Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 23, 2009, the Executive Compensation Committee of the Board of Directors of OfficeMax Incorporated (the "Company") approved an amendment to the OfficeMax Incorporated Executive Savings Deferral Plan (Effective as of January 1, 2005) (the "Plan") to suspend Company matching contributions under the Plan effective as of the first paychecks issued after March 6, 2009. Under the Plan, participants may defer a percentage of their salary and annual incentive award. The percentage may not exceed 50% of the participant's salary and 90% of the participant's annual incentive award, subject to limitations described in the Plan. Each participant must allocate amounts credited to his or her deferral account among various investment funds, which include a company stock fund. Amounts deferred will be distributed, as more specifically described in the Plan, at the time elected by the participant. The Plan provides for payment in cash in a lump sum or in monthly installments, subject to minimum Plan balance limits, as elected by the participant.

This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the form of amendment, included as Exhibit 99.1 to this filing. Exhibit 99.1 is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Form of Amendment of OfficeMax Incorporated Executive Savings Deferral Plan

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