The information set forth below under Item 3.02 regarding the Registration Rights Agreement is incorporated herein by reference.

On November 3, 2009, OfficeMax Incorporated ("OfficeMax" or the "Company") contributed 8,331,722 shares of its common stock, $2.50 par value (the "Shares"), with a corresponding dollar value of approximately $82.2 million, to the Company's master trust (the "Master Trust"), which is the funding vehicle for the Company's six tax-qualified employee pension benefit plans (the "Plans"), pursuant to a Contribution Agreement dated as of November 3, 2009 (the "Contribution Agreement") between OfficeMax and Evercore Trust Company, N.A., the independent fiduciary for the Shares held by the Master Trust, in consideration of the possible reduction of future funding obligations to the Master Trust. The Shares were contributed by the Company as a voluntary, excess contribution to the Master Trust in a private placement transaction made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The Contribution Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

On November 3, 2009, the Company also entered into a related registration rights agreement with Evercore Trust Company, N.A., the independent fiduciary for the Shares held by the Master Trust (the "Registration Rights Agreement"). The Registration Rights Agreement provides, among other things, that OfficeMax will use its reasonable commercial efforts to cause a registration statement covering the Shares to be declared effective and to maintain its effectiveness until the earlier of (i) the date on which all of the Shares are sold, (ii) the date which is 90 days after the date on which the number of Shares that remain held by the Trust is less than one percent of the shares of the Company's common stock then outstanding, and (iii) the fifth anniversary of the date of the contribution pursuant to the Contribution Agreement. The Registration Rights Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

On November 3, 2009, OfficeMax issued a press release regarding the contribution of the Shares to the Master Trust. A copy of this press release is being furnished herewith as Exhibit 99.2.

(d) Exhibits.

Exhibit 10.1   Registration Rights Agreement between OfficeMax and Evercore Trust
               Company, N.A., independent fiduciary of the Master Trust, dated as
               of November 3, 2009.
Exhibit 99.1   Contribution Agreement dated as of November 3, 2009 between
               OfficeMax and Evercore Trust Company, N.A., independent fiduciary of
               the Master Trust.
Exhibit 99.2   Press Release, dated November 3, 2009, issued by OfficeMax.