Exhibit 10.54

FORM OF
OFFICEMAX INCORPORATED
Restricted Stock Unit Award Agreement

ThisRestricted Stock UnitAward (the "Award"), is granted
on                        , 2005 (the "Award Date"), by
OfficeMax Incorporated ("OfficeMax") to                        ("Awardee" or "you") pursuant to the 2003 OfficeMax Incentive and
Performance Plan (the "Plan") and pursuant to the following terms:

|4. |  | a. |  | If within two years of the Award Date: (i) you are involuntarily terminated not for "disciplinary reasons" as determined by OfficeMax (or any successor), (ii) you terminate employment as a result of death or
total and permanent disability, or (iii) you voluntarily terminate employment and at the time of your termination you are at least age 55 and have at least 10 years of employment with OfficeMax, then the restrictions will lapse and the
units shall vest in a pro rata manner, based on the number of days after the Award Date that you were employed and eligible compared to the number of days in two years.
|-- |  | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |    |  | The restrictions on any units vesting by operation of this paragraph 4.a will lapse and the units will vest as of the termination date. Any unvested units remaining after payout will be forfeited.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |  | b. |  | Upon your voluntary or involuntary termination for any other reason, all units not yet vested at the time of termination will be immediately forfeited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

You must sign this Agreement and return it to OfficeMax's Compensation Department on or before April, 2005, or the Award will be forfeited. Return your executed
Agreement to: Rosie Wenger, OfficeMax, 150 Pierce Road, Itasca, IL 60143, or fax your signed form to 630-438-2463.

|OfficeMax Incorporated |  | Awardee
|---------------------- |  | -------
|By:                    |  |        
|                       |  |        

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