UNITED STATIONERS INC, 10-K, 1994-11-23

UNITED STATIONERS INC
10-K, 1994-11-23
PAPER & PAPER PRODUCTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

(Mark One)
/ / X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended August 31, 1994

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-10653

UNITED STATIONERS INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 36-3141189
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2200 EAST GOLF ROAD 60016-1267
DES PLAINES, ILLINOIS (Zip Code)
(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (708) 699-5000

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each Class Name of each exchange on
which registered
None N/A
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, $.10 par value
(Title of Class)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. (1) YES X NO (2) YES X NO
--- --- --- ---

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]

AS OF NOVEMBER 14, 1994, 18,594,357 SHARES OF COMMON STOCK WERE
OUTSTANDING, AND THE AGGREGATE MARKET VALUE OF THE SHARES OF COMMON STOCK HELD
BY NONAFFILIATES (BASED ON THE LAST SALE PRICE OF SUCH SHARES AS QUOTED BY
NASDAQ ON NOVEMBER 14, 1994) WAS APPROXIMATELY $133,024,012.

PART III INCORPORATES INFORMATION BY REFERENCE FROM PORTIONS OF THE
REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED TO BE HELD ON JANUARY 11, 1995. PARTS II AND IV INCORPORATE
INFORMATION BY REFERENCE FROM PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO
STOCKHOLDERS FOR THE FISCAL YEAR ENDED AUGUST 31, 1994.

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UNITED STATIONERS INC. AND SUBSIDIARIES
FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 1994

CONTENTS AND CROSS REFERENCE SHEET
FURNISHED PURSUANT TO GENERAL INSTRUCTION G(4) OF FORM 10-K
<TABLE>
<CAPTION>
ANNUAL REPORT
FORM 10-K FORM 10-K FORM 10-K TO STOCKHOLDERS
PART NO. ITEM NO. DESCRIPTION PAGE NO. PAGE NO.*
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<S> <C> <C> <C> <C>
I 1 Business 1
General 1
Products 1
Customers 1
Marketing and Sales 2
Distribution 3
Competition 3
Employees 3
Canadian Operations 3
Hong Kong Trading Office 3
2 Properties 4
Executive Offices 4
Regional Distribution Centers 4
Local Distribution Points 4
Canadian Facility 4
Hong Kong Trading Office 4
3 Legal Proceedings 4
4 Submission of Matters to a Vote of Security Holders 4
Executive Officers of the Registrant 5
II 5 Market for Registrant's Common Equity and
Related Stockholder Matters 5 10-11
6 Selected Financial Data 5 10-11
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 8-9
8 Financial Statements and Supplementary Data 6 13-24
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 6
III 10 Directors and Executive Officers of the Registrant 6 **
11 Executive Compensation 6 **
12 Security Ownership of Certain Beneficial Owners
and Management 6 **
13 Certain Relationships and Related
Transactions 6
IV 14 Exhibits, Financial Statements, Schedules, and
Reports on Form 8-K 7
Signatures 17

<FN>
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* References are to pages in the Registrant's Annual Report to
Stockholders for the fiscal year ended August 31, 1994, which are
incorporated herein by reference. SEE PART IV, EXHIBIT 13.

** Incorporated by reference from the Registrant's definitive Proxy
Statement for the Annual Meeting of Stockholders to be held on
January 11, 1995, to be filed within 120 days after the end of the
Registrant's fiscal year.
</TABLE>

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PART I

ITEM 1. BUSINESS
GENERAL
United Stationers Inc. is the parent company for its direct wholly owned
subsidiary, United Stationers Supply Co. Except where the context clearly
indicates otherwise, the terms "Company" or "United Stationers" as hereinafter
used include United Stationers Inc. together with its subsidiary. MicroUnited
Inc., formerly a subsidiary of United Stationers Inc., was merged into United
Stationers Supply Co. on Aug. 31, 1994.

United Stationers Supply Co. was incorporated in 1922 under the name
Utility Supply Co. and has operated under its present name since 1960. United
Stationers Supply Co. serves office products dealers, office products
superstores, mail order houses, specialty retail stores, mass merchandisers, and
sanitary supply distributors. Its MicroUnited division, which distributes
computer products, primarily serves computer products resellers, computer
superstores, national computer store chains, and mail order houses. Its
furniture division distributes primarily to office furniture dealers.

On June 24, 1992, United Stationers Supply Co. acquired Stationers
Distributing Company ("SDC"), a privately held wholesaler of office products
based in Fort Worth, Texas with annual revenues of more than $400 million. SDC
was immediately merged into United Stationers Supply Co.

The Company sells its products through a single national distribution
network to more than 14,000 resellers, who in turn sell directly to end users.
These products are distributed substantially within 24 hours through a computer-
based network of warehouse facilities and truck fleets radiating from 58
distribution points. For Fiscal 1994, no single dealer accounted for more than
4% of the Company's consolidated net sales. The Company's annual net sales to
individual dealers represent only a portion of each dealer's total purchases
from all sources.

PRODUCTS
The Company is engaged in the wholesale distribution of a broad line of
business products to more than 14,000 resellers. The Company distributes
approximately 25,000 items, including: traditional office supplies; office
furniture and desk accessories; office machines, equipment and supplies; and
computer hardware, peripherals and supplies; and facilities management supplies
such as safety and sanitation items.

The Company's products are purchased from approximately 500 manufacturers.
The Company has distribution contracts with certain suppliers, under which the
Company's obligations are not material. For Fiscal 1994, no single supplier
accounted for more than 9% of the total dollar amount of the Company's
purchases. The Company historically has purchased on a purchase order basis.

CUSTOMERS
United Stationers serves all segments of the office products, office
furniture and computer reseller markets. In addition, the Company now serves
sanitary supply distributors. The Company offers a menu of programs and
services designed to meet the diverse needs of each of these customer
categories.

The mainstay of the office products industry continues to be commercial
dealers who typically serve large companies, institutions and government
agencies. Through consolidation, these dealers are getting larger and becoming
even more important to the Company. Commercial dealers remain one of United
Stationers' fastest growing customer classes.

The independent dealer population has been declining for some time,
especially as dealerships are acquired and brought under an umbrella of common
ownership. However, many independent office products dealers continue to
thrive, adapting to the highly competitive environment with the help of
resources the Company offers.

Some independent dealers have joined forces in marketing and/or buying
groups. United Stationers is the leading wholesale source for many of these
groups, providing not only merchandise but also special programs that enable
these dealers to utilize their combined strengths.

While United Stationers maintains and builds its business with these
traditional dealers, the Company has also initiated programs with all major
office products superstore chains. The Company sells superstores commodity
items as "fill-ins" when they are out of stock. In addition, the Company has
placed catalog order stations in some of these stores, providing consumers the
opportunity to order items that superstores do not typically stock.

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Through its furniture division, United Stationers offers middle-grade
office furniture to both office products and office furniture dealers. The
Company also provides computer-related products to all categories of computer
resellers through its MicroUnited division. The Company provides marketing
materials and professional expertise to meet the various needs of these
resellers.

MARKETING AND SALES
The Company concentrates its marketing efforts on providing value-added
services to resellers within the business products industry. The Company
distributes products that are generally available at similar prices from
multiple sources, and most of its customers purchase their products from more
than one source. As a result, the Company differentiates itself through broad
product selection, a high degree of product availability, a variety of customer
services and expeditious distribution capabilities. The Company's significant
inventories and its advanced distribution system enable each of the Company's
customers to provide a high level of service to end users while minimizing the
reseller's own inventory requirements. The Company maintains sufficient
inventory levels to ship from stock more than 90% of all items ordered.

In addition to emphasizing its broad product line, extensive inventory,
computer integration and national distribution capabilities, the Company's
marketing programs have relied upon two additional major components. First, the
Company produces catalogs that are usually custom imprinted with each dealer's
name. These catalogs are sold to dealers who, in turn, distribute the catalogs
to their customers. Second, the Company provides its dealers with a variety of
services, including business management systems, promotional programs and price
updating services.

The Company produces numerous catalogs for placement with dealers' end-user
customers, including: an annual General Line Catalog listing 22,000 items; an
annual office furniture catalog featuring furniture and accessories; an Office
Impressions catalog featuring the Company's private-brand furniture; a quarterly
Concept 90 catalog offering approximately 1,000 high-volume commodity products;
annual Universal and Universal Plus catalogs promoting the Company's private-
brand merchandise; an annual Computer Products Catalog offering hardware,
peripherals and supplies; an annual Computer Concepts catalog; an annual
Facilities Management Supply catalog featuring janitorial and sanitation
supplies and ergonomic products; a business presentation products catalog; and
Access, a new promotional catalog.

An office products dealer typically distributes only one wholesaler's
catalogs. The dealer will often purchase products to meet customers' orders
from the wholesaler that provided the catalogs. Consequently, the Company
attempts to maximize the distribution of its catalogs and, therefore, offers a
rebate and allowance program that can offset the purchase price of most
catalogs. In addition, the Company provides a variety of dealer support and
marketing programs that are designed to create orders for dealers from their
end-user customers throughout the year.

The Company began to focus on niche markets in Fiscal 1991 and has expanded
steadily upon this concept since then. A furniture division was established to
offer national delivery and set up capabilities to office products dealers as
well as to attract new furniture dealers. Other niche markets include computer-
related products, custom-imprinted items, facility management supplies and
business presentation products.

The Company offers its dealers promotional programs at various times
throughout the year. These programs offer retailers special prices on certain
brand-name and private-brand merchandise along with packaged promotional
materials, including newspaper and direct mail flyers. In addition, a support
program is offered to help dealers develop their market through direct mail
techniques.

To help inform dealers of price changes, the Company offers various price
updating services in hard copy and computer media formats. The Company
publishes a pricing guide listing manufacturers' suggested retail prices. For
computer updating, the Company provides its price files on diskettes and tapes
as well as through on-line access.

The Company offers its dealers a range of electronic order entry and
business management systems. The Company benefits by gaining an increasing
share of the dealers' business, while the dealers benefit through better control
and administration of their business. The Company's most sophisticated
electronic management system enables dealers to manage critical business
functions including order entry, purchasing, pricing, accounts receivable,
accounts payable and inventory control. In July 1993, United Stationers entered
into a joint venture, creating a new corporation called United Business
Computers, Inc. to enhance, market and support this system. Other systems are
linked to the Company's computer network through dedicated or dial-up lines.
These systems allow instant stock checks and order entry for the approximately
25,000 items offered by the Company.

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DISTRIBUTION
The Company has a national network of 58 distribution points that generally
enables the Company to make its entire product line available to the customer
within 24 hours of order placement. Each of the Company's 30 Regional
Distribution Centers carries most of the Company's full line of inventory. The
Company supplements its Regional Distribution Centers with Local Distribution
Points throughout the United States that serve as will-call and reshipment
points for orders filled at the Regional Distribution Centers. The Company's
truck fleet allows direct delivery from the Regional Distribution Centers and
Local Distribution Points to the dealers.

The Company's computerized systems enable orders to be taken at any
Regional Distribution Center and filled from that or any other Regional
Distribution Center. Dealers may elect to pick up their orders at the Regional
Distribution Center or choose to have them shipped from the Regional
Distribution Center to the dealer or directly to the dealer's customer. The
merchandise may also be shipped to the Local Distribution Point that is closest
to the dealer (or the dealer's customer) for will-call, local delivery or
reshipment.

The Company's ability to readily deliver its products can be impaired by
work stoppages by its employees. Although the Company has maintained service
levels during past work stoppages by distributing to its customers from
unaffected distribution centers, profitability has been reduced during such
periods as a result of higher distribution costs. The Company's service levels
would also be affected in the event of an interruption in operation of its
computers and/or telecommunications network on a company-wide scale for an
extended period of time. The Company has developed contingency plans to limit
its exposure. As the number of the Company's distribution centers increases,
the operation of any one distribution center becomes less significant in
relation to the overall operation of the Company.

COMPETITION
The Company competes with office products manufacturers as well as other
wholesale distributors of business products. Most wholesale distributors
conduct operations regionally and locally, sometimes with limited product lines
such as writing instruments or computer products. Other wholesalers, including
the Company, carry a full line of business products. Manufacturers typically
sell their products through a variety of distribution channels, including
business products wholesalers and resellers. Manufacturers have traditionally
been viewed as both suppliers to and competitors of wholesalers.

Competition between the Company and manufacturers is based primarily upon
net pricing, minimum order quantity and product availability. Although
manufacturers may provide lower prices to dealers than the Company does, the
Company's marketing and catalog programs, combined with speed of delivery and
its ability to offer dealers a broad line of business products with lower
minimum order quantities, are important factors in enabling the Company to
compete effectively. Competition between the Company and other wholesalers is
based primarily on net pricing to dealers, breadth of product lines,
availability of products and other services, speed of delivery to dealers, and
the quality of its services. The Company believes it is competitive in each of
these areas.

EMPLOYEES
At November 1, 1994, the Company employed approximately 3,600 persons. The
Company considers its relationships with its employees to be satisfactory.

Approximately 863 shipping, warehouse and maintenance employees at the
Chicago, Detroit, Philadelphia, Baltimore, Los Angeles, Minneapolis and New York
City facilities are covered by various collective bargaining agreements. These
agreements expire at various times during the next three years.

CANADIAN OPERATIONS
In April 1991, United Stationers Canada Ltd. was formed as a subsidiary of
United Stationers Supply Co., serving Canadian office products dealers on a
limited basis. This subsidiary was liquidated on August 31, 1994. Canadian
dealers are being served through the Company's Detroit, Seattle and Portland
Regional Distribution Centers.

HONG KONG TRADING OFFICE
In 1992, United Stationers Hong Kong Limited and United Worldwide Limited
were formed as subsidiaries of United Stationers Supply Co. to facilitate global
sourcing of products.

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ITEM 2. PROPERTIES
The Company considers its properties to be suitable and adequate for their
intended uses. These properties consist of the following:

EXECUTIVE OFFICES
The Corporate office facility in Des Plaines, Illinois has approximately
128,000 square feet of office and storage space. In September 1993,
approximately 47,000 square feet of office space located in Mount Prospect,
Illinois was leased by the Company. This lease expires in five years, with an
option to renew for two five-year terms.

REGIONAL DISTRIBUTION CENTERS
The Company operates 30 Regional Distribution Centers located in the
metropolitan areas of Chicago (Forest Park, Illinois); Detroit (Livonia,
Michigan); Philadelphia (Pennsauken, New Jersey); Dallas, Texas; Boston (Woburn,
Massachusetts); Los Angeles (The City of Industry, California); Atlanta
(Norcross, Georgia); Baltimore (Harmans, Maryland); Cleveland (Twinsburg, Ohio);
Minneapolis (Eagan, Minnesota); New York City (Edison, New Jersey); St. Louis
(Greenville, Illinois) Albany (Coxsackie, New York); Portland, Oregon; Phoenix
(Tempe, Arizona); Sacramento, California; Salt Lake City, Utah; Seattle
(Tukwila, Washington); Denver, Colorado; Houston, Texas; Lubbock, Texas; San
Antonio, Texas; Tulsa, Oklahoma; Charlotte, North Carolina; Kansas City,
Missouri; Memphis, Tennessee; Nashville, Tennessee; New Orleans (Harahan,
Louisiana); Cincinnati (Springdale, Ohio); and Ft. Lauderdale, Florida.

These facilities represent total square footage of nearly six million
square feet, of which 3.3 million is owned and the balance is leased.

LOCAL DISTRIBUTION POINTS
The Company also operates 28 Local Distribution Points. Two are leased by
the Company; the other Local Distribution Points are operated through cross-
docking arrangements with third party distribution companies.

CANADIAN FACILITY
The Company currently leases one facility in Woodbridge, Ontario (7,000 sq.
ft.). This lease expires August 31, 1995 with an option to renew for one
additional year.

HONG KONG TRADING OFFICE
United Stationers Hong Kong Limited leases 1,500 square feet of office
space in Hong Kong with the lease expiring on October 14, 1995.

ITEM 3. LEGAL PROCEEDINGS

On October 26, 1993, a cross-complaint was filed against United Stationers
Supply Co. in a collection action which had previously been brought in the
Municipal Court of Los Angeles County under the name UNITED STATIONERS SUPPLY
CO. V. OFFICE PALACE, INC. ET AL. The cross-complaint alleges restraint of
trade and unfair business practices by United Stationers following the merger
with Stationers Distributing Company in 1992. It seeks an unspecified amount of
general and special damages, plus $10 million in punitive damages. The Company
intends to pursue vigorously its complaint and defend the cross-complaint. In
the opinion of management, the litigation will not have a material effect on the
Company's results of operations or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted during the fourth quarter of Fiscal 1994 to
a vote of security holders through the solicitation of proxies.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following information is included herein in accordance with General
Instruction G(3) to Form 10-K. At November 1, 1994, the Company's executive
officers were as follows:
<TABLE>
<CAPTION>

NAME AGE POSITION
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<S> <C> <C>

Joel D. Spungin. . . . . . . . . 56 Chairman of the Board of Directors and Chief Executive Officer
Jeffrey K. Hewson. . . . . . . . 51 President and Chief Operating Officer and a Director
Allen B. Kravis. . . . . . . . . 57 Senior Vice President and Chief Financial Officer
Steven R. Schwarz. . . . . . . . 40 Senior Vice President, Marketing
Robert H. Cornell. . . . . . . . 55 Vice President, Human Resources
Otis H. Halleen. . . . . . . . . 60 Vice President, Secretary and General Counsel
Jerold A. Hecktman . . . . . . . 57 Vice President, Advertising and a Director
James A. Pribel. . . . . . . . . 41 Treasurer
Ted S. Rzeszuto. . . . . . . . . 41 Vice President and Controller
Ergin Uskup. . . . . . . . . . . 57 Vice President, Management Information Systems and
Chief Information Officer
</TABLE>

All of the executive officers listed above, except Mr. Hewson, Mr. Kravis,
Mr. Schwarz, Mr. Pribel and Mr. Uskup have been employed by the Company in
similar capacities for more than the past five years.

Mr. Hewson, prior to his election as President and Chief Operating Officer
in April 1991, had been Executive Vice President of the Company since
March 1990. Prior to that, he had been President of ACCO International's U.S.
Division since 1989 and President of its Canadian Division since 1987. ACCO
International is a manufacturer of traditional office products and a subsidiary
of American Brands. American Brands is a global consumer products holding
company.

Mr. Kravis, prior to his election as Senior Vice President and Chief
Financial Officer in September 1992, had been Senior Vice President, Chief
Financial Officer and Treasurer since May 1991. He had been Vice President and
Treasurer of the Company since 1981.

Mr. Schwarz, prior to his election as Senior Vice President, Marketing in
June 1992, had been Senior Vice President, General Manager, MicroUnited since
1990 and Vice President, General Manager, MicroUnited since September 1989. He
had held a staff position in the same capacity since February 1987.

Mr. Pribel, prior to his election as Treasurer in September 1992, had been
Assistant Treasurer of the Company since 1984.

Mr. Uskup, prior to his election as Vice President, Management Information
Systems and Chief Information Officer in February 1994, had been since 1987 Vice
President, Corporate Information Services for Baxter International Inc., a
global manufacturer and distributor of health care products.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Incorporated herein by reference from pages 10 and 11 of the Registrant's
Annual Report to Stockholders for the fiscal year ended August 31, 1994, section
entitled "Quarterly Financial Data" and "Quarterly Stock Price Data."

ITEM 6. SELECTED FINANCIAL DATA

Incorporated herein by reference from pages 10 and 11 of the Registrant's
Annual Report to Stockholders for the fiscal year ended August 31, 1994, section
entitled "Selected Financial Information."

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Incorporated herein by reference from pages 8 and 9 of the Registrant's
Annual Report to Stockholders for the fiscal year ended August 31, 1994.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Incorporated herein by reference from pages 13 through 24 of the
Registrant's Annual Report to Stockholders for the fiscal year ended August 31,
1994.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

The Registrant has had no disagreements on accounting and financial
disclosure of the type referred to in Item 304 of Regulation S-K.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning directors and information concerning any persons who
failed to file, on a timely basis, reports required by section 16(a) of the
Exchange Act, are incorporated herein by reference, pursuant to General
Instruction G(3) to Form 10-K, from the Registrant's definitive Proxy Statement
for the Annual Meeting of Stockholders scheduled to be held on January 11, 1995
to be filed within 120 days after the end of the Registrant's fiscal year.
Information concerning the executive officers is included in Part I of this
report.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated herein by reference, pursuant to General Instruction G(3) to
Form 10-K, from the Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held on January 11, 1995, to be filed
within 120 days after the end of the Registrant's fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K

(A) The following financial statements, schedules and exhibits are filed as part
of this report:

<TABLE>
<CAPTION>
LOCATION
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<S> <C>
(1) Financial Statements
Consolidated Balance Sheets as of August 31, 1994, and August 31, 1993 . . . . . Annual Report pages 18-19*
Consolidated Statements of Income for the years ended August 31, 1994,
August 31, 1993, and August 31, 1992 . . . . . . . . . . . . . . . . . . . . . Annual Report page 17*
Consolidated Statements of Changes in Stockholders' Investment for the years
ended August 31, 1994, August 31, 1993, and August 31, 1992. . . . . . . . . . Annual Report page 20*
Consolidated Statements of Cash Flows for the years ended August 31, 1994,
August 31, 1993, and August 31, 1992 . . . . . . . . . . . . . . . . . . . . . Annual Report page 21*
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . Annual Report pages 22-28*
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . Annual Report page 16*
Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Report page 16*
---------------
<FN>
* These Consolidated Financial Statements, related Notes, Report of
Independent Public Accountants, and Report of Management, appearing
in the Registrant's Annual Report to Stockholders for the fiscal
year ended August 31, 1994, pages 16 through 28, which Report is
filed as Exhibit 13 to this Form 10-K, are incorporated herein by
reference.
</TABLE>
<TABLE>
<CAPTION>
PAGE NUMBER
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<S> <C>
(2) Financial Statement Schedules
Report of Independent Public Accountants on Schedules. . . . . . . . . . . . . . . . . . . . 19
II. Amounts Receivable from Related Parties and Underwriters,
Promoters, and Employees Other Than Related Parties. . . . . . . . . . . . . . . . 20
V. Property, Plant and Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
VI. Accumulated Depreciation and Amortization of Property, Plant
and Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
VIII. Valuation and Qualifying Accounts. . . . . . . . . . . . . . . . . . . . . . . . . 23
All other financial statements and schedules not listed have been omitted because
they are not applicable, not required or because the required information is included
in the consolidated financial statements or notes thereto.
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

</TABLE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
3. (a) *Restated Certificate of Incorporation as adopted January 8,
1987 (Exhibit 3(a) to Registrant's Report on Form 10-K dated
November 19, 1987) . . . . . . . . . . . . . . . . . . . . .

(b) Restated By-Laws as amended . . . . . . . . . . . . . . . .

4. (a) *Proof of revised Common Stock Certificate approved
August 21, 1990, effective with Certificate No. 20,001
(Exhibit 4(b) to Registrant's Report on Form 10-K dated
November 20, 1990) . . . . . . . . . . . . . . . . . . . . .

(b) *Registration Rights Agreement dated June 24, 1992 among
Registrant and certain stockholders (Exhibit 4 to
Registrant's Report on Form 8-K dated July 8, 1992). . . . .

9. (a) *Agreement of Partnership for HW Associates dated
September 19, 1983 (Exhibit 9 to Registrant's Report on
Form 10-K dated November 22, 1983) . . . . . . . . . . . . .

___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653

<PAGE>

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
(b) *Amendment No. 1 to Agreement of Partnership for HW
Associates dated December 31, 1983 (Exhibit 9(b) to
Registrant's Report on Form 10-K dated November 15, 1984). .

(c) *HW Associates Election of W Managing Agent dated
February 20, 1989 (Exhibit 9(c) to Registrant's Report on
Form 10-K dated November 20, 1989) . . . . . . . . . . . . .

10. MATERIAL CONTRACTS

(a) Employee Benefit Plans:

(i) Bonus, Profit Sharing and Other Compensation Plans:

(A) *Executive Bonus Plan (Exhibit 10(a)(i)(F) to
Registrant's Report on Form 10-K dated
November 17, 1988) . . . . . . . . . . . . . . .

(B) *Supplemental Benefits Plan as amended and
restated as of July 13, 1988
(Exhibit 10(a)(i)(H)(1) to Registrant's Report on
Form 10-K dated November 17, 1988). . . . . . . .

(C) *Management Incentive Plan (Exhibit 10(a)(i)(L)
to Registrant's Report on Form 10-K dated
November 17, 1988). . . . . . . . . . . . . . . .

(1)Amendment to Management Incentive Plan adopted
October 11, 1994 effective upon shareholder
approval. . . . . . . . . . . . . . . . . . . . .

(D) Profit Sharing Plan:

(1) *United Stationers Inc. Profit Sharing
PluSavings Plan restated as of September 1,
1986 (Exhibit 10(a)(i)(J)(2) to Registrant's
Report on Form 10-K dated November 19,
1987) . . . . . . . . . . . . . . . . . . . .

(2) *Amendment to United Stationers Inc. Profit
Sharing PluSavings Plan adopted January 11,
1989, effective September 1, 1989.
(Exhibit 10(a)(i)(F)(2)(f) to Registrant's
Report on Form 10-K dated November 20, 1989).

(E) *United Stationers Inc. 1981 Stock Incentive
Award Plan as amended and restated effective
January 8, 1987 (Exhibit 10(a)(i)(L) to
Registrant's Report on Form 10-K dated
November 19, 1987). . . . . . . . . . . . . . . .

(1) *Amendment effective November 6, 1987
(Exhibit 10(a)(i)(L)(1) to Registrant's
Report on Form 10-K dated November 19, 1987).

(2) *Amendment adopted November 11, 1988
(Exhibit 10(a)(i)(N)(2) to Registrant's
Report on Form 10-K dated November 17, 1988).

(3) *Amendment adopted September 20, 1991
(Exhibit 10(u)(i)(E)(3) to Registrant's
Report on Form 10-K dated November 25, 1991).

(4) Amendment adopted October 11 1994 effective
upon shareholder approval

(F) *United Stationers Inc. 1985 Nonqualified Stock
Option Plan (Exhibit 10(a)(i)(J) to Registrant's
Report on Form 10-K dated November 15, 1985). . .

___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653

<PAGE>

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <S>
(1) *Amendment effective November 6, 1987
(Exhibit 10(a)(i)(M)(1) to Registrant's
Report on Form 10-K dated November 19, 1987).

(2) *Resolution terminating Plan adopted
November 11, 1988 (Exhibit 10(a)(i)(O)(2) to
Registrant's Report on Form 10-K dated
November 17, 1988). . . . . . . . . . . . . .

(G) *United Stationers Inc. Directors' Stock Option
Plan (Exhibit 10(a)(i)(O) to Registrant's Report
on Form 10-K dated November 19, 1987) . . . . . .

(ii) Pension and Retirement Plans:
(A) *United Stationers Supply Co. Pension Plan as
amended effective September 1, 1981
(Exhibit 10(e)(iii) to Form S-1 (SEC File No. 2-
74573)) . . . . . . . . . . . . . . . . . . . . .

(1) *Amendment No. 1 effective September 1, 1981
(Exhibit 10(a)(ii)(B)(2) to Registrant's
Report on Form 10-K dated November 15, 1985).

(2) *Amendment No. 2 generally effective
September 1, 1984 (Exhibit 10(a)(ii)(B)(3) to
Registrant's Report on Form 10-K dated
November 15, 1985). . . . . . . . . . . . . .

(3) *Amendment No. 3 generally effective
September 1, 1985, containing certain
retroactive provisions
(Exhibit 10(a)(ii)(B)(4) to Registrant's
Report on Form 10-K dated November 15, 1985).

(4) *Further amendments effective as of
August 31, 1986 (Exhibit 10(a)(ii)(B)(5) to
Registrant's Report on Form 10-K dated
November 18, 1986). . . . . . . . . . . . . .

(5) *Further amendments effective as of
September 1, 1986 (Exhibit 10(a)(ii)(B)(6) to
Registrant's Report on Form 10-K dated
November 19, 1987). . . . . . . . . . . . . .

(6) *Further amendment adopted and effective
May 15, 1989 (Exhibit 10(a)(ii)(B)(7) to
Registrant's Report on Form 10-K dated
November 20, 1989). . . . . . . . . . . . . .

(b) *Amended and Restated Employment and Consulting Agreement
dated April 15, 1993 between Registrant, United Stationers
Supply Co. ("Supply Co.") and Joel D. Spungin (Exhibit 10(b)
to Registrant's Report on Form 10-K dated November 22,
1993). . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) *Form of Employment and Consulting Agreement between
Registrant, Supply Co. and certain executive officers
(Exhibit 10(j) to Registrant's Report on Form 10-K dated
November 19, 1987) . . . . . . . . . . . . . . . . . . . . .

(d) *Employment and Consulting Agreement dated September 1, 1989
between Registrant, Supply Co. and Melvin L. Hecktman
(Exhibit 10(k) to Registrant's Report on Form 10-K dated
November 20, 1989) . . . . . . . . . . . . . . . . . . . . .

(e) *Employment and Consulting Agreement dated March 1, 1990
between Registrant, Supply Co. and Jeffrey K. Hewson
(Exhibit 10(l) to Registrant's Report on Form 10-K dated
November 20, 1990) . . . . . . . . . . . . . . . . . . . . .

(i) *Amendment dated April 10, 1991 of Employment and
Consulting Agreement between Registrant, Supply Co.
and

___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653

<PAGE>

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <S>

Jeffrey K. Hewson (Exhibit 10(1)(i) to Registrant's
Report on Form 10-K dated November 25, 1991)

(ii) Amendment dated September 1, 1994 of Hewson Employment
and Consulting Agreement . . . . . . . . . . . . . . .

(f) Deferred Compensation Plan effective September 1, 1994 . . .

(g) DOCUMENTS RELATING TO REGIONAL DISTRIBUTION CENTERS:

(i) The City Of Industry (Los Angeles Area), California:
(A) *Deed of Trust by Supply Co. to First Interstate
Mortgage Company dated May 30, 1985, Guaranty,
Promissory Note, Assignment of Rents and
Assignment of Lessor's Interest in Lease
(Exhibit 10(g)(i)(C) to Registrant's Report on
Form 10-K dated November 15, 1985). . . . . . . .

(ii) Livonia (Detroit Area), Michigan:
(A) *Mortgage and Security Agreement dated
February 22, 1979 by HW Partnership to Equitable
Life Insurance Company of Iowa
(Exhibit 10(b)(ii)(B) to Form S-1 (SEC File
No. 2-74573)) . . . . . . . . . . . . . . . . . .

(B) *Assumption Agreement (regarding first mortgage)
dated August 24, 1980 between Supply Co. and
Equitable Life Insurance Company of Iowa
(Exhibit 10(b)(ii)(C) to Form S-1 (SEC File
No. 2-74573)) . . . . . . . . . . . . . . . . . .

(iii) Pennsauken (Philadelphia Area), New Jersey:
(A) *Mortgage dated November 14, 1973 by
8950 Pennsauken Highway, Inc. to Rouse Investing
Company (Exhibit 10(b)(iii)(B) to Form S-1 (SEC
File No. 2-74573))

(B) *Assignment of Mortgage dated November 16, 1973
by Rouse Investing Company to the Life Insurance
Company of Virginia (Exhibit 10(b)(iii)(C) to
Form S-1 (SEC File No. 2-74573)) . . . . . . . .

(C) *Modification Agreement (regarding first
mortgage) dated October 24, 1980 between Supply
Co. and The Life Insurance Company of Virginia
(Exhibit 10(b)(iii)(D) to Form S-1 (SEC File
No. 2-74573)) . . . . . . . . . . . . . . . . . .

(iv) Dallas, Texas:
(A) *Texas Deed of Trust dated July 3, 1979 by Supply
Co. to William E. Leary, as Trustee
(Exhibit 10(b)(v)(B) to Form S-1 (SEC File No. 2-
74573)) . . . . . . . . . . . . . . . . . . . . .

(B) *Note dated August 21, 1979 made by Supply Co. to
John Hancock Mutual Life Insurance Company
(Exhibit 10(b)(v)(C) to Form S-1 (SEC File No. 2-
74573)) . . . . . . . . . . . . . . . . . . . . .

(v) Woburn (Boston Area), Massachusetts:
(A) *Security Agreement dated August 15, 1985 between
Supply Co. and Connecticut General Life Insurance
Company ("Connecticut") (Exhibit 10(g)(vi)(D)(2)
to Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . . . .

(B) *Promissory Note dated January 10, 1980 between
three individuals d/b/a Mystic Builders Supply
Company ("Mystic") and New England
Merchants National Bank

___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653

<PAGE>

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <S>

("Merchants") (Exhibit 10(g)(vi)(D)(2)(v) to
Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . . . .

(C) *Mortgage dated January 10, 1980 between Mystic
and Merchants (Exhibit 10(g)(vi)(D)(2)(w) to
Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . . . .

(D) *Security Agreement dated January 10, 1980
between Mystic and Merchants (Exhibit
10(g)(vi)(D)(2)(x) to Registrant's Report on Form
10-K dated November 15, 1985) . . . . . . . . . .

(E) *Collateral Assignment of Lease and Rents dated
June 23, 1980 by Mystic in favor of Connecticut
(Exhibit 10(g)(vi)(D)(2)(y) to Registrant's
Report on Form 10-K dated November 15, 1985) . .

(F) *Assignment of Mortgage, Security Agreement and
Financing Statement dated June 26, 1980 by
Merchants in favor of Connecticut
(Exhibit 10(g)(vi)(D)(2)(z) to Registrant's
Report on Form 10-K dated November 15, 1985) . .

(vi) Norcross (Atlanta Area), Georgia:
(A) DOCUMENTS CONCERNING $7,500,000 DEVELOPMENT
AUTHORITY OF GWINNETT COUNTY INDUSTRIAL
DEVELOPMENT REVENUE REFUNDING BONDS (UNITED
STATIONERS SUPPLY CO. PROJECTS), SERIES
1990A:

(1) *Loan Agreement dated as of October 1,
1990 between Development Authority of
Gwinnett County ("Authority") and Supply
Co. (Exhibit 10(n)(vii)(A)(1) to
Registrant's Report on Form 10-K dated
November 25, 1991) . . . . . . . . . . .

(2) *Trust Indenture dated as of October 1,
1990 between Authority and Pittsburgh
National Bank as Trustee (Exhibit
10(n)(vii)(A)(2) to Registrant's Form
10-K dated November 25, 1991) . . . . .

(3) *Letter of Credit dated December 14,
1990 from Pittsburgh National Bank to
Pittsburgh National Bank to Pittsburgh
National Bank as Paying Agent (Exhibit
10(n)(vii)(A)(5) to Registrant's Form
10-K dated November 25, 1991) . . . . .

(4) *Reimbursement, Credit and Security
Agreement dated as of October 1, 1990
between Supply Co. and Pittsburgh
National Bank (Exhibit 10(n)(vii)(A)(6)
to Registrant's Report on Form 10-K
dated November 25, 1991) . . . . . . . .

(vii) Harmans (Baltimore Area), Maryland:
(A) DOCUMENTS CONCERNING $8,000,000 ANNE ARUNDEL
COUNTY, MARYLAND INDUSTRIAL DEVELOPMENT REVENUE
BONDS (UNITED STATIONERS SUPPLY CO. PROJECT),
SERIES 1984:

(1) *Option and Purchase Agreement dated as of
December 1, 1984 between Registrant and
Pittsburgh

___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653

<PAGE>

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <S>

National Bank ("PNB") (Exhibit 28(A)(1) to
Registrant's Report on Form 8-K dated
December 27, 1984) . . . . . . . . . . . . .

(a) *Amendment to Option and Purchase
Agreement dated July 29, 1991 between
Registrant and PNB (Exhibit
10(n)(viii)(A)(1) to Registrant's Report
on Form 10-K dated November 25, 1991) .

(b) *Amendment to Option and Purchase
Agreement dated June 30, 1993 (Exhibit
10(f)(viii)(A)(1)(b) to Registrant's
Report on Form 10-K dated November 22,
1993). . . . . . . . . . . . . . . . . .

(2) *Guarantee and Indemnification Agreement
dated as of December 1, 1984 between
Registrant and Marine Bank, as Trustee
("Trustee"), under Indenture of Trust dated
as of December 1, 1984 between Anne Arundel
County, Maryland ("County") and Trustee, and
in favor of County (Exhibit 28(A)(2) to
Registrant's Report on Form 8-K dated
December 27, 1984). . . . . . . . . . . . . .

(3) *Supplemental Guarantee and Indemnification
Agreement dated as of December 1, 1984
between Registrant and PNB (Exhibit 28(A)(3)
to Registrant's Report on Form 8-K dated
December 27, 1984). . . . . . . . . . . . . .

(4) *Loan and Security Agreement dated as of
December 1, 1984 between County and Supply
Co. (Exhibit 28(A)(4) to Registrant's Report
on Form 8-K dated December 27, 1984). . . . .

(5) *Bond Purchase Agreement dated as of
December 1, 1984 between Supply Co., County
and PNB (Exhibit 28(A)(4) to Registrant's
Report on Form 8-K dated December 27, 1984) .

(viii) Edison (New York City Area), New Jersey:
(A) DOCUMENTS CONCERNING $8,000,000 NEW JERSEY
ECONOMIC DEVELOPMENT REVENUE BONDS (UNITED
STATIONERS SUPPLY CO PROJECT), SERIES 1985:
(1) *Loan and Security Agreement dated as of
September 4, 1985 by and between New Jersey
Economic Development Authority ("Authority")
and Supply Co. (Exhibit 10(g)(ix)(A) to
Registrant's Report on Form 10-K dated
November 15, 1985). . . . . . . . . . . . . .

(2) *Guarantee and Indemnification Agreement
dated as of September 4, 1985 between
Registrant and Trustee (Exhibit 10(g)(ix)(C)
to Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . .

(3) *Supplemental Guarantee and Indemnification
Agreement dated as of September 4, 1985
between Registrant and Irving Trust Company
("ITC") (Exhibit 10(g)(ix)(D) to Registrant's
Report on Form 10-K dated November 15,
1985) . . . . . . . . . . . . . . . . . . . .

___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653

<PAGE>

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <S>

(4) *Mortgage and Security Agreement dated as of
September 4, 1985 from Supply Co. to
Authority (Exhibit 10(g)(ix)(E) to
Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . .

(5) *Option and Purchase Agreement dated as of
September 4, 1985 between Registrant and ITC
(Exhibit 10(g)(ix)(F) to Registrant's Report
on Form 10-K dated November 15, 1985) . . . .

(a) *Amendment No. 3 to Option and Purchase
Agreement dated as of July 31, 1992
between Registrant and The Bank of New
York (formerly Irving Trust Company)
(Exhibit 10(n)(ix)(A)(6)(b) to
Registrant's Report on Form 10-K dated
November 18, 1992) . . . . . . . . . . .

(b) Amendment No. 6 to Option and Purchase
Agreement dated as of May 31, 1994 . . .

(ix) Twinsburg (Cleveland Area), Ohio:
(A) DOCUMENTS CONCERNING $6,800,000 CITY OF
TWINSBURG, OHIO INDUSTRIAL DEVELOPMENT BONDS,
SERIES 1986 (UNITED STATIONERS SUPPLY CO.
PROJECT):

(1) *Loan Agreement dated as of December 1, 1986
between City of Twinsburg, Ohio and Supply
Co. (Exhibit 10(g)(xi)(D)(1) to Registrant's
Report on Form 10-K dated November 19, 1987).

(a) *First Supplemental Indenture of Trust
dated February 24, 1987 between City of
Twinsburg and Irving Trust Company, as
Trustee (Exhibit 10(g)(xi)(D)(2)(a) to
Registrant's Report on Form 10-K dated
November 19, 1987) . . . . . . . . . . .

(b) *Second Supplemental Indenture of Trust
dated December 19, 1990 between the City
of Twinsburg and the Bank of New York,
as Trustee (Exhibit 10(n)(xi)(2)(b) to
Registrant's Report on Form 10-K dated
November 25, 1991) . . . . . . . . . . .

(2) *Guaranty Agreement dated December 1, 1986
between Registrant and Irving Trust Company,
as Trustee (Exhibit 10(g)(xi)(D)(3) to
Registrant's Report on Form 10-K dated
November 19, 1987) . . . . . . . . . . . . .

(x) Sacramento, California:
(A) *Lease dated January 12, 1993 between Supply Co.
as lessee and Stationers Antelope Joint Venture
as lessor and Rider One . . . . . . . . . . . . .

(xi) Ft. Lauderdale, Florida:
(A) *Lease dated February 1, 1993 between CMD Florida
Four Limited Partnership as lessor and Supply Co.
as lessee, and First Amendment dated July 14,
1993. . . . . . . . . . . . . . . . . . . . . . .

(h) DOCUMENTS CONCERNING $7,500,000 CITY OF DES PLAINES,
ILLINOIS ECONOMIC DEVELOPMENT REVENUE BONDS (UNITED
STATIONERS SUPPLY CO. PROJECTS), SERIES 1983:

___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653

<PAGE>

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <S>

(i) *Purchase Agreement dated as of
December 1, 1983 between Registrant and
RepublicBank Dallas, National
Association ("Republic")
(Exhibit 28(A)(1) to Registrant's Report
on Form 8-K dated December 28, 1983) . .

(ii) *Guarantee and Indemnification Agreement
dated December 1, 1983 between
Registrant and Republic, as Trustee,
under Indenture of Trust dated as of
December 1, 1983, between City of Des
Plaines ("City") and Republic, as
Trustee, ("Republic Trustee")
(Exhibit 28(A)(2) to Registrant's Report
on Form 8-K dated December 28, 1983) . .

(iii) *Supplemental Guarantee and
Indemnification Agreement dated as of
December 1, 1983 between Registrant and
Republic (Exhibit 28(A)(3) to
Registrant's Report on Form 8-K dated
December 28, 1983) . . . . . . . . . . .

(iv) *Mortgage and Loan Agreement dated as of
December 1, 1983 between City and Supply
Co. (Exhibit 28(A)(4) to Registrant's
Report on Form 8-K dated December 28,
1983) . . . . . . . . . . . . . . . . .

(v) *Option and Purchase Agreement between
Registrant and Pittsburgh National Bank
dated as of December 30, 1985.
(Exhibit 10(h)(vii) to Registrant's
Report on Form 10-K dated November 18,
1986) . . . . . . . . . . . . . . . . .

(a) *Amendment to Option and Purchase
Agreement dated July 29, 1991
between Registrant and Pittsburgh
National Bank (Exhibit 10(o)(vii)(a)
to Registrant's Report on Form 10-K
dated November 25, 1991) . . . . . .

(b) *Amendment to Option and Purchase
Agreement dated June 30, 1993
(Exhibit 10(g)(vii)(b) to
Registrant's Report on Form 10-K
dated November 22, 1993) . . . . . .

(vi) *Supplemental Guarantee and
Indemnification Agreement between
Registrant, Supply Co. and Pittsburgh
National Bank dated as of December 30,
1985. (Exhibit 10(h)(viii) to
Registrant's Report on Form 10-K dated
November 18, 1986) . . . . . . . . . . .

(vii) *Modification of Purchase Agreement
between Registrant, RepublicBank Dallas,
N.A. and Pittsburgh National Bank dated
as of December 30, 1985.
(Exhibit 10(h)(ix) to Registrant's
Report dated November 18, 1986) . . . .

(i) Certificate of Insurance covering directors' and
officers' liability insurance effective November 1,
1993 through November 1, 1994. . . . . . . . . . . . .

(j) *Merger Agreement dated as of June 24, 1992 between
Registrant, Supply Co. and SDC Distributing Corp.
(Exhibit 10(a) to Registrant's Report on Form 8-K
dated July 8, 1992) . . . . . . . . . . . . . . . . .

(k) Plan and Agreement of Merger dated August 31, 1994
between MicroUnited Inc. and Supply Co.

(l) LOAN AGREEMENTS:
(i) *Purchase Agreement dated July 5, 1988 between
Metropolitan Life Insurance Company and
Registrant (Exhibit 10(q)(iii) to Registrant's
Report on Form 10-K dated November 17, 1988) . .

___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653

<PAGE>

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
<C> <S>

(A) *Promissory Note dated July 6, 1988 from
Registrant to Metropolitan Life Insurance
Company (Exhibit 10(q)(iii)(A) to
Registrant's Report on Form 10-K dated
November 17, 1988) . . . . . . . . . . . . .

(ii) *Reducing Revolving Credit and Term Loan
Agreement dated as of June 24, 1992 between
Supply Co. and a group of seven lenders (Exhibit
10(b) to Registrant's Report on Form 8-K dated
July 8, 1992) . . . . . . . . . . . . . . . . . .
(A) Amendment No. 1 dated as of June 30, 1993 . .

(B) Amendment No. 2 dated as of November 30,
1993. . . . . . . . . . . . . . . . . . . . .

(m) *Agreement dated April 1, 1991 between Supply Co. and
White Storage & Retrieval Systems, Inc. for design and
installation of automated carousel system at Los
Angeles regional distribution center (Exhibit 10(v) to
Registrant's Report on Form 10-K dated November 25,
1991). . . . . . . . . . . . . . . . . . . . . . . . .

(n) Agreement between Supply Co. and White Storage and
Retrieval Systems, Inc. for design and installation of
carousel system at Edison Regional Distribution
Center . . . . . . . . . . . . . . . . . . . . . . . .

11. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13. Annual Report to Stockholders for the fiscal year ended August 31, 1994 . .
18. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22. Subsidiaries of the Registrant. . . . . . . . . . . . . . . . . . . . . . .
23. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24. Consent of Arthur Andersen LLP is included herein . . . . . . . . . . . . .
25. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<FN>
- - ---------------
*Incorporated by reference -- For Exchange Act filings, see SEC File No. 0-10653

</TABLE>

15
<PAGE>

(B) No reports on Form 8-K were filed by the Registrant during the last
quarter.

For the purpose of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statement on Form S-8
No. 3332453 (filed December 6, 1989).

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

16
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

UNITED STATIONERS INC.

BY: /S/ ALLEN B. KRAVIS
-----------------------------
Allen B. Kravis
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

Dated: November 22, 1994

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

SIGNATURE CAPACITY DATE
<S> <C> <C>

/s/ JOEL D. SPUNGIN CHAIRMAN OF THE BOARD OF DIRECTORS November 22, 1994
- - ------------------------------ AND CHIEF EXECUTIVE OFFICER
Joel D. Spungin

/s/ JEFFREY K. HEWSON PRESIDENT, CHIEF OPERATING OFFICER November 22, 1994
- - ------------------------------ AND A DIRECTOR
Jeffrey K. Hewson

/s/ ALLEN B. KRAVIS SENIOR VICE PRESIDENT AND CHIEF November 22, 1994
- - ------------------------------ FINANCIAL OFFICER
Allen B. Kravis

/s/ TED S. RZESZUTO VICE PRESIDENT AND CONTROLLER November 22, 1994
- - ------------------------------
Ted S. Rzeszuto

/s/ JEROLD A. HECKTMAN DIRECTOR November 22, 1994
- - ------------------------------
Jerold A. Hecktman

/s/ MELVIN L. HECKTMAN DIRECTOR November 22, 1994
- - ------------------------------
Melvin L. Hecktman

/s/ E. DAVID COOLIDGE III DIRECTOR November 22, 1994
- - ------------------------------
E. David Coolidge III

/s/ IRA A. EICHNER DIRECTOR November 22, 1994
- - ------------------------------
Ira A. Eichner

/s/ JACK TWYMAN DIRECTOR November 22, 1994
- - ------------------------------
Jack Twyman

/s/ DAVID R. SMITH DIRECTOR November 22, 1994
- - ------------------------------
David R. Smith

/s/ DOUGLAS K. CHAPMAN DIRECTOR November 22, 1994
- - ------------------------------
Douglas K. Chapman

</TABLE>

17
<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
of our reports included in, or incorporated by reference in, this Form 10-K,
into the Company's previously filed Registration Statements on Form S-8 (File
Nos. 2-77628, 33-4729 and 33-32453) and Registration Statement on Form S-3 (File
No. 33-28251). It should be noted that we have not audited any financial
statements of the Company subsequent to August 31, 1994 or performed any audit
procedures subsequent to the date of our report.

ARTHUR ANDERSEN LLP

Chicago, Illinois,
November 22, 1994.

18
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors
of United Stationers Inc.

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in United Stationers Inc.'s
Annual Report to Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated October 6, 1994. Our audits were made for
the purpose of forming an opinion on those statements taken as a whole.
Schedules II, V, VI and VIII are the responsibility of the Company's management
and are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the consolidated financial statements.
These schedules have been subjected to the auditing procedures applied in the
audits of the consolidated financial statements and, in our opinion, fairly
state in all material respects the financial data required to be set forth
therein in relation to the consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Chicago, Illinois,
October 6, 1994.

19
<PAGE>

UNITED STATIONERS INC. AND SUBSIDIARIES
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
(IN THOUSANDS OF DOLLARS)

BALANCE AT
DEDUCTIONS END OF PERIOD
BALANCE AT -------------------------- ----------------------
YEAR ENDED NAME BEGINNING AMOUNTS AMOUNTS NOT
AUGUST 31, OF DEBTOR OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT CURRENT
- - ---------- --------- --------- --------- --------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>

United Business
1993 Computers, Inc. -- $150 -- -- -- $150(A)

United Business
1994 Computers, Inc. $150 $75 -- -- -- $225(A)

<FN>
- - -----------

The amounts represent funds borrowed under a $500,000 Revolving Credit Loan
Agreement expiring 6/30/96. Interest is payable quarterly at prime through
6/30/94 and at higher rates thereafter; secured by accounts, inventory, and
contract rights and general intangibles.

(A) Amount included in accounts receivable.

</TABLE>

20
<PAGE>

UNITED STATIONERS INC. AND SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
(IN THOUSANDS OF DOLLARS)

BALANCE AT BALANCE
BEGINNING ADDITIONS OTHER AT END
OF YEAR AT COST RETIREMENTS CHANGES OF YEAR
------- ------- ----------- ------- -------
<S> <C> <C> <C> <C> <C>

Year ended August 31, 1994:
Land and buildings $ 90,147 $ 1,952 $ -- $ -- $ 92,099
Fixtures and equipment 143,415 8,731 (A1) (1,607) 91 150,630
Leasehold improvements 46 36 (44) (2) 36
Assets under capital leases 1,210 -- (47) -- 1,163
-------- ------- -------- ----- --------
$234,818 $10,719 $ (1,698) $ 89 $243,928
-------- ------- -------- ----- --------
-------- ------- -------- ----- --------

Year ended August 31, 1993:
Land and buildings $ 89,611 $ 451 $ -- $ 85 $ 90,147
Fixtures and equipment 126,113 29,557 (A1) (12,158) (97) 143,415
Leasehold improvements 887 -- (836) (5) 46
Assets under capital leases 1,220 -- (10) -- 1,210
-------- ------- -------- ----- --------
$217,831 $30,008 $(13,004) $ (17) $234,818
-------- ------- -------- ----- --------
-------- ------- -------- ----- --------

Year ended August 31, 1992:
Land and buildings $ 89,291 $ 330 $ (10) $ -- $ 89,611
Fixtures and equipment 106,918 19,717 (A2) (522) -- 126,113
Leasehold improvements 889 -- -- (2) 887
Assets under capital leases 1,146 74 -- -- 1,220
-------- ------- -------- ----- --------
$198,244 $20,121 $ (532) $ (2) $217,831
-------- ------- -------- ----- --------
-------- ------- -------- ----- --------

<FN>
- - ---------------

Additions in excess of 2% of total assets:

ADDITION OTHER ACCOUNTS AFFECTED
-------- -----------------------
(A1) Purchase of computer equipment at the Des
Plaines Corporate office facility . . . . . . . . . . . . . . . . Cash
(A2) Dollars in excess of 2% of total assets relate to
the acquisition of SDC Distributing Corp

</TABLE>

21
<PAGE>

UNITED STATIONERS INC. AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND AMORTIZATION
PROPERTY, PLANT AND EQUIPMENT
(IN THOUSANDS OF DOLLARS)

BALANCE AT BALANCE
BEGINNING ADDITIONS OTHER AT END
OF YEAR AT COST RETIREMENTS CHANGES OF YEAR
------- ------- ----------- ------- -------
<S> <C> <C> <C> <C> <C>

Year ended August 31, 1994:
Buildings $16,773 $ 2,195 $ -- $-- $ 18,968
Fixtures and equipment 79,291 15,733 (853) 91 94,262
Leasehold improvements 21 10 (29) -- 2
Assets under capital leases 1,097 54 (19) -- 1,132
------- ------- --------- --- -------
$97,182 $17,992 $ (901) $91 $114,364
------- ------- --------- --- -------
------- ------- --------- --- -------

Year ended August 31, 1993:
Buildings $14,637 $ 2,136 $ -- $-- $16,773
Fixtures and equipment 74,330 14,992 (10,031) -- 79,291
Leasehold improvements 515 92 (586) -- 21
Assets under capital leases 1,018 89 (10) -- 1,097
------- ------- --------- --- -------
$90,500 $17,309 $(10,627) $-- $97,182
------- ------- --------- --- -------
------- ------- --------- --- -------

Year ended August 31, 1992:
Buildings $12,540 $ 2,107 $ (10) $-- $14,637
Fixtures and equipment 61,445 13,297 (412) -- 74,330
Leasehold improvements 419 96 -- -- 515
Assets under capital leases 954 64 -- -- 1,018
------- ------- --------- --- -------
$75,358 $15,564 $ (422) $-- $90,500
------- ------- --------- --- -------
------- ------- --------- --- -------

</TABLE>

22
<PAGE>

UNITED STATIONERS INC. AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS OF DOLLARS)

BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO AT END
OF YEAR EXPENSES DEDUCTIONS OF YEAR
------- -------- ---------- -------
<S> <C> <C> <C> <C>

Reserve for Doubtful Accounts:
Year ended August 31--
1994 $3,964 $5,750 $5,704(A) $4,010
1993 $4,335 $7,316 $7,687(A) $3,964
1992 $3,544 $6,853(C) $6,062(A) $4,335
Sales Returns, Rebates, and Allowances:
Year ended August 31--
1994 $25,552 $67,970 $62,229(B) $31,293
1993 $23,794 $52,593 $50,835(B) $25,552
1992 $18,501 $39,877(D) $34,584(B) $23,794

<FN>
- - ---------------

(A) Accounts determined to be uncollectible and charged against reserves, net
of collections on accounts previously written off.

(B) Credit memos issued for sales returns, rebates, and allowances.

(D) Includes an additional $4,920 from acquired company.

</TABLE>

<PAGE>

UNITED STATIONERS INC.

2200 East Golf Road
Des Plaines, Illinois 60016-1267
708/699-5000

<PAGE>

EXHIBIT 3(b)

RESTATED BY-LAWS
OF
UNITED STATIONERS INC.

Effective as of June 24, 1992

TABLE OF CONTENTS

Page
----

ARTICLE I. OFFICES 3
Section 1. Registered Office 3
Section 2. Other Offices 3
ARTICLE II. MEETINGS OF STOCKHOLDERS 3
Section 1. Place of Meetings 3
Section 2. Annual Meetings 3
Section 3. Notice of Annual Meeting 3
Section 4. Business at Annual Meetings 3
Section 5. List of Stockholders 3
Section 6. Special Meetings of Stockholders 4
Section 7. Procedure and Stockholders' Meeting 4
Section 8. Quorum 4
Section 9. Majority Vote 4
Section 10. Proxies and Voting of Shares 4
Section 11. Informal Action by Stockholders 4
ARTICLE III. DIRECTORS 4
Section 1. Number, Tenure and Qualifications 4
Section 2. Nominations 4
Section 3. Resignations 4
Section 4. Filling of Vacancies 5
Section 5. General Powers 5
Section 6. Place of Meetings 5
Section 7. First Meeting of New Board 5
Section 8. Regular Meetings 5
Section 9. Special Meetings 5
Section 10. Quorum 5
Section 11. Informal Action 5
Section 12. Telephone Meetings 5
Section 13. Designation of Committees 6
Section 14. Absence of a Committee Member 6
Section 15. Powers of Committees 6
Section 16. Record of Proceedings 6
Section 17. Compensation of Directors 6
<PAGE>

ARTICLE IV. NOTICES TO STOCKHOLDERS AND DIRECTORS 6
Section 1. Notice 6
Section 2. Waiver of Notice 7
ARTICLE V. OFFICERS 7
Section 1. Number and Title 7
Section 2. Election and Qualification 7
Section 3. Appointment of Additional Officers 7
Section 4. Compensation 7
Section 5. Term of Office, Removal and Vacancies 7
Section 6. Resignations 7
Section 7. The Chairman of the Board of Directors 7
Section 7A. The Vice Chairman of the Board of
Directors as amended March 18, 1987 8
Section 8. The President 8
Section 9. The Vice Presidents 8
Section 10. The Secretary 8
Section 11. Assistant Secretaries 8
Section 12. The Treasurer 9
Section 13. Bond 9
Section 14. Assistant Treasurers 9
ARTICLE VI. STOCK AND STOCKHOLDERS 9
Section 1. Certificate of Stock 9
Section 2. Classes and Series 9
Section 3. Signatures 9
Section 4. Lost Certificates 10
Section 5. Transfers of Stock 10
Section 6. Fixing Record Date 10
Section 7. Registered Stockholders 10
ARTICLE VII. INDEMNIFICATION 10
ARTICLE VIII. GENERAL PROVISIONS 11
Section 1. Dividends 11
Section 2. Reserves 11
Section 3 Annual Statement 11
Section 4. Checks 11
Section 5. Fiscal Year 11
Section 6. Seal 11
ARTICLE IX. AMENDMENTS 11
<PAGE>

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office shall being the City
of Wilmington, County of New Castle, State of Delaware.

SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation may
require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of directors shall be held in the Chicago metropolitan area, State of
Illinois, at such place as may be fixed from time to time by the board of
directors; at least ten (10) days' notice shall be given to the stockholders of
the place so fixed or, in the event of the failure of the board of directors to
fix such place, at the principal executive office of the corporation. Meetings
of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as may be filed from time to time by the board
of directors or as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

SECTION 2. ANNUAL MEETING. The annual meetings of stockholders shall be
held on the second Wednesday in January if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 2:00 P.M., or at such other
date and time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting or in a duly executed waiver of notice
thereof, at which the stockholders shall elect by a plurality vote persons to
the board of directors, and transact such other business as may properly be
brought before the meeting. The meeting may be adjourned from time to time and
place to place until its business is completed. If the election of directors
shall not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the stockholders as soon thereafter as may be
convenient.
<PAGE>

SECTION 3. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.

SECTION 4. BUSINESS AT ANNUAL MEETINGS. The business to be conducted at
annual meetings of the corporation shall be as provided in the certificate of
incorporation.

SECTION 5. LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arrange in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
Chicago metropolitan area, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place where the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

SECTION 6. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of the
stockholders of the corporation shall be held as provided in the certificate of
incorporation.

SECTION 7. PROCEDURE AT STOCKHOLDERS' MEETINGS. The order of business and
all other matters of procedure at every meeting of the stockholders may be
determined by the presiding officer. The board of directors may appoint two or
more inspectors of election to serve at every meeting of the stockholders at
which directors are to be elected. In the absence of such appointment by the
board of directors, the presiding officer may appoint one or more inspectors of
election to serve at any such meeting.

SECTION 8. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
<PAGE>

meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

SECTION 9. MAJORITY VOTE. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which by express provision of statute
or of the certificate of incorporation, a different vote is required, in which
case such express provision shall govern and control the decision of such
question.

SECTION 10. PROXIES AND VOTING OF SHARES. At any meeting of the
stockholders, every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder and bearing a date not more than three (3) years prior to said
meeting, unless said instrument provides for a longer period. Each stockholder
shall have one vote for each share of stock having voting power, registered in
his name on the books of the corporation. Unless the transfer books of the
corporation shall have been closed or a date shall have been fixed as a record
date for the termination of its stockholders entitled to vote, no share of stock
shall be voted on at any election for directors which shall have been
transferred on the books of the corporation within twenty (20) days next
preceding such election of directors.

SECTION 11. INFORMAL ACTION BY STOCKHOLDERS. Informal actions by the
stockholders of the corporation may be taken as provided in the certificate of
incorporation.

ARTICLE II

DIRECTORS

SECTION 1. NUMBER, TENURE AND QUALIFICATIONS. The tenure and
qualifications of directors on the board of directors of the corporation shall
be as provided in the certificate of incorporation. The number of directors
which shall constitute the whole Board shall be nine, but such number may be
increased or decreased from time to time by amendment of these by-laws.

SECTION 2. NOMINATIONS. Nominations for election to the board of
directors shall be as provided in the certificate of incorporation.

SECTION 3. RESIGNATIONS. Any director may resign at any time by giving
written notice to the board of directors,
<PAGE>

the chairman of the board of directors, the president or the secretary of the
corporation. Such resignation shall take effect at the time specified therein;
and, unless tendered to take effect upon acceptance thereof, the acceptance of
such resignation shall not be necessary to make it effective.

SECTION 4. FILLING OF VACANCIES. Filling of vacancies on the board of
directors of the corporation shall be accomplished as provided in the
certificate of incorporation.

SECTION 5. GENERAL POWERS. The Business and affairs of the corporation
shall be managed by or under the direction of the board of directors which may
exercise all such powers of the corporation and do all such lawful acts as are
not by statute or by the certificate of incorporation or by these by-laws
directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 6. PLACE OF MEETINGS. The board of directors of the corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.

SECTION 7. FIRST MEETING OF NEW BOARD. The first meeting of the board of
directors after each election of new directors thereto shall be held at such
time and place as shall be specified in a notice given as provided in these by-
laws for special meetings of the board of directors, or as shall be specified in
a written waiver of notice signed by all of the directors.

SECTION 8. REGULAR MEETINGS. Regular meetings of the board of directors
may be held without notice at such time and at such place as shall from time to
time be determined by the board.

SECTION 9. SPECIAL MEETINGS. Special meetings of the board may be called
by the chairman of the board of directors upon such notice as he deems
appropriate. Ins the absence of the chairman or a vacancy in the office of
chairman or if the chairman is unable or refuses to act, the president (or any
other officer of the corporation upon the request in writing of two (2) or more
directors) may call a special meeting of the board of directors, notice of which
shall be given to each director at his usual place of business, or at such other
address as shall have been furnished by him for the purpose. Such notice shall
be given at least forty-eight (48) hours before the meeting by telephone or by
being personally delivered, mailed or telegraphed. Such notice need not include
a statement of
<PAGE>

the business to be transacted at, or the purpose of, any such meeting.

SECTION 10. QUORUM. At all meetings of the board, a majority of the total
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. The term "total number of directors" as used in these by-laws
means the total number of directors which the corporation would have if there
were no vacancies.

SECTION 11. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted by
the certificate of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting if all members of the board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

SECTION 12. TELEPHONE MEETINGS. Unless otherwise restricted by the
certificate of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

SECTION 13. DESIGNATION OF COMMITTEES. The board of directors may, by
resolution passed by a majority of the whole board of directors, designate one
or more committees, each committee to consist of two or more of the directors of
the corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.

SECTION 14. ABSENCE OF A COMMITTEE MEMBER. In the absence or
disqualification of any member of a committee or committees or in the event that
any such member is unable or refuses to act, the member or members thereof
present at any meeting and not disqualified from voting, whether or not
<PAGE>

such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
member.

SECTION 15. POWERS OF COMMITTEES. Any such committee, to the extent
provided in the resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders, the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the by-laws of the corporation; and, unless the resolution, the
certification of incorporation or any provision of these by-laws expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock or to adopt a certificate of
ownership and merger. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors.

SECTION 16. RECORD OF PROCEEDINGS. Each committee shall keep regular
minutes of its proceedings and report the same to the board of directors when
required.

COMPENSATION OF DIRECTORS

SECTION 17. IN GENERAL. The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

ARTICLE IV

NOTICES TO STOCKHOLDERS AND DIRECTORS

SECTION 1. NOTICE. Whenever, under the provisions of the statutes or of
the certificate of incorporation or of these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by
<PAGE>

mail or telegraph, addressed to such director or stockholder, at such address as
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail or telegraphed, as the case may be. Notice
to directors may also be given as provided in Section 9 of Article III.

SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of incorporation or
of these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

ARTICLE V

OFFICERS

SECTION 1. NUMBER AND TITLE. The officers of the corporation shall be
chosen by the board of directors and shall be a chairman of the board, a
president, a vice president, a secretary and a treasurer. The board of
directors may also choose a vice chairman of the board, additional vice
presidents and one or more assistant secretaries and assistant treasurers.

SECTION 2. ELECTION AND QUALIFICATION. The board of directors at its
first meeting after each annual meeting of stockholders shall choose a chairman
of the board, a president, one or more vice presidents, a secretary and a
treasurer. No officer need be a member of the board. If the election of
officers is not held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new offices created
and filled at any meeting of the board of directors.

SECTION 3. APPOINTMENT OF ADDITIONAL OFFICERS. The board of directors may
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board.

SECTION 4. COMPENSATION. The salaries and other compensation of all
officers and agents of the corporation shall be fixed by the board of directors.

SECTION 5. TERM OF OFFICE, REMOVAL AND VACANCIES. The officers of the
corporation shall hold office until their successors are chosen and qualify or
until their deaths, resignations or removal. Any officer elected or appointed
<PAGE>

by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of
the corporation may be filled by the board of directors.

SECTION 6. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the board of directors, the chairman of the board of
directors, the president or the secretary of the corporation. Such resignation
shall take effect at the time specified in the written notice; and, unless the
resignation is tendered only to take effect upon acceptance thereof, the
acceptance of such resignation shall not be necessary to make the resignation
effective.

SECTION 7. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the
board of directors may be the chief executive officer of the corporation and, if
so designated by the board of directors, shall have the general direction of the
affairs of the corporation, except as otherwise prescribed by the board of
directors; shall preside at all meetings of the stockholders, of the board of
directors and of the executive committee, if any, and shall designate the acting
secretary for such meetings to take the minutes thereof for delivery to the
secretary; may execute contracts in the name of the corporation and appoint and
discharge agents and employees of the corporation; and shall be ex-officio a
member of all committees.

SECTION 7A. THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS. The vice
chairman of the board may be the chief executive officer of the corporation and,
if so designated by the board of directors, shall have the general direction of
the affairs of the corporation, except as otherwise prescribed by the board of
directors, shall, in the event that the chairman of the board is absent or has
allowed the office of chairman of the board to be vacated, or is unable or
refuses to act, perform the duties of the chairman of the board. The vice
chairman of the board may execute contracts in the name of the corporation and
appoint and discharge agents and employees of the corporation and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe. The vice chairman of the board shall be ex-officio a
member of all committees.

SECTION 8. THE PRESIDENT. The president shall be the chief operating
officer of the corporation, and as such shall direct the operations of the
corporation. The president shall assume such other duties as the board of
directors may assign from time to time. In the event that the chairman of the
board and the vice chairman of the board each are one of the following: absent,
or has allowed the office of chairman or vice chairman to be vacated, or is
<PAGE>

unable or refuses to act; the president shall perform all duties and functions
of the chairman of the board. The president may sign, with the secretary,
assistant secretary, treasurer or assistant treasurer, certificates for shares
of the corporation, and may sign any policies, deeds, mortgages, bonds,
contracts, or other instruments which the board of directors have authorized to
be executed except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these by-laws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; appoint and discharge agents and employees of the
corporation, and in general, shall perform all duties incident to the office of
president. The president shall be ex-officio a member of all committees.

SECTION 9. THE VICE PRESIDENTS. The vice presidents in the order of their
seniority, unless otherwise determined by the board of directors, shall in the
event that the president is absent, or has allowed the office of president to be
vacated, or is unable or refuses to act, perform the duties of the president.
The vice presidents shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.

SECTION 10. THE SECRETARY. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required; shall give, or cause to be given, notice of
all meetings of the stockholders by the board of directors, the chairman of the
board or president, under whose supervision the secretary shall be; and shall
keep in safe custody the corporate seal of the corporation and when authorized
by the board of directors, shall affix the same to any instrument requiring it
and when so affixed, it shall be attested by the signature of the secretary or
by the signature of an assistant secretary.

SECTION 11. ASSISTANT SECRETARIES. The assistant secretaries in the order
of their seniority shall, in the event that the secretary is absent, or has
allowed the office of secretary to be vacated, or is unable or unwilling to act,
perform the duties and exercise the powers of the secretary. They shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

SECTION 12. THE TREASURER. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and
<PAGE>

shall deposit all money and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the board of
directors. The treasurer shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all such person's transactions as treasurer and of the financial condition of
the corporation.

SECTION 13. BOND. If required by the board of directors, the treasurer
shall give the corporation a bond (which shall be renewed as required from time
to time) in such sum and with such surety or sureties as shall be satisfactory
to the board of directors for the faithful performance of the duties of the
office and for the restoration to the corporation, in case of the death,
resignation, retirement or removal from office of the treasurer, of all books,
papers, vouchers, money and other property of whatever kind in the possession or
under the control of the treasurer belonging to the corporation.

SECTION 14. ASSISTANT TREASURERS. The assistant treasurers, in the order
of their seniority, unless otherwise determined by the board of directors, shall
in the event the treasurer is absent, or has allowed the office of treasurer to
be vacated, or is unable or refuses to act, perform the duties and exercise the
powers of the treasurer. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

ARTICLE VI

STOCK AND STOCKHOLDERS

SECTION 1. CERTIFICATE OF STOCK. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of, the
corporation by the chairman of the board, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, registered in such stockholder's name, certifying
the number of shares owned by such holder in the corporation.

SECTION 2. CLASSES AND SERIES. If the corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
powers, assignations, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set
<PAGE>

forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that, in lieu of the foregoing requirements, there may be set forth on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, a statement that the corporation will furnish, without
charge, to each stockholder who so requests, the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

SECTION 3. SIGNATURES. Where a certificate is countersigned (i) by a
transfer agent other than the corporation or its employee, or (ii) by a
registrar other than the corporation or its employee, any of or all the
signatures on the certificate of the officers of the corporation may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be an officer, transfer agent or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.

SECTION 4. LOST CERTIFICATES. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

SECTION 5. TRANSFERS OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

SECTION 6. FIXING RECORD DATE. The board of directors may close the stock
transfer books of the corporation for a period not exceeding sixty (60) days
preceding the date of
<PAGE>

any meeting of stockholders or the date for payment of any dividend or other
distribution or the date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into effect or for a period
of not exceeding sixty (60) days in connection with the obtaining the consent of
stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the board of directors may fix in advance a date, not exceeding sixty
(60) days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or other distribution or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or other distribution or to any such
allotment or rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting and any adjournment thereof , or to receive payment of such
dividend, or other distribution, or to receive such allotment or rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

SECTION 7. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

ARTICLE VII

INDEMNIFICATION

The officers, directors, employees and agents of the corporation shall be
indemnified as provided in the certificate of incorporation.
<PAGE>

ARTICLE VIII

SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

SECTION 3. ANNUAL STATEMENT. The board of directors shall present at each
annual meeting and when called for by vote of the stockholders at any special
meeting of the stockholders, a full and clear statement of the business and
condition of the
corporation.

SECTION 4. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

SECTION 5. FISCAL YEAR. The fiscal year of the corporation shall end on
August 31 in each year, commencing with the first taxable year beginning after
the corporation's 1986 fiscal year.

SECTION 6. SEAL. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

ARTICLE IX

Subject to the provisions of the certificate of incorporation, these by-
laws may be altered, amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares represented and entitled to vote at such meeting;
provided that in the notice of such
<PAGE>

special meeting notice of such purpose shall be given. Subject to the laws of
the State of Delaware, the certificate of incorporation and these by-laws, the
board of directors may by majority vote of those present at any meeting at which
a quorum is present alter, amend or repeal these by-laws, or enact such other
by-laws as in their judgment may be advisable for the regulation of the conduct
of the affairs of the corporation.

<PAGE>

EXHIBIT 10(a)(i)(C)(1)

AMENDMENT TO
UNITED STATIONERS INC.
MANAGEMENT INCENTIVE PLAN

Dated: October 11, 1994

1. Section 5 of the United Stationers Inc. Management Incentive Plan (as
amended and restated as of September 1, 1988) is hereby amended by adding
thereto, as paragraphs 5.2 through 5.5 thereof, the following:

"5.2 ALTERNATIVE FORM OF PAYMENT. Alternatively, Participants may elect
to receive up to one-half of their Final Awards in common stock of the
Company. Any Participant who so elects may receive shares of common stock
of the Company having a value, as of the end of the Plan Year, equal to
120% of the cash value of the selected portion of the Award.

"5.3 TIME FOR ELECTION. Participants must make their election, if any, to
receive common stock prior to the end of the Plan Year, except that
Executive Officers of the Company must make their election, if any, on or
before February 28 in each Plan Year. No such election will be valid for
the Plan Year in which the Participant's employment terminates.

"5.4 LIMITATIONS ON TRANSFER OF SHARES. Shares acquired by Participants
pursuant to this Plan may not be sold, assigned, transferred, pledged or
otherwise encumbered prior to the earliest to occur of a Change in Control
of the Company or two years after the date of issuance of such shares.
Certificates representing such shares to be issued under this Plan shall
bear an appropriate restrictive legend reflecting this limitation on
transfer.

"5.5 NUMBER OF AUTHORIZED SHARES. The total number of shares of common
stock which may be issued pursuant to this Plan shall be 300,000."

2. This Amendment is subject to approval by the stockholders of the
Company at the next annual meeting of stockholders, and shall become effective
upon such approval.

<PAGE>

EXHIBIT 10(a)(i)(e)(4)

AMENDMENT TO
UNITED STATIONERS INC.
1981 STOCK INCENTIVE AWARD PLAN

Amendment Adopted October 11, 1994

1. The United Stationers Inc. 1981 Stock Incentive Award Plan (the "Plan") is
amended as follows:

a. Section 4 of the Plan is amended by deleting the number "1,620,000" in
the first sentence and substituting therefor "1,782,000"

b. Section 5(g) of the Plan is amended by adding at the end thereof,
after the word "grant", the following: "including, without limitation,
by delivery of a note of the individual exercising the option."

2. This Amendment shall be subject to approval by the stockholders of the
Company.

<PAGE>

EXHIBIT 10(e)(ii)

AMENDMENT TO

EMPLOYMENT AND CONSULTING AGREEMENT

This Agreement is made as of this 1st day of September, 1994, between UNITED
STATIONERS INC., UNITED STATIONERS SUPPLY CO. (collectively the "Company"), and
JEFFREY K. HEWSON ("Employee").

The Company and Employee have entered into an Employment and Consulting
Agreement dated March 1, 1990, and an Amendment dated April 10, 1991
(collectively, the "Agreement").

The parties desire to amend the Agreement.

THEREFORE, for valuable considerations which the parties acknowledge, the
parties agree as follows:

1. Paragraph 3 of the Agreement is amended by adding, as subparagraph (d)
thereof, the following:

"(d) Upon termination of the Term of Employment for any reason other
than by the Company for cause, the Company will provide, in addition to the
Normal Retirement Pension under the Company's Pension Plan, a supplemental
monthly retirement benefit equal to one twelfth (1/12) of one and one-half
percent (1 1/2%) of Employee's "Compensation" for each year of "Credited
Service". However, this supplemental retirement benefit shall be reduced by the
amount that the total benefits received by Employee under:

(i) the Company's Pension Plan,
(ii) the Company's Supplemental Benefits Plan,
(iii) this supplemental retirement benefit,
(iv) the value of Employee's split dollar insurance,
(v) social security pension benefits, and
(vi) prior employer pension benefits,

exceed fifty percent (50%) of Employee's Compensation.

"For purpose of this paragraph, "Compensation" and "Credited Service"
shall have the same meanings, and be determined the same way as under the
Company's Pension Plan.

"Further, Employee's right, if any, to a lump sum distribution under the
Pension Plan shall be equally applicable to this supplemental retirement
benefit.

"In the event of retirement before age 69, for each year prior to
age 69 the supplemental retirement benefit provided herein shall be reduced by
an amount equal to two and one-half percent 2 1/2%) per year of the targeted
percentage calculated as if retirement had occurred on the 69th birthday of the
Employee."
<PAGE>
2. Except as so amended, the Agreement is in all other respects unchanged.

UNITED STATIONERS INC. UNITED STATIONERS SUPPLY CO.

By: ______________________ By: _________________________
Joel D. Spungin, Joel D. Spungin,
Chairman of the Board and Chairman of the Board and
Chief Executive Officer Chief Executive Officer

________________________________
Jeffrey K. Hewson, Employee

<PAGE>

UNITED STATIONERS SUPPLY CO.

DEFERRED COMPENSATION PLAN

ARTICLE I. PURPOSE

The purpose of the Plan is to assist a select group of key management in their
financial and retirement planning by providing a means for the deferral of a
portion of their current compensation. It is anticipated that this will aid in
attracting and retaining the key management required for the continued growth
and profitability of United Stationers Inc. and its subsidiaries.

ARTICLE II. PARTICIPATION

1. ELIGIBILITY. All officers of United Stationers Supply Co. are eligible to
participate in the Plan. Other key management employees occupying positions of
significant responsibility for the success of the Company may be invited to
participate by the Committee. After notification of eligibility from the
Committee, an employee may participate by complying with the provisions of
paragraph 2.

2. ELECTION TO DEFER. Each Participant may elect to defer any portion of
future compensation, either base salary (Exhibit I) or cash bonus (Exhibit II),
or both, by filling out Designation of Amount to be Treated as a Deferred Amount
Form(s) stating the amount to be deferred either as a dollar amount or as a
percentage of compensation. The election to defer any bonus payments must be
submitted to the Committee on or before August 31 preceding the fiscal year to
which the election applies. The election to defer base salary must be submitted
on or before December 31 preceding the calendar year to which the election
applies. However, for the first year in which the Plan is in effect or in which
the employee becomes eligible, the Participant must make the election within 30
days after the date the Plan is effective or the employee becomes eligible. A
new Designation Form(s) must be submitted each year. In no event will the
Company agree to defer an amount less than $5,000 annually.

3. DEFERRED ACCOUNTS.

(a) The Company shall establish an unfunded Deferred Bookkeeping Account
for each Participant. Such Account shall be credited with the amount of
compensation deferred and reduced by each payment.

1
<PAGE>

(b) The amount credited to each Participant's Account is assumed to earn
interest at the Treasury Bill rate. However, no interest will be accrued if the
deferral period is for less than one full year. The assumed interest shall be
credited to each Participant's Account as of the end of each calendar quarter or
such shorter applicable period. Interest shall compound on a quarterly basis
and if interest is credited for a shorter applicable period, on the basis of and
for such shorter applicable period. Notwithstanding the foregoing, the
Committee may at any time or from time to time change or otherwise modify the
basis or the method of calculating and crediting such interest, provided that
the change or modification does not adversely affect the balance of the
Participant's Account at the time of the change or modification.

4. COMPANY LIABILITY. The rights granted to the Participant or any beneficiary
shall be solely those of a general unsecured creditor. The Plan constitutes a
mere promise by the employer to make benefit payments in the future. The Plan,
and any action taken pursuant to it, are not to be construed as creating a
fiduciary relationship of any kind.

ARTICLE III. PAYMENT OF DEFERRED AMOUNTS

1. METHOD OF PAYMENT. All payments will be made in cash. The Participant
shall submit a Payment Election Form (Exhibit III) simultaneously with the
filing of the initial Designation of Amount to be treated as a Deferred Amount
Form, electing a lump sum payment, or not more than four installments per year,
or any other method acceptable to the Committee, and also designating the year
payments shall commence. The lump-sum payment will be made on the first regular
payday during the month and the year selected by the Participant. Other
payments will be made in not more than quarterly installments commencing the
first day of the calendar quarter selected by the Participant.

2. ACCELERATED PAYMENTS. An accelerated payment may be made to a Participant
or his or her beneficiary (as designated under paragraph 3) in the case of
Participant's retirement, death, disability retirement, voluntary or involuntary
termination of employment, a change in control of the Company, or in the event
of unforseeable emergency, as determined by the Committee.

(a) In the case of death or disability of the Participant any time prior
to receiving the full balance of his or her deferred account, the remaining
balance shall be paid to the Participant, if living, or to the Participant's
beneficiary if not, in one lump sum as soon as reasonably practicable after
determination by the Committee that disability or death has occurred. If no
beneficiary has been designated, or none survives, the payment will be to the
Participant's estate. If a beneficiary survives, but is a minor or is legally
disabled, the

2
<PAGE>

payment may be to any person deemed by the Committee to have incurred expenses
for such beneficiary unless a prior claim has been made by a duly appointed
guardian or legal representative.

(b) An unforseeable emergency for purposes of the Plan is an unanticipated
emergency caused by an event beyond the control of the Participant or the
Participant's beneficiary that would result in severe financial hardship to the
individual if early withdrawal is not permitted. In the case of a financial
emergency the Participant may apply to the Committee in writing for an
accelerated payment. Only that portion of the Deferred Account necessary to
meet the emergency, as determined by the Committee, shall be paid. The
application must supply all information necessary to make such a determination.

3. DESIGNATION OF BENEFICIARY. Each Participant shall have the continuing
right to designate a beneficiary. A Beneficiary Designation Form (Exhibit IV)
may be submitted to the Committee at any time. A change in beneficiary may be
made by submitting a revised Form to the Committee. Consent of any person
previously named is not required.

ARTICLE IV. ADMINISTRATION.

The Plan shall be administered by the members of the Compensation Committee of
the Board of Directors of United Stationers Inc. The Committee may adopt such
rules for carrying out the provisions and purposes of the Plan as it deems
advisable. The Committee's interpretations and determinations of any question
arising under the Plan or any such rule shall be conclusive if not inconsistent
with the provisions and purposes of the Plan. No member of the Committee shall
be liable for any action taken or omitted in connection with the Plan unless
attributable to his or her own willful misconduct or lack of good faith.

ARTICLE V. MISCELLANEOUS

1. TRANSFERABILITY. A Participant's rights to benefit payments under the Plan
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Participant or the Participant's beneficiary.

2. BINDING EFFECT. The Plan shall bind and inure to the benefit of the
Company, its affiliates and its successors by merger, consolidation, purchase or
otherwise and the Participant and his or her heirs and legal representatives.

3. STATUS. The Plan does not confer upon the Participant any legal right to
any specific amount of compensation, or to continue in the employ of the
Company, nor does it restrict the right of the Participant to terminate his or
her service.

3
<PAGE>

4. WITHHOLDING. The Company may deduct from any amounts being deferred or any
payment, any amount required by law to be withheld.

5. OTHER COMPENSATION. The adoption of this Plan shall in no way be construed
as limiting the power of the Board to adopt any other compensation arrangements
it deems desirable.

6. ENTIRE PLAN. The Plan and the forms mentioned herein constitute the entire
agreement between the Company and the Participant with respect hereto.

7. MODIFICATION AND TERMINATION. The Board of Directors of United Stationers
Supply Co. at any time may amend, modify, suspend, reinstate or terminate this
Plan in whole or in part or with respect to any Participant, provided that such
action shall not adversely affect the rights of any Participant with respect to
the amounts already deferred hereunder.

8. GOVERNING LAW. This Plan shall be governed by the laws of the State of
Illinois. It is intended that the Plan complies with the provisions of the
Internal Revenue Code and Regulations in effect at the time of its adoption. If
such laws are later construed in such way as to make this Plan void, or its
deferral benefits no longer available, then the Plan will be given effect in
such manner as will best carry out the purposes and intentions of the parties.

9. NOTICES. Any notice in connection with the Plan shall be in writing and
delivered in person or by registered or certified mail, return receipt
requested. Date of delivery will be the date personally delivered or the date
on the return receipt, if correctly addressed.

10. EFFECTIVE DATE AND TERM. The Plan shall be effective as of September 1,
1994 and shall continue until terminated by the Board.

<PAGE>

Amendment No. 6 to
Option and Purchase Agreement

Dated as of May 31, 1994

UNITED STATIONERS INC., a corporation organized and existing under the
laws of the State of Delaware (the "Company"), and THE BANK OF NEW YORK
(formerly called IRVING TRUST COMPANY), a New York State banking corporation
("BNY"), having previously entered into between themselves an Option and
Purchase Agreement dated as of September 4, 1985 and having previously amended
such agreement as of March 1, 1993, January 25, 1993, July 31, 1992, January 31,
1992, April 1, 1988 (as previously so amended, the "Option and Purchase
Agreement"), agree, subject to the terms and conditions herein stated, to
further amend the Option and Purchase Agreement as follows (capitalized terms
used but not defined herein are used as defined in the Option and Purchase
Agreement; this Agreement being hereafter referred to as this "Amendment"):

I. Option and Purchase Agreement Amendment

1.1 The portion of Section 2.(a) of the Option and Purchase Agreement
which presently reads as follows:

Date Principal Amount

January 31, 1994 -0-
July 31, 1994 -0-
January 31, 1995 $ 1,250,000
July 31, 1995 $ 1,250,000
January 31, 1996 $ 1,250,000
July 31, 1996 $ 1,250,000
January 31, 1997 $ 1,250,000
July 31, 1997 $ 1,750,000

shall be deleted and the following substituted in its place:

Date Principal Amount

July 31, 1994 -0-
January 31, 1995 -0-
July 31, 1995 -0-
January 31, 1996 $ 1,250,000
July 31, 1996 $ 1,250,000
January 31, 1997 $ 1,250,000
July 31, 1997 $ 1,250,000
January 31, 1998 $ 1,250,000
July 31, 1998 $ 1,750,000
<PAGE>

1.2 The Company hereby waives all rights it might have, if any, to
notice of the aforementioned amendment or any deferral effected thereby.

1.3 Other than the amendment expressed in Section 1.1 of this
Amendment, BNY agrees to no other amendment, consent or waiver and all other
terms, conditions and obligations of the Option and Purchase Agreement remain in
full force and effect including, without limiting the generality of the
foregoing, the Company's obligation to make mandatory purchases from and after
January 31, 1996.

III. Conditions

3.1 Conditions to the Effectiveness of This Amendment. The
effectiveness of this Amendment is subject to the following:

(a) receipt by BNY of this Amendment duly executed by the
Company;

(b) there not having occurred and there not continuing any Event
of Default, or any Supplemental Guaranty Event of Default, as of the date as of
which this Amendment is dated, either before or after giving effect to this
Amendment, where the term "Supplemental Guaranty Event of Default" is an Event
of Default as defined in that certain Supplemental Guaranty and Indemnification
Agreement dated as of September 4, 1988, as amended (the "Supplemental
Guaranty"), in which the Company is defined as the Guarantor.

IV. Representations and Warranties

4.1 Representations and Warranties. The Company represents and
warrants that:

(a) There is neither an Event of Default or a Supplemental
Guaranty Event of Default and none is continuing as of the date as of which this
Amendment is dated, either before or after giving effect to this Amendment;

(b) The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware, has the corporate power,
authority and capacity to execute and deliver this Amendment;

(c) The Company's execution and delivery of this Amendment and
the carrying out of this Amendment and the Option and Purchase Agreement do not
and will not violate in any material respect any provision of law or of the
Certificate of Incorporation or the By-Laws of the
<PAGE>

Company or of any agreement, indenture or other instrument to which the Company
is a party or by which the Company is bound including, without limiting the
generality of the foregoing, any guaranty for the benefit of BNY; and

(d) All corporate action by the Company necessary in connection
with the execution and delivery of this Amendment has been duly and effectively
taken including, without limiting the generality of the foregoing, the granting
of all authorizations necessary for the persons executing and delivering this
Amendment for the Company to so execute and deliver this Amendment.

V. Miscellaneous

5.1 Effect on the Option and Purchase Agreement.

(a) Except as specifically amended or supplemented by this
Amendment, the Option and Purchase Agreement and the Supplemental Guaranty and
any related guaranty or grant of a security interest or mortgage made by the
Company for the benefit of BNY shall remain in full force and effect and is
hereby ratified and affirmed.

(b) Except as may be expressly stated in this Amendment, nothing
contained in this Amendment, nor the execution, delivery or effectiveness
hereof, shall operate as a waiver of any right, power or remedy of BNY.

5.2 Governing Law. This Amendment and the documents delivered
hereunder shall be construed in accordance with and governed by the laws of the
State of New York.

5.3 Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

IN WITNESS THEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized representatives on this ____ day of June,
1994.

UNITED STATIONERS INC.,
a Delaware corporation

By:______________________
James A. Pribel
Treasurer

THE BANK OF NEW YORK
<PAGE>

By:_______________________
Name:
Title:

#30086360.1

<PAGE>

ACORD Certificate of Insurance LS 00989
Issue Date: 11/14/94

Producer:
Mesirow Ins Services
350 N. Clark St.
Chicago, IL 60610

Insured:
United Stationers Supply
United Stationers Inc.
2200 East Golf Road
Des Plaines, IL 60016-1267

This certificate is issued as a matter of information only and confers no rights
upon the certificate holder. This certificate does not amend, extend or alter
the coverage afforded by the policies below.

Companies affording coverage:
Federal Insurance Company

Coverages:
This is to certify that the policies of insurance listed below have been issued
to the insured named above for the policy period indicated, notwithstanding any
requirement, term or condition of any contract or other document with respect to
which this certificate may be issued or may pertain, the insurance afforded by
the policies described herein is subject to all the terms, exclusions and
conditions of such policies. Limits shown may have been reduced by paid claims.

Type of Insurance: Directors & Officers Liability
Policy Number: 81200259F
Policy Effective Date: 11/01/93
Policy Expiration Date: 11/01/94
Limits: $25,000,000
$250,000 Deductible

Description of operations/locations/vehicles/special items:
None

Certificate Holder:
United Stationers Inc.
2200 East Golf Road
Des Plaines, IL 60016

Cancellation:
Should any of the above described policies be cancelled before the expiration
date thereof, the issuing company will endeavor to mail 30 days written notice
to the certificate holder named to the left, but failure to mail such notice
shall impose no obligation or liability of any kind upon the company, its agents
or representatives.

Authorized Representative:
James C. Styer

<PAGE>

EXHIBIT 10(K)

PLAN AND AGREEMENT OF MERGER

THIS AGREEMENT dated as of August 31, 1994 by and between: MICROUNITED INC., a
Delaware corporation ("MU"), and UNITED STATIONERS SUPPLY CO., an Illinois
corporation ("USSCo.") (Said corporations are hereinafter sometimes called
"Constituent Corporations"), and UNITED STATIONERS INC., a Delaware corporation
("Parent").

A. MU is a corporation organized and existing under the laws of the State
of Delaware. The authorized capital stock of MU consists of 1,000
shares of common stock, $1.00 par value per share, all of which shares
are issued and outstanding.

B. USSCo. is a corporation organized and existing under the laws of the
State of Illinois. The authorized capital stock of USSCo. consists of
890,000 shares of common stock, $1.00 par value per share, all of
which shares are issued and outstanding.

C. All of the issued and outstanding shares of both Constituent
Corporations are held by Parent.

D. Parent desires to provide for the merger of MU into USSCo. by a
statutory merger of the parties intended to qualify as a tax-free
reorganization under Section 368(a)(1) of the Internal Revenue Code of
1986 as amended.

E. Parent, as the sole shareholder of each of the Constituent
Corporations waives the 30-day period for notice as specified in
Section 11.30(b) of the Illinois Business Corporation Act of 1983
("BCA").

<PAGE>

THEREFORE, the parties agree to the following terms and conditions of merger and
the mode of carrying it into effect:

1. MERGER. Pursuant to Section 11.30 of the BCA and in accordance with
this Agreement, MU shall be merged into USSCo., which shall be the surviving
corporation, and the separate existence of MU shall cease upon the effectiveness
of its merger with and into USSCo.

2. EFFECTIVENESS. The merger shall be effective at 5:00 p.m. Central
Daylight Savings Time, on the date the Articles of Merger are filed with the
Secretary of State of the State of Illinois in accordance with the BCA. Upon
the merger becoming effective, USSCo. shall possess all the rights and
privileges, powers and franchises, and be subject to all the restrictions,
disabilities and duties of the Constituent Corporations; and all property, real,
personal and mixed and all debts due to either of the Constituent Corporations
on whatever account and all other things in action or belonging to either of the
Constituent Corporations shall be vested in USSCo., and all and every other
interest shall be thereafter as effectively the property of USSCo. as they were
of the respective Constituent Corporations, and the title to any real estate
vested by deed or otherwise in either of the Constituent Corporations shall not
revert or be in any way impaired by reason of the merger, but all rights of
creditors and all liens upon any property of either of the Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities,
obligations and duties of the respective Constituent Corporations shall attach
to USSCo., and may be entered against it to the same extent as if the debts,
liabilities, obligations and duties had been contracted by it.

3. NAME. The name of the surviving corporation shall continue to be United
Stationers Supply Co.

4. ARTICLES OF INCORPORATION AND BY-LAWS. The Articles of Incorporation
and By-Laws of USSCo. in effect on the effective date of the merger shall be the
Articles of Incorporation and By-Laws of the surviving corporation.

5. OFFICE AND REGISTERED AGENT. The principal office, the registered
office and the registered agent of USSCo. on the effective date of the merger
shall remain the same.

<PAGE>

6. OFFICERS AND DIRECTORS. The persons who are officers and/or directors
of USSCo. on the effective date of the merger shall continue to be the
respective directors and officers of the surviving corporation until the next
annual meeting of the shareholder and directors of USSCo. and until their
successors are elected and qualified.

IN WITNESS WHEREOF, the parties, pursuant to the authority duly given by
resolutions adopted by their respective Boards of Directors, have caused this
Agreement to be duly executed as of the date shown above.

UNITED STATIONERS INC.
A Delaware corporation
ATTEST:

________________________________ By: ______________________________________
Secretary Joel D. Spungin, Chairman of the Board
and Chief Executive Officer
(SEAL)

MICROUNITED INC.
A Delaware corporation
ATTEST:

________________________________ By: ______________________________________

Secretary Allen B. Kravis, Sr. VicePresident

(SEAL)

UNITED STATIONERS SUPPLY CO.
ATTEST: an Illinois corporation

________________________________ By: ______________________________________
Secretary Allen B. Kravis, Sr. Vice President

(SEAL)

<PAGE>

AMENDMENT NO. 1
TO
CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT ("Amendment No. 1") dated as
of June 30, 1993, by and among UNITED STATIONERS SUPPLY CO., an Illinois
corporation (the "Borrower"), UNITED STATIONERS INC., a Delaware corporation
("USI"), MICROUNITED INC., a Delaware corporation ("MicroUnited"), UNITED
STATIONERS CANADA LTD., a Canadian corporation ("Stationers Canada"), and UNITED
STATIONERS HONG KONG LIMITED, a Hong Kong corporation (formerly Devine
International Limited ) ("USHK"), UNITED WORLDWIDE LIMITED, a Hong Kong
corporation ("UWL") (USI, MicroUnited, Stationers Canada, USHK and UWL shall
sometimes be referred to collectively as the "Guarantors"); and NATIONSBANK OF
NORTH CAROLINA, N.A., NBD BANK, N.A., THE NORTHERN TRUST CO., BANQUE PARIBAS,
WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION, FIRST INTERSTATE BANK OF TEXAS,
N.A. and PNC BANK, NATIONAL ASSOCIATION (formerly Pittsburgh National Bank)
("PNC") (collectively the "Banks"), and PNC as Agent.

WITNESSETH:

WHEREAS, the Borrower is a party to a Reducing Revolving Credit and
Term Loan Agreement, dated as of June 24, 1992, among the Borrower, the
Guarantors, the Banks and PNC, as agent (as so amended, the "Credit Agreement"),
pursuant to which the Banks have agreed to make competitive bid loans, term
loans and revolving credit loans to the Borrower, all under the terms and
conditions set forth therein;

WHEREAS, the capitalized terms used but not defined herein and defined
in the Credit Agreement shall have the meanings given to them under the Credit
Agreement, as amended hereby;

WHEREAS, the Borrower, the Guarantors and the Banks desire to amend
the Credit Agreement to do all of the following simultaneously with the
effective date of this Amendment: (i) permit the Borrower to form a new
corporation with T.J. Crayne so long as the Loan Parties' loans, investments and
advances to the new corporation do not exceed $2,000,000 in the aggregate from
all Loan Parties, (ii) permit the Borrower to form a new Subsidiary, UWL, which
will be organized under the laws of Hong Kong and will become a Loan Party to
the Credit Agreement and (iii) modify other terms of the Credit Agreement as set
forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:

1. Amendments. The parties hereto do hereby modify and amend the
Credit Agreement as follows:

(a) By adding the following definitions of the following terms
to Section 1.01:

"UBC shall mean United Business Computers, Inc., a corporation
organized and existing under the laws of the State of Delaware and
owned by the Borrower and T.J. Crayne."

<PAGE>

"USHK" shall mean United Stationers Hong Kong Limited, a
corporation organized and existing under the laws of Hong Kong."

""UWL shall mean United Worldwide Limited, a corporation
organized and existing under the laws of Hong Kong."

(b) By deleting in their entirety from Section 1.01, the
definitions of Affiliate, Guarantors, Loan Guaranty, Loan Parties and Subsidiary
and inserting the following definitions of such terms in lieu thereof:

"Affiliate as to any Loan Party shall mean any other person (i)
which directly or indirectly controls, is controlled by, or is under
common control with such Loan Party, (ii) which beneficially owns or
holds 50% or more of any class of the voting stock of such Loan Party
or (iii) 50% or more of the voting stock (or in the case of a person
which is not a corporation, 50% or more of the equity interest) of
which is beneficially owned or held, directly or indirectly, by such
Loan Party; provided, however, in no event shall UBC be deemed to be
an Affiliate of any Loan Party. Control, as used herein, shall mean
the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a person, whether
through the ownership of voting securities (other than securities
having contingent voting rights), by contract or otherwise, including
the power to elect a majority of the directors or trustees of a
corporation or trust, as the case may be."

"Guarantors shall mean collectively USI, MicroUnited, Stationers
Canada, USHK and UWL."

"Loan Guaranty shall mean the Guaranty and Suretyship Agreement
of USHK, UWL, MicroUnited, Stationers Canada and USI in substantially
the form attached hereto as Exhibit 1.01(L) executed and delivered by
such parties to the Agreement for the benefit of the Banks."

"Loan Parties shall mean the Borrower, USI, MicroUnited,
Stationers Canada, USHK and UWL."

"Subsidiary of any person at any time shall mean (i) any
corporation or trust of which 50% or more (by number of shares or
number of votes) of the outstanding capital stock or shares of
beneficial interest normally entitled to vote for the election of one
or more directors or trustees (without regard to any contingency which
does or may suspend or dilute the voting rights) is at such time owned
directly or indirectly by such person or one or more of such person's
Subsidiaries, or any partnership of which such person is a general
partner or of which 50% or more of the partnership interests is at the
time directly

<PAGE>

or indirectly owned by such person or one or more of such person's
Subsidiaries, and (ii) any corporation, trust, partnership or other
entity which is controlled or capable of being controlled by such
person or one or more of such person's Subsidiaries; provided,
however, in no event shall UBC be deemed to be a Subsidiary of any
Loan Party."

(c) By deleting in its entirety from Section 1.01, the
definition of Devine, and by inserting the term "USHK" in lieu of the defined
term "Devine" throughout the Credit Agreement.

(d) By inserting a new clause (v) at the end of Section
6.01(b) as follows:

"(v) The authorized capital stock of UWL consists of 1,000
shares, of which 1,000 shares are issued and outstanding
with 999 shares owned by the Borrower and 1 share owned
by MicroUnited. All such shares have been validly issued
and are fully paid and nonassessable. There are no
options, warrants or other rights outstanding to purchase
any such shares except as indicated on Schedule 6.01(b)."

(e) By amending and restating Section 6.01(c) to read as
follows:

"(c) Subsidiaries. USI has no active Subsidiaries except for
the Borrower and MicroUnited. The Borrower has no Subsidiaries except
for Stationers Canada, USHK and UWL, each of which are wholly owned
Subsidiaries of the Borrower (with the exception of USHK and UWL,
which are owned in part by MicroUnited). Neither Stationers Canada
nor MicroUnited has any Subsidiaries. USI has good and marketable
title to its shares of the Borrower and MicroUnited. The Borrower has
good and marketable title to its shares of Stationers Canada, USHK and
UWL (collectively, the "Subsidiary Shares"), free and clear in each
case of any Lien. All Subsidiary Shares have been validly issued and
are fully paid and nonassessable. There are no options, warrants or
other rights outstanding to purchase any such shares."

(f) By amending and restating Section 8.01(l) in its
entirety to read as follows:

"(l) Ownership of Subsidiaries. USI shall own all of the
issued and outstanding stock of the Borrower and MicroUnited, and the
Borrower shall own all of the issued and outstanding shares of
Stationers Canada, USHK and UWL (except in the case of USHK and UWL
for the one (1) share owned by MicroUnited), except that,
notwithstanding the foregoing, the Loan Parties may merge or
consolidate with one another as permitted under Section 8.02(e)(ii)."

(g) By amending and restating Section 8.02(a)(ix) and (x) to
read as follows:

<PAGE>

"(ix) Indebtedness under lines of credit for use outside of the
United States to finance the foreign operations of the
Loan Parties in an amount not to exceed $9,000,000;

(x) Indebtedness incurred by reason of overdrafts of the Loan
Parties so long as any such Indebtedness is repaid in
full within one Business Day after it is incurred."

(h) By amending and restating Section 8.02(c) in its entirety to
read as follows:

"(c) Loans and Investments. Except as otherwise provided or
permitted in this Agreement or described in the Schedules hereto, each
Loan Party shall not at any time make or suffer to remain outstanding
any loan or advance to, or purchase, acquire or own any stock, bonds,
notes or securities of, or any partnership interest (whether general
or limited) in, or any other investment or interest in, or make any
capital contribution to, any other person, or agree, become or remain
liable to do any of the foregoing, except:

(i) trade credit extended on usual and customary terms
in the ordinary course of business;

(ii) advances to employees to meet expenses incurred by
such employees in the ordinary course of business;

(iii) Permitted Investments;

(iv) any interest rate swap, cap, collar or
floor or other interest rate management instrument;

(v) Intercompany Loans subject to the Subordination
Agreement;

(vi) other loans, investments or advances made
in cash or property to parties other than the Loan Parties
and UBC in an amount not to exceed $2,500,000 in the
aggregate for all Loan Parties;

(vii) acquisitions permitted under Section
8.02(e)(iv); and

(viii) other loans, investments or advances made
in cash or property to UBC in an amount not to exceed
$2,000,000 in the aggregate for all Loan Parties."

(i) By amending and restating Section 8.02(e) in its entirety to
read as follows:

"(e) Liquidations, Mergers, Consolidations and

<PAGE>

Acquisitions. Each of the Loan Parties shall not dissolve, liquidate
or wind-up its affairs, or become a party to any merger or
consolidation, or acquire by purchase, lease or otherwise all or
substantially all of the assets or capital stock of any other person,
provided that (i) the Loan Parties may consummate the SDC merger
pursuant to the Merger Document and the Distributing merger; (ii) the
Subsidiaries of USI may merge into or consolidate with one another or
USI, provided that the Borrower or USI (as the case may be) shall
remain a surviving entity and the Borrower shall remain the obligor on
the Indebtedness under this Agreement; (iii) the Borrower, Stationers
Canada, USHK, UWL or MicroUnited may consolidate or merge with another
entity not specified in Section 8.02(e)(ii), provided that USI, the
Borrower, Stationers Canada, USHK, UWL and MicroUnited each shall
remain in existence following such merger, the merger shall not create
any breach of any other representation, warranty, covenant or
condition hereunder, the Borrower, Stationers Canada, USHK, UWL and
MicroUnited shall remain direct wholly-owned subsidiaries of USI or
the Borrower, as the case may be, after the merger; and the Borrower
shall remain the obligor on the Indebtedness under this Agreement, and
(iv) the Loan Parties may acquire the assets or all of the stock of or
other ownership interests in another entity provided that (A) the
consideration paid by the Loan Parties consists solely of capital
stock of USI except for cash used to buy fractional shares and for
payments in respect of dissenters' rights; (B) the aggregate fair
market value of USI stock issued or exchanged in connection with any
single acquisition shall not exceed $15,000,000 and in the aggregate
for all acquisitions during the term of this Agreement shall not
exceed $35,000,000 prior to repayment of all Term Loans and
$50,000,000 following repayment of all Term Loans; and (C) the
business acquired comply with the requirements of Section 8.02(i); and
(v) the Loan Parties shall be permitted to engage in investments
permitted under Section 8.02(c)(vi) and (viii). The Borrower shall
notify the Agent of each transaction described in clauses (ii) through
(iv) above and the terms thereof within fifteen (15) Business Days
after the closing date thereof."

(j) By amending and restating Section 8.02(f) in its
entirety to read as follows:

"(f) Dispositions of Assets or Subsidiaries. Each of the Loan
Parties shall not sell, convey, assign or lease (excluding subleases)
on terms which are in essence a complete disposition of the underlying
asset, or abandon or otherwise transfer or dispose of, voluntarily or
involuntarily, any of its properties or assets, tangible or intangible
(including but not limited to sale, assignment, discount or other
disposition of accounts, contract rights, chattel paper, equipment or
general

<PAGE>

intangibles with or without recourse or of capital stock, shares of
beneficial interest or partnership interests of a Subsidiary), except:

(i) transactions involving the sale of inventory in
the ordinary course of business;

(ii) any sale, transfer or lease of assets in the
ordinary course of business which are no longer necessary or required
in the conduct of the Borrower's business, except that sales of
regional distribution centers and distribution centers owned by SDC or
Distributing prior to their merger or liquidation shall not be deemed
to be in the ordinary course of business;

(iii) any sale, transfer or lease of assets among the
Loan Parties which is in accordance with all applicable Law;

(iv) any sale or transfer of fixed assets in the
ordinary course of business which are replaced by substitute assets
acquired or leased within the parameters of Section 8.02(n);

(v) any sale, transfer or lease of assets provided
that the aggregate book value of the assets to be sold or transferred
and all assets previously sold, transferred or leased during the term
of this Agreement do not exceed 10% of Consolidated Tangible Net Worth
as of the date of such sale; or

(vi) transactions permitted under Section
8.02(c)(viii)."

(k) By amending and restating Section 8.02(h) in its
entirety to read as follows:

"(h) Subsidiaries, Partnerships and Joint Ventures. The Loan
Parties shall not own or create directly or indirectly any
Subsidiaries other than Subsidiaries which are Loan Parties or shall
become Loan Parties and Guarantors of the indebtedness hereunder and
with respect to which appropriate legal opinions reasonably requested
by the Agent have been issued, provided that the Borrower will not
transfer any material portion of its business or assets to such
Subsidiaries without the prior written consent of the Banks which
consent shall not be unreasonably withheld, and provided further that
the Borrower shall be permitted to acquire and own an interest in UBC
without the requirement that UBC become a Loan Party and a Guarantor
of the indebtedness hereunder so long as Borrower complies with
Section 8.02 in connection with such acquisition and the ownership of
such interest."

<PAGE>

2. Financial Statements and Reports. The Banks acknowledge that,
while UBC is not a Loan Party under the Credit Agreement, UBC's financial
condition and results of operation will be included in the Loan Parties'
financial statements as required by GAAP. Such consolidated financial
statements shall be used for all purposes under the Credit Agreement and the
figures reported therein shall be deemed to be those exclusively of the Loan
Parties.

3. Representations and Warranties. The Loan Parties each confirm the
representations and warranties made by them to the Banks in Article VI of the
Credit Agreement as of the date hereof (except for representations and
warranties which expressly relate to an earlier date or time, which
representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), as such representations and
warranties are amended by this Amendment No. 1.

4. Effect on Loan Documents. Each of the Guarantors agrees that the
Loan Guaranty and the Competitive Bid Loan Guaranties shall not be affected by
this Amendment No. 1 (except for the name change of USHK and the joinder of UWL)
and shall remain in full force and effect. The Borrower confirms that the
Notes, the Competitive Bid Notes and each of the other Loan Documents shall not
be affected by this Amendment No. 1 and shall remain in full force and effect.
Except as expressly modified by this Amendment No. 1, all of the terms,
conditions, representations, warranties and covenants of the Loan Parties under
the Loan Documents shall remain in full force and effect.

5. Conditions to Effectiveness. The effectiveness of this Amendment
No. 1 is conditioned upon the Borrower's compliance with the following:

(a) The Borrower shall deliver to the Agent for the benefit of
each Bank a certificate dated the date of this Amendment No. 1 signed
by a Secretary or Assistant Secretary of each Loan Party certifying as
to all corporate action taken by each of them in connection with this
Amendment No. 1.

(b) The Borrower shall deliver to the Agent for the benefit of
each Bank a written opinion of in-house counsel for Borrower, USI and
MicroUnited dated the effective date of this Amendment No. 1 as to the
matters set forth in Exhibit "A".

(c) The Borrower shall deliver to the Agent for the benefit of
each Bank copies of UBC's and UWL's organizational documents,
including its certificate of incorporation and bylaws as in effect on
the date hereof as certified by an executive officer of UBC and UWL,
together with certificates from an executive officer of UBC and UWL as
to the continued existence and good standing of UBC and UWL.

(d) The Borrower shall deliver to the Agent for the benefit of
each Bank copies of all the Borrower's loan

<PAGE>

documents with UBC.

(e) The Borrower shall deliver to the Agent for the benefit of
each Bank a joinder duly executed by UWL to the Competitive Bid Loan
Guaranty, the Loan Guaranty and the Subordination Agreement.

(f) The Borrower shall deliver to the Agent for the benefit of
the Banks a certificate dated the date hereof and signed by the Chief
Executive Officer, President or Chief Financial Officer, certifying as
of the date hereof, as to those matters set forth in Section 7.01(a)
of the Credit Agreement.

6. Counterparts. This Amendment No. 1 may be executed by different
parties hereto in any number of separate counterparts, each of which, when so
executed and delivered shall be an original and all of such counterparts shall
together constitute one and the same instrument.

7. Reimbursement. The Borrower unconditionally agrees to pay or
reimburse the Agent and the Banks, as the case may be, and save the Agent and
each Bank harmless against liability for the payment of all reasonable out-of-
pocket costs, expenses and disbursements, including but not limited to,
reasonable fees and expenses of counsel, incurred (a) by the Agent in connection
with the development, preparation, printing, execution, administration,
interpretation and performance of this Amendment No. 1 and the other Loan
Documents and (b) with respect to all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Agent or any Bank in any way relating to or arising out of this
Amendment No. 1 or any other Loan Documents or in any action taken or omitted by
the Agent or any Bank hereunder or thereunder, provided that the Borrower shall
not be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses if the same results from
the Agent's or such Bank's gross negligence or willful misconduct.

8. Entire Agreement. This Amendment No. 1 and the exhibit hereto set
forth the entire agreement and understanding of the parties with respect to the
transactions contemplated hereby and supersede all prior understandings and
agreements, whether written or oral, among the parties hereto and thereto
relating to the subject matter hereof. No representation, promise, inducement
or statement of intention has been made by any party which is not embodied in
this Amendment No. 1, and no party shall be bound by or liable for any alleged
representations, promise, inducement or statement of intention not set forth
herein.

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment No. 1 as of the day and year first
above written.

ATTEST: UNITED STATIONERS SUPPLY CO.

<PAGE>

___________________________ By:_________________________________
_________________________________
[Seal]

ATTEST: UNITED STATIONERS INC.

___________________________ By:_________________________________
_________________________________
[Seal]

ATTEST: MICROUNITED INC.

___________________________ By:_________________________________
_________________________________
[Seal]

ATTEST: UNITED STATIONERS CANADA LTD.

___________________________ By:_________________________________
_________________________________
[Seal]

ATTEST: UNITED STATIONERS HONG KONG LIMITED
(formerly Devine International Limited)

___________________________ By:_________________________________
_________________________________
[Seal]

ATTEST: UNITED WORLDWIDE LIMITED

___________________________ By:_________________________________
_________________________________
[Seal]

PNC BANK, NATIONAL ASSOCIATION
(formerly Pittsburgh National Bank)
individually and as Agent
<PAGE>

By:_________________________________
Robert Krasnow, Vice President

NATIONSBANK OF NORTH CAROLINA, N.A.

By:_________________________________
Christopher B. Torie,
Senior Vice President

THE NORTHERN TRUST CO.

By:_________________________________
David Blowers, Vice President

BANQUE PARIBAS

By:_________________________________
Peter Toal, Vice President

and

By:_________________________________
Robert E. Howard,
Regional General Manager

WACHOVIA BANK OF GEORGIA, NATIONAL
ASSOCIATION

By:_________________________________
David Gaines, Vice President

FIRST INTERSTATE BANK OF TEXAS, N.A.

By:_________________________________
Steve Wood, Vice President

NBD BANK, N.A.

<PAGE>

By:_________________________________
Arthur S. Littlefield, III
First Vice President

and

By:_________________________________

_________________________________

<PAGE>

AMENDMENT NO. 2
TO
CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT ("Amendment No. 2") dated as of
November 30, 1993, by and among UNITED STATIONERS SUPPLY CO., an Illinois
corporation (the "Borrower"), UNITED STATIONERS INC., a Delaware corporation
("USI"), MICROUNITED INC., a Delaware corporation ("MicroUnited"), UNITED
STATIONERS CANADA LTD., a Canadian corporation ("Stationers Canada"), and UNITED
STATIONERS HONG KONG LIMITED, a Hong Kong corporation (formerly Devine
International Limited ) ("USHK"), UNITED WORLDWIDE LIMITED, a Hong Kong
corporation ("UWL") (USI, MicroUnited, Stationers Canada, USHK and UWL shall
sometimes be referred to collectively as the "Guarantors"); and NATIONSBANK OF
NORTH CAROLINA, N.A., NBD BANK, N.A., THE NORTHERN TRUST CO., BANQUE PARIBAS,
WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION, FIRST INTERSTATE BANK OF TEXAS,
N.A. and PNC BANK, NATIONAL ASSOCIATION (formerly Pittsburgh National Bank)
("PNC") (collectively the "Banks"), and PNC as Agent.

WITNESSETH:

WHEREAS, the Borrower is a party to a Reducing Revolving Credit and Term
Loan Agreement, dated as of June 24, 1992, (as amended by Amendment No. 1 to the
Reducing Revolving Credit and Term Loan Agreement dated June 30, 1993), among
the Borrower, the Guarantors, the Banks and PNC, as agent (as so amended, the
"Credit Agreement"), pursuant to which the Banks have agreed to

<PAGE>

make competitive bid loans, term loans and revolving credit loans to the
Borrower, all under the terms and conditions set forth therein;

WHEREAS, the capitalized terms used but not defined
herein and defined in the Credit Agreement shall have the meanings given to them
under the Credit Agreement, as amended hereby;

WHEREAS, the Borrower, the Guarantors and the Banks
desire to amend the Credit Agreement to do all of the following simultaneously
with the effective date of this Amendment: (i) increase the aggregate revolving
credit commitments of the Banks by $20,000,000 as set forth on Schedule 1.01(R)
to this Amendment No. 2, (ii) extend the expiration date for the Term Loans set
forth in Section 3.04 of the Credit Agreement until September 30, 1995, and
(iii) modify other terms of the Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:

1. AMENDMENTS. The parties hereto do hereby modify and amend the Credit
Agreement as follows:

(a) By amending the first Whereas Clause as
follows:

"WHEREAS, the Borrower has requested the Banks to provide a reducing
revolving credit facility to the Borrower in an aggregate principal amount
not to exceed $150,000,000 and a term loan to the Borrower in an aggregate
principal amount not to exceed $30,000,000;
<PAGE>

(b) The fourth sentence of Section 2.07(b) is hereby deleted in its
entirety and the following new sentence inserted in lieu thereof:

The sum of the Competitive Bid Loans and Revolving Credit Loans
outstanding for each Bank shall not at any time exceed an amount equal
to the greater of: (i) two (2) times the amount of that Bank's
Revolving Credit Commitment as of the Closing Date, or (ii) two (2)
times the actual amount of that Bank's Revolving Credit Commitment.

(a) REVOLVING CREDIT NOTES. The obligation of the Borrower
to repay the aggregate unpaid principal amount of the Revolving Credit
Loans made to it by each Bank, together with interest thereon, shall
be evidenced by a promissory note of the Borrower dated as of December
1, 1993 in substantially the form attached hereto as Exhibit 1.01(R)
payable to the order of each Bank in a face amount equal to the
Revolving Credit Commitment of such Bank as of December 1, 1993.

(d) By amending and restating Section 2.08(b) to read as follows:

(b) COMPETITIVE BID NOTES. The obligation of the Borrower
to repay the unpaid principal amount of the Competitive Bid Loans made
to it by each Bank, together with interest thereon, shall be evidenced
by a promissory note of the Borrower dated as of December 1, 1993 in
substantially the form attached hereto as Exhibit 1.01(C2) payable to
the order of each Bank in a face amount equal to two (2) times the
Revolving Credit Commitment of such Bank as of December 1, 1993.

(e) By amending and restating Section 3.04 to read as follows:

3.04 TERM NOTES. The obligation of the Borrower to repay the
unpaid principal amount of the Term Loans made to it by each Bank,
together with interest thereon, shall be evidenced by a promissory
note of the Borrower dated November 30,

<PAGE>

1993 in substantially the form attached hereto as Exhibit 1.01(T)
payable to the order of each Bank in a face amount equal to the Term
Loan Commitment of such Bank. The principal amount as provided
therein of the Term Notes shall be payable on the earlier of (i)
September 30, 1995 to the extent of principal then outstanding; or
(ii) each date on which USI shall issue additional common stock for
cash (excluding issuances of common stock under benefit plans) or the
Loan Parties shall issue Indebtedness pursuant to Section 8.01(m) or
permitted under Section 8.02(a)(vii), respectively, to the extent of
the aggregate net proceeds of such common stock or equity.

(f) The first sentence of Section 5.01 is hereby deleted in its
entirety and the following new sentence inserted in lieu thereof:

All payments and prepayments to be made in respect of principal and
interest on Loans and Competitive Bid Loans, Revolving Credit and Term
Loan Facility Fees, Agent's Fee or other fees or amounts due from the
Borrower hereunder shall be payable prior to 12:00 Noon Chicago time
(1:00 p.m. Pittsburgh time) on the date when due without presentment,
demand, protest or notice of any kind, all of which are hereby
expressly waived by the Borrower, and without setoff, counterclaim or
other deduction of any nature, and an action therefor shall
immediately accrue.

(g) By deleting the date "September 30, 1994" from Section 8.01(m)
and inserting in lieu thereof the date "September 30, 1995".

2. SCHEDULES AND EXHIBITS. Schedule 1.01(R) to the Credit Agreement is
hereby deleted and replaced with Schedule 1.01(R) to this Amendment No. 2.
Exhibits 1.01(C2) (Competitive Bid Note), 1.01(R) (Revolving Credit Note) and
1.01(T) (Term Note) to the Credit Agreement are hereby deleted and replaced by
Exhibits 1.01(C2), 1.01(R) and 1.01(T), respectively, to this
Amendment No. 2.

<PAGE>

3. REPRESENTATIONS AND WARRANTIES. The Loan Parties each confirm the
representations and warranties made by them to the Banks in Article VI of the
Credit Agreement as of the date hereof (except for representations and
warranties which expressly relate to an earlier date or time, which
representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), as such representations and
warranties are amended by this Amendment No. 2.

4. EFFECT ON LOAN DOCUMENTS. Each of the Guarantors agrees that the Loan
Guaranty and the Competitive Bid Loan Guaranties shall remain in full force and
effect. Moreover, each of the Guarantors agrees and acknowledges that the
additional Indebtedness incurred by Borrower hereunder is governed by the Loan
Guaranty and the Competitive Bid Loan Guaranties and constitutes Guaranteed
Indebtedness pursuant to Paragraph No. 11 of the Loan Guaranty and the
Competitive Bid Loan Guaranties. The Borrower confirms that each of the other
Loan Documents (except that all of the Competitive Bid Notes, Revolving Credit
Notes and Term Notes in favor of the Banks in effect prior to the date hereof
under the Credit Agreement are hereby canceled and replaced with new Competitive
Bid Notes, Revolving Credit Notes and Term Notes on the effective date hereof),
shall not be affected by this Amendment No. 2 and shall remain in full force and
effect. Except as expressly modified by this Amendment No. 2, all of the terms,
conditions, representations, warranties and covenants of the Loan Parties under
the Loan Documents shall remain in full force and effect.

<PAGE>

5. CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment No. 2
is conditioned upon the Borrower's compliance with the following:

(a) The Borrower shall have executed and delivered to each of the
Banks a new Competitive Bid Note, Revolving Credit Note and Term Note in
the forms attached as Exhibits 1.01(C2), 1.01(R) and 1.01(T) respectively,
to the Credit Agreement as amended hereby.

(b) The Borrower shall deliver to the Agent for the benefit of each
Bank a certificate dated the date of this Amendment No. 2 signed by a
Secretary or Assistant Secretary of each Loan Party certifying as to all
corporate action taken by each of them in connection with this Amendment
No. 2.

(c) The Borrower shall deliver to the Agent for the benefit of each
Bank a written opinion of in-house counsel for Borrower, USI and
MicroUnited dated the effective date of this Amendment No. 2 as to the
matters set forth in Exhibit "A".

(d) The Borrower shall deliver to the Agent for the benefit of the
Banks a certificate dated the date hereof and signed by the Chief Executive
Officer, certifying as of the date hereof, as to those matters set forth in
Section 7.01(a) of the Credit Agreement.

6. RETURN OF ORIGINAL NOTES. Promptly after the effective date hereof,
the Banks agree to return to Agent the original Competitive Bid Notes, Revolving
Credit Notes and Term Notes dated June 24, 1992 in favor of the Banks in effect
prior to the date hereof under the Credit Agreement for cancellation.

7. COUNTERPARTS. This Amendment No. 2 may be executed by different
parties hereto in any number of separate counterparts, each of which, when so
executed and delivered shall be an original and all of such counterparts shall
together constitute one and the same instrument. The reproduction of signatures
by means of a telecopying device shall be treated as

<PAGE>

though such reproductions are executed originals and each party hereto covenants
and agrees to provide the other parties with a copy of this Amendment No. 2
bearing original signatures within five days following transmittal by facsimile.

8. REIMBURSEMENT. The Borrower unconditionally agrees
to pay or reimburse the Agent and the Banks, as the case may be, and save the
Agent and each Bank harmless against liability for the payment of all reasonable
out-of-pocket costs, expenses and disbursements, including but not limited to,
reasonable fees and expenses of counsel, incurred (a) by the Agent in connection
with the development, preparation, printing, execution, administration,
interpretation and performance of this Amendment No. 2 and the other Loan
Documents and (b) with respect to all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Agent or any Bank in any way relating to or arising out of this
Amendment No. 2 or any other Loan Documents or in any action taken or omitted by
the Agent or any Bank hereunder or thereunder, provided that the Borrower shall
not be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses if the same results from
the Agent's or such Bank's gross negligence or willful misconduct.

9. ENTIRE AGREEMENT. This Amendment No. 2 and the schedules and
exhibits hereto set forth the entire agreement and understanding of the parties
with respect to the transactions

<PAGE>

contemplated hereby and supersede all prior understandings and agreements,
whether written or oral, among the parties hereto and thereto relating to the
subject matter hereof. No representation, promise, inducement or statement of
intention has been made by any party which is not embodied in this Amendment No.
2, and no party shall be bound by or liable for any alleged representations,
promise, inducement or statement of intention not set forth herein.

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment No. 2 as of the day and year first
above written.

ATTEST: UNITED STATIONERS SUPPLY CO.

_______________________________ By:_____________________________________
______________________________________
[Seal]

ATTEST: UNITED STATIONERS INC.

_______________________________ By:_____________________________________
______________________________________
[Seal]

ATTEST: MICROUNITED INC.

_______________________________ By:_____________________________________
______________________________________
[Seal]

ATTEST: UNITED STATIONERS CANADA LTD.

_______________________________ By:_____________________________________

<PAGE>

______________________________________
[Seal]

ATTEST: UNITED STATIONERS HONG KONG LIMITED
(formerly Devine International
Limited)

_______________________________ By:_____________________________________
______________________________________
[Seal]

ATTEST: UNITED WORLDWIDE LIMITED

_______________________________ By:_____________________________________
______________________________________
[Seal]

PNC BANK, NATIONAL ASSOCIATION
(formerly Pittsburgh National Bank)
individually and as Agent