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111
31 .2 CFO Certification Pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002
X
32 Section 906 Certifications of Chief
Executive Officer and Chief Financial
Officer of OfficeMax Incorporated
X
†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 aconfidential treatment request under Rule24b-2 of the
Securities Exchange Act of 1934, asamended.
(1) The TrustIndenture 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 4in 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
AmendmentNo. 1 to the RegistrationStatement 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
CurrentReport 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 TrustNational Association (as successor in interest to Morgan Guaranty Trust
Company of New York) was filed as exhibit 99.2 in our Current Report on Form8-K filed on
December 10, 2001. TheFourth Supplemental Indenture dated October 21, 2003, between Boise
Cascade Corporationand U.S. Bank Trust National Association was filed as exhibit 4.1 inour
CurrentReport on Form 8-K filedon October 20,2003. The Fifth Supplemental Indenture dated
September 16, 2004, among BoiseCascade Corporation, U.S. Bank Trust National Association
and BNY Western Trust Company was filedas exhibit 4.1 toour Current Report onForm 8-K filed
on September 22, 2004. The Sixth Supplemental Indenture dated October 29, 2004, between
OfficeMaxIncorporated and U.S. Bank Trust National Associationwas filed as exhibit 4.1 to our
CurrentReport on Form 8-K filed on November 4, 2004. The Seventh SupplementalIndenture,
made as ofDecember 22,2004, between OfficeMax Incorporated and U.S. BankTrust National
Association wasfiled asexhibit 4.1 to our CurrentReport 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 EmploymentAgreement with George J. Harad was filed as exhibit 10.1in
our Current Report onForm 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. AmendmentNo. 4, dated July 29, 1999, to the Deferred Compensationand
Benefits Trustwas filed as exhibit 10.18 in our Annual Report on Form 10-K for the yearended
December 31,1999. AmendmentNo. 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-Kfor the year
ended December 31, 2000. Amendment No. 6, dated May 1, 2001, tothe 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.”