Statement on Form S-3
No. 33-5673, filed May 13, 1986. The Trust Indenture has been supplemented on seven
occasions as follows: The First Supplemental Indenture, dated December 20, 1989, was filed as
exhibit 4.2 in the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3
No. 33-32584, filed December 20, 1989. The Second Supplemental Indenture, dated August 1,
1990, was filed as exhibit 4.1 in our Current Report on Form 8-K filed on August 10, 1990. The
Third Supplemental Indenture, dated December 5, 2001, between Boise Cascade Corporation
and BNY Western Trust Company, as trustee, to the Trust Indenture dated as of October 1,
1985, between Boise Cascade Corporation and U.S. Bank Trust National Association (as
successor in interest to Morgan Guaranty Trust Company of New York) was filed as exhibit 99.2
in our Current Report on Form 8-K filed on December 10, 2001. The Fourth Supplemental
Indenture dated October 21, 2003, between Boise Cascade Corporation and U.S. Bank Trust
National Association was filed as exhibit 4.1 in our Current Report on Form 8-K filed on
October 20, 2003. The Fifth Supplemental Indenture dated September 16, 2004, among Boise
Cascade Corporation, U.S. Bank Trust National Association and BNY Western Trust Company
was filed as exhibit 4.1 to our Current Report on Form 8-K filed on September 22, 2004. The
Sixth Supplemental Indenture dated October 29, 2004, between OfficeMax Incorporated and
U.S. Bank Trust National Association was filed as exhibit 4.1 to our Current Report on Form 8-K
filed on November 4, 2004. The Seventh Supplemental Indenture, made as of December 22,
2004, between OfficeMax Incorporated and U.S. Bank Trust National Association was filed as
exhibit 4.1 to our Current Report on Form 8-K filed on December 22, 2004. Each of the
documents referenced in this footnote is incorporated by reference.
(2) The First Amendment to Employment Agreement with George J. Harad was filed as exhibit 10.1
in our Current Report on Form 8-K filed on December 15, 2004. The document referenced in
this footnote is incorporated by reference.
(3) The Deferred Compensation and Benefits Trust, as amended and restated as of December 13,
1996, was filed as exhibit 10.18 in our Annual Report on Form 10-K for the year ended
December 31, 1996. Amendment No. 4, dated July 29, 1999, to the Deferred Compensation
and Benefits Trust was filed as exhibit 10.18 in our Annual Report on Form 10-K for the year
ended December 31, 1999. Amendment No. 5, dated December 6, 2000, to the Deferred
Compensation and Benefits Trust was filed as exhibit 10.18 in our Annual Report on Form 10-K
for the year ended December 31, 2000. Amendment No. 6, dated May 1, 2001, to the Deferred
Compensation and Benefits Trust was filed as exhibit 10 in our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001. Each of the documents referenced in this footnote
is incorporated by reference.
(4) Our Code of Ethics can be found on our website (www.officemax.com) by clicking on ‘‘About
us,’’ ‘‘Investors’’ and then ‘‘Code of Ethics.’’
119