SC 14D9

 
[LOGO OF UNITED STATIONERS]
                                                              February 21, 1995
 
Dear Stockholders:
 
  I am pleased to inform you that United Stationers Inc. (the "Company") has
entered into an Agreement and Plan of Merger dated as of February 13, 1995
(the "Merger Agreement") with Associated Holdings, Inc. ("Associated"),
pursuant to which Associated has today commenced a cash tender offer (the
"Offer") to purchase up to 17,201,839 shares of the common stock, par value
$0.10 per share (the "Shares") of the Company representing 92.5% of the
currently outstanding Shares at a purchase price of $15.50 per Share, net to
the seller in cash, or approximately $266.6 million in the aggregate. The
Merger Agreement provides for the making of the Offer which, if consummated,
will be followed by a merger of Associated with and into the Company (the
"Merger"), with the Company as the surviving entity which will remain public.
 
  In the Merger, Shares will be converted pursuant to a formula described in
the attached materials with the result that any portion of the $266.6 million
not paid in the tender offer will be paid with respect to the Shares not
tendered in the Offer and a number of Shares equal to 7.5% of the then
outstanding Shares will remain outstanding and represent in the aggregate a
20% common stock interest on a fully diluted basis in the Company as the
surviving company in the Merger.
 
  YOUR BOARD OF DIRECTORS (WITH ONE DIRECTOR, WHO IS THE MANAGING PARTNER OF
WILLIAM BLAIR & COMPANY, ONE OF THE COMPANY'S FINANCIAL ADVISORS, ABSTAINING
SOLELY DUE TO SUCH STATUS) HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER AND DETERMINED THAT THE OFFER AND THE MERGER, TAKEN AS A
WHOLE, ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE
COMPANY. YOUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
 
  In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including,
among other things, the opinions of William Blair & Company and Lazard Freres
& Co., the Company's financial advisors, that the consideration to be paid to
the holders of Common Stock in the Offer and the Merger (taken as a whole, and
taking into account cash paid in the Offer and Merger and the 20% retained
interest in the surviving company) pursuant to the Merger Agreement is fair,
from a financial point of view, to the holders of Common Stock.
 
  In addition to the attached Schedule 14D-9, enclosed is the Offer to
Purchase dated February 21, 1995, together with related materials, including a
Letter of Transmittal, to be used for tendering your shares pursuant to the
Offer. These documents state the terms and conditions of the Offer and the
Merger, provide detailed information about the transactions and include
instructions as to how to tender your Shares. We urge you to read these
documents carefully in making your decision with respect to tendering your
Shares pursuant to the Offer.
 
                                          Very truly yours,
 
                                          [LOGO SIGNATURE]
                                          Joel D. Spungin
                                          Chairman of the Board and Chief
                                          Executive Officer

 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------
 
                                 SCHEDULE 14D-9
               Solicitation/Recommendation Statement Pursuant to
            Section 14(d)(4) of the Securities Exchange Act of 1934
 
                               ----------------
 
                             UNITED STATIONERS INC.
 
                           (Name of Subject Company)
 
                             UNITED STATIONERS INC.
                       (Name of Person Filing Statement)
 
                     COMMON STOCK, PAR VALUE $.10 PER SHARE
                         (Title of Class of Securities)
 
                                  913004-10-7
                     (CUSIP Number of Class of Securities)
 
                                JOEL D. SPUNGIN
                             CHAIRMAN OF THE BOARD
                                      AND
                            CHIEF EXECUTIVE OFFICER
                             UNITED STATIONERS INC.
                              2200 EAST GOLF ROAD
                          DES PLAINES, ILLINOIS 60016
                                 (708) 699-5000
      (Name, address and telephone number of person authorized to receive
      notice and communications on behalf of the person filing statement)
 
                               ----------------
 
                                   Copies to:
OTIS H. HALLEEN, ESQ.                                   PHILLIP GORDON, ESQ.
GENERAL COUNSEL                                         ALTHEIMER & GRAY
UNITED STATIONERS INC.                                  10 SOUTH WACKER DRIVE
2200 EAST GOLF ROAD                                     SUITE 4000  
DES PLAINES, ILLINOIS 60016                             CHICAGO, ILLINOIS 60606
(708) 699-5000                                          (312) 715-4000
                                                            
                                                            
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 
ITEM 1. SECURITY AND SUBJECT COMPANY
 
  The name of the subject company is United Stationers Inc., a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 2200 East Golf Road, Des Plaines, Illinois 60016. The title of
the class of equity securities to which this Statement relates is shares of
common stock, par value $.10 per share (the "Common Stock" or "Shares").
 
ITEM 2. TENDER OFFER OF THE BIDDER
 
  This Statement relates to a tender offer by Associated Holdings, Inc., a
Delaware corporation ("Associated"), to purchase up to 17,201,839 Shares
(representing 92.5% of the Shares outstanding as of February 10, 1995) at a
purchase price of $15.50 per share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated February
21, 1995 and the related Letter of Transmittal (which together constitute the
"Offer"). If more than 17,201,839 Shares are tendered and not validly withdrawn
upon the expiration of the Offer, Associated will purchase 17,201,839 of the
Shares pro rata from the tendering stockholders.
 
  The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of February 13, 1995 between Associated and the Company (the "Merger
Agreement"). The Merger Agreement provides for the making of the Offer and the
terms and conditions thereof. The Merger Agreement further provides that if the
Offer is consummated, then upon the terms and subject to the conditions
contained therein, and in accordance with the Delaware General Corporation Law
("DGCL"), Associated will be merged with and into the Company (the "Merger"
and, together with the Offer, the "Transaction"), with the Company surviving
the Merger (the Company following the Merger is sometimes referred to as the
"Surviving Corporation"). In the Merger, the pre-Merger holders of Shares
(other than Associated and its affiliates) will receive the balance, if any, of
the $266.6 million not paid in the Offer and retain a portion of their Shares
(equal in the aggregate to 7.5% of the Shares outstanding prior to the Merger)
which will represent in the aggregate 20% of the common stock of the Surviving
Corporation. The shares of common stock, par value $.01 per share, of
Associated ("Associated Common") outstanding immediately prior to the Merger
shall be converted into a number of shares of Common Stock which will
represent, in the aggregate and on a fully diluted basis, 80% of the Common
Stock of the Surviving Corporation (taking into account all options, warrants
and other rights to acquire Associated Common or Associated non-voting common
stock). Each share of each class of Associated preferred stock will be
converted into a share of a corresponding series of the Company's preferred
stock having substantially the same terms as the Associated preferred stock.
Immediately following the Merger, Associated Stationers, Inc., a Delaware
corporation and currently a wholly-owned subsidiary of Associated ("ASI"), will
be merged with and into United Stationers Supply Co., an Illinois corporation
and a wholly-owned subsidiary of the Company ("USSC"), with USSC surviving the
merger (the "Subsidiary Merger").
 
  The Schedule 14D-1 states that the principal executive offices of Associated
are located at 1075 Hawthorn Drive, Itasca, Illinois 60143.
 
ITEM 3. IDENTITY AND BACKGROUND
 
  (a) The name and business address of the Company, which is the person filing
this Statement, are set forth in Item 1 above.
 
  (b)(1) Certain contracts, agreements, arrangements and understandings between
the Company or its affiliates and certain of its executive officers, directors,
or affiliates are described under the headings "Concerning the Board of
Directors and Board Committees", "Proposal to Approve an Amendment to the 1981
Stock Incentive Award Plan", "Proposal to Approve an Amendment to the
Management Incentive Plan", "Executive Compensation", "Long-Term Incentive
Plan" and "Employment Agreements" at pages 7 through 16 of the Company's Proxy
Statement for the Annual Meeting of Stockholders, dated December 7, 1994 and
previously sent to the shareholders of the Company ("Proxy Statement") and
"Profit Sharing PluSavings Plan", "Pension Plans", "Supplemental Benefits

 
Plan" and "Certain Relationships and Related Transactions" at pages 20 through
21 of the Proxy Statement. Copies of such pages are filed as Exhibit 1 hereto
and are incorporated herein by reference.
 
ARRANGEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
 
  Employment Agreements. Associated and management of the Company reached an
understanding with respect to executive compensation to take effect following
the successful consummation of the Offer. Pursuant to Amended and Restated
Employment Agreements, certain of the Company's executive officers will be
retained for an employment term of up to one year following the date of the
successful consummation of the Offer. If at the end of such employment term, an
executive officer terminates his employment with the Company, he will receive a
stay bonus in monthly installments commencing one month following the
expiration of such employment term.
 
  Jeffrey K. Hewson (President and Chief Operating Officer), Steven R. Schwarz
(Senior Vice President, Marketing), Robert H. Cornell (Vice President, Human
Resources), Otis H. Halleen (Vice President, Secretary and General Counsel),
Ted S. Rzeszuto (Vice President and Controller), Jerold A. Hecktman (Vice
President, Advertising), Ergin Uskup (Vice President, MIS--Chief Information
Officer) and James A. Pribel (Treasurer) are entitled to receive stay bonuses
of $1,575,000, $678,227, $602,985, $589,210, $511,297, $492,050, $175,000 and
$125,000, respectively.
 
  If Mr. Hewson is made Chief Executive Officer of the Surviving Corporation,
he will continue employment for one full year. If Mr. Hewson is not made Chief
Executive Officer of the Company after the consummation of the Offer, he will
be obligated to continue for six months as Chief Operating Officer of the
Company. In addition to the stay bonus, Mr. Hewson will receive a payment of
$875,000 on the 180th day following the consummation of the Offer as
compensation for assisting the Company through the transition period following
the consummation of the Offer.
 
  If the Company terminates Mr. Uskup within 30 days after the successful
consummation of the Offer, Mr. Uskup will not receive the stay bonus described
above but rather will be entitled to $350,000 in severance payments, payable in
an initial monthly installment of $147,332.09 and 23 equal monthly installments
of $7,942.09.
 
  Mr. Joel D. Spungin's contract has been amended effective as of the date of
the Merger, on which date Mr. Spungin will resign his offices with the Company
and be relieved of all duties pertaining thereto, except that he shall continue
as an employee of the Company, and shall, subject to nomination and election,
serve as a member of the Surviving Corporation's Board of Directors.
Additionally, the amendment will add an additional year to his term of
employment commencing September 1, 1995 and ending August 31, 1996 at a salary
of $440,000 per year. On September 1, 1996, Mr. Spungin shall become an
executive consultant with the Company for a period of ten years in accordance
with the terms of his employment agreement prior to its amendment and shall
receive consulting payments equal to $6,761,283, with an initial payment of
$2,276,209 and payments of between $533,495 and $422,902 during the years 1997
through 2006. Mr. Spungin will also participate in certain enumerated benefit
plans of the Surviving Corporation other than the incentive compensation plans.
 
  The preceding discussion of certain provisions relating to the employment of
the Company's executive officers is qualified in its entirety by reference to
the full text of the Amended and Restated Employment and Consulting Agreement
for each of the executive officers discussed above and filed as Exhibits 4
through 12 to this Schedule 14D-9.
 
  Amendments to Benefit Plans. Certain benefit plans were amended by the
Company shortly before the execution of the Merger Agreement. The Company's
Medical Plan was amended to generally provide that: (i) the plan cannot be
changed or terminated with respect to certain designated officers or early
retirees; and (ii) certain designated officers (upon termination of employment)
and early retirees can continue to participate in the Medical Plan until age 65
under the same general terms and
 
                                       2

 
conditions applicable to active employees. The Medical Plan was also amended to
provide that, in the event of its termination, the Company will provide certain
funds to designated individuals for a specified period of time for the purpose
of: (i) obtaining health insurance; and (ii) reimbursing such individuals for
medical expenses in the event of their uninsurability or catastrophic illness.
 
  The Company's Management Incentive Plan ("MIP") and Executive Bonus Plan
("EBP") were each amended shortly before the execution of the Merger Agreement
so that in the event of the consummation of the Offer, amounts accrued under
such Plans would be paid out based on the Company's performance through the
date of the consummation of the Offer for the portion of the plan year through
the date on which the Merger occurs. In addition, amounts shall be paid out for
the balance of the plan year under the MIP at 100% of the financial targets
under that plan.
 
  The Company's Pension Plan was amended to provide that the actuarial factors
employed by the plan may not be adjusted in a manner that would reduce lump sum
benefits payable under the Pension Plan.
 
  The Company has agreed to use reasonable best efforts to obtain agreements
from each optionee under the Company's Stock Option Plans to cash out, at the
Effective Time, all options for the difference between the exercise price and
the highest price paid pursuant to the Offer multiplied by the number of Shares
exercisable under the option, payable on the Effective Date.
 
  The Company adopted a severance plan for the officers of USSC shortly before
the execution of the Merger Agreement which provides a severance payment of one
year's base salary if an officer is terminated without cause or leaves after
remaining for the full transition period requested by the Company.
 
  The preceding discussion of certain provisions of the amendments to the
Company's benefit plans is qualified in its entirety by reference to the full
text of such plans or the amendments thereto to such plans filed as Exhibits 13
through 17 hereto.
 
  Trust Agreements. Prior to the consummation of the Offer, the Company, as
settlor, will enter into an irrevocable trust agreement (the "Benefits Trust
Agreement") with American National Bank and Trust Company of Chicago, as
trustee (the "Trustee"). The Benefits Trust Agreement secures the payment of
amounts owed to certain employees under their amended employment contracts,
certain obligations of the Company to provide retiree medical benefits and
severance benefits, and related matters. Under the terms of the Benefits Trust
Agreement and the Merger Agreement, the Company will cause an irrevocable
letter of credit in the amount of approximately $24 million to be furnished to
the Trustee by The Chase Manhattan Bank (National Association) ("Chase Bank")
to the Trustee.
 
  Prior to the consummation of the Offer, the Company, as settlor, will also
enter into an irrevocable trust agreement (the "Bonus Trust Agreement") with
the Trustee. The Bonus Trust Agreement will secure the amount reasonably
estimated by the Company to be owed to certain employees for amounts accrued
and to be accrued under MIP and EBP. Under the terms of the Bonus Trust
Agreement, the Company will cause an irrevocable letter of credit in the amount
of approximately $6 million (the "Bonus LOC") to be furnished by Chase Bank to
the Trustee. The Trustee will draw on the Bonus LOC (without the necessity of a
Company default) on October 16, 1995 to make distributions to trust
beneficiaries for amounts accrued through the date of the Merger under the
Company's MIP and EBP, unless such amounts have been previously paid. After
this one-time distribution, the trust will be closed.
 
  The preceding discussions of certain provisions of the Benefits Trust
Agreement and the Bonus Trust Agreement are qualified in their entirety by
reference to the full text of such agreements filed as Exhibits 18 and 19
hereto.
 
                                       3

 
  Bylaw Amendment. The Company's bylaws were amended shortly before the
execution of the Merger Agreement to mandate indemnification of officers and
directors to the fullest extent permitted by law and to require the advancement
of expenses. The discussion of the Bylaw amendment is qualified in its entirety
by reference to the full text of the Bylaw amendment filed as Exhibit 20
hereto.
 
  (b)(2) Associated and the Company have entered into the Merger Agreement, the
material terms of which are described below. As a condition to Associated's
willingness to enter into the Merger Agreement, certain stockholders ("Seller
Stockholders") of the Company entered into Agreements to Tender (the "Tender
Agreement") with Associated pursuant to which each such stockholder agreed to
tender, subject to certain conditions, all of the Shares held by such Seller
Stockholder pursuant to the terms of the Offer. The aggregate number of Shares
to be tendered under the Tender Agreement represents approximately 27.1% of the
Shares outstanding on the date of the Merger Agreement.
 
  The following are summaries of certain provisions of the Merger Agreement and
the Tender Agreement. Such summaries are qualified in their entirety by
reference to the full texts of the Merger Agreement and the Tender Agreement
which are filed as Exhibits 2 and 3, respectively, hereto and are incorporated
herein by reference.
 
THE MERGER AGREEMENT
 
  The Offer. The Merger Agreement provides for the commencement of the Offer,
in connection with which Associated has expressly reserved the right to waive
certain conditions of the Offer but, except as required by law and except for
certain extensions, Associated is not permitted to (i) increase or decrease the
number of shares being sought in the Offer, (ii) change the form of
consideration payable in the Offer, (iii) add additional conditions to the
Offer, (iv) extend the time of original expiration of the Offer if all of the
Offer Conditions (as herein defined) are then satisfied or waived or (v)
otherwise amend the Offer without the prior written consent of the Company
which consent shall not be unreasonably withheld and, in any event, will be
deemed given if the Company does not object in writing within 24 hours after
receipt of Associated's written request for consent describing the proposed
amendment (other than amendments which increase the amount of cash
consideration payable for the purchase of Shares pursuant to the Offer). In
addition, Associated reserves the right (but shall not be obligated) to extend
the period during which the Offer is to remain open (but not beyond the
Deadline Time (as defined below under "--Termination")) and, subject to the
rights of tendering stockholders to withdraw their Shares, retain all tendered
Shares until the Expiration Date of the Offer (as defined in the Merger
Agreement): (x) if, as of any then scheduled expiration time of the Offer, any
condition to the Offer ("Offer Condition") described below under "--Offer
Conditions" (other than the Minimum Condition (as defined below)) has not been
satisfied; provided, however, that in no event shall Associated be permitted to
extend the expiration time of the Offer if the failure of any Offer Condition
to occur was caused by the material action or material failure to act of
Associated; and provided, further, that Associated shall not be permitted to
extend the expiration time of the Offer beyond 5:00 p.m., New York City time,
on the date which is ten business days after Associated has publicly announced
that it has entered into definitive documentation with respect to the financing
of the Offer and the Merger unless the Minimum Condition shall have been
satisfied on or before such tenth business day; and (y) for up to an additional
five business days, if, as of any then scheduled expiration time of the Offer,
all of the Offer Conditions have been satisfied or waived and at least 80% but
less than 90% of the outstanding Shares have been validly tendered and not
properly withdrawn pursuant to the Offer.
 
  Board Representation. The Merger Agreement provides that the Company shall,
promptly following the acceptance for payment of a majority of the outstanding
Shares pursuant to the Offer and from time to time thereafter, use reasonable
efforts to take all actions necessary to cause a number (but not more than six)
of the members of the Board of Directors of the Company ("Board") (and a
majority of the members of each committee of the Board and the members of the
board of directors of each
 
                                       4

 
subsidiary of the Company), rounded up to the nearest whole number, equal to
the percentage of outstanding Shares held by Associated, to consist of persons
designated by Associated (whether, at the request of Associated, by increasing
the size of the Board of Directors of the Company or by seeking resignation of
directors and causing Associated's designees to be elected). Notwithstanding
the foregoing, until the Effective Time (as herein defined) at least one member
of the Board and the board of directors of each subsidiary on the date of the
Merger Agreement who is not an employee of the Company and at least two members
of the Board on the date of the Merger Agreement who are also employees of the
Company shall remain members of the Board until such person's death, disability
or resignation (such members, including replacements appointed in accordance
with the Merger Agreement, are referred to herein as the "Continuing
Directors"); provided that if the number of Continuing Directors shall be
reduced below three because of death, disability or resignation, such
Continuing Directors (or Continuing Director if there be only one remaining)
shall be entitled to designate persons to fill such vacancies. In addition,
simultaneous with the execution of the Merger Agreement, the Company has: (i)
furnished Associated copies of written resignations of six of the present
members of the Board to be effective upon the acceptance for payment of at
least a majority of the outstanding Shares pursuant to the Offer and receipt by
the Company from Chase Bank of advice that Chase Bank is ready, willing and
able to fund payment for purchase of such Shares (the "Chase Advice"); provided
that if less than two-thirds of the outstanding Shares are purchased by
Associated in the Offer, the Company will accept only five resignations
selected by it; and (ii) adopted a resolution appointing certain designees of
Associated as directors of the Company contingent upon the acceptance for
payment by Associated of a majority of the outstanding Shares and receipt by
the Company from Chase Bank of the Chase Advice. The Company's obligation to
cause designees of Associated to be elected or appointed to the Board of
Directors of the Company will be subject to Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14f-1
promulgated thereunder.
 
  Stockholders Meeting. The Merger Agreement provides that the Company will
prepare and file, as promptly as practicable, but in any event by February 23,
1995, a preliminary information statement with the Securities and Exchange
Commission (the "Commission"). In addition, if required by applicable law in
order to consummate the Merger, the Company will promptly, following the date
on which the Offer is consummated, call a meeting of its stockholders for the
purpose of approving the Merger and related matters and will cause the
information statement to be mailed to the stockholders for such purpose at the
earliest practicable time. The Company will, unless it would be inconsistent
with the fiduciary obligations of the Board under applicable law, through its
Board of Directors, recommend to its stockholders approval of the Merger
Agreement and the Merger, and otherwise use its reasonable efforts to obtain
stockholder approval of the Merger Agreement and all related matters. If
Associated acquires at least 90% of the outstanding Shares in the Offer, the
Merger may be effected as a short form merger without the vote or consent of
the stockholders in accordance with the provisions of the DGCL. If Associated
acquires at least 80% but less than 90% of the outstanding Shares in the Offer,
Associated will execute and deliver a written consent approving the Merger
Agreement and the Merger, and the Company will provide 30 days notice to
stockholders as required by the Company's restated certificate of
incorporation.
 
  Effect of Merger. As a result of the Merger, Associated will be merged with
and into the Company, with the Company surviving the Merger as the Surviving
Corporation, and ASI will be merged with and into USSC, with USSC surviving the
Subsidiary Merger. After giving effect to the Merger, the pre-Merger holders of
Associated common stock, warrants, options and other rights exercisable
therefor and for Associated nonvoting common stock will own an aggregate of 80%
of the common stock of the Surviving Corporation on a fully diluted basis and
the pre-Merger holders of Shares (excluding Associated, the Company, any
subsidiaries of the Company and any holders of shares with respect to which
appraisal rights pursuant to Section 262 of the DGCL are validly exercised and
perfected in respect of the Merger and not withdrawn ("Dissenting Shares"))
will own an aggregate of 20% of the common stock of the Surviving Corporation
on a fully diluted basis. The Merger will become effective
 
                                       5

 
upon the filing of a certificate of merger effecting the Merger with the
Secretary of State of the State of Delaware (the "Effective Time").
 
  As of the Effective Time, by virtue of the Merger:
 
    (i) Each Share outstanding immediately prior to the Effective Time (other
  than Shares owned by Associated or any of its respective subsidiaries
  immediately prior to the Effective Time ("AHI Owned Shares") and Shares
  then held in the treasury of the Company or any of the Company's
  subsidiaries ("Treasury Shares")) will be converted as follows:
 
      (a) the Cash Portion (as hereinafter defined) of each such Share
    shall be converted into and represent the right to receive cash in an
    amount determined by subtracting (A) the product of $15.50 (or such
    higher price per Share as may be paid in the Offer) multiplied by the
    number of AHI Owned Shares from (B) $266,628,495 (or, if higher, the
    product of the highest price per Share paid in the Offer multiplied by
    the product of 92.5% multiplied by the lesser of the number of Shares
    outstanding immediately prior to the Effective Time and 19,860,192
    Shares) and dividing the result so obtained by the number of Old Shares
    (as hereinafter defined); and
 
      (b) the balance of each such Share shall remain outstanding and be
    unaffected by the Merger (such Shares remaining outstanding being
    referred to as the "Remaining Shares");
 
    (ii) each AHI Owned Share and each Treasury Share will be cancelled and
  retired and cease to exist without any payment therefor;
 
    (iii) each share of Associated Common outstanding immediately prior to
  the Effective Time shall be converted into a number of shares of Common Stock
  determined by the formula [((x divided by .20) minus x) divided by y], where
  "x" equals the number of Remaining Shares (including for such purpose
  Dissenting Shares) and "y" equals the number of shares of Associated Common
  outstanding on a fully diluted basis including treating for purposes of this
  calculation all outstanding options, warrants and other rights (including
  conversion rights and antidilution rights) to acquire Associated Common or
  shares of nonvoting common stock, $0.01 par value, of Associated and rights to
  receive options under certain executive purchase agreements as having been
  exercised and given effect;
 
    (iv) each outstanding share (and fraction thereof) of Associated Class A
  Preferred Stock shall be converted into one share (and corresponding
  fraction thereof) of newly created series A preferred stock of the
  Surviving Corporation (the "Series A Preferred Stock");
 
    (v) each outstanding share (and fraction thereof) of Associated Class B
  Preferred Stock shall be converted into one share (and corresponding
  fraction thereof) of newly created series B preferred stock of the
  Surviving Corporation (the "Series B Preferred Stock"); and
 
    (vi) each outstanding share (and fraction thereof) of Associated Class C
  Preferred Stock shall be converted into one share (and corresponding
  fraction thereof) of newly created series C preferred stock of the
  Surviving Corporation (the "Series C Preferred Stock").
 
  For purposes of the foregoing, the term (i) "Old Shares" means the number of
Shares outstanding (other than AHI Owned Shares and Treasury Shares)
immediately prior to the Effective Time and (ii) "Cash Portion" shall mean a
percentage equal to a fraction expressed as a percentage (rounded to four
decimal places) the numerator of which is the result of subtracting the product
of 7.5% multiplied by the number of Shares outstanding immediately prior to the
Effective Time from the number of Old Shares and the denominator of which is
the number of Old Shares (it being understood that if the numerator is zero,
the "Cash Portion" shall be zero).
 
  In addition, at the Effective Time and by virtue of the Merger, (i) the
certificate of incorporation of the Company as amended by the Merger Agreement
and otherwise as in effect immediately prior to the Merger will continue to be
the certificate of incorporation of the Surviving Corporation, (ii) the bylaws
of the Company as in effect immediately prior to the Effective Time shall be
the bylaws of the Surviving Corporation and (iii) the directors of Associated
immediately prior to the Effective Time of the Merger
 
                                       6

 
shall be the directors of the Surviving Corporation, to serve as such until
their successors are duly elected and qualified, or their earlier death,
resignation or removal.
 
  Fractional Shares. No certificates representing fractional shares of Common
Stock will be issued upon the surrender for exchange of certificates
representing Shares pursuant to the Merger. In lieu of any fractional shares,
each holder of a certificate representing Shares who would otherwise have been
entitled to retain a fraction of a share of Common Stock upon surrender thereof
will have such fractional share rounded to the nearest whole share and will
receive the appropriate new certificate therefor.
 
  Outstanding Options and Warrants of Associated. At the Effective Time, each
outstanding option, warrant or other right to acquire shares of Associated
Common will become the right to purchase, in lieu of Associated Common, the
number of shares of Common Stock of the Company which would have been received
in respect of such option or warrant pursuant to the Merger, if such option or
warrant had been exercised in full immediately prior to the Merger.
 
  Outstanding Options of the Company. The Merger Agreement provides that the
Company will (subject to the approval of the holders thereof) make such
adjustments to all of the outstanding options to purchase Shares as may be
necessary to provide that at the Effective Time each such option, whether or
not then exercisable (the "Company Options"), will, in settlement, be converted
into the right to receive a cash payment in an amount equal to the difference,
if any, between $15.50 (or such higher price as may be paid in the Offer or the
Merger) and the per share exercise price of such Company Option multiplied by
the number of Shares subject to such Company Option. The Company has
represented to Associated that, as of February 10, 1995, the Company had
outstanding options entitling the holders thereof to acquire an aggregate of
1,263,610 Shares.
 
  Representations and Warranties. The Merger Agreement contains various
representations and warranties of the parties thereto. These include
representations and warranties by the Company with respect to corporate
existence and power, capital structure, corporate authorization, Commission
filings, information supplied, compliance with applicable laws, litigation,
title to properties, leased properties, taxes, certain agreements, ERISA
compliance, intellectual property, absence of changes and other matters.
 
  Associated has also made certain representations and warranties with respect
to corporate existence and power, corporate authorization, information
supplied, solvency, financing, Offer documents, financial statements,
compliance with applicable laws, litigation, liabilities, title to properties,
leased properties, taxes, certain agreements, ERISA compliance, absence of
changes and other matters.
 
  Financing. In the Merger Agreement, Associated represented that it has
obtained a Commitment Letter, dated February 13, 1995 from Chase Bank (the
"Chase Commitment") to provide financing sufficient, with new equity to be
obtained by Associated, to finance the purchase of Shares in the Offer and
Merger, refinance the Company's and Associated's existing indebtedness, provide
sufficient working capital, pay fees and expenses related to the transactions
and provide letters of credit under the Benefits Trust Agreement and the Bonus
Trust Agreement (the "Financing"). The Financing is described in greater detail
in the Associated Offer to Purchase. Associated has agreed to use reasonable
best efforts to obtain the Financing.
 
  Associated has agreed to cause to be delivered to the Company prior to the
Expiration Date a solvency opinion from the appraiser employed by Chase Bank
and a customary financial condition certificate from the appropriate officers
of Associated. The Letter of Transmittal to be used by stockholders to tender
their Shares states that it is a condition to such tender that the Company be
furnished such solvency opinion and financial condition certificate and also
that Associated provide the letters of credit contemplated by the Benefits
Trust Agreement and the Bonus Trust Agreement, respectively.
 
                                       7

 
  Conduct of Business Pending the Merger. The Company has agreed that during
the period from the date of the Merger Agreement to the Effective Time, except
as otherwise expressly permitted by the Merger Agreement or consented to by
Associated, (a) the Company and its subsidiaries will carry on their respective
businesses in the usual, regular and ordinary course; (b) the Company will not,
and will not propose to, (i) declare or pay any dividends on or make other
distributions in respect of any of its capital stock (other than regular
quarterly dividends of $0.10 per Share including, if the Merger is not
consummated by June 15, 1995, the quarterly dividend with respect to the fiscal
quarter ending May 31, 1995), (ii) split, combine or reclassify any of its
capital stock or issue or authorize or propose the issuance of any other
securities in respect of, in lieu of or in substitution for shares of capital
stock of the Company or (iii) repurchase or otherwise acquire, or permit any
subsidiary of the Company to purchase or otherwise acquire, any shares of its
capital stock (other than in accordance with the Company's existing stock
option plans) or Company options (except as contemplated by the Merger
Agreement as described above under "Outstanding Options of the Company"); and
(c) the Company will not, and will not permit any subsidiary to, (i) issue,
deliver or sell, or authorize or propose the issuance, delivery or sale of, any
shares of its capital stock of any class, any Voting Debt (as defined in the
Merger Agreement) or any securities convertible into, or any rights, warrants
or options to acquire, any such shares, Voting Debt or convertible securities
(other than the issuance of no more than 10,000 Shares upon the exercise of
stock options granted under the Company stock option plans that were in effect
on the date of the Merger Agreement in accordance with their present terms),
(ii) amend or propose to amend its restated certificate of incorporation or by-
laws (except as contemplated by the Merger Agreement), (iii) acquire or agree
to acquire by merging or consolidating with, or by purchasing a substantial
portion of the assets of, or by any other manner, any business or any
corporation, partnership, association or other business organization or
division thereof or otherwise acquire or agree to acquire any assets which are
material, individually or in the aggregate, to the Company, or purchase assets
(other than inventory and capital expenditures) with an aggregate purchase
price of more than $5,000,000 in the aggregate, (iv) sell, lease or otherwise
dispose of, or agree to sell, lease or otherwise dispose of assets with a fair
market value in excess of $5,000,000 (individually or in the aggregate), except
for inventory, accounts receivable, obsolete or damaged assets and salvage
items and excluding dispositions of assets which are or will be replaced with a
similar type of asset, (v) incur any indebtedness for borrowed money or
guarantee any such indebtedness or issue or sell any debt securities of the
Company or any subsidiary of the Company or guarantee any debt securities of
others other than in accordance with the disclosure schedule provided by the
Company (the "Company Disclosure Schedule") to Associated in connection with
the Merger Agreement or for working capital purposes in the ordinary course of
business or capital expenditures permitted under the Merger Agreement and
refinancings of existing bank indebtedness with the reasonable consent of
Associated, (vi) other than as provided in the Company Disclosure Schedule
adopt or amend in any material respect any collective bargaining agreement or
material employee benefit plan, stock option plan, phantom stock plan or
material vacation plan other than in the ordinary course of business consistent
with past practice except for certain transactions described in the next
paragraph, (vii) increase the aggregate amounts payable under or otherwise
change in a manner materially (in reference to all Executive Contracts (as
defined in the Merger Agreement)) adverse to the Company any other material
term of the Executive Contracts or any other agreement with its executive
officers except as and to the extent disclosed in the Company Disclosure
Schedule and except for increases in the ordinary course of business consistent
with past practice of the Company, or enter into any employment agreement with
any executive officer except with respect to prospective executive officers or
with the prior written consent of Associated which shall not be unreasonably
withheld or delayed, (viii) make any capital expenditures or any commitments
therefor which exceed 120% of the amount set forth in the Company Disclosure
Schedule, or (ix) take any action that would or might result in any of the
representations and warranties of the Company set forth in the Merger Agreement
becoming untrue or in any of the conditions to the Merger set forth therein not
being satisfied.
 
                                       8

 
  Notwithstanding clause (vi) of the preceding paragraph, the Company (a) may
(and after the Expiration Date, to the extent not already paid, shall) pay to
plan participants the following employee benefit obligations on a date selected
by it preceding the first date on which Associated purchases Shares pursuant to
the Offer (i) so-called "top-hat" or supplemental retirement benefits for the
benefit of present or past employees and directors of the Company and (ii)
deferred compensation owing to present or past employees and directors, each as
disclosed in the Company Disclosure Schedule, with the amounts payable being
computed by the Company in accordance with its past practices and in amounts
which shall not exceed the amounts accrued on the Company's books through the
end of the month preceding the date on which Associated first purchases Shares
pursuant to the Offer, plus amounts which the Company estimates would be
accrued through the Effective Time; and (b) may (and after the Expiration Date,
to the extent not already paid, shall) prior to the first date on which
Associated purchases Shares in the Offer, make contributions (calculated in
accordance with past practices) to its profit sharing plan for that portion of
the fiscal year ending August 31, 1995 which it estimates will have elapsed
through the Effective Time.
 
  Other Agreements. The Company and Associated have agreed to use all
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by the Merger Agreement, subject, if applicable, to the
appropriate approval of stockholders of the Company required to so approve,
and, subject in the case of the Company to the exercise by the Board of
Directors of the Company prior to the Expiration Date of its fiduciary duties
under applicable law, as advised by counsel to the Company. If at any time
after the Effective Time, any further action is necessary or desirable to carry
out the purposes of the Merger Agreement or to vest the Surviving Corporation
with full title to all properties, assets, rights, approvals, immunities and
franchises of either of the constituent corporations, the proper officers and
directors of each of Associated and the Company will take all such necessary
action. Associated and the Company have also made certain agreements regarding
access to information and holding in confidence information furnished to them.
 
  No Solicitation. The Company has agreed that it will not, nor will it permit
any of its subsidiaries to, nor will it authorize or permit any officer,
director or employee of or any investment banker, attorney, accountant or other
representative retained by the Company or any of its subsidiaries to, solicit,
initiate or encourage submission of any proposal or offer (including by way of
furnishing nonpublic information about the Company) from any person which
constitutes, or may reasonably be expected to lead to, any Takeover Proposal
(as hereinafter defined); provided, however, that, if determined by the Board
in good faith after consultation with its legal counsel that the failure to do
so would be inconsistent with the fiduciary duties of the Board, the Company
and such other persons shall be entitled to furnish information to any third
party (and enter into agreements with respect to confidentiality and related
matters with such third party) in response to an unsolicited inquiry and to
clarify and refine any details of any offers that may result. The Company will
promptly communicate to Associated the terms of any proposal, discussion or
negotiation, and the identity of the party making such proposal (unless such
party has required that its identity remain confidential), which it may receive
in respect of any actual or potential Takeover Proposal. The term "Takeover
Proposal" means any proposal for a merger or other business combination
involving the Company or any of its subsidiaries or any proposal or offer to
acquire in any manner a substantial equity interest in the Company or any of its
subsidiaries or a substantial portion of the assets of the Company or any of its
subsidiaries. If the Company shall enter into any agreement with a third party
(a "TPC Agreement") with respect to the same or substantially similar matter set
forth in that certain Confidentiality Agreement dated as of November 16, 1994,
among the Company, ASI, and Wingate Partners, as supplemented by letter
agreement dated as of November 16, 1994 (the "Confidentiality Agreement") and
the material terms or conditions of any TPC Agreement are less restrictive on
the third party than the corresponding terms and conditions (excluding the no
hire provisions) of the Confidentiality Agreement, the Confidentiality Agreement
shall automatically be amended to such less restrictive terms and conditions.
 
                                       9

 
  Fees and Expenses. The Merger Agreement provides that all expenses incurred
in connection therewith and the transactions contemplated thereby will be paid
by the party incurring such expenses and, for the purposes of such
determination, expenses to be paid by the Company will include expenses
incurred in connection with the preparation and mailing of the Information
Statement; provided, however, that each party will pay one-half of all fees
and expenses of any consultants retained by mutual agreement of the parties
(other than their respective attorneys, which will be paid by their retaining
party) in connection with obtaining, or seeking to obtain, necessary approvals
under HSR (as herein defined); and provided further that the Company agrees
that aggregate third party expenses (other than legal and accounting fees and
expenses) incurred by the Company in connection with the Merger Agreement and
the transactions contemplated thereby prior to the Expiration Date will not
exceed $2.75 million (subject to an increase by the amount by which certain
fees payable by the Company disclosed prior to the date of the Merger
Agreement to Associated increase if the price paid in the Offer increases),
and that all such third party expenses will be paid or accrued in full prior
to the Closing Date.
 
  Conditions to the Merger. Pursuant to the Merger Agreement, the respective
obligation of each party to effect the Merger is subject to the satisfaction
prior to the Effective Time of the following conditions: (i) the Merger
Agreement will have been approved and adopted by the requisite vote or consent
of the stockholders of the Company, if such vote or consent is required by
applicable law; (ii) all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by,
any governmental entity necessary for the consummation of the transactions
contemplated by the Merger Agreement will have been filed or occurred or have
been obtained; (iii) no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or
other legal restraint or prohibition preventing the consummation of the Merger
will be in effect; and (iv) no action will have been taken nor any statute,
rule or regulation shall have been enacted by any government (or any
governmental body or agency) of the United States or any state thereof or any
foreign country that makes the consummation of the Merger illegal.
 
  If no Shares have been purchased in the Offer, the obligations of Associated
to effect the Merger are subject to the satisfaction of the following
conditions, any or all of which may be waived in whole or in part by
Associated: (i) the representations and warranties of the Company set forth in
the Merger Agreement shall be true and correct in all material respects as of
the date of the Merger Agreement and as of the date of the Merger (the "Merger
Date") as though made on and as of the Merger Date except for changes which do
not have a material adverse effect on the Company; and (ii) the Company shall
have performed all obligations required to be performed by it under the Merger
Agreement at or prior to the date of the Merger (the "Merger Date").
 
  If no Shares have been purchased in the Offer, the obligation of the Company
to effect the Merger is subject to the satisfaction of the following
conditions, any or all of which may be waived in whole or in part by the
Company: (i) the representations and warranties of Associated set forth in the
Merger Agreement shall be true and correct in all material respects as of the
date of the Merger Agreement and as of the Merger Date as though made on and
as of the Merger Date, except as otherwise contemplated by the Merger
Agreement; and (ii) Associated shall have performed in all material respects
all obligations required to be performed by it under the Merger Agreement at
or prior to the Merger Date.
 
  Termination. The Merger Agreement may be terminated and the transactions
contemplated thereby may be abandoned at any time prior to the Effective Time,
(i) by mutual written consent of the Company and Associated provided that
following the purchase of any Shares pursuant to the Offer such consent by the
Company must be approved by a majority of the Continuing Directors, (ii) by
either the Company or Associated if the Merger shall not have been consummated
on or before 5:00 p.m., New York City time, on May 15, 1995 (or such later
date, but not beyond June 30, 1995, to which the Chase
 
                                      10

 
Commitment may be extended (the "Deadline Time")); provided, however, that the
right to terminate the Merger Agreement upon the occurrence of this contingency
shall not be available to any party whose failure to fulfill any obligation
under the Merger Agreement has been the cause of, or resulted in, the failure
of the Effective Time to occur on or before such date and provided further that
the right to terminate the Merger Agreement upon the occurrence of this
contingency shall not be available to Associated if Associated acquires any
Shares pursuant to the Offer, (iii) by either the Company or Associated if any
court or governmental authority of competent jurisdiction shall have issued a
final and nonappealable order, decree or ruling or taken other action,
permanently restraining, enjoining or otherwise prohibiting the making and
consummation of the Offer or consummation of the Merger, (iv) by Associated if
the Offer is not commenced, or terminates or expires without Associated having
purchased any Shares thereunder because of the occurrence and remaining in
effect of any of the events and conditions set forth in paragraphs (a) through
(h) of the Offer Conditions, (v) by the Company if the Offer is not commenced
in accordance with the Merger Agreement or if the Offer shall expire or
terminate without any Shares being purchased thereunder provided, however, that
the Company shall have no right to terminate if the Offer is not commenced due
to a failure of the Company to fulfill any obligation under the Merger
Agreement, (vi) by Associated if no Shares have been purchased pursuant to the
Offer and there has been (a) a material breach of any material agreement on the
part of the Company which, if curable has not been cured or adequate (in the
reasonable judgment of Associated) assurance of cure given, in either case
within five (5) business days following notice of such breach from Associated
or if less, the time remaining to the then scheduled Expiration Date or (b) a
breach of a representation or warranty of the Company (assuming that such
representation or warranty were remade as of the date of notice from the
Company) which (individually or, together with other such breaches, in the
aggregate) has or would reasonably be expected to have a material adverse
effect on the Company and which has not been cured within five (5) business
days (or, if less, the time remaining to the then scheduled Expiration Date)
following notice of such breach from Associated, (vii) by the Company, so long
as Associated has not purchased any Shares pursuant to the Offer, if there has
been (a) a material breach of any material agreement on the part of Associated
which if curable has not been cured or adequate (in the reasonable judgment of
the Company) assurance of cure given, in either case within five (5) business
days following notice of such breach from the Company or, if less, the time
remaining to the then scheduled Expiration Date or (b) a breach of a
representation or warranty of Associated (assuming that such representation or
warranty was remade as of the date of notice of breach from the Company) which
(individually or, together with other such breaches, in the aggregate) has or
would reasonably be expected to have a material adverse effect on Associated or
the Surviving Corporation and which has not been cured within five (5) business
days (or, if less, the time remaining to the then scheduled Expiration Date)
after notice from the Company, (viii) by the Company, so long as Associated has
not purchased any Shares pursuant to the Offer, if the Company determines to
accept a Superior Takeover Proposal (as defined below), provided, that the
Company shall not be permitted to terminate the Merger Agreement under the
circumstance described under this clause (viii) unless the Company has provided
Associated with twenty-four hours' (or if less, the period then remaining to
4:59 p.m., New York City time on the then scheduled Expiration Date) prior
written notice of its intent to so terminate the Merger Agreement (together
with a summary of the material terms of such Superior Takeover Proposal), and
(ix) by Associated if (a) the Company shall enter into a definitive agreement
or agreements related to or providing for any Takeover Proposal, (b) any person
shall announce its intention to commence a tender offer for all or any portion
of the outstanding Shares or make a Takeover Proposal and the Offer has
remained open for at least 20 business days and at least a majority of the
outstanding shares shall not have been properly tendered and unwithdrawn prior
to the expiration of the Offer, (c) the Board of Directors of the Company shall
withdraw, modify or change in a manner adverse to Associated its recommendation
of the Offer or the Merger Agreement, unless simultaneously with such adverse
change in recommendation the Company shall deliver to Associated notice of
termination of the Merger Agreement pursuant to clause (viii) above and shall
publicly announce that it has done so, or (d) any person (within the meaning of
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder) acquires beneficial ownership of 40% of
 
                                       11

 
the outstanding Shares. Notwithstanding the immediately preceding sentence,
Associated may not terminate the Merger Agreement pursuant to clause (ix)(c)
if at the time of such adverse change in recommendation and at all times
thereafter the Minimum Condition is and remains satisfied; provided, however,
that even if the Minimum Condition is and remains satisfied, Associated may
terminate the Merger Agreement pursuant to clause (ix)(c), (A) at any time
after an adverse change in recommendation if Associated has been advised in
writing by Chase Bank that the financing of the Offer and the Merger will not
be made available, or (B) at the opening of business on the scheduled
Expiration Date (as it may be extended by Associated in accordance with the
Merger Agreement) if any of the events or circumstances described in clauses
(a) through (i), inclusive, under the "Offer Conditions" shall have occurred
and be continuing. "Superior Takeover Proposal" is defined to mean a Takeover
Proposal which the Board of Directors of the Company determines in good faith
(A) is on terms more favorable to the stockholders of the Company than the
Offer and Merger, taken as a whole, and (B) has a reasonable prospect of being
consummated in accordance with its terms.
 
  Fees and Expenses Payable upon Termination. If the Merger Agreement is
terminated by the Company pursuant to clause (viii) of the preceding paragraph
or by Associated pursuant to clause (ix)(a) of the preceding paragraph, the
Company is required to pay Associated or its designee $5,000,000 plus
Associated's expenses relating to the Offer and Merger up to $2,500,000. If
the Merger Agreement is terminated by Associated pursuant to clause (ix)(b) or
(ix)(d) of the preceding paragraph and the Company within 135 days thereafter
enters into a letter of intent, memorandum of understanding or similar
agreement or definitive transaction agreement with the person or group
acquiring 40% beneficial ownership (if clause (ix)(d)) or the person making
the Takeover Proposal (if clause (ix)(b)), the Company is required to pay
Associated upon consummation of the transaction contemplated by such letter of
intent, memorandum, similar agreement or definitive transaction agreement
$5,000,000 plus Associated's expenses relating to the Offer and Merger up to
$2,500,000. If the Merger Agreement is terminated by Associated pursuant to
clause (ix)(c) of the preceding paragraph, then the Company shall pay to
Associated the sum of $7,500,000 plus the amount of its expenses up to
$2,500,000.
 
  Indemnification. Associated (from and after the purchase of Shares in the
Offer) and the Surviving Corporation (and the Company prior to the Effective
Time) have agreed that, until June 30, 2000, Associated, the Company (prior to
the Effective Time) and the Surviving Corporation (after the Effective Time)
shall provide officers' and directors' liability insurance covering each
present and former director, officer, employee, and agent of the Company and
each present and former director, officer, employee, agent or trustee of any
employee benefit plan for employees of the Company (the "Indemnified
Persons"), who is currently covered by the Company's officers' and directors'
liability insurance or will be so covered on the Merger Date with respect to
actions and omissions occurring on or prior to the Merger Date, which
liability insurance is no less favorable than such insurance maintained in
effect by the Company on the date of the Merger Agreement in terms of coverage
and amount, subject to certain limits based on the size of annual premiums
therefor. In addition, Associated and the Surviving Corporation (and the Company
prior to the Effective Time) have agreed that, until at least June 30, 2000, the
provisions of the certificate of incorporation and bylaws of the Surviving
Corporation shall provide indemnification to the Indemnified Persons on terms,
in a manner, and with respect to matters, which are no less favorable than the
restated certificate of incorporation and bylaws of the Company and its
subsidiary, USSC, as in effect on the date of the Merger Agreement.
 
  Amendment. The Merger Agreement may be amended by Associated and the Company
by action taken by their respective boards of directors, at any time before or
after any required approval of matters presented in connection with the Merger
by the stockholders of the Company but, after any such approval, no amendment
shall be made which by law requires further approval by such stockholders
without such further approval. Any amendment of the Merger Agreement or waiver
by the Company thereunder after the purchase by Associated of Shares in the
Offer requires the concurrence of the Continuing Directors.
 
 
                                      12

 
  Timing. The exact timing and details of the Merger will depend upon legal
requirements and a variety of other factors, including the number of Shares
acquired by Associated pursuant to the Offer. However, under the terms of the
Chase Commitment, Associated has agreed to effect the Merger (i) not more than
24 hours after the closing of the Offer if at least 90.0% of the Shares are
acquired in the Offer, (ii) not more than 30 days after the closing of the
Offer if at least 80.0% of the Shares are acquired in the Offer and (iii) in
any event, by the earlier of (a) the date 60 days after the closing of the
Offer and (b) May 15, 1995.
 
  Offer Conditions. Notwithstanding any other provision of the Offer,
Associated shall not be required to accept for payment, purchase or pay for any
Shares tendered, and may postpone the acceptance for payment, the purchase of,
or payment for, Shares, and, subject to the terms of the Merger Agreement, may
amend, extend or terminate the Offer if (i) a number of Shares when added to
Shares beneficially owned by Associated, which is not less than a majority of
the Shares outstanding on a fully- diluted basis (or, if a lesser number, at
the option of Associated, on an issued and outstanding basis), shall not have
been validly tendered pursuant to the Offer and not withdrawn prior to the
Expiration Date (the "Minimum Condition"), or (ii) at any time on or after
February 13, 1995 and prior to acceptance for payment of any Shares tendered
pursuant to the Offer, any of the following events shall occur or circumstances
exist:
 
    (a) there shall be in effect any temporary restraining order, preliminary
  or permanent injunction or other order issued by any court of competent
  jurisdiction or other legal restraint or prohibition preventing the Offer
  or the Merger, which shall remain in effect as of the Expiration Date;
 
    (b) there shall be any action taken or any statute, rule or regulation
  enacted, applicable to the Offer or the Merger by any government (or any
  governmental body or agency) of the United States or any state thereof or
  any foreign country that makes illegal the consummation of the Offer or the
  Merger;
 
    (c) any authorization, consent, order or approval of, or declaration or
  filing with, or expiration of waiting period imposed by, any court,
  administrative agency or commission or other governmental authority or
  instrumentality, domestic or foreign, necessary for the consummation of the
  Offer shall not have been filed, occurred or been obtained;
 
    (d) there shall have occurred (i) any general suspension of, or
  limitation on prices for, trading in securities on the New York Stock
  Exchange or National Association of Securities Dealers Automated Quotations
  System, (ii) a declaration of a banking moratorium or any limitation or
  suspension of payments by any U.S. governmental authority on the extension
  of credit by lending institutions, (iii) a commencement of war or armed
  hostilities directly involving the United States, (iv) any limitation
  (whether or not mandated) by any governmental authority which will
  materially adversely affect the extension of credit by banks or other
  lending institutions in the United States, or (v) in the case of any of the
  foregoing existing on or before February 13, 1995, a material acceleration
  or worsening thereof;
 
    (e) the Merger Agreement shall have been terminated by the Company, on
  the one hand, or Associated, on the other hand, in accordance with its
  terms or Associated and the Company shall have reached an agreement
  providing for the termination of the Offer;
 
    (f) Associated shall have failed to obtain the proceeds of the Financing;
 
    (g) the representations and warranties of the Company set forth in the
  Merger Agreement shall be untrue in any material respect and the facts or
  events causing the representation or warranty to be untrue shall have or
  would reasonably be expected to have a material adverse effect on the
  Company;
 
    (h) the Company shall have failed to perform in all material respects its
  material obligations under the Merger Agreement to be performed by it on or
  prior to the Expiration Date; or
 
 
                                       13

 
    (i) the Company shall not have obtained the Material Consents (as defined
  in the Merger Agreement) on or prior to the Expiration Date.
 
  The foregoing conditions may be asserted by Associated regardless of the
circumstances (including any action or inaction by Associated or any of its
affiliates) giving rise to such condition and are for the sole benefit of
Associated and its affiliates. The foregoing conditions, other than the Minimum
Condition, may be waived by Associated in whole or in part at any time and from
time to time in its sole discretion. The failure by Associated at any time to
exercise any of the foregoing rights will not be deemed a waiver of any other
rights and each such right will be deemed an ongoing right which may be
asserted at any time and from time to time.
 
  Certain Employee Benefits Matters. Associated, the Company, and the Surviving
Corporation have agreed to maintain and honor, from and after the earlier of
the purchase of Shares by Associated pursuant to the Offer and the Effective
Time and for a period of not less than one year after the Effective Time, the
severance policy of the Company and USSC for terminated non-officer employees
as in effect on the Closing Date, or, in the alternative, will replace such
policies, and keep in effect a policy providing to the employees a severance
policy which equals or has more favorable terms, compensation, and benefits
than the severance policy for the Company or USSC.
 
  In addition, from and after the earlier of the purchase of Shares by
Associated pursuant to the Offer and the Effective Time, Associated, the
Company and the Surviving Corporation have agreed to perform all obligations of
the Company and its subsidiaries under all of their existing agreements with
directors, officers, employees and former employees including those described
above under "Arrangements with Directors and Executive Officers". Associated
further agreed to refrain from making certain amendments to the Company's
Pension Plan.
 
  The Merger Agreement provides that, prior to the acceptance for payment of
Shares pursuant to the Offer, (i) the Company will execute and deliver the
Benefits Trust Agreement substantially in the form attached to the Merger
Agreement and the Bonus Trust Agreement substantially in the form attached to
the Merger Agreement respectively, and (ii) Associated will give its written
consent to the Benefits Trust Agreement and Bonus Trust Agreement. Simultaneous
with the payment for Shares accepted for payment pursuant to the Offer,
Associated will deposit with the Trustee under the Benefits Trust Agreement a
letter of credit issued by Chase Bank in the face amount of $24.0 million and
with the Trustee under the Bonus Trust Agreement a letter of credit issued by
Chase Bank in a face amount equal to the dollar amount reasonably determined by
the Company to have accrued or to accrue under the Company's EBP and MIP in
accordance with the terms of such plans but not to exceed $6.0 million.
 
  Press Release. The text of the press release issued by the Company announcing
the execution of the Merger Agreement is filed as Exhibit 21 hereto and is
incorporated herein by reference.
 
THE TENDER AGREEMENTS
 
  Tender of Shares. Simultaneously with the execution of the Merger Agreement,
Associated and each of the Seller Stockholders entered into the Tender
Agreement. Upon the terms and subject to the conditions of such agreement, the
Seller Stockholders have severally agreed to validly tender and not to withdraw
pursuant to and in accordance with the terms of the Offer, the respective
number of Shares owned beneficially by them. Each Seller Stockholder further
agreed that the transfer to Associated in the Offer of its Shares will pass to
and unconditionally vest in Associated good and valid title to such Shares.
 
  Voting. Each Seller Stockholder has agreed that, subject to certain
termination provisions set forth below, at any meeting of the Company's
stockholders or in connection with any written consent of the Company's
stockholders, such Seller Stockholder will vote (or cause to be voted) the
Shares held of record or beneficially by such stockholder in favor of the
Merger, the Merger Agreement and all transactions arising out of the Merger
Agreement which require Stockholder approval.
 
                                       14

 
  Representations, Warranties and Covenants. In connection with the Tender
Agreement, the Seller Stockholders have made certain customary representations,
warranties and covenants, including with respect to (i) their ownership of the
Shares, (ii) their authority to enter into and perform their obligations under
the Tender Agreement, (iii) the receipt of requisite governmental consents and
approvals, (iv) the absence of liens and encumbrances on and in respect of
their Shares and (v) restrictions on the transfer of their Shares.
 
  Restrictions on Transfer. The Seller Stockholders have agreed not to sell or
transfer their Shares prior to the termination of the Tender Agreement except
to a person, partnership, trust or other entity who or which agrees in writing
to be bound by the terms, provisions and conditions of the Tender Agreement.
 
  Termination. The Tender Agreement terminates upon the occurrence of (i) the
Effective Time, (ii) the termination of the Merger Agreement in accordance with
its terms, (iii) any time following the public announcement by any person of
any offer to acquire at least a majority of the outstanding Shares which the
Seller Stockholder reasonably believes is likely to be consummated and offers a
higher economic value to the Seller Stockholder than the Offer and where the
Seller Stockholder gives notice to Associated of such termination or (iv) the
Board shall withdraw, modify or change in a manner adverse to Associated, its
recommendation set forth in the Merger Agreement, provided that the Board shall
have received an opinion of counsel that the Board is required to so withdraw,
modify or change such recommendation in the exercise of its fiduciary duties.
 
CONFIDENTIALITY AGREEMENT
 
  On November 16, 1994, the Company, ASI and Wingate Partners, L.P. ("Wingate")
entered into the Confidentiality Agreement. Pursuant to the Confidentiality
Agreement, ASI and Wingate agreed to treat in strict confidence all information
furnished by the Company. In addition, ASI and Wingate agreed to not purchase
any shares or pursue an acquisition of the Company in any manner for a period
of three years without the prior written consent of the Company. The foregoing
summary of the Confidentiality Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Confidentiality
Agreement which is filed as Exhibit 22 to this Schedule 14D-9.
 
  Except as described above, to the best knowledge of the Company, as of the
date hereof, there exists no material contract, agreement, or understanding and
no material actual or potential conflict of interest between the Company or its
affiliates and (i) the Company, its executive officers, directors or affiliates
or (ii) Associated, ASI, or either's executive officers, directors or
affiliates.
 
ITEM 4. THE SOLICITATION OR RECOMMENDATION
 
  (a) Recommendation
 
  The Board of Directors of the Company (with one director, who is the managing
partner of William Blair & Company, one of the Company's financial advisors,
abstaining solely due to such status) has unanimously approved the Merger
Agreement, the Offer and the Merger and determined that the Offer and the
Merger, taken as a whole, are fair to, and in the best interests of, the
stockholders of the Company. The Board of Directors recommends that all holders
of Shares accept the Offer and tender their Shares pursuant to the Offer.
 
  (b)(i) Background
 
  In December 1993, representatives of Wingate contacted the Company concerning
a possible merger of Associated with the Company. After discussions between the
Company and Associated and several meetings among representatives of the
Company and ASI, the Company determined not to pursue a merger with Associated
and so informed Wingate.
 
                                       15

 
  In late October 1994, Wingate contacted Joel D. Spungin, Chairman of the
Board and Chief Executive Officer of the Company, to inquire whether the
Company would entertain an acquisition proposal from ASI.
 
  On November 14, 1994, Thomas W. Sturgess, Chairman of the Board and Chief
Executive Officer of Associated and ASI, contacted Mr. Spungin and proposed
that ASI purchase all of the outstanding common stock of the Company at a price
of $13.50 per share and suggested a meeting to discuss the proposal.
 
  On November 18, 1994, Mr. Sturgess met with Mr. Spungin and other
representatives of the Company. The ASI offer was rejected.
 
  During the week of November 21, 1994, Mr. Spungin informally informed the
members of the Board of ASI's interest in acquiring the Company and proposed
that the Company retain William Blair & Company ("William Blair") as the
Company's financial advisor in connection with the ASI proposal. On November
30, 1994, the Company formally engaged William Blair to serve as its financial
advisor.
 
  On December 8, 1994, Mr. Sturgess met with representatives of the Company and
suggested that ASI would be willing to pay $15 per share for the Company, but
that financing to acquire more than 92.5% of the Shares was incomplete. He
suggested that, as an alternative to a $15 per share all cash offer for all the
outstanding shares, ASI acquire 92.5% of the outstanding Shares, with the 7.5%
balance to remain in the hands of the Company stockholders and represent 7.5%
of the outstanding shares of the combined company holding all the businesses
and assets of the Company and ASI.
 
  Representatives of the Company suggested on behalf of the Company that ASI
should attempt to put together an all cash bid, or that, alternatively, the
Company stockholders should be permitted to retain a greater than 7.5% interest
in the combined company.
 
  On December 12, 1994, Mr. Sturgess contacted William Blair on behalf of the
Company to state that he was prepared to increase the percentage of the
combined company which the Company stockholders would retain. After
discussions, Mr. Sturgess stated that he was prepared to make a proposal
pursuant to which a 19% interest in the combined company would be retained by
the Company's stockholders.
 
  During the week of December 12, 1994, Mr. Spungin informed members of the
Board that potential strategic buyers of the Company would be contacted by
William Blair to determine whether they would have an interest in pursuing
discussions with the Company. Thereafter, William Blair, on behalf of the
Company, contacted seven companies to determine whether they would be
interested in considering a transaction with the Company. Mr. Spungin
personally contacted three additional companies. None of the companies
contacted expressed any interest in entering into discussions with the Company.
Only potential strategic buyers were contacted as it was determined that it was
unlikely that a non-strategic buyer would be able to finance an offer that
would match the price offered by ASI.
 
  On December 19, 1994, the Board authorized continued discussions with ASI.
Although discussions were very tentative and preliminary and ASI had not
furnished evidence of financing for the transaction, the Board authorized the
signing of a non-binding letter of intent in order to permit filings by Wingate
and the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
("HSR").
 
  The Board was also informed that the Company intended to announce preliminary
sales and earnings for the first fiscal quarter, ended November 30, 1994. The
Board was informed that the Company would report record first quarter sales of
$402 million, net income of $6.9 million and earnings per share of $0.37, above
the published estimates of analysts who follow the Company.
 
 
                                       16

 
  On December 21, 1994, the Company and ASI executed a non-binding letter of
intent providing for a price of $15 per share for 92.5% of the Company's shares
and a 19% interest in the combined company to be retained by the Company
stockholders. The letter of intent was included in the HSR filing made on
December 30, 1994.
 
  On December 29, 1994, the Company issued a press release announcing its
earnings for the first fiscal quarter, ended November 30, 1994.
 
  In the first week of January 1995, the parties commenced their due diligence
investigations of the proposed transaction. Discussions concerning the
transaction continued between the parties and their representatives.
 
  On January 6, 1995, at a telephone meeting, the members of the Board were
informed that the pace of the Company's business continued strong in December.
The members of the Board also received an update to the effect that there had
not been any response from potential buyers other than Associated.
 
  Pursuant to an amendment to the letter of intent, dated January 6, 1995, the
Company agreed to reimburse ASI for its expenses up to $1,500,000 if the
Company entered into a transaction with another party not affiliated with ASI
before March 31, 1995. On January 7, 1995, ASI informed the Company that it had
obtained a financing commitment for funds sufficient to complete the proposed
transaction. On January 9, 1995, the Company issued a press release stating
that it had entered into the non-binding letter of intent.
 
  On January 20, 1995, the Company formally engaged Lazard Freres & Co.
("Lazard Freres") to serve as a financial advisor and to render an opinion as
to the fairness of the proposed transaction.
 
  On January 26, 1995, on behalf of the Company, William Blair requested that
ASI increase the consideration payable in the transaction. After several
discussions between representatives of the Company and ASI, ASI agreed to
increase the consideration to $15.50 per share for 92.5% of the outstanding
common stock and to increase to 20% the interest in the combined company to be
retained by the Company's stockholders.
 
  During the period from mid-January to February 13, 1995, extensive
negotiations on the terms of the transaction continued. During this period,
Associated determined that it instead of ASI would become the party to the
Merger Agreement, conduct the tender offer and merge with and into the Company.
 
  The Board met and held extensive discussions on February 8, 1995, February
10, 1995 and February 13, 1995. The Board considered presentations from and
reviewed the terms and conditions of the Merger Agreement and the Transaction
with, among others, senior executive officers of the Company, the Company's
legal counsel and the Company's financial advisors, William Blair and Lazard
Freres. On February 13, 1995 the Board also received the formal fairness
opinions of William Blair and Lazard Freres.
 
  On February 13, 1995, the Board approved the Merger Agreement and resolved to
recommend that the stockholders of the Company tender their shares of common
stock pursuant to the Offer. As was required under the terms of the Merger
Agreement, concurrently with the execution of the Merger Agreement, certain
stockholders of the Company executed the Tender Agreements.
 
  (b)(ii) Reasons for the Recommendations
 
  Prior to approving the Merger Agreement and the transactions contemplated
thereby, the Board at its meetings on February 8, 1995, February 10, 1995 and
February 13, 1995 considered presentations
 
                                       17

 
from and reviewed the terms and conditions of the Merger Agreement and the
Transaction with, among others, senior executive officers of the Company, the
Company's legal counsel and the Company's financial advisors, William Blair and
Lazard Freres. In reaching the conclusions set forth in paragraph (a) above,
the Board of Directors of the Company considered a number of factors including,
without limitation, the following:
 
    (A) The consideration offered by Associated;
 
    (B) The Company's financial condition, results of operations, assets,
  liabilities, business and prospects and industry, economic and market
  conditions, including the inherent risks and uncertainties in the Company's
  lines of business and in the Company's expansion plans, in each case on a
  historical, current and prospective basis;
 
    (C) Management's analysis of the future prospects of the Company on a
  stand alone basis. In this regard, the Board considered a report to the
  Board by management concerning the state of the office products industry.
  The Company's ability to sustain the very positive growth reflected in its
  recent financial performance (which has continued into the current fiscal
  quarter) in the future was viewed in the context of the Company's historic
  earnings volatility, the continuing consolidation in the industry generally
  and at the independent dealer level (the Company's primary customer base)
  in particular, the increasing presence of larger dealers and buying groups,
  the effect of the continued growth of superstores and direct manufacturer
  sales efforts and the resulting high level of uncertainty about the future
  of the office products wholesaling business. In this regard, the Board
  observed that the Surviving Corporation as a larger organization would be
  better able to compete in a consolidating industry but the proposed
  transaction would not subject the stockholders of the Company to the entire
  costs and risks of acquiring ASI;
 
    (D) The historical and recent market prices for the Shares and potential
  future share prices. In this regard, the Board considered that the
  Company's historical trading multiple has consistently lagged behind that
  of its relative peers and traditional market indices;
 
    (E) The structure of the Transaction in that it affords the Company's
  stockholders the opportunity to receive cash for their Shares and,
  depending on the number of Shares purchased pursuant to the Offer, retain a
  significant interest in the future performance in the Surviving
  Corporation;
 
    (F) The opinions of William Blair and Lazard Freres that the
  consideration to be paid to the stockholders in the Offer and the Merger
  (taken as a whole, and taking into account both the cash payable in the
  Offer and the Merger and the 20% retained interest in the Surviving
  Corporation) pursuant to the Merger Agreement is fair, from a financial
  point of view, to the stockholders. A copy of the written opinion of
  William Blair and the written opinion of Lazard Freres, each dated February
  13, 1995, to such effect and describing the assumptions made, matters
  considered and limitations of the reviews are attached as Annexes A and B,
  respectively hereto, and are incorporated herein by reference. Stockholders
  are encouraged to read such opinions carefully and in their entirety;
 
    (G) The conclusion of William Blair and Lazard Freres that based on the
  projections of the Company's management, it was highly unlikely that a non-
  strategic buyer could finance an offer that would match the price offered
  by Associated;
 
    (H) The likelihood of competing offers for the Company. The Board
  considered that during December 1994, a "market check" of potential
  strategic buyers conducted by William Blair and Mr. Spungin indicated a
  lack of interest in acquiring the Company. The Board further considered the
  fact that, since the public announcement of preliminary merger discussions
  on January 9, 1995, the Company had received no requests for information or
  offers from other parties;
 
    (I) The fact that, although the Merger Agreement does not permit the
  Company, its subsidiaries or its representatives, in general, to solicit,
  initiate, or encourage submissions (including by way of furnishing
  nonpublic information) of any potential Takeover Proposal (as defined in
  the Merger Agreement), the Company may, in response to unsolicited
  inquiries to the extent the failure to do
 
                                       18

 
  so would be inconsistent with the fiduciary obligations of the Board,
  furnish information and attempt to clarify and refine any Takeover Proposal
  with respect to the Company provided Associated will be notified of such
  inquiries;
 
    (J) The fact that, in the event that the Board of Directors of the
  Company determines to accept a Superior Takeover Proposal (as defined in
  the Merger Agreement), the Board may give 24 hours notice to Associated and
  terminate the Merger Agreement, subject to payment of a termination fee of
  $5,000,000 plus Associated's expenses up to $2,500,000;
 
    (K) The reputation in the marketplace of Wingate, which owns the majority
  of Associated's capital stock, and Wingate's record of successfully
  completing acquisitions. The Board also considered the Chase Commitment,
  furnished to the Board by Associated with respect to the Financing;
 
    (L) The fact that certain holders of large numbers of Shares had informed
  the Company of their desire to sell their Shares, and the potential impact
  on the market price of the Shares of such substantial sales of Shares into
  the market; and
 
    (M) The fact that management's projections must be considered in light of
  the Company's historic earnings volatility, the fact that it is currently
  very difficult to reliably project future results of the Company due to the
  rapid and substantial changes which are occurring in the markets served by
  the Company, and the changing nature of the Company's product mix.
 
  The Board evaluated the factors listed above in light of the directors'
knowledge of the business and operations of the Company and in their business
judgement. In view of the variety of factors considered by the Board in
connection with its evaluation of the Merger Agreement and the Transaction, the
Board did not find it practicable to and did not quantify or otherwise assign
relative weight to the specific factors considered in reaching its
determination. In addition, individual members of the Board may have given
different weights to different factors in making their individual
determinations.
 
  (b)(iii) Special Considerations
 
  In determining whether to tender their Shares, stockholders should consider
carefully the following factors among others. Some of these considerations
result from the substantial changes in the Company arising from the
transactions contemplated by the Merger Agreement.
 
  Preliminary Second Quarter Results. The Company's second fiscal quarter ends
on February 28, 1995. Although the Company would not normally announce its
quarterly results until the end of March, the Company believes that it is
appropriate in the circumstances to state its present view as to the
anticipated results for the second fiscal quarter based on results to the date
of this Statement. The Company anticipates that for the second fiscal quarter
it will report earnings per share of approximately $.40 compared with $.21 for
the second fiscal quarter of fiscal 1994, an increase of 90%. If the
anticipated second quarter results are realized, earnings per share for the
first six months of fiscal 1995 will be approximately $.77 per share compared
to $.53 per share for the first six months of fiscal 1994, an increase of 45%.
 
  Potential Ordinary Income Treatment of Cash Received in the Merger. Under the
terms of the Offer and Merger, in general terms, if more than approximately 70%
(but 92.5% or less) of the Shares are purchased in the Offer, depending upon
how many of his or her Shares a stockholder tenders, a stockholder who receives
cash in the Merger may not have a sufficient reduction in his or her
"proportionate interest" in the Company to qualify under the applicable safe
harbor for federal income tax purposes, such that the stockholder may not
recognize capital gain or loss unless the reduction is "meaningful." Generally,
if more than approximately 76% (but 92.5% or less) of the Shares are purchased
in the Offer, a stockholder may in fact have an increase in his proportionate
interest in the Company. If a stockholder's proportionate interest is increased
or not meaningfully reduced, it is likely
 
                                       19

 
that the stockholder will be treated as having dividend income equal to the
cash received in the Merger, which would be taxed at ordinary income tax rates
(subject to a possible dividend received deduction in the case of corporate
stockholders), rather than capital gain income, taxed at the lower capital gain
rates (assuming a more than one year holding period of the stockholder's
Shares) with the ability to offset a part of the stockholder's basis in his or
her shares against such gain, if any. EACH STOCKHOLDER SHOULD CONSULT HIS OR
HER OWN TAX ADVISOR WITH REGARD TO THE TAX CONSEQUENCES OF THE TRANSACTION.
 
  Effects of Partial Tender Offer. As described in the Associated Offer to
Purchase, Associated is offering to purchase for cash only 17,201,839 Shares
representing 92.5% of the Company's currently outstanding Shares. If 17,201,839
Shares or less are tendered pursuant to the Offer stockholders who have
tendered Shares will receive only the cash consideration of $15.50 per share in
respect of Shares tendered by them and will not with respect to such Shares
participate in the retained interest in the Surviving Corporation. Conversely,
if the Merger is consummated, Shares not tendered in the Offer will, depending
upon the number of Shares purchased in the Offer, be partially converted into
cash which will be less than $15.50 per portion of Share converted and
represent a pro rata portion of the aggregate 20% retained interest in the
Surviving Corporation.
 
  The following table illustrates generally the effects of the conversion of
Shares not purchased in the Offer pursuant to the Merger Agreement. Reference
is made to "The Merger Agreement--Effects of the Merger" for a detailed
description of the conversion formula. The following assumes there are
18,596,582 Shares outstanding immediately prior to the effectiveness of the
Merger. The net result of the conversion of Shares in the Merger in all cases
will be that a total of approximately 1,394,744 Shares will remain outstanding
and represent in the aggregate 20% of the outstanding common stock of the
Company as the Surviving Corporation on a fully diluted basis.
 


                                      PORTION OF               PORTION OF EACH
           NUMBER OF SHARES           EACH SHARE       CASH    SHARE TO REMAIN
        PURCHASED IN THE OFFER     CONVERTED TO CASH PER SHARE   OUTSTANDING
        ----------------------     ----------------- --------- ---------------
                                                      
      9,298,292 (50% plus 1 Share)       85.00%       $13.17        15.00%
     12,087,778 65%                      78.57         12.18        21.43
     14,877,266 80%                      62.50          9.69        37.50
     16,736,924 90%                      25.00          3.88        75.00
     17,201,839 92.5%                     0.00          0.00       100.00

 
  Leverage of the Surviving Corporation. The Company has historically operated
its business without the levels of long-term debt contemplated to be incurred
by the Surviving Corporation. As of August 31, 1994, consolidated long-term
indebtedness (including current maturities) of the Company was $155.7 million
or approximately 39% of its total consolidated capitalization, and the
Company's debt to equity ratio was .63 to 1. Based on the pro forma financial
statements prepared by Associated and included in the Offer to Purchase, upon
consummation of the Merger and Subsidiary Merger, the Surviving Corporation
(which includes the consolidated assets and liabilities of both Associated and
the Company) will have approximately $550.2 million of consolidated long-term
indebtedness outstanding (including current maturities) which will constitute
approximately 91.2% of its total consolidated capitalization and a debt to
equity ratio of 10.4 to 1.
 
  The degree to which the Surviving Corporation will be leveraged could have
important consequences to holders of Shares in the Surviving Corporation,
including the following: (i) the Surviving Corporation's ability to obtain
additional financing in the future for working capital, capital expenditures,
general corporate purposes or other purposes may be impaired; (ii) a
substantial portion of the Surviving Corporation's cash flow from operations
must be dedicated to the payment of principal and interest on its indebtedness;
(iii) the Surviving Corporation may be more vulnerable to economic downturns,
may be limited in its ability to withstand competitive pressures and may have
reduced flexibility in responding to changing business and economic conditions;
and (iv) fluctuations in market interest rates will affect
 
                                       20

 
the cost of the Surviving Corporation's borrowings since interest under its
various loan documents will be payable at variable rates. The Surviving
Corporation's ability to service its indebtedness will be dependent on its
future performance, which will be affected by prevailing economic conditions
and financial, business and other factors, certain of which are beyond the
Surviving Corporation's control.
 
  Change of Control. Upon the successful consummation of the Offer, Associated
will assume effective control of the Company, and, pursuant to the terms of the
Merger Agreement, depending on the number of Shares purchased in the Offer,
five or six of the nine members of the Board will resign and will be replaced
by an equal number of new members who will be designated by Associated. Upon
completion of the Merger, the former holders of Associated Common or options,
warrants or other rights to purchase the Associated Common or Associated
nonvoting common stock will control 80% of the common stock of the Surviving
Corporation outstanding on a fully diluted basis. The pre-Merger stockholders
of the Company (other than Associated) will hold, in the aggregate, a minority
interest in the Surviving Corporation. Under the Surviving Corporation's
restated certificate of incorporation, virtually all fundamental corporate
changes may be effected by a vote of the holders of a majority of the
outstanding Shares of the Surviving Corporation. Moreover, the holders of a
majority of the Shares of the Surviving Corporation may elect the entire Board
following the consummation of the Offer.
 
  No Payment of Dividends. Following the consummation of the Merger, the
Company has been advised that Surviving Corporation does not intend to pay cash
dividends on the Shares and currently intends for the foreseeable future to
retain its earnings for use in its business. Under the terms of the Financing,
following the Merger, USSC may not pay any dividends to the Surviving
Corporation to fund dividends by the Surviving Corporation to its stockholders.
 
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
 
  The Company has retained William Blair and Lazard Freres as financial
advisors in connection with the Transaction.
 
  Pursuant to an engagement letter agreement dated as of November 30, 1994,
between the Company and William Blair, the Company (i) upon the execution of
such agreement, paid William Blair a fee of $25,000, (ii) upon the rendering of
its opinion referred to under Item 4(b)(ii), became obligated to pay William
Blair a fee of $150,000, and (iii) upon the consummation of the Transaction, is
obligated to pay William Blair a fee of .675% of the total consideration paid
to the shareholders of the Company pursuant to the Transaction, less the
amounts paid pursuant to clauses (i) and (ii) (upon the consummation of the
Transaction, such fee pursuant to this clause (iii) will equal approximately
$1.77 million). The Company has also agreed to reimburse William Blair for its
out-of-pocket expenses, including fees and expenses of its counsel, and to
indemnify William Blair and its partners, employees, agents, affiliates and
controlling persons against certain liabilities arising out of or relating to
its engagement.
 
  William Blair is a nationally recognized investment banking firm, regularly
engaged in the valuation of investment securities in connection with public
offerings, private placements, business combinations, estate and tax valuations
and similar transactions. William Blair was selected by the Company as a
financial advisor because of its extensive prior experience, reputation and
expertise in corporate finance and in providing fairness opinions in prior
transactions. In the past, William Blair has provided investment banking and
financial advisory services to the Company. Mr. Coolidge, Managing Partner of
William Blair, serves the Company as a member of the Board.
 
  Pursuant to an engagement letter dated as of January 20, 1995, between the
Company and Lazard Freres, the Company agreed to pay Lazard Freres a fee of
$500,000, which became payable upon the rendering of its opinion referred to
under Item 4(b)(ii). The Company has also agreed to reimburse Lazard Freres for
its out-of-pocket expenses, including up to $50,000 of fees and expenses of its
legal counsel, and to indemnify Lazard Freres and its partners, employees,
agents, affiliates and controlling persons against certain liabilities arising
out of or relating to its engagement.
 
                                       21

 
  Lazard Freres is an internationally recognized investment banking firm and
regularly engages in the valuation of businesses and their securities in
connection with mergers and acquisitions and for other purposes. Lazard Freres
was selected by the Company as a financial advisor on the basis of Lazard
Freres' qualifications, expertise and reputation in investment banking, in
general, and mergers and acquisitions specifically. In the past, Lazard Freres
has provided investment banking and financial advisory services to the Company.
 
  Neither the Company nor any person acting on its behalf has employed,
retained or compensated any other person to make solicitations or
recommendations to security holders of the Company on its behalf concerning the
Offer.
 
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
 
  (a) The Company understands that on February 10, 1995, HW Associates, an
Illinois general partnership made up of seven partners, each of which is a
partnership (the "Constituent Partnerships") dissolved (the "Dissolution").
Each of the Constituent Partnerships is comprised of the members of the
families of, among others, Mr. Spungin, a director and executive officer of the
Company, Jerold A. Hecktman, a director and executive officer of the Company,
and Melvin L. Hecktman, a director of the Company. As of February 10, 1995, HW
Associates owned of record and beneficially, 4,712,600 Shares. The Dissolution
occurred pursuant to the terms of an Agreement of Termination dated February
10, 1995. As a result of the Dissolution, HW Associates distributed all of its
Shares to its seven Constituent Partnerships, certain of which in turn
distributed a portion of such shares to the partners of the Constituent
Partnerships. Certain of the partners of the Constituent Partnerships, in turn
made contributions or gifts of Shares to certain trusts and charitable
organizations.
 
  Immediately upon receipt of the Shares from the Dissolution, the Spungin
Family Investment Partnership, of which Mr. Spungin is the general partner and
which received 182,845 Shares as a result of the Dissolution, distributed
56,682 Shares to a family trust, 22,228 Shares to members of his family and
103,935 Shares to Mr. Spungin, who in turn transferred 33,333 Shares to a
charitable remainder trust. Immediately upon receipt of the Shares from the
Dissolution, The Melvin L. Hecktman Family Investment Partnership, of which Mr.
Melvin Hecktman is a general partner and which received 285,835 Shares as a
result of the Dissolution, (a) transferred 68,757 Shares to Mr. Melvin
Hecktman, who immediately transferred 66,757 Shares to a charitable remainder
trust and 2,000 Shares to charitable organizations, and (b) transferred 13,243
Shares to Mr. Melvin Hecktman's wife, who immediately transferred all 13,243
Shares to a charitable remainder trust. The MLH Investment Partnership, of
which Mr. Melvin Hecktman is the managing general partner, received 863,670
Shares as a result of the Dissolution. Immediately upon receipt of Shares from
the Dissolution, the Jerold A. Hecktman Family Investment Partnership, of which
Mr. Jerold Hecktman is the general partner and which received 1,105,195 Shares
as a result of the Dissolution, transferred 202,400 Shares to Mr. Jerold
Hecktman, who immediately transferred 200,000 Shares to a charitable remainder
trust and 2,400 Shares to charitable organizations.
 
  The Company understands that on February 3, 1995, David R. Smith, a director
of the corporation, made gifts of 12,341 Shares to educational institutions.
 
  The Company understands that on December 30, 1994, Mr. Jerold Hecktman made
gifts of 1,664 Shares to members of his immediate family.
 
  On January 11, 1995, Douglas Chapman, Mr. Coolidge, Ira Eichner, Mr. Smith
and Jack Twyman, each a director of the Company, and each an eligible director
under the Company's Directors' Stock Option Plan, were each granted options to
purchase 1,500 Shares pursuant to the Company's Directors' Stock Option Plan.
 
                                       22

 
  Under the Directors' Stock Option Plan, eligible directors receive options to
purchase 1,500 Shares of Common Stock at the Annual Meeting of Stockholders
exercisable at the then current fair market price, automatically and without
any further action by the Directors' Plan Committee. The fair market price of
the options on January 11, 1995 was $13.75 per Share.
 
  On October 13, 1994 certain executive officers of the Company were granted an
aggregate of 29,500 Shares as part of a special short-term option grant of
100,000 Shares to officers of the Company and USSC under the Company's 1981
Stock Incentive Award Plan. The exercise price of the options is $10.50 per
Share, the fair market value of the Shares on October 13, 1994. The options
were not exercisable until the stockholders of the Company approved the grant
at the Annual Meeting of Stockholders on January 11, 1995.
 
  To the best of the Company's knowledge, other than the transactions disclosed
in this Item 6 and the execution of the Tender Agreements, no transactions in
Shares have been effected during the past 60 days by the Company or by any
executive officer, director, affiliate or subsidiary of the Company.
 
  (b) To the best of the Company's knowledge, all of its executive officers and
directors who own shares intend to tender pursuant to the Offer all Shares
which are owned beneficially or of record by such persons.
 
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
 
  (a) Except as described under Item 3(b), the Company is not presently engaged
in any negotiation in response to the Offer which relates to or would result
in:
 
    (i) an extraordinary transaction such as a merger or reorganization
  involving the Company or any subsidiary of the Company;
 
    (ii) a purchase, sale or transfer of a material amount of assets by the
  Company or any subsidiary of the Company;
 
    (iii) a tender offer for or other acquisition of securities by or of the
  Company; or
 
    (iv) any material change in the present capitalization or dividend policy
  of the Company.
 
  (b) Except as described in Item 4, there are no transactions, board
resolutions, agreements in principle or signed contracts in response to the
Offer which relate to or would result in one or more of the matters referred to
in paragraph (a) of this Item 7.
 
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
 
  Delaware Law. The Board of Directors of the Company has approved the Merger
Agreement and the transactions contemplated thereby, including the Offer and
the Merger for purposes of Section 203 of the DGCL. Accordingly, the
restrictions of Section 203 do not apply to the transactions contemplated by
the Merger Agreement including the Offer, Merger and Tender Agreements. Section
203 of the DGCL prevents an "interested stockholder" (generally, a stockholder
owning 15% or more of a corporation's outstanding voting stock or an affiliate
or associate thereof) from engaging in a "business combination" (defined to
include a merger and certain other transactions) with a Delaware corporation
for a period of three years following the date on which such stockholder became
an interested stockholder unless (i) prior to such date, the corporation's
board of directors approved either the business combination or the transaction
which resulted in such stockholder becoming an interested stockholder, (ii)
upon consummation of the transaction which resulted in such stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the corporation's voting stock outstanding at the time the transaction
commenced (excluding shares owned by certain employee stock plans and persons
who are directors and also officers of the corporation) or (iii) on or
subsequent to
 
                                       23

 
such date the business combination is approved by the corporation's board of
directors and authorized at an annual or special meeting of stockholders, and
not by written consent, by the affirmative vote of at least 66 2/3% of the
outstanding voting stock not owned by the interested stockholder.
 
  Appraisal Rights. No appraisal rights are available to holders of Shares in
connection with the Offer. However, if the Merger is consummated, holders of
Shares will have certain rights under Section 262 of the DGCL to dissent and
demand appraisal of, and payment in cash for the fair value of, their Shares.
Such rights, if the statutory procedures are complied with, could lead to a
judicial determination of the fair value (excluding any element of value
arising from accomplishment or expectation of the Merger) required to be paid
in cash to such dissenting holders for their Shares. The value so determined
could be more or less than the price paid in the Offer or the consideration to
be received in the Merger.
 
  If any holder of Shares who demands appraisal under Section 262 of the DGCL
fails to perfect, or effectively withdraws or loses his or her right to
appraisal, as provided in the DGCL, the Shares of such holder will entitle such
holder to receive the consideration provided for in the Merger Agreement. A
stockholder may withdraw his or her demand for appraisal by delivery to the
Company of a written withdrawal of his or her demand for appraisal. Failure to
follow the steps required by Section 262 of the DGCL for perfecting appraisal
rights may result in the loss of such rights.
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
 
    Exhibit 1.-- Pages 7 through 16 and 20 through 21 of the Proxy Statement
                 for the Annual Meeting of Stockholders dated December 7,
                 1994.
 
    Exhibit 2.-- Agreement and Plan of Merger by and between Associated and
                 the Company dated as of February 13, 1995.
 
    Exhibit 3.-- Tender Agreements by and between Associated and certain of
                 the stockholders of the Company dated as of February 13,
                 1995.
 
    Exhibit 4.-- Amendment to Amended Employment and Consulting Agreement of
                 Joel D. Spungin, dated as of February 13, 1995.
 
    Exhibit 5.-- Amendment to Employment and Consulting Agreement of Jeffrey
                 K. Hewson, dated as of February 13, 1995.
 
    Exhibit 6.-- Amendment to Employment and Consulting Agreement of Otis H.
                 Halleen, dated as of February 13, 1995.
 
    Exhibit 7.-- Amendment to Employment and Consulting Agreement of Robert H.
                 Cornell, dated as of February 13, 1995.
 
    Exhibit 8.-- Amendment to Employment and Consulting Agreement of Steven R.
                 Schwarz, dated as of February 13, 1995.
 
    Exhibit 9.-- Employment and Consulting Agreement with Ergin Uskup amending
                 the previous Letter Agreement of Ergin Uskup, dated as of
                 February 13, 1995.
 
    Exhibit 10.--Amendment to Employment and Consulting Agreement of Jerold A.
                 Hecktman, dated as of February 13, 1995.
 
    Exhibit 11.--Amendment to Employment and Consulting Agreement of Ted S.
                 Rzeszuto, dated as of February 13, 1995.
 
    Exhibit 12.--Severance Agreement with James Pribel, dated as of February
                 13, 1995.
 
    Exhibit 13.--Amendment to Management Incentive Plan, adopted February 10,
                 1995.
 
    Exhibit 14.--Amendment to Executive Bonus Plan, adopted February 10, 1995.
 
                                       24

 
    Exhibit 15.--Amendment to Medical Plan Document for United Stationers Inc.
 
    Exhibit 16.--United Stationers Severance Plan, adopted February 10, 1995.
 
    Exhibit 17.--Amendment to United Stationers Pension Plan, adopted February
                 10, 1995.
 
    Exhibit 18.--USI Employee Benefits Trust.
 
    Exhibit 19.--USI Bonus Benefits Trust.
 
    Exhibit 20.--Amendment to Bylaws of United Stationers.
 
    Exhibit 21.--Press release issued by the Company, dated February 14, 1995.
 
    Exhibit 22.--Confidentiality Agreement dated November 16, 1994 among ASI,
                 the Company and Wingate Partners, L.P.
 
    Exhibit 23.--Letter to Stockholders of the Company, dated February 21,
                 1995.*
 
    Exhibit 24.--Opinion of William Blair & Company dated February 13, 1995.*
 
    Exhibit 25.--Opinion of Lazard Freres & Co. dated February 13, 1995.*
- --------
  *Included in copies mailed to stockholders.
 
                                       25

 
                                   SIGNATURE
 
  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
 
 
                                          United Stationers Inc.
 
                                            /s/ Joel D. Spungin
                                          By: _________________________________
                                            Name: Joel D. Spungin
                                            Title: Chairman of the Board and
                                                Chief Executive Officer
 
Dated: February 21, 1995
 
                                       26

 
                                                                         ANNEX A
                            WILLIAM BLAIR & COMPANY
                             222 West Adams Street
                               Chicago, Illinois
                                     60606
 
                                                               February 13, 1995
 
Board of Directors
United Stationers Inc.
2200 E. Golf Road
Des Plaines, IL 60016-1267
 
Gentlemen:
 
You have requested our opinion as to the fairness, from a financial point of
view, to the shareholders of United Stationers Inc. (the "Company") of the
consideration to be paid to such shareholders in the Transaction (as
hereinafter defined), taken as a whole, pursuant to the Agreement and Plan of
Merger dated as of February 13, 1995 (the "Agreement") between Associated
Holdings, Inc. ("Associated") and the Company.
 
Pursuant to the terms of the Agreement, Associated will tender for (the "Tender
Offer") and purchase thereunder up to 92.5% of the outstanding shares of common
stock of the Company for $15.50 per share, net to the seller in cash. After the
completion of the Tender Offer, Associated will merge into the Company (the
"Merger" and, together with the Tender Offer, the "Transaction"), with the
Company surviving the Merger. After giving effect to the Merger, the pre-Merger
shareholders of the Company (excluding Associated, the Company, any
subsidiaries of the Company and Associated and any shareholders who exercise
dissenters' rights) will own an aggregate of 20% of the outstanding common
stock of the Company on a fully diluted basis. For purposes of this opinion,
the consideration to be paid to the shareholders of the Company in the
Transaction, taken as a whole, pursuant to the Agreement is deemed to include
(i) the cash consideration paid to the shareholders pursuant to the Tender
Offer, (ii) the cash consideration, if any, paid to the shareholders pursuant
to the Merger and (iii) the 20% common stock interest retained by the
shareholders in the Company, as the corporation surviving the Merger.
 
We have acted as financial advisor to the Company in connection with the
Transaction. In connection with our review of the proposed Transaction and the
preparation of our opinion herein, we have examined: (a) the terms and
conditions of the Agreement and the financial terms of the Transaction as set
forth in the Agreement; (b) reviewed certain historical business and financial
information relating to the Company and Associated; (c) reviewed and analyzed
certain financial and other information relating to the prospects of the
Company provided to us by the Company's management, including financial
projections prepared by such management for the fiscal years 1995 through 1999;
(d) reviewed and analyzed certain financial and other information relating to
the prospects of Associated provided to us by Associated's management,
including financial projections prepared by such management for the fiscal year
1995; and (e) certain other publicly available information on the Company. We
have also held discussions with members of the senior management of the Company
and Associated to discuss the foregoing, and have considered other matters
which we have deemed relevant to our inquiry.
 
In conducting our investigation and analyses and in arriving at our opinion
expressed herein, we have taken into account such accepted financial and
investment banking procedures and consideration as we have deemed relevant,
including (a) historical revenue, operating earnings, net income, dividend
capacity and capitalization, as to the Company, Associated and as to certain
other publicly held companies in businesses we believe to be comparable to the
Company and Associated, respectively; (b) the current financial position and
results of operations of each of the Company and Associated; (c) the historic
market prices and trading volume of the Common Stock of the Company; (d)
financial
 
                                      A-1

 
information concerning selected actual business combinations which we believe
to be relevant; (e) certain financial ratios of the Company and Associated that
were prepared and provided to us by the management of each of such companies,
including ratios for each company that do not give effect to the Transaction
and ratios, on a combined basis, that give effect to the Transaction, and the
estimates by Associated's management of certain pro forma financial effects of
the Transaction; and (f) the general condition of the securities markets.
 
We have assumed the accuracy and completeness of all such information and have
not attempted to verify independently any of such information, nor have we made
or obtained an independent valuation or appraisal of any of the assets or
liabilities of the Company or Associated. With respect to financial forecasts,
we have assumed that they have been reasonably prepared on bases reflecting the
best currently available estimates and judgments of the Company's and
Associated's managements, as the case may be, as to the respective future
financial performance of the Company and Associated. We assume no
responsibility for, and express no view as to, such forecasts or the
assumptions on which they are based. Our opinion is necessarily based solely
upon information available to us and business, market, economic and other
conditions as they exist on, and can be evaluated as of, the date hereof. Our
opinion does not address the Company's underlying business decision to effect
the Transaction.
 
In rendering our opinion, we have assumed that the Transaction will be
consummated on the terms described in the Agreement, without any waiver of any
material terms or conditions by the Company and that obtaining the necessary
regulatory approvals for the Transaction will not have an adverse effect on the
Company or Associated.
 
William Blair & Company has been engaged in the investment banking business
since 1935. We undertake the valuation of investment securities in connection
with the public offerings, private placements, business combinations, estate
and gift tax valuations and similar transactions. For our services, including
the rendering of this opinion, the Company will pay us a fee, a significant
portion of which is contingent upon consummation of the Transaction, and
indemnify us against certain liabilities. William Blair & Company has provided
investment banking and financial advisory services to the Company in the past
for which we have received customary compensation. E. David Coolidge III,
Managing Partner of William Blair & Company, serves as a member of the Board of
Directors of the Company.
 
Our engagement and the opinion expressed herein are solely for the benefit of
the Company's Board of Directors and are not on behalf of, and are not intended
to confer rights or remedies upon the Company, Associated, any stockholders of
the Company or Associated or any other person. It is understood that this
letter may not be disclosed or otherwise referred to without our prior written
consent, except as may otherwise be required by law or by a court of competent
jurisdiction.
 
Based upon and subject to the foregoing, it is our opinion as investment
bankers that, as of February 13, 1995, the consideration to be paid to the
shareholders of the Company in the Transaction, taken as a whole, pursuant to
the Agreement is fair, from a financial point of view, to such shareholders.
 
                                          Very truly yours,
 
                                          /s/ William Blair & Company
 
                                          WILLIAM BLAIR & COMPANY
 
                                      A-2

 
                                                                         ANNEX B
                              LAZARD FRERES & CO.
                            200 West Madison Street
                                   Suite 2200
                             Chicago Illinois 60606
 
                                                               February 13, 1995
 
The Board of Directors
United Stationers Inc.
2200 East Golf Road
Des Plaines, IL 60016-1267
 
Dear Members of the Board:
 
  You have requested our opinion as to the fairness, from a financial point of
view, to the shareholders of United Stationers Inc. ("United" or the "Company")
of the consideration to be paid to such shareholders in the Transaction (as
hereinafter defined), taken as a whole, pursuant to the Agreement and Plan of
Merger dated as of February 13, 1995 (the "Merger Agreement") between
Associated Holdings, Inc. ("Associated") and United.
 
  Pursuant to the terms of the Merger Agreement, Associated will tender for
(the "Tender Offer") and purchase thereunder up to 92.5% of the outstanding
shares of common stock of United for $15.50 per share, net to the seller, in
cash. After the completion of the Tender Offer, Associated will merge into
United (the "Merger" and, together with the Tender Offer, the "Transaction"),
with United surviving the Merger. After giving effect to the Merger, the pre-
Merger shareholders of United (excluding Associated, United, any subsidiaries
of United and Associated and any shareholders who exercise dissenters' rights)
will own an aggregate of 20% of the outstanding common stock of United on a
fully diluted basis. For purposes of this opinion, the consideration to be paid
to the shareholders of United in the Transaction, taken as a whole, pursuant to
the Merger Agreement is deemed to include (i) the cash consideration paid to
the shareholders pursuant to the Tender Offer, (ii) the cash consideration, if
any, paid to the shareholders pursuant to the Merger and (iii) the 20% common
stock interest retained by the shareholders in United, as the corporation
surviving the Merger.
 
  In connection with rendering this opinion, we have:
 
    (i)  reviewed the terms and conditions of the Merger Agreement and the
         financial terms of the Transaction set forth therein;
 
    (ii) reviewed certain historical business and financial information
         relating to United and Associated;
 
    (iii) reviewed and analyzed certain financial and other information
          relating to the prospects of United provided to us by United's
          management, including financial projections prepared by such
          management for the fiscal years 1995 through 1999;
 
    (iv) reviewed and analyzed certain financial and other information
         relating to the prospects of Associated provided to us by
         Associated's management, including financial projections prepared by
         such management for the fiscal year 1995;
 
    (v)  conducted discussions with members of the senior managements of
         United and Associated with respect to each of the businesses of
         United and Associated, respectively, the strategic objectives of
         each, and the possible financial benefits which might be realized
         following the Transaction;
 
    (vi) reviewed certain financial ratios of United and Associated that were
         prepared and provided to us by the management of each of such
         companies, including ratios for each company that do not give effect
         to the Transaction and ratios, on a combined basis, that give effect
         to the Transaction, and the estimates by Associated's management of
         certain pro forma financial effects of the Transaction;
 
                                      B-1

 
    (vii) reviewed certain public information with respect to certain other
          companies in lines of business we believe to be generally
          comparable in whole or in part to the businesses of United and
          Associated;
 
    (viii) reviewed the financial terms of certain business combinations
           involving companies in lines of business we believe to be
           generally comparable in whole or in part to those of United and in
           other industries generally;
 
    (ix) reviewed the historical stock prices and trading volume of the
         common stock of United; and
 
    (x)  conducted such other financial studies, analyses, and investigations
         as we deemed appropriate.
 
  We have relied upon the accuracy and completeness of the foregoing financial
and other information concerning United and Associated that have been received
by or discussed with us, and have not assumed any responsibility for any
independent verification of such information or any independent valuation or
appraisal of any of the assets or liabilities of United or Associated, nor have
we been furnished with any such valuations or appraisals. With respect to
projections and pro forma financial information, we have assumed that they have
been reasonably prepared on the basis of the relevant management's best
currently available estimates and judgments of the future financial performance
of United or Associated, as the case may be. We assume no responsibility for,
and express no view as to, such projections and information or the assumptions
on which they are based. Our opinion is necessarily based solely upon
information available to us and business, market, economic and other conditions
as they exist on, and can be evaluated, as of the date hereof. Our opinion does
not address the Company's underlying business decision to effect the
Transaction.
 
  In rendering our opinion, we have assumed that the Transaction will be
consummated on the terms described in the Merger Agreement, without any waiver
of any material terms or conditions by United and that obtaining the necessary
regulatory approvals for the Transaction will not have an adverse effect on
United or Associated.
 
  Lazard Freres & Co. is acting as financial advisor to the Company in
connection with the Transaction and will receive a fee upon rendering this
opinion. Lazard Freres & Co. has provided investment banking and financial
advisory services to the Company in the past for which we have received
customary compensation. In addition, please note that, as part of our
engagement relating to the Transaction, you have not authorized us to, and we
did not, solicit third party indications of interest in acquiring all or any
part of the Company.
 
  Our engagement and the opinion expressed herein are solely for the benefit of
the Company's Board of Directors and are not on behalf of, and are not intended
to confer rights or remedies upon United, Associated, any stockholders of the
Company or Associated or any other person. It is understood that this letter
may not be disclosed or otherwise referred to without our prior written
consent, except as may otherwise be required by law or by a court of competent
jurisdiction.
 
  Based on and subject to the foregoing and such other factors as we deem
relevant, we are of the opinion that, as of the date hereof, the consideration
to be paid to the shareholders of United in the Transaction, taken as a whole,
pursuant to the Merger Agreement is fair, from a financial point of view, to
such shareholders.
 
                                          Very truly yours,
                                          /s/ Lazard Freres & Co.
 
                                      B-2

 
                                                                      SCHEDULE I
 
             INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1
                   THEREUNDER; CERTAIN INFORMATION CONCERNING
                     DIRECTORS AND OFFICERS OF THE COMPANY
 
  This Information Statement is being mailed on or about February 21, 1995 as
part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") to holders of the common stock, par value $.10 per share (in
this Information Statement, "Common Stock" or "Shares"), of United Stationers
Inc. (the "Company"). Capitalized terms used and not otherwise defined herein
shall have the meaning set forth in the Schedule 14D-9. This information is
being furnished in connection with the possible designation by Associated,
pursuant to the Merger Agreement, of persons to be selected or appointed to the
Board following the consummation of the Offer. Pursuant to the terms of the
Merger Agreement, the Company has furnished Associated with the written
resignations of six directors of the Company subject to the acceptance for
payment by Associated of at least a majority of the outstanding Shares pursuant
to the Offer and receipt by the Company from Chase Bank of the Chase Advice,
provided that if less than two-thirds of the outstanding Shares are purchased
in the Offer, the Company will only accept five of the resignations. Also,
pursuant to the Merger Agreement, the Company adopted a resolution appointing
certain designees of Associated as directors of the Board upon the acceptance
for payment of the Shares to be purchased in the Offer and receipt by the
Company of the Chase Advice. At such time and from time to time thereafter,
Associated shall be entitled to designate up to that number of directors of the
Board as will make the percentage of the Company's directors designated by
Associated (the "Associated Designees") equal to the aggregate voting power of
the Common Stock then held by Associated (rounded to the nearest whole number
but, in no case, more than six directors), subject to Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder. Associated agreed, prior to
the effective time of the Merger, not to seek greater representation on the
Board. Until the Effective Time, the Board shall have at least three Continuing
Directors. Upon the consummation of the Offer, it is expected that Mr. Spungin,
Mr. Hewson and Mr. Melvin Hecktman will be the Continuing Directors.
 
  None of the executive officers or directors of Associated currently is a
director of, or holds any position with, the Company. The Company has been
advised by Associated that, to the best of Associated's knowledge, none of its
directors or executive officers or any of their associates beneficially owns
any equity securities, or rights to acquire any equity securities, of the
Company or have been involved in any transactions with the Company or any of
its directors, executive officers or affiliates which are required to be
disclosed pursuant to the rules and regulations of the Commission.
 
  The information contained herein concerning Associated and the Associated
Designees has been furnished to the Company by Associated. The Company assumes
no responsibility for the accuracy or completeness of such information.
 
                    INFORMATION WITH RESPECT TO THE COMPANY
 
VOTING SECURITIES
 
  As of February 13, 1995 there were outstanding 18,596,582 shares of Common
Stock all of one class and, each of which entitles the holder to one vote. The
Company has no voting securities outstanding other than the Common Stock.

 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
  The following table sets forth certain information concerning the Common
Stock ownership as of February 13, 1995 (except as noted below) of each person
who is known to the Company to be the beneficial owner of more than five
percent of the Company's Common Stock:
 


                                                        AMOUNT AND
                                                        NATURE OF
                                                        BENEFICIAL    PERCENT OF
         NAME AND ADDRESS OF BENEFICIAL OWNER           OWNERSHIP       CLASS
         ------------------------------------           ----------    ----------
                                                                
Jerold A. Hecktman Family Investment Partnership.......   902,795(1)     4.9%
2200 East Golf Road
Des Plaines, IL 60016

Melvin L. Hecktman..................................... 1,074,172(2)     5.8%
c/o Hecktman Management Services
Suite 350
510 Lake Cook Road
Deerfield, Illinois 60015

Wolf Family Investment Partnership.....................   921,057(3)     5.0%
c/o Johnson, Goldberg & Brown, Ltd.
6703 North Cicero Avenue
Lincolnwood, Illinois 60646
Attn: Scott Brown

Ariel Capital Management, Inc.......................... 3,449,020(4)    18.6%
307 N. Michigan Ave.
Chicago, IL 60601

- --------
(1) The Jerold A. Hecktman Family Investment Partnership is an Illinois limited
    partnership ("JAHFIP"). Sole voting and investment power over the shares is
    exercised by Jerold A. Hecktman, JAHFIP's sole general partner. Excludes
    200,000 Shares held by a charitable remainder trust of which Jerold
    Hecktman is a beneficiary of proceeds, but over which he has no voting or
    dispositive control.
(2) Melvin L. Hecktman owns 6,667 shares as to which he has sole voting and
    investment power. Melvin L. Hecktman is the beneficial owner of 1,067,505
    Shares by virtue of being a general partner in both the Melvin L. Hecktman
    Family Investment Partnership, an Illinois limited partnership, which owns
    of record 203,835 Shares and the MLH Investment Partnership, an Illinois
    general partnership, which owns of record 863,670 shares. Melvin L.
    Hecktman is also a beneficiary of the Melvin and Judith Hecktman Charitable
    Remainder Trust u/a/d February 1, 1995 which owns 80,000 shares and as to
    such shares Melvin L. Hecktman disclaims beneficial interest.
(3) The Wolf Family Investment Partnership is an Illinois limited partnership
    ("WFIP"). Sole voting and investment power over the shares may be exercised
    only by Barbara Wolf Savage, WFIP's sole general partner.
(4) As to all of such shares, Ariel Capital Management, Inc. ("Ariel") serves
    as investment advisor with shared, sole or no investment or voting power as
    directed by each client owning said shares. Ariel disclaims beneficial
    ownership of any of the 3,449,020 shares referred to in this Note (4).
    Information with respect to Ariel is based on Ariel's Schedule 13G dated
    December 31, 1994.
 
                                      I-2

 
SECURITY OWNERSHIP OF COMPANY MANAGEMENT
 
  The following table sets forth the beneficial ownership of Common Stock by
each of the directors, each of the executive officers named in the Summary
Compensation Table on page I-9, and all of the Company's directors and
executive officers as a group as of February 13, 1995.
 


                                                                      PERCENT OF
                                      COMMON STOCK      EXERCISABLE  COMMON STOCK
               NAME                BENEFICIALLY OWNED     OPTIONS    OUTSTANDING
               ----                ------------------   -----------  ------------
                                                            
Douglas K. Chapman................        87,200(2)(3)     1,500(1)       *
E. David Coolidge III.............        72,200(3)        1,500(1)       *
Ira A. Eichner....................        10,175(4)        1,500(1)       *
David R. Smith....................       230,191(3)        1,500(1)      1.24%
Jack Twyman.......................        53,200(3)        1,500(1)       *
Jerold A. Hecktman................       907,180(5)        5,000(1)      4.88%
Joel D. Spungin...................       101,468(7)          --           *
Melvin L. Hecktman................     1,074,172(8)        1,500(1)      5.78%
Jeffrey K. Hewson.................        32,755                          *
Steven R. Schwarz.................         9,922(6)        5,000(1)       *
All current directors and
 executive officers
 as a group.......................     2,413,863(9)       19,000(1)     12.98%

- --------
   *Less than 1%
(1) Shares are exercisable at any time after grant for a maximum period of 10
    years.
(2) Includes 7,000 shares owned by Mr. Chapman's wife, as to which beneficial
    ownership by Mr. Chapman is disclaimed.
(3) Includes 52,200 shares held of record by PNC Bank, N.A., as trustee of the
    United Stationers Inc. Profit Sharing Trust , as to which Douglas K.
    Chapman, E. David Coolidge III, David R. Smith and Jack Twyman share voting
    power as members of the Investment Committee of such Trust. Messrs.
    Chapman, Coolidge, Smith and Twyman disclaim beneficial ownership of all
    such shares.
(4) Includes 1,000 shares owned by Mr. Eichner's wife, as to which beneficial
    ownership by Mr. Eichner is disclaimed.
(5) Includes 4,385 shares owned of record and beneficially by Jerold A.
    Hecktman and the 902,795 shares owned by Jerold A. Hecktman Family
    Investment Partnership, an Illinois limited partnership in which Jerold A.
    Hecktman is the sole general partner ("JAHFIP"). Mr. Hecktman is also a
    beneficiary of proceeds of the Jerold and Ruth Hecktman Charitable
    Remainder Trust u/a/d February 1, 1995 which owns 200,000 shares but
    disclaims beneficial ownership of such 200,000 shares.
(6) Includes 2,500 restricted shares owned of record by Steven R. Schwarz,
    which were granted under the Company's 1981 Stock Incentive Award Plan.
    Such shares are subject to restrictions against sale or transfer for a
    stated period and are subject to forfeiture if the grantee is not
    continuously employed for the period of the restriction. Such restrictions,
    however, shall lapse upon a change of control of the Company.
(7) Mr. Spungin also holds beneficially 56,682 Shares pursuant to his interest
    in the Joel D. Spungin Family Trust u/a/d November 15, 1990 and is a
    beneficiary of the Joel and Marilyn Spungin Charitable Remainder Trust
    u/a/d February 1, 1995 which owns 33,333 Shares. Mr. Spungin disclaims
    beneficial ownership of the Shares held by both of the trusts.
(8) Includes 6,667 Shares owned of record and beneficially by Melvin C.
    Hecktman and the 203,835 Shares owned by Melvin H. Hecktman Family
    Investment Partnership, an Illinois limited partnership in which Melvin L.
    Hecktman is the sole general partner and is a general partner in MLH
    Investment Partnership, a general partnership which owns 863,670 Shares.
    Mr. Hecktman is a beneficiary of the Melvin and Judith Hecktman Charitable
    Remainder Fund u/a/d February 1,1995 which owns 80,000 shares but disclaims
    beneficial ownership of such Shares.
 
                                      I-3

 
(9) Of the 2,413,863 shares shown as owned by all current directors and
    officers as a group, 2,293,316 shares are held with sole voting and
    investment power and 120,547 shares are held with shared voting and
    investment power, including 52,200 shares held of record by PNC Bank, N.A.,
    as trustee of the United Stationers Inc. Profit Sharing Trust, as to which
    Douglas K. Chapman, E. David Coolidge III, David R. Smith and Jack Twyman
    share voting power as members of the Investment Committee of such Trust,
    and as to which beneficial ownership by Messrs. Chapman, Coolidge, Smith
    and Twyman is disclaimed. The number of shares shown as owned by all
    directors and officers as a group also includes 2,500 shares of restricted
    stock (referred to in Note (6) above) granted under the Company's 1981
    Stock Incentive Award Plan which are subject to restrictions against sale
    or other transfer for the specified period of the restrictions.
 
CHANGE OF CONTROL
 
  The completion of the Offer and Merger pursuant to the terms of the Merger
Agreement described herein would result in a change of control of the Company.
 
                BOARD OF DIRECTORS AND THE ASSOCIATED DESIGNEES
 
  Each year, the stockholders of the Company at the annual meeting of
stockholders elect one-third of the directors, whose term of office expires on
the third succeeding annual meeting of stockholders, or until their successors
are elected and qualified. The Restated Certificate of Incorporation of the
Company provides that the Board shall consist of nine members, but the size of
the Board may be increased or decreased by amendment to the Company's By-laws,
so long as the Board is comprised of at least three directors. There are
presently nine members of the Board.
 
THE ASSOCIATED DESIGNEES
 
  Pursuant to the terms of the Merger Agreement, it is expected that the
Associated Designees will take office as directors of the Company upon the
acceptance for payment by Associated of at least a majority of Shares in the
Offer and receipt by the Company of the Chase Advice.
 
  Associated has advised the Company that the Associated Designees are Mr.
James T. Callier, Jr., Mr. Daniel J. Good, Mr. Frederick B. Hegi, Jr., Mr.
James A. Johnson, Mr. Gary G. Miller and Mr. Michael D. Rowsey.
 
  Each Associated Designee has served as a director of Associated and ASI since
January 1992. The business address of each of the following persons is 1075
Hawthorn Drive, Itasca, Illinois 60143, and each such person is a citizen of
the United States.
 


              NAME              AGE                     POSITION
              ----              ---                     --------
                                  
     Michael D. Rowsey           42     Director, President and Chief Operating
                                        Officer of Associated and ASI
     Gary G. Miller              44     Director, Vice President and Secretary
                                        of Associated and ASI
     Frederick B. Hegi, Jr.      51     Director and Assistant Secretary of
                                        Associated and ASI
     James A. Johnson            40     Director and Assistant Secretary of
                                        Associated and ASI
     James T. Callier, Jr.       59     Director

     Daniel J. Good              54     Director

 
                                      I-4

 
  Set forth below is certain information with respect to the Associated
Designees.
 
  Michael D. Rowsey joined Associated in his present position in January 1992.
From 1979 to January 1992, Mr. Rowsey served in various capacities with the
Wholesale Division of the Boise Cascade Office Products Division ("BCOP"), most
recently as the North Regional Manager.
 
  Gary G. Miller joined Associated in his present position in January 1992. Mr.
Miller also currently serves as President of Cumberland Capital Corp., a
private investment firm located in Fort Worth, Texas ("Cumberland"). In
addition, from 1977 to December 1993, Mr. Miller served as Executive Vice
President, Chief Financial Officer and a director of AFG Industries, Inc., and
its parent company Clarity Holdings Corp. He is Chairman of the Board of CFData
Corp., a nationwide provider of check collection and check verification
services, and is Vice President, Finance and Administration of Fore Star Golf,
Inc., which was formed in 1993 to own and operate golf facilities.
 
  James T. Callier, Jr. is an indirect general partner of Wingate, and has
served as President of Callier Consulting, Inc., an investment management firm,
since 1985. Mr. Callier currently serves as Chairman of the Board of Century
Products Company, a manufacturer of baby seats and other juvenile products
("Century Products"), as a director of Redman Industries, Inc., a manufactured
housing producer ("Redman"), RBPI Holding Corporation, a manufacturer and
distributor of aluminum and vinyl windows ("RBPI") and Loomis Armored Inc., a
provider of armored car and related services ("Loomis") and as an advisory
director of Wingate Partners II L.P. ("Wingate II").
 
  Daniel J. Good is Vice Chairman of Golden Cat Corporation, a producer and
distributor of cat care products and a producer of industrial absorbent
materials. In addition, Mr. Good is Chairman of Good Capital Co. ("Good
Capital"), a private investment firm and investment advisory firm founded in
1989 and located in Lake Forest, Illinois, and serves on the Board of Directors
of Supercuts, Inc. Prior to founding Good Capital, Mr. Good was managing
director of the Merchant Banking Group of Shearson Lehman Hutton, Inc.
 
  Frederick B. Hegi, Jr. is a general partner of various Wingate entities,
including the indirect general partner of each of Wingate and Wingate II. Since
May 1982, Mr. Hegi has served as President of Valley View Capital Corporation,
a private investment firm. Mr. Hegi also currently serves as Chairman of the
Board of Loomis Holding Corporation, the parent corporation of Loomis, Tahoka
First Bancorp, Inc., a bank holding company, and Cedar Creek Bancshares, Inc.,
a bank holding company, and as a director of RBPI, Century Products, Lone Star
Technologies, Inc., a diversified company engaged in the manufacturing of steel
pipe and in commercial banking services, Cattle Resources, Inc., a manufacturer
of animal feeds and operator of commercial cattle feedlots and various funds
managed by InterWest Partners.
 
  James A. Johnson is a general partner of various Wingate entities, including
the indirect general partner of each of Wingate Partners and Wingate II. From
1980 until he joined Wingate Partners in 1990, Mr. Johnson served as a
Principal of Booz-Allen & Hamilton, an international management consulting
firm. Mr. Johnson currently serves as a director of Century Products and
AmeriStat.
 
  During the last five years, none of the above persons, to the best knowledge
of Associated, ASI or the Company, has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was, or is, subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
 
                                      I-5

 
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
 
  The directors and executive officers of the Company as of February 13, 1995
are set forth below. As indicated above, six of the current directors have
submitted their resignations effective upon the satisfaction of the conditions
set forth in the Merger Agreement.
 


                                                                  SERVED AS A
                                  PRINCIPAL OCCUPATION AND      DIRECTOR OF THE
           NAME (AGE)            POSITIONS WITH THE COMPANY      COMPANY SINCE
           ----------            --------------------------     ---------------
 
     CLASS III DIRECTORS--TERM EXPIRING IN JANUARY 1996
 
                                                          
      Ira A. Eichner (63)*   Chairman of the Board of Direc-        9/22/81
                              tors and Chief Executive Officer
                              of AAR Corp.
      David R. Smith (65)*   President of Andlinger & Company.      6/25/92

      Joel D. Spungin (57)   Chairman of the Board of Direc-        8/18/81
                              tors and Chief Executive Officer
                              of the Company.

     CLASS I DIRECTORS--TERM EXPIRING IN JANUARY 1997
 
      Douglas K. Chapman     Former Chairman of the Board and       1/12/94
       (67)*                  Chief Executive Officer of ACCO
                              World Corporation.
      Melvin L. Hecktman     President of Hecktman Management.      8/18/81
       (55)
      Jeffrey K. Hewson      President and Chief Operating Of-      4/10/91
       (51)                   ficer of the Company.
 
     CLASS II DIRECTORS--TERM EXPIRING IN JANUARY 1998
 
      E. David Coolidge III  Managing Partner of William Blair      9/22/81
       (51)*                  & Company.
      Jerold A. Hecktman     Vice President, Advertising of         8/18/81
       (58)*                  the Company.
      Jack Twyman (60)*      Chairman of the Board of Direc-       11/16/87
                              tors, Chief Executive Officer
                              and a director of Super Food
                              Services, Inc.

- --------
   *Has tendered his contingent resignation as described above.
 
  Mr. Eichner is Chairman of the Board of Directors since 1973 and Chief
Executive Officer since 1955 of AAR Corp., a diversified aviation and aerospace
company.
 
  Mr. Smith is President of the private investment firm of Andlinger & Company,
Inc. and has been affiliated with that company since 1984. He was Chairman of
the Board of Directors and Chief Executive Officer of SDC Distributing Corp.
and Stationers Distributing Company, Inc. prior to the merger of those
companies with USSC in June 1992.
 
  Mr. Spungin has been Chairman of the Board of Directors and Chief Executive
Officer of the Company since August 24, 1988, and from October 12, 1989 until
April 10, 1991, he was also President of the Company. Prior to that, since
March 1987, he was Vice Chairman of the Board and Chief
 
                                      I-6

 
Executive Officer of the Company. Previously, since August 1981, he was
President and Chief Operating Officer of the Company. Mr. Spungin also is
employed by and is an officer of USSC. He also serves as a director of AAR
Corp.
 
  Mr. Chapman was Chairman of the Board and Chief Executive Officer of ACCO
World Corporation, a manufacturer of office products, until it was sold to
American Brands, Inc. in 1987. From 1987 to 1991, he served as vice president
of American Brands, Inc., a global consumer products holding company.
 
  Mr. Melvin L. Hecktman is President of Hecktman Management, an investment
management and consulting firm. Mr. Hecktman served as Vice Chairman of the
Company from September 1, 1989 through August 31, 1993. For several years prior
to January 1984, he had served the Company in various executive capacities. Mr.
Hecktman also serves as a director of Gulf South Medical Supply, Inc.
 
  Mr. Hewson has been President and Chief Operating Officer of the Company
since April 10, 1991. He 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, Inc. American Brands is a global consumer products holding
company. He is also employed by and is an executive officer of USSC.
 
  Mr. Coolidge is the Managing General Partner in the investment banking firm
of William Blair & Company and has been affiliated with that company since
1969. He has been a director of the Company since September 22, 1981. He is a
member of the Audit Committee, the Finance Committee, the Nominating Committee,
and the Compensation Committee, of which he is Chairman.
 
  Mr. Jerold A. Hecktman has been Vice President, Advertising of the Company
since 1981. Mr. Hecktman also is employed by and is an executive officer of
USSC. Mr. Hecktman has been a director of the Company since August 18, 1981,
and is the Chairman of the Nominating Committee.
 
  Mr. Twyman is Chairman of the Board of Directors, Chief Executive Officer and
a director since 1972 of Super Food Services, Inc., a wholesale grocery company
in Cincinnati, Ohio. He has been a director of the Company since November 16,
1987. He is a member of the Compensation Committee, the Nominating Committee
and the Audit Committee, of which he is Chairman.
 
                   MEETINGS, COMMITTEES AND OTHER INFORMATION
 
  During the fiscal year ended August 31, 1994, the Board of Directors held
eight meetings and took action by unanimous written consent in lieu of meeting
on five occasions. Each director attended all of (1) the meetings of the Board
of Directors held during the last full fiscal year and (2) the meetings held by
all committees of the board on which he served (during the periods that he
served) during the last fiscal year.
 
  Directors who are not officers or employees of the Company receive an annual
retainer fee of $18,000, plus a fee of $1,000 for each board meeting attended
and a fee of $600 for each committee meeting attended. An additional fee of
$250 per committee meeting is paid to the chairman of each committee. When
Company business requires an overnight stay for a board or committee meeting,
an additional $600 is paid. Certain of such fees may be deferred under the
Directors' Deferred Compensation Plan. The Company also has a retirement
program for its outside directors who have served at least one year as a
director. Under the program, directors are entitled to receive, upon their
retirement from the board after the age of 65, 50% of their last annual
retainer per year of service for those directors with less than seven years of
service and 100% of their last annual retainer per year of
 
                                      I-7

 
service as a director for those with 7 or more years of service. In addition,
all directors are reimbursed for travel expenses incurred in attending
meetings. The Company also maintains a term life insurance policy in the amount
of $100,000 for the benefit of each director.
 
  The Board of Directors has an Executive Committee, an Audit Committee, a
Compensation Committee, a Finance Committee and a Nominating Committee.
 
  During the fiscal year ended August 31, 1994, the Executive Committee
consisted of Joel D. Spungin (Chairman), Melvin L. Hecktman and Jack J. Crocker
through January 1994. Upon Jack Crocker's retirement from the Board of
Directors in January 1994, Jeffrey K. Hewson was appointed in his place. The
Executive Committee met three times during the last fiscal year. The Executive
Committee is authorized to exercise the powers of the Board of Directors in the
management of the business and affairs of the Company with certain exceptions.
The Executive Committee also serves as the administrative committee for the
Company's Voluntary Employees' Beneficiary Association.
 
  During the fiscal year ended August 31, 1994, the Audit Committee consisted
of Jack Twyman (Chairman), E. David Coolidge III, Jack J. Crocker, Ira A.
Eichner and David R. Smith. Douglas K. Chapman replaced Jack Crocker as a
member of the Audit Committee in January 1994. The Audit Committee met four
times during the last fiscal year. The functions of the Audit Committee are to
recommend the independent public accountants to the Board of Directors; review
the scope of the independent public accountants' examination; review the
compensation of the independent public accountants; consider the results of the
independent public accountants' review of internal accounting controls and
suggestions for improvements; discuss matters of concern to the independent
public accountants resulting from the audit; review changes in accounting
principles in the financial statements; and review nonauditing services
performed for the Company by the independent public accountants.
 
  During the fiscal year ended August 31, 1994, the Compensation Committee
consisted of E. David Coolidge III (Chairman), Jack J. Crocker, David R. Smith
and Jack Twyman. Douglas K. Chapman replaced Jack J. Crocker upon his
retirement in January 1994. The Compensation Committee met three times during
the last fiscal year. The Compensation Committee reviews and makes
recommendations upon proposals by management as to compensation, bonuses,
employment agreements and other benefits, and policies respecting such matters,
for the officers of the Company and its subsidiaries. The members of the
Compensation Committee also serve as the Plan Administrative Committee for the
Company's 1981 Stock Incentive Award Plan, as the Incentive Committee of the
Management Incentive Plan, as the Committee administering the Executive Bonus
Plan, as the Administrative Committee for the 1985 Nonqualified Stock Option
Plan and as the Investment Committee for the United Stationers Inc. Profit
Sharing Trust.
 
  During the fiscal year ended August 31, 1994, the Finance Committee consisted
of Joel D. Spungin (Chairman), E. David Coolidge III, Ira A. Eichner, Melvin L.
Hecktman and David R. Smith. The Finance Committee met two times during the
last fiscal year. The function of the Finance Committee is to review
management's proposed policies and actions, and make appropriate
recommendations to the Board of Directors regarding: the Company's basic
capital structure and long-term financial goals; the type, timing, amount and
cost of long-term debt and equity financing; acquisition and divestiture
opportunities; the repurchase of the Company's shares; the annual operating and
capital expenditure plans; liquidity management; capital acquisitions and
dispositions in excess of $1.5 million; and dividend policy and quarterly
payments.
 
  During the fiscal year ended August 31, 1994, the Nominating Committee
consisted of Jerold A. Hecktman (Chairman), Jack J. Crocker, E. David Coolidge
III and Ira A. Eichner. Jack Twyman was named to replace Jack Crocker at the
January 1994 meeting. The Nominating Committee met once during the fiscal year
ended August 31, 1994. The Nominating Committee was formed to seek nominees
 
                                      I-8

 
for the Board of Directors. The Nominating Committee will consider nominees
recommended by stockholders. Any stockholder wishing to submit a recommendation
to the Nominating Committee should send a signed letter of recommendation to
United Stationers Inc., 2200 East Golf Road, Des Plaines, Illinois 60016-1267,
Attention: Otis H. Halleen, Secretary. Recommendation letters should state the
full name and address of each proposed nominee, a brief resume, a brief
biographical history including past and current directorships and employment,
and the reasons for recommendation. Nominations for election at the Company's
Annual Meeting to be held in January 1996 must be submitted no later than
October 13, 1995. It is not known at this time who will serve on each of the
above committees following the Merger.
 
                       EXECUTIVE OFFICERS OF THE COMPANY
 


             NAME         AGE                      POSITION
             ----         ---                      --------
                        
      Joel D. Spungin     57  Chairman of the Board of Directors and
                               Chief Executive Officer
      Jeffrey K. Hewson   51  President and Chief Operating Officer and Director
      Steven R. Schwarz   41  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  58  Vice President, Advertising and a Director
      James A. Pribel     41  Treasurer
      Ted S. Rzeszuto     42  Vice President and Controller
      Ergin Uskup         57  Vice President, Management Information Systems
                               and Chief Information Officer

 
  All of the executive officers listed above, except Mr. Hewson, Mr. Schwarz,
Mr. Pribel and Mr. Uskup have been employed by the Company in similar
capacities for more than the past five years.
 
  Allen B. Kravis, who was formerly Senior Vice President and Chief Financial
Officer of the Company, resigned effective February 1, 1995. Mr. Kravis, who
was named Senior Vice President and Chief Financial Officer of the Company in
September 1992 had been Senior Vice President, Chief Financial Officer and
Treasurer of the Company since May 1991. He had been a Vice President and
Treasurer of the Company since 1981.
 
  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. 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.
 
 
                                      I-9

 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
  Melvin L. Hecktman, who resigned as vice chairman of the Company effective
September 1, 1993, has a consulting agreement with the Company by which Mr.
Hecktman, until February 28, 1995, will receive annual compensation of
$275,000, plus participation in all bonus and other benefit plans generally
available to executive officers of the Company. The amount of his consulting
compensation is subject to reduction by the amount of compensation he may
receive from new employment. Under the terms of the consulting agreement, Mr.
Hecktman will render such advisory and consulting services as requested by the
Company. If Mr. Hecktman dies during the consulting term, his wife shall
receive one-half of the consulting payments to which Mr. Hecktman is entitled,
such payments to his wife to continue for the balance of Mr. Hecktman's
consulting term or until her earlier death. Mr. Hecktman is restricted from
disclosing proprietary materials and confidential information. In addition, Mr.
Hecktman is restricted from being employed by or consulting with any competing
firm during the consulting period.
 
  Mr. Coolidge, a director of the Company, is the Managing Partner of William
Blair & Company, which from time to time has rendered investment banking and
related services to the Company, for which the Company has paid customary fees.
 
FILINGS UNDER SECTION 16(A) OF THE EXCHANGE ACT
 
  Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and officers to file reports of holdings and transactions
in Common Stock with the Securities and Exchange Commission. Based on Company
records and other information, the Company believes that with respect to the
fiscal year ended August 31, 1994, the Company's directors and officers were in
compliance with all applicable Section 16(a) filing requirements.
 
                                      I-10

 
                             EXECUTIVE COMPENSATION
 
  The table and notes below show the compensation paid to the Chief Executive
Officer and the four other highest-paid officers of the Company who served as
such executive officers on August 31, 1994.
 
 

                          SUMMARY COMPENSATION TABLE


                                               Annual Compensation                   Long-term Compensation
                                      -------------------------------------    ---------------------------------- 
                                                                                     Awards             
                                                                               ---------------------    Long-Term
                            Fiscal                                 Other       Restricted               Incentive    
                             year                                 annual         stock                    Plan        All other 
Name and principal          ended     Salary (1)     Bonus     compensation     Award(s)     Options     payouts     compensation
     Position                8/31        ($)          ($)         ($) (2)       ($) (4)        ($)       ($) (5)      ($) (2)(6)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                             
Joel D. Spungin              1994      431,667         --           (3)            --         45,000      41,198        11,416
Chairman and Chief           1993      420,500      201,344         (3)            --           --        37,683        13,243
Executive Officer            1992      401,975      262,006                        --         30,000      12,088
 
Jeffrey K. Hewson            1994      309,167         --           (3)            --         38,000      23,169         5,076
President and Chief          1993      286,250      119,074         (3)            --           --        14,283         6,382
Operating Officer            1992      268,750      158,125                      85,000       50,000        --  
 
Ronald W. Weissman           1994      216,500       19,530         (3)            --           --        12,902         5,199
Executive Vice Pres.         1993      213,750       74,810         (3)            --           --        14,833         7,378
                             1992      207,500      107,625                        --          7,500       4,489
 
Allen B. Kravis              1994      188,469         --           (3)            --         21,000      11,451         4,559
Sr. Vice Pres., Chief        1993      175,250       65,260         (3)            --           --         9,834         6,494
Financial Officer            1992      158,583       81,488                      21,250       25,000       2,105
 
Steven R. Schwarz            1994      181,890       15,818         (3)            --         21,000       9,677           822
Sr. Vice President           1993      169,875       57,279         (3)            --           --         8,226         2,861
                             1992      152,250       66,500                      34,375       15,000         918

- --------
(1) Includes compensation amounts earned during the fiscal year but deferred
    pursuant to Section 401(k) of the Internal Revenue Code under the Company's
    Profit Sharing PluSavings Plan.
(2) Disclosure of "Other annual compensation" and "All other compensation" is
    not required for the fiscal year ended August 31, 1992.
(3) No amounts of "Other annual compensation" were paid to any named executive
    officer, except for perquisites and other personal benefits which for each
    executive officer did not exceed the lesser of $50,000 or 10% of such
    individual's salary plus bonus.
(4) Restricted stock awards are valued at the market price on date of grant.
    Grants are made under the 1981 Stock Incentive Award Plan, and include tax
    withholding rights which permit the officer to elect to have shares
    withheld to satisfy federal, state and local tax withholding requirements
    when the shares become unrestricted, generally three years after the grant
    date. Dividends are paid on restricted shares at the same rate paid to all
    shareholders. On August 31, 1994, Mr. Schwarz held 2,500 shares of
    restricted stock valued at year-end market value for Common Stock of $9.50
    per share, or a total value of $23,750.
(5) Includes payments from Executive Bonus Plan (as described within the
    Compensation Committee Report on page 14) of awards earned in prior years
    payable in three annual installments as shown below. Awards are partly
    (30%) in cash and partly (70%) in Share Units which are converted to
 
                                      I-11

 
   and paid out in common stock. Cash payments include earnings on the cash
   amounts based on the Company's ROE or the treasury bill rate. Stock payments
   are valued at the stock price as of the date of the award of Share Units:


                                         SPUNGIN HEWSON  WEISSMAN KRAVIS SCHWARZ
                                         ------- ------- -------- ------ -------
                                                          
     1994:
       Cash............................. $15,789 $ 8,885  $4,975  $4,402 $3,730
       Stock............................ $25,409 $14,284  $7,927  $7,049 $5,947
     1993:
       Cash............................. $13,224 $ 4,478  $5,173  $3,328 $2,687
       Stock............................ $24,460 $ 9,805  $9,659  $6,506 $5,539
     1992:
       Cash............................. $ 5,059       0  $1,878  $  880 $  386
       Stock............................ $ 7,029       0  $2,611  $1,225 $  532

(6) Includes (a) Company contributions to the Company's Profit Sharing
    PluSavings Plan (Mr. Spungin-0-, Mr. Hewson -0-, Mr. Weissman -0-, Mr.
    Kravis -0- and Mr. Schwarz -0-; and (b) premiums paid during 1994 for Split
    Dollar Life, Group Life and Accidental Death insurance policies (Mr.
    Spungin $11,416, Mr. Hewson $5,076, Mr. Weissman, $5,199, Mr. Kravis $4,559
    and Mr. Schwarz $822.)
 
LONG-TERM INCENTIVE PLAN
 
  For Fiscal 1994, no bonuses were earned under the Company's long-term
incentive plan, the Executive Bonus Plan.
 
OPTION GRANTS
 
  Options were granted during the fiscal year ended August 31, 1994 to all of
the executives named in the Summary Compensation Table on October 22, 1993 and
August 24, 1994. The following table contains information concerning such
grants:




                                                                                     Potential realizable
                                            Individual Grants                          value at assumed 
                     ------------------------------------------------------------    annual rates of stock
                                    Percent of total                                 price appreciaton for 
                       Options      options granted      Exercise or                    option term (5)
                     Granted (#)      to employees       base price    Expiration    ---------------------
   Name                  (1)        in fiscal year (4)      ($/Sh)        Date          5%($)    10%($)
   ----              -----------    ------------------   -----------   ----------    ---------- ----------
                                                                              
Joel D. Spungin       25,000(2)            6.2%             16.25       10/21/99      138,164     313,447
                      20,000(3)            5.0%             10.00       08/23/98       43,101      92,820
Jeffrey K. Hewson     20,000(2)            5.0%             16.25       10/21/99      110,531     250,757
                      18,000(3)            4.5%             10.00       08/23/98       38,791      83,538
Ronald W. Weissman       -0-                --                --             --           --          --
Allen B. Kravis       12,000(2)            3.0%             16.25       10/21/99       66,319     150,454
                       9,000(3)            2.2%             10.00       08/23/98       19,396      41,769
Steven R. Schwarz     12,000(2)            3.0%             16.25       10/21/99       66,319     150,454
                       9,000(3)            2.2%             10.00       08/23/98       19,396      41,769

 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
- --------
(1) Options are granted under the 1981 Stock Incentive Award Plan at market
    price on the date of grant.
(2) Options granted October 22, 1993 become exercisable in four equal annual
    increments commencing October 21, 1994.
(3) Options granted August 24, 1994 become exercisable in three equal annual
    increments commencing August 23, 1995.
 
                                      I-12

 
(4) Based on 401,050 options granted to employees during the fiscal year.
(5) The amounts under the columns labeled "5%" and "10%" are included pursuant
    to certain rules of the Securities and Exchange Commission, and are not
    intended to forecast future appreciation, if any, in the price of the
    Company's stock. The actual value of the options will vary in accordance
    with the market price of the Company's common stock; any such variance will
    affect all stockholders commensurately.
 
  The following table contains information concerning option exercises during
the last fiscal year by each of the named executive officers and the fiscal
year end values:
 
         AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
 


                                                                         Value of Unexercised
                      Shares                   Number of Unexercised         in-the-Money  
                     Acquired                    Options at FY-End       Options at FY-End (1)
                        on        Value      ------------------------- -------------------------
  Name             exercise (#) realized ($) Exercisable Unexercisable Exercisable Unexercisable
  ----             ------------ ------------ ----------- ------------- ----------- -------------
                                                                 
Joel D. Spungin         --           --         88,310       67,800       $6,192       $4,128
Jeffrey K.              --           --         47,000       71,000       $8,310       $5,540
 Hewson                 
Ronald W.               --           --         71,610       12,500       $5,160       $3,440
 Weissman               
Allen B. Kravis         --           --         44,750       38,000       $3,840       $2,560
Steven R.               --           --         26,450       35,000       $3,870       $2,580
 Schwarz                

- --------
(1) The values given are based on the closing price of the Company's Common
    Stock on August 31, 1994 which was $9.50, less the exercise price, before
    payment of applicable income taxes.
 
EMPLOYMENT AGREEMENTS
 
  Joel D. Spungin has an employment and consulting agreement under which Mr.
Spungin is to be employed at a salary of not less than $425,000, plus
participation in all bonus, stock option and other benefit plans generally
available to executive officers of the Company. The term of employment is until
August 31, 1995, unless the agreement is extended or amended. Upon termination
of the term of employment, other than by the Company for cause, the Company
will retain Mr. Spungin as a consultant for a ten-year period commencing at the
completion of the term of employment, to render such advisory and consulting
services as the Company may reasonably request. The compensation payable to Mr.
Spungin during each year of the consulting period will be equal to two-thirds
of the highest compensation Mr. Spungin received during any one of the five
fiscal years preceding the commencement of the consulting term, but not to
exceed $550,000 per year. In the event of a change in control of the Company of
the type required to be reported under the Securities Exchange Act of 1934, as
amended, (1) Mr. Spungin may elect to have the Company establish a trust funded
with an amount sufficient to provide the payments due Mr. Spungin under the
agreement and (2) Mr. Spungin will be entitled to be paid an amount equal to
the amount of any excise tax which may be imposed on Mr. Spungin by Section
4999 of the Internal Revenue Code of 1986 ("Code") together with any amount
necessary to satisfy any federal, state and local income tax arising therefrom.
Upon Mr. Spungin's death during the employment term, consulting period or
thereafter, his wife, if living, will receive one-half of the consulting
payments to which Mr. Spungin was entitled annually for ten years following his
death, or until her earlier death. A trust has been established by the Company,
and a life insurance policy has been purchased by the Company to be held by the
trust, to provide for the Company's obligations to Mrs. Spungin under the
agreement.
 
  Employment and consulting agreements have been entered into with Messrs.
Hewson, Weissman, Kravis, Schwarz and four other current executive officers not
individually named in the Summary Compensation Table on page I-11. The
agreements generally provide for annual compensation of not less than the
officer's salary at the time the employment agreement was made, plus
participation in all
 
                                      I-13

 
bonus, stock option and other benefit plans generally available to executive
officers of the Company. The term of employment is for two years, and is
extended one day for each day of employment since the date of the agreement, so
that in effect there is continuously two years remaining on the term of
employment. Either party may terminate the agreement for any reason by giving a
two year Notice of Termination. Otherwise, if the officer's employment should
be terminated by the Company, other than for cause, or if the officer should
terminate for good reason, or in the event of his disability, the officer will
be entitled to be paid an amount equal to twice the highest compensation he had
received during any one of the three calendar years preceding the termination,
payable in 24 equal monthly installments. If not sooner terminated, the
employment agreement will end when the officer reaches age 65 at which time the
officer may choose to become a consultant to the Company for a period of four
years at one-half of his annual compensation. The agreement terminates in the
event of death. The agreement also contains provisions restricting the
disclosure of proprietary materials and confidential information and restricts
the officer from being employed by or consulting with any competing firm during
the employment term and for up to two years thereafter. In April 1991, at the
time he became president of the Company, Mr. Hewson's agreement was amended to
provide that if his employment is not terminated voluntarily without good
reason or by the Company for cause within six months after a change in control
of the Company, the term of employment will become three years rather than two
years. Effective September 1, 1994, Mr. Weissman's contract terminated by
mutual agreement and Mr. Weissman took early retirement.
 
  Reference is made to Item 3(b)(i) with respect to amendments to the
employment agreements discussed above.
 
PROFIT SHARING PLUSAVINGS PLAN
 
  The Company has a qualified Profit Sharing Plan in which all salaried
employees and certain hourly paid employees of the Company and its subsidiaries
are eligible to participate following completion of six consecutive months of
employment. The Profit Sharing Plan provides for annual contributions by the
Company in an amount determined by the Board of Directors. The Plan consists of
a "Basic Contribution," "Excess Contribution" and "Matching Contributions." The
Basic Contribution is allocated based on the ratio of each participant's
earnings to the earnings of all participants for the year. Allocations under
the Excess Contribution are based upon participants' earnings in excess of 85%
of the Social Security Taxable Wage Base. The portion vested under the Basic
Contribution described above will be immediately fully vested in the
participant's account. The portion described under the Excess Contribution
vests 10% each year for the first four years and 20% per year thereafter, until
fully vested after seven years. Upon retirement, death or disability, a
participant or his beneficiary is entitled to the entire amount of his account.
A participant whose employment terminates for any reason other than retirement,
death or disability is entitled to only the vested portion of his account. The
plan also permits employees to have contributions made as 401(k) salary
deferrals on their behalf and to make after-tax voluntary contributions.
 
  There was no Company contribution to the Profit Sharing PluSavings Plan for
the year ended August 31, 1994 (except for the Matching Contributions described
below).
 
  The Plan provides that the Company may match employee contributions made as
401(k) salary deferrals. The Company is contributing $.25 for each $1.00 of
pre-tax employee contributions, on contributions up to 4% of eligible wages.
For the year ended August 31, 1994, the Company paid $494,347 in matching
contributions.
 
PENSION PLANS
 
  The Company and its subsidiary maintain noncontributory pension plans
covering substantially all employees. Employees are eligible to participate
following the conclusion of twelve consecutive months of employment and the
attainment of age 21. The Pension Plan provides for annual retirement benefits
 
                                      I-14

 
at age 65 equal to one percent of an employee's career-average annual
compensation (as reported to the Internal Revenue Service) multiplied by the
number of years of credited service up to a maximum of 40 years; however, an
employee's annual compensation for each year of service prior to September
1989, is deemed to be the compensation earned by such employee during the
twelve month period ending on August 31, 1989. Employees' pension rights fully
vest after five years of service. These benefits are in addition to normal
Social Security retirement benefits. Alternative benefit options of early
retirement, joint and survivor annuity, and disability are also available. All
such options are of actuarially equivalent value to the basic pension. The
normal retirement age under this plan is 65. The Pension Plan contribution
accrued for the fiscal year ended August 31, 1994 was $1,705,817.
 
  United also maintains a number of retirement benefit plans for its employees
who are covered under collective bargaining agreements.
 
  The following table sets forth the estimated annual benefits upon retirement
at age 65 under the pension plan to the five executive officers individually
named in the Summary Compensation Table on page 12 (calculated on the basis of
estimated years of service at retirement age and levels of compensation paid in
calendar year 1994, assuming 5.5% compounded annual increases):
 


                                                                      ESTIMATED
                                                                        ANNUAL
                                                                      PENSION AT
       NAME OF PARTICIPANT                                            RETIREMENT
       -------------------                                            ----------
                                                                   
      Joel D. Spungin................................................  $150,493
      Jeffrey K. Hewson..............................................  $ 37,607
      Ronald W. Weissman.............................................  $ 65,071
      Allen B. Kravis................................................  $ 43,818
      Steven R. Schwarz..............................................  $ 85,042

 
  As of August 31, 1994, the credited years of service under the Pension Plan
for the five individuals named were as follows: Mr. Spungin, 36 years; Mr.
Hewson, 4 years; Mr. Weissman, 26 years; Mr. Kravis, 19 years and Mr. Schwarz,
17 years.
 
  The Company's contributions to the Pension Plan are not allocated to the
accounts of the individual participants.
 
SUPPLEMENTAL BENEFITS PLAN
 
  The Board of Directors has adopted a nonqualified unfunded program
("Supplemental Benefits Plan") to provide for the payment to individuals of
benefits which would otherwise be payable under the Company's Pension Plan and
Profit Sharing PluSavings Plan but which may not be paid under such plans due
to limits imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code.
In addition, the plan also provides that a participant in the plan who has
reached 40 years of service and age 65, but continues as an employee (for
example, under a consulting agreement) would be able to elect to receive, upon
retirement, the lump sum amount to which he or she would have been entitled had
retirement begun at age 65. As of September 1, 1994, Messrs. Spungin, Hewson,
Weissman, Kravis, and Schwarz would be entitled to receive potential annual
pension payments, pursuant to the Supplemental Benefits Plan, of approximately
$93,089, $109,434, $4,303, $17,625 and $79,031 respectively, commencing at
normal retirement age.
 
                                      I-15

EX-99.1

                                                                       EXHIBIT 1

     Mr. Melvin L. Hecktman is President of Hecktman Management, an investment
management and consulting firm. Mr. Hecktman served as Vice Chairman of the
Company from September 1, 1989 through August 31, 1993. For several years prior
to January 1984, he had served in various executive capacities. Mr. Hecktman
also serves as a director of Gulf South Medical Supply, Inc.

     Mr. Hewson has been President and Chief Operating Officer of the Company
since April 10, 1991. He 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, Inc. American Brands is a global consumer products holding
company. He is also employed by and is an executive officer of United.

CONCERNING THE BOARD OF DIRECTORS AND BOARD COMMITTEES

     During the fiscal year ended August 31, 1994, the Board of Directors held
eight meetings and took action by unanimous written consent in lieu of meeting
on five occasions. Each director attended all of (1) the meetings of the Board
of Directors held during the last full fiscal year and (2) the meetings held by
all committees of the board on which he served (during the periods that he
served) during the last fiscal year.

     Directors who are not officers or employees of the Company receive an
annual retainer fee of $18,000, plus a fee of $1,000 for each board meeting
attended and a fee of $600 for each committee meeting attended. An additional
fee of $250 per committee meeting is paid to the chairman of each committee.
When Company business requires an overnight stay for a board or committee
meeting, an additional $600 is paid. Certain of such fees may be deferred under
the Directors' Deferred Compensation Plan. The Company also has a retirement
program for its outside directors who have served at least one year as a
director. Under the program, directors are entitled to receive, upon their
retirement from the board after the age of 65, 50% of their last annual retainer
per year of service for those directors with less than seven years of service
and 100% of their last annual retainer per year of service as a director for
those with 7 or more years of service. In addition, all directors are reimbursed
for travel expenses incurred in attending meetings. The Company also maintains a
term life insurance policy in the amount of $100,000 for the benefit of each
director.

     The Board of Directors has an Executive Committee, an Audit Committee, a
Compensation Committee, a Finance Committee and a Nominating Committee.

     During the fiscal year ended August 31, 1994, the Executive Committee
consisted of Joel D. Spungin (Chairman), Melvin L. Hecktman and Jack J. Crocker
through January 1994. Upon Jack Crocker's retirement from the Board of Directors
in January 1994, Jeffrey K. Hewson was appointed in his place. The Executive
Committee met three times during the last fiscal year. The Executive Committee
is authorized to exercise the powers of the Board of Directors in the management
of the business and affairs of the Company with certain exceptions. The
Executive Committee also serves as the administrative committee for the
Company's Voluntary Employees' Beneficiary Association.

     During the fiscal year ended August 31, 1994, the Audit Committee consisted
of Jack Twyman (Chairman), E. David Coolidge III, Jack J. Crocker, Ira A.
Eichner and David R. Smith. Douglas K. Chapman replaced Jack Crocker as a member
of the Audit Committee in January 1994. The Audit Committee met four times
during the last fiscal year. The functions of the Audit Committee are to
recommend the independent public accountants to the Board of Directors; review
the scope of the 

                                       7

 
independent public accountants' examination; review the
compensation of the independent public accountants; consider the results of the
independent public accountants' review of internal accounting controls and
suggestions for improvements; discuss matters of concern to the independent
public accountants resulting from the audit; review changes in accounting
principles in the financial statements; and review nonauditing services
performed for the Company by the independent public accountants.

     During the fiscal year ended August 31, 1994, the Compensation Committee
consisted of E. David Coolidge III (Chairman), Jack J. Crocker, David R. Smith
and Jack Twyman. Douglas K. Chapman replaced Jack J. Crocker upon his retirement
in January 1994. The Compensation Committee met three times during the last
fiscal year. The Compensation Committee reviews and makes recommendations upon
proposals by management as to compensation, bonuses, employment agreements and
other benefits, and policies respecting such matters, for the officers of the
Company and its subsidiaries. The members of the Compensation Committee also
serve as the Plan Administrative Committee for the Company's 1981 Stock
Incentive Award Plan, as the Incentive Committee of the Management Incentive
Plan, as the Committee administering the Executive Bonus Plan, as the
Administrative Committee for the 1985 Nonqualified Stock Option Plan and as the
Investment Committee for the United Stationers Inc. Profit Sharing Trust.

     During the fiscal year ended August 31, 1994, the Finance Committee
consisted of Joel D. Spungin (Chairman), E. David Coolidge III, Ira A. Eichner,
Melvin L. Hecktman and David R. Smith. The Finance Committee met two times
during the last fiscal year. The function of the Finance Committee is to review
management's proposed policies and actions, and make appropriate recommendations
to the Board of Directors regarding: the Company's basic capital structure and
long-term financial goals; the type, timing, amount and cost of long-term debt
and equity financing; acquisition and divestiture opportunities; the repurchase
of the Company's shares; the annual operating and capital expenditure plans;
liquidity management; capital acquisitions and dispositions in excess of $1.5
million; and dividend policy and quarterly payments.

     During the fiscal year ended August 31, 1994, the Nominating Committee
consisted of Jerold A. Hecktman (Chairman), Jack J. Crocker, E. David Coolidge
III and Ira A. Eichner. Jack Twyman was named to replace Jack Crocker at the
January 1994 meeting. The Nominating Committee met once during the fiscal year
ended August 31, 1994. The Nominating Committee was formed to seek nominees for
the Board of Directors. The Nominating Committee will consider nominees
recommended by stockholders. Any stockholder wishing to submit a recommendation
to the Nominating Committee should send a signed letter of recommendation to
United Stationers Inc., 2200 East Golf Road, Des Plaines, Illinois 60016-1267,
Attention: Otis H. Halleen, Secretary. Recommendation letters should state the
full name and address of each proposed nominee, a brief resume, a brief
biographical history including past and current directorships and employment,
and the reasons for recommendation. Nominations for election at the Company's
Annual Meeting to be held in January 1996 must be submitted no later than
October 13, 1995.

PROPOSAL TO APPROVE AN AMENDMENT TO THE 1981 STOCK INCENTIVE AWARD PLAN

     The 1981 Stock Incentive Award Plan (the "1981 Plan") became effective in
1981 and is due to expire on September 22, 2001. The 1981 Plan is administered
by a plan administrative committee consisting of the members of the Board's
Compensation Committee. The committee is authorized 

                                       8

 
to grant non-qualified stock options and/or restricted stock to such key
managerial employees, at such times, in such amounts, and on such terms and
subject to such restrictions as the committee deems appropriate to accomplish
the purposes of the Plan.

     As of August 31, 1994, the end of the Company's fiscal year, there were
approximately 177 employees eligible to participate in the 1981 Plan;
approximately 170 employees hold options under the Plan as of that date. During
the fiscal year ended August 31, 1994, options for 224,800 shares were granted
to 134 employees on October 22, 1993 at an exercise price of $16.25 per share,
an option for 7,000 shares was granted to one officer on April 13, 1994 at an
exercise price of $12.50 per share, and options for 169,250 shares were granted
to 121 employees on August 24, 1994 at an exercise price of $10.00.

     On October 11, 1994, the Board of Directors adopted an amendment to the
1981 Plan, and directed that the amendment be submitted to the stockholders for
approval at the next annual meeting. The amendment (i) increases the number of
shares of common stock available for award by 10% or 162,000 shares, from
1,620,000 shares to 1,782,000 shares, subject to anti-dilution adjustments, and
(ii) authorizes the committee, at the time of making a grant, to specify that a
portion of the exercise price may be paid by delivery of a promissory note to
the Company.

     The specific proposed amendment to the 1981 Plan is attached as Appendix A
to this Proxy Statement.

     The reasons for the amendment are as follows:

     Of the 1,620,000 shares previously covered by the 1981 Plan, as of October
11, 1994 options were outstanding for a total of 1,114,000 shares at exercise
prices ranging from $8.64 to $19.39 per share. A total of 420,306 shares have
been issued upon the exercise of options (and 56,750 shares of restricted stock
have been issued), and 28,944 shares remain available for grant of additional
awards. It is anticipated that certain of the presently outstanding options will
expire or lapse without exercise. The shares reserved for issuance upon exercise
of those options will then become available for future grants. Nevertheless, the
Company believes that the shares available and to become available will be
insufficient to cover the remaining term of the Plan (until 2001), and it will
be necessary and appropriate to adopt a new option plan within the next year or
two. The purpose for increasing the number of authorized shares by 10%, or
162,000 shares, is to make available a sufficient number of shares for a special
option grant (described below) and to cover anticipated needs until a new plan
is adopted.

     Management and the Board of Directors deem it to be in the best interests
of the Company and its stockholders for officers of the Company and its
subsidiary to have a substantial equity investment in the Company. To assist the
officers, the Board of Directors also adopted an amendment to Section 5(g) of
the 1981 Plan to permit participants in the Plan, when specifically authorized
by the Compensation Committee, to pay for shares in part by delivery of a
promissory note to the Company.

     Section 5(g) of the 1981 Plan, as amended, states:

     "Method of Exercise"

     "Options may be exercised by giving written notice to the Treasurer of the
     Company, stating the number of shares of Common Stock with respect to which
     the option is being exercised and tendering payment therefor. Payment for
     Common Stock, whether in cash, other shares of Common Stock or other
     property, shall be made in full at the time that an 

                                       9

 
     option, or any part thereof, is exercised, or in such other manner and at
     such other time as the Committee shall authorize at the time of grant,
     including, without limitation, by delivery of a note of the individual
     exercising the option."

     The amendment added the underlined language.

     The Committee thereafter, on October 13, 1994, granted special short-term
options to the officers of the Company and its subsidiary, exercisable only
after approval of the Plan amendment by the stockholders and no later than
February 1, 1995. The exercise price for these special options is $10.50 per
share, the fair market value of the stock on the date of grant. Shares acquired
upon exercise of these options must be held for at least two years. Up to 50% of
the exercise price may be paid by a full-recourse promissory note being
delivered to the Company. The notes will bear interest, payable quarterly, at
the Company's borrowing rate. 15% of the principal will be payable annually, and
the entire remaining principal will become due in 5 years or earlier if the
officer's employment terminates or in the event of the transfer or sale of the
shares.

     Options for a total of 100,000 shares were granted to 23 officers under
this special grant, including options for 1,500, 5,000 and 5,000 shares,
respectively for Messrs. Hewson, Kravis and Schwarz, and options for a total of
18,000 shares for six other executive officers of the Company.

     The Committee has no present plans to grant any further options permitting
the use of promissory notes as partial payment for exercise of the options, but
the amendment will permit them to do so, should circumstances warrant.

     The Board of Directors recommends a vote FOR approval and ratification of
the amendment to the 1981 Stock Incentive Award Plan.

     The affirmative vote of the holders of not less than a majority of the
outstanding common stock present in person or represented by proxy and entitled
to vote at the meeting is required to adopt the proposal, which reads as
follows:

     "RESOLVED: that the amendment to the Company's 1981 Stock Incentive Award
     Plan, as adopted by the Board of Directors, is hereby approved and
     ratified.

PROPOSAL TO APPROVE AN AMENDMENT TO THE MANAGEMENT INCENTIVE PLAN

     The Company's Management Incentive Plan ("MIP") provides annual incentive
compensation opportunities to officers and upper management level participants
based on Company performance, region and/or division performance and, for
certain participants, personal performance. Under the MIP, annual targets are
set by the Board of Directors and bonuses are awarded based on percentage
attainment of the targets.

     Bonuses earned under the MIP have been payable in cash after the end of
each fiscal year. On October 11, 1994, the Board of Directors, in order to
encourage management employees to acquire ownership interests in the Company,
adopted an amendment to the MIP permitting participants to elect to receive up
to one-half of their earned bonus in Company common stock, and directed that the
amendment be submitted for approval by the stockholders at the next annual 
meeting.

     A copy of the Amendment is attached as Appendix B to this proxy statement.

                                       10



 
     Under the amendment, participants who so elect may receive Company common
stock having a value equal to 120% of the cash value. Elections to receive
common stock in lieu of cash as part of the bonus must be made prior to the end
of the fiscal year (except that executive officers of the Company must make
their election, if any, by February 28 of each fiscal year).

     Any shares of common stock awarded under the MIP must be held for at least
two years. No more than 300,000 shares may be issued under the MIP.

     As of August 31, 1994, approximately 177 management employees were eligible
to participate in the MIP. All of the eligible participants will be entitled to
elect to receive common stock as part of their bonus. Common stock received as
part of the bonus will be taxable to the participant based on the value of the
stock received. Any taxes required to be withheld will be withheld from the cash
portion of the participant's bonus.

     The Board of Directors recommends a vote FOR approval and ratification of
the amendment to the Management Incentive Plan, in order to encourage management
employees to acquire a further equity interest in the Company to align their
interests with those of the other stockholders of the Company.

     The affirmative vote of holders of not less than a majority of the
outstanding common stock present in person or represented by proxy and entitled
to vote at the meeting is required for the adoption of the proposal, which reads
as follows:

     "RESOLVED: that the amendment to the Company's Management Incentive Plan,
     in the form adopted by the Board of Directors on October 11, 1994, be and
     it is hereby approved and ratified."

                                      11

 
EXECUTIVE COMPENSATION

The table and notes below show the compensation paid to the Chief Executive
Officer and the four other highest-paid officers of the Company who served as
such executive officers on August 31, 1994.


                          SUMMARY COMPENSATION TABLE


                                               Annual Compensation                   Long-term Compensation
                                      -------------------------------------    ---------------------------------- 
                                                                                     Awards             
                                      -------------------------------------    ---------------------    Long-Term
                            Fiscal                                 Other       Restricted               Incentive    
                             year                                 annual         stock                    Plan        All other 
Name and principal          ended     Salary (1)     Bonus     compensation     Award(s)     Options     payouts     compensation
     Position                8/31        ($)          ($)         ($) (2)       ($) (4)        ($)       ($) (5)      ($) (2)(6)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                             
Joel D. Spungin              1994      431,667         --           (3)            --         45,000      41,198        11,416
Chairman and Chief           1993      420,500      201,344         (3)            --           --        37,683        13,243
Executive Officer            1992      401,975      262,006                        --         30,000      12,088
 
Jeffrey K. Hewson            1994      309,167         --           (3)            --         38,000      23,169         5,076
President and Chief          1993      286,250      119,074         (3)            --           --        14,283         6,382
Operating Officer            1992      268,750      158,125                      85,000       50,000        --  
 
Ronald W. Weissman           1994      216,500       19,530         (3)            --           --        12,902         5,199
Executive Vice Pres.         1993      213,750       74,810         (3)            --           --        14,833         7,378
                             1992      207,500      107,625                        --          7,500       4,489
 
Allen B. Kravis              1994      188,469         --           (3)            --         21,000      11,451         4,559
Sr. Vice Pres., Chief        1993      175,250       65,260         (3)            --           --         9,834         6,494
Financial Officer            1992      158,583       81,488                      21,250       25,000       2,105
 
Steven R. Schwarz            1994      181,890       15,818         (3)            --         21,000       9,677           822
Sr. Vice President           1993      169,875       57,279         (3)            --           --         8,226         2,861
                             1992      152,250       66,500                      34,375       15,000         918

___________

(1)  Includes compensation amounts earned during the fiscal year but deferred
     pursuant to Section 401(k) of the Internal Revenue Code under the Company's
     Profit Sharing PluSavings Plan.

(2)  Disclosure of "Other annual compensation" and "All other compensation" is
     not required for the fiscal year ended August 31, 1992.

(3)  No amounts of "Other annual compensation" were paid to any named executive
     officer, except for perquisites and other personal benefits which for each
     executive officer did not exceed the lesser of $50,000 or 10% of such
     individual's salary plus bonus.

(4)  Restricted stock awards are valued at the market price on date of grant.
     Grants are made under the 1981 Stock Incentive Award Plan, and include tax
     withholding rights which permit the officer to elect to have shares
     withheld to satisfy federal, state and local tax withholding requirements
     when the shares become unrestricted, generally three years after the grant
     date.  


                                      12



 
     Dividends are paid on restricted shares at the same rate paid to all
     shareholders.  On August 31, 1994, Mr. Schwarz held 2,500 shares of
     restricted stock valued at year-end market value for Common Stock of $9.50
     per share, or a total value of $23,750.

(5)  Includes payments from Executive Bonus Plan (as described within the
     Compensation Committee Report on page 14) of awards earned in prior years
     payable in three annual installments as shown below. Awards are partly
     (30%) in cash and partly (70%) in Share Units which are converted to and
     paid out in common stock. Cash payments include earnings on the cash
     amounts based on the Company's ROE or the treasury bill rate. Stock
     payments are valued at the stock price as of the date of the award of Share
     Units:




                       Spungin  Hewson   Weissman  Kravis  Schwarz
                       -------  -------  --------  ------  -------
                                            

           1994:
              Cash     $15,789  $ 8,885    $4,975  $4,402   $3,730
              Stock    $25,409  $14,284    $7,927  $7,049   $5,947
           1993:
              Cash     $13,224  $ 4,478    $5,173  $3,328   $2,687
              Stock    $24,460  $ 9,805    $9,659  $6,506   $5,539
           1992:
              Cash     $ 5,059        0    $1,878  $  880   $  386
              Stock    $ 7,029        0    $2,611  $1,225   $  532

(6)  Includes (a)Company contributions to the Company's Profit Sharing
     PluSavings Plan (Mr. Spungin -0-, Mr. Hewson -0-, Mr. Weissman -0-, Mr.
     Kravis -0- and Mr. Schwarz -0-; and (b) premiums paid during 1994 for Split
     Dollar Life, Group Life and Accidental Death insurance policies (Mr.
     Spungin $11,416, Mr. Hewson $5,076, Mr. Weissman, $5,199, Mr. Kravis $4,559
     and Mr. Schwarz $822.)

LONG-TERM INCENTIVE PLAN

   For Fiscal 1994, no bonuses were earned under the Company's long-term
incentive plan, the Executive Bonus Plan (described in the Compensation
Committee Report on page 17).

                                       13

 
Options were granted during the fiscal year ended August 31, 1994 to all of the
executives named in the Summary Compensation Table on October 22, 1993 and
August 24, 1994. The following table contains information concerning such
grants:

                       OPTION GRANTS IN LAST FISCAL YEAR



                                                                               Potential realizable
                                        Individual Grants                        value at assumed
                    --------------------------------------------------------  annual rates of stock
                                  Percent of total                            price appreciation for
                      Options     options granted    Exercise or                 option term (5)
                    Granted (1)     to employees     base price   Expiration  ----------------------
       Name             (#)      in fiscal year (4)    ($/Sh)        Date        5%($)     10%($)
- ------------------  -----------  ------------------  -----------  ----------  ---------   ----------
                                                                         
Joel D. Spungin      25,000(2)          6.2%            16.25      10/21/99     138,164   313,447
                     20,000(3)          5.0%            10.00      08/23/98      43,101    92,820
Jeffrey K. Hewson    20,000(2)          5.0%            16.25      10/21/99     110,531   250,757
                     18,000(3)          4.5%            10.00      08/23/98      38,791    83,538
Ronald W. Weissman      -0-              --              --           --          --        --
Allen B. Kravis      12,000(2)          3.0%            16.25      10/21/99      66,319   150,454
                      9,000(3)          2.2%            10.00      08/23/98      19,396    41,769
Steven R. Schwarz    12,000(2)          3.0%            16.25      10/21/99      66,319   150,454
                      9,000(3)          2.2%            10.00      08/23/98      19,396    41,769

___________
(1)  Options are granted under the 1981 Stock Incentive Award Plan at market
     price on the date of grant.

(2)  Options granted October 22, 1993 become exercisable in four equal annual
     increments commencing October 21, 1994.

(3)  Options granted August 24, 1994 become exercisable in three equal annual
     increments commencing August 23, 1995.

(4)  Based on 401,050 options granted to employees during the fiscal year.

(5)  The amounts under the columns labeled "5%" and "10%" are included pursuant
     to certain rules of the Securities and Exchange Commission, and are not
     intended to forecast future appreciation, if any, in the price of the
     Company's stock.  The actual value of the options will vary in accordance
     with the market price of the Company's common stock; any such variance will
     affect all stockholders commensurately.

                                       14

 
  The following table contains information concerning option exercises during
the last fiscal year by each of the named executive officers and the fiscal year
end values:

         AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES



                                                                                 Value of Unexercised
                    Shares                          Number of Unexercised            in-the-Money
                    acquired                          Options at FY-End          Options at FY-End (1)
                       on           Value         --------------------------  ---------------------------
      Name         exercise (#)   realized ($)    Exercisable  Unexercisable  Exercisable   Unexercisable
- ---------------    ------------   ------------    -----------  -------------  -----------   -------------
                                                                          
Joel D. Spungin         --            --             88,310        67,800        $6,192        $4,128
Jeffrey K.              --            --             47,000        71,000        $8,310        $5,540
 Hewson
Ronald W.               --            --             71,610        12,500        $5,160        $3,440
 Weissman
Allen B. Kravis         --            --             44,750        38,000        $3,840        $2,560
Steven R.               --            --             26,450        35,000        $3,870        $2,580
 Schwarz

___________
(1)  The values given are based on the closing price of the Company's Common
     Stock on August 31, 1994 which was $9.50, less the exercise price, before
     payment of applicable income taxes.

EMPLOYMENT AGREEMENTS

     Joel D. Spungin has an employment and consulting agreement under which Mr.
Spungin is to be employed at a salary of not less than $425,000, plus
participation in all bonus, stock option and other benefit plans generally
available to executive officers of the Company. The term of employment is until
August 31, 1995, unless the agreement is extended or amended. Upon termination
of the term of employment, other than by the Company for cause, the Company will
retain Mr. Spungin as a consultant for a ten-year period commencing at the
completion of the term of employment, to render such advisory and consulting
services as the Company may reasonably request. The compensation payable to Mr.
Spungin during each year of the consulting period will be equal to two-thirds
of the highest compensation Mr. Spungin received during any one of the five
fiscal years preceding the commencement of the consulting term, but not to
exceed $550,000 per year. In the event of a change in control of the Company of
the type required to be reported under the Securities Exchange Act of 1934, as
amended, (1) Mr. Spungin may elect to have the Company establish a trust funded
with an amount sufficient to provide the payments due Mr. Spungin under the
agreement and (2) Mr. Spungin will be entitled to be paid an amount equal to the
amount of any excise tax which may be imposed on Mr. Spungin by Section 4999 of
the Internal Revenue Code of 1986 ("Code") together with any amount necessary to
satisfy any federal, state and local income tax arising therefrom. Upon Mr.
Spungin's death during the employment term, consulting period or thereafter, his
wife, if living, will receive one-half of the consulting payments to which Mr.
Spungin was entitled annually for ten years following his death, or until her
earlier death. A trust has been established by the Company, and a life insurance
policy has been purchased by the company to be held by the trust, to provide for
the Company's obligations to Mrs. Spungin under the agreement.

     Employment and consulting agreements have been entered into with Messrs.
Hewson, Weissman, Kravis, Schwarz and four other current executive officers not
individually named in the Summary Compensation Table on page 12. The agreements
generally provide for annual compensation of not less than the officer's salary
at the time the employment agreement was made, plus participation in all bonus,
stock option and other benefit plans generally available to executive officers
of the Company. The term of employment is for two years, and is extended one day
for each day of 

                                       15

 
employment since the date of the agreement, so that in effect there is
continuously two years remaining on the term of employment. Either party may
terminate the agreement for any reason by giving a two year Notice of
Termination. Otherwise, if the officer's employment should be terminated by the
Company, other than for cause, or if the officer should terminate for good
reason, or in the event of his disability, the officer will be entitled to be
paid an amount equal to twice the highest compensation he had received during
any one of the three calendar years preceding the termination, payable in 24
equal monthly installments. If not sooner terminated, the employment agreement
will end when the officer reaches age 65 at which time the officer may choose to
become a consultant to the Company for a period of four years at one-half of his
annual compensation. The agreement terminates in the event of death. The
agreement also contains provisions restricting the disclosure of proprietary
materials and confidential information and restricts the officer from being
employed by or consulting with any competing firm during the employment term and
for up to two years thereafter. In April 1991, at the time he became president
of the Company, Mr. Hewson's agreement was amended to provide that if his
employment is not terminated voluntarily without good reason or by the Company
for cause within six months after a change in control of the Company, the term
of employment will become three years rather than two years. Effective September
1, 1994, Mr. Weissman's contract terminated by mutual agreement and Mr. Weissman
took early retirement.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Board of Directors is made up entirely of
outside Directors. The Committee is responsible for recommending to the Board of
Directors annual competitive base compensation structures, and appropriate bonus
payouts for officers and senior management based on performance, and awards
under the Company's Stock Incentive Award Plan to align long-term executive
compensation with the interests of shareholders.

PHILOSOPHY

     The Compensation Committee is guided by the following principles:

     .    Compensation programs are designed to provide competitive base
          salaries, annual incentive, and long-term rewards when Company
          objectives are met. The Company uses stock options and restricted
          stock grants primarily to align management's interests with those of
          the Company's shareholders.

     .    Compensation programs are designed simply, whenever possible, for
          ease of understanding. Participants are fully informed about what the
          possible rewards are, and what they must do to earn them.

     .    Total compensation is aimed at being competitive with an appropriate
          comparative group of companies. Hewitt Associates, an outside
          compensation consultant, works closely with management and reports to
          the Compensation Committee on how the Company's compensation practices
          compare to the practices within the comparative companies.

COMPONENTS OF OVERALL COMPENSATION

     The Compensation Committee considers several factors when determining
compensation of executives, other officers, and senior managers.

     .    Company Performance - The Committee sets, in conjunction with the
          Board of Directors, annual earnings, return to shareholders' equity
          targets, which are used in determining the level of incentive awards.


                                       16

 
PROFIT SHARING PLUSAVINGS PLAN

     The Company has a qualified Profit Sharing Plan in which all salaried
employees and certain hourly paid employees of the Company and its subsidiaries
are eligible to participate following completion of six consecutive months of
employment. The Profit Sharing Plan provides for annual contributions by the
Company in an amount determined by the Board of Directors. The Plan consists of
a "Basic Contribution," "Excess Contribution" and "Matching Contributions." The
Basic Contribution is allocated based on the ratio of each participant's
earnings to the earnings of all participants for the year. Allocations under the
Excess Contribution are based upon participants' earnings in excess of 85% of
the Social Security Taxable Wage Base. The portion vested under the Basic
Contribution described above will be immediately fully vested in the
participant's account. The portion described under the Excess Contribution vests
10% each year for the first four years and 20% per year thereafter, until fully
vested after seven years. Upon retirement, death or disability, a participant or
his beneficiary is entitled to the entire amount of his account. A participant
whose employment terminates for any reason other than retirement, death or
disability is entitled to only the vested portion of his account. The plan also
permits employees to have contributions made as 401(k) salary deferrals on their
behalf and to make after-tax voluntary contributions.

     There was no Company contribution to the Profit Sharing PluSavings Plan for
the year ended August 31, 1994 (except for the Matching Contributions described
below).

     The Plan provides that the Company may match employee contributions made as
401(k)  salary deferrals. The Company is contributing $.25 for each $1.00 of
pre-tax employee contributions, on contributions up to 4% of eligible wages. For
the year ended August 31, 1994, the Company paid $494,347 in matching
contributions.

PENSION PLANS

     The Company and its subsidiary maintain noncontributory pension plans
covering substantially all employees. Employees are eligible to participate
following the conclusion of twelve consecutive months of employment and the
attainment of age 21. The Pension Plan provides for annual retirement benefits
at age 65 equal to one percent of an employee's career-average annual
compensation (as reported to the Internal Revenue Service) multiplied by the
number of years of credited service up to a maximum of 40 years; however, an
employee's annual compensation for each year of service prior to September 1989,
is deemed to be the compensation earned by such employee during the twelve month
period ending on August 31, 1989. Employees' pension rights fully vest after
five years of service. These benefits are in addition to normal Social Security
retirement benefits. Alternative benefit options of early retirement, joint and
survivor annuity, and disability are also available. All such options are of
actuarially equivalent value to the basic pension. The normal retirement age
under this plan is 65. The Pension Plan contribution accrued for the fiscal year
ended August 31, 1994 was $1,705,817.

     United also maintains a number of retirement benefit plans for its
employees who are covered under collective bargaining agreements.


                                       20

 
     The following table sets forth the estimated annual benefits upon
retirement at age 65 under the pension plan to the five executive officers
individually named in the Summary Compensation Table on page 12 (calculated on
the basis of estimated years of service at retirement age and levels of
compensation paid in calendar year 1994, assuming 5.5% compounded annual
increases):




                                 Estimated Annual Pension
         Name of Participant          at Retirement     
         -------------------     ------------------------
                              
         Joel D. Spungin                 $150,493       
         Jeffrey K. Hewson               $ 37,607
         Ronald W. Weissman              $ 65,071
         Allen B. Kravis                 $ 43,818
         Steven R. Schwarz               $ 85,042
 


     As of August 31, 1994, the credited years of service under the Pension Plan
for the five individuals named were as follows: Mr. Spungin, 36 years; Mr.
Hewson, 4 years; Mr. Weissman, 26 years; Mr. Kravis, 19 years and Mr. Schwarz,
17 years.

     The Company's contributions to the Pension Plan are not allocated to the
accounts of the individual participants.

SUPPLEMENTAL BENEFITS PLAN

     The Board of Directors has adopted a nonqualified unfunded program
("Supplemental Benefits Plan") to provide for the payment to individuals of
benefits which would otherwise be payable under the Company's Pension Plan and
Profit Sharing PluSavings Plan but which may not be paid under such plans due to
limits imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code. In
addition, the plan also provides that a participant in the plan who has reached
40 years of service and age 65, but continues as an employee (for example, under
a consulting agreement) would be able to elect to receive, upon retirement, the
lump sum amount to which he or she would have been entitled had retirement begun
at age 65. As of September 1, 1994, Messrs. Spungin, Hewson, Weissman, Kravis,
and Schwarz would be entitled to receive potential annual pension payments,
pursuant to the Supplemental Benefits Plan, of approximately $93,089, $109,434,
$4,303, $17,625 and $79,031 respectively, commencing at normal retirement age.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Melvin L. Hecktman, who resigned as vice chairman of the Company effective
September 1, 1993, has a consulting agreement with the Company by which Mr.
Hecktman, until February 28, 1995, will receive annual compensation of $275,000,
plus participation in all bonus and other benefit plans generally available to
executive officers of the Company. The amount of his consulting compensation is
subject to reduction by the amount of compensation he may receive from new
employment. Under the terms of the consulting agreement, Mr. Hecktman will
render such advisory and consulting services as requested by the Company. If Mr.
Hecktman dies during the consulting term, his wife shall receive one-half of
the consulting payments to which Mr. Hecktman is entitled, such payments to his
wife to continue for the balance of Mr. Hecktman's consulting term or until her
earlier death. Mr. Hecktman is restricted from disclosing proprietary materials
and confidential information. In addition, Mr. Hecktman is restricted from being
employed by or consulting with any competing firm during the consulting period.

     Mr. Coolidge, a director of the Company, is a partner of William Blair
& Company, which from time to time has rendered investment banking and related
services to the Company, for which the Company has paid customary fees.


                                       21

EX-99.2

 
                                                                [EXECUTION COPY]


                                   EXHIBIT 2

                          AGREEMENT AND PLAN OF MERGER

                                    BETWEEN

                           ASSOCIATED HOLDINGS, INC.

                                      AND

                             UNITED STATIONERS INC.

 
                               TABLE OF CONTENTS
                               -----------------



                                                                Page
                                                                ----
                                                          
ARTICLE 1  THE MERGER..........................................   1
      1.1  The Merger..........................................   1
      1.2  Effective Time of the Merger........................   2
      1.3  Closing.............................................   2

ARTICLE 2  THE OFFER...........................................   2
      2.1  The Offer...........................................   2
      2.2  Company Action......................................   5
      2.3  Company Board of Directors..........................   6

ARTICLE 3  EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
           CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES..   8
      3.1  Effect on Capital Stock.............................   8
      3.2  Adjustment of Merger Consideration..................  10
      3.3  Shares of Dissenting Stockholders...................  10
      3.4  Exchange of Company Common Stock Certificates.......  11
      3.5  Exchange of AHI Stock...............................  12
      3.6  Company Stock Options...............................  13
      3.7  AHI Stock Options...................................  13
      3.8  Short-Form Merger...................................  13

ARTICLE 4  REPRESENTATIONS AND WARRANTIES......................  14
      4.1  Representations and Warranties of the Company.......  14
      4.2  Representations and Warranties of AHI...............  21

ARTICLE 5  COVENANTS RELATING TO CONDUCT OF BUSINESS...........  30
      5.1  Covenants of the Company............................  30
      5.2  Covenants of AHI....................................  34

ARTICLE 6  ADDITIONAL AGREEMENTS...............................  36
      6.1  Information Statements; Offering Documents..........  36
      6.2  Access to Information...............................  37
      6.3  Stockholder Approval................................  37
      6.4  Legal Conditions to Merger..........................  38
      6.5  Financing...........................................  38
      6.6  Expenses............................................  39
      6.7  Brokers or Finders..................................  39
      6.8  Indemnification and Insurance.......................  40
      6.9  Additional Agreements...............................  43
     6.10  Employee Contracts and Employee Benefit Plans.......  43
     6.11  Financial Condition.................................  45
     6.12  Compliance Certificates.............................  45
     6.13  Company Dividends...................................  45
     6.14  AHI Stockholder Agreements..........................  46
     6.15  Agreements to be Assumed by the Company.............  46
     6.16  Subsidiary Merger...................................  46


                                      (i)

 



                                                           Page
                                                           ----
                                                     
ARTICLE 7  CONDITIONS PRECEDENT...........................  47
      7.1  Conditions to Each Party's Obligations.........  47
      7.2  Conditions to Obligations of AHI...............  48
      7.3  Conditions to Obligations of the Company.......  48
 
ARTICLE 8  TERMINATION, AMENDMENT AND WAIVER..............  49
      8.1  Termination....................................  49
      8.2  Effect of Termination..........................  51
      8.3  Amendment......................................  53
      8.4  Extension; Waiver..............................  54
 
ARTICLE 9  GENERAL PROVISIONS.............................  54
      9.1  Nonsurvival of Representations and Warranties..  54
      9.2  Notices........................................  54
      9.3  Interpretation.................................  55
      9.4  Counterparts...................................  55
      9.5  Entire Agreement; Third Party Beneficiaries....  55
      9.6  Governing Law..................................  56
      9.7  Publicity......................................  56
      9.8  Assignment                                       56

Annex A        Offer Conditions
Exhibit A      Amendment to Company
                Certificate of Incorporation
Exhibit B      Form of Tender Agreement
Exhibit C      Form of Certificates of Designations, Preferences
                and Rights for Company Preferred Stock
Exhibit D-1    Company Material Consents
Exhibit D-2    AHI Material Consents
Exhibit E      Form of Benefits Trust Agreement
Exhibit F      Form of Bonus Plan Trust
Exhibit G      Form of Benefits Letter of Credit
Exhibit H      Form of Bonus Trust Letter of Credit
Exhibit I      Solvency Opinion

                                      (ii)

 
                          AGREEMENT AND PLAN OF MERGER

          AGREEMENT AND PLAN OF MERGER dated as of February 13, 1995, between
Associated Holdings, Inc., a Delaware corporation ("AHI"), and United Stationers
Inc., a Delaware corporation (the "Company").

          WHEREAS, the respective Boards of Directors of AHI and the Company
each has approved the merger of AHI into the Company (the "Merger"), pursuant to
which the Company will be the surviving corporation;

          WHEREAS, the stockholders of AHI have adopted this Agreement and
approved the Merger in accordance with the General Corporation Law of the State
of Delaware (the "DGCL");

          WHEREAS, AHI shall commence a tender offer to purchase up to 92.5% of
the issued and outstanding shares of common stock, par value $.10 per share, of
the Company (the "Company Shares" or "Company Common Stock") at a price of
$15.50 per share, net to the seller in cash, in accordance with the terms
hereinafter provided;

          NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements herein contained, the
parties agree as follows:


                                   ARTICLE 1

                                   THE MERGER
                                   ----------

          1.1  The Merger.
               ---------- 

               (a) Effective Time.  On the terms and subject to the conditions 
of this Agreement, and in accordance with the DGCL at the Effective Time (as
defined in Section 1.2 hereof):  (i) AHI will merge with and into the Company;
(ii) the separate existence of AHI shall cease and the Company shall continue as
the surviving corporation (the Company, in its capacity as the surviving
corporation in the Merger, is sometimes referred to herein as the "Surviving
Corporation"); (iii) the Restated Certificate of Incorporation of the Company as
amended as set forth on Exhibit A hereto shall as so amended, be the Certificate
of Incorporation of the Surviving Corporation; (iv) the By-laws of the Company
as in effect immediately prior to the Effective Time shall be the By-laws of the
Surviving Corporation; and (v) the directors of AHI immediately prior to the
Effective Time of the Merger shall be the directors of the Surviving
Corporation, to serve in accordance with the by-laws thereof, until their
successors are duly elected and qualified, or their earlier death, resignation
or removal.

 
               (b) Effects of Merger.  At and after the Effective Time, the 
Merger shall have all the effects provided in this Agreement and by applicable
law.

          1.2  Effective Time of the Merger.  Subject to the provisions of this
Agreement, a certificate of merger (the "Certificate of Merger") shall be duly
prepared and executed by AHI and the Company and thereafter delivered to the
Secretary of State of the State of Delaware for filing, as provided in the DGCL,
as soon as practicable on the Closing Date (as hereinafter defined).  The Merger
shall become effective upon the filing of the Certificate of Merger with the
Secretary of State of the State of Delaware (the "Effective Time").

          1.3  Closing.  Unless this Agreement shall have been terminated
pursuant to Section 8.1 and subject to the satisfaction or waiver of all
conditions to the consummation of the transactions contemplated hereby, the
closing of the Merger (the "Closing") will take place at the offices of Weil,
Gotshal & Manges, 767 Fifth Avenue, New York, New York, at 10:00 a.m., Local
Time, on a date specified by AHI which is no more than five business days after
the first date on which each of the conditions to Closing set forth in Section
7.1 shall have been satisfied or waived or such other time and date, and such
other place as is agreed to in writing by the parties hereto.  The date on which
the Closing is scheduled to occur is herein referred to as the "Closing Date."


                                   ARTICLE 2

                                   THE OFFER
                                   ---------

          2.1  The Offer.
               --------- 

               (a) Making the Offer.  Provided that none of the events set 
forth in clauses (a) through (d) of Annex A shall have occurred and be
continuing, AHI shall, (i) not later than the first business day following the
date of this Agreement, publicly announce its intention to commence a tender
offer for up to 17,201,839 shares of Company Common Stock representing 92.5% of
the outstanding shares of Company Common Stock as of the date hereof at a price
of $15.50 per Share, net to the seller in cash and (ii) commence (within the
meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), the tender offer, as promptly as practicable following such
public announcement, but in any event not later than the end of the fifth
business day following such public announcement (such tender offer, as it may be
amended from time to time in accordance with this Agreement, being referred to
herein as the "Offer").  The Offer will be subject only to the conditions set
forth in Annex A (the "Offer Conditions").  Any Offer Condition

                                       2

 
(other than the Minimum Condition (as defined in Annex A) which may not be
waived or changed) may be waived by AHI in its sole discretion.  The Offer shall
be made by means of an offer to purchase and related letter of transmittal (the
"Letter of Transmittal" and, together with the offer to purchase, the "Offer to
Purchase").  Subject only to the Offer Conditions, AHI shall accept for payment
all Company Shares which are validly tendered on or prior to the expiration of
the Offer and not withdrawn as soon as legally permissible and pay for all such
Company Shares as promptly as practicable thereafter; provided, however, that if
more than 17,201,839 Company Shares are so tendered, then AHI shall purchase
17,201,839 Company Shares pro rata from each tendering holder in proportion to
the Shares tendered by such holders.  Notwithstanding the foregoing or anything
herein to the contrary, the tender of Company Shares by a stockholder of the
Company is expressly conditioned on, and the Letter of Transmittal will so
provide, that each tender of Company Shares is expressly subject to prompt
satisfaction by AHI of its obligations under Section 6.10(d) hereof (excluding
clause (i) thereof) and the receipt by the Company of the Financial Condition
Certificate and Solvency Opinion (each as defined in Section 6.11 of this
Agreement) unless waived by the Company on behalf of the stockholders of the
Company.  The Offer shall expire at 5:00 p.m., New York City time, on the
twentieth business day following commencement thereof; provided, however, that
(i) AHI may, in its sole discretion, extend the expiration time of the Offer to
5:00 p.m., New York City time, on any business day (but not beyond the Deadline
Time (as defined in Section 8.1(b))) at any time and from time to time if, as of
any scheduled expiration time of the Offer (as originally scheduled or as
extended as permitted or required by this paragraph (a)), any Offer Condition
(other than the Minimum Condition) shall not have been satisfied; provided,
however, that in no event shall AHI be permitted to extend the expiration time
of the Offer if the failure of any Offer Condition to occur was caused by the
material action or material failure to act of AHI; and provided, further, AHI
shall not be permitted to extend the expiration time of the Offer beyond 5:00
p.m., New York City time, on the date which is ten business days after AHI has
publicly announced that it has entered into definitive documentation with
respect to the Financing (as herein defined) unless the Minimum Condition shall
have been satisfied on or before such tenth business day; and (ii) if as of any
scheduled expiration time of the Offer (as originally scheduled or as extended
as required or permitted by this paragraph (a)), all of the conditions thereto
have been satisfied or waived and at least 80% but less than 90% of the
outstanding Company Shares have been validly tendered and not properly withdrawn
pursuant to the Offer AHI may, in its sole discretion, extend the expiration
time of the Offer but not beyond the Deadline Time, for up to an additional
period of five business days.  The date on which the Offer (as extended as

                                       3

 
permitted hereunder) shall expire is herein referred to as the "Expiration
Date".  Except as required by law and except for extensions permitted above in
this Section 2.1(a), AHI shall not (v) increase or decrease the number of
Company Shares being sought in the Offer, (w) change the form of consideration
payable in the Offer, (x) add additional conditions to the Offer, (y) extend the
time of original expiration of the Offer if all of the Offer Conditions are then
satisfied or waived or (z) otherwise amend the Offer without the prior written
or oral consent of the Company which consent shall not be unreasonably withheld
and, in any event, will be deemed given if the Company does not deliver to AHI
an objection in writing within 24 hours after receipt of AHI's written request
for consent describing the proposed amendment (other than amendments which
increase the amount of cash consideration payable for the purchase of Company
Shares pursuant to the Offer).

          (b) Schedule 14D-1.  As soon as practicable on the date the Offer is
commenced, AHI shall file with the Securities and Exchange Commission (the
"Commission") a tender offer statement on Schedule 14D-1 (together with all
amendments and supplements thereto, the "Schedule 14D-1") with respect to the
Offer.  The Schedule 14D-1 shall include or shall incorporate by reference the
Offer to Purchase (or portions thereof) and forms of the related letter of
transmittal and summary advertisement, as well as all other information and
exhibits required by law (the Schedule 14D-1, Offer to Purchase and such other
documents, together with any supplements or amendments thereto, are herein
referred to as the "Offer Documents").  The Offer Documents shall comply with
the provisions of applicable law.  AHI shall promptly correct any information in
the Offer Documents that shall be or have become false or misleading in any
material respect and shall take all steps necessary to cause the Schedule 14D-1
as so corrected to be filed with the Commission and the other Offer Documents as
so corrected to be disseminated to holders of shares of Company Common Stock, in
each case as and to the extent required by applicable federal securities law.
AHI shall conduct the Offer in accordance with all applicable requirements of
the Exchange Act and rules and regulations promulgated thereunder and all other
applicable laws.  AHI shall give the Company and its counsel an opportunity to
review and comment on the Schedule 14D-1 prior to its being filed with the
Commission.  AHI shall provide the Company and its counsel with any written
comments AHI may receive from the Commission with respect to the Offer Documents
promptly after the receipt of such comments.

                                       4

 
          2.2  Company Action.

          (a) Company Approvals.  The Company hereby approves of and consents to
the Offer and represents and warrants that (i) its Board of Directors (the
"Company Board"), at a meeting duly called and held, has (A) determined that
this Agreement and the transactions contemplated hereby, including the Offer and
the Merger, taken as a whole, are fair to and in the best interests of the
stockholders of the Company, and resolved to recommend that the holders of
Company Common Stock accept the Offer, tender their shares of Company Common
Stock thereunder to AHI, and, if required by applicable law, approve and adopt
the Merger and this Agreement, and (B) approved this Agreement and the
transactions contemplated hereby, including the Offer, the Tender Agreements (as
herein defined) and the Merger, for purposes of Section 203 of the DGCL, (ii) it
has received the opinion of William Blair & Co. ("Blair"), and the opinion of
Lazard Freres & Co. ("Lazard"), in each case that the consideration to be paid
in the Offer and the Merger, taken as a whole and taking into account the
interest retained by the holders of Company Common Stock is, in the opinion of
each of Blair and Lazard, fair to the holders of Company Common Stock (other
than AHI and its subsidiaries and affiliates) from a financial point of view
(the "Fairness Opinions") and (iii) a majority of the Disinterested Directors
(as defined in the Company's certificate of incorporation) have approved this
Agreement and the transactions contemplated hereby, including the Offer and
Merger, in satisfaction of the conditions specified in Section 2(a) of Article
VII of the Company's Restated Certificate of Incorporation.  The Company Board
will not withdraw or modify its approval or recommendation of the Offer, the
Merger or this Agreement unless it shall determine in good faith after
consultation with legal counsel that to not do so would be inconsistent with its
fiduciary duties under applicable law.  The Company hereby consents to the
inclusion in the Offer Documents of the recommendations referred to in this
Section 2.2(a), subject to the immediately preceding sentence.

          (b) Tender Agreements.  The Company has delivered, simultaneously with
the execution of this Agreement, a Tender Agreement, in substantially the form
attached hereto as Exhibit B, executed by each director of the Company and their
respective affiliates and certain other individuals and trusts identified on
Exhibit B.

          (c) Schedule 14D-9.  The Company hereby agrees to file with the
Commission contemporaneously with the commencement of the Offer, and promptly to
mail to its stockholders, a Solicitation/Recommendation Statement on Schedule
14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-
9") containing the recommendations contained in Section 2.2(a), subject to the
conditions stated therein.  AHI and its counsel

                                       5

 
shall be given an opportunity to review and comment on the Schedule 14D-9 prior
to its being filed with the Commission.  The Schedule 14D-9 will comply with the
provisions of applicable law.

          (d) Labels, etc.  In connection with the Offer, if requested by AHI,
the Company shall promptly furnish AHI with mailing labels, security position
listings, and any available listing or computer file containing the names and
addresses of the record and, to the extent available, beneficial, holders of
Shares as of a recent date (including without limitation updated lists of
stockholders, mailing labels, and lists of security positions) as AHI or its
agents may reasonably request in communicating the Offer to the record and
beneficial owners of Shares.  Subject to the requirements of law, and except for
such steps as are necessary to disseminate the Offer Documents, AHI will hold in
confidence the information contained in any of such labels and lists and the
additional information referred to in the preceding sentence, will use such
information only in connection with the Offer, and, if this Agreement is
terminated, will upon request deliver to the Company all such information
(whether in written or computer tape or disk form) and any copies or extracts
therefrom in its possession or under its control.  If any such information has
been electronically stored, such information shall be deleted from such storage
and AHI shall deliver a certificate to the Company to such effect.

          2.3  Company Board of Directors.

          (a) Designation by AHI.  Promptly following the acceptance for payment
by AHI of a majority of the outstanding Company Shares pursuant to the Offer,
and from time to time thereafter, the Company shall take all actions necessary
to cause a number (but not more than six) of directors of the Company Board (and
a majority of the members of each committee of the Company Board and the members
of the Board of Directors of each Subsidiary (as defined in Section 4.1(a)) of
the Company) rounded up to the nearest whole number, equal to the percentage of
outstanding Company Shares held by AHI, to consist of persons designated by AHI
(whether, at the request of AHI, by means of increasing the size of the Company
Board or seeking resignation of directors and causing AHI's designees to be
elected).  This Section 2.3(a) shall not constitute an implied waiver of the
Minimum Condition by the Company, or any commitment by the Company to agree to
such a waiver.  Notwithstanding the foregoing, until the Effective Time at least
one member of the Company Board and the board of directors of each Subsidiary on
the date hereof who is not an employee of the Company and at least two members
of the Company Board who are also employees of the Company on the date hereof
shall remain members of the Company Board until death, disability or resignation
(such members, including replacements appointed or herein provided are referred
to herein as the "Continuing Directors"); provided that

                                       6

 
if the number of Continuing Directors shall be reduced below three because of
death, disability or resignation, such remaining Continuing Directors (or
Continuing Director, if there be only one remaining) shall be entitled to
designate persons to fill such vacancies.  Simultaneous with the execution
hereof, the Company has (i) furnished to AHI copies of the written resignations
of six of the directors of the Company which resignation shall in each case be
subject to the acceptance for payment by AHI of at least a majority of the
outstanding Company Shares pursuant to the Offer and receipt by the Company of
written advice from The Chase Manhattan Bank (National Association) ("Chase")
that Chase is ready, willing and able to fund the payment of the purchase price
for the Company Shares accepted for payment by AHI in the Offer (the "Chase
Advice"); provided that if less than two-thirds of the outstanding Company
shares are purchased by AHI in the Offer, the Company will accept only five
resignations selected by it; and (ii) adopted a resolution appointing certain
designees of AHI as directors of the Company contingent upon the acceptance for
payment by AHI of a majority of the outstanding Company Shares and receipt by
the Company of the Chase Advice.  AHI agrees not to seek any greater
representation on the Company Board, the board of directors of any Subsidiary of
the Company or any committee thereof prior to the Effective Time.

          (b) Section 14(f).  The Company's obligations to cause designees of
AHI to be elected or appointed to the Board of Directors of the Company shall be
subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated
thereunder.  The Company shall promptly take all actions required pursuant to
Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this
Section 2.3(b), and shall include in the Schedule 14D-9 such information with
respect to AHI and its officers and directors as is required under Section 14(f)
and Rule 14f-1.  AHI will supply to the Company and be solely responsible for
any information with respect to AHI and its nominees, officers, directors and
affiliates required by Section 14(f) and Rule 14f-1.

          (c) Special Director Approval.  Following the election or appointment
of AHI's designees pursuant to this Section 2.3 and prior to the Effective Time,
any amendment of the Certificate of Incorporation or By-laws of the Company, any
amendment or termination of this Agreement, extension of the time for the
performance of, waiver of the obligations or other acts of AHI or waiver of the
Company's rights or condition to the Company's obligation hereunder, or any
other action which would materially affect any rights of the Company or the
stockholders of the Company requires the concurrence of a majority of the
Continuing Directors.

                                       7


 
                                 ARTICLE 3

                EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
               CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
               --------------------------------------------------

          3.1  Effect on Capital Stock.  As of the Effective Time, by virtue of
the Merger and without any action on the part of the holders thereof:

          (a) Each share of Company Common Stock outstanding immediately prior
to the Effective Time (other than AHI-owned Shares (as herein defined) and
Company Treasury Shares (as herein defined)) shall be converted as follows:

                    (i) the Cash Portion (as herein defined) of each Share shall
               be converted into and represent the right to receive cash in an
               amount determined by subtracting (A) the product of $15.50 (or
               such higher price per Company Share paid in the Offer) multiplied
               by the number of AHI-owned Shares from (B) $266,628,495 (or, if
               higher, the product of the highest price per Company Share paid
               in the Offer multiplied by the product of 92.5% multiplied by the
               lesser of the number of Company Shares outstanding immediately
               prior to the Effective Time and 19,860,192 Company Shares) and
               dividing the result so obtained by the number of Old Shares (as
               herein defined);

                    (ii) the balance of each Company Share shall remain
               outstanding and be unaffected by the Merger (the total number of
               Shares to remain outstanding is referred to as the "Remaining
               Shares");

The Cash Portion is a percentage equal to a fraction expressed as a percentage
(rounded to four decimal places), the numerator of which is the result of
subtracting (y) the product of 7.5% multiplied by the number of Company Shares
outstanding immediately prior to the Effective Time from (z) the number of
Shares outstanding (other than AHI-owned Shares and Treasury Shares) immediately
prior to the Effective Time (the "Old Shares") and the denominator of which is
the number of Old Shares (it being understood that if the numerator is zero, the
Cash Portion shall be zero);

          (b) each share of Company Common Stock held by AHI or any of its
respective Subsidiaries or affiliates immediately prior to the Effective Time
("AHI-owned Shares") and each share of Company Common Stock then held in the
treasury of the Company or any of its subsidiaries ("Company Treasury Shares")
shall be cancelled and retired and cease to exist without any payment therefor;

                                       8


 
          (c) each share of common stock Class A, par value $0.01 per share, of
AHI ("AHI Common") outstanding immediately prior to the Effective Time shall be
converted into a number of shares of Company Common Stock determined by [((x
divided by .20) minus x) divided by y] where "x" equals the number of Remaining
Shares (including for this purpose Dissenting Shares as herein defined) and "y"
equals the number of shares of AHI Common outstanding on a fully diluted basis
including treating for purposes of this calculation all outstanding options
(including AHI Options (as herein defined)), warrants and other rights
(including conversion rights and anti-dilution rights) to acquire AHI Common or
shares of Class B non voting common stock, $.01 par value of AHI ("AHI Class B
Common") and rights to receive options under the Executive Purchase Agreements
(as herein defined) as having been exercised and given effect; and

          (d) each share (and fraction thereof) of Class A Preferred Stock, par
value $0.01 per share, of AHI (the "AHI Class A Preferred Stock") shall be
converted into one share (and corresponding fraction thereof) of Series A
Preferred Stock, par value $0.01 per share of the Company (the "Company Series A
Preferred Stock"); each share (and fraction thereof) of Class B Preferred Stock,
par value $0.01 per share, of AHI (the "AHI Class B Preferred Stock") shall be
converted into one share (and corresponding fraction thereof) of Series B
Preferred Stock, par value $0.01 per share, of the Company (the "Company Series
B Preferred Stock"); and each share (and fraction thereof) of Class C Preferred
Stock, par value $0.01 per share, of AHI (the "AHI Class C Preferred Stock" and,
together with the AHI Class A Preferred Stock and the AHI Class B Preferred
Stock, the "AHI Preferred Stock") shall be converted into one share (and
corresponding fraction thereof) of Series C Preferred Stock, par value $0.01 per
share, of the Company (the "Company Series C Preferred Stock" and, together with
the Company Series A Preferred Stock and the Company Series B Preferred Stock,
the "Company Preferred Stock").  The Company Series A Preferred Stock, the
Company Series B Preferred Stock and the Company Series C Preferred Stock shall
have the terms substantially as set forth in the form of the Certificate of
Designations, Preferences and Rights attached hereto as composite Exhibit C.  At
the Effective Time all shares of AHI Preferred Stock shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each certificate previously representing any such shares of AHI
Preferred Stock shall thereafter represent the right to receive the shares of
Company Series A Preferred Stock, Company Series B Preferred Stock or Company
Series C Preferred Stock, as the case may be, into which such AHI Preferred
Stock has been converted pursuant to Section 3.1(d).  Certificates previously
representing shares of AHI Preferred Stock shall be exchanged for certificates
representing shares of Company Preferred Stock to be issued in consideration

                                       9


 
therefor upon the surrender of such certificates in accordance with Section 3.5.

          3.2  Adjustment of Merger Consideration.  If, between the date of this
Agreement and the Effective Time, the outstanding shares of Company Common Stock
shall have been changed into a different number of shares or a different class
by reason of any reclassification, recapitalization, split-up, combination,
exchange of shares or readjustment, or a stock dividend thereon shall be
declared with a record date within such period, the consideration to be received
in respect of each Share or Company Option (as herein defined) shall be
appropriately and equitably adjusted.

          3.3  Shares of Dissenting Stockholders.

          (a) Company Stockholders.  Notwithstanding Section 3.1(a), each
outstanding Share as to which appraisal rights pursuant to Section 262 of the
DGCL are exercised, perfected and not withdrawn or lost ("Dissenting Shares")
shall not be converted pursuant to Section 3.1(a), but shall represent only the
right to receive such consideration as may be determined to be due to the holder
thereof (a "Company Dissenting Stockholder") pursuant to Section 262 of the
DGCL; provided, however, that shares of Company Common Stock outstanding at the
Effective Time and held by a Dissenting Stockholder who shall, after the
Effective Time, withdraw his or her demand for appraisal or lose his or her
right of appraisal as provided under Delaware law, shall be deemed to be
converted and outstanding, as of the Effective Time of the Merger, as provided
in Section 3.1(a).  The Company shall give AHI (i) prompt notice of any written
demands for appraisal, withdrawals of demands for appraisal and any other
instruments served pursuant to the DGCL received by the Company and (ii) the
opportunity to direct all negotiations and proceedings with respect to demands
for appraisal under the DGCL.  The Company will not voluntarily make any payment
with respect to any demands for appraisal and will not, except with the prior
written consent of AHI, settle or offer to settle any such demands.  Each
Company Dissenting Stockholder who becomes entitled, pursuant to the DGCL, to
payment for his, her or its Company Common Stock shall receive payment therefor
from the Surviving Corporation and such Shares shall be cancelled upon such
payment.

          (b) AHI Stockholders.  Notwithstanding Section 3.1(c) and (d), each
outstanding share of AHI Common and AHI Preferred Stock as to which appraisal
rights pursuant to Section 262 of the DGCL are available as a matter of law to
the holder of such shares and which are validly exercised, perfected and not
withdrawn or lost shall not be converted pursuant to Section 3.1(c) or (d), as
the case may be, but shall represent only the right to receive such
consideration as may be due to the holder

                                       10

 
("AHI Dissenting Stockholder") thereof pursuant to Section 262 of the DGCL.
Each AHI Dissenting Stockholder who becomes entitled, pursuant to the DGCL, to
payment for his, her or its shares of AHI Common or AHI Preferred Stock shall
receive payment therefor from the Surviving Corporation and such shares of AHI
Common or AHI Preferred Stock, shall be cancelled upon such payment.

          3.4  Exchange of Company Common Stock Certificates.

          (a) Paying Agent.  Prior to the Closing Date, AHI and the Company
shall jointly select a bank or trust company with capital and surplus of at
least $500 million and offices in the Borough of Manhattan, New York, to act as
paying agent (the "Paying Agent") for the payment of the cash consideration
specified in Section 3.1(a)(i), and the exchange of certificates representing
Shares not converted in the Merger pursuant to Section 3.1(a)(ii) upon surrender
of certificates representing Company Common Stock to be converted into the right
to receive cash pursuant to the Merger.

          (b) Surviving Corporation to Provide Funds.  Unless the Cash Portion
shall be equal to zero, immediately prior to or simultaneously with the
Effective Time AHI will take all steps necessary to enable and cause the
Surviving Corporation to provide to the Paying Agent on a timely basis
immediately available funds necessary to pay the aggregate cash amount required
pursuant to Section 3.1(a).

          (c) Exchange Procedures.  Unless the Cash Portion shall be equal to 
zero, as soon as practicable after the Effective Time, the Paying Agent shall
mail to each holder of record, other than the Company, AHI and their respective
affiliates and Subsidiaries, of a certificate or certificates which immediately
prior to the Effective Time represented outstanding shares of Company Common
Stock (the "Old Certificates"), (i) a letter of transmittal in appropriate and
customary form and (ii) instructions for use in effecting the surrender of the
Old Certificates in exchange for the amount of cash and retained Company Common
Stock specified in Section 3.1(a). Upon surrender of an Old Certificate for
cancellation as provided herein to the Paying Agent, together with such letter
of transmittal, duly executed, and such other customary documents as may be
required by the Paying Agent, the holder of such Old Certificate shall be
entitled to receive in exchange therefor the amount of cash into which the
shares of Company Common Stock theretofore represented by the Old Certificate so
surrendered shall have been converted pursuant to the provisions of Section
3.1(a), less any amounts required to be withheld under applicable federal,
state, local or foreign income tax regulations, and a new stock certificate
evidencing the number of shares of Company Common Stock retained by such holder,
and the Company Shares to the extent so converted and represented by the Old
Certificate so

                                       11

 
surrendered shall forthwith be canceled.  No interest will be paid or will
accrue on the cash payable upon the surrender of any Old Certificate.  In the
event of a transfer of ownership of Company Common Stock which is not registered
in the transfer records of the Company, a check in payment of the proper amount
of cash and a new stock certificate evidencing the proper amount of retained
Company Common Stock may be issued to a transferee if the Old Certificate
representing such Company Common Stock is presented to the Paying Agent,
accompanied by all documents required to evidence and effect such transfer and
by evidence that any applicable stock transfer taxes have been paid.  Until
surrendered as contemplated by this Section 3.4, each Old Certificate shall be
deemed at any time after the Effective Time of the Merger to represent only the
right to receive upon such surrender the amount of cash and retained Company
Common Stock specified in Section 3.1(a) and the rights specified in this
Section 3.4.  Any funds deposited with the Paying Agent that remain unclaimed by
the stockholders of the Company for one year after the Effective Time shall be
paid to the Surviving Corporation upon demand and any stockholders of the
Company who have not theretofore complied with the instructions for exchanging
their Old Certificates shall thereafter look only to the Surviving Corporation
for payment.
 
          (d) Old Stock Certificates.  If, after the Effective Time, Old
Certificates are presented to the Surviving Corporation for any reason, they
shall be cancelled and exchanged as and to the extent provided in this Article
3, subject to applicable law in the case of shares of Company Common Stock held
by Company Dissenting Stockholders.

          (e) Fractional Shares.  Notwithstanding any other provision of this
Agreement, no certificates or scrip representing fractional shares of Company
Common Stock shall be issued upon the surrender for exchange of an Old
Certificate (taking into account all Old Certificates surrendered for exchange
by a particular stockholder) pursuant to Section 3.4(a).  In the event a
fractional share would be retained pursuant to Section 3.1(a)(ii), each holder
of an Old Certificate (taking into account all Old Certificates surrendered for
exchange by a particular stockholder) who would otherwise have been entitled to
retain a fraction of a share of Company Common Stock upon surrender of such
Certificates for exchange pursuant to Section 3.2 will have such fractional
share rounded to the nearest whole Share and will receive the appropriate new
certificate therefor.

          3.5  Exchange of AHI Stock.  After the Effective Time, each holder of
a certificate formerly representing AHI Common or AHI Preferred Stock who
surrenders or has surrendered such certificate (or customary affidavits and
indemnification regarding the loss or destruction of such certificate), together
with duly executed transmittal materials, to the Paying Agent

                                       12


 
shall be entitled to a certificate representing shares of Company Common Stock
or Company Preferred Stock (including fractional shares) into which the shares
of AHI Common or AHI Preferred Stock, as the case may be, shall have been
converted pursuant hereto.  Notwithstanding any other provision of this
Agreement, no certificates or scrip representing fractional shares of Company
Common Stock shall be issued upon the surrender for exchange of a certificate
("AHI Common Certificate") representing AHI Common (taking into account all AHI
Common Certificates surrendered by a particular holder of AHI Common).  In lieu
thereof, each holder of an AHI Common Certificate (taking into account all AHI
Common Certificates held by a particular stockholder) who would otherwise have
been entitled to receive a fraction of a share of Company Common Stock upon
surrender of an AHI Common Certificate for exchange will have such fractional
share rounded to the nearest whole share and will receive the appropriate new
certificate therefor.

          3.6  Company Stock Options.  The Company shall (subject to the
approval of the holders thereof) make such adjustments to all the outstanding
options to purchase shares of Company Common Stock as may be necessary to
provide that at the Effective Time each such option whether or not then
exercisable (the "Company Options") shall, in settlement, be converted into the
right to receive a cash payment in an amount equal to the difference, if any,
between $15.50 or such higher price paid in the Offer or Merger and the per
share exercise price of such Company Option multiplied by the number of shares
of Company Common Stock subject to such Company Option.  The Company shall adopt
such amendments to its plans under which such Company Options were granted, and
shall use its reasonable best efforts to obtain prior to the Closing Date such
consents of the holders of such Company Options, as shall be necessary to
effectuate the foregoing.

          3.7  AHI Stock Options.   At the Effective Time, each outstanding
option, warrant or other right to acquire AHI Common shall be assumed by the
Company as provided in Section 6.15 hereof.

          3.8  Short-Form Merger.  If AHI shall acquire at least 90% of the
outstanding shares of each class of capital stock of the Company, the parties
agree, at the request of AHI, to take all necessary and appropriate action to
cause the Merger to become effective without a meeting of stockholders of the
Company, in accordance with Section 253 of the DGCL.

                                       13


 
                                   ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

          4.1  Representations and Warranties of the Company.  Subject to the
qualifications and exceptions, if any, set forth in the disclosure letter of
even date herewith from the Company to AHI (the "Company Disclosure Schedule"),
the Company represents and warrants to AHI as follows as of the date hereof:

          (a) Organization, Standing and Power.  Each of the Company and its
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, has all requisite
power and authority to own, lease and operate its properties and to carry on its
business as now being conducted and is duly qualified and in good standing to do
business in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification necessary, other
than in such jurisdictions where the failure so to qualify would not have a
material adverse effect (as herein defined) on the Company.  As used in this
Agreement, "material adverse effect" means, with respect to any entity, a
materially adverse effect on the condition (financial or otherwise), assets,
liabilities, business or results of operations of such entity and its
Subsidiaries taken as a whole; and "Subsidiary" of an entity means a corporation
more than 50% of whose voting securities ordinarily entitled to elect at least a
majority of its Board of Directors or other persons performing similar functions
is owned or controlled directly or indirectly by such entity.

          (b) Capital Structure.  The authorized capital stock of the Company
consists of 40,000,000 shares of Company Common Stock and 1,500,000 shares of
preferred stock, no par value ("Preferred Stock").  At the close of business on
February 10, 1995, 18,596,582 shares of Company Common Stock were outstanding,
1,263,610 shares of Company Common Stock were reserved for issuance upon the
exercise of outstanding stock options, no shares of Preferred Stock were
outstanding, and no bonds, debentures, notes or other indebtedness having the
right to vote on any matters on which stockholders may vote ("Voting Debt") were
issued or outstanding.  Since February 10, 1995, no shares of Company Common
Stock have been issued except pursuant to the Company Option Plans.  All
outstanding shares of the Company capital stock are validly issued, fully paid
and nonassessable and were not issued in violation of any preemptive rights.
Except for options to purchase 1,263,610 shares of Company Common Stock issued
pursuant to the Company's 1981 Stock Incentive Award Plan, 1985 Nonqualified
Stock Option Plan and Director's Stock Option Plan, each as amended (the "the
Company Option Plans"), there are no outstanding options, warrants, calls,
rights, commitments or agreements of any character to

                                       14

 
which the Company or any Subsidiary of the Company is a party or by which it is
bound obligating the Company or any Subsidiary of the Company to issue, deliver
or sell, or cause to be issued, delivered or sold shares of capital stock or any
Voting Debt of the Company or of any Subsidiary of the Company or obligating the
Company or any Subsidiary of the Company to grant, extend or enter into any such
option, warrant, call, right, commitment or agreement.

          (c) Authority.  The Company has all requisite corporate power and
authority to enter into this Agreement and, subject to approval of this
Agreement by the stockholders of the Company as required by law, to consummate
the transactions contemplated hereby.  The execution and delivery of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of the Company, subject to such approval by the stockholders of the
Company as may be required by law.  This Agreement has been duly executed and
delivered by the Company and, subject to such approval by the stockholders of
the Company as may be required by law, constitutes a valid and binding
obligation of the Company, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).  The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, conflict with, or result in any violation of, or
defaults (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any material
obligation or to loss of any material benefit under any provision of the
Certificate of Incorporation or By-laws of the Company or any Subsidiary of the
Company or any loan or credit agreement, note, bond, mortgage, indenture, lease
or other agreement, instrument, permit, concession, franchise, license or any
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to the Company or any Subsidiary of the Company or their respective properties
or assets, other than any such conflicts, violations, defaults or terminations,
cancellations or acceleration under any such loan or other agreement or
obligation which will be extinguished or satisfied on or before the Effective
Time or which individually or in the aggregate do not and would not have a
material adverse effect on the Company. No consent, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign (a

                                       15


 
"Governmental Entity"), is required by or with respect to the Company or any of
its Subsidiaries in connection with the execution and delivery of this Agreement
by the Company or the consummation by the Company of the transactions
contemplated hereby, except for (i) the filing with the Commission of (A) a
proxy or information statement relating to the adoption by the Company's
stockholders of, or the required notice of the adoption of, this Agreement (the
"Information Statement") and (B) the Schedule 14D-9 and such reports under the
Exchange Act as may be required in connection with this Agreement and the
transactions contemplated hereby, and (ii) the filing with the appropriate
authorities of the Certificate of Merger and appropriate documents with the
relevant authorities of other states in which the Company is qualified to do
business.  Notwithstanding anything to the contrary herein contained and except
for the representations and warranties of the Company in this Agreement, the
Company is not making and shall not be deemed to make any representation or
warranty with respect to the offer or issuance of shares of Company Common Stock
or Company Preferred Stock to AHI stockholders in the Merger.

          (d) SEC Documents.  Each report, schedule, registration statement and
definitive proxy statement filed by the Company with the Commission since
September 1, 1991 (the "SEC Documents"), as of its respective filing date, (i)
complied in all material respects with the requirements of the Securities Act of
1933, as amended (the "Securities Act"), the Exchange Act and the respective
rules and regulations of the Commission thereunder applicable to such SEC
Documents and (ii) did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.  The Company has timely
filed all documents that it was required to file with the Commission since
September 1, 1991, except where the failure to file did not and would not
reasonably be expected to have a material adverse effect on the Company.  The
Company has not filed any Reports on Form 8-K since November 30, 1994 and prior
to the date hereof.  The financial statements of the Company included in the SEC
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission with
respect thereto, have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
and fairly present in all material respects the consolidated financial position
of the Company and its consolidated Subsidiaries as at the dates thereof and the
consolidated results of their operations and changes in financial position for
the periods then ended except as may be as otherwise stated therein and, in the
case of unaudited statements, as permitted by Form 10-Q or for normal,
recurring, year-end audit adjustments that would not be material in the
aggregate.

                                       16


 
          (e) Information Supplied.  The information supplied by the Company to
AHI in writing expressly for inclusion in the Offer Documents at the date the
Offer Documents are first mailed to the stockholders of the Company will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

          (f) Compliance with Applicable Laws.  Except as disclosed in the SEC
Documents filed prior to the date hereof, the businesses of the Company and its
Subsidiaries are not being conducted in violation of any law, ordinance,
regulation, judgment, decree, injunction, rule or order of any Governmental
Entity, except for violations which individually or in the aggregate do not and
would not reasonably be expected to have a material adverse effect on the
Company.  No investigation or proceeding before any Governmental Entity with
respect to the Company or any of its Subsidiaries is pending or, to the
knowledge of the Company, threatened, other than those which are disclosed in
the SEC Documents or those the outcome of which would not reasonably be expected
to have a material adverse effect on the Company.

          (g) Litigation.  Except as disclosed in the SEC Documents filed prior
to the date hereof, there is no suit, action or proceeding pending, or, to the
knowledge of the Company and its Subsidiaries, threatened against the Company or
any Subsidiary of the Company which has a reasonable probability of being
decided adversely to the Company or its Subsidiaries and which, if adversely
determined, would reasonably be expected to have a material adverse effect on
the Company, nor is there any judgment, decree, injunction, rule or order of any
Governmental Entity or arbitrator outstanding against the Company or any
Subsidiary of the Company having, or which would have, any such effect.

          (h) Title to Properties.  Except as disclosed in the SEC Documents
filed prior to the date hereof, the Company or one of its Subsidiaries has good
and indefeasible title to all properties purported to be owned by it or acquired
after the date thereof (except properties sold or otherwise disposed of since
the date thereof in the ordinary course of business), free and clear of all
claims, liens, charges, security interests or encumbrances of any nature
whatsoever except (i) statutory liens securing payments (including taxes) not
yet due, (ii) such imperfections or irregularities of title, claims, liens,
charges, security interests or encumbrances as do not materially affect the use
of the properties or assets subject thereto or affected thereby or otherwise
materially impair business operations at such properties and (iii) such
encumbrances as do not have a material adverse effect on the Company.

                                       17


 
          (i) Leased Properties.  Except as disclosed in the SEC Documents filed
prior to the date hereof, the Company or one of its Subsidiaries is the lessee
of all leasehold estates reflected in the latest audited financial statements
included in such SEC Documents or acquired after the date thereof (except for
leases that have expired by their terms since the date thereof) and is in
possession of the properties purported to be leased thereunder and each lease is
valid without material default thereunder by the lessee or, to the Company's
knowledge, the lessor, except for such leases the invalidity of which or the
material default under which in the future would not reasonably be expected to
have a material adverse effect on the Company.

          (j) Taxes.  Each of the Company and its Subsidiaries has filed, or has
timely applied for extensions to file, all tax returns, reports, statements and
other documents ("the Company Tax Returns") required to be filed, distributed,
or prepared by any of them relating to any material taxes.  Each of the Company
and its Subsidiaries has paid (or the Company has paid on its behalf), or has
set up a reserve reasonably believed by the Company, after consultation with its
independent accountants, to be adequate for the payment of, all material taxes
required to be paid, withheld, or deducted in respect of the periods covered by
such the Company Tax Returns, and the most recent financial statements contained
in the SEC Documents filed prior to the date hereof reflect an adequate reserve
for all taxes payable, or required to be withheld and remitted, by the Company
and its Subsidiaries accrued through the date of such financial statements.
Neither the Company nor any Subsidiary of the Company is delinquent in the
payment of any material tax, assessment or governmental charge, except those
which are being contested in good faith and for which adequate reserves have
been established or which would not reasonably be expected to have a material
adverse effect on the Company.  No deficiencies material to the Company and its
Subsidiaries taken as a whole for any taxes have been proposed, asserted or
assessed against the Company or any of its Subsidiaries, and no requests for
waivers of the time to assess any such tax, the granting of which would have a
material adverse effect on the Company and its Subsidiaries taken as a whole,
are pending.  The federal income tax returns of the Company and each of its
Subsidiaries consolidated in such returns have been examined by and settled with
the United States Internal Revenue Service for all years through 1985.  For the
purposes of this Agreement, the term "taxes" shall include all federal, state,
local and foreign income, property, sales, excise withholding, unemployment
compensation, social security, and other taxes.

          (k) Certain Agreements.  (i)  The Company Disclosure Schedule contains
true and correct copies of all agreements between the Company and its executive
officers whose salary and bonus for the fiscal year ended August 31, 1994

                                       18


 
exceeded $150,000 (the "Executive Contracts").  Except as disclosed in the SEC
Documents filed prior to the date hereof, as set forth in the Executive
Contracts or as permitted pursuant to Section 5.1(j), neither the Company nor
any of its Subsidiaries is a party to any written or oral agreement, plan or
arrangement with any officer, director or employee of the Company or any
Subsidiary (other than the Company Option Plans) (A) the benefits of which are
contingent, or the terms of which are materially altered, upon the occurrence of
a transaction involving the Company or any Subsidiary of the Company of the
nature of any of the transactions contemplated by this Agreement, (B) providing
severance benefits or other benefits after the termination of employment
regardless of the reason for such termination of employment, or (C) any of the
benefits of which will be increased, or the vesting of benefits of which will be
accelerated, by the occurrence of any of the transactions contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement.  The Company
Disclosure Schedule contains a true and correct copy of the United Stationers
Severance Plan dated February 10, 1995 as in effect on the date hereof.

          (ii) Except as disclosed in the SEC Documents filed prior to the date
hereof, neither the Company nor any of its Subsidiaries is a party to any oral
or written (A) agreement, contract, indenture or other instrument relating to
the borrowing of money or the guarantee of any obligation for the borrowing of
money material to the Company and its Subsidiaries taken as a whole or (B) other
contract, agreement or commitment of the Company or its Subsidiaries material to
the Company and its Subsidiaries taken as a whole (except those entered into in
the ordinary course of business).

          (l) ERISA Compliance.  Except as disclosed in the SEC Documents filed
prior to the date hereof, the present value of all accrued benefits (vested and
unvested) under all the "employee pension benefit plans" as such term is defined
in Section 3(2) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), which are subject to Title IV of ERISA and which the Company
or any Subsidiary of the Company maintains, or to which the Company or any
Subsidiary of the Company is obligated to contribute (the "Company Pension
Plans"), did not, as of the respective last annual valuation dates for such
Company Pension Plans, exceed the value of the assets of such Company Pension
Plans allocable to such benefits.  Except as disclosed in the SEC Documents
filed prior to the date hereof, none of the Company Pension Plans subject to
Section 302 of ERISA has incurred any "accumulated funding deficiency", as such
term is defined in Section 302 of ERISA (whether or not waived), since the
effective date of such Section 302.  None of the Company, any Subsidiary of the
Company, any officer of the Company or a

                                       19


 
Subsidiary of the Company or any of the employee benefit plans of the Company
and the Subsidiaries of the Company which are subject to ERISA, including the
Company Pension Plans, or any trusts created thereunder, or any trustee or
administrator thereof, has engaged in a "prohibited transaction", as such term
is defined in Section 4975 of the Code, which would subject the Company, any
Subsidiary of the Company, any officer of the Company or a Subsidiary of the
Company, any of such plans or any trust to any material tax or penalty on
prohibited transactions imposed by such Section 4975 and would reasonably be
expected to have a material adverse effect on the Company.  Neither any of such
Company Pension Plans subject to Title IV of ERISA nor any of their related
trusts have been terminated, nor has there been any material "reportable event",
as that term is defined in Section 4043 of ERISA, for which the 30 day reported
request event have not been waived with respect thereto, which in any case would
have a material adverse effect on the Company.  The Company is not a
contributing employer to any "multiemployer plan" as such term is defined in
Section 3(37) or Section 4001 (a)(3) of ERISA.

          (m) Patents, Trademarks, Etc.  The Company and its Subsidiaries own or
have the right to use all material patents, trademarks, trade names, service
marks, trade secrets, copyrights and other proprietary intellectual property
rights used in connection with the businesses of the Company and its
Subsidiaries, the lack of which would have a material adverse effect on the
Company.  The Company does not have any knowledge of any conflict with the
rights of the Company and its Subsidiaries therein or any knowledge of any
conflict by them with the rights of others therein which in either case would
have a material adverse effect on the Company.  Notwithstanding anything to the
contrary set forth in this Agreement, the representations and warranties
contained in this Section 4.1(m) that the Company does not have knowledge of a
fact shall not be breached by the existence of facts of which the Company could
have been informed by conducting searches of records contained in filing
offices, court records or other public or private records or databases.

          (n) Absence of Certain Changes or Events.  Except as disclosed in the
SEC Documents, since November 30, 1994, the Company and its Subsidiaries have
conducted their respective businesses only in the ordinary course, and there has
not been (i) any damage, destruction or loss to any property of the Company or
its Subsidiaries, whether covered by insurance or not, which has or in the
future would have a material adverse effect on the Company or the Surviving
Corporation; (ii) any declaration, setting aside or payment of any dividend
(whether in cash, stock or property) with respect to any of the Company's
capital stock (other than regular quarterly dividends of $.10 per share); (iii)
except for the Executive Contracts and the United Stationers Severance Plan
dated as of February 10, 1995, the

                                       20


 
execution of any agreement with any executive officer of the Company providing
for his employment, or any increase in compensation or in severance or
termination benefits payable or to become payable by the Company and its
Subsidiaries to their officers or key employees, or any material increase in
benefits under any collective bargaining agreement or in benefits under any
bonus, pension, profit sharing, deferred compensation, incentive compensation,
stock ownership, stock purchase, stock option, phantom stock, retirement,
vacation, severance, disability, death benefit, hospitalization, insurance or
other plan or arrangement or understanding (whether or not legally binding)
providing benefits to any present or former employee of the Company
(collectively, "the Company Employee Benefit Plans"), except in any case in the
ordinary course of business consistent with prior practice; or (iv) any
transaction, commitment, dispute or other event or condition of any character
individually or in the aggregate having or which in the future would reasonably
be expected to have a material adverse effect on the Company or the Surviving
Corporation.

          (o) Certain Information.  With respect to agreements with customers or
suppliers which the Company has not disclosed to AHI prior to date hereof for
competitive reasons, (i) such agreements were entered into in the ordinary
course of the Company's business, (ii) the Company reasonably believes that such
agreements are in the aggregate not materially adverse to the Company and its
Subsidiaries taken as a whole and (iii) such agreements (A) do not contain terms
permitting cancellation or termination thereof upon the consummation of the
transactions contemplated hereby where such cancellation or termination would
reasonably be expected to have individually or in the aggregate a material
adverse effect on the Company and (B) if breached by the Company by reason of
the consummation of this Agreement would result in damages against the Company
which would reasonably be expected to have a material adverse effect on the
Company.

          (p) Definition of Knowledge.  For purposes of the Agreement, "to the
knowledge of the Company" and words of similar import shall be limited to the
actual knowledge of the executive officers of the Company and its Subsidiaries.

          4.2  Representations and Warranties of AHI.  Subject to the
qualifications and exceptions, if any, set forth in the disclosure letter from
AHI (the "AHI Disclosure Schedule") to the Company of even date herewith, AHI
represents and warrants to the Company as follows:

          (a) Organization, Standing and Power.  Each of AHI and Associated
Stationers Inc., a Delaware corporation ("Associated") and a wholly owned
Subsidiary of AHI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, has all requisite power

                                       21


 
and authority to own, lease and operate its properties and to carry on its
business as now being conducted and is duly qualified and in good standing to do
business in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification necessary, other
than in such jurisdictions where the failure so to qualify would not have a
material adverse effect on AHI.

          (b) Capital Structure.  The authorized capital stock of AHI consists
of 5,000,000 shares of Class A common stock, $.01 par value, of which 954,911
shares are outstanding (subject to increase as permitted under Section 6.5),
5,000,000 shares of Class B Nonvoting Common Stock, $.01 par value, none of
which are outstanding, 15,000 shares of Class A Preferred Stock, $.01 par value,
of which 5,000 shares are outstanding (subject to increase for dividends
accruing after the date hereof in accordance with the terms existing as of the
date hereof), 15,000 shares of Class B Preferred Stock, $.01 par value, of which
6,724.4436 shares are outstanding (subject to increase for dividends accruing
after the date hereof in accordance with the terms existing as of the date
hereof) and 15,000 shares of Class C Preferred Stock, $.01 par value, of which
10,086.6657 shares are outstanding (subject to increase for dividends accruing
after the date hereof in accordance with the terms existing as of the date
hereof).  31,528 shares of AHI Common are reserved for issuance under
outstanding stock options granted under the Associated Holdings, Inc. 1992
Management Stock Option Plan (the "AHI Option Plan"), and an additional 21,684
shares of AHI Common were reserved for issuance under stock options to be
granted to certain executive officers of AHI prior to January 31, 1996 pursuant
to Executive Stock Purchase Agreements dated January 31, 1992 (the "Executive
Purchase Agreements").  No bonds, debentures, notes or other indebtedness having
the right to vote on any matters on which stockholders may vote ("AHI Voting
Debt") were issued or outstanding.  All outstanding shares of the capital stock
are validly issued, fully paid and nonassessable and were not issued in
violation of any preemptive rights.  Except for options to purchase 31,528
shares of AHI Common issued pursuant to the AHI Option Plan, rights of certain
executive officers under the Executive Purchase Agreements to receive options
exercisable for an aggregate of 21,684 additional shares of AHI Common, a
warrant exercisable for 23,129 shares of AHI Common issued to Boise Cascade
Corporation and warrants exercisable for an aggregate of 201,275 shares of AHI
Common Stock issued to certain lenders to AHI (collectively, the "AHI Options")
there are no outstanding options, warrants, calls, rights, commitments or
agreements of any character to which AHI or any Subsidiary of AHI is a party or
by which it is bound obligating AHI or any Subsidiary of AHI to issue, deliver
or sell, or cause to be issued, delivered or sold shares of capital stock or any
Voting Debt of AHI or any Subsidiary of AHI or obligating AHI or any Subsidiary
of AHI to grant, extend or enter

                                       22


 
into any such option, warrant, call right, commitment or agreement, except as
and to the extent permitted pursuant to Section 6.5.  AHI has no Subsidiaries
other than Associated, and Associated has no Subsidiaries.  Neither AHI nor
Associated nor, to the knowledge of AHI, any affiliate of AHI owns any Company
Shares (other than as purchased pursuant to the Offer).

          (c) Authority.  AHI has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby.  This Agreement has been approved by all necessary corporate action
including the approval of the holders of capital stock of AHI in accordance with
the DGCL.  The execution and delivery of this Agreement by AHI and the
consummation by AHI of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of AHI including the
approval of the stockholders of AHI.  This Agreement has been duly executed and
delivered by AHI and constitutes a valid and binding obligation of AHI
enforceable against AHI in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).  The execution and
delivery of this Agreement do not, and the consummation of the transactions
contemplated hereby will not, conflict with or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or to
loss of a material benefit under, any provision of the Certificate of
Incorporation or By-laws of AHI or any Subsidiary of AHI or any loan or credit
agreement, note, bond, mortgage, indenture, lease, or other agreement,
instrument, permit, concession, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to AHI or any Subsidiary
of AHI or their respective properties or assets, other than any such conflicts,
violations or defaults which will be extinguished or satisfied on or before the
Effective Time or which individually or in the aggregate do not and would not
have a material adverse effect on AHI.  No consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Entity is required by or with respect to AHI in connection with the execution
and delivery of this Agreement by AHI or the consummation by AHI of the
transactions contemplated hereby, except for (i) filings to be made and approval
to be obtained under applicable state securities laws and state takeover laws,
(ii) the filing with the appropriate authorities of the Certificate of Merger
and appropriate documents with the relevant authorities of other states and
municipalities in which AHI is qualified to do business, and (iii) the filing of
the Schedule

                                       23


 
14D-1 with the Commission and such other compliance with the Exchange Act as may
be required in connection with the transactions contemplated hereby.

          (d) Information Supplied.  The information supplied by AHI to the
Company in writing expressly for inclusion in the Information Statement and all
information (including the pro forma financial information) relating to the
Surviving Corporation, the proposed business and operation of the Company
following consummation of the Offer and the Financing included in the
Information Statement, at the date the Information Statement is first mailed to
the stockholders of the Company, at the date of the stockholders meeting
referred to in Section 6.3 (if held) and at the Effective Time, will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.  The information supplied by AHI to the Company in writing expressly
for inclusion in the Schedule 14D-9, and all information relating to the
Surviving Corporation, the business and operation of the Company following
consummation of the Offer and the Financing included in the Schedule 14D-9 at
the date the Schedule 14D-9 is first mailed to stockholders of the Company and
at the Expiration Date will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.  For purposes of this representation and
warranty, AHI shall be entitled to assume the accuracy  in all material respects
of the Company's representations and warranties in this Agreement.

          (e) Solvency.  At the Effective Time and after giving effect to any
changes in the Surviving Corporation's assets and liabilities as a result of the
Merger and the Financing (as herein defined) therefor and the use of proceeds
therefrom, the Surviving Corporation will not: (i) be insolvent either because
its financial condition is such that the sum of its debts is greater than the
fair value of its assets or because the present fair salable value of its assets
will be less than the amount required to pay its probable liability on its debts
(including any legal liability whether matured or unmatured, liquidated,
absolute, fixed, or contingent with any contingent liability evaluated in light
of all the facts and circumstances existing at the time of such valuation as the
amount that can reasonably be expected to become an actual or matured liability)
as they become absolute and matured; (ii) have unreasonably small capital with
which to continue as a going concern and will not lack sufficient capital for
its needs and anticipated needs; or (iii) have incurred or plan to incur debts
beyond its ability to pay as they become absolute and matured.  For the purpose
of the representation and warranty contained in this Section 4.2(e), AHI

                                       24


 
shall be entitled to assume that the representations and warranties of the
Company regarding its liabilities and the liabilities of its Subsidiaries are
true and correct in all material respects and that there has been and will be no
material change in the aggregate of the assets or liabilities of the Company
after the date hereof except to the extent AHI has knowledge to the contrary.

          (f) Financing.  AHI has obtained and furnished the Company with a true
and correct copy of the commitment letter, dated February 13, 1995 from Chase.
Such commitment letter of Chase, as the same may be amended as permitted herein,
is herein referred to as the "Chase Commitment"; provided, however, that no such
amendment shall increase the aggregate amount of indebtedness, reduce the amount
of required equity contribution or materially increase the aggregate cost of
funds.  Pursuant to the Chase Commitment, Chase has committed to provide senior
and subordinate debt financing in an aggregate amount sufficient (together with
the equity infusion contemplated thereby) to (i) pay all amounts required to be
paid to the stockholders of the Company upon consummation of the Offer and
Merger, (ii) pay all amounts required to be paid in respect of employee stock
options pursuant to Section 3.6 hereof, (iii) pay all expenses incurred in
connection with the transactions contemplated by this Agreement (it being
understood that, with respect to such expenses incurred or to be incurred by the
Company, AHI may assume that the Company will not breach Section 6.6 hereof),
(iv) provide working capital to the Company immediately following consummation
of the Offer, (v) provide for the Benefits Letter of Credit and Bonus Trust
Letter of Credit (each as defined in Section 6.10(d) hereof), and (vi) pay all
amounts owing (including penalties, prepayment fees and breakage fees identified
in the Company Disclosure Schedule) under the indebtedness of the Company and
its Subsidiaries to be refinanced under the Chase Commitment.  The Chase
Commitment is in full force and effect.  It is understood that, in lieu of
utilizing the subordinated debt financing provided in the Chase Commitment, AHI
may, at its option, obtain such portion of the financing for the Merger through
a public or private sale of subordinated debt and/or preferred stock issued by
the Surviving Corporation (which debt and preferred stock will become
obligations of the Company pursuant to the Merger) on terms satisfactory to AHI
(subject to the terms of this Agreement).  AHI believes and has a reasonable and
informed basis for believing that the Financing will be available at the
expiration of the Offer and upon consummation of the Merger.  The financing
contemplated by this Section 4.2(f) is herein called the "Financing."  AHI has
reviewed the form of Solvency Opinion and has no reason to believe that the
Solvency Opinion will not be issued by the Appraiser (as defined in Section
6.11) without material change therein as required herein.

                                       25


 
          (g) Offer Documents.  The Offer Documents (other than information
supplied by the Company to AHI in writing expressly for inclusion therein, as to
which no representation or warranty is made), at the date the Offer Documents
are first mailed to the stockholders of the Company and at the Expiration Date
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

          (h) Financial Statements.  AHI has furnished to the Company true and
correct copies of the audited balance sheets of AHI and its consolidated
Subsidiaries at December 31, 1992, 1993 and 1994, respectively, and the audited
statements of operations and cash flows of AHI and its consolidated Subsidiaries
for the fiscal years then ended (collectively, the "AHI Financial Statements").
The AHI Financial Statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the periods
involved and fairly present in all material respects the consolidated financial
position of AHI and its consolidated Subsidiaries as at the dates thereof and
the consolidated results of their operations and changes in financial position
for the periods then ended except as otherwise stated therein.

          (i) Compliance with Applicable Laws.  The businesses of AHI and its
Subsidiaries are not being conducted in violation of any law, ordinance,
regulation, judgment, decree, injunction, rule or order of any Governmental
Entity, except for violations which individually or in the aggregate do not, and
would not reasonably be expected to have a material adverse effect on AHI.  No
investigation or proceeding before any Governmental Entity with respect to AHI
or any of its Subsidiaries is pending or, to the knowledge and AHI, threatened,
other than those the outcome of which would not reasonably be expected to have a
material adverse effect on AHI.

          (j) Litigation.  There is no suit, action or proceeding pending, or,
to the knowledge of AHI or any of Subsidiary of AHI, threatened against AHI or
any Subsidiary of AHI which has a reasonable probability of being decided
adversely to AHI or such Subsidiary and which, if adversely determined, would
reasonably be expected to have a material adverse effect on AHI, nor is there
any judgment, decree, injunction, rule or order of any Governmental Entity or
arbitrator outstanding against AHI or any Subsidiary of AHI having, or which in
the future would reasonably be expected to have any such effect.

          (k) Liabilities.  Neither AHI nor any of its Subsidiaries has any
material liabilities or obligations (absolute, accrued, contingent or otherwise)
of a nature required by generally accepted accounting principles to be
recognized or

                                       26


 
disclosed in consolidated financial statements of AHI and its Subsidiaries,
except those disclosed therein.

          (l) Title to Properties.  AHI or one of its Subsidiaries has good and
indefeasible title to all properties purported to be owned by it or acquired
after the date thereof (except properties sold or otherwise disposed of since
the date thereof in the ordinary course of business), free and clear of all
claims, liens, charges, security interests or encumbrances of any nature
whatsoever except (i) statutory liens securing payments (including taxes) not
yet due, (ii) such imperfections or irregularities of title, claims, liens,
charges, security interests or encumbrances as do not materially affect the use
of the properties or assets subject thereto or affected thereby or otherwise
materially impair business operations at such properties and (iii) such
encumbrances as do not have a material adverse effect on AHI.

          (m) Leased Properties.  AHI is the lessee of all leasehold estates
reflected in the AHI Financial Statements or acquired after the date thereof
(except for leases that have expired by their terms since the date thereof) and
is in possession of the properties purported to be leased thereunder and each
lease is valid without material default thereunder by the lessee or, to AHI's
knowledge, the lessor, except for such leases the invalidity of which or the
material default under which in the future would not reasonably be expected to
have a material adverse effect on AHI.

          (n) Taxes.  Each of AHI and its Subsidiaries has filed, or has timely
applied for extensions to file, all tax returns, reports, statements and other
documents ("AHI Tax Returns") required to be filed, distributed, or prepared by
any of them relating to any material taxes.  Each of AHI and its Subsidiaries
has paid (or AHI has paid on its behalf), or has set up a reserve believed by
AHI, after consultation with its independent accountants, to be adequate for the
payment of, all material taxes required to be paid, withheld, or deducted in
respect of the periods covered by such AHI Tax Returns, and the most recent
financial statements contained in the AHI Financial Statements reflect an
adequate reserve for all taxes payable, or required to be withheld and remitted,
by AHI and its Subsidiaries accrued through the date of such financial
statements.  Neither AHI nor any Subsidiary of AHI is delinquent in the payment
of any material tax, assessment or governmental charge, except those which are
not anticipated to be material to AHI and its Subsidiaries taken as a whole and
except those which are being contested in good faith and for which adequate
reserves have been established.  No deficiencies material to AHI and its
Subsidiaries taken as a whole for any taxes have been proposed, asserted or
assessed against AHI or any of its Subsidiaries, and no requests for waivers of
the time to assess any such tax, the

                                       27


 
granting of which would have a material adverse effect on AHI are pending.

          (o) Certain Agreements.  Neither AHI nor any of its Subsidiaries is a
party to any oral or written agreement, plan or arrangement with any officer,
director or employee of AHI or any Subsidiary of AHI (i) the benefits of which
are contingent, or the terms of which are materially altered, upon the
occurrence of a transaction involving AHI or any Subsidiary of AHI of the nature
of any of the transactions contemplated by this Agreement, (ii) providing
severance benefits or other benefits after the termination of employment
regardless of the reason for such termination of employment, (iii) any of the
benefits of which will be increased, or the vesting of benefits of which will be
accelerated, by the occurrence of any of the transactions contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement.  Neither AHI
nor any of its Subsidiaries is a party to any oral or written (i) agreement,
contract, indenture or other instrument relating to the borrowing of money or
the guarantee of any obligation for the borrowing of money material to AHI and
its Subsidiaries taken as a whole or (ii) other contract, agreement or
commitment of AHI or its Subsidiaries material to AHI and its Subsidiaries taken
as a whole (except those entered into in the ordinary course of business).

          (p) ERISA Compliance.  The present value of all accrued benefits
(vested and unvested) under all the "employee pension benefit plans" as such
term is defined in Section 3(2) of ERISA which are subject to Title IV of ERISA,
and which AHI or any Subsidiary of AHI maintains, or to which AHI or any
Subsidiary of AHI is obligated to contribute (the "AHI Pension Plans"), did not,
as of the respective last annual valuation dates for such AHI Pension Plans,
exceed the value of the assets of such AHI Pension Plans allocable to such
benefits.  None of the AHI Pension Plans subject to Section 302 of ERISA has
incurred any "accumulated funding deficiency", as such term is defined in
Section 302 of ERISA (whether or not waived), since the effective date of such
Section 302.  None of AHI, any Subsidiary of AHI, any officer of AHI or a
Subsidiary of AHI or any of the employee benefit plans of AHI and the
Subsidiaries of AHI which are subject to ERISA, including the AHI Pension Plans,
or any trusts created thereunder, or any trustee or administrator thereof, has
engaged in a "prohibited transaction", as such term is defined in Section 4975
of the Code, which could subject AHI, any Subsidiary of AHI, any officer of AHI
or a Subsidiary of AHI, any of such plans or any trust to any material tax or
penalty on prohibited transactions imposed by such Section 4975 and would
reasonably be expected to have a material adverse effect on AHI.  Neither any of
such AHI Pension Plans subject to Title IV of ERISA nor any of their related
trusts have been terminated, nor has there been any material "reportable event",
as that term is defined in Section 4043 of ERISA, for which the 30 day reported
request event have not been waived with respect thereto, which in any case would
have a material adverse effect on AHI and its Subsidiaries taken as a whole. AHI
is not a contributing employer to any "multiemployer plan" as such term is
defined in Section 3(37) or Section 4001(a)(3) of ERISA.

          (q) Certain Information.  With respect to agreements with customers or
suppliers which AHI has not disclosed to the 

                                       28


 
Company prior to date hereof for competitive reasons, (i) such agreements were
entered into in the ordinary cause of AHI's business, (ii) AHI reasonably
believes that such agreements are in the aggregate not materially adverse to AHI
and its Subsidiaries taken as a whole and (iii) such agreements (A) do not
contain terms permitting cancellation or termination thereof upon the
consummation of the transactions contemplated hereby where such cancellation or
termination would reasonably be expected to have individually or in the
aggregate a material adverse effect on AHI and (B) if breached by AHI by reason
of the consummation of this Agreement would result in damages against AHI which
would reasonably be expected to have a material adverse effect on AHI.

          (r) Absence of Certain Changes or Events.  Since December 31, 1994 AHI
and the Subsidiaries of AHI have conducted their respective businesses only in
the ordinary course, and there has not been (i) any damage, destruction or loss
to any property of AHI or its Subsidiaries, whether covered by insurance or not,
which has or, in the future would reasonably be expected to have a material
adverse effect on AHI or the Surviving Corporation; (ii) any declaration,
setting aside or payment of any dividend (whether in cash, stock or property)
with respect to any of AHI's capital stock other than the accrual or payment of
dividends on the AHI Preferred Stock in accordance with its terms; or (iii) any
transaction, commitment, dispute or other event or condition by or with respect
to AHI or its Subsidiary which, individually or in the aggregate, has had, or in
the future would reasonably be expected to have, a material adverse effect on
AHI or the Surviving Corporation.

          (s) Definition of Knowledge.  For purposes of the Agreement, "to the
knowledge of AHI" and words of similar import shall be limited to the actual
knowledge of the executive officers of AHI and its Subsidiaries.

                                       29


 
                                 ARTICLE 5

                   COVENANTS RELATING TO CONDUCT OF BUSINESS
                   -----------------------------------------

          5.1  Covenants of the Company.  During the period from the date of
this Agreement and continuing until the Effective Time, the Company (except as
expressly permitted or contemplated by this Agreement or to the extent that AHI
shall otherwise consent in writing) shall conduct its business as follows:

          (a) Ordinary Course.  The Company and its Subsidiaries shall carry on
their respective businesses in the usual, regular and ordinary course in
substantially the same manner as heretofore conducted and, to the extent
consistent with such businesses, use reasonable efforts to preserve their
present business organizations, keep available the services of their present
officers and employees and preserve their relationships with customers and
suppliers, except as any of the foregoing shall have been affected by the
announcement of the transactions contemplated by this Agreement.

          (b) Dividends; Changes in Stock.  The Company shall not and shall not
propose to (i) declare or pay any dividends on or make other distributions in
respect of any of its capital stock except as permitted by Section 6.13 hereof,
(ii) split, combine or reclassify any of its capital stock or issue or authorize
or propose the issuance of any other securities in respect of, in lieu of or in
substitution for shares of capital stock of the Company or (iii) repurchase or
otherwise acquire, or permit any Subsidiary of the Company to purchase or
otherwise acquire, any shares of its capital stock (other than in accordance
with the terms of the Company Option Plans) or Company options (except as
contemplated by this Agreement).

          (c) Issuance of Securities.  The Company shall not, and shall not
permit any Subsidiary of the Company to, issue, deliver or sell, or authorize or
propose the issuance, or delivery or sale of, any shares of its capital stock of
any class, any Voting Debt or any securities convertible into, or any rights,
warrants or options to acquire, any such shares, Voting Debt or convertible
securities (other than the issuance of no more than 10,000 shares of Company
Common Stock upon the exercise of stock options granted under the Company Option
Plans that are outstanding on the date of this Agreement in accordance with
their present terms).

          (d) Governing Documents.  The Company shall not, and shall not permit
any Subsidiary to, amend or propose to amend its Certificate of Incorporation or
bylaws except as contemplated by Section 1.1(a).

                                       30


 
   
          (e) Takeover Proposals.  From and after the date hereof and until the
Effective Time (or earlier termination of this Agreement), provided that AHI is
not in material breach of this Agreement, the Company shall not, nor shall it
permit any Subsidiary of the Company to, nor shall it authorize or permit any
officer, director or employee of or any investment banker, attorney, accountant
or other representative retained by the Company or any Subsidiary of the Company
to, solicit, initiate or encourage submission of any proposal or offer
(including by way of furnishing nonpublic information about the Company) from
any person which constitutes, or may reasonably be expected to lead to, any
Takeover Proposal (as defined below); provided, however, that the Company and
such other persons shall be entitled to furnish information to any third party
(and enter into agreements with respect to confidentiality and related matters
with such third party) in response to an unsolicited inquiry and to engage in
discussions to clarify and refine any details of any offers that may result from
any such unsolicited inquiry to the extent the Company Board determines in good
faith and after consultation with its legal counsel that the failure to do so
would be inconsistent with its fiduciary duties. The Company shall promptly
communicate to AHI the material terms of any proposal (other than the identity
of the party making such proposal if such party requests that its identity
remain confidential), which it may receive in respect of any actual or potential
Takeover Proposal. As used in this Agreement, "Takeover Proposal" shall mean any
proposal for a merger or other business combination involving the Company or any
Subsidiary of the Company or any proposal or offer to acquire in any manner a
substantial equity interest in the Company or any Subsidiary of the Company or a
substantial portion of the assets of the Company or any Subsidiary of the
Company. If the Company shall enter into any agreement with a third party (a
"TPC Agreement") with respect to any of the matters set forth in that certain
Confidentiality Agreement dated as of November 16, 1994, among the Company,
Associated Stationers, Inc., and Wingate Partners, L.P., as supplemented by
letter agreement dated as of November 16, 1994 (the "Confidentiality Agreement")
and the material terms or condition of any TPC Agreement are less restrictive on
the third party than the corresponding terms and conditions (excluding the no
hire provisions) of the Confidentiality Agreement, the Confidentiality Agreement
shall automatically be amended to such less restrictive terms and conditions.
     

                                       31


 
          (f) No Acquisitions.  The Company shall not, and shall not permit any
Subsidiary of the Company to, acquire or agree to acquire by merging or
consolidating with, or by purchasing a substantial portion of the assets of, or
by any other manner, any business or any corporation, partnership, association
or other business organization or division thereof which acquisition, if
consummated, would be, individually or in the aggregate, material to the
Company.  The Company shall not purchase assets (other than inventory and
capital expenditures) with an aggregate purchase price of more than $5,000,000
in the aggregate.

          (g) No Dispositions.  The Company shall not, and shall not permit any
Subsidiary of the Company to, sell, lease or otherwise dispose of, or agree to
sell, lease or otherwise dispose of, assets with a fair market value in excess
of $5,000,000 (individually or in the aggregate), except for inventory, accounts
receivable, supplies obsolete or damaged assets and salvage items and excluding
dispositions of assets which are or will be replaced with a similar type of
asset.

          (h) Indebtedness.  The Company shall not, and shall not permit any
Subsidiary of the Company to, incur any indebtedness for borrowed money or
guarantee any such indebtedness or issue or sell any debt securities of the
Company or any Subsidiary of the Company or guarantee any debt securities of
others other than in accordance with the Company Disclosure Schedule or for
working capital purposes in the ordinary course of business or capital
expenditures permitted hereunder and refinancings of existing bank indebtedness
with the consent of AHI, which consent shall not be unreasonably withheld or
delayed.  To the extent available to the Company under agreements governing its
bank indebtedness, the Company shall select an interest rate option based on
LIBOR for an interest period not to exceed thirty (30) days.

          (i) Benefit Plans, Etc.  Other than as provided in the Company
Disclosure Schedule the Company shall not, and shall not permit any Subsidiary
of the Company to, adopt or amend in any material respect any collective
bargaining agreement or material employee benefit plan, stock option plan,
phantom stock plan or material vacation plan other than in the ordinary course
of business consistent with past practice or as contemplated by Section 3.6.
Notwithstanding the foregoing, the Company

          (a) may (and after the Expiration Date, to the extent not already
     paid, shall) pay to plan participants the following employee benefit
     obligations on a date selected by it preceding the first date on which AHI
     purchases Company Shares pursuant to the Offer (i) so-called "top-hat" or
     supplemental retirement benefits for the benefit of present or past
     employees and directors of the Company and (ii)

                                       32


 
     deferred compensation owing to present or past employees and directors,
     each as disclosed in the Company Disclosure Schedule assuming the Effective
     Time is June 30, 1995.  The amounts payable shall be computed by the
     Company in accordance with its past practices and shall be in amounts which
     shall not exceed the amounts accrued on the Company's books through the end
     of the month preceding the date on which AHI first purchases Company Shares
     pursuant to the Offer, plus amounts which the Company estimates would be
     accrued through the Effective Time; and

          (b) the Company may (and after the Expiration Date, to the extent not
     already paid, shall) prior to the first date on which AHI purchases Shares
     in the Offer, make contributions (calculated in accordance with past
     practices) to its profit sharing plan for that portion of the fiscal year
     ending August 31, 1995 which it estimates will have elapsed through the
     Effective Time.  The amount which the Company estimates would be
     contributed for such fiscal year if the Effective Time occurred on June 30,
     1995 is set forth in the Company Disclosure Schedule.

          (j) Executive Compensation.  The Company shall not, and shall not
permit any Subsidiary of the Company to, (i) increase the aggregate amounts
payable under or otherwise change in a manner materially (in reference to all
Executive Contracts) adverse to the Company any other material term of the
Executive Contracts or any other agreement with its executive officers except as
and to the extent disclosed in the Company Disclosure Schedule and except for
increases in the ordinary course of business consistent with past practice of
the Company, (ii) enter into any employment agreement with any executive officer
except with respect to prospective executive officers, except with the prior
written consent of AHI which shall not be unreasonably withheld or delayed,
(iii) materially increase the compensation payable to any other officer or
employee except for increases in the ordinary course of business consistent with
past practice of the Company.  For purposes of this paragraph (j) the wage
freeze currently in effect for the Company shall not be considered part of the
past practice of the Company.

          (k) No Capital Expenditures.  The Company shall not, and shall not
permit any Subsidiary of the Company to, make any capital expenditures or any
commitments therefor which exceed 120% of the amount set forth in the Company
Disclosure Schedule.

          (l) Company SEC Filings.  The Company shall file all reports,
schedules and definitive proxy statements (the "Company Filings") required to be
filed by the Company with the SEC and shall provide copies thereof to AHI
promptly upon the filing thereof.  As of its respective date, each Company
Filing will comply in all material respects with the requirements of the

                                       33


 
Exchange Act and the applicable rules and regulations of the Commission
thereunder and none of the Company Filings will contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they are made, not misleading.  As of their respective dates, the
financial statements of the Company included in the Company Filings will have
been prepared in accordance with generally accepted accounting principles
consistently applied (except as may be indicated in the notes thereto or, in the
case of unaudited statements, as permitted by Form 10-Q) and will fairly present
in all material respects the consolidated financial position of the Company as
at the dates thereof and the consolidated results of operations, cash flows or
changes in financial position for the periods indicated therein.  Upon the
filing of a Company Filing, the Company Filing shall be considered as an SEC
Document for all purposes of this Agreement.

          (m) Other Actions.  The Company shall not, and shall not permit any
Subsidiary of the Company to, take any action that would or might result in any
of the representations and warranties of the Company set forth in this Agreement
becoming untrue or in any of the conditions to the Merger set forth in Article 7
not being satisfied.

          (n) Advice of Changes.  The Company shall promptly advise AHI orally
or in writing of any change or event having, or which would have, a material
adverse effect on the Company other than any changes or events arising from
general economic conditions or generally affecting the industry in which the
Company operates.

          5.2  Covenants of AHI.  During the period from the date of this
Agreement and continuing until the Effective Time, AHI shall (except as
expressly permitted by this Agreement or to the extent that the Company shall
otherwise consent in writing) conduct its business as follows:

          (a) Ordinary Course.  AHI and its Subsidiaries shall carry on their
respective businesses in the usual, regular and ordinary course in substantially
the same manner as heretofore conducted and, to the extent consistent with such
businesses, use reasonable efforts to preserve their present business
organizations, keep available the services of their present officers and
employees and preserve their relationships with customers and suppliers, except
as any of the foregoing shall have been affected by the announcement of the
transactions contemplated by this Agreement.

          (b) Dividends; Changes in Stock.  AHI shall not and shall not propose
to (i) declare or pay any dividends on or make other distributions in respect of
any of its capital stock

                                       34


 
other than the accrual of dividends on the AHI Preferred Stock, (ii) split,
combine or reclassify any of its capital stock or issue or authorize or propose
the issuance of any other securities in respect of, in lieu of or in
substitution for shares of capital stock of AHI or (iii) repurchase or otherwise
acquire, or permit any Subsidiary of AHI to purchase or otherwise acquire, any
shares of its capital stock.

          (c) Issuance of Securities.  Except as contemplated by the AHI
Options, Chase Commitment and Section 6.5 hereof, AHI shall not, and shall not
permit any Subsidiary of AHI to, issue, deliver or sell, or authorize or propose
the issuance, or delivery or sale of, any shares of its capital stock of any
class, any Voting Debt or any securities convertible into, or any rights,
warrants or options to acquire, any such shares, Voting Debt or convertible
securities.

          (d) Governing Documents.  Except to the extent necessary to permit the
issuance of capital stock as provided in the Chase Commitment or as permitted
under Section 6.5, AHI shall not, and shall not permit any Subsidiary of AHI to,
amend or propose to amend their Certificate of Incorporation or By-laws.

          (e) No Acquisitions.  AHI shall not, and shall not permit any
Subsidiary of AHI to, acquire or agree to acquire by merging or consolidating
with, or by purchasing a substantial portion of the assets of, or by any other
manner, any business or any corporation, partnership, association or other
business organization or division thereof which acquisition, if consummated
would be material, individually or in the aggregate, to AHI.

          (f) No Dispositions.  AHI shall not, and shall not permit any
Subsidiary of AHI to, sell, lease or otherwise dispose of, or agree to sell,
lease or otherwise dispose of, any of its assets, which are material,
individually or in the aggregate, to AHI, except in the ordinary course of
business consistent with prior practice.

          (g) Indebtedness.  Except as contemplated by the Chase Commitment, AHI
shall not, and shall not permit any Subsidiary of AHI to, incur any indebtedness
for borrowed money or guarantee any such indebtedness or issue or sell any debt
securities of AHI or any Subsidiary of AHI or guarantee any debt securities of
others other than for working capital purposes in the ordinary course of
business.

          (h) Benefit Plans, Etc.  AHI shall not, and shall not permit any
Subsidiary of AHI to, adopt or amend in any material respect any collective
bargaining agreement or employee benefit plan other than in the ordinary course
of business consistent with prior practice.

                                       35


 
          (i) Executive Compensation.  AHI shall not, and shall not permit any
Subsidiary of AHI to, grant to any executive officer any material increase in
compensation or in severance or termination pay, or enter into any employment
agreement with any executive officer, except as set forth in the AHI Disclosure
Schedule, as may be required under employment or termination agreements in
effect on the date of this Agreement and included in the AHI Disclosure Schedule
or in the ordinary course of business consistent with prior practice.

          (j) No Capital Expenditures.  AHI shall not, and shall not permit any
Subsidiary of AHI to, make any capital expenditures or any commitments therefor
other than in the ordinary course of business.

          (k) Advice of Changes.  AHI shall promptly advise the Company orally
or in writing of any change or event having, or which would have, a material
adverse effect on AHI, other than changes or events arising from economic
conditions or generally affecting the business in which AHI operates.


                                   ARTICLE 6

                             ADDITIONAL AGREEMENTS
                             ---------------------

          6.1  Information Statements; Offering Documents.

          (a) The Company will prepare and file, as promptly as practicable and
in no event later than ten days after the date hereof, a preliminary Information
Statement (with confidential treatment requested) with the Commission relating
to matters to be acted on by the stockholders of the Company after consummation
of the Offer.  AHI agrees to provide to the Company as promptly practicable and
be solely responsible for all information (including all proforma financial
information) relating to AHI and its Subsidiaries and the description,
operations and conduct of the business of the Company following the purchase of
Company Shares in the Offer.  The Company will use its reasonable best efforts
to respond to any comments of the Commission and to cause the Information
Statement to be mailed to the Company's stockholders at the earliest practicable
time following consummation of the Offer.  The Company will provide to AHI and
its counsel a full opportunity to review and comment upon the preliminary and
definitive Information Statement prior to filing with the Commission.  The
Company will notify AHI promptly of the receipt of any comments from the
Commission or its staff and of any request by the Commission or its staff for
amendments or supplements to the Information Statement or for additional
information and will supply AHI with copies of all correspondence between the
Company or any of its representatives, on the one hand, and the Commission or
its staff, on the other hand, with

                                       36

 
respect to the Information Statement or the Merger.  If at any time prior to the
Effective Time any event shall occur which should be set forth in an amendment
of, or a supplement to, the Information Statement, the Company will promptly
prepare and mail such an amendment or supplement.  The Company will not mail the
Information Statement, or any amendment thereof or supplement thereto, to the
Company's stockholders unless it has first obtained the consent of AHI to such
mailing, which consent shall not be unreasonably withheld.

          (b) AHI will prepare and submit to its stockholders, as promptly as
practicable after the date hereof and in a manner in conformance with all
applicable laws, all disclosures required by applicable law.  Such action by AHI
will be exempt from the registration requirements of Federal and applicable
state securities laws.

          6.2  Access to Information.  Each of the Company and AHI shall (and
shall cause each of its Subsidiaries to) afford to the other party and to the
other party's accountants, counsel and other representatives, reasonable access
during normal business hours during the period prior to the Effective Time to
all their respective properties, financial statements, books, contracts,
commitments and records and, during such period, each of the Company and AHI
shall (and shall cause each of its Subsidiaries to) furnish promptly to the
other party (a) a copy of each report, schedule, registration statement and
other document filed or received by it during such period pursuant to the
requirements of federal and state securities laws and (b) all other information
concerning its business, properties and personnel as the other party may
reasonably request; provided, however, that neither party shall be required to
furnish to the other or permit access to information relating to customers,
suppliers, marketing strategy or the like deemed by such party to be sensitive
from a competitive point of view.  All information obtained pursuant to this
Agreement by or on behalf of AHI or any Subsidiary of AHI shall be subject to
the provisions of the Confidentiality Agreement.

          6.3  Stockholder Approval.

          (a) If required by applicable law in order to consummate the Merger,
the Company shall promptly following the date which the Offer is consummated
call a meeting of its stockholders for the purpose of adopting this Agreement
and approving the Merger and related matters.  Subject to the fiduciary duties
of the Company Board under applicable law, the Company shall, through its Board
of Directors, otherwise use its reasonable best efforts (including the
engagement of a proxy solicitation firm acceptable to AHI) to obtain stockholder
approval of this Agreement.  If a vote or consent of the stockholders is
required under the DGCL or requested, AHI shall

                                       37

 
vote all AHI-owned Shares to be voted in favor of adopting this Agreement and
approving the Merger.

          (b) AHI shall as soon as practicable following the date hereof give to
its stockholders notice that this Agreement has been adopted and the
transactions contemplated hereby approved by action by written consent of AHI's
majority stockholder.

          6.4  Legal Conditions to Merger.  Each of AHI and the Company will
take all reasonable actions necessary to comply promptly with all legal
requirements which may be imposed on it or any of its Subsidiaries with respect
to the Offer or Merger and will promptly cooperate with and furnish information
in connection with any such requirements imposed upon it or any of its
Subsidiaries in connection with the Offer or Merger. Each of AHI and the Company
will take, and will cause its Subsidiaries to take, all reasonable actions
necessary to obtain (and will cooperate with the other party and its
Subsidiaries in obtaining) any consent, authorization, order or approval of, or
any exemption by, any Governmental Entity, and will take all reasonable actions
necessary to obtain any consent of any other third party, required to be
obtained or made by the Company or any of its Subsidiaries (or by AHI or any of
its Subsidiaries) in connection with the Merger or the taking of any action
contemplated thereby or by this Agreement.  The Company shall use reasonable
best efforts to obtain the consent of the parties with respect to the matters
identified on Exhibit D-1 hereto (the "Company Material Consents").  AHI will
use reasonable best efforts to obtain the consents of the party with respect to
the matters identified in Exhibit D-2 hereto.  Notwithstanding the foregoing, in
no event shall AHI or the Company be required to agree or consent to the
divestiture of any material amount of assets of AHI, the Company, the Surviving
Corporation or their respective Subsidiaries, or any restriction on the right of
AHI or Wingate Partners, L.P. to control the business of the Surviving
Corporation or any of its Subsidiaries following the Merger.

          6.5  Financing.  AHI will use its reasonable best efforts to obtain
the Financing in accordance with the Chase Commitment and enter into definitive
documentation with respect thereto, including without limitation the filing and
diligent prosecution of all filings with the Commission and state securities or
blue sky authorities, as may be necessary to effect the Financing, the Offer and
the Merger.  AHI agrees that no shares of capital stock or rights to acquire
capital stock of the Company, the Surviving Corporation or any Subsidiary of
either given in connection with the Financing shall dilute the percentage
ownership in the Surviving Corporation of the holders of Company Shares which
are converted pursuant to Section 3.1(a) hereof.  The Company acknowledges that
AHI intends to cause all

                                       38

 
or substantially all of the indebtedness of the Company to be refinanced
concurrently with the consummation of the Offer as and to the extent provided in
the Chase Commitment.  In connection with the Financing, AHI will issue
additional shares of AHI Common for an aggregate consideration of not less than
$12,000,000 cash and an average equivalent price per share of Company Common
Stock of not less than $10 per share and warrants, options and other rights to
purchase common stock.  AHI will promptly but in any event within one business
day issue a public announcement upon entering into definitive documentation with
respect to the Financing.

          6.6  Expenses.  Except as set forth in Section 8.2(c), all expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses and, for the purposes
of this Section 6.6, expenses to be paid by the Company shall include expenses
incurred in connection with the preparation and mailing of the Information
Statement; provided, however, that each party shall pay one-half of all fees and
expenses of any consultants retained by mutual agreement of the parties (other
than their respective attorneys, which shall be paid by their retaining party)
in connection with obtaining, or seeking to obtain necessary approvals under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and provided,
further, that the Company covenants and agrees that the aggregate third party
expenses (other than legal and accounting fees and expenses) incurred by it in
connection with this Agreement and the transactions contemplated hereby prior to
the Expiration Date shall not exceed $2.75 million (subject to an increase by
the amount by which certain fees payable by the Company disclosed to AHI prior
to the date hereof increase if the price paid in the Offer increases), and that
all such third party expenses will be paid or accrued in full prior to the
Closing Date.

          6.7  Brokers or Finders.  Each of AHI and the Company represents, as
to itself, its Subsidiaries and its affiliates, that no agent, broker,
investment banker or other firm or person is or will be entitled to any broker's
or finder's fee or any other commission or similar fee in connection with any of
the transactions contemplated by this Agreement, except Blair and Lazard, both
of whose fees and expenses will be paid by the Company in accordance with the
Company's agreement with such firm (copies of which have been delivered by the
Company to AHI prior to the date of this Agreement), and Chase Securities, Inc.
and Chase, whose fees and expenses will be paid by AHI in accordance with AHI's
agreement with such firms, and each of AHI and the Company shall indemnify and
hold the other harmless from and against any and all claims, liabilities or
obligations with respect to any other fees, commissions or expenses asserted by
any person on the basis of any act or statement alleged to have been made by
such party or its affiliate.

                                       39


 
          6.8  Indemnification and Insurance.

          (a) AHI (from and after the purchase of Company Shares in the Offer),
the Surviving Corporation (and, prior to the Effective Time, the Company),
hereby jointly and severally agree that until June 30, 2000, the Company (prior
to the Effective Time) and the Surviving Corporation (at and after the Effective
Time) shall provide officers' and directors' liability insurance covering each
present and former director, officer, employee and agent of the Company and each
Subsidiary of the Company and each present and former director, officer,
employee, agent or trustee of any employee benefit plan for employees of the
Company (individually, an "Indemnified Person", and collectively, the
"Indemnified Persons"), who is currently covered by the Company's officers' and
directors' liability insurance or will be so covered on the Expiration Date or
the Closing Date with respect to actions and omissions occurring (or alleged to
have occurred) on or prior to the Effective Time (including, without limitation,
any which arise out of or relate to the transaction contemplated by this
Agreement), which liability insurance is no less favorable than such insurance
maintained in effect by the Company on the date hereof in terms of coverage and
amount; provided, however, that if the premiums for such insurance exceed in any
year 175% of the premiums for such insurance paid by the Company for the twelve
month period ended October 31, 1995, such insurance may be modified to provide
the maximum coverage available for 175% of the amount of such premiums for such
period.  Proof of such insurance, including a certificate or certificates of
insurance (along with a copy of the underlying policy with respect to which the
certificate is issued) shall be furnished by AHI to the Company on or prior to
the Closing Date and thereafter shall be furnished by AHI to any Indemnified
Persons upon request during such period.  On or before each June 30 of each year
the Company or the Surviving Corporation shall furnish a certificate executed by
its chief financial or accounting officer certifying and showing compliance with
the requirements of this Section 6.8 to Joel D. Spungin, in care of Altheimer &
Gray, Attn: Phillip Gordon, 10 South Wacker Drive, Suite 4000, Chicago, Illinois
60606.

          (b) The Surviving Corporation (and, prior to the Effective Time, the
Company) shall indemnify and hold harmless to the fullest extent permissible
under the DGCL each of the Indemnified Persons against any losses, claims,
damages, liabilities, costs, expenses (including, without limitation, reasonable
attorneys fees), judgments, fines and amounts paid in settlement in connection
with any threatened, pending or completed claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative
("Indemnifiable Claim"), arising out of or related to any action or omission
occurring on or prior to the Closing Date (including, without limitation, any
which arise out of or relate to the

                                       40

 
transactions contemplated by this Agreement), whether asserted or commenced
prior to, on or after the Closing Date (excluding, however, actions brought by
the Company against persons who are Indemnified Persons for repayment amounts
alleged to have been improperly paid under the Benefits Trust Agreement.

          (c) The Surviving Corporation (and, prior to the Effective Time, the
Company) hereby agrees that, until at least June 30, 2000, the provisions of the
Certificate of Incorporation and By-Laws of the Surviving Corporation shall
provide indemnification to the Indemnified Persons on terms, in a manner, and
with respect to matters, which are no less favorable (in favor of persons
indemnified) than the Certificate of Incorporation and By-Laws of the Company
and its Subsidiary, United Stationers Supply Co. ("USSC"), as in effect on the
date hereof, and further agree that such indemnification provisions shall not be
modified or amended except as required by law, unless such modification or
amendment clearly expands the rights of the Indemnified Persons to
indemnification.  Without limiting the generality of the foregoing, the
Surviving Corporation shall advance, from time to time, as incurred, expenses
(including reasonable attorneys' fees) to each such Indemnified Person.

          (d) In the event of any Indemnifiable Claim (whether asserted or
commenced before, on or after the Closing Date), (i) the Indemnified Person(s)
may retain counsel satisfactory to them, and the Company or the Surviving
Corporation after the Effective Time, shall pay all fees and expenses of such
counsel for the Indemnified Person(s) promptly as statements therefor are
received (whether or not such fees and expenses are incurred prior to the actual
disposition of such Indemnifiable Claim), and (ii) the Company and, after the
Effective Time, the Surviving Corporation shall use their respective best
efforts to assist the Indemnified Person(s) in the defense of any such matter;
provided that neither the Company nor the Surviving Corporation shall be liable
for any settlement effected without its written consent, which consent, however,
shall not be unreasonably withheld or delayed.  Any Indemnified Person wishing
to claim indemnification under this Section 6.8, upon learning of any
Indemnifiable Claim, shall notify the Surviving Corporation thereof, provided
their failure to provide any such notice shall not relieve the Surviving
Corporation of its obligations under this Section 6.8, except to the extent the
Surviving Corporation is actually and materially prejudiced by such lack of
notice.  The Indemnified Persons as a group with respect to the same
Indemnifiable Claim may retain only one (1) law firm to represent them with
respect to any such matter unless there is, under applicable standards of
professional conduct, a conflict on any significant issue between the positions
of any two (2) or more Indemnified Persons, in which case such Indemnified
Persons may retain such number of additional counsel

                                       41


 
as are necessary to eliminate all conflicts of the type referred to above.

          (e) AHI, the Company and the Surviving Corporation expressly
acknowledge the indemnification and like obligations of the Company and USSC
contained in their respective Certificates of Incorporation and By-Laws and
hereby agree, from and after the Expiration Date, to honor in accordance with
their terms all such obligations and further acknowledge that said obligations
(along with the indemnification and like obligations in the Certificate of
Incorporation and By-Laws of the Surviving Corporation) constitute a contract
between the Company and/or USSC (and/or the Surviving Corporation), as the case
may be, on the one hand, and the Indemnified Person(s), on the other hand,
creating binding obligations on the part of the indemnitors and binding rights
on the part of the Indemnified Persons.  Without limiting the foregoing
obligations of AHI, the Company and the Surviving Corporation in this Section
6.8, upon consummation of the transactions contemplated by this Agreement, the
Company and USSC shall continue to honor, and the Surviving Corporation will be
bound by and honor such obligations of the Company and USSC referred to in the
next preceding sentence and will reimburse an Indemnified Person for its
expenses in enforcing its rights under this Section 6.8, including reasonable
attorneys fees.

          (f) If the Company or the Surviving Corporation or its successors or
assigns shall transfer all or substantially all of its properties and assets to
any individual, corporation or other entity, then and in each such case, proper
provisions shall be made so that the successors and assigns thereof shall assume
the obligations set forth in this Section 6.8; provided, however, no such
assignment or assumption shall relieve the Surviving Corporation (or any
successor or assign) of its obligations set forth in (or imposed pursuant to)
this Section 6.8.

          (g) Nothing contained in this Section 6.8, or elsewhere in this
Agreement, shall limit an Indemnified Person's right (or impose any obligation
upon an Indemnified Person) to pursue (whether separately, simultaneously or in
seriatim) recovery of the obligations of indemnification provided for in this
Section 6.8, or affect the obligations of the Company prior to the expiration of
the Offer, and the pursuit of one or more rights of indemnification by an
Indemnified Person shall not be deemed to be a waiver of the right to pursue any
other remedy.  Nothing herein contained shall be deemed or construed as allowing
an Indemnified Person to recover an aggregate amount in excess of the amount for
which the Indemnified Person is entitled to indemnification.  Nothing in this
Section 6.8 shall be deemed to require the Company (prior to the Effective Time)
or the Surviving Corporation to take any action in violation of applicable law.

                                       42


 
          6.9  Additional Agreements.  Subject to the terms and conditions of
this Agreement, each of the parties hereto will use its reasonable best efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement,
subject, if applicable, to the appropriate approval of stockholders of the
Company required so to approve, and, subject in the case of the Company to the
exercise by the Company Board prior to the Expiration Date of its fiduciary
duties under applicable law as advised by legal counsel.  If at any time after
the Effective Time any further action is necessary or desirable to carry out the
purposes of the Agreement or to vest the Surviving Corporation with full title
to all properties, assets, rights, approvals, immunities and franchises of
either the constituent corporations, the proper officers and directors of each
corporation that is a party to this Agreement shall take all such necessary
action.

          6.10 Employee Contracts and Employee Benefit Plans.

          (a) From and after the earlier to occur of the consummation of the
Offer and the Effective Time, the Company and the Surviving Corporation shall
cause to be maintained and honored the severance policy of the Company and USSC
for terminated employees as in effect on the date hereof, copies of which appear
in the Company Disclosure Schedule, or shall replace such policy with, and keep
in effect, a policy providing to the employees a severance policy which equals
or has more favorable terms, compensation and benefits than the severance policy
for the Company or USSC, for a period of not less than one (1) year after the
Effective Time.

          (b) From and after the earlier to occur of the consummation of the
Offer and the Effective Time, the Company and the Surviving Corporation hereby
agree to duly and punctually perform (or cause to be performed) all obligations
of the Company and its Subsidiaries under all of their existing agreements with
directors, officers, employees and former employees, including, without
limitation, the Executive Contracts and the agreements set forth in the Company
Disclosure Schedule.  To the extent not prohibited by applicable law the Company
and the Surviving Corporation shall cause service with the Company prior to the
Effective Time to be treated as service for benefit plan purposes at least to
the extent that service with AHI prior to the Effective Time is treated as
service for benefit plan purposes (including, without limitation, for purposes
of pre-existing conditions limitations, waiting period and vesting
requirements).

          (c) The Company (and, following the Effective Time, the Surviving
Corporation) shall not amend the provisions of the United Stationers Pension
Plan ("US Pension Plan") which

                                       43

 
prescribe the interest rate assumption, mortality table assumption and any other
factors that determine the actuarial equivalent of different forms of payment
under the US Pension Plan if the amendment would result in lump sum options
smaller than the lump sum options calculated by using the interest rate
assumption, mortality table assumption, and other factors which would otherwise
be prescribed by the US Pension Plan as in effect on the date of this Agreement.

          (d) Prior to the acceptance for payment of Company Shares pursuant to
the Offer, (i) the Company shall execute and deliver the Benefits Trust
Agreement substantially in the form of Exhibit E hereto (the "Benefits Trust
Agreement") and the Bonus Plan Trust Agreement substantially in the form of
Exhibit F hereto (the "Bonus Plan Trust") and (ii) AHI shall give its written
consent to the Benefits Trust Agreement and Bonus Plan Trust.  Simultaneous with
the payment for Company Shares accepted for payment pursuant to the Offer, AHI
shall deposit with American National Bank and Trust Company, (A) as trustee
under the Benefits Trust Agreement ("Benefits Trustee") a Letter of Credit
issued by Chase in the face amount of $24,000,000 substantially in the form of
Exhibit G hereto (the "Benefits Letter of Credit") and (B) as trustee under the
Bonus Plan Trust a Letter of Credit issued by Chase substantially in the form of
Exhibit H hereto (the "Bonus Letter of Credit") in a face amount, as reasonably
estimated by the Company, equal to the sum of (x) in respect of the Executive
Bonus Plan, amounts accrued by the Company on its books through the first day on
which Shares are purchased in the Offer plus amounts which the Company estimates
will be accrued through the end of the month in which the Effective Time occurs;
provided, that if the Effective Date occurs on or before the tenth day of the
month, the estimate will be of amounts accrued to the Effective Date (less
amounts theretofore paid under such plan), plus (y) in respect of the Management
Incentive Plan, amounts accrued by the Company on its books through the first
date on which Shares are purchased in the Offer plus amounts which the Company
estimates will be accrued for the remainder of the fiscal year ending August 31,
1995.  The accruals under such plans shall be made in accordance with the terms
of the plans.  The amounts which the Company currently estimates will be accrued
if the Effective Time occurs on June 30, 1995 are (X) in respect of the
Executive Bonus Plan, $1,001,000, and (Y) in respect of the Management Incentive
Plan, $4,207,000.  The Company shall give written notice to AHI of the amount of
the Bonus Letter of Credit not later than two days prior to the then scheduled
Expiration Date.  The face amount of the Bonus Letter of Credit shall not exceed
$6,000,000.

          (e) The Surviving Corporation shall make contributions to the
Company's 401(k) plan in amounts required by such plan for the portion of its
fiscal year elapsed through the Effective Time.

                                       44


 
          6.11  Financial Condition.  AHI shall use its reasonable best efforts
to cause to be executed and delivered to the Company prior to or simultaneous
with the acceptance for payment of the Company Shares pursuant to the Offer, (a)
financial condition certificate in the same form to be delivered to Chase which
certificates will address matters customarily addressed in such certificates
(the "Financial Condition Certificate") and (b) the opinion of Valuation
Research Corporation (the "Appraiser") addressed to the Company (among others)
substantially in the form attached hereto as Exhibit I (the "Solvency Opinion").

          6.12 Compliance Certificates.

          (a) Prior to the acceptance of Shares for payment pursuant to the
Offer Expiration Date (as then scheduled), AHI shall deliver to the Company a
certificate executed on behalf of AHI by the chief executive officer and chief
accounting officer of AHI, stating that the representations and warranties of
AHI set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the date of such certificate
as though made on and as of the date of such certificate, except as otherwise
permitted by this Agreement or if any such representation or warranty is untrue
in any material respect, specifying the respect in which the same is untrue.

          (b) Prior to the acceptance of Shares for payment pursuant to the
Offer (as then scheduled), the Company shall, if requested by AHI, deliver to
AHI a certificate executed on behalf of the Company by the chief executive
officer and chief financial officer of the Company, stating that the
representations and warranties of the Company set forth in this Agreement shall
be true and correct in all material respects as of the date of such certificate
as though made on and as of the date of such certificate, except as otherwise
permitted by this Agreement, or if any such representation or warranty is untrue
in any material respect, specifying the respect in which the same is untrue.

          6.13 Company Dividends.  Notwithstanding anything to the contrary
contained in this Agreement, (a) prior to the Expiration Date the Company shall
declare and thereafter promptly pay to stockholders a cash dividend of $.10 per
share in respect of the fiscal quarter ended February 28, 1995 and (b) if the
Merger shall not have occurred on or before June 15, 1995, the Company shall, if
approved by the Company Board (prior to the Expiration Date) or the Continuing
Directors (after the Expiration Date) and, if AHI, any of its Subsidiaries or
Affiliates owns any Company Shares, AHI shall cause the Company to, on or about
June 16, 1995 declare and thereafter promptly pay to stockholders of record as
of a date no later than one day prior to the Effective Time a cash dividend of
$.10 per share.

                                       45

 
          6.14  AHI Stockholder Agreements.  Prior to the Expiration Date, AHI
will use its reasonable best efforts to deliver to the Company within ten days
from the date of this Agreement a letter signed by each beneficial owner of 5%
or more of the outstanding Shares of AHI Common (including holders of rights to
acquire 5% or more of the AHI Common) agreeing not to sell their shares of
Company Common Stock received in the Merger for a period of one year after the
Effective Time, such letter to be in a form reasonably satisfactory to the
Company and AHI.  The Surviving Corporation shall not waive the obligations of
rights such beneficial owners under such letters.  The AHI Disclosure Schedule
contains a true and correct copy of certain Letter Agreements between AHI and
certain of its lenders dated February 10, 1995 (the "Bank Letters").  AHI, and
following the Effective Time, the Surviving Corporation, shall not amend,
release or relinquish its rights under such Bank Letters.  AHI and the Surviving
Corporation shall not waive any obligation of any stockholder or warrantholder
to not sell its shares or warrants.

          6.15 Agreements to be Assumed by the Company.  At the Effective Time,
each outstanding option, warrant, or other right to acquire AHI Common or AHI
Class B Common (collectively, "AHI Options") shall be deemed to have been
assumed by the Company, without further action by the Company, and shall
thereafter be deemed an option to acquire, on the same terms and conditions as
were applicable under such AHI Option, a number of Company Shares equal to the
number of Company Shares that would have been received in respect of such AHI
Option if it had been exercised immediately prior to the Effective Time;
provided, however, that no fractional shares shall be issued on exercise of any
such assumed AHI Option and, in lieu thereof, the shares issuable on any such
exercise shall be rounded to the nearest whole share.  Also at the Effective
Time the Company shall be deemed to have assumed, without further action by the
Company, the obligations of AHI under Stockholders Agreement, Executive Stock
Purchase Agreements, Voting Trust Agreement, Stockholders Registration Rights
Agreement, the Warrants, Warrant Agreements and Lenders Registration Rights
Agreement, each in substantially the form included in the AHI Disclosure
Schedule, with the effect that after the Effective Time all such agreements
shall be applicable to an appropriate number and class of Company Shares (based
on the exchange ratio of Company Shares for AHI Common Stock pursuant to Section
3.1(c)) in lieu of the shares of AHI Common or Class B Common Stock of AHI
subject thereof immediately prior to the Effective Time.  Also after the
Effective Time, no additional options shall be granted under the AHI Stock
Option Plan.

          6.16 Subsidiary Merger.  Immediately following (and in no event prior
to) the Effective Time, the Company shall cause Associated (which as a result of
the Merger will become a wholly-owned Subsidiary of the Company) to be merged
with and into the

                                       46


 
Company's wholly-owned Subsidiary, United Stationers Supply Company.  In
accordance with Treasury Regulation (S) 1.1502-76(b)(1)(ii)(B), each party to
this Agreement hereby acknowledges and agrees, on its own behalf and on behalf
of all persons related to such party under section 267(b) of the Internal
Revenue Code of 1986, as amended (a "Related Party"), to treat such subsidiary
merger as occurring for federal income tax purposes at the beginning of the day
following the Effective Time, and each party to this Agreement shall, and shall
cause all Related Parties with respect to such party to, file all relevant
federal, state, and local income tax returns in a manner consistent with such
treatment.


                                   ARTICLE 7

                              CONDITIONS PRECEDENT
                              --------------------

          7.1  Conditions to Each Party's Obligations.  The respective
obligation of each party to effect the Merger is subject to the satisfaction
prior to the Closing Date of the following conditions:

          (a) Stockholder Approval.  This Agreement shall have been approved and
adopted by the requisite vote or consent of the stockholders of the Company, if
such vote or consent is required by applicable law.
 
          (b) Other Approvals.  All authorizations, consents, orders or
approvals of, or declarations or filings with, or expirations of waiting periods
imposed by, any Governmental Entity necessary for the consummation of the
transactions contemplated by this Agreement shall have been filed, occurred or
been obtained.

          (c) No Injunctions or Restraints.  No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Merger shall be in effect.

          (d) No Action.  No action shall have been taken nor any statute, rule
or regulation shall have been enacted by any government (or any governmental
body or agency) of the United States or any state thereof or any foreign country
that makes the consummation of the Merger illegal.

          (e) Financial Condition.  The certificates and opinion referred to in
Section 6.11 shall have been executed and delivered to the Company as of the
Closing Date.

                                       47


 
          7.2  Conditions to Obligations of AHI.  Unless AHI shall have
purchased Company Shares pursuant to the Offer, the obligations of AHI to effect
the Merger are subject to the satisfaction of the following conditions unless
waived by AHI, it being understood that if AHI designates a majority of the
directors of the Company Board pursuant to Section 2.3(a) or otherwise, the
provisions of this Section 7.2 shall not apply:

          (a) Representations and Warranties.  The representations and
warranties of the Company set forth in this Agreement shall be true and correct
in all material respects as of the date of this Agreement and as of the Closing
Date as though made on and as of the Closing Date, except as otherwise permitted
by this Agreement and except for changes in any representations and warranties
which do not have a material adverse effect on the Company, and AHI shall have
received a certificate signed on behalf of the Company by the chief executive
officer and by the chief accounting officer of the Company to such effect.

          (b) Performance of Obligations of the Company.  The Company shall have
performed all obligations required to be performed by it under this Agreement on
or prior to the Closing Date including, without limitation, all obligations
which the Company would be required to perform at the Closing if the transaction
contemplated hereby was consummated, and AHI shall have received a certificate
signed on behalf of the Company by the chief executive officer and by the chief
financial officer of the Company to such effect.

               (c) Proceeds of the Financing.  The proceeds of the Financing
shall have been received.

          7.3  Conditions to Obligations of the Company.  Unless AHI shall have
purchased Company Shares pursuant to the Offer, the obligation of the Company to
effect the Merger is subject to the satisfaction of the following conditions
unless waived by the Continuing Directors.

          (a) Representations and Warranties.  The representations and
warranties of AHI set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of the Closing Date as
though made on and as of the Closing Date, except as otherwise permitted by this
Agreement and except for changes in any representations and warranties which do
not have a material adverse effect on the Company, and the Company shall have
received a certificate signed on behalf of AHI by the chief executive officer
and by the chief financial officer of each of AHI, respectively, to such effect.

          (b) Performance of Obligations of AHI.  AHI shall have performed all
obligations required to be performed by it

                                       48

 
under this Agreement prior to the Closing Date including, without limitation,
all obligations which AHI would be required to perform at the Closing if the
transaction contemplated hereby was consummated, and the Company shall have
received a certificate signed on behalf of AHI by the chief executive officer
and by the chief financial officer of AHI to such effect.


                                   ARTICLE 8

                       TERMINATION, AMENDMENT AND WAIVER
                       ---------------------------------

          8.1  Termination.  This Agreement may be terminated prior to the
Effective Time, and the transactions contemplated hereby abandoned:

          (a) by mutual written consent of the Boards of Directors of AHI and
the Company provided that following the purchase of Company Shares pursuant to
the Offer such consent by the Company must be approved by a majority of the
Continuing Directors;

          (b) by either AHI or the Company (i) if the Merger shall not have been
consummated on or before 5:00 p.m. New York City Time May 15, 1995 (or such
later date, but not beyond June 30, 1995, to which the Chase Commitment may be
extended (the "Deadline Time")); provided, however, that the right to terminate
this Agreement under this Section 8.1(b) shall not be available to any party
whose failure to fulfill any obligation under this Agreement has been the cause
of, or resulted in, the failure of the Effective Time to occur on or before such
date; and provided further that the right to terminate this Agreement pursuant
to this Section 8.1(b) shall not be available to AHI if AHI acquires any Company
Shares pursuant to the Offer; or (ii) if any court or governmental authority of
competent jurisdiction shall have issued an order, decree or ruling or taken
other action, permanently restraining, enjoining or otherwise prohibiting the
making and consummation of the Offer or consummation of the Merger, and such
order shall be final and nonappealable;

          (c) by AHI, if the Offer is not commenced, or terminates or expires
without AHI having purchased any shares of Company Common Stock thereunder, in
any case because of the occurrence and remaining in effect of the events or
conditions set forth in paragraphs (a) through (h) on Annex A hereto;

          (d) by the Company, if the Offer is not commenced in accordance with
Section 2.1(a) hereof; provided, however, that the Company shall have no right
to terminate under this Section 8.1(d) if the Offer is not commenced due to a
failure of the Company to fulfill any of its obligations under this Agreement;

                                       49


 
          (e) by the Company, if the Offer shall expire or terminate without any
Shares being purchased thereunder prior to the Deadline Time;

          (f) by AHI, if no Shares have been purchased pursuant to the Offer and
there has been (i) a material breach of any material agreement on the part of
the Company which, if curable, has not been cured or adequate (in the reasonable
judgement of AHI) assurance of cure given, in either case within five (5)
business days following notice of such breach from AHI or, if less, the time
remaining to the then scheduled Expiration Date or (ii) a breach of a
representation or warranty of the Company (assuming that such representation or
warranty were remade as of the date of such notice) herein which (individually
or, together with other such breaches, in the aggregate) has or would reasonably
be expected to have a material adverse effect on the Company and which has not
been cured within five (5) business days (or, if less, the time remaining to the
then scheduled Expiration Date) following notice of such breach from AHI; or

          (g) by the Company, so long as AHI has not purchased Company Shares
pursuant to the Offer:

               (i) if there has been (A) a material breach of any material
          agreement herein on the part of AHI which, if curable, has not been
          cured or adequate (in the Company's reasonable judgment) assurance of
          cure given, in either case within five (5) business days following
          notice of such breach from the Company or, if less, the time remaining
          to the then scheduled Expiration Date (it being agreed that any breach
          by AHI of its obligations under Section 6.10(d) or 6.11 is a material
          breach of a material agreement herein) or (B) a breach of a
          representation or warranty of AHI herein (assuming that such
          representation or warranty were remade as of the date of notice of
          breach given by the Company) which (individually or, together with
          other such breaches, in the aggregate) has or would reasonably be
          expected to have a material adverse effect on AHI or the Surviving
          Corporation and which has not been cured within five (5) business days
          (or, if less, the time remaining to the then scheduled Expiration
          Date) after notice from the Company; or

               (ii) if the Company determines to accept a Superior Takeover
          Proposal (as defined below), provided, however, that the Company shall
          not be permitted to terminate this Agreement pursuant to this clause
          (ii) unless the Company has provided AHI with twenty-four hours' (or
          if less, the

                                       50

 
               period then remaining to 4:59 p.m., New York City time, on the
               then scheduled Expiration Date) prior written notice of its
               intent to so terminate this Agreement (together with a summary of
               the material terms of such Superior Takeover Proposal).  As used
               in this Agreement, "Superior Takeover Proposal" means a Takeover
               Proposal which the Company Board determines in good faith (A) is
               on terms more favorable to the stockholders of the Company than
               the Offer and Merger taken as a whole and (B) has a reasonable
               prospect of being consummated in accordance with its terms.

               (h) by AHI if (i) the Company shall enter into a definitive 
agreement or agreements related to or providing for any Takeover Proposal, or
(ii) any person shall announce its intention to commence a tender offer for all
or any portion of the outstanding shares of Company Common Stock or make a
Takeover Proposal and the Offer has remained open for at least twenty business
days and at least a majority of the outstanding shares of Company Common Stock
shall not have been properly tendered and unwithdrawn prior to the expiration of
the Offer, (iii) the Company Board shall withdraw, modify, or change in a manner
adverse to AHI its recommendation of the Offer or this Agreement as set forth in
Section 2.2(a) (i) (A) hereof (an "Adverse Change in Recommendation"), unless
simultaneously with such Adverse Change in Recommendation the Company shall
deliver to AHI notice of termination of this Agreement pursuant to Section
8.1(g) (ii) and shall publicly announce that it has done so or (iv) any person
(within the meaning of Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder) acquires beneficial ownership of 40% of the
outstanding Company Common Stock. Notwithstanding the immediately preceding
sentence, AHI may not terminate this Agreement pursuant to Section 8.1(h) (iii)
if at the time of such Adverse Change in Recommendation and at all times
thereafter the Minimum Condition (as defined in Annex A) is and remains
satisfied; provided, however, that even if the Minimum Condition is and remains
satisfied, AHI may terminate this Agreement pursuant to the first sentence of
this Section 8.1(h) (iii), (x) at any time after an Adverse Change in
Recommendation if AHI has been advised in writing by Chase that the Financing
will not be made available, or (y) at the opening of business on the scheduled
Expiration Date (as it may be extended by AHI in accordance with this Agreement)
if any of the events or circumstances described in clauses (a) through (i),
inclusive of Annex A shall have occurred and be continuing. It is understood
that a termination of this Agreement by the Company under this Section 8.1 shall
not, in and of itself, be deemed to be an Adverse Change in Recommendation.

          8.2    Effect of Termination.
                 --------------------- 

                                       51

 
          (a) Effect on Agreement.  In the event of termination of this
Agreement by either the Company or AHI as provided in Section 8.1, this
Agreement shall forthwith become void, the transactions contemplated hereby
shall be abandoned and there shall be no liability or obligation on the part of
AHI or the Company or their respective officers or directors except with respect
to Section 6.2 (last sentence), Section 6.7, and this Section 8.2 and except for
liability for material breach of this Agreement.  Termination of this Agreement
shall have no effect on the rights and obligations of the parties under the
Confidentiality Letter.

          (b) Return of Documents.  Each party, if so requested by the other
party, will return promptly every document furnished to it by or on behalf of
the other party in connection with the transaction contemplated hereby, whether
so obtained before or after the execution of this Agreement, and any copies
thereof (except for copies of documents publicly available) which may have been
made, and will use reasonable efforts to cause its representatives and any
representatives of financial institutions and others to whom such documents were
furnished promptly to return such documents and any copies thereof any of them
may have made.

          (c)  Expense Reimbursement.
               --------------------- 

               (i) If this Agreement is terminated by the Company pursuant to
          Section 8.1(g)(ii) or by AHI pursuant to Section 8.1(h)(i), the
          Company shall pay to AHI or its designee the sum of $5,000,000 plus
          the amount of AHI's Expenses (as herein defined) up to $2,500,000 in
          cash by wire transfer of immediately available funds to an account
          designated by AHI immediately following such termination.

               (ii) If this Agreement is terminated by AHI pursuant to Section
          8.1(h)(ii) or 8.1(h)(iv) and the Company within 135 days after such
          termination enters into a letter of intent, memorandum of
          understanding or similar agreement or definitive transaction agreement
          with the person or group acquiring such 40% beneficial ownership or
          any affiliate of such person or group (or member of such group or
          affiliate of such member) (in the case of Section 8.1(h)(iv)) or the
          person or group or any affiliate of such person or group (or member of
          such group or affiliate of such member) making the Takeover Proposal
          (in the case of Section 8.1(h)(ii)) then the Company shall pay to AHI
          immediately upon consummation of the transaction contemplated by such
          letter of intent,

                                       52

 
               memorandum, similar agreement or definitive transaction agreement
               the sum of $5,000,000 plus an amount equal to AHI's Expenses up
               to $2,500,000 in cash by wire transfer of immediately available
               funds.

                    (iii)  If this Agreement is terminated by AHI pursuant to
               Section 8.1(h)(iii), then the Company shall pay to AHI the sum of
               $7,500,000 plus the amount of its Expenses up to $2,500,000 in
               cash by wire transfer of immediately available funds to an
               account designated by AHI immediately following such termination.

                    (iv) The Company shall reimburse AHI for all costs incurred
               by AHI in connection with the collection of any amounts due AHI
               under clauses (i) through (iii), including reasonable attorneys'
               fees.

          For purposes of this paragraph (c), "Expenses" includes all out-of-
pocket costs and expenses incurred by AHI or the Company, as the case may be,
including fees and disbursements of counsel, accountants, financial advisors and
other third parties, commitment fees, printing mailing and filing fees and
similar fees incurred in connection with the transactions contemplated by this
Agreement.  Each party acknowledges and agrees that the other party's Expenses
exceed $2,500,000 and releases the other party fully and finally from any
obligation to furnish any evidence of such expenses.  In the event AHI has
received in full the amounts payable under Section 8.1(c)(i), (ii) or (iii), AHI
shall not assert or pursue in any manner, directly or indirectly, any claim or
cause of action against the Company or the party making a Takeover Proposal or
engaging in a transaction with the Company based in whole or in part upon the
events giving rise to the termination of this Agreement which triggered the
payment of such amounts; provided, however, that this sentence shall not apply
to and shall in no way restrict the right of AHI to assert a counterclaim in (or
any claim asserted in response to) any action brought by the Company or such
party with respect to such events.

          8.3  Amendment.  Subject to Section 2.3(c), this Agreement may be
amended by the parties hereto, by action taken by their respective boards of
directors, at any time before or after any required approval of matters
presented in connection with the Merger by the stockholders of the Company but,
after any such approval, no amendment shall be made which by law requires
further approval by such stockholders without such further stockholder approval.
This Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

                                       53

 
          8.4  Extension; Waiver.  Subject to Section 2.3(c), at any time prior
to the Effective Time, the parties hereto, by action taken by their respective
Boards of Directors, may, to the extent legally allowed, (i) extend the time for
the performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (iii) waive
compliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such
party.


                                   ARTICLE 9

                               GENERAL PROVISIONS
                               ------------------

          9.1  Nonsurvival of Representations and Warranties.  None of the
representations and warranties in this Agreement shall survive the earlier to
occur of (i) the Effective Time and (ii) the termination of this Agreement and
the agreements made herein shall terminate at the Effective Time or earlier
termination of this Agreement except for the agreements as set forth in Section
6.2 (last sentence) and Sections 6.5, 6.6, 6.7 and 8.2.

          9.2  Notices.  All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally upon request of
telecopy confirmation when telecopied, upon receipt if sent by recognized
overnight courier service or two business days after being mailed by registered
or certified mail (postage prepaid, return receipt requested) to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):
 
               (a)  if to AHI, to

                    1075 Hawthorn Drive
                    Itasca, Illinois 60143
                    Attention: Daniel H. Bushell
                    Telecopy: (708) 775-7509

                    With a copy to:

                    Weil, Gotshal & Manges
                    100 Crescent Court
                    Suite 1300
                    Dallas, Texas 75201-6950
                    Attention: Lawrence D. Stuart, Jr.
                    Telecopy: (214) 746-7777

                    Wingate Partners, L.P.

                                       54

 
                    750 North St. Paul Street
                    Suite 1200
                    Dallas, Texas  75201
                    Attention:  Thomas W. Sturgess
                    Telecopy:  (214) 871-8799

               (b)  if to the Company, to

                    2200 East Golf Road
                    Des Plaines, Illinois  60016-1267
                    Attention:  Joel D. Spungin
                    Telecopy:  (708) 699-0891

                    with a copy to:
 
                    Altheimer & Gray
                    Suite 4000
                    10 South Wacker
                    Chicago, Illinois  60606
                    Attention:  Phillip Gordon
                                Mark Kindelin
                    Telecopy:  (312) 715-4800

          9.3  Interpretation.  When a reference is made in this Agreement to
Sections or Exhibits, such reference shall be to a Section or Exhibit to this
Agreement unless otherwise indicated. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.  Whenever the words
"include", "includes", or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation".

          9.4  Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

          9.5  Entire Agreement; Third Party Beneficiaries.  This Agreement
(including the documents and instruments referred to herein) (a) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof;
and (b) is not intended to confer upon any person other than the parties hereto
any rights or remedies hereunder (except for Sections 6.5, 6.8 and 6.14).  Any
breach by the Company of Section 6.13 may be enforced for the benefit of the
stockholders of the Company entitled to dividends under Section 6.13 by any one
or more of the persons named as Continuing Directors on behalf of such
stockholders.  This Agreement is not intended to supersede the

                                       55

 
Confidentiality Agreement which shall continue in full force and effect.  Each
Exhibit, schedule and the Company Disclosure Schedule and AHI Disclosure
Schedule shall be considered incorporated into this Agreement.  Any matter which
is disclosed in any portion of a Disclosure Schedule is deemed to have been
disclosed for the purposes of all relevant provisions of this Agreement.  The
inclusion of any item in a Disclosure Schedule is not evidence of the
materiality of such item for the purposes of this Agreement.  The parties make
no representations or warranties to each other, except as contained in this
Agreement, and any and all prior representations and warranties made by any
party or its representatives, whether verbally or in writing, are deemed to have
been merged into this Agreement, it being intended that no such prior
representations or warranties shall survive the execution and delivery of this
Agreement.  The Company and AHI each acknowledge that they have conducted an
independent investigation satisfactory to them in all respects (including,
without limitation, with respect to the financial condition, assets,
liabilities, properties and projected operations of the Company) in making its
determination as to the propriety of the transaction contemplated by this
Agreement, and in entering into this Agreement, has relied solely on the results
of said investigation and on the representations and warranties of the Company
expressly contained in this Agreement.

          9.6  Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to its
conflict of laws rules.

          9.7  Publicity.  Except as otherwise required by law, so long as this
Agreement is in effect, neither the Company or AHI shall, or shall permit any of
their Subsidiaries to, issue or cause the publication of any press release or
other public announcement with respect to the transactions contemplated by this
Agreement without the consent of the other party, which consent shall not be
unreasonably withheld.

          9.8  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties.  Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and assigns.
AHI may collaterally assign its rights under this Agreement in connection with
the Financing or replacement thereof.

     IN WITNESS WHEREOF, AHI and the Company have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.

                                       56

 
                              ASSOCIATED HOLDINGS, INC.

                              By: /s/ Thomas W. Sturgis
                                  -------------------------------
                              Its:    Chairman
                                  -------------------------------


                              UNITED STATIONERS INC.

                              By: /s/ Joel D. Spungin
                                  -------------------------------
                              Its:    Chairman
                                  -------------------------------



 
                                                                         ANNEX A
                                                                         -------

          Notwithstanding any other provision of the Offer, AHI will not be
required to accept for payment, purchase or pay for any Company Shares tendered,
and may postpone the acceptance for payment, the purchase of, or payment for,
Company Shares, and, subject to the terms of the Agreement, may amend, extend or
terminate the Offer if (i) a number of Company Shares, when added to the Company
Shares then beneficially owned by AHI, which is not less than a majority of the
Company Shares outstanding on a fully diluted basis (or, if a lesser number, at
the option of AHI, on an issued and outstanding basis) shall have not been
validly tendered pursuant to the Offer and not withdrawn prior to the Expiration
Date (the "Minimum Condition"), or (ii) at any time on or after February 13,
1995 and prior to acceptance for payment of any Company Shares tendered pursuant
to the Offer, any of the following events shall occur or circumstances exist:

          (a) there shall be in effect any temporary restraining order,
     preliminary or permanent injunction or other order issued by any court of
     competent jurisdiction or other legal restraint or prohibition preventing
     the Offer or the Merger, which shall remain in effect as of the Expiration
     Date;

          (b) there shall be any action taken or any statute, rule or regulation
     enacted, applicable to the Offer or the Merger by any government (or any
     governmental body or agency) of the United States or any state thereof or
     any foreign country that makes illegal the consummation of the Offer or the
     Merger;

          (c) any authorization, consent, order or approval of, or declaration
     or filing with, or expiration of waiting period imposed by, any
     Governmental Entity necessary for the consummation of the Offer shall not
     have been filed, occurred or been obtained;

          (d) there shall have occurred (i) any general suspension of, or
     limitation on prices for, trading in securities on the New York Stock
     Exchange or National Association of Securities Dealers Automated Quotations
     System, (ii) a declaration of a banking moratorium or any limitation or
     suspension of payments by any U.S. governmental authority on the extension
     of credit by lending institutions, (iii) a commencement of war or armed
     hostilities directly involving the United States, (iv) any limitation
     (whether or not mandated) by any governmental authority which will
     materially adversely affect the extension of credit by banks or other
     lending institutions in the United States, or (v) in the case of any of the


                                       58

 
     foregoing existing on or before February 13, 1995, a material acceleration
     or worsening thereof;

          (e)  the Agreement shall have been terminated by the Company, on the
     one hand, or AHI, on the other hand, in accordance with its terms or AHI
     and the Company shall have reached an agreement providing for the
     termination of the Offer;

          (f)  AHI shall have failed to obtain the proceeds of Financing;

          (g)  The representations and warranties of the Company set forth in 
     the Agreement shall be untrue in any material respect and the facts or
     events causing the representation or warranty to be untrue shall have or
     would reasonably be expected to have a material adverse effect on the
     Company;

          (h)  The Company shall have failed to perform in all material respects
     its material obligations under the Merger Agreement to be performed by it
     on or prior to the Expiration Date; or

          (i)  The Company shall not have obtained the Material Consents on or
     prior to the Expiration Date.

          The foregoing conditions (i) may be asserted by AHI regardless of the
circumstances (including any action or inaction by AHI or any of its affiliates)
giving rise to such condition and are for the sole benefit of AHI and its
affiliates.  The foregoing conditions, other than the Minimum Condition, may be
waived by AHI in whole or in part at any time and from time to time in its sole
discretion.  The failure by AHI at any time to exercise any of the foregoing
rights will not be deemed a waiver of any other rights and each such right will
be deemed an ongoing right which may be asserted at any time and from time to
time.

                                       59

 
                                                                       EXHIBIT A
                                                                       ---------


               AMENDMENT TO COMPANY CERTIFICATE OF INCORPORATION


      Article FOURTH of the Restated Certificate of Incorporation of United 
Stations Inc. (the "Charter") shall be amended and restated to read in its 
entirety as follows:

      FOURTH:  The total number of shares of all classes of capital stock which 
the Corporation shall have authority to issue is 46,500,000 shares, consisting 
of (a) 1,500,000 shares of a class designated as Preferred Stock, par value $.01
per share (the "Preferred Stock"), (b) 40,000,000 shares of a class designated 
as Common Stock, par value $.10 per share (the "Common Stock"), and (c) 
                                                ------------
5,000,000 shares of a class designated as Nonvoting Common Stock, par value $.01
per share (the "Nonvoting Common Stock").
                ----------------------

     The designations and the powers, preferences, rights, qualifications, 
limitations, and restrictions of the Preferred Stock, Common Stock and Nonvoting
Common Stock are as follows:

     1.   Provisions Relating to the Preferred Stock.

          (a)  The Preferred Stock may be issued from time to time in one or 
more classes or series, the shares of each class or series to have such 
designations and powers, preferences, and rights, and qualifications, 
limitations, and restrictions thereof, as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series 
adopted by the board of directors of the Corporation as hereafter prescribed.

          (b)  Authority is hereby expressly granted to and vested in the board 
of directors of the Corporation to authorize the issuance of the Preferred Stock
from time to time in one or more classes or series, and with respect to each 
class or series of the Preferred Stock, to fix and state by the resolution or 
resolutions from time to time adopted providing for the issuance thereof the 
following:

               (i)  Whether or not the class or series is to have voting rights,
full, special, or limited, or is to be without voting rights, and whether or not
such class or series is to be entitled to vote as a separate class either alone 
or together with the holders of one or more other classes or series of stock;

              (ii)  the number of shares to constitute the class or series and 
the designations thereof;

 
             (iii)  the preferences, and relative, participating, optional, or 
other special rights, if any, and the qualifications, limitations, or 
restrictions thereof, if any, with respect to any class or series;

              (iv)  whether or not the shares of any class or series shall be 
redeemable at the option of the Corporation or the holders thereof or upon the 
happening of any specified event, and, if redeemable, the redemption price or 
prices (which may be payable in the form of cash, notes, securities, or other 
property), and the time or times at which, and the terms and conditions upon 
which, such shares shall be redeemable and the manner of redemption;

               (v)  whether or not the shares of a class or series shall be 
subject to the operation of retirement or sinking funds to be applied to the 
purchase or redemption of such shares for retirement, and, if such retirement or
sinking fund or funds are to be established, the annual amount thereof, and the 
terms and provisions relative to the operation thereof;

              (vi)  the dividend rate, whether dividends are payable in cash, 
stock of the Corporation, or other property, the conditions upon which and the 
times when such dividends are payable, the preference to or the relation to the 
payment of dividends payable on any other class or classes or series of stock, 
whether or not such dividends shall be cumulative or noncumulative, and if 
cumulative, the date or dates from which such dividends shall accumulate;

             (vii)  the preferences, if any, and the amounts thereof which the 
holders of any class or series thereof shall be entitled to receive upon the 
voluntary or involuntary dissolution of, or upon any distribution of the assets 
of, the Corporation;

            (viii)  whether or not the shares of any class or series, at the 
option of the Corporation or the holder thereof or upon the happening of any 
specified event, shall be convertible into or exchangeable for, the shares of 
any other class or classes or of any other series of the same or any other class
or classes of stock, securities, or other property of the Corporation and the 
conversion price or prices or ratio or ratios or the rate or rates at which such
exchange may be made, with such adjustments, if any, as shall be stated and 
expressed or provided for in such resolution or resolutions; and


                                       2

 
              (ix)  such other special rights and protective provisions with 
respect to any class or series as may to the board of directors of the 
Corporation seem advisable.

          (c)  The shares of each class or series of the Preferred Stock may 
vary from the shares of any other class or series thereof in any or all of the 
foregoing respects.  The board of directors of the Corporation may increase the 
number of shares of the Preferred Stock designated for any existing class or 
series by a resolution adding to such class or series authorized and unissued 
shares of the Preferred Stock not designated for any other class or series.  The
board of directors of the Corporation may decrease the number of shares of the 
Preferred Stock designated for any existing class or series by a resolution 
subtracting from such class or series authorized and unissued shares of the 
Preferred Stock designated for such existing class or series, and the shares so 
subtracted shall become authorized, unissued, and undesignated shares of the 
Preferred Stock.

     2.   Provisions Relating to the Common Stock and Nonvoting Common Stock.

          (a)  Identical Rights.  Except as otherwise provided in this ARTICLE 
               -----------------
FOURTH, all shares of Common Stock and Nonvoting Common Stock shall be identical
and shall entitle the holder thereof to the same rights and privileges.

          (b)  Dividends.  From and after the date of issuance, the holders of 
outstanding shares of Common Stock and Nonvoting Common Stock shall be entitled 
to receive dividends on the shares of Common Stock and Nonvoting Common Stock 
when, as, and if declared by the Board of Directors, out of funds legally 
available for such purpose.  All holders of shares of Common Stock and Nonvoting
Common Stock shall share ratably, in accordance with the numbers of shares held 
by each such holder, in all dividends or distributions on shares of Common Stock
payable in cash, in property or in securities of the Corporation (other than
shares of Common stock). All dividends or distributions declared on shares of
Common Stock and Nonvoting Common Stock which are payable in shares of Common
Stock or Nonvoting Common Stock shall be declared on both classes of shares at
the same rate, provided that any such dividend or distribution shall be payable
in shares of the class of Common Stock or Nonvoting Common Stock held by the
stockholder to whom the dividend or distribution is payable.

                                       3

 
          (c) Stock Splits, Etc. The Corporation shall not in any manner 
              ------------------
subdivide (by stock split, stock dividend, or otherwise), or combine (by reverse
stock split, or otherwise) the outstanding shares of Common Stock or Nonvoting 
Common Stock unless the outstanding shares of the other class shall be 
proportionately subdivided or combined. No reclassification or any other 
adjustment or modification of the rights or preferences shall be effected 
(including without limitation pursuant to a merger, consolidation or liquidation
involving the Corporation) with respect to either the Common Stock or the 
Nonvoting Common Stock unless both the Common Stock and Nonvoting Common Stock 
are reclassified or the rights or preferences are adjusted or modified in 
exactly the same manner and at the same time. In this regard, and without 
limiting the generality of the foregoing, in the case of any consolidation or 
merger of the Corporation with or into any other entity (other than a merger 
which does not result in any reclassification, conversion, exchange or 
cancellation of the Common Stock), or in case of any sale or transfer of all or 
substantially all the assets of the Corporation, or the reclassification of the 
Common Stock into any other form of capital stock of the Corporation, whether in
whole or in part, the holder of each share of Nonvoting Common Stock shall,
after such consolidation, merger, sale, or transfer or reclassification, have
the right to convert such share of Nonvoting Common Stock into the kind and
amount of shares of stock and other securities and property which such holder
would have been entitled to receive upon such consolidation, merger, sale, or
transfer or reclassification if such holder had held such Common Stock issuable
upon the conversion of such share of Nonvoting Common Stock immediately prior to
such consolidation, merger, sale, or transfer or reclassification.

          (d) Liquidation. In the event of any voluntary or involuntary 
              -----------
liquidation, dissolution, or winding up of the affairs of the Corporation, the 
holders of shares of Common Stock and Nonvoting Common Stock shall be entitled 
to share ratably, in accordance with the number of shares held by each such 
holder, in all of the assets of the Corporation available for distribution to 
the holders of shares of Common Stock.

          (e) Voting Rights. Except as otherwise provided herein or by law, the 
              -------------
entire voting power of the Corporation shall be vested in the holders of shares 
of Common Stock and each holder of shares of Common Stock shall be entitled to 
one vote for each share of Common Stock held of record by such holder; provided 
                                                                       --------
that, without the consent of the holders of record of at least 51% of Nonvoting 
Common Stock at the time outstanding (assuming, for the purposes of this 
provision, that the holders

                                       4

 
of rights to acquire shares of Nonvoting Common Stock shall be deemed to be the 
holders of the shares of Nonvoting Common Stock which are at the time issuable 
upon the full exercise thereof whether or not such holders are then entitled to 
exercise such rights pursuant to the terms thereof), given in writing or by the 
vote at any regular or special meeting of stockholders of the Corporation, the 
Corporation shall not:

               (i)  amend, alter, modify, or repeal any provision of this 
     Certificate of Incorporation or the By-Laws of the Corporation in any
     manner which adversely affects the relative rights, preferences,
     qualifications, powers, limitations or restrictions of the Nonvoting Common
     Stock, or amend, alter, modify, or repeal this Section 2(e);

              (ii) increase or decrease the authorized number of shares of any
     class of capital stock of the Corporation or authorize, issue, or otherwise
     create securities convertible into or exercisable for any shares of capital
     stock of the Corporation other than the shares of Common Stock and
     Nonvoting Common Stock authorized hereunder and the shares of Class A,
     Class B, and Class C Preferred Stock designated in that certain Certificate
     of the Powers, Designations, Preferences, and Rights of the Class A
     Preferred Stock, Class B Preferred Stock and Class C Preferred Stock dated
     __________ __, 1995;

             (iii)  voluntarily effect an exchange or reclassification of shares
     of Nonvoting Common Stock into shares of another class of capital stock of
     the Corporation; or

              (iv)  effect a merger or consolidation of the Corporation with 
     another corporation, unless the certificate or articles of incorporation of
     the surviving corporation shall provide that the shares of the capital
     stock of such surviving corporation into which the shares of Nonvoting
     Stock hereunder shall be converted shall have the identical rights and
     privileges as the shares of capital stock of such surviving corporation
     into which the shares of Common Stock hereunder shall be converted, other
     than the voting rights in this Section 2(e) and the conversion and other
     rights in Section 3 below which shall not be adversely affected by such
     merger or consolidation.

                                       5

 
          3.  Conversion.
              ----------

          (a)  Right to Conversion. Subject to and upon compliance with the 
               -------------------
provisions of this Section 3, any holder of shares of Nonvoting Common Stock 
shall be entitled at any time and from time to time to convert each share of 
Nonvoting Common Stock held by such holder into a share of Common Stock at the 
conversion rate of one share of Common Stock for one share of Nonvoting Common 
Stock.

          (b)  Procedure.  The conversion of any shares of Nonvoting Common 
               ---------
Stock into shares of Common Stock shall be effected by the holder of the shares 
of Nonvoting Common Stock to be converted surrendering the certificate therefor,
duly endorsed, at the office of the Corporation or of any transfer agent for the
shares of Common Stock or at such other place as the Corporation is willing to 
accept such surrender accompanied by written notice to the Corporation at such 
office or other place that it elects to so convert and stating the number of 
shares of Nonvoting Common Stock being converted. Thereupon the Corporation 
shall promptly issue and deliver at such office or other place to such holder a 
certificate or certificates for the number of shares of Common Stock to which 
such holder is entitled, registered in the name of such holder or a designee of 
such holder as specified in such notice. Such conversion shall be deemed to have
been made at the close of business on the date of such surrender of the shares 
to be converted in accordance with the procedure set forth in the first sentence
of this Section 3(b), and the Person entitled to receive the shares issuable 
upon such conversion shall be treated for all purposes as having become the 
record holder of such shares at such time. In the event of the conversion of 
less than all of the shares of Nonvoting Common Stock into shares of Common 
Shares evidenced by the certificate so surrendered, the Corporation shall 
execute and deliver to or upon the written order of such holder, without charge 
to such holder, a new certificate evidencing the shares of Nonvoting Common 
Stock not converted.

          (c)  Reservation.  The corporation shall at all times reserve and keep
               -----------
available out of its authorized but unissued shares of Common Stock, or any 
shares of Common Stock held in its treasury, solely for the purpose of issue 
upon conversion of the shares of Nonvoting Common Stock as provided herein, such
number of shares of Common Stock as shall then be issuable upon the conversion 
of all outstanding shares of Nonvoting Common Stock. The shares of Common Stock 
so issuable shall when so issued be duly and validly issued, fully paid, and 
nonassessable.

                                       6

 
          (d)  Certain Legal Requirements.  No person subject to the provisions 
               --------------------------
of Regulation Y shall, and no such Person shall permit any of its Bank Holding 
Company Affiliates to, convert any shares of Nonvoting Common Stock held by it 
into shares of Common Stock, if after giving effect to such conversion, (i) such
Person and its Bank Holding Company Affiliates would own more than 5% of the 
total issued and outstanding shares of Common Stock or (ii) such Person would 
Control the Corporation (and, for purposes of this clause (ii), a reasoned 
opinion of counsel to such Person (which is based on facts and circumstances 
deemed appropriate by such counsel) to the effect that such Person does not 
control the Corporation shall be conclusive).


     4.   Definitions.
          -----------

          As used in this ARTICLE FOURTH, the terms indicated below shall have 
the following respective meanings:

          "Bank Holding Company Affiliate" shall mean, with respect to any 
           ------------------------------
Person subject to the provisions of Regulation Y, (i) if such Person is a bank 
holding company, any company directly or indirectly controlled by such bank 
holding company, and (ii) otherwise, the bank holding company that controls such
Person and any company (other than such Person) directly or indirectly 
controlled by such bank holding company.

          "Control" (including, with its correlative meanings, "controlled by" 
           -------                                              -------------
and "under common control with") shall mean, with respect to any Person, the 
     -------------------------
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of 
voting securities, by contract, or otherwise.

          "Person" means an individual, partnership, association, joint venture,
           ------
corporation, business, trust, estate, unincorporated organization, or 
government or any department, agency or subdivision thereof.

          "Regulation Y" shall mean Regulation Y promulgated by the Board of 
           ------------
Governors of the Federal Reserve System (12 C.F.R. (S) 225) or any successor 
regulation.


                                       7

 
     Article EIGHTH of the Charter shall be amended and restated to read in its 
entirety as follows:

     EIGHTH: The Corporation shall indemnify any person who was, is, or is 
threatened to be made a party to a proceeding (as hereinafter defined) by 
reason of the fact that he or she (i) is or was a director or officer of the 
Corporation or (ii) while a director or officer of the Corporation, is or was 
serving at the request of the Corporation as a director, officer, partner, 
venturer, proprietor, trustee, employee, agent, or similar functionary of 
another foreign or domestic corporation, partnership, joint venture, sole 
proprietorship, trust, employee benefit plan, or other enterprise, to the 
fullest extent permitted under the Delaware General Corporation Law, as the same
exists or may hereafter be amended. Such right shall be a contract right and as 
such shall run to the benefit of any director or officer who is elected and 
accepts the position of director or officer of the Corporation or elects to 
continue to serve as a director or officer of the Corporation while this Article
EIGHTH is in effect. Any repeal or amendment of this Article EIGHTH shall be 
prospective only and shall not limit the rights of any such director or officer 
or the obligations of the Corporation with respect to any claim arising from or 
related to the services of such director or officer in any of the foregoing 
capacities prior to any such repeal or amendment to this Article EIGHTH. Such 
right shall include the right to be paid by the Corporation expenses incurred in
investigating or defending any such proceeding in advance of its final 
disposition to the maximum extent permitted under the Delaware General 
Corporation Law, as the same exists or may hereafter be amended. If a claim for 
indemnification or advancement of expenses hereunder is not paid in full by the 
Corporation within sixty (60) days after a written claim has been received by 
the Corporation, the claimant may at any time thereafter bring suit against the 
Corporation to recover the unpaid amount of the claim, and if successful in 
whole or in part, the claimant shall also be entitled to be paid the expenses of
prosecuting such claim. It shall be a defense to any such action that such 
indemnification or advancement of costs of defense is not permitted under the 
Delaware General Corporation Law, but the burden of proving such defense shall 
be on the Corporation. Neither the failure of the Corporation (including its 
board of directors or any committee thereof, independent legal counsel, or 
stockholders) to have made its determination prior to the commencement of such 
action that indemnification of, or advancement of costs of defense to, the 
claimant is permissible in the circumstances nor an actual determination by the 
Corporation (including its board of directors or any committee thereof, 
independent legal counsel, or stockholders) that such

                                       8


 
indemnification or advancement is not permissible shall be a defense to the 
action or create a presumption that such indemnification or advancement is not 
permissible. In the event of the death of any person having a right of 
indemnification under the foregoing provisions, such right shall inure to the 
benefit of his or her heirs, executors, administrators, and personal 
representatives. The rights conferred above shall not be exclusive of any other 
right which any person may have or hereafter acquire under any statute, by-law, 
resolution of stockholders or directors, agreement, or otherwise.

     The Corporation may additionally indemnify any employee or agent of the 
Corporation to the fullest extent permitted by law. 

     Without limiting the generality of the foregoing, to the extent permitted 
by then applicable law, the grant of mandatory indemnification pursuant to this 
Article EIGHTH shall extend to proceedings involving the negligence of such 
person.

     As used herein, the term "proceeding" means any threatened, pending, or 
completed action, suit, or proceeding, whether civil, criminal, administrative, 
arbitrative, or investigative, any appeal in such an action, suit, or 
proceeding, and any inquiry or investigation that could lead to such an action, 
suit, or proceeding.

                                       9

 
     Article NINTH of the Charter shall be amended and restated to read in its 
entirety as follows:

     NINTH:  A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary 
duty as a director, except for liability (i) for any breach of the director's 
duty of loyalty to the Corporation or its stockholders, (ii) for acts or 
omissions not in good faith or which involve intentional misconduct or knowing 
violation of law, (iii) under Section 174 of the Delaware General Corporation 
Law, or (iv) for any transaction from which the director derived an improper 
personal benefit. Any repeal or amendment of this Article NINTH by the 
stockholders of the Corporation shall be prospective only, and shall not 
adversely affect any limitation on the personal liability of a director of the 
Corporation arising from an act or omission occurring prior to the time of such 
repeal or amendment. In addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the foregoing provisions of
this Article NINTH, a director shall not be liable to the Corporation or its 
stockholders to such further extent as permitted by any law hereafter enacted, 
including without limitation any subsequent amendment to the Delaware General 
Corporation Law.


                                      10

 
                                   EXHIBIT B

                              AGREEMENT TO TENDER
                              -------------------

     This Agreement to Tender (the "Agreement") dated as of February 13, 1995
among Associated Holdings, Inc., a Delaware corporation ("AHI"), and the persons
whose names are set forth on Schedule A hereto (individually a "Shareholder" and
collectively the "Shareholders").


                                   Recitals:
                                   -------- 

     A.  AHI and United Stationers Inc., a Delaware corporation (the "Company")
are simultaneously herewith entering into an Agreement and Plan of Merger dated
as of the date hereof (the "Merger Agreement"), which provides, among other
things, that AHI, upon the terms and subject to the conditions thereof, will
make a cash tender offer for up to 92.5% of the outstanding shares of common
stock, par value $.10 per share, of the Company (the "Shares") at a price of
$15.50 per Share, pursuant to an Offer to Purchase and related Letter of
Transmittal which together constitute the "Offer" included in a Tender Offer
Statement on Schedule 14D-1 filed by AHI with the Securities and Exchange
Commission (the "Offer Statement"), or such higher price per share pursuant to
the Offer.  Upon completion of the Offer, AHI will merge with the Company (the
"Merger") and each then outstanding Share (other than certain Shares identified
in Section 3.1(b) of the Merger Agreement) would be converted as provided in
Section 3.1(a) of the Merger Agreement (the Offer and Merger being collectively
referred to as the "Transaction").

     B.  As a condition to entering into the Merger Agreement, AHI has
requested, and each of the Shareholders has agreed, to make certain agreements
and covenants with AHI, upon the terms and subject to the conditions hereinafter
set forth with respect to the respective number of Shares set forth on Schedule
A hereto opposite the name of each of the Shareholders.


     NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained herein, the parties hereto agree as
follows:

                                   ARTICLE I

                           Agreement to Tender Shares
                           --------------------------


     Section 1.1    Tender.  Subject to the terms and conditions of this
Agreement and of the Offer, each Shareholder agrees severally for itself only to
tender to AHI pursuant to the Offer in accordance with the terms thereof
("Tender") and not withdraw except as permitted hereby all Shares held by such
Shareholder.


 
The approximate number of Shares owned by the Shareholder are set forth on
Schedule A hereto opposite the name of such Shareholder and AHI shall accept for
payment and pay for all of such Shares Tendered by such Shareholder at the price
of $15.50 per Share or such higher price to be paid under the terms of the Offer
by means of a wire transfer to an account as specified by the Shareholder at the
following time:  one business following the Expiration Date (as defined in the
Offer Statement) if the aggregate number of shares Tendered are less than the
Maximum Number (as defined in the Offer Statement) or one business day following
the announcement of the final proration factor should more than the Maximum
Number be Tendered.  In the event that any Shareholder acquires any additional
Shares prior to the Tender of its Shares hereunder, all such additional Shares
shall be subject to the terms of this Agreement.  Notwithstanding the foregoing,
no Shareholder shall be required to Tender Shares and, if such Shareholder has
Tendered Shares, shall be permitted to withdraw its Shares, if this Agreement is
terminated as set forth in Section 6.1 hereof.

     Section 1.2  Adjustment Upon Changes in Capitalization.  In the event of
any change in the Shares by reason of any stock dividends, split-ups, mergers,
recapitalizations or other changes in the corporate or capital structure of the
Company, the number and kind of Shares subject to this Agreement shall be
appropriately adjusted.


                                   ARTICLE II

                                Related Matters
                                ---------------


     Section 2.1  Acquisition Transaction.  The parties acknowledge that AHI
would not have entered into the Merger Agreement without the concurrent
execution of this Agreement and that each Shareholder and AHI would not have
entered into this Agreement without the concurrent execution of the Merger
Agreement.

     Section 2.2  Agreement to Vote.  Subject to Section 6.1 hereof, each
Shareholder agrees to vote all their shares set forth on Schedule A, at any
meeting of shareholders, in favor of the Merger Agreement, the Merger and all
transactions arising out of the Merger Agreement which require shareholder
approval.  The Shareholder's agreement to vote their shares shall include an
agreement to execute written consents in lieu of a meeting.

                                      -2-


 
                                  ARTICLE III

                                Representations
                       and Warranties of the Shareholders
                       ----------------------------------


     Each of the Shareholders, severally, and not jointly, hereby represents and
warrants to AHI as follows:

     Section 3.1  Ownership of the Shares.  Such Shareholder is the record or
beneficial owner with full or shared voting power of the number of Shares set
forth opposite such Shareholder's name on Schedule A hereto (which are all the
Shares which such Shareholder so owns of record or beneficially), and at the
time of Tender will have good title, and (subject to the provisions of Section
2.2 hereof) full voting power, with respect to all such Shares, free and clear
of all liens, charges, encumbrances, equities, claims and options or other
defects in title which may restrict such Shareholder's ability or authority  to
tender, sell, and deliver such Shares hereunder.

     Section 3.2  Authorization; Valid and Binding Agreement.  This Agreement
has been duly and validly executed and delivered by such Shareholder and
constitutes a valid and binding agreement of such Shareholder enforceable
against such Shareholder in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws affecting creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity, including
principles of good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or equity).  Except as set forth in the Merger
Agreement, no consent or approval or any court, federal or state governmental
agency, or any other person or entity is required in connection with the
execution and consummation of the transactions contemplated by this Agreement to
permit each to carry out its obligations hereunder.

     Section 3.3  No Conflicts.  Neither the execution and delivery of this
Agreement nor the consummation by such Shareholder of the transactions
contemplated hereby will constitute a violation of, or conflict with, or
constitute a default under, any contract, commitment, agreement, understanding,
arrangement or restriction of any kind to which such Shareholder is a party or
by which such Shareholder is bound or any judgment, decree or order applicable
to such Shareholder.

                                      -3-


 
                                  ARTICLE IV

                              Representations and
                               Warranties of AHI
                               -----------------


          AHI hereby represents and warrants to the Shareholders as follows:

          Section 4.1  Authorization; Valid and Binding Agreement.  AHI has all
requisite corporate power and authority to enter into this Agreement, and this
Agreement has been duly authorized by all necessary corporate action on the part
of AHI.  This Agreement has been duly and validly executed and delivered by AHI,
and constitutes a valid and binding obligation of AHI, enforceable against AHI
in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
affecting creditors' rights and remedies generally and subject, as to
enforceability, to general principle of equity including principles of good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or equity).

          Section 4.2  Securities Matters.  AHI is acquiring the Shares for its
own account and not with a view to the public distribution thereof and will not
offer to sell or otherwise dispose of the Shares acquired in violation of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

                                   ARTICLE V

                                   Covenants
                                   ---------

          Section 5.1  Other Transactions.  Each Shareholder agrees severally,
and for itself only, that, prior to the termination of this Agreement, such
Shareholder shall not engage in any action or omission that would have the
effect of preventing or disabling such Shareholder from Tendering its Shares to
AHI.  Without limiting the foregoing and except as provided in this Agreement,
until the termination of this agreement such Shareholder agrees not to sell or
transfer, or agree to sell or transfer, any of the Shares provided, however,
that a Shareholder may transfer his or her Shares to a person, partnership,
trust, or other entity so long as such person or entity agrees in writing to be
bound by the terms, provisions and conditions of this Agreement.  Upon such
transfer, the transferor shall be released from the terms of this Agreement with
regard to such transferred Shares.

                                      -4-

 
                                  ARTICLE VI

                                  Termination
                                  -----------


          Section 6.1  Termination.  This Agreement shall terminate
automatically upon the occurrence of any of the following: (i) the Effective
Time (as defined in the Merger Agreement), (ii) the termination of the Merger
Agreement for any reason, (iii) any time following the public announcement by
any person of an offer to acquire at least a majority of the outstanding Shares
which the Shareholder reasonably believes is likely to be consummated and offers
a higher economic value to the Shareholder than the Offer and where the
Shareholder gives notice to AHI of such termination, or (iv) the Company Board
(as defined in the Merger Agreement) shall withdraw, modify or change in a
manner adverse to Purchaser, its recommendation set forth in Section
2.2(a)(i)(A) of the Merger Agreement, provided that the Company Board shall have
received an opinion of counsel that the Company Board is required to so
withdraw, modify or change such recommendation in the exercise of its fiduciary
duties.

          Section 6.2  Effect of Termination.  In the event of the termination
of this Agreement pursuant to Section 6.1, this Agreement (including, without
limitation, the voting agreement set forth herein) shall forthwith become void
and have no effect, without liability on the part of any party or its trustees,
partners, beneficiaries, directors, officers, and shareholders or affiliates.
Nothing contained in this Article VI shall relieve any party from liability for
any material breach of this Agreement or the Offer.

                                  ARTICLE VII

                                 Miscellaneous
                                 -------------


          Section 7.1  Expenses.  Each of the parties hereto will pay all fees
and expenses it incurs in connection with this Agreement, including without
limitation the fees and expenses of its financial and legal advisors.  Each
Shareholder represents and warrants to AHI that such Shareholder has not
employed any broker or finder or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with the transactions contemplated
herein.

          Section 7.2  Survival of Representations, Warranties and Agreements.
The representations, warranties and agreements of AHI and the Shareholders in
this Agreement or in any instrument delivered by AHI and the Shareholders
pursuant to this Agreement shall not survive the consummation of the Merger.

                                      -5-


 
          Section 7.3  Assignment; Parties in Interest.  Except as permitted by
Section 5.2 hereof or as required by operation of law, this Agreement shall not
be assignable by the parties hereto without the prior written consent of the
other parties.  This Agreement will be binding upon, inure to the benefit of and
be enforceable by the parties and their respective successors and permitted
assigns.

          Section 7.4  Entire Agreement; Amendments.  This Agreement and the
documents referred to herein or delivered pursuant hereto which form a part
hereof, contain the entire understanding of the parties with respect to its
subject matter.  There are no representations, warranties, agreements, promises,
covenants or undertakings other than those expressly set forth herein or
therein.  This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter.  This Agreement may be
amended only by a written instrument duly executed by all the parties.  Any
condition to a party's obligations hereunder may be waived in writing by such
party.

          Section 7.5  Notices.  All notices, claims, certificates, requests,
demands and other communications ("Notices") required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person, upon receipt of the telecopy confirmation when telecopied,
upon receipt if sent by a nationally recognized overnight courier service or two
(2) business days after being mailed (registered or certified mail, postage
prepaid, return receipt requested), addressed as follows:

          (a)  If to AHI, to:

               1075 Hawthorn Drive
               Itasca, Illinois  60143
               Telecopy: (708) 775-7509
               Attention: Daniel H. Bushell

               With copies to:

               Weil, Gotshal & Manges
               100 Crescent Court
               Dallas Texas  75201-6950
               Telecopy: (214) 746-4777
               Attention:  Lawrence D. Stuart, Jr.
 
               and:
 
               Wingate Partners, L.P.
               750 North St. Paul Street
               Suite 1200
               Dallas, Texas  75201
               Attention:  Thomas W. Sturgess

                                      -6-

 
          (b) If to the Shareholders, to each Shareholder at the address set
forth on their respective signature page to this Agreement:

               With copies to:

               Altheimer & Gray
               10 South Wacker Drive
               Suite 4000
               Chicago, Illinois  60606
               Telecopy (312) 715-4800
               Attention:  Phillip Gordon

or to such other address as the person to whom Notice is to be given may have
previously furnished to the other in writing in the manner set forth above.

     Section 7.6    Governing Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflicts of law thereof.

     Section 7.7    Severability of Provisions.  In case any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

     Section 7.8    Counterparts; Headings.  This Agreement may be executed
simultaneously in several counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same instrument.
The article and section headings contained herein are for reference purposes
only and will not affect in any way the meaning or interpretation of this
Agreement.

     Section 7.9    Remedies.  The parties hereto agree that if for any reason
any party hereto shall have failed to perform its obligations under this
Agreement, then any other party hereto seeking to enforce this Agreement against
such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief.  This provision
is without prejudice to any other rights that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Agreement.

     Section 7.10   Further Assurances.  Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use reasonable efforts to
take, or cause to be taken, all action,

                                      -7-


 
and to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective agreement to
tender and vote contemplated by this Agreement.

     Section 7.11   Exculpation.  Notwithstanding anything to the contrary
contained herein, with respect to Shareholders which are partnerships or trusts,
there shall be no personal liability hereunder on any partners or trustees with
respect to the terms, conditions, representations, warranties or covenants
contained in this Agreement.  AHI shall look solely to such Shareholder and not
to any partners or trustees of those Shareholders for the satisfaction of all
remedies which AHI may have hereunder.
                                    [*****]

                                      -8-


 
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


                              ASSOCIATED HOLDINGS, INC.



                              By: _______________________________________
                                    Title: ______________________________

                      [Signatures continued on next pages]

                                      -9-

 
FISHMAN FAMILY
INVESTMENT PARTNERSHIP



By: /s/ Joan Fishman
   --------------------------------
   Joan Fishman, General Partner

Address:



/s/ Phillip Gordon
- -----------------------------------
Phillip Gordon, not personally,
but as Trustee of the Joan
Fishman Charitable Remainder
Trust u/a/d 2/1/95

Address:

 
JEROLD A. HECKTMAN
FAMILY INVESTMENT
PARTNERSHIP



By: /s/ Jerold A. Hecktman               /s/ Jerold A. Hecktman
   --------------------------------      --------------------------------
   Jerold A. Hecktman,                   Jerold A. Hecktman
   General Partner

Address:                                 Address:



/s/ Phillip Gordon
- -----------------------------------
Phillip Gordon, not personally,
but as Trustee of the Jerold
and Ruth Hecktman Charitable
Remainder Trust u/a/d 2/1/95

Address:

 
MELVIN L. HECKTMAN
FAMILY INVESTMENT
PARTNERSHIP



By: /s/ Melvin L. Hecktman               /s/ Melvin L. Hecktman
   --------------------------------      --------------------------------
   Melvin L. Hecktman,                   Melvin L. Hecktman
   General Partner

Address:                                 Address:



MLH INVESTMENT PARTNERSHIP              /s/ Phillip Gordon
                                        --------------------------------
                                        Phillip Gordon, not
                                        personally, but as
By: /s/ Melvin L. Hecktman              Trustee of the Melvin and Judith
   --------------------------------     Hecktman Charitable
   Melvin L. Hecktman,                  Remainder Trust
   Managing General Partner             u/a/d 2/1/95
                                        
Address:                                

                                        Address:



     



 
MILLS FAMILY
INVESTMENT PARTNERSHIP



By: /s/ Barbara Mills
   ------------------------------
   Barbara Mills,
   General Partner

Address:



    /s/ Phillip Gordon
- ---------------------------------
Phillip Gordon, not personally,
but as Trustee of the Barbara
Mills Charitable Remainder Trust
u/a/d 2/1/95

Address:

 
WOLF FAMILY
INVESTMENT PARTNERSHIP



By: /s/ Barbara Wolf 
   -------------------------------
   Barbara  Wolf Savage,
   General Partner

Address:



    /s/ Phillip Gordon
- ----------------------------------
Phillip Gordon, not personally,
but as Trustee of the Barbara
Wolf Savage Charitable Remainder
Trust u/a/d 2/1/95

Address:

                                
    /s/ Joel D. Spungin                 JOEL D. SPUNGIN                   
- ----------------------------------      INVESTMENT PARTNERSHIP 
Joel D. Spungin                                   
                                                                         
                                                                         
                                                                         
    /s/ Marilyn G. Spungin                 By: /s/ Joel D. Spungin
- ----------------------------------         ---------------------------
Marilyn G. Spungin                         Joel D. Spungin,              
                                           Partner                       
                                                                         
                                                                         

    /s/ Debra A. Spungin                    /s/ Marc A. Spungin
- ----------------------------------      ------------------------------
Debra A. Spungin                        Marc A. Spungin  


    /s/ Steven M. Spungin                    
- ----------------------------------      
Steven M. Spungin                        
                                                                         
                                                                         
                                                                         
                                                 
    /s/ Phillip Gordon                      /s/ Marilyn G. Spungin
- ----------------------------------      ------------------------------
Phillip Gordon, not personally,         Marilyn G. Spungin, not          
but as Trustee of the Joel D.           personally, but as Co-           
Spungin Charitable Remainder            Trustee of the Joel D.           
Trust u/a/d 11/15/90                    Spungin Family Trust       
                                        u/a/d 11/15/90         


                                                                         
                                            /s/ Robert B. Scadron
                                        ------------------------------
                                        Robert B. Scadron, not           
                                        personally, but as Co-           
                                        Trustee of the Joel D.           
                                        Spungin Family Trust             
                                        u/a/d 11/15/90                   
                                                                         

                                            /s/ Phillip Gordon
                                        ------------------------------
                                        Phillip Gordon, not              
                                        personally, but as               
                                        Trustee of the Joel and          
                                        Marilyn Spungin                  
                                        Charitable 
                                        Remainder Trust u/a/d  
                                        2/1/95


                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ Douglas K. Chapman                                         28,000
- ---------------------------------
Douglas K. Chapman
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016


    /s/ Doreen Chapman                                              7,000
- ---------------------------------
Doreen Chapman
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016
 

 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ E. David Coolidge III                                      20,000
- ---------------------------------
E. David Coolidge III
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016



 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ Ira A. Eichner                                             9,175
- ---------------------------------
Ira A. Eichner
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016


    /s/ Barbara Eichner                                            1,000
- ---------------------------------
Barbara Eichner
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016
 


 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ Jeffrey K. Hewson                                          32,750
- ---------------------------------
Jeffrey K. Hewson
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016




 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ David R. Smith                                            107,644
- ----------------------------------
David R. Smith
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016


    /s/ David R. Smith                                             10,000
- ----------------------------------
David R. Smith as Trustee of the
Trust u/a/d/ December 21, 1993 for
the benefit of Kareen Kanaga.
 


    /s/ George L. Smith                                              same
- ----------------------------------
George L. Smith as Trustee of the
Trust u/a/d/ December 21, 1993 for
the benefit of Kareen Kanaga.


    /s/ George L. Smith                                            56,347
- ----------------------------------
George L. Smith as Trustee of the
Trust under Article Fourth of the
Will of Joan P. Smith.


    /s/ George L. Smith                                             1,000
- ----------------------------------
George L. Smith as Custodian under
the Uniform Gift to Minors Act for
the Benefit of Colleen M. Smith.


    /s/ George L. Smith                                             1,000
- ----------------------------------
George L. Smith as Custodian under
the Uniform Gift to Minors Act for
the Benefit of Maureen E. Smith.



 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ Jack Twyman                                                 1,000
- ---------------------------------
Jack Twyman
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016




 
                                   SCHEDULE A
                                   ----------



                   Shareholder                            Number of
                   -----------                             Shares
                                                          ---------
                                                       
Fishman Family Investment Partnership                       586,134

Joan Fishman Charitable Remainder Trust u/a/d                50,000
2/1/95

Jerold A. Hecktman Family Investment Partnership            902,795

Jerold A. Hecktman                                            4,385

Jerold and Ruth Hecktman Charitable Remainder               200,000
Trust u/a/d 2/1/95

Melvin Hecktman                                               6,667

Melvin L. Hecktman Family Investment Partnership            203,835

Melvin and Judith Hecktman Charitable Remainder              80,000
Trust u/a/d 2/1/95

MLH Investment Partnership                                  863,670

Mills Family Investment Partnership                         533,197

Barbara Mills Charitable Remainder Trust u/a/d               50,000
2/1/95

Wolf Family Investment Partnership                          921,057

Barbra Wolf Savage Charitable Remainder Trust               133,333
u/a/d 2/1/95

Joel D. Spungin                                             101,468

Joel and Marilyn Spungin Charitable Remainder                33,333
Trust u/a/d 2/1/95

Joel D. Spungin Investment Partnership                        1,000

Joel D. Spungin Family Trust                                 57,682

Marilyn G. Spungin                                            7,648

Debra A. Spungin                                              4,856

Marc A. Spungin                                               4,868

Steven M. Spungin                                             4,856
                                                          ---------
                             Total                        4,750,784




                                                                       EXHIBIT C
 
                            UNITED STATIONERS INC.

                   CERTIFICATE OF THE POWERS, DESIGNATIONS,
                        PREFERENCES, AND RIGHTS OF THE
                           CLASS A PREFERRED STOCK,
                            CLASS B PREFERRED STOCK
                          AND CLASS C PREFERRED STOCK


                    Pursuant to Section 151 of the General
                   Corporation Law of the State of Delaware

     The following resolutions were duly adopted by unanimous written consent of
the Board of Directors (the "Board of Directors") of United Stationers Inc., a 
                             ------------------
Delaware corporation (the "Corporation"), pursuant to the provisions of Section 
                           -----------
151 of the General Corporation Law of the State of Delaware (the "DGCL"), on
                                                                  ----
- --------------  ----, 1995.

     WHEREAS, the Board of Directors is authorized, within the limitations and 
restrictions stated in the Corporation's Certificate of Incorporation, as 
amended to date (as amended, the "Certificate of Incorporation"), to fix by 
                                  ----------------------------
resolution or resolutions the designation of each series of preferred stock and 
the powers, preferences, and relative participating, optional, or other special 
rights, and qualifications, limitations, or restrictions thereof, including, 
without limiting the generality of the foregoing, such provisions as may be 
desired concerning voting, redemption, dividends, dissolution, or the 
distribution of assets, conversion, or exchange, and such other subjects or 
matters as may be fixed by resolution or resolutions of the Board of Directors 
under the DGCL; and

     WHEREAS, it is the desire of the Board of Directors, pursuant to its 
authority as aforesaid, to authorize and fix the terms of two classes of 
preferred stock and the number of shares constituting each of such classes;

     NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby fixes the 
designations and preferences and relative, participating, optional, and other 
special rights, and qualifications, limitations, and restrictions of (i) a class
of preferred stock consisting of 15,000 shares (of which 5,000 shares will be 
initially issued) to be designated Class A Preferred Stock (the "Class A 
                                                                 -------
Preferred Stock"), (ii) a class of preferred stock consisting of 15,000 shares 
- ---------------
(of which 6,724.4436 shares will be initially issued) to be designated Class B 
Preferred Stock (the "Class B Preferred Stock") and (iii) a class of preferred 
                      -----------------------
stock consisting of 15,000 shares (of which

 
10,086.6657 shares will be initially issued) to be designated Class C Preferred 
Stock (the "Class C Preferred Stock");
            -----------------------
     RESOLVED FURTHER, that the Corporation hereby fixes the designations and 
preferences and relative, participating, optional, and other special rights, and
qualifications, limitations, and restrictions of the Class A Preferred Stock, 
Class B Preferred Stock and Class C Preferred Stock; and

     RESOLVED FURTHER, that the Class A Preferred Stock, Class B Preferred Stock
and Class C Preferred Stock are hereby authorized on the terms and with the 
provisions herein set forth:

I.   Terms Applicable to the Class A Preferred Stock.
     -----------------------------------------------

     1.1  Dividends. (a) Subject to the provisions of Sections 1.1(b), 1.2(f), 
          ---------
and 1.2(h) the holders of Class A Preferred Stock shall be entitled to receive, 
as and when declared by the Board of Directors of the corporation out of funds 
legally available for such purpose, dividends on the outstanding shares of Class
A Preferred Stock at the Class A Preferred Dividend Rate, payable on each 
Preferred Dividend Payment Date to holders of record as they appear on the stock
transfer books of the Corporation on such record dates, not more than 60 days 
nor less than 10 days preceding the payment dates for such dividends, as are 
fixed by the Board of Directors (or, to the extent permitted by applicable law, 
a duly authorized committee thereof). Such dividends shall be cumulative and 
shall accrue with respect to each share of Class A Preferred Stock, whether or 
not declared, whether or not restricted by the terms of the Debt Agreements or 
otherwise pursuant to the provisions hereof, and whether or not there are funds 
legally available for the payment thereof until paid. The dividends on the Class
A Preferred Stock may be declared payable in cash or in additional shares of 
Class A Preferred Stock valued at $1,000 per share, in the discretion of the 
Board of Directors. No other dividends may be declared or paid to the holders of
Class A Preferred Stock. All dividends declared by the Board of Directors upon 
shares of Class A Preferred Stock in accordance with this Section 1.1(a) shall 
be declared and paid pro rata with respect to all shares of Class A Preferred 
Stock then outstanding.

     (b)  If at any time the Corporation shall have failed to pay any 
accumulated dividends on any shares of Class A Preferred Stock on any Preferred 
Dividend Payment Date as provided above, or if at any time the corporation shall
have failed to redeem shares of Class A Preferred Stock as required by Section 
1.2(a) for any reason, the Corporation shall not

                                       2

 
     (i) declare or pay any dividend on any Junior Shares or make any payment on
  account of, or set apart money for, a sinking or other analogous fund for the
  purchase, redemption, or other retirement of any Junior Shares or make any
  distribution with respect thereto, either directly or indirectly and whether
  in cash or property or in obligations or shares (other than in Junior Shares)
  of the corporation or any Subsidiary,

     (ii) purchase any shares of Class A Preferred Stock (except for a
  consideration payable in Junior Shares) or redeem fewer than all of the shares
  of Class A Preferred Stock then outstanding, or

     (iii) permit any Subsidiary to purchase any Junior Shares or permit any
  Subsidiary to purchase fewer than all of the shares of Class A Preferred Stock
  then outstanding,

unless, at the time of any such dividend, payment, distribution, purchase, or 
redemption, all accrued and unpaid dividends on shares of Class A Preferred 
Stock are contemporaneously paid in full in cash or additional shares of Class A
Preferred Stock and all shares of Class A Preferred Stock which the Corporation 
shall have so failed to redeem are contemporaneously redeemed.

     1.2  Redemption.
          ----------

     (a)  Scheduled Redemption. Subject to any limitations contained elsewhere 
          --------------------
in this Certificate of the Powers, Designations, Preferences, and Rights of the 
Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock 
(this "Certificate of Designations"), the Corporation shall redeem all, but not 
less than all, shares of Class A Preferred Stock on July 31, 1999, out of funds 
legally available for such purpose, at a price per share equal to the Redemption
Price.

     (b)  Mandatory Redemption. Subject to any limitations contained elsewhere 
          --------------------
in this Certificate of Designations, in the event of the occurrence of a 
Cash-Out Event, the Corporation agrees, at the election of any holder of then 
outstanding shares of Class A Preferred Stock made as set forth in Section 1.2 
(i) below, to redeem all, but not less than all, of such holder's shares of 
Class A Preferred Stock then outstanding, out of funds legally available for 
such purpose, at a price per share equal to the Redemption Price therefor. If 
pursuant to such Cash-Out Event the holders of Common Stock of the Corporation 
receive cash, Marketable Securities, or a combination thereof, then, at the 
option of the Corporation, the Corporation may, in lieu of

                                       3

 
the cash redemption contemplated in the immediately preceding sentence, redeem 
such Class A Preferred Stock by converting each such share into such cash, 
Marketable Securities, or a combination thereof, in the same proportions as the 
holders of Common Stock of the Corporation so receive, the value of which shall 
equal the Redemption Price.

     (c)  Redemptions at Option of Corporation. At any time, and from time
          -------------------------------------
to time, the Corporation may, at its election, redeem, out of funds legally
available for such purpose, any portion or all of the Class A Preferred Stock
then outstanding at a price per share equal to the Redemption Price. Any
redemption of shares pursuant to this Section 1.2(c) will be made ratably (as
nearly as practicable) among the holders of the Class A Preferred Stock based
upon the number of shares held by each such holder.

     (d)  Optional Redemption through Note Exchange.
          ------------------------------------------

     (i)  Subject to the provisions of subdivision (iv) of this Section 1.2(d),
  at the option of the Corporation, the Corporation may, at any time out of
  funds legally available for such purpose, redeem all, but not less than all,
  shares of the Class A Preferred Stock then outstanding in exchange for, and
  through the issue by the Corporation in the manner provided in this
  subdivision of, Class A Exchange Notes to be issued under the Class A
  Indenture. Such exchange, if any, shall be a redemption of the Class A
  Preferred Stock in exchange for the Class A Exchange Notes. The Class A
  Exchange Notes issued to each holder shall be in an aggregate principal amount
  equal to the Liquidation Value of the shares of Class A Preferred Stock
  redeemed by the Corporation in exchange therefor.

     (ii)  Not more than 60 nor less than 30 days prior to the exchange date, 
  the Corporation shall mail irrevocable written notice, by registered or
  certified mail, postage prepaid and return receipt requested, to each record
  holder (and, to the extent such holder is a corporation, to the attention of
  its Chief Executive Officer and its Corporate Secretary), specifying the
  exchange date and the time and place where certificates representing shares of
  Class A Preferred Stock are to be surrendered for Class A Exchange Notes. Upon
  mailing such notice, the Corporation will be obliged to redeem all shares of
  Class A Preferred Stock in exchange for the Class A Exchange Notes on the
  exchange date specified in such notice. Upon surrender in accordance with such
  notice of the certificates evidencing any shares of

                                       4


 
     Class A Preferred stock so exchanged (properly endorsed or signed for
     transfer, if the Corporation shall require and the notice shall so state),
     the Corporation will cause the Class A Exchange Notes to be authenticated
     and issued in exchange for such shares of Class A Preferred Stock and to be
     mailed to the holder of the shares of Class A Preferred Stock at such
     holder's address of record or such other address as the holder shall
     specify upon such surrender of such certificates.

       (iii) On the exchange date, (A) the shares of Class A Preferred Stock
     subject to such exchange and redemption shall cease to be entitled to any
     dividends accruing after the exchange date, (B) all rights of the
     respective holders of such shares, as stockholders of the Corporation by
     reason of the ownership of such shares, except the right to receive the
     Class A Exchange Notes upon surrender (and endorsement, if required by the
     Corporation) of the respective certificates representing such shares, shall
     cease, (C) such shares shall cease to be outstanding, and (D) the person or
     persons entitled to receive the Class A Exchange Notes issuable upon such
     exchange shall be treated for all purposes as the registered holder or
     holders of Class A Exchange Notes; provided, however, that interest shall
                                        --------  -------
     not begin to accrue on any such Class A Exchange Note issuable to a holder
     of Class A Preferred Stock until such time as such holder surrenders the
     certificate or certificates evidencing such shares of Class A Preferred
     Stock.

        (iv) The Corporation may redeem shares of Class A Preferred Stock in
     exchange for Class A Exchange Notes only if, on the Exchange Date, (x) the
     Corporation has paid all accrued dividends on all outstanding shares of
     Class A Preferred Stock and (y) the Class A Indenture shall be executed and
     delivered by the corporation and the trustee thereunder.

         (e) Redemption Price. For each share of Class A Preferred Stock which
             ----------------
is to be redeemed for cash the Corporation will be obligated on the Redemption
Date to pay to the holder thereof (upon surrender of the certificate
representing such share to the Corporation's stock transfer agent, or if none,
to the Corporation at its principal office) an amount in cash equal to the
Redemption Price. If the funds of the Corporation legally available for
redemption of shares of Class A Preferred Stock on any Redemption Date are
insufficient to redeem the total number of shares to be redeemed on such date,
those funds which are legally available shall be used to redeem the maximum
possible

                                       5

 
number of shares ratably (as nearly as practicable) among the holders of the 
shares to be redeemed based upon the aggregate Redemption Price of such shares 
held by each such holder. As and when additional funds of the Corporation are 
legally available for the redemption of shares, such funds shall as soon as 
practicable be used to redeem the balance of the shares which the Corporation 
has become obligated to redeem on any Redemption Date.

     (f) Dividends after Redemption Date. Subject to any limitations contained
         ------------------------------- 
elsewhere in this Certificate of Designations, no share of Class A Preferred 
Stock is entitled to any dividends accruing after the redemption of such share. 
Subject to any limitations contained elsewhere in this Certificate of 
Designations, on the date of such redemption dividends will cease to accrue, all
rights of the holder of such share as such holder will cease, and such shares 
will be deemed not to be outstanding.

     (g)  Redeemed or Otherwise Acquired Shares. Any shares of Class A Preferred
          -------------------------------------
Stock which are redeemed or otherwise acquired by the Corporation will be 
retired and cancelled and may not be reissued.

     (h)  Restrictions on Dividends and Redemptions. Notwithstanding anything in
          -----------------------------------------
this Certificate of Designations to the contrary, no dividend payment or other 
distribution or redemption may be made with respect to Class A Preferred Stock 
is such payment or other distribution or redemption will be in contravention of 
the restrictions or limitations on such payments or other distributions or 
redemptions contained in (i) this Certificate of Designations, (ii) the Debt 
Agreements, (iii) the Subordinated Note, or (iv) any and all applicable state or
federal laws, rules, and regulations or in any and all orders of any state or 
federal governmental authority.

     (i)  Redemption Methods.
          ------------------

     (i) In order to effect a redemption under either Section 1.2(a) or 1.2(c)
  above, the Corporation shall deliver written notice, by registered or
  certified mail, postage prepaid and return receipt requested, to the holders
  of record (and, to the extent any such holder is a corporation, to the
  attention of its Chief Executive Officer and its Corporate Secretary) of the
  shares to be redeemed, addressed to such holders at their last addresses as
  shown on the stock transfer books of the corporation. Each such notice of
  redemption shall specify the date fixed for

                                       6

 
  redemption (to be a date not less than 30 days from the date of such notice),
  the Redemption Price, places of payment, that payment will be made upon
  presentation and surrender of the certificates representing shares to be
  redeemed and that on and after the date of such redemption (or such earlier
  date as permitted hereunder) dividends will cease to accumulate on such
  shares. Any notice which is mailed as herein provided shall be conclusively
  presumed to have been duly given when mailed, and failure to give such notice
  by mail, or any defect in such notice, to the holders of any shares designated
  for redemption shall not affect the validity of the proceedings for the
  redemption of any other shares to be redeemed on or after the date fixed for
  redemption as stated in such notice. Each holder of the shares called for
  redemption shall surrender its certificate or certificates evidencing such
  shares to the Corporation at the place designated in such notice and shall
  thereupon be entitled to receive payment of the Redemption Price in cash, with
  respect to any redemption under Sections 1.2(a) or 1.2(c). If less than all
  shares evidenced by any such surrendered certificate are redeemed, a new
  certificate shall be issued evidencing the unredeemed shares.

     (ii) In order to effect a redemption under Section 1.2(b) above, within 30
  days after the date of the occurrence of a Cash-Out Event the Corporation
  shall deliver notice by registered or certified mail, postage prepaid and
  return receipt requested, to the holders of record (and, to the extent such
  holder is a corporation, to the attention of its Chief Executive Officer and
  its Corporate Secretary) of the shares to be redeemed, addressed to such
  holders at their last addresses as shown on the stock transfer books of the
  Corporation. Each such notice of redemption shall specify the date fixed for
  redemption (to be a date not less than 30 days from the date of such notice),
  the Redemption Price, places of payment, that payment will be made upon
  presentation and surrender of the certificates representing shares to be
  redeemed, a description in reasonable detail of the applicable Cash-Out Event
  giving rise to the redemption, and a description in reasonable detail of any
  Marketable Securities to be included, and that on or after the date of such
  redemption (or such earlier date as permitted hereunder) dividends will cease
  to accumulate on such shares. Any notice which is mailed as herein provided
  shall be conclusively presumed to have been duly given when mailed, and
  failure to give such notice by mail, or any defect in such notice, to the
  holders of any shares designated for redemption shall not affect the validity
  of

                                       7

 
  the proceedings for the redemption of any other shares to be redeemed on or
  after the date fixed for redemption as stated in such notice. Each holder of
  the shares called for redemption who elects to exercise the right of
  redemption under Section 1.2(b) above must surrender its certificate or
  certificates evidencing all such shares to the Corporation on or before the
  date set for redemption and at the place designated in the Corporation's
  notice and shall thereupon be entitled to receive payment of the Redemption
  Price in cash, Marketable Securities, or a combination thereof, as applicable.
  Any failure on the part of any holder notified as provided above to surrender
  such certificate or certificates on or before the date set for redemption at
  the place designated for redemption as provided above, shall be conclusively
  deemed to have not elected to redeem such holder's shares under and pursuant
  to Section 1.2(b) above and shall not be entitled to receive the Redemption
  Price as provided above.

     (iii)  Notwithstanding any other provision of this Certificate of 
  Designations, if on or after the date on which any notice of redemption is
  first sent to the holders of shares to be redeemed, funds necessary for the
  redemption shall be available therefor and shall have been irrevocably
  deposited or set aside, then, notwithstanding that the certificates evidencing
  any shares so called for redemption shall not have been surrendered, the
  dividends with respect to the shares so called shall cease to accrue after the
  date fixed for redemption, the shares shall no longer be deemed outstanding,
  holders thereof shall cease to be stockholders, and all rights whatsoever with
  respect to the shares so called for redemption (except the right of the
  holders to receive the Redemption Price without interest upon surrender of
  their certificates therefor) shall terminate.

     1.3  Voting Rights.  Except as set forth below and as otherwise required by
          --------------
law, holders of shares of Class A Preferred Stock shall have no voting rights.
In connection with any right to vote, each holder of Class A Preferred Stock
will have one vote for each share held. Any shares of Class A Preferred Stock
held by the Corporation or its Subsidiaries shall not have voting rights
hereunder and shall not be counted in determining the presence of a quorum. So
long as the Class A Preferred Stock is outstanding, the Corporation shall not,
without the affirmative vote or written consent of the holders of at least 51%
of all outstanding Class A Preferred Stock voting separately as a class:

                                       8


 
          (a) amend, alter, modify, or repeal any provision of the Certificate 
of Incorporation or the By-Laws of the Corporation in any manner which affects 
materially and adversely the relative rights, preferences, qualifications, 
powers, limitations, or restrictions of the Class A Preferred Stock;

          (b) increase the authorized number of shares of Preferred Stock of the
Corporation, authorize, issue, or otherwise create securities convertible into 
any shares of capital stock of the Corporation other than Junior Shares.

          (c) voluntarily effect any reclassification of the Class A Preferred 
Stock.

          Whenever dividends on the Class A Preferred Stock shall be in arrears
in an amount equal to at least six quarterly dividends (whether or not
consecutive, (i) the number of members of the Board of Directors of the
Corporation shall be increased by one, effective as of the time of election of
such directors as hereinafter provided and (ii) the holders of the Class A
Preferred Stock (voting separately as a class) will have the exclusive right to
vote for and elect such one additional director of the Corporation at any
meeting of the stockholders of the Corporation at which directors are to be
elected held during the period such dividends remain in arrears. The right of
the holders of the Class A Preferred Stock to vote for such one additional
director shall terminate when all accrued and unpaid dividends on the Class A
Preferred Stock have been declared and paid in cash or in additional shares of
Class A Preferred Stock or set apart for payment. The term of office of any
director so elected shall terminate immediately upon the termination of the
right of the holders of the Class A Preferred Stock to vote for such one
additional director.

          The foregoing right of the holders of the Class A Preferred Stock with
respect to the election of one director may be exercised at any annual meeting
of the stockholders of the Corporation or at any special meeting of the
stockholders of the Corporation held for such purpose. If the right to elect an
additional director shall have accrued to the holders of the Class A Preferred
Stock more than 90 days preceding the date established for the next annual
meeting of stockholders, the President of the Corporation shall, within 20 days
after the delivery to the Corporation at its principal office of a written
request for a special meeting signed by the holders of at least 10% of the Class
A Preferred Stock then outstanding, call a special meeting of the holders of the
Class A Preferred Stock to

                                       9

 
be held within 60 days after the delivery of such request for the purpose of 
electing such additional directors.

     The holders of the Class A Preferred Stock voting as a class shall have the
right to remove without cause at any time and replace any director such holders 
shall have elected pursuant to this Section.

     1.4  Liquidation. (a) In the event of any voluntary or involuntary 
          -----------
liquidation, dissolution, or winding-up of the Corporation, the holders of 
shares of Class A Preferred Stock shall be entitled to receive the Class A 
Preferred Liquidation Value of such shares held by them in preference to and in 
priority over any distributions upon Junior Shares. Upon payment in full to the
holders of shares of Class A Preferred Stock of the Class A Preferred
Liquidation Value of such shares, the holders of shares of Class A Preferred
Stock shall not be entitled, as such holders, to any further participation in
any distribution of assets of the Corporation. If the assets of the Corporation
are not sufficient to pay in full the Class A Preferred Liquidation Value
payable to the holders of shares of Class A Preferred Stock, the holders of all
such shares shall share ratably (to the exclusion of any other holders of
capital stock) in such distribution of assets.

     (b)  Neither a consolidation or merger of the Corporation with or into any 
other corporation, nor a sale or transfer of all or part of the Corporation's 
assets for cash, securities, or other property, nor a merger of any other 
corporation with or into the Corporation shall be considered a liquidation, 
dissolution, or winding-up of the Corporation within the meaning of this Section
1.4.

II.  Terms Applicable to Class B and Class C Preferred Stock.
     -------------------------------------------------------

     2.1  Identical Rights. Except as otherwise provided in this Certificate of 
          ----------------
Designations, all shares of Class B Preferred Stock and Class C Preferred Stock 
shall be identical and shall entitle the holders thereof to the same rights and 
privileges.

     2.2  Dividends. (a) Subject to the provisions of Sections 2.2(b), 2.3(f), 
          ---------
and 2.3(h), the holders of Class B and Class C Preferred Stock shall be entitled
to receive, as and when declared by the Board of Directors of the Corporation 
out of funds legally available for such purpose, dividends on the outstanding 
shares of Class B and Class C Preferred Stock at the Class B and Class C 
Preferred Dividend Rates, payable on each Preferred Dividend Payment Date to 
holders of record as they

                                      10

 
appear on the stock transfer books of the Corporation on such record dates, not 
more than 60 days nor less than 10 days preceding the payment dates for such 
dividends, as are fixed by the Board of Directors (or, to the extent permitted 
by applicable law, a duly authorized committee thereof). Such dividends shall be
cumulative and shall accrue with respect to each share of Class B and Class C 
Preferred Stock, whether or not declared, whether or not restricted by the terms
of the Debt Agreements or otherwise pursuant to the provisions hereof, and
whether or not there are funds legally available for the payment thereof until
paid. The dividends on the Class B and Class C Preferred Stock may be declared
payable in cash or in additional shares of the same series of Preferred Stock,
in the discretion of the Board of Directors; provided that dividends on Class C
Preferred Stock may be payable in additional shares of Class C Preferred Stock
only for Dividend Payment Dates occurring on or prior to January 31, 1999. No
other dividends may be declared or paid to the holders of Class B or Class C
Preferred Stock. All dividends declared by the Board of Directors upon shares of
Class B or Class C Preferred Stock in accordance with this Section 2.2(a) shall
be declared and paid pro rata with respect to all shares of Class B and Class C
Preferred Stock then outstanding.

      (b)  If at any time the Corporation shall have failed to pay any 
accumulated dividends on any shares of Class B and Class C Preferred Stock on 
any Preferred Dividend Payment Date as provided above, or if at any time the 
Corporation shall have failed to redeem shares of Class B or Class C Preferred 
Stock as required by Section 2.3(a) for any reason, the Corporation shall not:

      (i)  declare or pay any dividend on any Junior Shares or make any payment 
  on account of, or set apart money for, a sinking or other analogous fund for
  the purchase, redemption or other retirement of any Junior Shares or make any
  distribution with respect thereto, either directly or indirectly and whether
  in cash or property or in obligations or shares (other than in Junior Shares)
  of the Corporation or any Subsidiary;

     (ii)  purchase any shares of Class B or Class C Preferred Stock (except for
  a consideration payable in Junior Shares) or redeem fewer than all of the
  shares of Class B and Class C Preferred Stock then outstanding (except in a
  manner consistent with the last sentence of Section 2.3(c)); or

                                      11



        (iii) permit any Subsidiary to purchase any Junior Shares or permit any
     Subsidiary to purchase fewer than all of the shares of Class B and Class C
     Preferred Stock then outstanding;

unless, at the time of any such dividend payment, distribution, purchase or
redemption, all accrued and unpaid dividends on shares of Class B and Class C
Preferred Stock are contemporaneously paid in full in cash or additional shares
of Class B or Class C Preferred Stock, as applicable, and all shares of Class B
or Class C Preferred Stock which the Corporation shall have so failed to redeem 
are contemporaneously redeemed.

          (c) Notwithstanding any other provision in this Certificate of 
Designations, the Corporation shall not, and shall not permit any of its 
Subsidiaries to, take any of the actions specified in subsections 2.2(b)(i), 
(ii), or (iii) above in excess of $1 million in the aggregate for all such 
actions, unless at the time such action is taken:

          (i) the Corporation has redeemed for cash all shares of Class B and
     Class C Preferred Stock, if any, which have been issued to the holders of
     Class B and Class C Preferred Stock, respectively, as in-kind dividends on
     the Class B or Class C Preferred Stock, respectively, pursuant to Section
     2.2(a) above;

         (ii) the Corporation and its wholly-owned Subsidiaries, on a
     consolidated basis, have common equity computed in accordance with
     generally accepted accounting principles, after giving effect to any
     purchases, redemptions, payments, distributions or disbursements under
     subsections 2.2(b)(i), (ii), or (iii) above, of at least $26 million;

        (iii) if any such purchases, redemptions, payments, distributions, or
     disbursements specified in subsections 2.2(b)(i), (ii), or (iii) above are
     to be made on or after July 31, 1999, then all shares of Class B Preferred
     Stock shall have been redeemed or otherwise retired; and

         (iv) if any such purchases, redemptions, payments, distributions, or
     disbursements specified in subsections 2.2(b)(i), (ii), or (iii) above are
     to be made on or after the dates required for redemptions of shares of
     Class C Preferred Stock pursuant to Section 2.3(c) below, then that portion
     of such Class C Preferred Stock so required to be redeemed as of such dates
     shall have been redeemed or otherwise retired;

                                      12

 
provided, however, nothing in this Section 2.2(c) shall limit or impair the 
- --------  -------
Corporation's obligation to make payments or disbursements for any amount it is 
obligated to pay under or pursuant to the Warrant Agreement dated January 31, 
1992 between the Corporation (as successor-in-interest to Associated Holdings, 
Inc., a Delaware corporation merged into the Corporation on              , 1995)
                                                           ---------- ---
and Chase Manhattan Investment Holdings, Inc., and further provided, nothing in 
                                                   ------- --------
this Section 2.2(c) shall limit the Corporation or its Subsidiaries from 
re-purchasing Common Stock or options to purchase Common Stock of the 
Corporation held by any employee of the Corporation or its Subsidiaries in 
connection with the termination of such employee's employment.

     2.3  Redemption.
          ----------
     (a)  Scheduled Redemption. Subject to any limitations contained elsewhere 
          --------------------
in this Certificate of Designations, the Corporation shall redeem all shares of 
Class B Preferred Stock on July 31, 1999. The Corporation shall redeem all 
shares of Class C Preferred Stock by January 31, 2002, such redemption to be 
made in four equal (as nearly as practicable) quarterly installments of 
principal on April 30, 2001, July 31, 2001, October 31, 2001, and January 31, 
2002. Scheduled redemptions shall be made out of funds legally available for 
such purpose, at a price per share equal to the Redemption Price.

     (b)  Mandatory Redemption. Subject to any limitations contained elsewhere 
          --------------------
in this Certificate of Designations, in the event of the occurrence of a 
Cash-Out Event, the Corporation agrees, at the election of any holder of then 
outstanding shares of Class B or Class C Preferred Stock, as applicable, made as
set forth in Section 2.3(i) below, to redeem all, but not less than all, of such
holder's shares of Class B or Class C Preferred Stock, as applicable, then 
outstanding, out of funds legally available for such purpose, at a price per 
share equal to the Redemption Price therefor. If pursuant to such Cash-Out Event
the holders of Common Stock of the Corporation received cash, Marketable 
Securities, or a combination thereof, then, at the option of the Corporation, 
the Corporation may, in lieu of the cash redemption contemplated in the 
immediately preceding sentence, redeem such Class B or Class C Preferred Stock, 
as applicable, by converting each such share into such cash, Marketable 
Securities or a combination thereof, in the same proportions received by the 
holders of Common Stock of the Corporation, the value of which shall equal the 
Redemption Price.

     (c)  Redemptions at Option of Corporation. At any time, and from time to 
          ------------------------------------
time, the Corporation may, at its

                                      13

 
election, redeem, out of funds legally available for such purpose, any portion 
or all of the Class B and Class C Preferred Stock then outstanding at a price 
per share equal to the Redemption Price. Any redemption of shares pursuant to 
this Section 2.3(c) will be made ratably (as nearly as practicable) among the 
holders of the Class B and Class C Preferred Stock based upon the number of 
shares held by each such holder without distinction between classes.

     (d)  Optional Redemption through Note Exchange.
          -----------------------------------------

     (i) Subject to the provisions of subdivision (iv) of this Section 2.3(d),
  at the option of the Corporation, the Corporation may, at any time out of
  funds legally available for such purpose, redeem all, but not less than all
  shares of the Class B and Class C Preferred Stock then outstanding in exchange
  for, and through the issue by the Corporation in the manner provided in this
  subdivision of, Class B Exchange Notes (with respect to exchanges of Class B
  Preferred Stock) and Class C Exchange Notes (with respect to exchanges of
  Class C Preferred Stock). The Class B Exchange Notes shall be issued under the
  Class B Indenture and the Class C Exchange Notes shall be issued under the
  Class C Indenture. The Class B Exchange Notes or Class C Exchange Notes issued
  to each holder shall be in an aggregate principal amount equal to the
  Liquidation Value of the shares of Class B and Class C Preferred Stock
  redeemed by the Corporation in exchange thereof.

     (ii) Not more than 60 nor less than 30 days prior to the exchange date, the
  Corporation shall mail irrevocable written notice, by registered or certified
  mail, postage prepaid and return receipt requested, to each record holder
  (and, to the extent such holder is a corporation, to the attention of its
  Chief Executive Officer and its Corporate Secretary), specifying the exchange
  date and the time and place where certificates representing shares of Class B
  and Class C Preferred Stock are to be surrendered for Class B and Class C
  Exchange Notes. Upon mailing such notice, the Corporation will be obliged to
  redeem all shares of Class B and Class C Preferred Stock in exchange for the
  Exchange Notes on the exchange date specified in such notice. Upon surrender
  in accordance with such notice of the certificates evidencing the shares of
  Class B or Class C Preferred Stock so exchanged (properly endorsed or signed
  for transfer, if the Corporation shall require and the notice shall so state),
  the Corporation will cause the Class B or Class C Exchange Notes, as
  applicable, to be authenticated and

                                      14

 
  issued in exchange for such shares of Class B or Class C Preferred Stock and
  to be mailed to the holders of the shares of Class B or Class C Preferred
  Stock at such holder's address of record or such other address as the holder
  shall specify on such surrender of such certificates.

     (iii) On the exchange date, (A) the shares of Class B and Class C Preferred
  Stock subject to such exchange and redemption shall cease to be entitled to
  any dividends accruing after that date, (B) all rights of the respective
  holders of such shares, as stockholders of the Corporation by reason of the
  ownership of such shares, except the right to receive the Class B and Class C
  Exchange Notes upon surrender (and endorsement, if required by the
  Corporation) of the respective certificates representing such shares, shall
  cease, (C) such shares shall cease to be outstanding, and (D) the person or
  persons entitled to receive the Class B or Class C Exchange Notes, as
  applicable, issuable upon such exchange shall be treated for all purposes as
  the registered holder or holders of Class B or Class C Exchange Notes, as
  applicable; provided, however, that interest shall not begin to accrue on any
              --------  -------
  such Class B or Class C Exchange Notes issuable to a holder of Class B or
  Class C Preferred Stock, as applicable, until such time as such holder
  surrenders the certificate or certificates evidencing such shares of Class B
  or Class C Preferred Stock, as applicable.

     (iv) The Corporation may redeem shares of Class B and Class C Preferred
  Stock in exchange for Class B and Class C Exchange Notes only if, on the
  Exchange Date, (x) the Corporation has redeemed any outstanding shares of
  Class A Preferred Stock and, if such redemption of Class A Preferred Stock is
  effected by the issuance of a Class A Exchange Note, such Class A Exchange
  Notes shall be senior to any Class B or Class C Exchange Note issued in
  exchange for Class B or Class C Preferred Stock, (y) the Corporation has paid
  all accrued dividends on all outstanding shares of Class B or Class C
  Preferred stock, as applicable, and (z) the Class B Indenture or the Class C
  Indenture, as applicable, shall be executed and delivered by the Corporation
  and the applicable trustee thereunder.

     (e)  Redemption Price. For each share of Class B and Class C Preferred
          ---------------- 
Stock which is to be redeemed for cash, the Corporation will be obligated on the
Redemption Date to pay to the holder thereof (upon surrender of the certificate 
representing such share to the Corporation's stock transfer agent, or if none, 
to the Corporation at its principal office) an

                                      15

 
amount in cash equal to the Redemption Price. If the funds of the Corporation 
legally available for redemption of shares of Class B and Class C Preferred 
Stock on any Redemption Date are insufficient to redeem the total number of 
shares to be redeemed on such date, those funds which are legally available 
shall be used to redeem the maximum possible number of shares ratably (as nearly
as practicable) among the holders of the shares to be redeemed based upon the 
aggregate Redemption Price of such shares held by each such holder. As and when 
additional funds of the Corporation are legally available for the redemption of 
shares, such funds shall as soon as practicable be used to redeem the balance of
the shares which the Corporation has become obligated to redeem on any 
Redemption Date.

     (f)  Dividends after Redemption Date.  Subject to any limitations contained
          -------------------------------
elsewhere in this Certificate of Designations, no share of Class B or Class C 
Preferred Stock is entitled to any dividends accruing after the redemption of 
such share. On the date of such redemption dividends will cease to accrue, all 
rights of the holder of such share as such holder will cease, and such shares 
will not be deemed to be outstanding.

     (g)  Redeemed or Otherwise Acquired Shares.  Any shares of Class B or 
          -------------------------------------
Class C Preferred Stock which are redeemed or otherwise acquired by the
Corporation will be retired and cancelled and may not be reissued.

     (h)  Restrictions on Dividends and Redemptions.  Notwithstanding anything
          -----------------------------------------
in this Certificate of Designations to the contrary, no dividend payment or 
other distribution or redemption may be made with respect to Class B or Class C 
Preferred Stock if such payment or other distribution or redemption will be in 
contravention of the restrictions or limitations on such payments or other 
distributions or redemption contained in (i) this Certificate of Designations, 
(ii) the Debt Agreements, (iii) the Subordinated Note or (iv) any and all 
applicable state or federal laws, rules, and regulations or in any and all 
orders of any state or federal governmental authority.

     (i)  Redemption Methods.  Any redemption of shares of Class B or Class C 
          ------------------
Preferred Stock under and pursuant to Sections 2.3(a), 2.3(b), or 2.3(c) shall 
be conducted in the same applicable manner as described with respect to the 
Class A Preferred Stock in Section 1.2(i) above. Notwithstanding any other 
provision of this Certificate of Designations, if on or after the date on which 
any notice of redemption is first sent to the holders of shares to be redeemed,
funds necessary for the redemption shall be available therefor and shall have
been

                                      16



irrevocably deposited or set aside, then, notwithstanding that the certificates 
evidencing the shares so called for redemption shall not have been surrendered, 
the dividends with respect to the shares so called shall cease to accrue after 
the date fixed for redemption, shares shall no longer be deemed outstanding, 
owners thereof shall cease to be stockholders, and all rights whatsoever with 
respect to the shares so called for redemption (except the right of the holders 
to receive the Redemption Price without interest thereon upon surrender of their
certificates therefor) shall terminate.

          2.4 Voting Rights. Except as otherwise set forth below and otherwise 
              ------------- 
required by law, holders of shares of Class B or Class C Preferred Stock shall
have no voting rights. In connection with the right to vote, each holder of
Class B Preferred Stock will have one vote for each share held and each holder
of Class C Preferred Stock shall have one vote for each share held. Any shares
of Class B or Class C Preferred Stock held by the Corporation or its Subsidiary
shall not have voting rights hereunder and shall not be counted in determining
the presence of a quorum. So long as the Class B Preferred Stock or Class C
Preferred Stock is outstanding, the Corporation shall not without the
affirmative vote or written consent of the holders of all outstanding Class B
and Class C Preferred Stock, each voting as a separate class:

          (a) amend, alter, modify, or repeal any provision of the Certificate 
of Incorporation or the By-Laws of the Corporation in any manner which affects 
adversely the relative rights, preferences, qualifications, powers, limitations,
or restrictions of that series of Preferred Stock;

          (b) increase the authorized number of shares of capital stock of the 
Corporation, or authorize, issue, or otherwise create securities convertible 
into any shares of capital stock of the Corporation other than shares of Class A
(only for purposes of paying dividends in-kind on Class A Preferred Stock), 
Class B or Class C Preferred Stock, Common Stock and/or Junior Shares; or 

          (c) voluntarily effect any reclassification of the Class B or Class C
Preferred Stock.

          Whenever dividends on Class B Preferred Stock shall be in arrears in
an amount equal to at least six quarterly dividends (whether or not
consecutive), (i) the number of members of the Board of Directors of the
Corporation shall be increased by one, effective as of the time of the election
of such directors as

                                      17

 
hereinafter provided and (ii) the holders of Class B Preferred Stock (voting 
separately as a class) will have the exclusive right to vote for and elect one 
additional director of the Corporation at any meeting of the stockholders of the
Corporation at which directors are to be elected held during the period such 
dividends remain in arrears. The right of the holders of Class B Preferred Stock
to vote for such one additional director shall terminate when all accrued and 
unpaid dividends on the Class B Preferred Stock have been declared and paid in 
cash or in-kind or set apart for payment. The term of office of any director so 
elected shall terminate immediately upon the termination of the right of the 
holders of the Class B Preferred Stock to vote for such one additional 
director.

     Whenever dividends on Class C Preferred Stock shall be in arrears in an 
amount equal to at least six quarterly dividends (whether or not consecutive), 
(iii) the number of members of the Board of Directors of the Corporation shall 
be increased by one, effective as of the time of the election of such directors 
as hereinafter provided and (iv) the holders of Class C Preferred Stock (voting 
separately as a class) will have the exclusive right to vote for and elect one 
additional director of the Corporation at any meeting of the stockholders of the
Corporation at which directors are to be elected held during the period such 
dividends remain in arrears. The right of the holders of Class C Preferred Stock
to vote for such one additional director shall terminate when all accrued and 
unpaid dividends on the Class B Preferred Stock have been declared and paid in 
cash or in-kind or set apart for payment. The term of office of any director so 
elected shall terminate immediately upon the termination of the right of the 
holders of the Class C Preferred Stock to vote for such one additional 
director.

     The foregoing right of the holders of Class B and Class C Preferred Stock 
with respect to the election of one director per class may be exercised at any 
annual meeting of the stockholders of the Corporation or at any special meeting 
of the stockholders of the Corporation held for such purpose. If the right to 
elect an additional director shall have accrued to the holders of Class B 
Preferred Stock or Class C Preferred Stock more than 90 days preceding the date 
established for the next annual meeting of stockholders, the President of the 
Corporation shall, within 20 days after the delivery to the Corporation at its 
principal office of a written request for a special meeting signed by the 
holders of at least 10% of the Class B Preferred Stock or Class C Preferred 
Stock, as applicable, then outstanding, call a special meeting of the holders of
the Class B or Class C Preferred Stock, as applicable, to be held within 60

                                      18


days after the delivery of such request for the purpose of electing such 
additional directors. The holders of the Class B Preferred Stock voting as a 
class shall have the right to remove without cause at any time and replace any 
director such holder shall have elected pursuant to this Section. The holders of
the Class C Preferred Stock voting as a class shall have the right to remove
without cause at any time and replace any director such holder shall have
elected pursuant to this Section.

     2.5  Liquidation.  (a) In the event of any voluntary or involuntary 
          ------------
liquidation, dissolution or winding-up of the corporation,the holders of shares
of Class B and Class C Preferred Stock shall be entitled to receive the Class B
or Class C Preferred Liquidation Value of such shares held by them in preference
to and in priority over any distributions upon Junior Shares. Upon payment in
full to the holders of shares of Class B and Class C Preferred Stock of the 
Class B and Class C Preferred Liquidation Values of such shares, the holders of 
shares of Class B or Class C Preferred Stock shall not be entitled, as such
holders, to any further participation in any distribution of assets of the
Corporation. If the assets of the Corporation are not sufficient to pay in full
the Class B and C Preferred Liquidation Value payable to the holders of shares
of Class B or Class C Preferred Stock, the holders of all such shares shall
share ratably (to the exclusion of any other holders of capital stock) in such
distribution of assets.

     (b)  Neither a consolidation or merger of the Corporation with or into any
other corporation, nor a sale or transfer of all or part of the Corporation's
assets for cash, securities or other property, nor a merger of any other
corporation with or into the Corporation, shall be considered a liquidation,
dissolution, or winding-up of the Corporation within the meaning of this 
Section 2.5.

III.  Definitions.
      ------------

     As used in this Certificate of Designations, the terms indicated below
shall have the following respective meanings:

     "Affiliate", with respect to any Person, means any other Person directly or
      ---------
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to control a corporation if
such Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such corporation, by contract or
otherwise. Additionally, with respect to Wingate

                                      19 

 
Partners, L.P., the term "Affiliate" for purposes of the definition of Change of
Control shall be deemed to include James T. Callier, Jr., Frederick B. Hegi, 
Jr., Thomas W. Sturgess, James A. Johnson, Dennis J. Johnson, Sue Goddard, 
Wallace R. Hawley, Lee Walton, Bud Applebaum, Estate of Howard Beasley, Callier 
Buy-Out Partners, as defined in the Agreement of Limited Partnership of Wingate 
Partners, L.P.,Peter J. Wodtke, and pension plans for the benefit of such 
individuals or entities.

      "Bank Holding Company Affiliate" shall mean, with respect to any Person 
       ------------------------------
subject to the provisions of Regulation Y, (i) if such Person is a bank holding 
company, any company directly or indirectly controlled by such bank holding 
company, and (ii) otherwise, the bank holding company that controls such Person 
and any company (other than such Person) directly or indirectly controlled by 
such bank holding company.

     "Business Sale" means a transaction or a series of transactions, whether 
      -------------
effected by sale or exchange of securities or assets, merger or consolidation, 
or otherwise, that results in the sale of the Corporation or its business to an 
Independent Third Party or group of Independent Third Parties, pursuant to which
such Independent Third Party or group of Independent Third Parties would acquire
(a) capital stock of the Corporation possessing the voting power under normal 
circumstances to elect a majority of the Board of (b) all or substantially all 
of the Corporation's assets determined on a consolidated basis.

     "Cash-Out Event" means the occurrence of a Business Sale, a Change in 
      -------------- 
Control, a Qualified Public Offering, or a Recapitalization. In the case of 
the Class C Preferred Stock, "Cash-Out Event" shall also include the expiration 
                              --------------
of the [supply agreement], dated as of             , 1995, between Supply Co. 
                                       --------  --
(as successor-in-interest to Associated Stationers, Inc., a Delaware corporation
merged into the Supply Co. on            , 1995) and Affiliated Computer 
                              -------- -- 
Services, Inc. (together with all amendments thereto and extensions,
modifications, and waivers thereof, the "Supply Agreement") providing for the
furnishing of information systems services to Supply Co., or the early
termination of the Supply Agreement for any reason other than termination of
such agreement by Affiliated Computer Services, Inc.

      "Change in Control" means an occurrence by which Wingate Partners and its 
       -----------------
Affiliates and Cumberland Capital Corporation and its Affiliates shall have 
collectively sold or otherwise disposed of and received the pecuniary benefit of

                                      20


 
33-1/3% of the Common Stock legally or beneficially owned by them collectively 
as of            , 1995 [day after closing of Merger], subject to appropriate 
     -------- ---
adjustment in the event of a stock split, reverse stock split or similar 
transaction and excluding any sales or other dispositions made by any of them to
employees of the Corporation or of any of its Subsidiaries of up to 10% of such 
holdings.

     "Class A Exchange Notes" means the Class A Subordinated Exchange Notes 
      ----------------------
which may be issued by the Corporation to the holders of the Class A Preferred 
Stock upon a redemption pursuant to Section 1.2(d). Such Class A Exchange Notes 
shall have a maturity date of July 31, 1999 and shall bear interest at the rate 
of 10% for interest paid in cash and 13% for interest paid in-kind in additional
Class A Exchange Notes. Such interest shall be payable quarterly in arrears, 
either in cash or in-kind, on the Preferred Dividend Payment Dates. Such Class A
Exchange Notes will permit a required prepayment to the same amounts on the same
dates as would have applied to an optional or mandatory redemption of the Class 
A Preferred Stock (assuming that the exchange pursuant to Section 1.2(d) had not
occurred), shall not contain any financial covenants by, or other restrictive 
covenants (other than limitations imposed by senior debt and applicable law) on,
the Corporation, and shall provide for an event of default only upon the 
Corporation's failure to make payments in accordance with its terms or upon a 
bankruptcy filing by or against the Corporation which filing is not dismissed 
within 60 days after filing. The payment of principal, interest, and premium (if
any) will be subordinated to senior debt (to be defined as any obligation of the
Corporation or its subsidiaries for borrowed money including the obligations 
under the Subordinated Note).

     "Class A Indenture" means an indenture for the Class A Exchange Notes that 
      -----------------
qualifies under and is in compliance with the Trust Indenture Act to be entered 
into between the Corporation and a trustee acceptable to the Corporation and a 
majority of the holders of Class A Exchange Notes and containing such terms and 
provisions as are approved by the Board of Directors of the Corporation.

     "Class B and Class C Exchange Notes" means the Class B Subordinated 
      ----------------------------------
Exchange Notes and the Class C Subordinated Exchange Notes which may be issued 
by the Corporation to the holders of the Class B or Class C Preferred stock, as 
applicable, upon a redemption pursuant to Section 2.3(d). Class B Exchange Notes
shall have a maturity date of July 31, 1999. The Class C Exchange Notes shall 
have a maturity date of January 31, 2002,

                                      21


with payments to be made thereon in four equal (as nearly as practicable) 
installments of principal on April 30, 2001, July 31, 2001, October 31, 2001, 
and January 31, 2002. Both Class B and Class C Exchange Notes shall bear 
interest at the rate of 11% for interest paid in cash and 12% for interest paid 
in-kind in additional Class B or Class C Exchange Notes, as applicable. Such 
interest shall be payable quarterly in arrears, either in cash or in-kind as 
would have applied to the Class B and Class C Preferred Stock Dividend on the 
Preferred Dividend Payment Dates. Such Notes will permit or require prepayments 
in the same amounts and at the same dates as would have applied to an optional 
or mandatory redemption of the Class B and Class C Preferred Stock (assuming 
that the exchange pursuant to Section 2.3(d) had not occurred), shall not 
contain any financial covenants by, or other restrictive covenants (other than 
limitations imposed by senior debt and applicable law) on, the Corporation, and 
shall provide for an event of default only upon the Corporation's failure to 
make payments in accordance with its terms or upon a bankruptcy filing by or 
against the Corporation, which filing is not dismissed within 60 days after 
filing. The payment of principal, interest, and premium (if any) will be 
subordinated to senior debt (to be defined as any obligation of the Corporation 
for borrowed money including the obligations under the Subordinated Note) and 
payments in respect of Class A Exchange Notes.

          "Class B Indenture" means an indenture for the Class B Exchange Notes 
           -----------------
that qualifies under and is in compliance with the Trust Indenture Act to be 
entered into between the Corporation and a trustee acceptable to the Corporation
and a majority of the holders of Class B Exchange Notes and containing such 
terms and provisions as are approved by the Boards of Directors of the 
Corporation.

          "Class A Preferred Dividend Rate" means a rate of 10% per annum, 
           -------------------------------
computed on the basis of a 360-day year and twelve 30-day months, to be applied 
to the Dividend Base for the Class A Preferred Stock as from time to time 
adjusted; provided that in the event of and during continuance of a failure by 
the Corporation to pay in cash a dividend on the Class A Preferred Stock on any 
Preferred Dividend Payment Date or to make any redemption payment when due, the 
dividend rate shall be increased to 13% per annum, and shall remain at said rate
until such failure is cured, such increase to be effective retroactive to the 
first days of the accrual period for which the dividend was not paid.

                                      22

 
     "Class A, Class B, and Class C Preferred Liquidation Value" of any share 
      ---------------------------------------------------------
of Class A, Class B, or Class C Preferred Stock means as of any particular date 
an amount equal to the sum of $1,000 plus the aggregate of accrued and unpaid 
dividends on such share to such date, subject to appropriate adjustment in the 
event of a stock split, reverse stock split, or similar transaction.

     "Class B or Class C Preferred Dividend Rate" means a rate of 9% per annum
      ------------------------------------------
computed on the basis of a 360-day year and twelve 30-day months, to be applied
to the Dividend Base for the Class B or Class C Preferred Stock as from time to
time adjusted; provided that in the event of and during continuance of a failure
by the Corporation to pay in cash a dividend on the Class B or Class C Preferred
Stock on any Preferred Dividend Payment Date or to make any redemption payment
when due, the dividend rate shall be increased to 10% per annum, and shall
remain at said rate until such failure is cured, such increase to be effective
retroactive to the first day of the accrual period for which the dividend was
not paid.

     "Class C Indenture" means an indenture for the Class C Exchange Notes that
      -----------------
qualifies under and is in compliance with the Trust Indenture Act to be entered 
into between the Corporation and a trustee acceptable to the Corporation and a 
majority of the holders of Class C Exchange Notes and containing such terms and 
provisions as are approved by the Board of Directors of the Corporation.

     "Control" (including, with its correlative meanings, "controlled by" and 
      -------                                              -------------
"under common control with") shall mean, with respect to any Person, the
 -------------------------
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of 
voting securities, by contract, or otherwise.

     "Debt Agreements" means the [Credit Agreement] dated as of                ,
      ---------------                                           ---------------
1995 [description to come], and the notes and other documents and instruments 
executed and delivered in connection therewith, as said agreement and notes and 
other documents and instruments may from time to time be amended or 
supplemented, and any agreements evidencing any renewal, extension, refinancing,
refunding or replacement thereof.

     "Dividend Base" of any share of Class A, Class B, or Class C Preferred 
      -------------
Stock means $1,000, subject to appropriate adjustment in the event of a stock 
split, reverse stock split or similar transaction.

                                      23

 
     "Independent Third Party" means any person who, immediately prior to the 
      -----------------------
contemplated transaction, does not own in excess of 5% of the Common Stock on a
fully diluted and converted basis (a "5% Owner"), who is not controlling,
                                      --------
controlled by, or under common control with the Corporation or any such 5%
Owner, and who is not the spouse or descendant (by birth or adoption) of any
such 5% Owner or a trust for the benefit of such 5% Owner and/or such other
persons.

     "Junior Shares" means with respect to the priority of any class or series
      -------------
of Preferred Stock, shares of Common Stock, or shares of any other series or 
class of Preferred Stock of the Corporation which are designated as junior to 
such series in the Certificate of Incorporation or any amendment thereto, or in 
the resolution designating the class or series of such Preferred Stock and any 
Warrants, options, or other rights to acquire or purchase such securities. The 
shares of Class B and Class C Preferred Stock are Junior Shares in relation to 
the Class A Preferred Stock. Any shares of Additional Preferred Stock, 
regardless of designation, shall be deemed Junior Shares in relation to the 
Class A, Class B, and Class C Preferred Stock.

     "Liquidation Date" means as to any series of Preferred Stock, the first 
      ----------------
date on which the assets of the Corporation are distributed to the holders of 
such series of Preferred Stock in the event of any voluntary or involuntary 
liquidation, dissolution or winding-up of the Corporation.

     "Marketable Securities" shall mean Common Stock or common stock or other
      --------------------- 
securities of any corporation that is the successor to substantially all of the 
business or assets of the Corporation or the ultimate parent of such successor 
which is (or will, upon distribution thereof, be) listed on the New York Stock 
Exchange, the American Stock Exchange, or approved for quotation on the Nasdaq 
National Market System.

     "Person" means an individual, partnership, association, joint venture,
      ------ 
corporation, business, trust, estate, unincorporated organization, or government
or any department, agency or subdivision thereof.

     "Preferred Dividend Payment Date" shall mean each April 30, July 31,
      ------------------------------- 
October 31, and January 31, or the next business day following each such date of
any year commencing with the initial payment April 30, 1992.

     "Qualified Public Offering" means a sale in a public offering or series of 
      -------------------------
public offerings, registered under the 

                                      24











 
Securities Act, of Common Stock; provided, however, that such offering or series
                                 --------  -------
of offerings shall not be deemed to be a Qualified Public Offering unless such 
                                                                   ------
offering or offerings shall have resulted in (A)(i) public ownership of not less
than 20% of the Common Stock of the Corporation on a fully-diluted basis (which
such shares of Common Stock are listed upon the New York Stock Exchange, the
American Stock Exchange, or are approved for quotation on the Nasdaq National
Market System), and (ii) such offering or offerings shall have resulted in
receipt by the Corporation of aggregate cash proceeds (after deduction of
underwriter discounts and the costs associated with such offering or offerings)
of at least $37.5 million, or (B) the holders of Common Stock of the Corporation
receive, as a result of such offering or offerings, cash, Marketable Securities,
or a combination thereof valued at not less than $1 million.

     "Recapitalization" means a recapitalization of the Corporation pursuant to 
      ----------------
which the holders of Common Stock of the Corporation receive cash, securities 
(other than shares junior to the Class B or Class C Preferred Stock), property, 
or other assets and such consideration is valued at not less than $1 million.

     "Redemption Date" as to any share of Class A, Class B, or Class C Preferred
      ---------------
Stock means the date specified in the notice of any redemption at the 
Corporation's option or the applicable date specified herein in the case of any 
other redemption; provided that no such date will be a Redemption Date unless 
                  --------
the applicable Redemption Price is actually paid or has been set aside for 
payment to such stockholder in full as of such date, and if not so paid or set 
aside for payment to such stockholder in full, the Redemption Date will be the 
date on which such Redemption Price is fully paid.

     "Redemption Price" of any share of Class A, Class B, or Class C Preferred 
      ----------------
Stock means as of the Redemption Date an amount equal to the sum of $1,000 plus 
the aggregate of accrued and unpaid dividends on such share to such date, 
subject to appropriate adjustment in the event of a stock split, reverse stock 
split, or similar transaction.

     "Regulation Y" shall mean Regulation Y promulgated by the Board of 
      ------------
Governors of the Federal Reserve System (12 C.F.R. (S)(S)225) or any successor
regulation.

     "Securities Act" means the Securities Act of 1933, as amended, and the 
      --------------
rules and regulations promulgated thereunder.

                                      25

 
          "Subordinated Note" means the [Subordinated Loan Agreement] dated as 
           -----------------
of                , 1995 [description to come], and the notes and other 
   ------------ --
documents and instruments executed and delivered in connection therewith, as
said agreement and notes and other documents and instruments may from time to
time be amended or supplemented, and any agreements evidencing any renewal,
extension, refinancing, refunding or replacement thereof.

          "Subsidiary" means any corporation, a majority (by number of votes) of
           ----------
the voting securities of which shall, at the time as of which any determination 
is being made, be owned by the Corporation, directly or indirectly through one 
or more Subsidiaries.

          "Supply Co." means United Stationers Supply Co., an Illinois 
           ----------
corporation and wholly-owned subsidiary of the Corporation.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as 
           -------------------
amended, the rules and regulations promulgated thereunder, and any successor 
legislation thereto.

                                      26

 
     IN WITNESS WHEREOF, United Stationers Inc. has caused this certificate to 
be signed on its behalf by its President and attested by its Secretary, this    
        day of            , 1995
- -------       ------------

                                        UNITED STATIONERS INC.

                                       
                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

ATTEST:

- ---------------------------------
Name:
     ----------------------------
Title:
      ---------------------------

                                      27
                                             

 
                                  EXHIBIT D-1

                                      TO

                         AGREEMENT AND PLAN OF MERGER

                                    BETWEEN

                           ASSOCIATED HOLDINGS, INC.

                                      AND

                            UNITED STATIONERS INC.


1.  Norcross, Georgia - Consent of the necessary parties with respect to the 
    -----------------
    $7,500,000 Gwinnett County Bond Issuance.

2.  Des Plaines, Illinois - Consent of the necessary parties with respect to 
    ---------------------
    the $7,500,000 City of Des Plaines Bond Issuance.

3.  Harmans, Maryland - Consent of the necessary parties with respect to the 
    -----------------
    $8,000,000 Anne Arundel County Bond Issuance.

4.  Edison, New Jersey - Consent of the necessary parties with respect to the
    ------------------
    $8,000,000 New Jersey Economic Development Authority Bond Issuance.

5.  Twinsburg, Ohio - Consent of the necessary parties with respect to the
    ---------------
    $6,800,000 City of Twinsburg Bond Issuance.

6.  1606 Linn Street, Kansas City, Kansas - Consent of the Landlord.
    -------------------------------------

7.  3843 Harbor Avenue, Memphis, Tennessee - Consent of the Landlord.
    --------------------------------------

8.  3615 Highpoint, San Antonio, Texas - Consent of the Landlord.
    ----------------------------------

 
                                                                     EXHIBIT D-2
                                                                     -----------

                             AHI MATERIAL CONSENTS

.    The Second Amended and Restated Credit Agreement, dated as of October 27,
     1992, among ASI, AHI, Lynn-Edwards Corp. ("LE"), the lenders party thereto,
     and Chase Manhattan National Bank (National Association) ("Chase Bank"), as
     amended, provides that AHI shall not merge into an affiliate or enter into
     any transaction with or for the benefit of any affiliate.

.    The Warrant Agreement, dated as of January 31, 1992, between AHI and Boise
     Cascade Corporation, as amended, prohibits (i) prohibits the issuance of
     AHI stock and (ii) prohibits transactions with affiliates (including
     merging with an affiliate), (iii) provides for preemptive rights with
     respect to the sale or issuance of capital stock of AHI and (iv) prohibit
     AHI from paying to Wingate Partners, L.P. ("WPLP"), Cumberland Capital
     Corp. ("Cumberland") or any of their affiliates any fees in excess or
     $25,000 per month plus $20,000 per year.

.    Warrant Agreement, dated as of January 31, 1992, among AHI, ASI, and Chase
     Bank, together with warrants granted thereunder (i) prohibit the issuance
     of AHI stock, (ii) prohibits transactions with affiliates (including
     merging with an affiliate), (iii) grant put rights to the holders thereof
     in the event that AHI enters into a nonsurviving merger or prepays the
     Tranche B Term Loan under the Second Amended and Restated Credit Agreement
     described above, (iv) provide for preemptive rights with respect to the
     sale or issuance of capital stock of AHI and (v) prohibit AHI from paying
     to WPLP, Cumberland or any of their affiliates any fees in excess of
     $25,000 per month plus $200,000 per year.

 
.    The Lease Agreement with Carol Point Builders I General Partnership,
     relating to 898 Carol Court, Carol Stream, Illinois, prohibits the
     assignment of such agreement.

.    Lease Agreement with Amli Partners Ltd. 85-II, relating to 1075 Hawthorne 
     Drive, Itasca, Illinois, prohibits the assignment of such agreement.

.    Lease Agreement with MLH Income Realty Partnership V, relating to 1630
     Westbelt Drive, Columbus, Ohio, prohibits the assignment of such agreement.

.    Lease Agreement with Samdoz, Inc., relating to 707 Parkway Drive, 
     Pittsburgh, Pennsylvania, prohibits the assignment of such agreement.

.    Lease Agreement with Gilliam Traughber and J.T. Craine, relating to 727
     Massman Drive, Nashville, Tennessee, prohibits the assignment of such
     agreement.


                                       2

 
                                   EXHIBIT E
 
                                TRUST AGREEMENT

                                    between

                            UNITED STATIONERS INC.,

                                  as settlor,

                                      AND

              AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,

            not in its individual capacity but solely as Trustee of

                          USI EMPLOYEE BENEFITS TRUST,

                          Dated as of __________, 1995

 
     THIS TRUST AGREEMENT ("Agreement") is made as of the ____ day of _____,
1995 between United Stationers Inc., a Delaware corporation (the "Company"), as
settlor, and American National Bank and Trust Company of Chicago, not in its
individual capacity but solely as trustee (herein, together with its permitted
successors in the trusts hereunder, called the "Trustee").

     WHEREAS, Associated Holdings, Inc., a Delaware corporation, and the Company
have entered into an Agreement and Plan of Merger dated as of February 13, 1995
(the "Agreement and Plan of Merger"); and

     WHEREAS, the Board of Directors of the Company has approved the merger of
Associated Holdings, Inc. into the Company (the "Merger"), pursuant to which the
Company will be the surviving corporation; and

     WHEREAS, at the effective time of the Merger, certain of the officers,
other employees and retirees of the Company may have certain "Contract Rights"
(as hereinafter defined) with respect to severance payments, executive
compensation, indemnities, life insurance policies, payments for medical
insurance and expenses, fringe benefits and other employee benefits; and

     WHEREAS, to secure the provision to such employees of their respective
employee benefits the Company has caused the LOC (hereinafter defined) to be
issued to the Trustee; and

     WHEREAS, the Company and the Trustee desire to specify the terms and
conditions pursuant to which the Trustee shall hold the LOC and manage other
security from time to time comprising the Trust Estate;

     NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Company and the Trustee agree as follows:


                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

     SECTION 1.1    General.
                    ------- 
 
     For the purpose of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the terms defined in this Agreement
include the plural as well as the singular, the words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or other subdivision, and Section
references refer to Sections and subsections of this Agreement.  Other terms not
defined in this Article are defined elsewhere in this Agreement.

     SECTION 1.2    Specific Terms.
                    -------------- 

     "Accountant" means, for any Beneficiary, any firm of independent public
accountants of national reputation retained by such Beneficiary to certify as to
certain matters specified in this Agreement.  For purposes hereof, firms of
independent public accountants of national reputation 

                                       1

 
means Price Waterhouse, Ernst & Young, Arthur Andersen LLP, KPMG Peat Marwick,
Coopers & Lybrand and Deloitte Touche LLP.

     "Agreement" means this Trust Agreement as originally executed and, if from
time to time supplemented or amended by one or more amendments entered into
pursuant to the applicable provisions hereof, as so supplemented or amended.

     "Arbitrator" means the Person selected under the terms and provisions of
any Officer Beneficiary's Employment Agreement to arbitrate disputes concerning
the Company's obligation to provide Stay Bonus Benefits to such Officer
Beneficiary.

     "Base Salary Payment" means, for each Officer Beneficiary, the amount so
identified on the Schedule of Benefits.

     "Beneficiary" means an individual listed in the Schedule of Benefits,
except as expressly herein otherwise provided.

     "Business Day" means any day other than (a) a Saturday or a Sunday, or (b)
another day on which banking institutions in Chicago, Illinois, or New York, New
York, are authorized or obligated by law, executive order, or governmental
decree to be closed.

     "Closing Date" means the closing date as defined in the Agreement and Plan
of Merger.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Company" means United Stationers Inc., a Delaware corporation, its
successors and assigns.

     "Company Medical Plan" means the Medical Plan Document For United
Stationers Inc. (Plan Document No. 30401A), as may be amended from time to time
by the Company.

     "Consulting Benefits" means, for Spungin, the base salary and consulting
compensation amounts set forth on the Schedule of Benefits.

     "Contract Benefits" means, for any Beneficiary, such Beneficiary's right,
title and interest in and to all amounts, contingent or vested, which have or
may become payable as Consulting Benefits, Severance Benefits, Stay Bonus
Benefits, Transition Services Payment, Transition Benefits, Parachute Indemnity
Benefits, Life Insurance Benefits or Medical Benefits to such Beneficiary.

     "Covered Medical Expenses" means those medical expenses which are
considered deductible under section 213 or any successor provision of the Code
(without regard to any applicable threshold for deductibility).

     "Dependent" means those persons considered to be covered dependents under
the Company Medical Plan.

     "Designated Beneficiaries" means the following Beneficiaries: Joel D.
Spungin and Melvin L. Hecktman. After the resignation, disability or death of
any Designated Beneficiary, such

                                       2

 
Designated Beneficiary's legal representative shall succeed him as one of the
Designated Beneficiaries upon furnishing notice of his legal status to the
Trustee; and if no legal representative of the original Designated Beneficiaries
is willing to serve as a Designated Beneficiary, then 51% or more of all of the
Beneficiaries with surviving Contract Rights shall appoint the Designated
Beneficiaries from time to time by notice to the Trustee.

     "Eligible Investments" means any of the following obligations or
securities, to the extent permitted by law, on which neither the Company nor any
of its affiliates is an obligor:  (a) Government Obligations with a maturity of
not more than 360 days; (b) interest bearing deposit accounts (which may be
represented by certificates of deposit or time deposits) constituting direct
obligations of any Qualifying Institution, which obligations are fully insured
as to principal by either the Bank Insurance Fund or the Savings Association
Insurance Fund, each administered by the Federal Deposit Insurance Corporation
or, if not so insured, are fully collateralized with Government Obligations
(provided, any such Government Obligations must be held by a trustee who is not
the provider of the collateral or by any Federal Reserve Bank or Depositary as
custodian for the institution issuing such deposits, and such trustee shall have
a perfected lien in the Government Obligations serving as collateral, and such
collateral shall be free of all third party liens); and (c) interests in any
money market fund or trust, the investments of which are restricted to
obligations described in clauses (a) or (b) of this definition, provided that
such trust or money market fund is rated at the time of purchase in any of the
two highest rating categories for unit investment trusts or money market funds
by at least two Rating Agencies and may hold a de minimis amount of investments
which are not described in clause (a) or (b) above.

     "Eligible Issuer" means The Chase Manhattan Bank, National Association,
and, if not such bank, then any other depositary institution or trust company
organized under the laws of the United States or any one of the states thereof,
which may include the Trustee and its affiliates, and which at all times has a
rating for investment purposes of not less than "A" or "P-1" by Moody's or "A"
or "A-1" by S&P or "A" or "F-1" by Fitch or a comparable rating by another
Rating Agency, meeting the following criteria: (a) its capital and surplus are
in excess of $200,000,000, (b) its deposits are insured to the full extent
permitted by law by the Federal Deposit Insurance Corporation and (c) it is
subject to supervision and examination by Federal or state authorities. If such
depository institution publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

     "Eligible Trustee" means American National Bank and Trust Company of
Chicago, any institution capable of serving as an Eligible Issuer or any trustee
selected by the Company with the approval of the Designated Beneficiaries.

     "Employment Agreements" means, for any Officer Beneficiary, the employment
agreements, termination agreements and other written agreements between such
Officer Beneficiary and the Company in effect as of February 13, 1995, including
amendments to such agreements, if any, after the consummation of the
contemplated transactions on the Closing Date.

     "Evidence of Payment" means, for purposes of evidencing to the Trustee the
payment or other satisfaction of Contract Benefits, (a) a copy of the Company's
or Beneficiary's cancelled check 

                                       3

 
or other form of verifiable payment in respect of the benefits in question, or
(B) any written waiver signed by a Beneficiary and the Company relating to the
Contract Benefits in dispute.

     "Excise Tax" means the tax imposed by section 4999 or any successor
provision of the Code.

     "Expiration Date" means, for each Officer Beneficiary, the date of
expiration of his Term of Employment, either the date disclosed by the Company
to the Trustee within thirty (30) days after the date of this Agreement, or, if
the Trustee fails to receive such notice, the date which is one (1) year after
the date of this Agreement.

     "Final Determination" means a written binding decision or finding by the
Arbitrator resolving factual or legal disputes concerning an Officer
Beneficiary's entitlement to Stay Bonus Benefits.

     "Fitch" means Fitch Investors Service, a corporation organized and existing
under the laws of the State of Delaware, its successors and their assigns.

     "Government Obligations" means the direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed as to full
and timely payment by the full faith and credit of, the United States of
America.

     "Gross-up Payment" means the gross-up payment as defined in Section 16 of
the Spungin Agreement.

     "Hewson" means Mr. Jeffrey K. Hewson.

     "Life Insurance Benefits" means, for any Beneficiary entitled thereto, the
aggregate amount which such Beneficiary may obtain from the Trustee to pay
premiums required from time to time to be paid to keep the Life Insurance
Policies in full force and effect, as set forth on the Schedule of Benefits.

     "Life Insurance Policies" means, for Spungin and Allen B. Kravis, their
respective split dollar life insurance policies, identified on the Schedule of
Benefits, and the individual conversion policies they may hereafter obtain under
the group term life insurance policy maintained from time to time by the
Company.  For Spungin, Life Insurance Policies shall also mean that certain life
insurance policy, insuring Spungin's life and naming the Company as a
beneficiary, which is intended to fund the survivor benefits to Spungin's spouse
required under section 14(c) of the Spungin Agreement.

     "LOC" means an irrevocable, unconditional letter of credit issued by an
Eligible Issuer, substantially in the form of Schedule 1 hereto, in an amount
equal to the LOC Amount.

     "LOC Amount" means initially $24 million and thereafter the outstanding
amount under the LOC from time to time after giving effect to the provisions of
Sections 3.5 and 3.6.

     "LOC Draw Event" means (a) the Trustee receives written notice or an
opinion of counsel to the effect that there is a threat of a failure of the LOC
Issuer to honor drafts on the LOC presented by the Trustee arising from the
purported subjection of LOC Proceeds to the jurisdiction of any bankruptcy
trustee in proceedings involving the Company or the pending or threatened
insolvency or failure of the LOC Issuer, (b) the occurrence of a Non-Renewal
Event or (c) the 

                                       4

 
Trustee receives written notice or an opinion of counsel to the effect that a
Sale or Merger Transaction has occurred.

     "LOC Issuer" means the depository institution or trust company issuing the
LOC from time to time held by the Trustee pursuant to this Agreement.

     "LOC Proceeds" means the amounts from time to time paid to the Trustee by
the LOC Issuer as a result of draws made on the LOC.

     "LOC Termination Date" means the earliest of (a) the date on which all
Beneficiaries (or the executor, administrator or legal representative of a
Beneficiary who has become incompetent, disabled or died) with surviving
Contract Rights have delivered to the Trustee waivers of their rights as
Beneficiaries in the form of Schedule 2 hereto, or (b) the date which is thirty
(30) days after the Company's Accountant delivers an audited consolidated
balance sheet (as filed with the Securities and Exchange Commission or as
otherwise distributed to the stockholders of the Company) to the Trustee for the
Company's two (2) most recent fiscal years, prepared in accordance with
generally accepted accounting principles consistently applied with past
practices of the Company, showing that the stockholders' equity of the Company
(excluding the value of any preferred stock or treasury shares) in each of such
years was at least $250 million, (c) the date, occurring after the date of death
of the last surviving Beneficiary known to the Trustee, on which no notice of
any Unpaid Claim has been submitted to the Trustee by any Beneficiary then
entitled to request a draw on the LOC in respect of such Unpaid Claim or (d) the
date which is thirty (30) years after the date of this Agreement.

     "Managing Beneficiaries" shall have the meaning set forth in Section
3.8(b).

     "Marilyn" means Marilyn G. Spungin.

     "Medical Benefits" means the benefits to be provided to the Officer
Beneficiaries pursuant to Section 3.1(f) hereof and to Spungin, Marilyn and/or
Barbara Savage pursuant to Section 3.1(g) hereof.

     "Moody's" shall mean Moody's Investors Service, Inc., a corporation
organized and existing under the laws of the State of Delaware, its successors
and their assigns.

     "Non-Renewal Event" means, in the event that the LOC Issuer gives notice
that it is unwilling to permit the automatic, annual renewal of the LOC at the
LOC Amount then required by the Trustee pursuant to Section 3.5 hereof or is
otherwise intending to terminate its obligations under the LOC, or in the event
that the LOC Issuer fails to remain qualified as an Eligible Issuer, the failure
of the Company to provide to the Trustee a new LOC issued by an Eligible Issuer,
substantially in the form of the old LOC at the LOC Amount then required by the
Trustee pursuant to Section 3.5 hereof, at least thirty (30) days prior to the
stated expiration date of the old LOC (in case of threatened non-renewal) or
within sixty (60) days after the LOC Issuer fails to qualify as an Eligible
Issuer.

     "Officer Beneficiaries" means the Beneficiaries identified as such on the
Schedule of Benefits.

                                       5

 
     "Officer Medical Beneficiaries" means the Beneficiaries identified as such
on the Schedule of Benefits.

     "Parachute Indemnity Benefits" means the payment of the Gross-Up Payment to
Spungin and, if pursuant to the Spungin Agreement the Company undertakes the
defense or settlement of any assessment or threatened assessment by the Internal
Revenue Service of the Excise Tax, the indemnification and hold harmless of
Spungin against all liabilities and other amounts as set forth in Section 16 of
the Spungin Agreement sustained by Spungin as a result of or arising out of or
by virtue of the Company's undertaking.

     "Parachute Reservation" means the sum of Two Million Nine Hundred Seven
Thousand Dollars ($2,907,000) reserved in the LOC Amount to ensure payment of
Parachute Indemnity Benefits.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust or
unincorporated organization.

     "Plan of Liquidation" means a plan (including by operation of law) that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously) (a) the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the referent Person otherwise than as an entirety or substantially as an
entirety and (b) the distribution of all or substantially all of the proceeds of
such sale, lease, conveyance or other disposition and all or substantially all
of the remaining assets of the referent Person to the holders of the capital
stock, shares, interests, participations, rights in or other equivalents of the
referent Person.

     "Rating Agency" shall mean Fitch or Moody's or S&P, or any other recognized
national credit rating agency of comparable standing, which provides a rating
for any specified Investment Securities or Qualifying Institution.

     "Register" means the list to be maintained by the Trustee containing the
names, mailing addresses and telephone numbers of the Beneficiaries, their
spouses and dependents.

     "Reinvestment Income" means any interest or other earnings earned on all or
part of the Trust Estate.

     "Retiree Beneficiaries" means the Beneficiaries identified as such on the
Schedule of Benefits.

     "Retiree Medical Beneficiaries" means the Beneficiaries identified as such
on the Schedule of Benefits.

     "Sale or Merger Transaction" means a single transaction or series of
transactions pursuant to which the Company consolidates or merges with or into
any Person, or sells, assign, transfers, leases, conveys or otherwise disposes
of (or causes or permits any of the Company's Subsidiaries to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of the
Company's and its Subsidiaries' assets (determined on a consolidated basis) to
any Person, or adopts a Plan of Liquidation and, as a result of such transaction
or series of transactions: (a) the 

                                       6

 
Company is not the surviving or continuing corporation or (b) the Person (if
other than the Company) formed by such consolidation or into which the Company
is merged or the Person who acquires by conveyance, transfer or lease the
properties of the Company substantially as an entity or, in the case of a Plan
of Liquidation, or Person to which assets of the Company have been transferred,
is not a corporation organized and validly existing under the laws of the United
States of America or any State thereof and/or fails to expressly assume, by
written instrument (in form and substance satisfactory to the Designated
Beneficiaries), executed and delivered to the Trustee, the due and punctual
payment of all obligations and performance of all covenants under the Spungin
Agreement, the Employment Agreements, the Company Medical Plan and this Trust
Agreement on the part of the Company to be performed and observed. For purposes
of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or series of transactions) of all or substantially all of the
assets of one or more of the Subsidiaries of the Company, the capital stock of
which constitutes all or substantially all of the assets of the Company, shall
be deemed to be a transfer of all or substantially all of the assets of the
Company.

     "S&P" shall mean Standard & Poor's Corporation, a corporation organized and
existing under the laws of the State of New York, its successors and their
assigns.

     "Schedule of Benefits" means the schedule attached as Schedule 3 hereto.

     "Severance Benefits" means, for each Retiree Beneficiary, those amounts
which are due and owing from the Company to such Retiree Beneficiary, as set
forth on the Schedule of Benefits.

     "Stay Bonus Benefits" means, for each Officer Beneficiary, those amounts
which may become due and owing from the Company to such Officer Beneficiary,
as set forth on the Schedule of Benefits.

     "Stay Bonus Start Date" means, for each Officer Beneficiary, the earlier of
(a) the Expiration Date or (b) the date on which an Officer Beneficiary gives
notice to the Trustee in the form of Schedule 4 (or Schedule 4A in the case of
Hewson) hereto, unless such date is contested by the Company, as provided in
Section 3.1(b) and (c) hereof, in which event the Stay Bonus Start Date shall be
determined as provided by the Final Determination, except that Hewson may
advance his Stay Bonus Start Date by giving notice to the Trustee as provided in
Section 3.1(c)(v).

     "Spungin" means Mr. Joel D. Spungin.

     "Spungin Agreement" means the Amended and Restated Employment and
Consulting Agreement dated as of April 15, 1993 by and among the Company, United
Stationers Supply Co. and Spungin, as further amended as of February 13, 1995.

     "Subsidiary" of any Person means (a) a corporation a majority of whose
Voting Stock is at the time, directly or indirectly, owned by such Person, by
one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person or (b) any other Person (other than a corporation)
in which such Person, a Subsidiary of such Person or such Person and one or more
Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, have at least a majority ownership interest.

                                       7

 
     "Term of Employment"  has the meaning, for each Officer Beneficiary, set
forth in his respective Employment Agreement.

     "Transition Benefits" means the benefits to be provided to Retiree Medical
Beneficiaries and Officer Medical Beneficiaries pursuant to Section 3.1(e)
hereof, as set forth on the Schedule of Benefits.

     "Transition Services Payment" means, for Hewson, the payment identified as
such on the Schedule of Benefits.

     "Trust" means the USI Employee Benefits Trust established pursuant to the
terms of this Agreement.

     "Trust Account" means the trust account established by the Trustee pursuant
to Section 2.4(a) hereof.

     "Trust Funds" means, at any time, the amount of funds in the Trust Account
including any Reinvestment Income thereon.

     "Unpaid Claim" means, for any Beneficiary, a Contract Benefit which has
become due and owing to such Beneficiary.

     "Voting Stock" means, with respect to any Person, securities of any class
or classes of capital stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members of the
board of directors of other governing body of such Person.


                                   ARTICLE II

                          TRUST ESTATE; BANK ACCOUNTS
                          ---------------------------

     SECTION 2.1    Declaration of Irrevocable Trust.
                    -------------------------------- 

     The Trust created hereby is irrevocable.  The Company hereby waives,
releases and discharges all right, power and authority to revoke this Agreement
and the Trust hereby created, or to amend or supplement its terms, except as
expressly provided for in Section 6.4 hereof. The Trustee hereby declares that,
in accordance with the provisions hereof, the Trustee shall hold, manage, invest
and distribute all of the assets now or hereafter constituting the Trust Estate
in trust for the benefit of the Beneficiaries and shall perform the duties
herein required to the best of its ability to the end that the interests of the
Beneficiaries may be adequately and effectively protected.

     SECTION 2.2    The LOC.
                    ------- 

     The Trustee acknowledges its acceptance, simultaneously with the execution
and delivery of this Agreement, of the LOC and declares that it will hold the
LOC and the balance of the Trust Estate for the benefit of the Beneficiaries in
accordance with the provisions hereof.  The Trust Estate shall consist of all of
the following: (a) all rights and benefits accruing to the Trust under this

                                       8

 
Agreement and the LOC; (b) all amounts from time to time on deposit in the Trust
Account and Payment Accounts (as defined in Section 2.4(a) below); (c) all
Reinvestment Income; and (d) all proceeds of the foregoing.

     SECTION 2.3    Conservation of Trust Estate.
                    ---------------------------- 

     The Trustee shall have no power to vary or sell the rights, privileges and
assets constituting the Trust Estate or to carry on any business involving such
assets.  The rights and duties specified for the Trustee herein are granted
solely for the purpose of protecting and conserving the assets constituting the
Trust Estate.

     SECTION 2.4    Trust Account and Payment Accounts.
                    ---------------------------------- 

     (a) On or before the Closing Date, the Trustee shall open and maintain a
trust account for the receipt of LOC Proceeds and Reinvestment Income (the
"Trust Account").  On or before the date that funds will be deposited in, and
for as long as funds remain in, the Trust Account, the Trustee shall open and
maintain separate trust accounts, each designated to a particular Beneficiary
(individually, a "Payment Account" and collectively, the "Payment Accounts").

     (b) The Trust Account and Payment Accounts shall be maintained in the name
of, and at the sole control of, the Trustee for the benefit of the
Beneficiaries.  The Trustee shall hold all amounts deposited into the Trust
Account and Payment Accounts under this Agreement for the benefit of the
Beneficiaries until distribution of any such amounts is accomplished under this
Agreement.  The amounts on deposit in the Trust Account and Payment Accounts (i)
may be maintained as subaccounts of a single master or concentration account if
required or deemed appropriate by the Trustee for investment, administrative or
settlement purposes and (ii) may be commingled for investment, administrative or
settlement purposes so long as the amounts required to be on deposit in such
subaccounts are credited to the proper subaccounts.


                                  ARTICLE III

                         DRAWS ON LOC AND DISTRIBUTIONS
                         ------------------------------

     SECTION 3.1    Benefits Directly Paid by the Trustee.
                    ------------------------------------- 

     (a) With respect to the Severance Benefits payable to Retiree
Beneficiaries, the Trustee shall draw on the LOC, five (5) Business Days prior
to the first day of _____, 1995 [insert first day of month following the Closing
Date] and the first day of each month thereafter, in an amount sufficient to pay
the Severance Benefits due to such Beneficiaries on the first day of each
ensuing month until all such Severance Benefits are made.  After drawing on the
LOC to accomplish such payments, the Trustee shall immediately deposit the LOC
Proceeds in the Trust Account, transfer the sums due to each Retiree Beneficiary
to such Beneficiary's Payment Account and then distribute to the Retiree
Beneficiaries the amounts in their respective Payment Accounts.

     (b)  (i)  The Company shall deliver to the Trustee, within thirty (30) days
after the date of this Agreement, a notice listing all of the Officer
Beneficiaries and their respective Expiration Dates.  If, for any Officer
Beneficiary, such Expiration Date is not designated by the 

                                       9

 
Company within thirty (30) days after the date of this Agreement, then the
Expiration Date for such Officer Beneficiary shall be date which is the first
anniversary of the date of this Agreement.

          (ii) Any Officer Beneficiary may submit a notice in the form of
Schedule 4 hereto, except that Hewson shall submit his notice in the form of
Schedule 4A hereto (in each case, the "Start Notice") to the Trustee either
claiming the commencement of his Stay Bonus Benefits or seeking his Base Salary
Payment. Within ten (10) days after the receipt thereof, the Trustee shall
furnish a copy thereof to the Company.

          (iii) If the Start Notice seeks payment of the Base Salary Payment,
the Trustee shall draw on the LOC in an amount equal to three times the Base
Salary Payment set forth on the Schedule of Benefits for such Officer
Beneficiary (other than Hewson). After drawing on the LOC to accomplish such
payment, the Trustee shall promptly deposit the LOC Proceeds in the Trust
Account, transfer the sums due to the Officer Beneficiary to his Payment Account
and then distribute to the Officer Beneficiary the amount in his Payment
Account.

     (c)  (i)  If the Start Notice of any Officer Beneficiary seeks payment of
Stay Bonus Benefits, then the Company, within ten (10) days after service of
such notice, may deliver a notice to the Trustee in the form of Schedule 5
hereto ("Dispute Notice") disputing that the Stay Bonus Start Date should be the
date set forth in the Start Notice.

          (ii) If the Trustee receives a Dispute Notice for any Officer
Beneficiary other than Hewson, the Trustee shall promptly draw on the LOC in an
amount equal to the three times the Base Salary Payment set forth on the
Schedule of Benefits for such Officer Beneficiary. After drawing on the LOC to
accomplish such payment, the Trustee shall promptly deposit the LOC Proceeds in
the Trust Account, transfer the sums due to the Officer Beneficiary to his
Payment Account and then distribute to the Officer Beneficiary the amount in his
Payment Account.

          (iii) If, after delivering a Dispute Notice for any Officer
Beneficiary other than Hewson, the Company does not deliver a Final
Determination to the Trustee within ninety (90) days after the date of
termination of the Officer's Term of Employment specified in the Start Notice,
then as to any Officer Beneficiary except Hewson, on the first day of the month
following the month in which such 90th day occurs, the Trustee shall draw on the
LOC in an amount equal to the portion of the Officer Beneficiary's Stay Bonus
Benefits which would have been paid from the date of termination of the Term of
Employment through such 90th day (assuming that the Stay Bonus Start Date had
been advanced to the date of termination of the Term of Employment), reduced by
the amount, if any, by which three times the Base Salary Payment exceeds the
amount of salary (based on one month's salary being equal to the Base Salary
Payment) which the Officer Beneficiary would have received after the date of
termination of the Term of Employment, if the Term of Employment had not been
terminated prior to its expiration. Thereafter, the Trustee shall draw on the
LOC five (5) Business Days prior to the first day of each ensuing month in an
amount sufficient to pay the Stay Bonus Benefits due to such Officer Beneficiary
on the first day of the month after each such draw until all such Stay Bonus
Benefits are made; provided, however, if the Company shall deliver to the
Trustee a Final Determination that the termination of the Term of Employment was
without good reason or for cause, as the case may be applicable, the Trustee
shall promptly refrain, as directed by the Final Determination, from making all
or any portion of the remaining payments of Stay Bonus Benefits shown to be due
to such Officer Beneficiary in the Schedule of Benefits.

                                      10

 
          (iv) If the Trustee receives a Dispute Notice concerning Hewson, the
Trustee shall draw on the LOC, in an amount equal to the Base Salary Payment set
forth on the Schedule of Benefits for Hewson, five (5) Business Days prior to
(a) the first day of the month after the month in which the Dispute Notice is
received and (b) the first day of each ensuing month, until a Final
Determination is delivered to the Trustee. After drawing on the LOC to
accomplish such payment, the Trustee shall promptly deposit the LOC Proceeds in
the Trust Account, transfer the sums due to Hewson to his Payment Account and
then distribute to Hewson the amount in his Payment Account.

          (v) If, however, Hewson gives notice to the Trustee in the form of
Schedule 6 hereto of his termination of the Term of Employment prior to the date
that the dispute is finally determined, then, on the first day of the month
following the month in which Hewson gives his notice, the Trustee shall draw on
the LOC, in an amount equal to Hewson's Stay Bonus Benefits which would have
been paid from the date of termination of the Term of Employment through the
date of his notice to the Trustee (assuming that his Stay Bonus Start Date had
been advanced to the date of termination of the Term of Employment). Thereafter,
the Trustee shall draw on the LOC five (5) Business Days prior to the first day
of each ensuing month in an amount sufficient to pay the Stay Bonus Benefits due
to Hewson on the first day of the month after each such draw until all such Stay
Bonus Benefits are made; provided, however, if the Company shall deliver to the
Trustee a Final Determination that the termination of the Term of Employment was
without good reason or for cause, as the case may be applicable, the Trustee
shall promptly refrain, as directed by the Final Determination, from making all
or any portion of the remaining payments of Stay Bonus Benefits shown to be due
to Hewson in the Schedule of Benefits.

          (vi) If Hewson shall deliver to the Trustee an estimate from his
Accountant concerning an acceleration of Hewson's Stay Bonus Benefits in order
to offset a proposed assessment from the Internal Revenue Service for the Excise
Tax on account of any payments made to Hewson under his Employment Agreement,
then the Trustee shall restate the schedule of Hewson's Stay Bonus Benefits in
accordance with the instruction of Hewson's Accountant and thereafter draw on
the LOC to make distributions of Stay Bonus Benefits to Hewson in accordance
with such revised schedule.

     (d)  (i)  The Trustee shall draw on the LOC, five (5) Business Days prior
to the date which is one hundred eighty (180) days after the date of this
Agreement in an amount equal to the Transition Services Payment.  The Trustee
shall promptly deposit the LOC Proceeds in the Trust Account, transfer such
amount to Hewson's Payment Account and then distribute the funds in Hewson's
Payment Account to Hewson.

          (ii) Subject to the provisions of Section 3.1(b) and (c), the Trustee
shall draw on the LOC, five (5) Business Days prior to the Stay Bonus Start Date
and the first day of each ensuing month, in an amount sufficient to pay the Stay
Bonus Benefits due to each Officer Beneficiary on the first day of the month
after each such draw until all such Stay Bonus Benefits are made. After drawing
on the LOC to accomplish such payments, the Trustee shall promptly deposit the
LOC Proceeds in the Trust Account, transfer the sums due to each Officer
Beneficiary to such Officer Beneficiary's Payment Account and then distribute to
each Officer Beneficiary the amount in his respective Payment Account. If the
Company and the Officer Beneficiary shall amend the amount or timing of payments
in respect of Stay Bonus Benefits under such Officer

                                      11

 
Beneficiary's Employment Agreement, they may jointly so advise the Trustee, in
which event the Trustee shall make the corresponding changes on the Schedule of
Benefits.

     (e) If the Designated Beneficiaries give written notice to the Trustee that
the Company Medical Plan has been terminated, or coverage for Retiree Medical
Beneficiaries or Officer Medical Beneficiaries has ceased, then the Trustee
shall draw on the LOC five (5) Business Days prior to the first day of the month
following the month in which the Company Medical Plan terminates or coverage
ceased (the "Plan Termination Date") and the first day of each ensuing month in
an amount sufficient to pay to the Beneficiaries, listed on the Schedule of
Benefits as entitled to Transition Benefits, the monthly Transition Benefits up
to the applicable amount shown in the Schedule of Benefits for each such
Beneficiary, for the period commencing on the Plan Termination Date and ending:
in the case of Retiree Medical Beneficiaries, on the first to occur of (i) the
later of the date such Beneficiary or spouse of such Beneficiary attains age
sixty-five (65), or (ii) in the event of the death of such Retiree Medical
Beneficiary, the date the spouse of such Retiree Medical Beneficiary attains age
sixty-five (65), or (iii) the end of the eighteen (18) month period commencing
on the Plan Termination Date, and, in the case of Officer Medical Beneficiaries,
on the first to occur of (i) the later of the date such Officer Medical
Beneficiary or spouse of such Officer Medical Beneficiary attains age sixty-five
(65), or (ii) in the event of the death of such Beneficiary, the date the spouse
of such Officer Medical Beneficiary attains age sixty-five (65), or (iii) the
end of the eighteen (18) month period commencing on the Plan Termination Date,
or (iv) December 31, 1998.

     (f) If the Company Medical Plan has been terminated or coverage for any
Officer Medical Beneficiary has ceased, any Officer Medical Beneficiary may
submit medical bills or seek to be reimbursed for Covered Medical Benefits, by
delivery of copies of the medical bills or Evidence of Payment to the Trustee,
subject to the following terms and conditions:

          (i) such Officer Medical Beneficiary (or any of his covered Dependents
     as of the termination of the Company Medical Plan), whichever is seeking
     reimbursement for Covered Medical Expenses, if covered by a medical plan
     maintained by the then current employer of such Officer Medical Beneficiary
     or a medical plan maintained by the employer of the spouse of such Officer
     Medical Beneficiary, has exceeded the lifetime maximum benefit provided in
     such plan;

          (ii) payment or reimbursement for such claims submitted by the Officer
     Medical Beneficiary shall not exceed the lesser of the following amounts:

               a.   a maximum of $300,000 for the Officer Medical Beneficiary
                    (and all covered Dependents of such Officer Medical
                    Beneficiary as of the termination of the Company Medical
                    Plan or the date of cessation of coverage under the Company
                    Medical Plan); or

               b.   an amount which exceeds $700,000 (on an aggregate basis) for
                    the entire Officer Medical Beneficiary group (including all
                    covered Dependents of such Officer Medical Beneficiary group
                    as of the termination of the Company Medical Plan or date of
                    cessation of coverage); and

                                      12

 
          (iii)  payment or reimbursement for such claims by the Officer Medical
     Beneficiaries shall be made for the period commencing on the date the
     Company Medical Plan terminates and ending on the first to occur of:

               a.   the later of the date such Officer Medical Beneficiary or
                    spouse of such Officer Medical Beneficiary attains age
                    sixty-five (65);

               b.   in the event of the death of the Officer Medical
                    Beneficiary, the date the spouse of such Officer Medical
                    Beneficiary attains age sixty-five (65);

               c.   the end of the eighteen (18) month period commencing on the
                    Plan Termination Date or date of cessation of coverage; or

               d.   December 31, 1998.

     (g) The Trustee shall draw on the LOC from time to time in such amount as
will pay the cost of premiums for primary medical insurance policies for Barbara
Savage, Spungin and Marilyn, in case the Company Medical Plan has been
terminated or any of them cease to be eligible under the Company Medical Plan,
until each such Beneficiary shall have become eligible for Medicare, and
thereafter the Trustee shall draw on the LOC from time to time in such amount as
will pay the premiums on any medical insurance policies which are supplemental
to Medicare for the rest of their respective lives, up to maximum benefit for
such premiums as set forth on the Schedule of Benefits; provided, however, if
prior to Marilyn's or Spungin's becoming eligible for Medicare, the Company has
not maintained a health insurance conversion policy, then the Trustee, upon
request therefor by Spungin or Marilyn, shall draw on the LOC in the amount of
$242,701 (in the aggregate for Spungin and Marilyn and without regard to the
payment of premiums), deposit the LOC Proceeds in the Trust Account, transfer
funds in such amount to the Payment Account of Spungin or Marilyn, as
applicable, and distribute the funds in such Payment Account to Spungin or
Marilyn, as applicable, and, this payment shall be separate and in addition to
any amounts distributable to them in the remaining provisions of this Section
3.1(g). The Trustee shall also draw on the LOC from time to time in such amount
as will pay the premiums on any medical insurance policies for Thelma Hecktman
which are supplemental to Medicare for the rest of her life, up to maximum
benefit for such premiums as set forth on the Schedule of Benefits. After
drawing on the LOC to accomplish such payments, the Trustee shall immediately
deposit the LOC Proceeds in the Trust Account, transfer the sums due to these
Beneficiaries to their respective Payment Accounts and then distribute to these
Beneficiaries the amount in their respective Payment Accounts. In addition, if
the Company Medical Plan has been terminated, Barbara Savage, Spungin and
Marilyn may submit invoices or seek to be reimbursed for Covered Medical
Benefits, by delivery of copies of the invoices or Evidence of Payment to the
Trustee, subject to the following terms and conditions:

          (i) Barbara Savage, Spungin or Marilyn, as the case may be, whichever
     is seeking reimbursement for Covered Medical Expenses, if covered by a
     medical insurance policy, has exceeded the lifetime maximum benefit
     provided in such policy;

          (ii) reimbursement for such claims shall not exceed (A) in the case of
     Barbara Savage, a lifetime maximum of $1 million and (B) in the case of
     Spungin and Marilyn, a lifetime maximum of $1 million each.

     (h) The Designated Beneficiaries shall identify to the Trustee the names of
all Dependents following a termination of the Company Medical Plan in order that
the Trustee may apply the foregoing provisions of Sections 3.1(f) and (g).  To
demonstrate eligibility for distributions under Sections 3.1(f) or (g), a
Beneficiary may be required to certify to the Trustee whether such Beneficiary
is covered by a medical insurance plan or policy and has exceeded a lifetime
maximum benefit thereunder.  The Company and/or the Designated Beneficiaries
shall advise the Trustee of 

                                      13

 
the Plan Termination Date. The Trustee shall be entitled to rely on such
certification but shall request such additional confirmation as the Designated
Beneficiaries shall deem appropriate and communicate to the Trustee in writing.
Any Beneficiary desiring to submit medical bills or Evidence of Payment to the
Trustee shall attach such items to a notice in the form of Schedule 7 hereto.
Upon receipt of any notice accompanied by medical bills or Evidence of Payment
in respect of Covered Medical Expenses for which the terms and conditions stated
in Section 3.1(f) or (g) above are satisfied, the Trustee shall promptly draw on
the LOC in an amount sufficient to pay the amount of the Covered Medical
Expenses set forth in the Beneficiary's claim. After drawing on the LOC to
accomplish such payment, the Trustee shall promptly deposit the LOC Proceeds in
the Trust Account, transfer the sums due to the Beneficiary to his Payment
Account and then distribute to the Beneficiary the amount in his Payment
Account.

     SECTION 3.2    Parachute Indemnity Benefits.
                    ---------------------------- 

     (a) If Spungin shall receive notice of a proposed assessment from the
Internal Revenue Service for the Excise Tax, he shall deliver a notice to the
Trustee, in the form of Schedule 8 hereto, accompanied by a schedule prepared by
Spungin's Accountant estimating the amount of the Gross-Up Payment.  The
Trustee, within ten (10) days after receipt of such notice and schedule
(collectively, the "Request for Indemnity"), shall furnish a copy thereof to the
Company.

     (b) If, within thirty (30) days after service of the Request for Indemnity,
the Company deposits with the Trustee a fully executed, original indemnity
agreement between the Company and Spungin in the form of Schedule 9 hereto (the
"Spungin Indemnity Agreement"), then the Parachute Reservation shall limit
reductions in the LOC Amount pursuant to Section 3.5(b) hereof.  If Spungin at
any time thereafter shall tender a notice to the Trustee in the form of Schedule
10 hereto (the "Parachute Notice"), then the Trustee, within ten (10) days after
service of such notice, shall furnish a copy thereof to the Company.  Unless the
Company, within thirty (30) days after service of the Trustee's notice, has
delivered to the Trustee a signed release from Spungin in the form of Schedule
11 hereto, then on the thirty-first (31st) day after service of the Trustee's
notice (or the first Business Day thereafter if such day is not a Business Day),
the Trustee shall draw on the LOC (if the LOC has not previously been drawn in
full) in the amount requested by Spungin in the Parachute Notice up to the
Parachute Reservation and deposit the LOC Proceeds in the Trust Account. The
Trustee shall promptly transfer funds in such amount from the Trust Fund to
Spungin's Payment Account and distribute the funds in Spungin's Payment Account
to Spungin. Upon such distribution to Spungin, the Parachute Reservation shall
cease to limit reductions in the LOC Amount.

     (c) If, within thirty (30) days after service of the Request for Indemnity,
the Company fails to deposit with the Trustee a fully executed, original
counterpart of the Spungin Indemnity Agreement, then, on the thirty-first (31st)
day after service of the Request for Indemnity (or the first Business Day
thereafter if such day is not a Business Day), the Trustee shall draw on the LOC
(if the LOC has not previously been drawn in full) in an amount equal to the
estimated Gross-Up Payment shown in the Request for Indemnity and deposit the
LOC Proceeds into the Trust Account, but in no event shall the Trustee draw on
the LOC, in respect of the Gross-Up Payment, a sum greater than the Parachute
Reservation.  The Trustee shall promptly transfer funds, equal in amount to the
amount of LOC Proceeds drawn in respect of the Gross-up Payment, from the Trust
Account to the Spungin's Payment Account and distribute the funds in Spungin's
Payment 

                                      14

 
Account to Spungin. Upon such distribution to Spungin, the Parachute Reservation
shall cease to limit reductions in the LOC Amount.

     SECTION 3.3    Spungin's Consulting Benefits.
                    ----------------------------- 

     The Trustee shall draw on the LOC, five (5) Business Days prior to the
first day of _____, 1995 [insert first day of month following Closing Date] and
the first day of each month thereafter, in an amount sufficient to pay the
Consulting Benefits due to Spungin on the first day of each ensuing month until
all such Consulting Benefits are made.  After drawing on the LOC to accomplish
such payments, the Trustee shall promptly deposit the LOC Proceeds in the Trust
Account, transfer the sums due to Spungin to his Payment Account and then
distribute to Spungin the amounts in his Payment Account.  If the Company and
Spungin amend the payment schedule for his Consulting Benefits and jointly
notify the Trustee, the Trustee shall make corresponding changes to the Schedule
of Benefits and adjust the draws made on the LOC to pay Consulting Benefits in
accordance with such changes.

     SECTION 3.4    Life Insurance Benefits.
                    ----------------------- 

     The Trustee shall draw on the LOC in a timely manner and in an amount
sufficient to pay the premiums on each Life Insurance Policy before the same
become delinquent.  After such draw on the LOC, the Trustee shall deposit the
LOC Proceeds in the Trust Account of Spungin or Kravis, as applicable, and then
transfer from the Trust Account to their respective Payment Accounts the amounts
each requires to pay the premiums on their respective Life Insurance Policies,
up to the maximum amount set forth on the Schedule of Benefits, and, in the case
of Kravis, limited to the period ending on the fourth anniversary of the Closing
Date.

     SECTION 3.5    Reductions to the LOC Amount.
                    ---------------------------- 

     (a) The initial amount of the LOC shall be $24 million and shall reduce by
the amount of any draws on the LOC.

     (b) Effective as of ____________________[insert date which is the first
Business Day after the third anniversary of the date of this Agreement], the
Trustee shall instruct the LOC Issuer to reduce the LOC Amount by the amount
which (a) the total Stay Bonus Benefits shown on the Schedule of Benefits for
Officer Beneficiaries other than Hewson exceed (b) the actual amount of Stay
Bonus Benefits previously distributed by the Trustee to Officer Beneficiaries
other than Hewson pursuant to the terms of this Agreement.

     (c) Effective as of ____________________[insert date which is the first
Business Day after the fourth anniversary of the date of this Agreement], the
Trustee shall instruct the LOC Issuer to reduce the LOC Amount by the amount
which (a) the total Stay Bonus Benefits shown on the Schedule of Benefits for
all Officer Beneficiaries exceed (b) the actual amount of Stay Bonus Benefits
previously distributed by the Trustee to all Officer Beneficiaries pursuant to
the terms of this Agreement.

                                      15

 
     (d) Effective as of ____________________[insert date which is beyond any
applicable liability for the Excise Tax], provided no defense of a proposed
assessment of liability for the Excise Tax is then pending, the Trustee shall
instruct the LOC Issuer to reduce the LOC Amount by the amount of the Parachute
Reservation (unless still required under Section 3.2 hereof), as set forth on
the Schedule of Benefits.

     (e) Notwithstanding the provisions of Sections 3.5(b), (c) and (d), at such
time as a reduction in the LOC is otherwise permitted, if the Designated
Beneficiaries have given notice to the Trustee on or before such date under
Section 5.10(f) hereof, or if the Trustee shall have drawn on the LOC to obtain
payment of its fees and expenses, then the Trustee shall offset the reduction
otherwise permitted in Sections 3.5(b), (c) and (d) by the amount claimed by the
Designated Beneficiaries in such Section 5.10(f) notice and by the amount of the
Trustee's draws on the LOC for payment of the Trustee's fees and expenses.

     (f) Effective as of the LOC Termination Date, the Trustee shall instruct
the LOC Issuer to reduce the LOC Amount to zero and shall cancel the LOC and
return it to the LOC Issuer.

     SECTION 3.6  LOC Draw Event.
                  -------------- 

     If an LOC Draw Event shall occur, the Trustee shall draw on the LOC prior
to its stated expiration date and as soon as possible if the Trustee has been
notified there is a reasonable basis to conclude that a delay in drawing on the
LOC might result in the draw being dishonored by the LOC Issuer.  After a draw
of the outstanding LOC Amount, the Trustee shall deposit the LOC Proceeds in the
Trust Account. The Trustee shall allocate the LOC Proceeds among all
Beneficiaries entitled to receive distributions in accordance with the
provisions of Section 3.7 hereof, except that for purposes of applying Section
3.7, all Severance Benefits, Transition Services Payment, Stay Bonus Benefits
and Consulting Benefits which could become due and payable shall be deemed
immediately due and payable, and the amount of the estimated Gross-up Payment
for Spungin shall also be deemed due and payable if the Internal Revenue Service
has asserted that all or a portion of the Consulting Benefits are subject to the
Excise Tax.  The Trustee shall then transfer funds from the Trust Account to
each Beneficiary's Payment Account in an amount equal to such Beneficiary's
share determined in the foregoing manner and then distribute the funds in the
Payment Accounts to the Beneficiaries thereof. Any Trust Funds remaining after
the distributions in respect of the foregoing Contract Benefits and which are
not then distributable to Beneficiaries for contingent Contract Benefits (i.e.,
Parachute Indemnity Benefits (if no proposed assessment is pending), Transition
Benefits and Medical Benefits) shall remain in the Trust Account, invested in
Eligible Investments, until otherwise disposed of in accordance with the terms
hereof.

     SECTION 3.7  Insufficiency of Trust Estate.
                  ----------------------------- 

     (a) The Trustee shall attempt to make all distributions of Trust Funds in
accordance with the procedures set forth in this Agreement.  If at any time the
Trustee, after making all permitted draws on the LOC, is unable to pay from
Trust Funds all amounts which have become payable to Beneficiaries or other
parties (by decision of the Arbitrator or otherwise as herein provided), then
the remaining Trust Funds shall be paid in the following order of priority:

          (i) first, in respect of Consulting Benefits, Parachute Indemnity
     Benefits, Severance Benefits, Transition Services Payment and Stay Bonus
     Benefits, to the 

                                      16

 
     Beneficiaries entitled to payment, pro rata among such Beneficiaries in
     proportion to their respective Unpaid Claims;

          (ii) second, in respect of Life Insurance Benefits, to Spungin;

          (iii)  third, in respect of Life Insurance Benefits, to Allen B.
     Kravis;

          (iv) fourth, in respect of Medical Benefits and Transition Benefits,
     to all Beneficiaries then entitled to payment, pro rata among such
     Beneficiaries in proportion to their respective Unpaid Claims.

     (b) Notwithstanding anything to the contrary which may be inferred from the
terms of this Agreement, no draw on the LOC shall be required as a condition for
the transfer of funds from the Trust Account to the Payment Account of any
Beneficiary, if the entire LOC Amount has previously been drawn; and, in such
event, the Trustee shall make transfers of Trust Funds already in the Trust
Account to any Payment Account to pay Contract Benefits which have become due
and payable.

     SECTION 3.8    Remedies If Draw is Dishonored.
                    ------------------------------ 

     (a) In case any draw on the LOC is dishonored, the Trustee, after being
indemnified as provided in subparagraph (b) below, shall proceed to protect and
enforce its rights and the rights of the Beneficiaries under this Agreement by a
suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee or the Beneficiaries.

     (b) In case any draw on the LOC is dishonored, those Beneficiaries desiring
the Trustee to take action to enforce and conserve the Trust Estate, shall offer
to provide the Trustee such reasonable indemnity as the Trustee may require
against the costs, expenses, and liabilities to be incurred (as estimated by the
Trustee) by instituting any suit, action, or proceeding in equity or at law upon
or under or with respect to the LOC. Each such Beneficiary shall subscribe for
the estimated costs, expenses and liabilities likely to be incurred by the
Trustee in the ratio which its share of any expected recovery bears to the
entire recovery, as agreed among such Beneficiaries, or in the absence of such
agreement, as decided by the Trustee in its discretion without liability of any
kind to the Beneficiaries for such decision. Upon establishing the pro rata
shares for the Trustee's indemnity and the payment of any amounts or furnishing
of such security as may be required by the Trustee, such Beneficiaries shall
constitute the "Managing Beneficiaries", each with a vote in proportion to its
subscribed share of the Trustee's indemnity (all votes totalling 100%). Actions
of the Trustee authorized by the Managing Beneficiaries shall require a 51% vote
of the Managing Beneficiaries.

     (c) In case any draw on the LOC is dishonored, the Managing Beneficiaries
with aggregate votes of 51% or more shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that, subject to Section 5.1, the Trustee shall have the 

                                      17

 
right to decline to follow any direction if the Trustee, being advised by
counsel, determines that the action so directed may not lawfully be taken, or if
the Trustee in good faith determines that the action so directed would be
illegal or involve it in personal liability or be unduly prejudicial to the
rights of Beneficiaries not parties to such direction; and provided further that
nothing in this Agreement shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by the Managing Beneficiaries.


                                   ARTICLE IV

                             ACCOUNTING AND REPORTS
                             ----------------------

     SECTION 4.1    Investment of Trust Funds.
                    ------------------------- 

     The Trustee shall invest any funds deposited in the Trust Account in
Eligible Investments in such manner as will most conveniently ensure access to
Trust Funds when needed for distributions, as directed in writing by the
Designated Beneficiaries.  The Trustee shall have no duty to maximize investment
returns.

     SECTION 4.2    Trustee's Reports to Designated Beneficiaries.
                    --------------------------------------------- 

     Within thirty (30) days after the end of each calendar year, the Trustee
shall render to each Designated Beneficiary an accounting of:

          (a) the aggregate amount of Trust Funds remaining in the Trust Account
     as of the last day of the year after (A) distributions to Beneficiaries
     during such year and (B) payments of all other amounts paid from the Trust
     Account pursuant to this Agreement;

          (b) the amount of Trust Funds distributed to the Beneficiaries during
     the year; and

          (c) the LOC Amount, adjusted for draws and other reductions made
     during the preceding year.

     With respect to the value remaining in accounts which are invested in
Eligible Investments, the Trustee provide information with respect to the cost
or market value of such investments.

     SECTION 4.3    Manner of Making Distributions.
                    ------------------------------ 

     All distributions to Beneficiaries shall be made by checks sent by first
class United States mail, postage prepaid, to the addresses appearing on the
Register.

                                      18

 
     SECTION 4.4    Tax Returns.
                    ----------- 

     The Trustee shall prepare or shall cause to be prepared any tax returns
required to be filed by the Trust and such returns shall be filed by the
Trustee. The Trustee shall draw on the LOC or use Trust Funds to pay any
Federal, state or local income or excise taxes which the Trust shall become
obligated to pay. In no event shall the Trustee be liable for any liabilities,
costs or expenses of the Trust or the Beneficiaries under any tax law, including
without limitation Federal, state or local income or excise taxes or any other
tax imposed on or measured by income (or any interest or penalty with respect
thereto or arising from a failure to comply therewith).


                                   ARTlCLE V

                                  THE TRUSTEE
                                  -----------

     SECTION 5.1    Duties of Trustee; Standard of Care.
                    ----------------------------------- 

     The Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.  The Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise, as a prudent corporate trustee under a trust
indenture.  No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own gross negligent action, its own gross
negligent failure to act or its own wilful misconduct; provided, however, that:

          (1) The duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and, in the absence of bad
faith on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;

          (2) The Trustee shall not be personally liable for an error of
judgment made in good faith by the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts or in performing its
duties;

          (3) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the direction, as provided under the terms of this Agreement, of the
Designated Beneficiaries relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Agreement, except that the
enforcement of remedies pursuant to Section 3.8 shall be directed by the
Managing Beneficiaries as therein provided; and

          (4) The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the 

                                      19

 
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

     SECTION 5.2    Certain Matters Affecting the Trustee.
                    ------------------------------------- 

     (a) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform as to form to the requirements of this Agreement.  The Trustee may rely
and shall be protected in acting or refraining from acting upon any resolution,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties.

     (b) The Trustee may consult with counsel and any opinion of counsel for the
Trustee shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such opinion of counsel.

     (c) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Beneficiaries, pursuant to the provisions of this Agreement,
unless the Designated Beneficiaries concur in such request, order or direction
and shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may he incurred therein or thereby.

     (d) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by the Designated
Beneficiaries; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to so proceeding.

     (e) The Trustee may execute any of the trusts or powers hereunder or
perform any duties as Trustee hereunder either directly or by or through agents
or attorneys or a custodian and shall not be liable for any acts or omissions of
such agents, attorneys or custodians if appointed by it with due care hereunder.

     SECTION 5.3    Trustee Not Liable for Unpaid Claims.
                    ------------------------------------ 

     The Trustee makes no representations as to the validity or sufficiency of
the Trust Estate to satisfy any Unpaid Claims.  No recourse shall be had for any
claim based on any provision of this Agreement, including the LOC, against the
Trustee in its individual capacity, and the Trustee shall not have any personal
obligation, liability or duty whatsoever to any Beneficiary or any other person
with respect to any such claim, and any such claim shall be asserted solely
against the Trust, except for such liability as is finally determined to have
resulted from its own gross negligence or willful misconduct.

                                      20

 
     SECTION 5.4    Trustees' Compensation.
                    ---------------------- 

     (a) As compensation for its services hereunder, the Company shall pay to
the Trustee an annual fee of $______________ as well as the following fees and
expenses of the Trustee (in addition to the annual fee):

          (i) except as otherwise expressly provided herein, all reasonable
     expenses, disbursements and advances incurred or made by the Trustee in
     accordance with any provision of this Agreement (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel)
     except any such expense, disbursement or advance as may be attributable to
     its gross negligence or wilful misconduct;

          (ii) any loss, liability or expense incurred by Trustee without gross
     negligence or wilful misconduct on its part, arising out of or in
     connection with the acceptance or administration of this Trust and its
     duties hereunder, including the costs and expenses of defending itself
     against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

     (b) If the annual fee and other fees and expenses of the Trustee herein
provided to be paid by the Company are not so paid, they shall be payable out of
the Trust Estate, and if Trust Funds are insufficient to pay amounts then due
the Trustee, the Trustee shall draw on the LOC in an amount sufficient to pay
amounts then due and permitted to be reimbursed from the Trust Estate.

     SECTION 5.5    Eligibility Requirements for Trustee.
                    ------------------------------------ 

     The Trustee hereunder shall at all times be an Eligible Trustee.  In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 5.5, the Trustee shall resign immediately in the
manner and with the effect specified in Section 5.6.

     SECTION 5.6    Resignation or Removal of Trustee.
                    --------------------------------- 

     The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Designated Beneficiaries and the
Company.  Upon receiving such notice of resignation, the Designated
Beneficiaries shall promptly appoint a successor Trustee by written instrument.
If no successor Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 5.5 and shall fail to resign after written request
therefor by the Designated Beneficiaries, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Trustee or any Beneficiary on behalf of itself and all others similarly situated
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

                                      21

 
     Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 5.6 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 5.7.

     SECTION 5.7    Successor Trustee.
                    ----------------- 

     Any successor Trustee appointed as provided in Section 5.6 shall execute,
acknowledge and deliver to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee.  The predecessor Trustee shall deliver
or cause to be delivered to the successor Trustee the LOC and any related
documents and statements held by it hereunder; and the successor Trustee and
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certain vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.

     No successor Trustee shall accept appointment as provided in this Section
5.7 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions the provisions of Section 5.5.

     Upon acceptance of appointment by a successor Trustee as provided in this
Section 5.7, the successor Trustee shall mail notice of such succession to the
Beneficiaries at their addresses as shown in the Register.

     SECTION 5.8    Merger or Consolidation of Trustee.
                    ---------------------------------- 

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be
eligible under the provisions of Section 5.5, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     SECTION 5.9    Claims Under the Agreement.
                    -------------------------- 

     All rights of action and claims under this Agreement instituted,
prosecuted, enforced or defended by the Trustee shall be conducted in its own
name or in its capacity as Trustee. Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
common benefit of the Beneficiaries in respect of which such judgment has been
recovered, subject to the provisions of Section 3.7 hereof.

     SECTION 5.10  Designated Beneficiaries.
                   ------------------------ 

     (a) Except as specifically provided in this Agreement, no Beneficiary shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust or the obligations of the parties hereto, such right
being herein reserved solely to the Designated Beneficiaries or, in the limited
circumstances under Section 3.8, to the Managing Beneficiaries.

                                      22

 
     (b) The Designated Beneficiaries shall have no right by virtue of any
provisions of this Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to this Agreement, unless they
previously shall have given to the Trustee a written notice of the action
desired to be taken and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for 30 days after its receipt of
such notice, request, and offer of indemnity, shall have neglected or refused to
institute any such actions, suit, or proceeding.  It is understood and intended,
and expressly covenanted by each Beneficiary with every other Beneficiary and
the Trustee, that no one or more Beneficiaries shall have any right in any
manner whatever by availing itself or themselves of any provisions of this
Agreement to affect, disturb, or prejudice the rights of any other
Beneficiaries, or to obtain or seek to obtain priority over or preference to any
other such Beneficiary, or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all Beneficiaries,
subject to the provisions of Section 3.7 hereof.  For the protection and
enforcement of the provisions of this Section, each and every Beneficiary and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     (c) The Designated Beneficiaries make no representations as to the validity
or sufficiency of the Trust Estate to satisfy any Unpaid Claims.  No recourse
shall be had by any Beneficiary or his or her successors and assigns for any
claim based on any provision of this Agreement, including the LOC, against any
of the Designated Beneficiaries in their individual capacity, and the Designated
Beneficiaries shall not have any personal obligation, liability or duty
whatsoever to any Beneficiary or his or her successors or assigns with respect
to any such claim, and any such claim shall be asserted solely against the
Trust.

     (d) The Designated Beneficiaries shall be under no obligation to exercise
any of the rights or powers vested in them by this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto, at the
request, order or direction of any of the Beneficiaries, pursuant to the
provisions of this Agreement, unless the Designated Beneficiaries concur in such
request, order or direction and the remaining Beneficiaries shall have offered
to the Designated Beneficiaries reasonable security or indemnity against the
costs, expenses and liabilities which may he incurred therein or thereby.

     (e) The Designated Beneficiaries, in their representative capacity and not
in their capacity as Beneficiaries, shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document given to them pursuant to this Agreement.  The
Designated Beneficiaries may consult with counsel and any opinion of counsel for
the Designated Beneficiaries shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by them
hereunder in good faith and in accordance with such opinion of counsel.

     (f) The Company shall protect, defend, indemnify and hold the Designated
Beneficiaries forever harmless from and against any and all liabilities,
demands, claims, actions, causes of action, assessments, losses, costs, damages
or expenses, including attorneys' and accountants' fees in connection with any
of their acts or omissions, in their representative capacity and not in their
capacity as Beneficiaries, arising from or in connection with their exercise of,
or failure to exercise, any of the rights and powers granted to them under this
Agreement or as a result of or arising out of or by virtue of their status as
Designated Beneficiaries; provided, however, the foregoing 

                                      23

 
indemnity obligation of the Company shall not extend to actions brought,
threatened or asserted against the Company by the Designated Beneficiaries in
connection with the Trust or any other matter (other than actions brought solely
to enforce the obligations of the Company under this indemnity). If the Company
shall fail to keep and perform its indemnity obligations hereunder, the
Designated Beneficiaries may give notice to the Trustee, in the form of Schedule
12 hereto, to indicate that the Company is in breach of its obligations under
this Section 5.10 and requesting a draw on the LOC in the amount required to be
reimbursed for any liabilities arising from such breach, the Trustee shall
deliver a copy of such notice to the Company. Unless the Company, within thirty
(30) days after service of such notice, has delivered to the Trustee a signed
release from the Designated Beneficiaries rescinding their earlier notice, then,
on the thirty-first (31st) day after service of such notice, or the next
Business Day if such day is not a Business Day, the Trustee shall draw on the
LOC (if the LOC has not previously been drawn in full) in the amount of the
notice from the Designated Beneficiaries and deposit the LOC Proceeds into the
Trust Account. The Trustee shall promptly transfer funds in such amount from the
Trust Account to the Payment Accounts of the Designated Beneficiaries as they
shall jointly direct and distribute the funds in the Payment Accounts to the
respective Designated Beneficiaries.


                                   ARTICLE VI

                                 MISCELLANEOUS
                                 -------------

     SECTION 6.1    Maintenance of Office or Agency.
                    ------------------------------- 

     The Trustee will maintain or cause to be maintained, in the City of
Chicago, Illinois, an office or offices or agency or agencies where notices and
demands to or upon the Trustee in respect of this Agreement may be served.

     SECTION 6.2    Death or Disability of a Beneficiary.
                    ------------------------------------ 

     The executor, administrator or legal representative of a Beneficiary, upon
furnishing evidence of such authorized status to the Trustee, may give notices
provided herein to the Trustee for the benefit of a Beneficiary who has become
incompetent or disabled or for the benefit of a Beneficiary's estate within 180
days after the date of death of the Beneficiary.  To establish the death of any
Beneficiary, the Trustee shall rely on certified copies of death certificates or
other official records.

     SECTION 6.3    Termination.
                    ----------- 

     The Trustee shall wind up the affairs of the Trust promptly after the LOC
Termination Date and, at such time, the Trustee shall return the LOC to the LOC
Issuer.  The Trustee shall pay to the LOC Issuer any money held by it in the
Trust Account that remains unclaimed at the time of termination of the Trust;
after such amount is paid to the LOC Issuer, neither the Beneficiaries nor the
Company shall be entitled to assert any claim against the Trust whatsoever for
such money; and, at such time, the obligations and responsibilities created by
the Agreement and the Trust created thereby shall terminate.

                                      24

 
     SECTION 6.4    Amendment.
                    --------- 

     (a) This Agreement may be amended from time to time by the Company with the
prior written consent of the Designated Beneficiaries, to cure any ambiguity or
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, as the case may be, or to add any
other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement
in any material respect; provided, however, that such action shall not, as
evidenced by an opinion of counsel for the Trustee, adversely affect the
interests of any Beneficiary.

     (b) Promptly after the execution of any amendment or consent pursuant to
this Section 6.4, the Trustee shall furnish written notification of the
substance of such amendment to each Beneficiary.

     (c) The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement or otherwise.

     (d) Upon the execution of any amendment to this Agreement, this Agreement
shall be modified in accordance therewith, and such amendment shall form a part
of this Agreement for all purposes; and every Beneficiary shall be bound
thereby.

     SECTION 6.5    Voting by Beneficiaries.
                    ----------------------- 

     Beneficiaries with surviving Contract Rights (a) may vote for replacements
of Designated Beneficiaries, if after the death or disability of the last
surviving Designated Beneficiary, no legal representative of such Designated
Beneficiary is willing to serve as the Designated Beneficiary and (b) may tender
written waivers of their rights for the purpose of determining the LOC
Termination Date.  For purposes of the Trust: Contract Rights with respect to
Transition Benefits shall survive until the first Business Day after December
31, 1998; Contract Rights with respect to Stay Bonus Benefits shall terminate,
with respect to each Beneficiary, on the date the Company furnishes Evidence of
Payment to the Trustee of all Stay Bonus Benefits due to such Beneficiary
according to the Schedule of Benefits or other written agreement between the
Company and such Beneficiary furnished to the Trustee waiving such rights;
Contract Rights with respect to Parachute Indemnity Benefits, Consulting
Benefits and Life Insurance Benefits shall terminate solely at such time as all
Beneficiaries entitled to the particular class of benefit have delivered a
written waiver of such rights to the Trustee.  For purposes of establishing the
number of Beneficiaries voting on any matter, the original number of
Beneficiaries listed on the Schedule of Benefits hereto shall constitute the
total maximum number of votes. All legal heirs, representatives, successors and
assigns of any Beneficiary shall in the aggregate be considered as a single
vote. All Beneficiaries (other than Designated Beneficiaries acting in such
capacity) without any remaining vested or contingent interest in Contract
Benefits of any kind shall cease, as of such time, to be Beneficiaries of the
Trust and shall not be entitled to vote on matters affecting the Trust.

     SECTION 6.6    Notices.
                    ------- 

     All communications and notices hereunder shall be in writing and shall be
deemed given if delivered personally or mailed by registered or certified mail
(return receipt requested), to the parties at the following address:

                                      25

 
     If to the Trustee:

     33 N. LaSalle Street, 13th Floor
     Chicago, Illinois  60690
     Attention:  Corporate Trust Department

     If to the Company:

     ------------------------------

     ------------------------------

or at such other address for a party as specified by like notice, which shall be
effective when sent as described above.  All communications and notices pursuant
hereto to a Beneficiary shall be in writing and delivered or mailed to the
address shown in the Register.

     SECTION 6.7    Merger and Integration.
                    ---------------------- 

     Except as specifically stated otherwise herein, this Agreement sets forth
the entire understanding of the parties relating to the subject matter hereof,
and all prior understandings, written or oral, are superseded by this Agreement.
This Agreement may not be modified, amended, waived, or supplemented except as
provided herein.

     SECTION 6.8    Headings.
                    -------- 

     The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

     SECTION 6.9    Governing Law.
                    ------------- 

     This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois.

     SECTION 6.10  Counterparts.
                   ------------ 

     This Agreement may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.

     SECTION 6.11  Examination of Trust Records.
                   ---------------------------- 

     The Company and any Beneficiary may examine the books and records
maintained by the Trustee during normal business hours at the office of the
Trustee upon compliance with the reasonable requirements of the Trustee.

     SECTION 6.12  Court Orders and Litigation.
                   --------------------------- 

     In case any part of the Trust property shall be attached, garnished, or
levied upon any court order, or the delivery thereof shall be stayed or enjoined
by an order of court, or any order, 

                                      26

 
judgment or decree shall be made or entered by any court order affecting the
property deposited under this Agreement, or any part thereof, the Trustee is
hereby expressly authorized in its sole discretion, to obey and comply with all
writs, orders or decrees so entered or issued, which it is advised by legal
counsel of its own choosing is binding upon it, whether with or without
jurisdiction, and in case the Trustee obeys or complies with any such writ,
order or decree it shall not be liable to any of the parties thereto or to any
other person, firm or corporation, by reason of such compliance notwithstanding
such writ, order or decree be subsequently reversed, modified, annulled, set
aside or vacated. In the event that the Trustee becomes involved in litigation
on account of the Trust property or this Agreement, it shall have the right to
retain counsel and shall have a lien on the property deposited hereunder for the
costs, attorneys' and solicitors' fees, charges, disbursements, and expenses in
connection with such litigation; and shall be entitled to reimburse itself
therefor out of the property deposited hereunder, and if it shall be unable to
reimburse itself from the property deposited hereunder, the Company agrees to
pay to the Trustee on demand, its reasonable charges, counsel and attorneys'
fees, disbursements, and expenses in connection with such litigation.

     SECTION 6.13  Conflicting Demands,
                   ------------------- 

     In the event that conflicting demands are made upon the Trustee for any
situation not addressed in this Agreement, the Trustee may withhold performance
of this Agreement until such time as said conflicting demands shall have been
withdrawn or the rights of the respective parties shall have been settled by
court adjudication, arbitration, joint order or otherwise.  The Trustee may
accept notices substantially in the form of the schedules attached hereto and
shall not require strict compliance with the forms of such notices as long as
the interests of the Beneficiaries are adequately and effectively protected.

     IN WITNESS WHEREOF, the Company and Trustee have caused this Agreement to
be executed by their respective officers thereunto duly authorized this ____ day
of ______________________, 1995.

TRUSTEE:

By:     __________________________________________
        [Name]
        [Title]

Attest: __________________________________________
        [Name]
        [Title]

COMPANY:

By:     __________________________________________
        [Name]
        [Title]

Attest: __________________________________________
        [Name]
        [Title]

                                      27

 
                                   SCHEDULE 1
                                   ----------

                                    THE LOC
                                    -------

Date:
Number:
Amount:  $U.S.:


Beneficiary:          On Behalf of:

Trustee               United Stationers Inc.
____________          _____________________
__________, Illinois  _____________________, IL  _____

                                         Stated Expiry

                                         [Insert Evergreen provisions]
 

Re:  USI EMPLOYEE BENEFITS TRUST
     ---------------------------

1.   We hereby establish our irrevocable Letter of Credit in favor of
     ____________________________________, not in its individual capacity, but
     solely as Trustee of the USI Employee Benefits Trust (the "Trustee")
     created under the provisions of a Trust Agreement dated as of _____ __,
     1995 between United Stationers Inc., a Delaware corporation (the "Company")
     and the Trustee (the "Trust Agreement"), for the account of the Company in
     the amount of ____________________________________ U.S. Dollars ($       ) 
     available by your draft(s) on us at sight.  Each draft shall be
     substantially in the form of Exhibit "A" hereto.  Partial drawings are
     permitted.

2.   Partial Reductions
     ------------------

     This Letter of Credit shall be reduced only when and to the extent of each
     draw by the Trustee and by amounts which we are instructed in writing by
     the Trustee to reduce this Letter of Credit.

3.   No right of set-off
     -------------------

     This Letter of Credit shall remain in effect without regard to any default
     in payments of sums owed us by the Company and without regard to any claims
     or right of set off which we may have against the Company.

4.   Expiration Notice
     -----------------

     This irrevocable Letter of Credit shall be automatically renewed without
     amendment for one year from the present or any future expiration date
     hereof unless at least sixty (60) days prior to such date we shall notify
     the Trustee by certified mail, return receipt requested, delivered to
     addressee only, that we are not renewing this Letter of Credit for any such
     additional period.  Upon receipt by the Trustee of such notice that we are
     not renewing this 

 
     Letter of Credit, the Trustee may continue to draw hereunder at any time
     before the expiration date up to an amount not exceeding the available
     amount of this Letter of Credit by means of your drafts on us in
     substantially the form of Exhibit "A" hereto.

     This Letter of Credit expires on ____________________, 1996, unless renewed
     as provided above.

5.   This Letter of Credit shall remain in full force and effect notwithstanding
     any amendment to such Trust Agreement, and the Trustee is not required to
     furnish notice of any such amendment.

6.   In the event the Trustee draws on this Letter of Credit in accordance with
     the terms hereof and we fail to honor said draft for any reason, we shall
     be liable for all of the Trustee's costs and expenses in enforcing this
     Letter of Credit including the Trustee's reasonable attorneys' fees.

This Irrevocable Letter of Credit is subject to the "Uniform Customs and
Practice for Documentary Credit, the International Chamber of Commerce
Publication #500 (Latest Revision)", except as herein and above modified.

 
                                   EXHIBIT A

                                ___________ Bank

                          Letter of Credit No. ______

                                     DRAFT


     PAY $_________________________ TO _________________________________, AS
TRUSTEE OF THE USI EMPLOYEE BENEFITS TRUST.

     _____________________________ (the "Trustee") hereby certifies as follows:
That this Draft is executed by:
_____________________________________________________________, whose title is
______________________ and who has full authority to execute this Draft; that it
is made and delivered to obtain payment against ___________________ Bank, Letter
of Credit Number ______________ dated _________________________________ for
purposes of that certain trust (known as the USI Employee Benefits Trust)
created under the provisions of a trust agreement dated as of _________, 1995
between United Stationers Inc., as settlor, and the Trustee.


                                    _________________________________________


                                    BY: _____________________________________

                                    ITS:_____________________________________


Dated: _________________________________

 
                                   SCHEDULE 2
                                   ----------

                             WAIVER OF TRUST RIGHTS
                             ----------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    WAIVER OF TRUST RIGHTS

               Beneficiary:  ___________________________

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as of __________, 1995, between United Stationers Inc. (the
"Company") and  ______________________ as Trustee.

     This notice constitutes the undersigned's express agreement to the
termination of the trust created under the Trust Agreement and the release of
the LOC.  The undersigned hereby represents to the Trustee that it shall make no
further claim for payment of any Contract Benefits against either the Company or
the Trustee.  The undersigned acknowledges that you will be relying on this
waiver in order to release the LOC and terminate the trusts created under the
Trust Agreement.

               Very Truly Yours,

               _______________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:

 
                                  SCHEDULE 3
                                  ----------
                             SCHEDULE OF BENEFITS
                             --------------------
                                        

I.   STAY BONUS BENEFITS
     -------------------
 
                                                     Total
     Officer Beneficiary:        Start Date:        Amount:
     --------------------        -----------        -------
 
     Jeffrey K. Hewson:                            $1,575,000
 
     Jerold A. Hecktman:                           $  492,050
 
     Steven R. Schwarz:                            $  678,227
 
     Robert H. Cornell:                            $  602,985
 
     Otis H. Halleen:                              $  589,210
 
     Ted A. Rzeszuto:                              $  511,297
 
     Ergin Uskup:                                  $  350,000
                                                   ----------
 
     Total:                                        $4,798,769

     Note:  Stay Bonus Benefits are to be paid in accordance with the attached
     Exhibit A and Section 3.1(d).



II.  BASE SALARY PAYMENTS:
     ---------------------
     (payable in accordance with Sections 3.1(b) and (c))

     Officer Beneficiary:                         Base Salary:
     --------------------                         ------------

     Jeffrey K. Hewson:                            $26,666.68
 
     Jerold A. Hecktman:                           $11,083.33
 
     Steven R. Schwarz:                            $15,416.66
 
     Robert H. Cornell:                            $13,833.33
 
     Otis H. Halleen:                              $12,416.66
 
     Ted A. Rzeszuto:                              $11,250.00
 
     Ergin Uskup:                                  $14,583.34

 
                                  SCHEDULE 3
                                  ----------

                             SCHEDULE OF BENEFITS
                             --------------------



III. TRANSITION SERVICES PAYMENT:
     ----------------------------
     (payable in connection with Section 3.1(d)


     Beneficiary:
     ------------

     Jeffrey K. Hewson:                       $ 875,000.00
 
 
IV.  SEVERANCE BENEFITS
     ------------------
 
     Beneficiary:                Monthly Amount:     Maximum Amount:
     ------------                ---------------     ---------------
 
     Allen B. Kravis*:              $ 4,866.42         $1,002,900
 
     Ronald W. Weissman:            $32,640.00         $  163,200
 
     Patrick Murray:                $15,120.00         $   75,600
 
     Boyd E. Rice:                  $ 7,292.31         $   94,800
 
     Donald Bolke:                  $ 4,363.64         $  144,000
 
     Doyle Driskill:                $ 7,792.00         $   39,600
 
     Clarence R. Martin:            $12,000.00         $   12,000
 
     Peter E. McKinnon:             $ 4,984.62         $   64,800
                                                       ----------
 
     Total:                                            $1,596,900

     Note:  Maximum amount is computed assuming payments commence in April, 1995
     and will be adjusted if the Closing Date occurs in April or May, 1995.

     *Allen B. Kravis's initial severance payment will be $774,268.42, with 47
     monthly payments of $4,866.42 thereafter.

 
     JOEL SPUNGIN
V.   CONSULTING BENEFITS                                  Amount:
     ---------------------------                          -------
 
     Closing Date - August, 1995                         $  183,333
     payable in equal monthly installments
     during such period
 
     September 1, 1995                                   $2,276,209
     payable in one lump sum
 
     The remaining annual amounts are each
     payable in equal monthly installments from             Annual
     September through August of each year                  Amount
     ------------------------------------------             ------
 
     September 1, 1996                                      533,495
 
     September 1, 1997                                      450,609
 
     September 1, 1998                                      450,609
 
     September 1, 1999                                      450,609
 
     September 1, 2000                                      450,609
 
     September 1, 2001                                      450,609
 
     September 1, 2002                                      429,828
 
     September 1, 2003                                      422,902
 
     September 1, 2004                                      422,902
 
     September 1, 2005                                      422,902

     TOTAL CONSULTING BENEFITS                           $6,944,616
                                                         ----------

 
                                  SCHEDULE 3
                                  ----------

                             SCHEDULE OF BENEFITS
                             --------------------
 
VI.  LIFE INSURANCE BENEFITS
     -----------------------
 
     Beneficiary:
     ------------
 
     Joel D. Spungin:
 
          Split-Dollar Life Insurance:                            $  166,550
 
          Group-Term Life Insurance (Conversion):                 $  615,000
 
          Survivor's Benefit:                                     $  400,000
 
     Allen B. Kravis:
 
          Split-Dollar Life Insurance:                            $   60,448
 
          Group-Term Life Insurance (Conversion):                 $   80,000
                                                                  ----------
 
     Total:                                                       $1,321,998

VII. TRANSITION BENEFITS
     -------------------

     A.   Monthly Transition Benefits for the following Officer Medical
          Beneficiaries and Retiree Medical Beneficiaries and their covered
          Dependents:
 
     Officer Medical             Date of
     Beneficiaries:               Birth              Transition Benefits
     ---------------             --------            -------------------
 
                                                 Monthly:            Maximum:
                                                 --------            --------
 
     Robert H. Cornell:                           $2,700              $48,600
 
     Otis H. Halleen:                             $3,070              $55,260
 
     Jerold A. Hecktman:                          $2,700              $48,600
 
     Melvin L. Hecktman:                          $2,700              $48,600
 
     Jeffrey K. Hewson:                           $3,070              $55,260
 
     Allen B. Kravis:                             $3,070              $55,260
 
     James Pribel:                                $3,070              $55,260
 
     Steven R. Schwarz:                           $3,070              $55,260
 
     Ted A. Rzeszuto:                             $2,700              $48,600
 
     Ergin Uskup:                                 $2,700              $48,600

 
                                   SCHEDULE 3
                                   ----------

                              SCHEDULE OF BENEFITS
                              --------------------
 
     Retiree Medical                 Date of
     Beneficiary:                     Birth         Transition Benefits
     ---------------                 --------       -------------------
 
                                                Monthly:          Maximum:
                                                --------          --------
 
     Donald Bolke:                               $2,700          $   48,600
 
     Doyle Driskill:                             $2,700          $   48,600
 
     Patricia A. Beckman:             6/27/38    $2,310          $   41,580
 
     John V. Brandemarte:             1/15/36    $2,800          $   50,400
 
     Michael Collins:                 4/11/32    $2,310          $   41,580
 
     John V. Dektas:                  1/24/32    $2,310          $   41,580
 
     Ronald Gray:                      5/6/32    $2,800          $   50,400
 
     Thomas E. Joyce:                  2/3/31    $2,800          $   50,400
 
     Irene Kreishan:                  8/31/36    $2,310          $   41,580
 
     Tobie E. Kuppe:                  10/3/38    $2,310          $   41,580
 
     Paul Leimbeck:                   6/26/35    $2,800          $   50,400
 
     Virginia Locascio:               5/31/32    $2,800          $   50,400
 
     George Martel:                  11/21/31    $2,310          $   41,580
 
     Edwin Paulson:                    6/1/32    $2,800          $   50,400
 
     Theodore R. Peterson:            5/12/39    $2,800          $   50,400
 
     Phyllis E. Walden:               5/22/33    $2,310          $   41,580
 
     Ronald W. Weissman:              7/31/37    $2,310          $   41,580
 
     Jean M. Wolf:                   11/12/34    $2,800          $   50,400
                                                                 ----------
 
     Total:                                                      $1,352,340

 
                                  SCHEDULE 3
                                  ----------

                             SCHEDULE OF BENEFITS
                             --------------------

                                   Exhibit A



=============================================================================== 
                        Schedule of Stay Bonus Benefits
=============================================================================== 
                    Total
Officer           Stay Bonus           Initial       Subsequent      No. of
Beneficiary        Payment             Payment        Payments      Payments
- ------------------------------------------------------------------------------- 
                                                        
Hewson            $1,575,000         $647,150.00     $26,510.00        36
- ------------------------------------------------------------------------------- 
Hecktman             492,050          219,681.13      11,842.13        24
- ------------------------------------------------------------------------------- 
Schwarz              678,227          302,801.84      16,322.84        24
- ------------------------------------------------------------------------------- 
Cornell              602,985          269,209.00      14,512.00        24
- ------------------------------------------------------------------------------- 
Halleen              589,210          263,059.46      14,180.46        24
- ------------------------------------------------------------------------------- 
Rzeszuto             511,297          228,274.34      12,305.34        24
- ------------------------------------------------------------------------------- 
Uskup*               350,000          151,820.73       8.616.49        24
=============================================================================== 


*Ergin Uskup's Total Stay Bonus Benefits, Initial Payment and Subsequent
Payments shall be proportionately reduced by the amount of payments made to him
during his initial Term of Employment.



 
                                   SCHEDULE 4
                                   ----------

                                  START NOTICE
                                  ------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    START NOTICE

               Beneficiary:  ___________________________

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as of ________, 1995, between United Stationers Inc. (the
"Company") and American National Bank and Trust Company of Chicago, as Trustee.
Capitalized terms used but not defined in this Notice shall have the meaning
ascribed to such terms in the Beneficiary's Employment Agreement with the
Company.

_____[check one]  The undersigned hereby represents and warrants that his Term
of Employment with the Company has terminated under such circumstances as
entitle him to commence receiving Stay Bonus Benefits.  The Stay Bonus Start
Date is ___________________.  Please commence distributions to me of my Stay
Bonus Benefits.

OR:

_____[check one]  The undersigned hereby represents and warrants that either his
Term of Employment has been terminated for cause by the Company and he has
delivered his Notice Denying Cause or, after his having delivered a Notice of
Good Reason to the Company, he has voluntarily terminated the Term of Employment
either (i) before 30 days has elapsed following his delivery of such notice or
(ii) after a Notice Denying Good Reason has been delivered to him by the
Company.  Enclosed are true and correct copies of my Notice Denying Cause or the
Company's Notice Denying Good Reason, as applicable.

     As required by the Trust Agreement, please forward this Start Notice to the
Company.

               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:


 
                                  SCHEDULE 4A
                                  -----------

                              HEWSON START NOTICE
                              -------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    START NOTICE

               Beneficiary:  Jeffrey K. Hewson

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as of ________, 1995, between United Stationers Inc. (the
"Company") and American National Bank and Trust Company of Chicago, as Trustee.
Capitalized terms used but not defined in this Notice shall have the meaning
ascribed to such terms in the Beneficiary's Employment Agreement with the
Company.

     The undersigned hereby represents and warrants that all of the conditions
precedent to his eligibility for receipt of Stay Bonus Benefits have been met
and that he is entitled to receive his Stay Bonus Benefits.  The Stay Bonus
Start Date is ___________________.


     As required by the Trust Agreement, please forward this Start Notice to the
Company.

               Very Truly Yours,

               _______________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:


 
                                   SCHEDULE 5
                                   ----------

                                 DISPUTE NOTICE
                                 --------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    DISPUTE NOTICE

               Beneficiary:  ___________________________

Ladies and Gentlemen:

     Reference is made to the USI Employee Benefits Trust created by that
certain Trust Agreement dated as of ________, 1995, between United Stationers
Inc. (the "Company") and American National Bank and Trust Company of Chicago, as
Trustee.

     The Beneficiary named above has submitted a start notice to set the date
for commencing the distribution of Stay Bonus Benefits.  The Company disputes
that such Beneficiary is entitled to receive Stay Bonus Benefits.  Pursuant to
Section 3.1(c) of the Trust Agreement, please distribute three times the Base
Salary Payment to such Beneficiary pending settlement of this dispute [NOT
APPLICABLE TO HEWSON].


                         UNITED STATIONERS INC.


                         By:________________________________


 
                                   SCHEDULE 6
                                   ----------

                            HEWSON STAY BONUS NOTICE
                            ------------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    MEDICAL CLAIM NOTICE

               Beneficiary:  Jeffrey K. Hewson

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as __________, 1995, between United Stationers Inc. (the
"Company") and  ______________________ as Trustee.

     This notice is submitted pursuant to Section 3.1(c)(v) of the Trust
Agreement.

     Notwithstanding that the Company has submitted a Dispute Notice regarding
my claim for Stay Bonus Benefits, you are hereby notified that ny Stay Bonus
Start Date shall be ________________.  Please make distributions to me of my
Stay Bonus Benefits commencing on the first day of the month following the month
in which this notice is served in accordance with such Section 3.1(c)(v).


               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:



                                   SCHEDULE 7
                                   ----------

                              MEDICAL CLAIM NOTICE
                              --------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    MEDICAL CLAIM NOTICE

               Beneficiary:  ___________________________

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as __________, 1995, between United Stationers Inc. and
______________________ as Trustee.

     This notice is submitted pursuant to Section [3.1(f)] or [3.1(g)] of the
Trust Agreement.

     [Attached are medical bills for which a distribution is requested to permit
the undersigned to make payment.]

     [Attached is Evidence of Payment concerning Covered Medical Expenses for
which a distribution is requested to reimburse the undersigned].


     The total amount of such medical bills or covered in the Evidence of
Payment is $_____________.  Accordingly, please draw on the LOC in the such
amount and make a distribution to the undersigned in such amount.


               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:
 

 
                                   SCHEDULE 8
                                   ----------

                             REQUEST FOR INDEMNITY
                             ---------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    REQUEST FOR INDEMNITY

               Beneficiary:  Joel D. Spungin

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as _________, 1995, between United Stationers Inc. and
______________________ as Trustee.

     This notice and the accompanying tax opinion from _______________________,
serving as my accountant in this matter, constitutes the undersigned's Request
for Indemnity described in Section 3.2(a) of the Trust Agreement.

     As required by the Trust Agreement, please forward a copy of the Request
for Indemnity to the Company.

               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:



                                   SCHEDULE 9
                                   ----------

                          SPUNGIN INDEMNITY AGREEMENT
                          ---------------------------


     This Indemnity Agreement ("Agreement") is made this __ day of ___________,
______ between United Stationers Inc., a Delaware corporation [or its legal
successor] and United Stationers Supply Co., an Illinois corporation [or its
legal successor] (collectively, the "Company") and Joel D. Spungin ("Spungin"),
a resident of 2050 Partridge Lane, Highland Park, Illinois.

                                    RECITALS
                                    --------

     A.   Spungin was employed by the Company pursuant to a certain Amended and
Restated Employment and Consulting Agreement dated as of April 15, 1993 (the
"Spungin Agreement").  Spungin has become entitled to certain payments or
benefits pursuant to the terms of the Spungin Agreement or other plan,
arrangement or agreement with the Company, as set forth on Exhibit "A" hereto
(the "Payments").  The Internal Revenue Service has asserted that all or a
portion of the Payments are subject to the tax (the "Excise Tax") imposed by
Section 4999 [or any successor provision of the Internal Revenue Code of 1986,
as amended], as appears from a proposed assessment by the Internal Revenue
Service of the Excise Tax on part or all of the Payments, as described in the
notice attached as Exhibit "B" hereto.

     B.   The Company has agreed, pursuant to Section 16(b) of the Employment
Agreement, that if the Payments become subject to the Excise Tax, then the
Company shall pay to Spungin the "Gross-Up Payment" (as defined in Section 16(b)
of the Spungin Agreement) with respect to the Excise Tax.

     C.   The Company has elected under Section 16(d) of the Spungin Agreement
to undertake, at its sole expense, the defense and settlement of any proposed
assessment by the Internal Revenue Service of the Excise Tax on such Payments.

     NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and adequacy of which
are herein acknowledged by the parties hereto, Spungin and the Company agree as
follows:

     1.   Undertaking to Defend.  The Company hereby undertakes in accordance
with Section 16(d) of the Spungin Agreement, the defense and settlement of the
proposed assessment by the Internal Revenue Service of the Excise Tax on the
Payments (the "Assessment").  The Company shall retain attorneys, accountants
and other professionals, at its sole cost and expense.  At its sole cost and
expense, and in good faith and upon the advice of counsel and such other
professionals as the Company shall retain, the Company shall contest, defend,
litigate and settle the Assessment, either before or after the initiation of
litigation, at such time and upon such terms as it deems fair and reasonable,
provided that at least ten (10) days prior to any settlement, it gives written
notice to Spungin of its intention to settle.  The Company shall reimburse
Spungin for the attorneys' fees and other expenses he incurs from time to time
in coordinating with the Company the defense of the proposed Assessment,
forthwith following presentation to the Company of itemized bills for said
attorneys' fees and other expenses.

     2.   Indemnification.  The Company, pursuant to Section 16(d) of the
Spungin Agreement, shall protect, defend, indemnify and hold Spungin forever
harmless from and against
 


the Excise Tax on the Payments and the payments pursuant to this Agreement and
any federal, state and local income taxes (determined pursuant to the last
sentence of Recital paragraph B. upon payments pursuant to this Agreement and
any and all liabilities, demands, claims, actions, causes of action,
assessments, losses, costs, damages or expenses, including attorneys' and
accountants' fees in connection with any thereof, and any interest and penalties
sustained by Spungin as a result of or arising out of or by virtue of the
Company's undertaking.

     3.   Security.  The Company has established with American National Bank and
Trust Company of Chicago, as trustee, the USI Employee Benefits Trust (the
"Trust") pursuant to a Trust Agreement dated as  __________, 1995 (the "Trust
Agreement").  The Company acknowledges that in the event it shall fail to keep
and perform all of the obligations and duties set forth herein including,
without limitation, the indemnification and hold harmless and diligent legal
defense of Spungin as called for herein, then Spungin at any time thereafter
shall have the right to require the trustee of the Trust to draw on the letter
of credit held by such trustee pursuant to the provisions of the Trust Agreement
up to the amount of Four Million Dollars ($4,000,000) and to pay such amount to
Spungin.

     4.   Miscellaneous.
          ------------- 

     (a) This Agreement, the Spungin Agreement, as amended, and the Exhibits
attached hereto, contains the entire agreement between the parties in connection
with these transactions, and there are no oral or parol agreements,
representations or inducements existing between the parties relating to these
transactions which are not expressly set forth herein and covered hereby.  This
Agreement may not be modified except by written agreement signed by all of the
parties hereto.

     (b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, administrators,
successors, successors in interest and assigns.

     (c) This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois.


     IN WITNESS WHEREOF, the Company and Spungin have executed this Indemnity
Agreement as of the date first above written.

                      ------------------------------------

                      ------------------------------------
 


                                  SCHEDULE 10
                                  -----------

                NOTICE OF BREACH OF SPUNGIN INDEMNITY AGREEMENT
                -----------------------------------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    NOTICE OF BREACH

               Beneficiary:  Joel D. Spungin

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as ________, 1995, between United Stationers Inc. (the
"Company") and  American National Bank and Trust Company of Chicago, as Trustee.

     This constitutes the undersigned's notice permitted under Section 3.2(b) of
the Trust Agreement.  The Internal Revenue Service has issued a notice stating
in effect that an Excise Tax is due and payable.  Either (a) the Company has
declined to continue the defense of the assessment of the Excise Tax pursuant to
the Spungin Indemnity Agreement or (b) a final order by a court of competent
jurisdiction has been entered confirming the assessment (the time for appeal
therefrom having expired and no appeal having been perfected).  Following the
occurrence of the events described above, the Company has failed to pay amounts
due under the Spungin Indemnity Agreement to the undersigned.

     The undersigned states that the total amount due him in respect of
Parachute Indemnity Benefits is $______________________ and requests the Trustee
to draw on the LOC in such amount.

     As required by the Trust Agreement, please forward this Notice to the
Company.


               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:
 


                                  SCHEDULE 11
                                  -----------

           RESCISSION OF BREACH NOTICE RE SPUNGIN INDEMNITY AGREEMENT
           ----------------------------------------------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    RESCISSION OF NOTICE OF BREACH

               Beneficiary:  Joel D. Spungin

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as of_______, 1995, between United Stationers Inc. (the
"Company") and American National Bank and Trust Company of Chicago, as Trustee.

     This notice constitutes the undersigned's rescission of its notice dated
_______________ notifying you that the Company was in breach of its obligations
arising under the Spungin Indemnity Agreement.


     As required by the Trust Agreement, please forward this Notice to the
Company.


               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:
 

 
                                  SCHEDULE 12
                                  -----------

            REQUEST FOR INDEMNIFICATION OF DESIGNATED BENEFICIARIES
            -------------------------------------------------------

                                      Date

Trustee
__________________

__________________


     Re:  USI EMPLOYEE BENEFITS TRUST
          REQUEST FOR INDEMNIFICATION OF DESIGNATED BENEFICIARIES
          -------------------------------------------------------


Ladies and Gentlemen:

     The undersigned are the Designated Beneficiaries of the USI Employee
Benefits Trust created by that certain Trust Agreement dated as _________, 1995,
between United Stationers Inc. (the "Company") and American National Bank and
Trust Company of Chicago, as Trustee.

     This notice constitutes the notice permitted under Section 5.10(f) of the
Trust Agreement to advise you that the undersigned have incurred or are about to
incur liabilities concerning which the Company has failed to reimburse the
undersigned or provide indemnities with respect thereto in form and substance
acceptable to the undersigned.  Accordingly, subject to the conditions set forth
below, the undersigned hereby instruct you to draw on the LOC or pay from
existing Trust Funds held by you the sum of $________________ to the undersigned
in the following manner:

     Please immediately deliver this notice to the Company and, unless you are
in receipt of a signed waiver from the undersigned rescinding this notice within
thirty (30) days after the date hereof, you are to proceed to carry out the draw
on the LOC and/or payout from Trust Funds authorized above without further
notice or delay.


               Very Truly Yours,


          Designated Beneficiary:   ____________________________

          Designated Beneficiary:   ____________________________

          Designated Beneficiary:   ____________________________


 
                                                                      EXHIBIT F
 
                                TRUST AGREEMENT

                                    between

                            UNITED STATIONERS INC.,

                                  as settlor,

                                      AND

              AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,

            not in its individual capacity but solely as Trustee of

                           USI BONUS BENEFITS TRUST,

                          Dated as of __________, 1995



                                        

 
     THIS TRUST AGREEMENT ("Agreement") is made as of the ____ day of _____,
1995 [the day preceding the date on which the tender closes] between United
Stationers Inc., a Delaware corporation (the "Company"), as settlor, and
American National Bank and Trust Company of Chicago, not in its individual
capacity but solely as trustee (herein, together with its permitted successors
in the trusts hereunder, called the "Trustee").

     WHEREAS, the Board of Directors of the Company has approved the merger of
Associated Holdings, Inc., a Delaware corporation ("AHI"), into the Company (the
"Merger"), pursuant to which the Company will be the surviving corporation; and

     WHEREAS, certain of the employees of the Company participate in the
Company's Executive Bonus Plan and Management Incentive Plan and are eligible to
receive bonus and incentive payments made by the Company on or about October 
15th of each year; and

     WHEREAS, pursuant to the Agreement and Plan of Merger between Associated
Holdings, Inc. and the Company dated as of February 13, 1995 (the "Merger 
Agreement"), the bonus and incentive payments to be paid on or about October 15,
1995 to the employees of the Company participating in the Company's Executive
Bonus Plan and Management Incentive Plan have now been agreed upon; and

     WHEREAS, to secure the provision to such employees of their respective
bonus and incentive payments, the Company or AHI has caused the LOC (hereinafter
defined) to be issued to the Trustee; and

     WHEREAS, the Company and the Trustee desire to specify the terms and
conditions pursuant to which the Trust shall hold the LOC and manage other
security from time to time comprising the Trust Estate;

     NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Company and the Trustee agree as follows:


                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

     SECTION 1.1  General.
                  ------- 
 
     For the purpose of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the terms defined in this Agreement
include the plural as well as the singular, the words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or other subdivision, and Section
references refer to Sections and subsections of this Agreement.  Other terms not
defined in this Article are defined elsewhere in this Agreement.

     SECTION 1.2  Specific Terms.
                  -------------- 

     "Aggregate EBP Amount" means the aggregate of the EBP Amounts payable to
the Beneficiaries, as set forth on the Schedule of Benefits.

                                       1

 
     "Aggregate MIP Amount" means the aggregate of the MIP Amounts payable to
the Beneficiaries, as set forth on the Schedule of Benefits.

     "Aggregate MIP Tail Amount" means the aggregate of the MIP Tail Amounts
which may become payable to the Beneficiaries, as set forth on the Schedule of
Benefits.

     "Agreement" means this Trust Agreement as originally executed and, if from
time to time supplemented or amended by one or more amendments entered into
pursuant to the applicable provisions hereof, as so supplemented or amended.

     "Beneficiary" means an individual listed in the Schedule of Benefits,
except as expressly herein otherwise provided.

     "Business Day" means any day other than (a) a Saturday or a Sunday, or (b)
another day on which banking institutions in Chicago, Illinois or New York, New
York, are authorized or obligated by law, executive order, or governmental
decree to be closed.

     "Closing Date" means the closing date as defined in the Merger Agreement.

     "Company" means United Stationers Inc., a Delaware corporation, its
successors and assigns.

     "Designated Beneficiaries" means Joel D. Spungin and Melvin L. Hecktman,
and, if one of them should die or become disabled, his respective legal
representative.

     "EBP" means the Executive Bonus Plan of the Company.

     "EBP Amount" means, for each Beneficiary, the amount payable to such
Beneficiary under the EBP, as set forth on the Schedule of Benefits.

     "Eligible Investments" means any of the following obligations or
securities, to the extent permitted by law, on which neither the Company nor any
of its affiliates is an obligor:  (a) Government Obligations with a maturity of
not more than 360 days; (b) interest bearing deposit accounts (which may be
represented by certificates of deposit or time deposits) constituting direct
obligations of any Qualifying Institution, which obligations are fully insured
as to principal by either the Bank Insurance Fund or the Savings Association
Insurance Fund, each administered by the Federal Deposit Insurance Corporation
or, if not so insured, are fully collateralized with Government Obligations
(provided, any such Government Obligations must be held by a trustee who is not
the provider of the collateral or by any Federal Reserve Bank or Depositary as
custodian for the institution issuing such deposits, and such trustee shall have
a perfected lien in the Government Obligations serving as collateral, and such
collateral shall be free of all third party liens); and (c) interests in any
money market fund or trust, the investments of which are restricted to
obligations described in clauses (a) or (b) of this definition, provided that
such trust or money market fund is rated at the time of purchase in any of the
two highest rating categories for unit investment trusts or money market funds
by at least two Rating Agencies.

                                       2

 
     "Eligible Issuer" means The Chase Manhattan Bank, National Association, 
and, if not such bank, then any other depositary institution or trust company
organized under the laws of the United States or any one of the states thereof,
which may include the Trustee and its affiliates, so long as any of the
foregoing at all times has a rating for investment purposes of not less than "A"
or "P-1" by Moody's or "A" or "A-1" by S&P or "A" or "F-1" by Fitch or a
comparable rating by another Rating Agency, meeting the following criteria: (a)
its capital and surplus are in excess of $200,000,000, (b) its deposits are
insured to the full extent permitted by law by the Federal Deposit Insurance
Corporation and (c) it is subject to supervision and examination by Federal or
state authorities. If such depository institution publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then the combined capital and surplus of
such corporation shall be deemed to surplus as set forth in its most recent
report of condition so published.

     "Eligible Trustee" means American National Bank and Trust Company of
Chicago, any institution capable of serving as an Eligible Issuer or any trustee
selected by the Company with the approval of the Designated Beneficiaries.

     "Fitch" means Fitch Investors Service, a corporation organized and existing
under the laws of the State of Delaware, its successors and their assigns.

     "Government Obligations" means the direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed as to full
and timely payment by the full faith and credit of, the United States of
America.

     "LOC" means an irrevocable, unconditional letter of credit issued by an
Eligible Issuer, substantially in the form of Schedule 1 hereto, in an amount
                                              ----------
equal to the LOC Amount.

     "LOC Amount" means initially $_____ million and thereafter the outstanding
amount under the LOC from time to time after giving effect to the provisions of
Sections 3.2 and 3.3.

     "LOC Draw Event" means (a) the Trustee receives written notice or an
opinion of counsel to the effect that there is a threat of a failure of the LOC
Issuer to honor drafts on the LOC presented by the Trustee arising from the
purported subjection of LOC Proceeds to the jurisidiction of any bankruptcy
trustee in proceedings involving the Company or the pending or threatened
insolvency or failure of the LOC Issuer or (b) the Trustee receives written
notice or an opinion of counsel to the effect that a Sale or Merger Transaction
has occurred.

     "LOC Issuer" means the depository institution or trust company issuing the
LOC from time to time held by the Trustee pursuant to this Agreement.

     "LOC Proceeds" means the amounts from time to time paid to the Trustee by
the LOC Issuer as a result of draws made on the LOC.

     "LOC Termination Date" means the the date occurring five (5) days after the
Trustee shall have drawn on the LOC and deposited LOC Proceeds in the Trust
Account equal to the Aggregate EBP Amount, the Aggregate MIP Amount and that
portion of the Aggregate MIP Tail Amount due to Beneficiaries, as certified by
the Company or the Designated Beneficiaries under Section 3.1 hereof.

                                       3

 
     "Managing Beneficiaries" shall have the meaning set forth in Section
3.6(b).

     "MIP" means the Management Incentive Plan of the Company.

     "MIP Amount" means, for each Beneficiary, the amount payable to such
Beneficiary under the MIP, as set forth on the Schedule of Benefits.

     "MIP Tail Amount" means, for each Beneficiary entitled thereto, the amount
deemed payable to such Beneficiary under the MIP, as set forth on the Schedule
of Benefits, if such Beneficiary is certified by the Company or the Designated
Beneficiaries to the Trustee under Section 3.1 hereof as eligible to receive
such benefits.

     "Moody's" shall mean Moody's Investors Service, Inc., a corporation
organized and existing under the laws of the State of Delaware, its successors
and their assigns.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust or
unicorporated organization.

     "Plan of Liquidation" means a plan (including by operation of law) that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously) (i) the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the referent Person otherwise than as an entirety or substantially as an
entirety and (ii) the distribution of all or substantially all of the proceeds
of such sale, lease, conveyance or other disposition and all or substantially
all of the remaining assets of the referent Person to the holders of the capital
stock, shares, interests, participations, rights in or other equivalents of the
referent Person.

     "Rating Agency" shall mean Fitch or Moody's or S&P, or any other recognized
national credit rating agency of comparable standing, which provides a rating
for any specified Investment Securities or Qualifying Institution.

     "Record Date" means August 31, 1995.

     "Register" means the list to be maintained by the Trustee containing the
names, mailing addresses and telephone numbers of the Beneficiaries, their
spouses and dependents.

     "Reinvestment Income" means any interest or other earnings earned on all or
part of the Trust Estate.

     "Sale or Merger Transaction" means a single transaction or series of
transactions pursuant to which the Company consolidates or merges with or into
any Person, or sells, assign, transfers, leases, conveys or otherwise disposes
of (or causes or permits any of the Company's Subsidiaries to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of the
Company's and its Subsidiaries' assets (determined on a consolidated basis) to
any Person, or adopts a Plan of Liquidation and, as a result of such transaction
or series of transactions: (a) the Company is not the surviving or continuing
corporation or (b) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person who

                                       4

 
acquires by conveyance, transfer or lease the properties of the Company
substantially as an entity or, in the case of a Plan of Liquidation, or Person
to which assets of the Company have been transferred, is not a corporation
organized and validly existing under the laws of the United States of America or
any State thereof and/or fails to expressly assume, by written instrument (in
form and substance satisfactory to the Designated Beneficiaries), executed and
delivered to the Trustee, the due and punctual payment of all obligations and
performance of all covenants under the Merger Agreement, EBP, MIP, Spungin
Agreement, the Employment Agreements and this Trust Agreement on the part of the
Company to be performed and observed. For purposes of the foregoing, the
transfer (by lease, assignment, sale or otherwise, in a single transaction or
series of transactions) of all or substantially all of the assets of one or more
of the Subsidiaries of the Company, the capital stock of which constitutes all
or substantially all of the assets of the Company, shall be deemed to be a
transfer of all or substantially all of the assets of the Company.

     "S&P" shall mean Standard & Poor's Corporation, a corporation organized and
existing under the laws of the State of New York, its successors and their
assigns.

     "Schedule of Benefits" means the schedule attached hereto as Schedule 2
                                                                  ----------
which, for purposes of this Agreement, lists the Beneficiaries and the amounts
of their respective EBP Amounts, MIP Amounts and possible MIP Tail Amounts.

     "Subsidiary" of any Person means (a) a corporation a majority of whose
Voting Stock is at the time, directly or indirectly, owned by such Person, by
one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person or (b) any other Person (other than a corporation)
in which such Person, a Subsidiary of such Person or such Person and one or more
Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, have at least a majority ownership interest.

     "Trust" means the USI Bonus Benefits Trust established pursuant to the
terms of this Agreement.

     "Trust Account" means the trust account established by the Trustee pursuant
to Section 2.4(a) hereof.

     "Trust Funds" means, at any time, the amount of funds in the Trust Account
including any Reinvestment Income thereon.

     "Voting Stock" means, with respect to any Person, securities of any class
or classes of capital stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members of the
board of directors of other govering body of such Person.

                                       5

 
                                   ARTICLE II

                          TRUST ESTATE; BANK ACCOUNTS
                          ---------------------------

     SECTION 2.1    Declaration of Irrevocable Trust.
                    -------------------------------- 

     The Trust created hereby is irrevocable.  The Company hereby waives,
releases and discharges all right, power and authority to revoke this Agreement
and the Trust hereby created, or to amend or supplement its terms, except as
expressly provided for in Section 6.3 hereof.  The Trustee hereby declares that,
in accordance with the provisions hereof, the Trustee shall hold, manage, invest
and distribute all of the assets now or hereafter constituting the Trust Estate
in trust for the benefit of the Beneficiaries and shall perform the duties
herein required to the best of its ability to the end that the interests of the
Beneficiaries may be adequately and effectively protected.

     SECTION 2.2    The LOC.
                    ------- 

     The Trustee acknowledges its acceptance, simultaneously with the execution
and delivery of this Agreement, of the LOC and declares that it will hold the
LOC and the balance of the Trust Estate for the benefit of the Beneficiaries in
accordance with the provisions hereof.  The Trust Estate shall consist of all of
the following: (a) all rights and benefits accruing to the Trust under this
Agreement and the LOC; (b) all amounts from time to time on deposit in the Trust
Account and Payment Accounts (as defined in Section 2.4(a) below; (c) all 
Reinvestment Income; and (d) all proceeds of the foregoing.

     SECTION 2.3    Conservation of Trust Estate.
                    ---------------------------- 

     The Trustee shall have no power to vary or sell the rights, privileges and
assets constituting the Trust Estate or to carry on any business involving such
assets.  The rights and duties specified for the Trustee herein are granted
solely for the purpose of protecting and conserving the assets constituting the
Trust Estate.

     SECTION 2.4    Trust Account and Payment Accounts.
                    ---------------------------------- 

     (a) On or before [the date the tender closes], the Trustee shall open and
maintain the a trust account for the receipt of LOC Proceeds and Reinvestment
Income (the "Trust Account").  On or before the date that funds will be
deposited in, and for as long as funds remain in, the Trust Account, the Trustee
shall open and maintain separate trust accounts, each designated to a particular
Beneficiary (individually, a "Payment Account" and collectively, the "Payment
Accounts").

     (b) The Trust Account and Payment Accounts shall be maintained in the name
of, and at the sole control of, the Trustee for the benefit of the
Beneficiaries.  The Trustee shall hold all amounts deposited into the Trust
Account and Payment Accounts under this Agreement for the benefit of the
Beneficiaries until distribution of any such amounts is accomplished under this
Agreement.  The amounts on deposit in the Trust Account and Payment Accounts (i)
may be maintained as subaccounts of a single master or concentration account if
required or deemed appropriate by the Trustee for investment, administrative or
settlement purposes and (ii) may be commingled for investment, administrative or
settlement purposes so long as the amounts required to be on deposit in such
subaccounts are credited to the proper subaccounts.

                                       6

 
                                  ARTICLE III

                    PAYMENT OF EBP, MIP AND MIP TAIL AMOUNTS
                    ----------------------------------------

     SECTION 3.1    Certification of Beneficiaries for MIP Tail Amount.
                    -------------------------------------------------- 

     (a) Each Beneficiary listed on the Schedule of Benefits as eligible to
receive an MIP Tail Amount shall become entitled to receive an MIP Tail Amount,
unless the Company, on or before October 1, 1995, certifies to the Trustee that
such Beneficiary either (i) was not employed by the Company on the Record Date,
(ii) was not involuntarily terminated by the Company after the "Change in
Control" (as defined in the MIP) or (iii) did not terminate his employment with
the Company by reason of "Total and Permanent Disability" (as defined in the
MIP) or death on or after the Change in Control.

     (b) If the Company certifies that any Beneficiaries indicated on the
Schedule of Benefits to be eligible to receive an MIP Tail Amount are not
entitled to receive such MIP Tail Amount, then, with respect to the
Beneficiaries not so certified, the Designated Beneficiaries may conduct an
inquiry, and, at their option, may certify one or more of such Beneficiaries as
eligible to receive an MIP Tail Amount by notice to the Trustee on or before
October 10, 1995.  The Trustee shall promptly furnish a copy of the Designated
Beneficiaries' certification to the Company.

     SECTION 3.2    Draws on the LOC.
                    ---------------- 

     On October 16, 1995, the Trustee shall draw on the LOC in an amount equal
to the Aggregate EBP Amount, the Aggregate MIP Base Amount and that portion of
the Aggregate MIP Tail Amount due to Beneficiaries, as certified by the Company
or the Designated Beneficiaries under Section 3.1 above, and deposit the LOC
Proceeds in the Trust Account.  The Trustee shall then promptly transfer from
the Trust Account to each Beneficiary's Payment Account an amount, for each
Beneficiary as set forth on the Schedule of Benefits, equal to such
Beneficiary's (i) EBP Amount, (ii) MIP Amount and (iii) MIP Tail Amount, if such
Beneficiary was certified to be entitled to his MIP Tail Amount, and then
distribute the funds in the Payment Accounts to the Beneficiaries thereof.

     SECTION 3.3    Reductions to the LOC Amount.
                    ---------------------------- 

     (a) The initial amount of the LOC shall be $________________ and shall
reduce by the amount of any draws on the LOC.

     (b) Effective as of the LOC Termination Date, the Trustee shall instruct
the LOC Issuer to reduce the LOC Amount to zero and shall cancel the LOC and 
return it to the LOC Issuer.

     SECTION 3.4    LOC Draw Event.
                    -------------- 

     If, prior to October 16, 1995, an LOC Draw Event shall occur, the Trustee
shall draw on the LOC within three (3) Business Days (but in any event on or
before October 16, 1995).  After drawing on the LOC, the Trustee shall deposit
the LOC Proceeds in the Trust Account.  If the Trustee has so drawn on the LOC,
then the Trustee, on October 16, 1995, shall transfer Trust

                                       7

 
Funds in the Trust Account to the Payment Accounts and pay out to Beneficiaries
their respective EBP Amounts, MIP Amounts and MIP Tail Amounts, as set forth on
the Schedule of Benefits.

     SECTION 3.5    Insufficiency of Trust Estate.
                    ----------------------------- 

     The Trustee shall attempt to make all distributions of Trust Funds in
accordance with the procedures set forth in this Agreement.  If at any time the
Trustee, after making all permitted draws on the LOC, is unable to pay from
Trust Funds all amounts which have become payable to Beneficiaries or other
parties, then the remaining Trust Funds shall be paid pro rata to all
Beneficiaries in the proportion which each Beneficiary's respective EBP Amount,
MIP Amount and MIP Tail Amount, taken together, bear to the sum of the Aggregate
EBP Amount, Aggregate MIP Amount and Aggregate MIP Tail Amount.

     SECTION 3.6    Remedies If Draw is Dishonored.
                    ------------------------------ 

     (a) In case any draw on the LOC is dishonored, the Trustee, in its
discretion may proceed to protect and enforce its rights and the rights of the
Beneficiaries under this Agreement by a suit, action or proceeding in equity or
at law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the execution of any power
granted in this Agreement or for the enforcement of any other legal, equitable
or other remedy, as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce any of the rights of the Trustee or the
Beneficiaries.

     (b) In case any draw on the LOC is dishonored, those Beneficiaries desiring
the Trustee to take action to enforce and conserve the Trust Estate, shall offer
to provide the Trustee such reasonable indemnity as the Trustee may require
against the costs, expenses, and liabilities to be incurred (as estimated by the
Trustee) by instituting any suit, action, or proceeding in equity or at law upon
or under or with respect to the LOC.  Each such Beneficiary shall subscribe for
the estimated costs, expenses and liabilities likely to be incurred by the
Trustee in the ratio which its share of any expected recovery bears to the
entire recovery, as agreed among such Beneficiaries, or in the absence of such
agreement, as decided by the Trustee in its discretion without liability of any
kind to the Beneficiaries for such decision.  Upon establishing the pro rata
shares for the Trustee's indemnity and the payment of any amounts or furnishing
of such security as may be required by the Trustee, such Beneficiaries shall
constitute the "Managing Beneficiaries", each with a vote in proportion to its
subscribed share of the Trustee's indemnity (all votes totalling 100%).  Actions
of the Trustee authorized by the Managing Beneficiaries shall require a 51% vote
of the Managing Beneficiaries.

     (c) In case any draw on the LOC is dishonored, the Managing Beneficiaries
with aggregate votes of 51% or more shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that, subject to Section 5.1, the Trustee shall have the right to
decline to follow any direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken, or if the
Trustee in good faith determines that the action so directed would be illegal or
involve it in personal liability or be unduly prejudicial to the rights of
Beneficiaries not parties to such direction; and provided further that nothing
in this Agreement shall impair the right of the Trustee to take any action
deemed proper by the Trustee and which is not inconsistent with such direction
by the Managing Beneficiaries.

                                       8

 
                                   ARTICLE IV

                             ACCOUNTING AND REPORTS
                             ----------------------

     SECTION 4.1    Investment of Trust Funds.
                    ------------------------- 

     The Trustee shall invest any funds deposited in the Trust Account in
Eligible Investments in such manner as will most conveniently ensure access to
Trust Funds when needed for distributions as directed in writing by the 
Designated Beneficiaries.  The Trustee shall have no duty to maximize 
investment returns.

     SECTION 4.2    Manner of Making Distributions.
                    ------------------------------ 

     All distributions to Beneficiaries shall be made by checks sent by first
class United States mail, postage prepaid, to the addresses appearing on the
Register.  Upon the execution of this Agreement, the Company has furnished the
initial Register to the Trustee.  The Designated Beneficiaries are authorized to
provide notices to the Trustee advising of changed addresses for any of the
Beneficiaries.  Upon recipt of such notice, the Trustee shall make the
corresponding changes in the Register.

     SECTION 4.3    Tax Returns.
                    ----------- 

     The Trustee shall prepare or shall cause to be prepared any tax returns
required to be filed by the Trust and such returns shall be filed by the
Trustee.  In no event shall the Trustee be liable for any liabilities, costs or
expenses of the Trust or the Beneficiaries under any tax law, including without
limitation Federal, state or local income or excise taxes or any other tax
imposed on or measured by income (or any interest or penalty with respect
thereto or arising from a failure to comply therewith).


                                   ARTlCLE V

                                  THE TRUSTEE
                                  -----------

     SECTION 5.1    Duties of Trustee; Standard of Care.
                    ----------------------------------- 

     The Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.  The Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise, as a prudent corporate trustee under a trust
indenture.  No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own gross negligent action, its own gross
negligent failure to act or its own wilful misconduct; provided, however, that:

     (1) The duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable except
for the performance of such duties and obligations as are specifically set forth
in this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and, in the absence of bad faith

                                       9

 
on the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;

     (2) The Trustee shall not be personally liable for an error of judgment
made in good faith by the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts or in performing its duties;

     (3) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with
the direction, as provided under the terms of this Agreement, of the Designated
Beneficiaries relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Agreement, except that the
enforcement of remedies pursuant to Section 3.6 shall be directed by the
Managing Beneficiaries as therein provided; and

     (4) The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     SECTION 5.2    Certain Matters Affecting the Trustee.
                    ------------------------------------- 

     (a) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform as to form to the requirements of this Agreement.  The Trustee may rely
and shall be protected in acting or refraining from acting upon any resolution,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties.

     (b) The Trustee may consult with counsel and any opinion of counsel for the
Trustee shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such opinion of counsel.

     (c) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Beneficiaries, pursuant to the provisions of this Agreement,
unless the Designated Beneficiaries concur in such request, order or direction
and shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may he incurred therein or thereby.

     (d) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by the Designated
Beneficiaries; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such

                                      10

 
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such cost, expense or liability
as a condition to so proceeding.

     (e) The Trustee may execute any of the trusts or powers hereunder or
perform any duties as Trustee hereunder either directly or by or through agents
or attorneys or a custodian and shall not be liable for any acts or omissions of
such agents, attorneys or custodians if appointed by it with due care hereunder.

     SECTION 5.3    Trustee Not Liable for Unpaid Claims.
                    ------------------------------------ 

     The Trustee makes no representations as to the validity or sufficiency of
the Trust Estate to pay the Aggregate EBP, Aggregate MIP and Aggregate MIP Tail
to the Beneficiaries.  No recourse shall be had for any claim based on any
provision of this Agreement, including the LOC, against American National Bank
and Trust Company of Chicago in its individual capacity, and American National
Bank and Trust Company of Chicago shall not have any personal obligation,
liability or duty whatsoever to any Beneficiary or any other person with respect
to any such claim, and any such claim shall be asserted solely against the
Trust, except for such liability as is finally determined to have resulted from
its own gross negligence or willful misconduct.

     SECTION 5.4    Trustees' Compensation.
                    ---------------------- 

     (a) As compensation for its services hereunder, the Company shall pay to
the Trustee a base fee of $______________ upon execution of this Agreement and
shall also pay the following fees and expenses of the Trustee (in addition to
the base fee):

          (i) except as otherwise expressly provided herein, all reasonable
     expenses, disbursements and advances incurred or made by the Trustee in
     accordance with any provision of this Agreement (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel)
     except any such expense, disbursement or advance as may be attributable to
     its gross negligence or wilful misconduct;

          (ii) any loss, liability or expense incurred by Trustee without gross
     negligence or wilful misconduct on its part, arising out of or in
     connection with the acceptance or administration of this Trust and its
     duties hereunder, including the costs and expenses of defending itself
     against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

     (b) If the other fees and expenses of the Trustee herein provided to be
paid by the Company are not so paid, they shall be payable out of the Trust
Estate, and if Trust Funds are insufficient to pay amounts then due the Trustee,
the Trustee shall draw on the LOC in an amount sufficient to pay amounts then
due and permitted to be reimbursed from the Trust Estate.

     SECTION 5.5    Eligibility Requirements for Trustee.
                    ------------------------------------ 

     The Trustee hereunder shall at all times be an Eligible Trustee.  In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 5.5, the Trustee shall resign immediately in the
manner and with the effect specified in Section 5.6.

                                      11

 
     SECTION 5.6    Resignation or Removal of Trustee.
                    --------------------------------- 

     The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Designated Beneficiaries and the
Company, provided such notice is given on or before September 1, 1995.  Upon
receiving such notice of resignation, the Designated Beneficiaries shall
promptly appoint a successor Trustee by written instrument.  If no successor
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 5.5 and shall fail to resign after written request
therefor by the Designated Beneficiaries, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Trustee or any Beneficiary on behalf of itself and all others similarly situated
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 5.6 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 5.7.

     SECTION 5.7    Successor Trustee.
                    ----------------- 

     Any successor Trustee appointed as provided in Section 5.6 shall execute,
acknowledge and deliver to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee.  The predecessor Trustee shall deliver
or cause to be delivered to the successor Trustee the LOC and any related
documents and statements held by it hereunder; and the successor Trustee and
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certain vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.

     No successor Trustee shall accept appointment as provided in this Section
5.7 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions the provisions of Section 5.5.

     Upon acceptance of appointment by a successor Trustee as provided in this
Section 5.7, the successor Trustee shall mail notice of such succession to the
Beneficiaries at their addresses as shown in the Register.

     SECTION 5.8    Merger or Consolidation of Trustee.
                    ---------------------------------- 

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which

                                      12

 
the Trustee shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be eligible under the provisions of Section 5.5,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

     SECTION 5.9    Claims Under the Agreement.
                    -------------------------- 

     All rights of action and claims under this Agreement instituted,
prosecuted, enforced or defended by the Trustee shall be conducted in its own
name or in its capacity as Trustee.  Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
benefit of the Beneficiaries in respect of which such judgment has been
recovered, in accordance with their respective interests in the Trust Estate.

     SECTION 5.10  Designated Beneficiaries.
                   ------------------------ 

     (a) Except as specifically provided in this Agreement, no Beneficiary shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust or the obligations of the parties hereto, such right
being herein reserved solely to the Designated Beneficiaries or, in the limited
circumstances under Section 3.6, to the Managing Beneficiaries.

     (b) The Designated Beneficiaries shall have no right by virtue of any
provisions of this Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to this Agreement, unless they
previously shall have given to the Trustee a written notice of the action
desired to be taken and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for thirty (30) days after its
receipt of such notice, request, and offer of indemnity, shall have neglected or
refused to institute any such actions, suit, or proceeding.  It is understood
and intended, and expressly covenanted by each Beneficiary with every other
Beneficiary and the Trustee, that no one or more Beneficiaries shall have any
right in any manner whatever by availing itself or themselves of any provisions
of this Agreement to affect, disturb, or prejudice the rights of any other
Beneficiaries, or to obtain or seek to obtain priority over or preference to any
other such Beneficiary, or to enforce any right under this Agreement, except in
the manner herein provided and for the benefit of all Beneficiaries, in 
accordance with their respective interests in the Trust Estate.  For the 
protection and enforcement of the provisions of this Section, each and every
Beneficiary and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     (c) The Designated Beneficiaries make no representations as to the validity
or sufficiency of the Trust Estate to pay the Aggregate EBP, Aggregate MIP and
Aggregate MIP Tail to the Beneficiaries.  No recourse shall be had by any
Beneficiary or his successors and assigns for any claim based on any provision
of this Agreement, including the LOC, against any of the Designated
Beneficiaries in their individual capacity, and the Designated Beneficiaries
shall not have any personal obligation, liability or duty whatsoever to any
Beneficiary or his successors or assigns with respect to any such claim, and any
such claim shall be asserted solely against the Trust.

     (d) The Designated Beneficiaries shall be under no obligation to exercise
any of the rights or powers vested in them by this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto, at the
request, order or direction of any of the Beneficiaries, pursuant to the
provisions of this Agreement, unless the Designated Beneficiaries concur in such

                                      13

 
request, order or direction and the remaining Beneficiaries shall have offered
to the Designated Beneficiaries reasonable security or indemnity against the
costs, expenses and liabilities which may he incurred therein or thereby.

     (e) The Designated Beneficiaries, in their representative capacity and not
in their capacity as Beneficiaries, shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document given to them pursuant to this Agreement.  The
Designated Beneficiaries may consult with counsel and any opinion of counsel for
the Designated Beneficiaries shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by them
hereunder in good faith and in accordance with such opinion of counsel.

     (f) The Company shall protect, defend, indemnify and hold the Designated
Beneficiaries forever harmless from and against any and all liabilities,
demands, claims, actions, causes of action, asssessments, losses, costs, damages
or expenses, including attorneys' and accountants' fees in connection with any
of their acts or omissions, in their representative capacity and not in their
capacity as Beneficiaries, arising from or in connection with their exercise of,
or failure to exercise, any of the rights and powers granted to them under this
Agreement or as a result of or arising out of or by virtue of their status as
Designated Beneficiaries; provided, however, the foregoing indemnity obligation
of the Company shall not extend to actions brought, threatened or asserted
against the Company by the Designated Beneficiaries in connection with the Trust
or any other matter (other than actions brought solely to enforce the
obligations of the Company under this indemnity).  If the Company shall fail to
keep and perform its indemnity obligations hereunder, the Designated
Beneficiaries may give notice to the Trustee to indicate that the Company is in
breach of its obligations under this Section 5.10 and requesting a draw on the
LOC in the amount required to be reimbursed for any liabilities arising from
such breach, the Trustee shall deliver a copy of such notice to the Company.
Unless the Company, within thirty (30) days after service of such notice, has
delivered to the Trustee a signed release from the Designated Beneficiaries
rescinding their earlier notice, then, on the thirty-first (31st) day after
service of such notice, or the next Business Day if such day is not a Business
Day, the Trustee shall draw on the LOC (if the LOC has not previously been drawn
in full) in the amount of the notice from the Designated Beneficiaries and
deposit the LOC Proceeds into the Trust Account.  The Trustee shall promptly
transfer funds in such amount from the Trust Account to the Payment Accounts of
the Designated Beneficiaries as they shall jointly direct and distribute the
funds in the Payment Accounts to the respective Designated Beneficiaries.


                                   ARTICLE VI

                                 MISCELLANEOUS
                                 -------------

     SECTION 6.1    Maintenance of Office or Agency.
                    ------------------------------- 

     The Trustee will maintain or cause to be maintained, in the City of
Chicago, Illinois, an office or offices or agency or agencies where notices and
demands to or upon the Trustee in respect of this Agreement may be served.

                                      14

 
     SECTION 6.2    Termination.
                    ----------- 

     The Trustee shall wind up the affairs of the Trust promptly after the LOC
Termination Date and, at such time, the Trustee shall return the LOC to the LOC
Issuer.  The Trustee shall pay to the LOC Issuer any money held by it in the
Trust Account that remains unclaimed at the time of termination of the Trust;
and, at such time, the obligations and responsibilities created by the Agreement
and the Trust created thereby shall terminate.

     SECTION 6.3    Amendment.
                    --------- 

     (a) This Agreement may be amended from time to time by the Company with the
prior written consent of the Designated Beneficiaries, to cure any ambiguity or
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, as the case may be, or to add any
other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement
in any material respect; provided, however, that such action shall not, as
evidenced by an opinion of counsel for the Trustee, adversely affect the
interests of any Beneficiary.

     (b) Promptly after the execution of any amendment or consent pursuant to
this Section 6.3, the Trustee shall furnish written notification of the
substance of such amendment to each Beneficiary.

     (c) The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement or otherwise.

     (d) Upon the execution of any amendment to this Agreement, this Agreement
shall be modified in accordance therewith, and such amendment shall form a part
of this Agreement for all purposes; and every Beneficiary shall be bound
thereby.

     SECTION 6.4    Voting by Beneficiaries.
                    ----------------------- 

     For purposes of establishing the number of Beneficiaries voting on any
matter, the original number of Beneficiaries listed on the Schedule of Benefits
hereto shall constitute the total maximum number of votes. All legal heirs,
representatives, successors and assigns of any Beneficiary shall in the
aggregate be considered as a single vote.

     SECTION 6.5    Notices.
                    ------- 

     All communications and notices hereunder shall be in writing and shall be
deemed given if delivered personally or mailed by registered or certified mail
(reurn receipt requested), to the parties at the following address:

     If to the Trustee:

     33 N. LaSalle Street, 13th Floor
     Chicago, Illinois  60690
     Attention:  Corporate Trust Administration

                                      15

 
     If to the Company:

     ------------------------------

     ------------------------------

or at such other address for a party as specified by like notice, which shall be
effective when sent as described above.  All communications and notices pursuant
hereto to a Beneficiary shall be in writing and delivered or mailed to the
address shown in the Register.

     SECTION 6.6    Merger and Integration.
                    ---------------------- 

     Except as specifically stated otherwise herein, this Agreement sets forth
the entire understanding of the parties relating to the subject matter hereof,
and all prior understandings, written or oral, are superseded by this Agreement.
This Agreement may not be modified, amended, waived, or supplemented except as
provided herein.

     SECTION 6.7    Headings.
                    -------- 

     The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

     SECTION 6.8    Governing Law.
                    ------------- 

     This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois.

     SECTION 6.9    Counterparts.
                    ------------ 

     This Agreement may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.

     SECTION 6.10   Examination of Trust Records.
                    ---------------------------- 

     The Company and any Beneficiary may examine the books and records
maintained by the Trustee during normal business hours at the office of the
Trustee upon compliance with the reasonable requirements of the Trustee.

     SECTION 6.11   Court Orders and Litigation.
                    --------------------------- 

     In case any part of the Trust property shall be attached, garnished, or
levied upon any court order, or the delivery thereof shall be stayed or enjoined
by an order of court, or any order, judgment or decree shall be made or entered
by any court order affecting the property deposited under this Agreement, or any
part thereof, the Trustee is hereby expressly authorized in its sole discretion,
to obey and comply with all writs, orders or decrees so entered or issued, which
it is advised by legal counsel of its own choosing is binding upon it, whether
with or without jurisdiction, and in case the Trustee obeys or complies with any
such writ, order or decree it shall not be liable

                                      16

 
to any of the parties thereto or to any other person, firm or corporation, by
reason of such compliance notwithstanding such writ, order or decree be
subsequently reversed, modified, annulled, set aside or vacated.  In the event
that the Trustee becomes involved in litigation on account of the Trust property
or this Agreement, it shall have the right to retain counsel and shall have a
lien on the property deposited hereunder for the costs, attorneys' and
solicitors' fees, charges, disbursements, and expenses in connection with such
litigation; and shall be entitled to reimburse itself therefor out of the
property deposited hereunder, and if it shall be unable to reimburse itself from
the property deposited hereunder, the Company agrees to pay to the Trustee on
demand, its reasonable charges, counsel and attorneys' fees, disbursements, and
expenses in connection with such litigation.

     SECTION 6.12  Conflicting Demands,
                   ------------------- 

     In the event that conflicting demands are made upon the Trustee for any
situation not addressed in this Agreement, the Trustee may withhold performance
of this Agreement until such time as said conflicting demands shall have been
withdrawn or the rights of the respective parties shall have been settled by
court adjudication, arbitration, joint order or otherwise.  

                                      17

 
     IN WITNESS WHEREOF, the Company and Trustee have caused this Agreement to
be executed by their respective officers thereunto duly authorized this ____ day
of ______________________, 1995.

TRUSTEE:  AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO


By:     __________________________________________
        [Name]
        [Title]


Attest: __________________________________________
        [Name]
        [Title]


COMPANY:  UNITED STATIONERS INC.


By:     __________________________________________
        [Name]
        [Title]


Attest: __________________________________________
        [Name]
        [Title]

                                      18

 
                                   SCHEDULE 1
                                   ----------

                                    THE LOC
                                    -------

Date:
Number:
Amount:  $U.S.:


Beneficiary:          On Behalf of:

Trustee               United Stationers Inc.
__________
__________, Illinois  _____________________, IL  _____

                                 Stated Expiry

                                 [Insert 1 year after Tender Offer]
 

Re:  USI BONUS BENEFITS TRUST
     ------------------------

1.   We hereby establish our irrevocable Letter of Credit in favor of
     ____________________________________, not in its individual capacity, but
     solely as Trustee of the USI Bonus Benefits Trust (the "Trustee") created
     under the provisions of a Trust Agreement dated as of ________, 1995
     between United Stationers Inc., a Delaware corporation (the "Company") and
     the Trustee (the "Trust Agreement"), for the account of the Company in the
     amount of _______________________________________ U.S. Dollars ($         )
     available by your draft(s) on us at sight.  Each draft shall be
     substantially in the form of Exhibit "A" hereto.  Partial drawings are
     permitted.

2.   Partial Reductions
     ------------------

     This Letter of Credit shall be reduced only when and to the extent of each
     draw by the Trustee and by amounts which we are instructed in writing by
     the Trustee to reduce this Letter of Credit.

3.   No right of set-off
     -------------------

     This Letter of Credit shall remain in effect without regard to any default
     in payments of sums owed us by the Company and without regard to any claims
     or right of set off which we may have against the Company.

4.   This Letter of Credit shall remain in full force and effect notwithstanding
     any amendment to such Trust Agreement, and the Trustee is not required to
     furnish notice of any such amendment.

5.   In the event the Trustee draws on this Letter of Credit in accordance with
     the terms hereof and we fail to honor said draft for any reason, we shall
     be liable for all of the Trustee's costs

 
     and expenses in enforcing this Letter of Credit including the Trustee's
     reasonable attorneys' fees.

This Irrevocable Letter of Credit is subject to the "Uniform Customs and
Practice for Documentary Credit, the International Chamber of Commerce
Publication #500 (Latest Revision)", except as herein and above modified.

 
                                   EXHIBIT A

                                ___________ Bank

                          Letter of Credit No. ______

                                     DRAFT


     PAY $_________________________ TO _________________________________, AS
TRUSTEE OF THE USI BONUS BENEFITS TRUST.

     _____________________________ (the "Trustee") hereby certifies as follows:
That this Draft is executed by: ______________________________________________,
whose title is ______________________ and who has full authority to execute 
this Draft; that it is made and delivered to obtain payment against ____________
_______ Bank, Letter of Credit Number ______________ dated _____________________
for purposes of that certain trust (known as the USI Bonus Benefits Trust) 
created under the provisions of a trust agreement dated as of _________, 1995 
between United Stationers Inc., as settlor, and the Trustee.


                                    _________________________________________


                                    BY: _____________________________________

                                    ITS:_____________________________________


Dated: _________________________________

 
                                   SCHEDULE 2
                                   ----------

                              SCHEDULE OF BENEFITS
                              --------------------

Beneficiaries                 EBP                MIP               MIP TAIL
- -------------                 ---                ---               --------


 
                                                                       EXHIBIT G
                                                                       ---------

                                _________ Bank

                           Letter of Credit No. ___

                                     DRAFT


      PAY $________________________ TO _______________________, AS TRUSTEE OF 
THE USI EMPLOYEE BENEFITS TRUST.

      _____________________________ (the "Trustee") hereby certifies as follows:
That this Draft is executed by:_________________________________________, whose 
title is _______________________ and who has full authority to execute this 
Draft; that it is made and delivered to obtain payment against ________________
Bank, Letter of Credit Number ______________ dated ________________ for purposes
of that certain trust (known as the USI Employee Benefits Trust) created under 
the provisions of a trust agreement dated as of ________, 1995 between United 
Stationers Inc., as settlor, and the Trustee.


                                                       _________________________

        
                                                       BY: ________________
                          
                                                       ITS: _______________


Dated: _____________________

 
                                   SCHEDULE 1
                                   ----------

                                    THE LOC
                                    -------

Date:
Number:
Amount:  $U.S.:


Beneficiary:          On Behalf of:

Trustee               United Stationers Inc.
____________          _____________________
__________, Illinois  _____________________, IL  _____

                                         Stated Expiry

                                         [Insert Evergreen provisions]
 

Re:  USI EMPLOYEE BENEFITS TRUST
     ---------------------------

1.   We hereby establish our irrevocable Letter of Credit in favor of
     ____________________________________, not in its individual capacity, but
     solely as Trustee of the USI Employee Benefits Trust (the "Trustee")
     created under the provisions of a Trust Agreement dated as of _____ __,
     1995 between United Stationers Inc., a Delaware corporation (the "Company")
     and the Trustee (the "Trust Agreement"), for the account of the Company in
     the amount of ____________________________________ U.S. Dollars ($       ) 
     available by your draft(s) on us at sight.  Each draft shall be
     substantially in the form of Exhibit "A" hereto.  Partial drawings are
     permitted.

2.   Partial Reductions
     ------------------

     This Letter of Credit shall be reduced only when and to the extent of each
     draw by the Trustee and by amounts which we are instructed in writing by
     the Trustee to reduce this Letter of Credit.

3.   No right of set-off
     -------------------

     This Letter of Credit shall remain in effect without regard to any default
     in payments of sums owed us by the Company and without regard to any claims
     or right of set off which we may have against the Company.

4.   Expiration Notice
     -----------------

     This irrevocable Letter of Credit shall be automatically renewed without
     amendment for one year from the present or any future expiration date
     hereof unless at least sixty (60) days prior to such date we shall notify
     the Trustee by certified mail, return receipt requested, delivered to
     addressee only, that we are not renewing this Letter of Credit for any such
     additional period.  Upon receipt by the Trustee of such notice that we are
     not renewing this 

 
     Letter of Credit, the Trustee may continue to draw hereunder at any time
     before the expiration date up to an amount not exceeding the available
     amount of this Letter of Credit by means of your drafts on us in
     substantially the form of Exhibit "A" hereto.

     This Letter of Credit expires on ____________________, 1996, unless renewed
     as provided above.

5.   This Letter of Credit shall remain in full force and effect notwithstanding
     any amendment to such Trust Agreement, and the Trustee is not required to
     furnish notice of any such amendment.

6.   In the event the Trustee draws on this Letter of Credit in accordance with
     the terms hereof and we fail to honor said draft for any reason, we shall
     be liable for all of the Trustee's costs and expenses in enforcing this
     Letter of Credit including the Trustee's reasonable attorneys' fees.

This Irrevocable Letter of Credit is subject to the "Uniform Customs and
Practice for Documentary Credit, the International Chamber of Commerce
Publication #500 (Latest Revision)", except as herein and above modified.

 
                                   EXHIBIT A

                                ___________ Bank

                          Letter of Credit No. ______

                                     DRAFT


     PAY $_________________________ TO _________________________________, AS
TRUSTEE OF THE USI EMPLOYEE BENEFITS TRUST.

     _____________________________ (the "Trustee") hereby certifies as follows:
That this Draft is executed by:
_____________________________________________________________, whose title is
______________________ and who has full authority to execute this Draft; that it
is made and delivered to obtain payment against ___________________ Bank, Letter
of Credit Number ______________ dated _________________________________ for
purposes of that certain trust (known as the USI Employee Benefits Trust)
created under the provisions of a trust agreement dated as of _________, 1995
between United Stationers Inc., as settlor, and the Trustee.


                                    _________________________________________


                                    BY: _____________________________________

                                    ITS:_____________________________________


Dated: _________________________________

 
                                                               EXHIBIT H
                                                               ---------

                                __________ Bank

                          Letter of Credit No. _____

                                     DRAFT

     PAY $______________________________ TO ______________________________, AS
TRUSTEE OF THE USI BONUS BENEFITS TRUST.

     _______________ (the "Trustee") hereby certifies as follows: That this 
Draft is executed by: ________________________________________________, whose
title is ______________ and who has full authority to execute this Draft; that
it is made and delivered to obtain payment against _______________ Bank, Letter
of Credit Number ________________ dated ____________________ for purposes of
that certain trust (known as the USI Bonus Benefits Trust) created under the
provisions of a trust agreement dated as of _____________, 1995 between United
Stationers Inc., as settlor, and the Trustee.

                                       _______________________________________

                                       BY: ______________________

                                       ITS: _____________________

DATED: ______________________




 
                                   SCHEDULE 1
                                   ----------

                                    THE LOC
                                    -------

Date:
Number:
Amount:  $U.S.:


Beneficiary:          On Behalf of:

Trustee               United Stationers Inc.
__________
__________, Illinois  _____________________, IL  _____

                                 Stated Expiry

                                 [Insert 1 year after Tender Offer]
 

Re:  USI BONUS BENEFITS TRUST
     ------------------------

1.   We hereby establish our irrevocable Letter of Credit in favor of
     ____________________________________, not in its individual capacity, but
     solely as Trustee of the USI Bonus Benefits Trust (the "Trustee") created
     under the provisions of a Trust Agreement dated as of ________, 1995
     between United Stationers Inc., a Delaware corporation (the "Company") and
     the Trustee (the "Trust Agreement"), for the account of the Company in the
     amount of _______________________________________ U.S. Dollars ($         )
     available by your draft(s) on us at sight.  Each draft shall be
     substantially in the form of Exhibit "A" hereto.  Partial drawings are
     permitted.

2.   Partial Reductions
     ------------------

     This Letter of Credit shall be reduced only when and to the extent of each
     draw by the Trustee and by amounts which we are instructed in writing by
     the Trustee to reduce this Letter of Credit.

3.   No right of set-off
     -------------------

     This Letter of Credit shall remain in effect without regard to any default
     in payments of sums owed us by the Company and without regard to any claims
     or right of set off which we may have against the Company.

4.   This Letter of Credit shall remain in full force and effect notwithstanding
     any amendment to such Trust Agreement, and the Trustee is not required to
     furnish notice of any such amendment.

5.   In the event the Trustee draws on this Letter of Credit in accordance with
     the terms hereof and we fail to honor said draft for any reason, we shall
     be liable for all of the Trustee's costs

 
     and expenses in enforcing this Letter of Credit including the Trustee's
     reasonable attorneys' fees.

This Irrevocable Letter of Credit is subject to the "Uniform Customs and
Practice for Documentary Credit, the International Chamber of Commerce
Publication #500 (Latest Revision)", except as herein and above modified.

 
                                   EXHIBIT A

                                ___________ Bank

                          Letter of Credit No. ______

                                     DRAFT


     PAY $_________________________ TO _________________________________, AS
TRUSTEE OF THE USI BONUS BENEFITS TRUST.

     _____________________________ (the "Trustee") hereby certifies as follows:
That this Draft is executed by: ______________________________________________,
whose title is ______________________ and who has full authority to execute 
this Draft; that it is made and delivered to obtain payment against ____________
_______ Bank, Letter of Credit Number ______________ dated _____________________
for purposes of that certain trust (known as the USI Bonus Benefits Trust) 
created under the provisions of a trust agreement dated as of _________, 1995 
between United Stationers Inc., as settlor, and the Trustee.


                                    _________________________________________


                                    BY: _____________________________________

                                    ITS:_____________________________________


Dated: _________________________________

                                                                  EXHIBIT I
                                             VALUATION RESEARCH CORPORATION


                                                   Form of Solvency Opinion 
                                                                     Page 1




[   ], 1995

Associated Holdings, Inc. ("Holdings"), a Delaware corporation and its wholly 
owned subsidiary Associated Stationers, Inc. ("ASI"), a Delaware corporation, 
and their Boards of Directors

and

United Stationers Inc. ("United"), a Delaware corporation and its wholly owned 
subsidiary United Stationers Supply Co. ("Supply"), an Illinois corporation, and
their Boards of Directors

and

Wingate Partners, L.P. ("Wingate")

and

The Lenders party to the Credit Agreement (the "Credit Agreement") dated as of 
[February  ], 1995 by and among Holdings, ASI, United, Supply, the Lenders and 
The Chase Manhattan Bank (National Association) as agent ("Agent") for the 
Lenders

and

The Senior Subordinated Lenders party to the Senior Subordinated Bridge Loan 
Agreement (the "Senior Subordinated Bridge Loan Agreement") dated as of 
[February  ], 1995 by and among [to follow] and the [Senior Subordinated   ] 
Lenders

Ladies and Gentlemen:

This letter is provided by Valuation Research Corporation ("Valuation") 
reporting the performance of certain limited procedures at the request of the 
Agent to assist in complying with conditions under the Credit Agreement, the 
Senior Subordinated Bridge Loan Agreement and the Merger Agreement. Capitalized 
terms defined in the Credit Agreement are used herein as defined therein unless 
defined herein.

 
                                                 VALUATION RESEARCH CORPORATION


                                                       
                                                      Form of Solvency Opinion
                                                                        Page 2

We understand that pursuant to the Tender Offer Documents, Holdings has made a 
Tender Offer to purchase for cash up to 92.5% of the issued and outstanding 
United Shares (at a price per share not to exceed $15.50). Following the 
purchase of a sufficient percentage of the United Shares, it is contemplated 
that Holdings will merge with and into United with the result that United will 
be the surviving corporation (the "Guarantor"). Simultaneously, ASI will merge 
with and into Supply, with the result that Supply will be the surviving 
corporation (the "Company" and, together with the Guarantor, the "Obligors").

We further understand that the total uses of funds associated with the Mergers
is estimated at approximately $[ ] million. Of this total (i) approximately $[ ]
million represents cash purchase price to United's stockholders and buyout of
options; (ii) approximately $[ ] million to repay existing indebtedness; and
(iii) approximately $[ ] million in transaction fees and expenses.

The financial accommodations made available to the Obligors under the Credit 
Agreement during the period from and including the Tender Offer Closing Date to 
and including the Tender Offer Loan Commitment Termination Date will consist of 
$420.0 million under the Tender Offer Term Loan Facility and $80.0 million under
the Tender Offer Revolving Credit Facility.

Financial accommodations made available to the Obligors under the Credit 
Agreement from and including the Merger Date will include (i) $200.0 million of 
Term Loans consisting of the Tranche A Term Loan, a $125.0 million five-year 
term loan with quarterly payments maturing on the Quarterly Date falling on or 
nearest to the fifth anniversary of the Merger Date, and the Tranche B Term 
Loan, a $75.0 million seven-year term loan with quarterly repayments maturing on
the Quarterly Date falling on or nearest to seventh anniversary of the Merger 
Date; and (ii) up to $300.0 million of Revolving Credit Loans maturing on the 
Quarterly Date falling on or nearest to the fifth anniversary of the Merger 
Date, for working capital purposes and Letters of Credit, of which 
approximately $[   ] million will be drawn on at the Merger Date.

The financial accommodations made available to the Company under the Senior
Subordinated Bridge Loan Agreement from and including the Tender Offer Closing
Date will consist of $130.0 million aggregate principal amount of Senior
Subordinated Bridge Loans [more description of the Bridge Loans and Take-Out
Notes to follow].

The remaining funds are provided by [Wingate] in the form of a [$12.0] million
equity capital contribution to the Company. The cash purchase by the Guarantor
of up to 92.5% of the issued and outstanding United Shares and the completion of
the Mergers (together, the "Acquisition"), the [$12.0] million equity
contribution, the borrowing contemplated by the Senior Subordinated Bridge Loan
Agreement and the borrowings contemplated by the Credit Agreement are
collectively referred to as the "Transaction".
































 
                                                  VALUATION RESEARCH CORPORATION

                                                        Form of Solvency Opinion
                                                                          Page 3

Pursuant to our understanding of the above, Valuation has been asked to provide 
its opinion (the "Opinion") as of [Tender Offer Closing Date/Merger Date],* that
(a) immediately after and giving effect to the borrowings under the Tender Offer
Loans and the Senior Subordinated Bridge Loans subsequent to the acquisition of
a sufficient number of United Shares to enable Holdings to effect the Mergers:

      (i)    The Present Fair Saleable Value and Fair Market Value of the 
             respective assets of Holdings, ASI, United and Supply, on a stand
             alone and consolidated basis, will be greater than their respective
             Stated Liabilities, Identified Contingent Liabilities and
             obligations with respect to the New Financing;

     (ii)    Holdings, ASI, United and Supply will each, on a stand alone and 
             consolidated basis, be able to pay their respective Stated
             Liabilities, Identified Contingent Liabilities and obligations with
             respect to the New Financing, as they mature; and

    (iii)    None of Holdings, ASI, United and Supply, on a stand alone and
             consolidated basis, will have Unreasonably Small Capital with which
             to engage in their business as their respective managements have
             indicated they are now conducted and are proposed to be conducted
             post - Acquisition;

and (b) immediately after and giving effect to the Transaction:

      (i)    The Present Fair Saleable Value and Fair Market Value of the 
             respective assets of each of the Obligors on a stand alone and
             consolidated basis, will be greater than their respective Stated
             Liabilities, Identified Contingent Liabilities and obligations with
             respect to the New Financing;

     (ii)    Each of the Obligors on a stand alone and consolidated basis, will 
             be able to pay their respective Stated Liabilities, Identified 
             Contingent Liabilities and obligations with respect to the New 
             Financing, as they mature; and

    (iii)    Neither of the Obligors on a stand alone and consolidated basis, 
             will have Unreasonably Small Capital with which to engage in its 
             respective business as its respective management has indicated is 
             now conducted and is proposed to be conducted post - New Financing.

*   We will deliver an opinion as to (a) and (b) on the Tender Offer Closing 
    Date and as to (b) on the Merger Date.


 
                                                 VALUATION RESEARCH CORPORATION

                                                       Form of Solvency Opinion
                                                                         Page 4

For the purposes of this Opinion, the following terms are defined:

(1)  "Present Fair Saleable Value" means the aggregate amount that may be 
     realized by an independent willing seller from an independent willing
     buyer if a company's assets are sold with reasonable promptness in an
     arm's-length transaction under present conditions for the sale of assets
     of comparable business enterprises in an existing and not theoretical
     market. This definition does not contemplate a distress sale.

(2)  "Fair Market Value" means the amount at which a company's assets in their 
     entirety would change hands between a willing buyer and a willing seller,
     within a commercially reasonable period of time, each having reasonable
     knowledge of the relevant facts, neither being under any compulsion to act,
     with equity to both.

(3)  "New Financing" means the indebtedness being incurred by the Obligors 
     through borrowing under the Credit Agreement and the Senior Subordinated 
     Bridge Loan Agreement.

(4)  "Stated Liabilities" means the liabilities of the Obligors determined in 
     accordance with generally accepted accounting principles ("GAAP"),
     consistently applied, as set forth in the pro forma balance sheet as of 
     [         ], all of which information has been provided to us. Stated 
     Liabilities exclude indebtedness under New Financing and are shown 
     separately on Exhibit A of this Opinion.

(5)  "Identified Contingent Liabilities" means, with respect to any Person, the 
     estimated liabilities of such Person that may result from pending
     litigation, asserted claims and assessments, guaranties, indemnities,
     environmental conditions, contract obligations, uninsured risks, and other
     contingent liabilities as identified and explained to us in terms of their
     nature and estimated dollar magnitude by a responsible officer of Holdings,
     ASI or Target, as applicable, and their respective advisors (the valuation
     of contingent liabilities to be computed in light of all the facts and
     circumstances existing at the time of such valuation as the amount that can
     reasonably be expected to become an actual or matured liability). These
     contingent liabilities may not meet the criteria for accrual under
     Statement of Financial Accounting Standards No. 5 and therefore may not be
     recorded as liabilities under GAAP.

(6)  "Unreasonably Small Capital" relates to the ability of the Obligors, after 
     giving effect to the incurrence of the New Financing and the consummation
     of the Transaction, to continue as a going concern and not lack sufficient
     capital for the needs and anticipated needs of the Obligors, including
     Identified Contingent Liabilities, without substantial unplanned
     dispositions of assets outside the ordinary course of business,
     restructuring of debt, externally forced revisions of its operations, or
     similar actions.


 
                                                  VALUATION RESEARCH CORPORATION

                                                        Form of Solvency Opinion
                                                                          Page 5

In expressing its Opinion, Valuation has relied on information and analyses 
furnished by and/or discussions held with Holdings, ASI, United and Supply, 
their respective advisors and auditors, which Valuation has reviewed and which 
have been the subject of discussions and inquiry.

Valuation does not assume any responsibility for the sufficiency and accuracy of
the information, but nothing has come to Valuation's attention in the course of
this engagement which would lead it to believe that any such information is
incorrect in any material respect or that it was unreasonable for Valuation to
utilize and rely upon such information. Such data has been accepted as
reasonably reflecting the Transaction, the companies' financial condition and
past and future operations. We have relied on the audited financial statements
(referred to below) without review, check, or verification and nothing has come
to our attention in the course of this engagement which would cause us to
believe that any information contained therein is incorrect in any material
respect or that it was unreasonable for Valuation to utilize and rely upon the
information.

Valuation has performed certain analyses, studies, and investigations more fully
described herein in support of its Opinion. Further, the Opinion expressed 
herein is subject to the General Limiting Conditions and Assumptions attached 
hereto as Exhibit B.

Valuation has reviewed extensive background data and material considered 
appropriate to the Opinion expressed as well as Holding's and United's audited 
financial statements for the fiscal years ended on or about [list dates of 
audited financials provided to Valuation]. Such areas of investigation have 
included but are not limited to:

 *   A review of the industry in which the Obligors operate.

 *   Inquiries as to the impact of future trends on the industry and the 
     Obligors.

 *   Discussion of the businesses and prospects of the Obligors with members of 
     Holdings, ASI's, United's and Supply's senior management, including 
     discussions of the competitive environment in which the Obligors operate
     and significant actions to be taken in the near term.

 *   A review of the Credit Agreement and the schedules and exhibits thereto.

 *   A review of the Acquisition Documents.

 *   A review of the Senior Subordinated Credit Agreement.

 *   A review of the Obligor's pro forma operating projections.

 *   A review of the historical operating results relating to each of ASI and
     Supply, and their latest respective financial positions.

 *   A review of the executive summary of the [         ] Phase I and Phase II  
     Environmental Site Assessments for ASI, prepared on [date] by [company] 
     (the "Environmental Assessment.").

 
                                                  VALUATION RESEARCH CORPORATION

                                                        Form of Solvency Opinion
                                                                          Page 6

*     Inquiry of a senior officers of each of Holdings, ASI, United and Supply
      who have responsibility for their respective legal, financial, and
      accounting matters as to the existence, magnitude and nature of Identified
      Contingent Liabilities and that the amounts relating thereto were the
      reasonably estimated liabilities of the management as of the date hereof.

*     [list others as relevant]

In addition, we have made other studies and analysis as we have deemed necessary
or appropriate.

For purposes of this Opinion, Valuation has assumed that there will be no 
material charge in the Acquisition Documents, Credit Agreement, Subordinated 
Bridge Loan Agreement or any other documents relating to the New Financing, from
those in Valuation's possession on [date of the letter].

Valuation has, to the extent necessary, discussed each of Holdings, ASI, United 
and Supply and their financial and operating matters with their respective 
management and advisors. Valuation has reviewed the forecasts of earnings, 
income and cash flows prepared by Holdings, for the years 1995 through 1997 and
discussed such forecasts with management of each of Holdings, ASI, United and 
Supply. This review included, but was not limited to, discussion of basic 
assumptions made in the preparation of the forecasts relating to the type of 
business; geographic markets; domestic economic conditions; capital facilities 
and working capital requirements. Nothing has come to our attention that would 
cause us to believe that basic assumptions used in the forecasts are 
unreasonable. We believe that the review we have conducted and the analyses and 
procedures undertaken are those generally considered appropriate for expressing 
the Opinion set forth herein.

On the basis of the review, procedures, and analyses performed, we express the 
following Opinion as of [Tender Offer Closing Date/Merger Date],* that (a) 
immediately after and giving effect to the borrowings under the Tender Offer 
Loans and the Senior Subordinated Bridge Loans subsequent to the acquisition of 
a sufficient number of United States to enable Holdings to effect the Mergers:

*     We will deliver an opinion as to (a) and (b) on the Tender Offer Closing 
      Date and as to (b) on the Merger Date.

                                                 VALUATION RESEARCH CORPORATION 

                                                       Form of Solvency Opinion
                                                                         Page 7


     (i)  The Present Fair Saleable, Value and Fair Market Value of the 
          respective assets of Holdings, ASI, United and Supply, on a stand 
          alone and consolidated basis, will be greater than their respective 
          Stated Liabilities, Identified Contingent Liabilities and obligations 
          with respect to the New Financing;

    (ii)  Holdings, ASI, United and Supply will each, on a stand alone and
          consolidation basis, be able to pay their respective Stated
          Liabilities, Identified Contingent Liabilities and obligations with
          respect to the New Financing, as they mature; and

   (iii)  None of Holdings, ASI, United and Supply, on a stand alone and
          consolidated basis, will have Unreasonably Small Capital with which to
          engage in their business as their respective managements have
          indicated they are now conducted and are proposed to be conducted 
          post - Acquisition;

and (b) immediately after and giving effect to the Transaction:

     (i)  The Present Fair Saleable Value and Fair Market Value of the
          respective assets of each of the Obligors on a stand alone and
          consolidated basis, will be greater than their respective Stated
          Liabilities, Identified Contingent Liabilities and obligations with
          respect to the New Financing;

    (ii)  Each of the Obligors on a stand alone and consolidated basis, will be
          able to pay their respective Stated Liabilities, Identified Contingent
          Liabilities and obligations with respect to the New Financing, as they
          mature; and

   (iii)  Neither of the Obligors on a stand alone and consolidated basis, will
          have Unreasonably Small Capital with which to engage in its respective
          business as its respective management has indicated is now conducted
          and is proposed to be conducted post - New Financing.

Exhibit A of this Opinion sets forth the Present Fair Saleable Value and Fair 
Market Value of the aggregate assets of the Obligors as well as their respective
Stated and Identified Contingent Liabilities, and New Financing.










 
                                                  VALUATION RESEARCH CORPORATION

                                                        Form of Solvency Opinion
                                                                          Page 8

This letter is solely for the information and assistance of the parties to whom 
it is addressed for matters in connection with the Credit Agreement and the 
Merger Agreement. Any other use is expressly prohibited and neither this letter 
nor any other of its parts may be circulated, quoted, or otherwise referred to 
for any other purpose without the written consent of Valuation which shall not 
be unreasonably withheld. If given, such consent shall not be without sufficient
review by Valuation as to the precise language of such disclosure and the time 
and place of its potential release.

The above limitations do not apply to related parties who the addressed parties 
believe have a legitimate business interest in receiving such copies, counsel, 
participating lenders, courts, administrative agencies, and other appropriate 
parties. However, in such instances, this Opinion must be provided to such 
parties in its entirety. The term "related parties" shall not exclude 
participants and assignees, regulators, or appropriate parties involved in 
litigation or court proceedings involving this transaction or under other 
similar circumstances.

Valuation has no responsibility to update the Opinion stated herein for events 
and circumstances occurring after the date of this letter, except as set forth 
in the engagement letter relating to an update as of the time of the Mergers.

Respectfully submitted,

VALUATION RESEARCH CORPORATION



Engagement Number: 04-2429-00

 
                                                  VALUATION RESEARCH CORPORATION

                                                        Form of Solvency Opinion
                                                                          Page 9

                                   EXHIBIT A

 ASSOCIATED HOLDINGS, INC. to be merged with and into UNITED STATIONERS, INC.
                                      and
   ASSOCIATED STATIONERS, INC. to be merged with and into UNITED STATIONERS 
                                  SUPPLY CO.

                   EXCESS OF PRESENT FAIR SALEABLE VALUE AND
                 FAIR MARKET VALUE OF ASSETS OVER LIABILITIES

                       As of [Tender Offer Closing Date]

                          (U.S. DOLLARS IN THOUSANDS)

 
 
                                                         Pre-            PFSV&FMV       Transaction          Post-
                                                      Transaction       Adjustments     Adjustments       Transaction
                                                      -----------       -----------     -----------       -----------
                                                                                                   
PRESENT FAIR SALEABLE VALUE
     AND FAIR MARKET VALUE                               $0                 $0                                $0

LIABILITIES:

Stated Liabilities
     Current (excluding C.P. of LTD)                     $0                                                   $0
     Existing Long-Term Debt (including C.P.)            $0                                 $0                $0
     Other Non-Current liabilities /(1)/                 $0                                                   $0

New Financing:
     Term Loans                                          $0                                 $0                $0
     Revolving Credit Loans                              $0                                 $0                $0
     Senior Subordinate Debt                             $0                                 $0                $0


Identified Contingent Liabilities                        $0                                 $0                $0
                                                         --                                 --                --

     Total Liabilities                                   $0                 $0              $0                $0

EXCESS OF PRESENT FAIR SALEABLE VALUE
AND FAIR MARKET VALUE OF ASSETS OVER LIABILITIES         $0                                                   $0
                                                         --                                                   --

 

NOTES:

/(1)/

 
                                                  VALUATION RESEARCH CORPORATION

                                                        Form of Solvency Opinion
                                                                         Page 10

                  GENERAL LIMITING CONDITIONS AND ASSUMPTIONS

In accordance with recognized professional standards as generally practiced in 
the valuation industry, the fee for these services is not contingent upon the 
conclusions of value contained herein. Valuation has determined to the best of 
its knowledge and in good faith that neither it nor any of its agents or 
employees have a material financial interest in the Obligors.

Neither Valuation, nor its agents or employees, assume any responsibility for 
matters legal in nature, nor do they render any Opinion as to any title to, or 
legal status of, property which may be involved, both real and personal, 
tangible and intangible.

Valuation assumes that all laws, statutes, ordinances, other regulations, or 
regulations of any governmental authority relevant to and in connection with 
this engagement are complied with unless express written noncompliance is 
brought to the attention of Valuation and is stated and defined by those relied 
on by Valuation, including Holdings, ASI, United and Supply and their respective
managements.

Valuation has relied on certain information furnished by others, including, but 
not limited to, Holdings, ASI, United, Supply and Wingate, without verification 
other than the procedures specified in Valuation's letter attached hereto. 
Valuation believes such information to be reliable as to accuracy and 
completeness but offers no warranty or representation to that effect; however, 
nothing has come to our attention in the course of this engagement that would 
cause us to believe that any furnished information is inaccurate in any material
respect or it is unreasonable to utilize and rely upon such information. Such 
information generally includes, but is not limited to, financial analyses and 
forecasts; historical, pro forma, audited and unaudited financial statements; 
and management analyses and forecasts.

[Where there may be real property involved, and unless specifically stated, 
Valuation has not made a land survey of the properties and has assumed that the 
Company has clear title to the properties represented by the company as owned by
the Company. It is assumed that there are no hidden or unapparent conditions of 
the property, subsoil, or structures thereon that render it more or less 
valuable. No responsibility is assumed for such unapparent conditions or for 
arranging for engineering studies that may be required to discover such 
unapparent conditions or any such unapparent conditions which may exist.]

Valuation assumes in the case of leases of real and other property that the 
Transaction will not trigger any renegotiations of such leases to market rates
based upon the change in the financial condition of the Obligors arising out of
the Transaction that would, in aggregate, be material to the Obligors. In
connection with this matter, we have no reason to believe that there will be any
material adverse effect on the Obligors arising from the Transaction.

 
                                                 VALUATION RESEARCH CORPORATION

                                                      Form of Solvency Opinion
                                                                        Page 11

Valuation is not an environmental consultant or auditor, and it takes no 
responsibility for any rental or potential environmental liabilities. Valuation 
does not conduct or provide environmental assessments and has not performed one 
for the Obligors.

Valuation has not determined independently whether the Obligors are subject to 
any future liability relating to environmental matters (including but not 
limited to CERCLA/Superfund liability), nor the scope of any such liabilities. 
Valuation's appraisal takes no such liabilities into account except as they have
been reported expressly in the [Environmental Assessment], and then only to the 
extent that the liability was included in an actual or estimated dollar amount. 
To the extent such information has been divulged to us, Valuation has relied on 
it without verification and offers no warranty or representation as to its 
accuracy or completeness.

In some instances, public information and statistical information have been 
obtained from sources Valuation has accepted as being reliable; however, 
Valuation makes no representation as to the accuracy or completeness of such 
information and has accepted the information without further verification.

The Opinion of Valuation does not represent an assurance, guarantee, or warranty
that the Obligors will not default on any debt obligations associated with the
Transaction.

Valuation makes no assurance, guarantee, or warranty that the covenants for the 
New Financing will not be broken in the future.

No representation is made herein as to the legal sufficiency of the above 
definitions (term definitions contained in the body of the Opinion) for any 
purpose; such definitions are used solely for setting forth the scope of this 
Opinion and Valuation believes such definitions to be reasonable for the 
purposes of rendering this Opinion.

Valuation has analyzed and reviewed the Transaction and provided the Opinion for
solvency purposes only and for no other purpose. Valuation's Opinion is in no 
way given as an indication of the fairness of the Transaction to any shareholder
of the Holdings, ASI, United or Supply, or any equity participant in the 
Transaction.

We have not made a specific compliance survey or analysis of the real properties
of the Company to determine whether they are subject to or in compliance with 
the Americans with Disabilities Act of 1992 (ADA) and this Opinion does not 
consider the impact, if any, of non-compliance in estimating the value of the 
Obligors' assets.

The Opinion of Present Fair Saleable Value and Fair Market Value of the assets 
expressed by Valuation result from the development and analysis of several 
valuation indications arrived at through the use of generally accepted valuation
procedures. These procedures included the Income Approach and the Market 
Approach which we believe to be procedures appropriate to express the Opinion 
herein.

 
                                                  VALUATION RESEARCH CORPORATION

                                                        Form of Solvency Opinion
                                                                         Page 12

The Income Approach utilized cash flow projections discounted to a present 
value. The discount rate selected was based on risk and return requirements 
deemed appropriate by Valuation, given the facts and circumstances surrounding 
the transaction under consideration. In arriving at an appropriate discount 
rate, Valuation considered the company average cost of capital, the company 
average cost of capital for other companies in the industry, and the rate of 
return on alternative investments. In addition, the risk inherent in the
business was also considered.

In addition to discounting the projected cash flows of the Obligors, Valuation 
performed sensitivity analysis which included varying the discount rates, sales 
growth rates, and profit margins of the projections in estimating a range of 
values.

The Market Approach compared the Company with publicly-traded companies 
engaged businesses which Valuation deemed reasonably similar to the 
Company's. The companies selected were either competitors of the Company or 
engaged in selling, distributing, or marketing products similar to that of the 
Company. Ratios such as invested capital to earnings; invested capital to 
earnings before interest and taxes; invested capital to earnings before 
interest, depreciation, and taxes; and invested capital to sales; were employed.
Acquisitions of companies in related industries were also reviewed.

Our conclusion of Present Fair Saleable Value and Fair Market Value of assets is
for the aggregate or total assets of Holdings, ASI, United and Supply. Nothing 
has come to our attention which would cause us to believe that the Present Fair 
Saleable Value of assets is materially different from the Fair Market Value of 
such assets.

In considering the Obligor's ability to repay debts as they mature we performed 
sensitivity analysis on the projections varying sales growth rates, profit 
margins and interest rates.

Our Opinion is necessarily based on economic, market, financial and other 
conditions as they exist on the date of this letter. While various judgments and
estimates which we consider reasonable and appropriate under the circumstances 
were made by us in the determination of value, no assurance can be given by us 
that the sale price which might ultimately be realized in any actual
transaction, if and when effected, will be at the Present Fair Saleable Value or
Fair Market Value indicated.

Material changes in the industry or in market conditions which might affect the
Obligor's business from and after the Merger Date and which are not reasonably
foreseeable are not taken into account.

 
                                                  VALUATION RESEARCH CORPORATION

                                                        Form of Solvency Opinion
                                                                         Page 13

Amounts payable with respect to Identified Contingent Liabilities cannot be
predicted with exact certainty. In addition, contingent liabilities exclude
obligations under executory contracts such as operating leases. The exclusion of
such executory contracts, in our opinion, has no material effect on the excess
of Present Fair Saleable Value or Fair Market Value of assets over liabilities.

[The amount shown in Exhibit A Identified Contingent Liabilities represents the 
maximum reasonably estimated liabilities as identified by [            ]. 
Nothing has come to our attention in the course of preparing this Opinion which 
would cause us to believe that the amount of Identified Contingent Liabilities 
is materially greater than the amount shown].

[Valuation has not included any estimate for deferred taxes in Exhibit A as the 
majority of such amounts arise out of accounting adjustments for the differences
between the book and tax basis of inventory and fixed assets. As this schedule 
is intended to represent economic reality and these amounts do not represent 
true cash obligations of the Company we are of the Opinion that such an 
exclusion is not unreasonable for the purposes that this Opinion is intended. 
Deferred taxes in the amount of $[    ] were represented on the [            ] 
Balance Sheet.]

EX-99.3

 
                                   EXHIBIT 3

                              AGREEMENT TO TENDER
                              -------------------

     This Agreement to Tender (the "Agreement") dated as of February 13, 1995
among Associated Holdings, Inc., a Delaware corporation ("AHI"), and the persons
whose names are set forth on Schedule A hereto (individually a "Shareholder" and
collectively the "Shareholders").


                                   Recitals:
                                   -------- 

     A.  AHI and United Stationers Inc., a Delaware corporation (the "Company")
are simultaneously herewith entering into an Agreement and Plan of Merger dated
as of the date hereof (the "Merger Agreement"), which provides, among other
things, that AHI, upon the terms and subject to the conditions thereof, will
make a cash tender offer for up to 92.5% of the outstanding shares of common
stock, par value $.10 per share, of the Company (the "Shares") at a price of
$15.50 per Share, pursuant to an Offer to Purchase and related Letter of
Transmittal which together constitute the "Offer" included in a Tender Offer
Statement on Schedule 14D-1 filed by AHI with the Securities and Exchange
Commission (the "Offer Statement"), or such higher price per share pursuant to
the Offer.  Upon completion of the Offer, AHI will merge with the Company (the
"Merger") and each then outstanding Share (other than certain Shares identified
in Section 3.1(b) of the Merger Agreement) would be converted as provided in
Section 3.1(a) of the Merger Agreement (the Offer and Merger being collectively
referred to as the "Transaction").

     B.  As a condition to entering into the Merger Agreement, AHI has
requested, and each of the Shareholders has agreed, to make certain agreements
and covenants with AHI, upon the terms and subject to the conditions hereinafter
set forth with respect to the respective number of Shares set forth on Schedule
A hereto opposite the name of each of the Shareholders.


     NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained herein, the parties hereto agree as
follows:

                                   ARTICLE I

                           Agreement to Tender Shares
                           --------------------------


     Section 1.1    Tender.  Subject to the terms and conditions of this
Agreement and of the Offer, each Shareholder agrees severally for itself only to
tender to AHI pursuant to the Offer in accordance with the terms thereof
("Tender") and not withdraw except as permitted hereby all Shares held by such
Shareholder.


 
The approximate number of Shares owned by the Shareholder are set forth on
Schedule A hereto opposite the name of such Shareholder and AHI shall accept for
payment and pay for all of such Shares Tendered by such Shareholder at the price
of $15.50 per Share or such higher price to be paid under the terms of the Offer
by means of a wire transfer to an account as specified by the Shareholder at the
following time:  one business following the Expiration Date (as defined in the
Offer Statement) if the aggregate number of shares Tendered are less than the
Maximum Number (as defined in the Offer Statement) or one business day following
the announcement of the final proration factor should more than the Maximum
Number be Tendered.  In the event that any Shareholder acquires any additional
Shares prior to the Tender of its Shares hereunder, all such additional Shares
shall be subject to the terms of this Agreement.  Notwithstanding the foregoing,
no Shareholder shall be required to Tender Shares and, if such Shareholder has
Tendered Shares, shall be permitted to withdraw its Shares, if this Agreement is
terminated as set forth in Section 6.1 hereof.

     Section 1.2  Adjustment Upon Changes in Capitalization.  In the event of
any change in the Shares by reason of any stock dividends, split-ups, mergers,
recapitalizations or other changes in the corporate or capital structure of the
Company, the number and kind of Shares subject to this Agreement shall be
appropriately adjusted.


                                   ARTICLE II

                                Related Matters
                                ---------------


     Section 2.1  Acquisition Transaction.  The parties acknowledge that AHI
would not have entered into the Merger Agreement without the concurrent
execution of this Agreement and that each Shareholder and AHI would not have
entered into this Agreement without the concurrent execution of the Merger
Agreement.

     Section 2.2  Agreement to Vote.  Subject to Section 6.1 hereof, each
Shareholder agrees to vote all their shares set forth on Schedule A, at any
meeting of shareholders, in favor of the Merger Agreement, the Merger and all
transactions arising out of the Merger Agreement which require shareholder
approval.  The Shareholder's agreement to vote their shares shall include an
agreement to execute written consents in lieu of a meeting.

                                      -2-


 
                                  ARTICLE III

                                Representations
                       and Warranties of the Shareholders
                       ----------------------------------


     Each of the Shareholders, severally, and not jointly, hereby represents and
warrants to AHI as follows:

     Section 3.1  Ownership of the Shares.  Such Shareholder is the record or
beneficial owner with full or shared voting power of the number of Shares set
forth opposite such Shareholder's name on Schedule A hereto (which are all the
Shares which such Shareholder so owns of record or beneficially), and at the
time of Tender will have good title, and (subject to the provisions of Section
2.2 hereof) full voting power, with respect to all such Shares, free and clear
of all liens, charges, encumbrances, equities, claims and options or other
defects in title which may restrict such Shareholder's ability or authority  to
tender, sell, and deliver such Shares hereunder.

     Section 3.2  Authorization; Valid and Binding Agreement.  This Agreement
has been duly and validly executed and delivered by such Shareholder and
constitutes a valid and binding agreement of such Shareholder enforceable
against such Shareholder in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws affecting creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity, including
principles of good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or equity).  Except as set forth in the Merger
Agreement, no consent or approval or any court, federal or state governmental
agency, or any other person or entity is required in connection with the
execution and consummation of the transactions contemplated by this Agreement to
permit each to carry out its obligations hereunder.

     Section 3.3  No Conflicts.  Neither the execution and delivery of this
Agreement nor the consummation by such Shareholder of the transactions
contemplated hereby will constitute a violation of, or conflict with, or
constitute a default under, any contract, commitment, agreement, understanding,
arrangement or restriction of any kind to which such Shareholder is a party or
by which such Shareholder is bound or any judgment, decree or order applicable
to such Shareholder.

                                      -3-


 
                                  ARTICLE IV

                              Representations and
                               Warranties of AHI
                               -----------------


          AHI hereby represents and warrants to the Shareholders as follows:

          Section 4.1  Authorization; Valid and Binding Agreement.  AHI has all
requisite corporate power and authority to enter into this Agreement, and this
Agreement has been duly authorized by all necessary corporate action on the part
of AHI.  This Agreement has been duly and validly executed and delivered by AHI,
and constitutes a valid and binding obligation of AHI, enforceable against AHI
in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
affecting creditors' rights and remedies generally and subject, as to
enforceability, to general principle of equity including principles of good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or equity).

          Section 4.2  Securities Matters.  AHI is acquiring the Shares for its
own account and not with a view to the public distribution thereof and will not
offer to sell or otherwise dispose of the Shares acquired in violation of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

                                   ARTICLE V

                                   Covenants
                                   ---------

          Section 5.1  Other Transactions.  Each Shareholder agrees severally,
and for itself only, that, prior to the termination of this Agreement, such
Shareholder shall not engage in any action or omission that would have the
effect of preventing or disabling such Shareholder from Tendering its Shares to
AHI.  Without limiting the foregoing and except as provided in this Agreement,
until the termination of this agreement such Shareholder agrees not to sell or
transfer, or agree to sell or transfer, any of the Shares provided, however,
that a Shareholder may transfer his or her Shares to a person, partnership,
trust, or other entity so long as such person or entity agrees in writing to be
bound by the terms, provisions and conditions of this Agreement.  Upon such
transfer, the transferor shall be released from the terms of this Agreement with
regard to such transferred Shares.

                                      -4-

 
                                  ARTICLE VI

                                  Termination
                                  -----------


          Section 6.1  Termination.  This Agreement shall terminate
automatically upon the occurrence of any of the following: (i) the Effective
Time (as defined in the Merger Agreement), (ii) the termination of the Merger
Agreement for any reason, (iii) any time following the public announcement by
any person of an offer to acquire at least a majority of the outstanding Shares
which the Shareholder reasonably believes is likely to be consummated and offers
a higher economic value to the Shareholder than the Offer and where the
Shareholder gives notice to AHI of such termination, or (iv) the Company Board
(as defined in the Merger Agreement) shall withdraw, modify or change in a
manner adverse to Purchaser, its recommendation set forth in Section
2.2(a)(i)(A) of the Merger Agreement, provided that the Company Board shall have
received an opinion of counsel that the Company Board is required to so
withdraw, modify or change such recommendation in the exercise of its fiduciary
duties.

          Section 6.2  Effect of Termination.  In the event of the termination
of this Agreement pursuant to Section 6.1, this Agreement (including, without
limitation, the voting agreement set forth herein) shall forthwith become void
and have no effect, without liability on the part of any party or its trustees,
partners, beneficiaries, directors, officers, and shareholders or affiliates.
Nothing contained in this Article VI shall relieve any party from liability for
any material breach of this Agreement or the Offer.

                                  ARTICLE VII

                                 Miscellaneous
                                 -------------


          Section 7.1  Expenses.  Each of the parties hereto will pay all fees
and expenses it incurs in connection with this Agreement, including without
limitation the fees and expenses of its financial and legal advisors.  Each
Shareholder represents and warrants to AHI that such Shareholder has not
employed any broker or finder or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with the transactions contemplated
herein.

          Section 7.2  Survival of Representations, Warranties and Agreements.
The representations, warranties and agreements of AHI and the Shareholders in
this Agreement or in any instrument delivered by AHI and the Shareholders
pursuant to this Agreement shall not survive the consummation of the Merger.

                                      -5-


 
          Section 7.3  Assignment; Parties in Interest.  Except as permitted by
Section 5.2 hereof or as required by operation of law, this Agreement shall not
be assignable by the parties hereto without the prior written consent of the
other parties.  This Agreement will be binding upon, inure to the benefit of and
be enforceable by the parties and their respective successors and permitted
assigns.

          Section 7.4  Entire Agreement; Amendments.  This Agreement and the
documents referred to herein or delivered pursuant hereto which form a part
hereof, contain the entire understanding of the parties with respect to its
subject matter.  There are no representations, warranties, agreements, promises,
covenants or undertakings other than those expressly set forth herein or
therein.  This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter.  This Agreement may be
amended only by a written instrument duly executed by all the parties.  Any
condition to a party's obligations hereunder may be waived in writing by such
party.

          Section 7.5  Notices.  All notices, claims, certificates, requests,
demands and other communications ("Notices") required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person, upon receipt of the telecopy confirmation when telecopied,
upon receipt if sent by a nationally recognized overnight courier service or two
(2) business days after being mailed (registered or certified mail, postage
prepaid, return receipt requested), addressed as follows:

          (a)  If to AHI, to:

               1075 Hawthorn Drive
               Itasca, Illinois  60143
               Telecopy: (708) 775-7509
               Attention: Daniel H. Bushell

               With copies to:

               Weil, Gotshal & Manges
               100 Crescent Court
               Dallas Texas  75201-6950
               Telecopy: (214) 746-4777
               Attention:  Lawrence D. Stuart, Jr.
 
               and:
 
               Wingate Partners, L.P.
               750 North St. Paul Street
               Suite 1200
               Dallas, Texas  75201
               Attention:  Thomas W. Sturgess

                                      -6-

 
          (b) If to the Shareholders, to each Shareholder at the address set
forth on their respective signature page to this Agreement:

               With copies to:

               Altheimer & Gray
               10 South Wacker Drive
               Suite 4000
               Chicago, Illinois  60606
               Telecopy (312) 715-4800
               Attention:  Phillip Gordon

or to such other address as the person to whom Notice is to be given may have
previously furnished to the other in writing in the manner set forth above.

     Section 7.6    Governing Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflicts of law thereof.

     Section 7.7    Severability of Provisions.  In case any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

     Section 7.8    Counterparts; Headings.  This Agreement may be executed
simultaneously in several counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same instrument.
The article and section headings contained herein are for reference purposes
only and will not affect in any way the meaning or interpretation of this
Agreement.

     Section 7.9    Remedies.  The parties hereto agree that if for any reason
any party hereto shall have failed to perform its obligations under this
Agreement, then any other party hereto seeking to enforce this Agreement against
such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief.  This provision
is without prejudice to any other rights that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Agreement.

     Section 7.10   Further Assurances.  Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use reasonable efforts to
take, or cause to be taken, all action,

                                      -7-


 
and to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective agreement to
tender and vote contemplated by this Agreement.

     Section 7.11   Exculpation.  Notwithstanding anything to the contrary
contained herein, with respect to Shareholders which are partnerships or trusts,
there shall be no personal liability hereunder on any partners or trustees with
respect to the terms, conditions, representations, warranties or covenants
contained in this Agreement.  AHI shall look solely to such Shareholder and not
to any partners or trustees of those Shareholders for the satisfaction of all
remedies which AHI may have hereunder.
                                    [*****]

                                      -8-


 
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


                              ASSOCIATED HOLDINGS, INC.



                              By: _______________________________________
                                    Title: ______________________________

                      [Signatures continued on next pages]

                                      -9-

 
FISHMAN FAMILY
INVESTMENT PARTNERSHIP



By: /s/ Joan Fishman
   --------------------------------
   Joan Fishman, General Partner

Address:



/s/ Phillip Gordon
- -----------------------------------
Phillip Gordon, not personally,
but as Trustee of the Joan
Fishman Charitable Remainder
Trust u/a/d 2/1/95

Address:

 
JEROLD A. HECKTMAN
FAMILY INVESTMENT
PARTNERSHIP



By: /s/ Jerold A. Hecktman               /s/ Jerold A. Hecktman
   --------------------------------      --------------------------------
   Jerold A. Hecktman,                   Jerold A. Hecktman
   General Partner

Address:                                 Address:



/s/ Phillip Gordon
- -----------------------------------
Phillip Gordon, not personally,
but as Trustee of the Jerold
and Ruth Hecktman Charitable
Remainder Trust u/a/d 2/1/95

Address:

 
MELVIN L. HECKTMAN
FAMILY INVESTMENT
PARTNERSHIP



By: /s/ Melvin L. Hecktman               /s/ Melvin L. Hecktman
   --------------------------------      --------------------------------
   Melvin L. Hecktman,                   Melvin L. Hecktman
   General Partner

Address:                                 Address:



MLH INVESTMENT PARTNERSHIP              /s/ Phillip Gordon
                                        --------------------------------
                                        Phillip Gordon, not
                                        personally, but as
By: /s/ Melvin L. Hecktman              Trustee of the Melvin and Judith
   --------------------------------     Hecktman Charitable
   Melvin L. Hecktman,                  Remainder Trust
   Managing General Partner             u/a/d 2/1/95
                                        
Address:                                

                                        Address:



     



 
MILLS FAMILY
INVESTMENT PARTNERSHIP



By: /s/ Barbara Mills
   ------------------------------
   Barbara Mills,
   General Partner

Address:



    /s/ Phillip Gordon
- ---------------------------------
Phillip Gordon, not personally,
but as Trustee of the Barbara
Mills Charitable Remainder Trust
u/a/d 2/1/95

Address:

 
WOLF FAMILY
INVESTMENT PARTNERSHIP



By: /s/ Barbara Wolf 
   -------------------------------
   Barbara  Wolf Savage,
   General Partner

Address:



    /s/ Phillip Gordon
- ----------------------------------
Phillip Gordon, not personally,
but as Trustee of the Barbara
Wolf Savage Charitable Remainder
Trust u/a/d 2/1/95

Address:

                                
    /s/ Joel D. Spungin                 JOEL D. SPUNGIN                   
- ----------------------------------      INVESTMENT PARTNERSHIP 
Joel D. Spungin                                   
                                                                         
                                                                         
                                                                         
    /s/ Marilyn G. Spungin                 By: /s/ Joel D. Spungin
- ----------------------------------         ---------------------------
Marilyn G. Spungin                         Joel D. Spungin,              
                                           Partner                       
                                                                         
                                                                         

    /s/ Debra A. Spungin                    /s/ Marc A. Spungin
- ----------------------------------      ------------------------------
Debra A. Spungin                        Marc A. Spungin  


    /s/ Steven M. Spungin                    
- ----------------------------------      
Steven M. Spungin                        
                                                                         
                                                                         
                                                                         
                                                 
    /s/ Phillip Gordon                      /s/ Marilyn G. Spungin
- ----------------------------------      ------------------------------
Phillip Gordon, not personally,         Marilyn G. Spungin, not          
but as Trustee of the Joel D.           personally, but as Co-           
Spungin Charitable Remainder            Trustee of the Joel D.           
Trust u/a/d 11/15/90                    Spungin Family Trust       
                                        u/a/d 11/15/90         


                                                                         
                                            /s/ Robert B. Scadron
                                        ------------------------------
                                        Robert B. Scadron, not           
                                        personally, but as Co-           
                                        Trustee of the Joel D.           
                                        Spungin Family Trust             
                                        u/a/d 11/15/90                   
                                                                         

                                            /s/ Phillip Gordon
                                        ------------------------------
                                        Phillip Gordon, not              
                                        personally, but as               
                                        Trustee of the Joel and          
                                        Marilyn Spungin                  
                                        Charitable 
                                        Remainder Trust u/a/d  
                                        2/1/95


                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ Douglas K. Chapman                                         28,000
- ---------------------------------
Douglas K. Chapman
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016


    /s/ Doreen Chapman                                              7,000
- ---------------------------------
Doreen Chapman
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016
 

 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ E. David Coolidge III                                      20,000
- ---------------------------------
E. David Coolidge III
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016



 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ Ira A. Eichner                                             9,175
- ---------------------------------
Ira A. Eichner
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016


    /s/ Barbara Eichner                                            1,000
- ---------------------------------
Barbara Eichner
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016
 


 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ Jeffrey K. Hewson                                          32,750
- ---------------------------------
Jeffrey K. Hewson
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016




 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ David R. Smith                                            107,644
- ----------------------------------
David R. Smith
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016


    /s/ David R. Smith                                             10,000
- ----------------------------------
David R. Smith as Trustee of the
Trust u/a/d/ December 21, 1993 for
the benefit of Kareen Kanaga.
 


    /s/ George L. Smith                                              same
- ----------------------------------
George L. Smith as Trustee of the
Trust u/a/d/ December 21, 1993 for
the benefit of Kareen Kanaga.


    /s/ George L. Smith                                            56,347
- ----------------------------------
George L. Smith as Trustee of the
Trust under Article Fourth of the
Will of Joan P. Smith.


    /s/ George L. Smith                                             1,000
- ----------------------------------
George L. Smith as Custodian under
the Uniform Gift to Minors Act for
the Benefit of Colleen M. Smith.


    /s/ George L. Smith                                             1,000
- ----------------------------------
George L. Smith as Custodian under
the Uniform Gift to Minors Act for
the Benefit of Maureen E. Smith.



 
                                  SCHEDULE A
                                  ----------


                                                              Number of Shares
                                                              ----------------
    /s/ Jack Twyman                                                 1,000
- ---------------------------------
Jack Twyman
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016




 
                                   SCHEDULE A
                                   ----------



                   Shareholder                            Number of
                   -----------                             Shares
                                                          ---------
                                                       
Fishman Family Investment Partnership                       586,134

Joan Fishman Charitable Remainder Trust u/a/d                50,000
2/1/95

Jerold A. Hecktman Family Investment Partnership            902,795

Jerold A. Hecktman                                            4,385

Jerold and Ruth Hecktman Charitable Remainder               200,000
Trust u/a/d 2/1/95

Melvin Hecktman                                               6,667

Melvin L. Hecktman Family Investment Partnership            203,835

Melvin and Judith Hecktman Charitable Remainder              80,000
Trust u/a/d 2/1/95

MLH Investment Partnership                                  863,670

Mills Family Investment Partnership                         533,197

Barbara Mills Charitable Remainder Trust u/a/d               50,000
2/1/95

Wolf Family Investment Partnership                          921,057

Barbra Wolf Savage Charitable Remainder Trust               133,333
u/a/d 2/1/95

Joel D. Spungin                                             101,468

Joel and Marilyn Spungin Charitable Remainder                33,333
Trust u/a/d 2/1/95

Joel D. Spungin Investment Partnership                        1,000

Joel D. Spungin Family Trust                                 57,682

Marilyn G. Spungin                                            7,648

Debra A. Spungin                                              4,856

Marc A. Spungin                                               4,868

Steven M. Spungin                                             4,856
                                                          ---------
                             Total                        4,750,784

EX-99.4

                                                                    EXHIBIT 4

 
            AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AND   
          CONSULTING AGREEMENT BY AND AMONG UNITED STATIONERS INC.,
            A DELAWARE CORPORATION, UNITED STATIONERS SUPPLY CO., AN
             ILLINOIS CORPORATION (COLLECTIVELY REFERRED TO AS THE
         "COMPANY"), AND JOEL D. SPUNGIN ("SPUNGIN"), MADE AND ENTERED
            INTO AS OF THE 15TH DAY OF APRIL, 1993 (THE "AGREEMENT")
       -----------------------------------------------------------------     


     This Amendment of the Agreement is made and entered into effective as of
the February 13, 1995 by and between the Company and Spungin.


                                  WITNESSETH:
                                  ---------- 

     WHEREAS, the Company has entered into an Agreement and Plan of Merger dated
as of February 13, 1995 (the "Merger Agreement"), the consummation of which will
result in the merger of Associated Holdings, Inc., a Delaware corporation, into
the Company ("Merger").

     WHEREAS, the Company contemplates entering into the Trust Agreement between
United Stationers Inc., as settlor, and American National Bank and Trust Company
of Chicago, as trustee, known as the "USI Employee Benefits Trust", dated
___________, 1995 ("Benefit Trust") for the purpose of securing the Consulting
Payments, fringe benefits, and an indemnity in respect of certain potential tax
obligations of Spungin.

     WHEREAS, Spungin and the Company wish to amend the Agreement in certain
respects.

     NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinafter contained, Spungin and the Company agree as follows:


                                       I.

     Section 1(a) is amended to add the following at the end thereof:

     "As of the Effective Time (as that term is defined in the Merger
     Agreement), Spungin will resign all of his offices, positions and titles,
     and shall be relieved of his duties related thereto, except that Spungin
     shall be an employee of the Company and, subject to his nomination and
     election, serve as a member of the Company's Board of Directors and shall
     perform the same duties as he would perform during the Consulting Term (as
     described in Section 1(b)). Spungin's resignation of all of his offices,
     positions and titles and the performance of the duties as previously
     described, and the Company's acceptance thereof, shall not constitute a
     breach of the Agreement."

                                      -1-

 
                                      II.

     Section 1.(c) is added to the Agreement to read as follows:

     "(c) During the Extended Term of Employment (as defined in Section 2(a)),
Spungin is hereby employed by the Company to render to the Company the same
services, at the same times and places and under the same conditions as he would
perform such services during the Consulting Term (as described in Section 1(b)).
During the Extended Employment Term, all payments due to Spungin shall be
subject to withholding for federal, state and local tax purposes."


                                      III.

     Section 2 is amended in its entirety to read as follows:

     "2.  Term.

     (a) The term of employment (the "Term of Employment") commenced January 1,
1993 and shall continue thereafter until August 31, 1995, unless sooner
terminated by either party in accordance with the provisions of this Agreement.
The extended term of employment ("Extended Term of Employment") shall commence
September 1, 1995 and shall continue thereafter until August 31, 1996, unless
sooner terminated in accordance with the provisions of this Agreement.

     (b) After the termination of the Term of Employment and the termination of
the  Extended Term of Employment, the Company shall, if, and to the extent
required by this Agreement, retain Spungin as an executive consultant for a
period as set forth in Sections 9 and 12.  Said periods are referred to as the
"Compensation Continuation Term" and the "Consulting Term."


                                      IV.

     Section 3(a) is amended by adding the following at the end thereof:

     "During the Extended Term of Employment, the Company shall pay to Spungin,
     as cash compensation for all services rendered by Spungin during the
     Extended Term of Employment, salary of Four Hundred Forty Thousand Dollars
     ($440,000.00) including amounts which are contributed by the Company
     pursuant to a salary reduction or deferral agreement and are not included
     in the gross income of Spungin under Section 125 or 402(a)(8) of the
     Internal Revenue Code of 1986, as amended ("Code")."

                                      -2-

 
                                      V.

     The third sentence of Section 3(b) is amended by adding the words "or
Extended Term of Employment" immediately following the words "Term of
Employment" each place such words appear in such third sentence.


                                      VI.

     Section 7 is amended by inserting the words and punctuation "or Extended
Term of Employment," immediately following the words and punctuation "Term of
Employment,".


                                      VII.

     Sections 8(a) and 8(b) are amended in their entirety to read as follows:

     "(a) During the Term of Employment, the Extended Term of Employment, the
Compensation Continuation Term and the Consulting Term (or, if there shall be no
Compensation Continuation Term or Consulting Term, during the 36-month period
following the last to occur of the Term of Employment and the Extended Term of
Employment), Spungin shall not, in any way, directly or indirectly, manage,
operate, control (or participate in any of the foregoing), accept employment or
a consulting position with or otherwise advise or assist or be connected with or
directly or indirectly own or have any other interest in or right with respect
to (other than through ownership of not more than 1% of the outstanding shares
of a corporation's stock which is listed on a national securities exchange) any
enterprise (other than for the Company or for the benefit of the Company) which
is a wholesaler of office products having annual sales in excess of $1,000,000.

     (b) Notwithstanding Section 8(a), during the Extended Term of Employment,
the Compensation Continuation Term and the Consulting Term and following the
Term of Employment, Spungin may be engaged in the business of selling office
products at retail and Spungin may be engaged by any company whose principal
business is the manufacture of office products."


                                     VIII.

     Section 9 is amended in its entirety to read as follows:

     "9. Consulting Arrangement. The Consulting Term shall be the ten (10) year
period beginning on the first day after the termination of the Extended Term of
Employment. On and after the Effective Time, the Company may request Spungin to
render services to the Company, but the rendering of services shall not be a
legal obligation of Spungin nor a

                                      -3-

 
condition to Spungin's receiving or retaining any amount, benefit or thing of
value under this Agreement or the Benefit Trust, and the Company shall have no
right to contest for any reason Spungin's receiving or retaining any amount,
benefit or other thing of value under this Agreement or the Benefit Trust.  The
payment of the Consulting Payments shall commence on September 1, 1996, except
that the Company shall pay on September 1, 1995 the sum of Two Million Two
Hundred Seventy-Six Thousand Two Hundred Nine Dollars ($2,276,209) to Spungin,
and the remaining Consulting Payments shall commence to be paid on September 1,
1996 and shall continue thereafter in the amount and on the dates reflected in
the appropriate schedule of payments attached to the Benefit Trust in respect of
Spungin's "Consulting Benefits", which schedule is incorporated by reference
herein." For purposes of this Amendment, "Consulting Payments" shall include 
"Consulting Benefits" under the Benefit Trust.


                                      IX.

     Section 10 is amended in its entirety to read as follows:

     "10. Employment Terms During the Extended Term of Employment, Compensation
          Continuation Term and Consulting Term.

     (a) During the Extended Term of Employment, Compensation Continuation Term
and the Consulting Term, Spungin shall provide services from his place of
business in Florida or, in his discretion and upon notification to the Company,
from any other place in the United States, and he shall have the right to reside
anywhere in the United States.  Spungin shall not be required to devote full
time to his duties as executive consultant.

     (b) During the Extended Term of Employment, Compensation Continuation Term
and the Consulting Term, (i) Spungin shall remain entitled to those employee
benefits which have accrued during the Term of Employment; (ii) Spungin shall be
deemed to be a participant in and shall be eligible to participate in each
present or future profit sharing, pension or other similar employee benefit plan
of the Company and in each present or future plan of the Company applicable
generally to salaried employees, officers or senior management personnel of the
Company, including, without limitation, plans in which length of service
determines amounts due on retirement; it being understood, however, that Spungin
shall not be entitled to participate in plans which are incentive plans, except
as provided in the third sentence of Section 3(b), including, without
limitation, the Management Incentive Plan or the Executive Bonus Plan and shall
not be entitled to be granted any stock options under the United Stationers Inc.
1985 Nonqualified Stock Option Plan or the United Stationers Inc. 1981 Stock
Incentive Award Plan.  Spungin shall be entitled to exercise, within the terms
of the option, any stock option granted prior to the termination of the Term of
Employment; (iii) during the Compensation Continuation Term, Spungin shall be
entitled to Compensation Continuation (as defined in Section 12(b)); and (iv)
during the Consulting Term, Spungin shall be entitled to the Consulting Payments
(as defined in Section 12(b) and as "Consulting Benefits" on and the relevant
schedule attached to the Benefit Trust). The United Stationers Pension Plan,
including any successor thereto ("Pension Plan"), and the Supplemental Plan
shall provide that (i) with respect to credited service earned prior to
September 1, 1989,

                                      -4-

 
the compensation to be applied with respect to such credited service shall be
the "compensation" as defined in the Pension Plan and the Supplemental Plan and
paid during the period of September 1, 1988 to August 31, 1989; and (ii) with
respect to credited service earned after August 31, 1989, the compensation to be
applied with respect to each year of credited service shall be the
"compensation" as defined in the Pension Plan and Supplemental Plan and paid for
each plan year ending after August 31, 1989. If the Pension Plan and
Supplemental Plan are amended to provide that the compensation to be applied is
other than as previously described and if, but only if, the application of such
amendment would result in a larger total benefit to Spungin then such amendment
will apply to Spungin. Spungin's accruals in respect of the Supplemental Plan
and other deferred compensation shall be distributed to Spungin (or his
designated beneficiary) as provided in Section 5.1(i)(a) of the Merger
Agreement. If the Pension Plan or Supplemental Plan is amended to reduce
benefits or terminated prior to the conclusion of the Consulting Term, Spungin
(or his designated beneficiary in the event of his death) shall be entitled to
benefits not less in amount than those benefits which would have been provided
if the Pension Plan and Supplemental Plan in effect on February 13, 1995 had
continued in existence, Spungin's benefit under the Supplemental Plan had not
been accelerated (if relevant to the calculation of the amount of the benefit)
and Spungin's service and compensation through the conclusion of the Consulting
Term were treated as service and compensation for purposes of the Pension Plan
and Supplemental Plan. After a Change in Control, accruals under the
Supplemental Plan shall be paid not later than 60 days after the close of each
of the Supplemental Plan's plan year. In the event of any distribution from the
Supplemental Plan, the amount of benefits payable from the Supplemental Plan
subsequent to the Change in Control shall be equitably adjusted, if relevant to
the calculation of the amount of the benefit, as mutually determined by Spungin
and the Company, for payments previously made.

     (c) During the Extended Term of Employment, Compensation Continuation Term
and the Consulting Term, Spungin shall be entitled to participate as an employee
of the Company in any and all fringe benefits of the Company as set forth in
Exhibit A (which Exhibit A is amended and restated as of the Effective Time and
attached hereto) and all other fringe benefits of the Company for which Spungin
has been reimbursed in accordance with past practice, and the fringe benefits
shall be an obligation of the Benefit Trust. In no event shall any of the fringe
benefits made available to Spungin during the Extended Term of Employment,
Compensation Continuation Term and the Consulting Term be less favorable than
those now enjoyed by Spungin or be diminished in any way.

     (d) During the Extended Term of Employment, Compensation Continuation Term
and the Consulting Term, except as set forth in Exhibit A hereto, Spungin shall
be entitled to incur, and the Company shall reimburse him for, all appropriate
and reasonable out-of-pocket expenses for promoting the business of the Company
including expenses for travel, private clubs, meetings, entertainment and
similar items, upon presentation by Spungin of timely and itemized accounts of
such expenditures, accompanied by appropriate vouchers.

     (e) Spungin may elect that, in the event of a Change in Control, the
Company must establish a so-called "rabbi trust" substantially in the form as
attached hereto as Exhibit C and must fund such so-called "rabbi trust" with an
amount which Spungin, in a reasonable manner, determines to be sufficient, on a
present value basis calculated using a commercially reasonable rate of return at
the time the so-called "rabbi trust" is established, to provide for (i) the
Compensation Continuation and the Consulting Payments, both as determined
pursuant to Section 12(b), for a period commencing as of the date of the
establishment of the so-called "rabbi trust" and ending on the termination of
the Consulting Term set forth in Section 9 determined as though Spungin
terminated his employment for good reason pursuant to Section 12(a) as of such
date plus (ii) the amounts that would be determined under clauses (ii) and (iii)
of Section 15.  Spungin and Spungin's spouse and dependent children shall have
the right to continue to be covered by the medical, hospital and dental plan of
the Company, its affiliates or any successor in lieu of any payment for medical
or hospital benefits under the preceding provisions hereof through August 31,
2005, and thereafter shall have the right to be covered for medical, hospital
and dental benefits in the same manner and effect as other retired senior
officers (and their dependents) of the Company.  If the Company's principal
medical plan for salaried employees is terminated for any reason at any time, or
Spungin, his spouse and dependent children incur claims for "covered medical
benefits" as defined in Section 213 of the Internal Revenue Code

                                      -5-

 
of 1986 in effect on February 13, 1995  during their lives which are not covered
by the Company's medical plan, or their coverage for any reason terminates under
such plan, the Company shall pay Two Hundred Forty-Two Thousand Seven Hundred
and One Dollars ($242,701) to Spungin, his spouse and dependent children, and
Two Million Dollars ($2,000,000) in respect of claims for covered medical
benefits of Spungin, his spouse and dependent children. In the event the Company
does not honor its obligation in respect of covered medical benefits, Spungin,
his spouse or dependent children shall be entitled to satisfaction of such
obligation from the Benefit Trust. Spungin's election under this Section 10(e)
may be made at anytime before a Change in Control, in anticipation thereof, or
at anytime on or after a Change in Control and before the end of the Consulting
Term. The Company must fund the so-called "rabbi trust" no later than the later
of the Change in Control or ten (10) days after Spungin's election. The form of
the so-called "rabbi trust" attached hereto as Exhibit C may be changed at any
time either by the mutual agreement of Spungin and the Company or by Spungin's
counsel to the extent necessary in such counsel's reasonable judgment to ensure
that contributions to the so-called "rabbi trust" will not be included in
Spungin's gross income at the time such contributions are made or, if so elected
by Spungin, that contributions will not be subject to the claims of the
Company's general creditors. Any time on or after the termination of the Term of
Employment after a Change in Control, Spungin, in his sole discretion, may
direct the immediate distribution of all amounts in the "rabbi trust." For
purposes of this Agreement, "Change in Control" means a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended and presently in force (herein referred to, together with all
rules and regulations thereunder as presently in force, as the "Exchange Act")
provided that, without limitation, a Change in Control shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than HW Associates and its managing agents as
presently constituted or descendants of Morris Wolf or Harry Hecktman, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the Company's then
outstanding securities; or (ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of a least two-thirds
(2/3) of the directors then still in office who were directors at the beginning
of the period. Spungin agrees that the Benefit Trust, if and to the extent on
its initial date the face amount of the letter of credit issued to the Benefit
Trust is not less than $24 million, shall be substituted hereunder for the
"rabbi trust" attached hereto as Exhibit C, and the Benefit Trust shall be for
the purpose of paying or securing the obligations owing in respect of Spungin
under this Agreement. The schedules attached to the Benefit Trust which
reference compensation, benefits or any other things of value in respect of
Spungin or his spouse or dependents are incorporated herein by reference, and
Spungin shall have an absolute right to the amounts, benefits or other things of
value set forth in such schedules. The Company shall remain expressly,
absolutely and unconditionally liable for all compensation, benefits or other
things of value under this Agreement, including those listed in the schedules
incorporated herein, until full satisfaction by the Company or the Benefit
Trust, and the failure of the Benefit Trust,

                                      -6-

 
for any reason to fully discharge the obligations in the Benefit Trust and in
the schedules thereto shall not relieve the Company of any of its obligations."

                                       X.

     Section 11 is amended to add the following Section 11(e) at the end
thereof:

     "(e) The disability of Spungin shall not diminish or relieve the obligation
of the Company or his right to any compensation, benefits or things of value in
any way."


                                      XI.

     Section 12(a) is amended to add the following at the end thereof:

     "The voluntary resignation of Spungin in accordance with Section 1(a) shall
     not constitute 'good reason'.  Spungin may terminate the Extended Term of
     Employment if the Company breaches any of its covenants and obligations
     under this Agreement, provided the Company has not cured said breach within
     ninety (90) days of receiving written notice of the breach from Spungin."


                                      XII.

     Section 12(c) is amended in its entirety to read as follows:

     "(c) If the Extended Term of Employment is terminated by Spungin as
provided in Section 12(a), Spungin shall be entitled to, and the Company shall
pay to him, (i) the unpaid portions of Salary and Additional Compensation
attributable to all periods prior to and including the date of termination; (ii)
reimbursements owing in respect of reimbursable expenses incurred by Spungin
prior to the date of termination; (iii) for the period beginning on the first
day after the termination of the Extended Term of Employment and ending on
August 31, 1996 payments at least monthly equal to one-twelfth (1/12) of
Spungin's salary (which amount shall be additional Compensation Continuation)
during each month of the Extended Term of Employment Term (which period shall be
included in the Compensation Continuation Term)."


                                     XIII.

     Section 12(d) is amended in its entirety to read as follows:

     "12(d)  [RESERVED]"

                                      -7-

 
                                     XIV.

     Section 14 is amended in its entirety to read as follows:

     "14.  Termination as a Result of Death

     (a) The Term of Employment, the Extended Term of Employment, the
Compensation Continuation Term or the Consulting Term, as the case may be, shall
terminate, without notice, immediately upon Spungin's death.

     (b) If Spungin dies during the Term of Employment, the Extended Term of 
Employment, the Compensation Continuation Term or the Consulting Term, the
Company shall pay to Spungin's estate or any other recipient designated by him
prior to his death (i) the unpaid portions of Salary, Additional Compensation
and accrued vacation or the Compensation Continuation and Consulting Payments,
as the case may be, attributable to all periods prior to and including the date
of Spungin's death; and (ii) reimbursements owing in respect of reimbursable
expenses incurred by Spungin prior to the date of Spungin's death.

     (c) If Spungin dies during the Term of Employment, the Extended Term of
Employment, the Compensation Continuation Term, the Consulting Term, or
thereafter, then for the remaining period of payments reflected in the
appropriate schedules under the Benefit Trust of Consulting Payments and fringe
benefits , the Company shall pay to Spungin's widow (if, and for as long as, she
is living) or, in the event of her death before the conclusion of the scheduled
distribution, to Spungin's estate or other recipient designated by him, the full
amount of such Consulting Payments Spungin was entitled to receive as contained
in such schedules and the fringe benefits in respect of his widow. In addition,
if Spungin's spouse is then living, for the remainder of such spouse's life, the
Company shall continue to provide medical, hospital and dental coverage for
Spungin's spouse and dependent children as provided in Section 10(e). The
Company or the Benefit Trust shall pay the premiums in respect of certain life
insurance policies reflected in the schedules to the Benefit Trust. Spungin, in
his sole discretion, may designate any person or entity to be the owner of such
policies."

                                      XV.

     Section 15 is amended by adding the following at the end thereof:

     "Spungin agrees that the Benefit Trust will be substituted hereunder for
     the acceleration of payments that may be required hereunder, except that in
     the event any compensation, benefit or other thing of value which is an
     obligation of the Company is not paid, provided or otherwise made available
     by the Company or the Benefit Trust, or in the event of a "LOC Draw Event"
     as defined in the Benefit Trust, the Company shall immediately distribute
     to Spungin all the unpaid Consulting Payments and fringe benefits described
     herein or in the schedules to the Benefit Trust."

                                      -8-

 
                                      XVI.

     Section 16(h) is inserted into the Agreement to read as follows:

     "(h) Spungin accepts that the Benefit Trust, if and to the extent on its
initial date the face amount of the letter of credit issued to the Benefits
Trust is not less than $24 million, shall be substituted hereunder for the
"rabbi trust" attached hereto as Exhibit D. Spungin and the Company agree that
Spungin may seek at his discretion a ruling from the Internal Revenue Service
that Section 4999 of the Internal Revenue Code does not apply in respect of any
payments or benefits under this Agreement or the Benefit Trust, and the Company
will fully cooperate and fully pay the reasonable expenses as incurred of
obtaining such ruling."

                                     XVII.

     The first two sentences of Section 17(b) are amended in their entirety to
read as follows:

     "The Agreement and all rights and benefits hereunder are personal to
Spungin and neither this Agreement nor any right or interest of Spungin herein,
or arising hereunder, shall be voluntarily or involuntarily sold, transferred or
assigned by Spungin, except that Spungin may assign all of his rights, interests
and obligations in this Agreement or the Benefit Trust to DMS Limited
Partnership, a Florida limited partnership. Except as provided in the foregoing
sentence, any attempt by Spungin to assign, execute, attach, transfer, pledge,
hypothecate or otherwise dispose of any such benefits or amounts or any rights
or interests contrary to the foregoing provisions, or the levy or attachment or
similar process thereupon, shall be null and void and of no effect and shall
relieve the Company of all liabilities hereunder."

     Exhibit A to the Agreement is amended and restated in the form attached
hereto.


                                  *    *    *

     Except as specifically amended hereby, the Agreement shall remain in full
force and effect.

                                    UNITED STATIONERS INC.,
                                    a Delaware corporation

                                    By:  ______________________________
ATTEST:

___________________________

                                      -9-

 
                                    UNITED STATIONERS SUPPLY CO.,
                                    an Illinois corporation

                                    By:  ______________________________
ATTEST:

____________________________
                                    ____________________________________
                                              Joel D. Spungin

                                      -10-

 
                                 - EXHIBIT A -

The following are the fringe benefits to which Spungin is entitled pursuant to
the Amendment to the Agreement effective February 13, 1995:

 1.   HEALTH AND DENTAL
      -----------------

      A.   United Group Medical and Dental Benefit Plans.
      B.   Medical Reimbursement Plan - provides reimbursement to Office (but 
           not dependents for all medical and dental expenses not covered by the
           above plans).
      C.   Medical Insurance for Retirees - Basic medical benefits provided for
           retiree and dependents.  Costs are shared between Company and
           employee.
      D.   Surviving Spouse - Medical and Dental Benefit Plan coverage will
           continue for surviving spouse and dependent children in the event of
           Spungin's death.

*2.   COMPANY CAR
      -----------

      A.   Leased auto is provided in accordance with current policy.
      B.   Car telephone - provided at Company expense.
      C.   Automobile insurance - Company pays premium.
      D.   Umbrella liability insurance - Company pays premium.

 3.   LIFE INSURANCE
      --------------

      A.   Group Term Life - 2 1/2 times the base salary.  Includes life
           insurance on spouse ($4,000) and dependent children ($1,000) and
           Accidental Death and Dismemberment equal to the amount of Group Term
           Life.
      B.   Travel and Accident Insurance - $300,000 on a 24-hour business and
           pleasure basis.
      C.   Split Dollar Life Insurance - Company pays premium. Portion allocable
           to employee benefit is added to employee's W-2.

 4.   DISABILITY BENEFITS
      -------------------

      After payment of the disability benefits provided in this Agreement,
      current disability insurance policy provides benefits of 50% of base pay,
      up to $7,500 per month, to age 65 or later (depending on age at
      disablement).

*5.   CLUB ASSOCIATION AND DUES
      -------------------------

      A.   Country Club - Membership dues and expenses are reimbursed in 
           accordance with past practice.
      B.   Social and Luncheon Clubs - Membership dues and expenses for clubs 
           are reimbursed in accordance with past practice.
      C.   Other - Airline club dues and professional and industry association 
           dues are reimbursable.

*6.   FINANCIAL AND TAX CONSULTATION - and tax preparation - provided by Arthur 
      Andersen L.L.P. at Company expenses.
 
 7.   OFFICER INSURANCE AND INDEMNIFICATION
      -------------------------------------

      D&O Insurance is provided on claims-made basis. Indemnification of Officer
      by Company in Restated Certificate of Incorporation.

*The fringe benefits set forth above in paragraphs 2, 5, and 6 shall not be 
reimbursable after August 31, 1996.
                                      -11-

EX-99.5

                                                                       EXHIBIT 5
 
                                  AMENDMENT TO
                                  ------------

                      EMPLOYMENT AND CONSULTING AGREEMENT
                      -----------------------------------

          This Amendment made as of the 13th day of February, 1995, between
UNITED STATIONERS INC. ("USI"), UNITED STATIONERS SUPPLY CO. ("Supply Co.") (USI
and Supply Co. are collectively referred to as the "Company"), and JEFFREY K.
HEWSON ("Employee") shall be effective upon the occurrence of a Change in
Control (as defined herein).

          WHEREAS, the Company and Employee are parties to an Employment and
Consulting Agreement dated March 1, 1990, and Amendments dated April 10, 1991
and September 1, 1994 (collectively, the "Agreement"); and

          WHEREAS, USI is contemplating entering into a transaction which would 
result in a Change in Control; and

          WHEREAS, it is in the best interests of the Company and the
shareholders of USI that the Employee continue to concentrate on the conduct of
the business of the Company, perform all duties in the best interests of the
shareholders of USI and be encouraged to maintain the employment relationship
with the Company after the Change in Control; and

          WHEREAS, USI and the Employee desire to amend the Agreement to provide
appropriate incentives for the Employee to continue to perform the Employee's
duties and responsibilities with respect to the Company, thereby promoting the
stability of the business of the Company both before and after the occurrence of
the Change in Control.

          NOW THEREFORE, for valuable consideration which the parties
acknowledge, Employee and the Company agree that in the event of the occurrence
on or before December 31, 1995 of a Change in Control, as defined in this
Amendment, the Agreement shall be amended, effective as of the date on which the
Change in Control occurs, as follows:

          1.  Section 1 of the Agreement is amended by adding the following 
sentence to the end thereof:

     "However, if the Employee does not enter into a new employment or
     consulting agreement with the Company pursuant to such terms as the
     Employee and the Company may mutually agree prior to the last 90 days of
     the term of employment ("Term of Employment"), then the Employee's duties
     during such 90 day period shall be limited to that of an executive in a
     transition status and Employee's duties will generally be limited to
     winding up existing projects, assisting and orientating a replacement and
     other duties of a transitional nature, with reasonable personal time off to
     conduct a job

 
     search, interview with potential employers and organize personal affairs."

     2.   Section 2 of the Agreement is amended by deleting subsection (a) in
its entirety, and substituting the following in its place:

          "(a)  The Term of Employment shall continue from and after the date on
     which the Change in Control occurred until the 180th day after the date on
     which the Change in Control occurred; provided that if the Employee is
     promoted to and accepts the position of Chief Executive Officer of the
     Company within 30 days following the date on which the Change in Control
     occurred, the Term of Employment shall continue until the first anniversary
     of the date on which the Change in Control occurred, unless sooner
     terminated by either party in accordance with the provisions of this
     Agreement."

     3.   Section 2 is amended by deleting subsection (b) and redesignating
subsection "(c)" as "(b)".

     4.   Section 3(a) of the Agreement is amended by deleting "$250,000.00" and
substituting "$320,000.00" in its place.

     5.   Section 3(b) of the Agreement is amended by deleting the first
sentence in its entirety and substituting the following in its place:

     "During the Term of Employment, Employee shall be entitled to participate
     in pension plans, profit sharing plans and deferred compensation plans not
     less favorable (in terms of dollar value benefit to Employee) than such
     plans as Employee was entitled to immediately preceding the date on which
     the Change in Control occurred and shall be provided a similar bonus
     opportunity as provided the Employee in the aggregate under the management
     incentive, executive bonus, stock option and other similar incentive
     compensation plans of the Company immediately preceding the date on which
     the Change in Control occurred."

     6.   Section 3(c) of the Agreement is amended by deleting the phrase "is
now entitled" each place it appears and substituting in its place the phrase
"was entitled immediately prior to the date on which the Change in Control
occurred".

     7.   Section 3 of the Agreement is amended by adding the following
subsections (e), (f), (g) and (h) to the end thereof:

          "(e) Benefits Trust.  To secure the payment to the Employee of the
     "Transition Services Payment" and "Stay

                                       2

 
     Bonus", as defined below in Sections 3(f) and (g), respectively, the
     Company will establish a trust to be known as the USI Employee Benefits
     Trust (the "Trust") and provide for the Employee to be a beneficiary
     thereof.  The Company will cause to be furnished to the trustee thereunder
     (the "Trustee") an irrevocable letter of credit, and the trust agreement
     establishing the Trust will require the Trustee to draw on such letter of
     credit to pay such Transition Services Payment and Stay Bonus to the
     Employee at such time as the Employee becomes entitled to such amounts
     pursuant to Sections 3(f) or (g) or pursuant to Section 10.  To receive
     distributions from the Trust, the Employee shall furnish the Trustee with
     any notices described in the Trust Agreement.

          (f) Transition Services.  The Company and the Employee acknowledge and
     agree that during the transition period following the Change in Control,
     the Employee will be required to provide unique and exceptional services,
     including but not limited to, management, direction and integration of
     cultures and personnel, evaluation and restructuring of the organizational
     framework, policies and procedures of the Company, and the development,
     coordination and direction of long and short term strategic plans.  In
     acknowledgement of these services, the Employee shall be entitled to
     receive a distribution from the Trust on the 180th day following the Change
     in Control in the amount of EIGHT HUNDRED SEVENTY-FIVE THOUSAND DOLLARS
     ($875,000) ("Transition Services Payment") in recognition of Employee's
     service during such period.

          (g) Stay Bonus.  If the Term of Employment expires, is terminated by
     the Company other than for cause pursuant to Section 10(c) or is terminated
     voluntarily by the Employee with good reason pursuant to Section 10(a),
     then, upon the execution and delivery of the Release and Agreement to the
     Trustee attached hereto as Exhibit C, the Employee shall be entitled to
     receive a distribution from the Trust, in an aggregate amount equal to ONE
     MILLION FIVE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($1,575,000) payable in
     36 monthly installments with the first installment being in the amount of
     SIX HUNDRED FIFTY THOUSAND THREE HUNDRED SEVENTY DOLLARS ($650,370) and 35
     subsequent equal monthly installments each in an amount equal to TWENTY SIX
     THOUSAND FOUR HUNDRED EIGHTEEN DOLLARS ($26,418), with the first
     installment commencing within one month after the later of (i) the earlier
     of the expiration of the Term of Employment or the termination of the Term
     of Employment prior to its expiration for any reason (including the
     Employee's death or Disability) other than by the Company for cause or
     voluntarily by the Employee without good reason and (ii) the Employee's
     execution and delivery of the Release and Agreement to the Trustee.

                                       3

 
          (h) Tax Payment.  If the Employee's Accountant determines that any 
     payment pursuant to Section 3(f) or Section 3(g) would result in an excise
     tax under Section 4999 of Internal Revenue Code of 1986, as amended
     ("Code"), then the Employee shall be entitled to receive a distribution
     from the Trust in the amount of the said excise tax as estimated by the
     Accountant (but not in excess of the amount of the then remaining payments
     under Section 3(g)) within 30 days of written notice to the Trustee of the
     Accountant's determination. In the event a payment is made pursuant to this
     Section 3(h), the aggregate amount of the remaining payments under Section
     3(g) shall be reduced by the amount of any payment under this Section 3(h)
     and each remaining installment payment under Section 3(g) shall be reduced
     in the same proportion as the amount of the payment under this Section 3(h)
     bears to the aggregate amount of the remaining payments under Section 
     3(g)."

     8.   Section 6(a) of the Agreement is amended by deleting the phrase "and
during the Consulting Term".

     9.   Section 6(c) of the Agreement is amended by deleting the phrase "or
during the Consulting Term".

     10.  Section 7 of the Agreement is amended by deleting the phrase ", the
Consulting Term".

     11.  Section 8(a) of the Agreement is amended by deleting the phrase
"During the Term of Employment and the Consulting Term (or, if there shall be no
Consulting Term, during the two year period following the Term of Employment),"
and substituting the phrase "During the two year period following the Term of
Employment,".

     12.  Section 8(b) of the Agreement is amended by deleting the phrase
"during the Consulting Term and".

     13.  Section 10(a)(ii) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "(ii)  the exclusion of the Employee from, or the diminution in the
     Employee's participation in, any profit sharing, pension, supplemental
     benefit or other similar and deferred compensation plans, as the Employee
     was entitled to immediately preceding the date on which the Change in
     Control occurred, or any diminution in the aggregate bonus opportunity as
     provided the Employee under the bonus, management incentive, executive
     bonus, stock option and similar incentive compensation plans of the Company
     immediately preceding the date on which the Change in Control occurred;
     or

                                       4

 
     14.  Section 10(a)(iii) of the Agreement is amended by deleting the phrase
"other than pursuant to change in the Company's fringe benefit policies
generally" and substituting in its place "as enjoyed by Employee immediately
prior to the date on which the Change in Control occurred".

     15.  Section 10(a)(iv) of the Agreement is amended by deleting the phrase
"except pursuant to a general change in the Company's reimbursement policies"
and substituting in its place "as enjoyed by Employee immediately prior to the
date on which the Change in Control occurred".

     16.  Section 10(b)(iii) of the Agreement and the immediately preceding word
"and" is deleted in its entirety, and the following is substituted in its place:

     ", (iii) the unpaid portion of Salary for the unexpired portion of the Term
     of Employment, (iv) if not already paid, the Transition Services Payment
     pursuant to Section 3(f) and (v) the Stay Bonus pursuant to Section 3(g)."

     17.  The Amendment made to Section 10(c) of the Agreement by paragraph 6 of
the Amendment dated April 10, 1991 is deleted in its entirety, and the text of
Section 10(c) shall be as it originally appeared in the Agreement.

     18.  Sections 10(e), 10(f) and 10(g) of the Agreement are deleted in their
entirety and the following substituted in their place:

     "(e) The Term of Employment may be terminated by the Company for cause
subject to the following procedures:
 
          (i) The Company serves upon the Employee a "Notice of Intent to
     Terminate for Cause" at least thirty (30) days in advance of the intended
     termination date, which notice shall include the particulars of the reasons
     for the intended termination.

         (ii) Within that thirty (30) day period, the Employee, together with
     the Employee's legal counsel, shall have the opportunity to be heard before
     the board of directors ("Board") concerning the intended termination.

        (iii)  Within thirty (30) days after the hearing before the Board, the
     Company causes the Employee to be served with a "Notice of Termination for
     Cause" which shall include (i) a finding that in the good faith opinion of
     the Board, the Employee was guilty of a breach of fiduciary duty owed by
     the Employee to the Company, including, without limitation, engaging in
     directly competitive acts while employed by the

                                       5

 
     Company and (ii) specifying the particulars thereof in detail.

         (iv)  If within thirty (30) days following receipt of the "Notice of
     Termination for Cause" the Employee serves written notice on the Company
     that a dispute exists concerning the Termination for Cause, then the date
     of termination shall be the date on which the dispute is finally
     determined, either by mutual written agreement of the Employee and the
     Company, by a binding and final arbitration award or by a final judgment,
     order or decree of a court of competent jurisdiction entered upon such
     arbitration award (the time for appeal therefrom having expired and no
     appeal having been perfected).  Until such date, the Employee shall
     continue to receive full salary and benefits as provided in this Agreement.

     (f) The Term of Employment may be terminated by the Employee with good
reason pursuant to the following procedures:

          (i) The Employee causes to be served upon the Company a "Notice of
     Intent to Terminate for Good Reason" at least thirty (30) days in advance
     of the intended termination date which notice shall include the particulars
     of the reasons for the termination.

         (ii) Within thirty (30) days after receipt of the Notice of Intent to
     Terminate for Good Reason, the Company may serve upon the Employee a
     "Notice of Termination Without Good Reason" which shall include a specific
     presentation of the particulars supporting the notice.  If the Company
     fails to serve such notice within the thirty (30) day period, the Employee
     shall be conclusively deemed to have good reason to terminate the Term of
     Employment.

        (iii)  If the Company serves upon the Employee a "Notice of Termination
     Without Good Reason" within the thirty (30) day period specified in
     paragraph (ii) above, the Employee, together with the Employee's counsel
     shall, within the thirty (30) day period immediately following receipt of
     that Notice, have the opportunity to be heard before the Board concerning
     the intended termination, provided that such hearing shall be scheduled on
     not less than 10 days written notice.

         (iv) Within thirty (30) days after the hearing before the Board,
     referred to in paragraph (iii) above, the Company may cause the Employee to
     be served with a "Board Notice of Termination Without Good Reason" which
     shall include (i) a finding that in the good faith opinion of the Board,
     the intended termination by the Employee is without good reason

                                       6

 
     and (ii) a specific presentation of the particulars in support of the
     Board's finding.

          (v) If within thirty (30) days following receipt of the "Board Notice
     of Termination Without Good Reason" the Employee serves written notice on
     the Company that a dispute exists concerning the termination, then the date
     of termination shall be the date on which the dispute is finally
     determined, either by the mutual written agreement of the Employee and the
     Company, by a binding and final arbitration award or by a final judgment,
     order or decree of a court of competent jurisdiction entered upon such
     arbitration award (the time for appeal therefrom having expired and no
     appeal having been perfected).  Until such date, the Employee shall
     continue to receive full salary and benefits as provided in this Agreement.

          (vi) However, if the Employee terminates the Term of Employment prior
     to the date that the dispute is finally determined, the Employee shall be
     entitled to receive a distribution from the Trust in an amount equal to the
     portion of the Stay Bonus that would have been paid as if the provisions of
     Section 3(g) were in effect.  If it is finally determined that the
     termination of the Term of Employment was without good reason, the Company
     shall be entitled to recover the Stay Bonus payments received by the
     Employee, but without interest."

          (g)   [Reserved.]

     19.  Section 10(i)(iii) of the Agreement is deleted and the immediately
preceding word "and" in its entirety, and the following is substituted in its
place:

     ", (iii) if not already paid, the Transition Services Payment pursuant to
     Section 3(f) and (iv) the Stay Bonus pursuant to Section 3(g)."

     20.  Section 10(i) of the Agreement is further amended by deleting the last
sentence thereof.

     21.  Section 10(j) of the Agreement is amended by deleting the word "and"
immediately preceding clause (ii) and adding the following clause (iii) to the
first sentence thereof:

     "; and (iii) the Stay Bonus pursuant to Section 3(g)."

     22.  Section 10(k) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

     "(k) [Reserved.]"

                                       7

 
     23.  Section 10A of the Agreement is deleted in its entirety.

     24.  Section 11 of the Agreement is deleted in its entirety, and the
following is substituted therefor:

     "11.  [Reserved.]"

     25.  Section 13(i) of the Agreement is amended by adding the following to
the end thereof:

          "The Employee acknowledges that the Company has a significant interest
     in defending against any assertion by the Internal Revenue Service ("IRS")
     that any payments made by the Company to the Employee are excess parachute
     payments pursuant to Section 4999 of the Code.  The Company and the
     Employee both acknowledge that it is in their mutual best interest to
     vigorously contest any such assertion by the IRS and that the Company is in
     the best position to effectively contest the same.  Thus, in the event of
     an assessment or threatened assessment by the IRS of any excise tax or
     interest attributable to the application of Section 4999 of the Code with
     respect to any payment made by the Company to the Employee, the Employee
     shall notify the Company in writing promptly after the receipt of any
     communication from the IRS specifically asserting the issue of such excise
     tax and shall provide a copy of such communication to the Company.  Upon
     receiving such written notice, the Company shall engage Arthur Andersen and
     such other counsel, consultants and other experts reasonably acceptable to
     the Employee to represent both the Company and the Employee in contesting
     the extent to which payments made by the Company to the Employee constitute
     excess parachute payments, and the Employee shall reasonably cooperate with
     the Company in connection therewith.  The Company may, but shall not be
     required to, provide such representation with respect to all or a portion
     of such payments that Arthur Andersen reasonably believes, by its written
     opinion from time to time in form and substance reasonably satisfactory to
     the Company, is more likely than not excess parachute payments or if the
     Company reasonably and in good faith determines that its costs of
     contesting the characterization of such payments will exceed the amount of
     its deduction at stake."

     26.  The agreement is amended by adding the following new Section 15 as
follows:

     "15. Medical Benefits.  The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits:

                                       8

 
          (a) In the event the United Stationers Medical Plan ("Plan") remains
     in effect and the Employee's employment with the Company terminates,
     Employee (and Employee's covered dependents at the time of such termination
     of employment) shall be entitled to continue to participate in the Plan
     until Employee attains age sixty-five (65), and the Employee's spouse shall
     be entitled to continue to participate, in her own right, until such spouse
     attains the age of sixty-five (65) under the same terms and conditions
     applicable to persons who are provided coverage as active employees under
     the Plan; provided, however, that a minimum $1,000,000 Comprehensive
     Medical Lifetime Maximum Payment shall remain applicable to Employee (and
     Employee's covered dependents at the time of the termination of
     employment).

          (b) If the Employee dies prior to age sixty-five (65) while the Plan
     remains in effect, and if Employee's spouse is then living, Employee's
     spouse (and Employee's covered dependents at the time of the Employee's
     death) shall be entitled to continue participation in the Plan until
     Employee's spouse attains age sixty-five (65) or dies, under the same terms
     and conditions applicable to persons who are provided coverage as active
     employees under the Plan; provided, however, that a minimum $1,000,000
     Comprehensive Medical Lifetime Maximum Payment shall remain applicable to
     such spouse (and Employee's covered dependents at the time of the
     Employee's death).

          (c) In the event of the termination of the Plan or discontinuance of
     coverage under the Plan for any reason, the Employee shall be entitled to
     and the Company shall pay to Employee THREE THOUSAND SEVENTY DOLLARS
     ($3,070.00) per month for the period commencing on the date the Plan
     terminates or the date of discontinuance of coverage under the Plan and
     ending on the first to occur of:

                  (i) the later of the date the Employee or the Employee's
          Spouse attains age sixty-five (65);

                  (ii) in the event of the death of the Employee, the date the
          spouse of the Employee attains age sixty-five (65);

                  (iii)  the end of the eighteen (18) month period commencing on
          the Plan termination date or the date of discontinuance of coverage
          under the Plan; or

                  (iv)  December 31, 1998.

                                       9

 
          (d) In the event of the termination of the Plan or the discontinuance
     of coverage under the Plan for any reason, the Company shall pay claims or
     reimburse expenses for those medical expenses which are considered
     deductible under the section 213 of the Internal Revenue Code of 1986, as
     amended, or any successor provision, (without regard to any applicable
     threshold for deductibility) to Employee, subject to the following terms
     and conditions:

               (i) the Employee (and all the Employee's covered dependents at
          the time of Plan termination) is not covered by a medical plan
          maintained by the Employee's then current employer or a medical plan
          maintained by the employer of the spouse of the Employee, has exceeded
          the lifetime maximum benefit provided in such plan; and

               (ii) payment of medical expenses or reimbursement for such claims
          under this subsection (d) shall not exceed the lesser of the following
          amounts:

                    (1) a maximum of $300,000 for the Employee and all
               dependents of the Employee as of the date of Plan termination; or

                    (2) an amount which exceeds the aggregate amount of $700,000
               for the group of Employees referred to as "Contract Officers"
               under the Plan (including all dependents of such Contract
               Officers as of the date of Plan termination or the date of
               discontinuance of Plan coverage).

               (iii) reimbursement for such claims under this subsection (d)
          shall be made for the period commencing on the date the Plan
          terminates or the date of discontinuance of Plan coverage and ending
          on the first to occur of:

                    (1) the later of the date the Employee or the Employee's
                  Spouse attains age sixty-five (65);

                    (2) in the event of the death of the Employee, the date the
                  spouse of the Employee attains age sixty-five (65);

                    (3) the end of the eighteen (18) month period commencing on
                  the Plan termination date or the date of discontinuance of
                  coverage under the Plan; or

                    (4)  December 31, 1998.

                                       10

 
The coverage provided under this Section 15(d) is separate and in addition to
the coverage provided under Section 15(c)."

     27.  Exhibit A of the Agreement is amended to read as attached hereto.

     28.  Exhibit B of the Agreement is amended to read as attached hereto.

     29.  This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.

     Except as so amended, the Agreement is in all other respects unchanged.



                                          UNITED STATIONERS INC.
ATTEST:

                                          By:___________________________
Assistant Secretary                       Its:__________________________



                                          UNITED STATIONERS SUPPLY CO.
ATTEST:

                                          By:___________________________
Assistant Secretary                       Its:__________________________


                                          EMPLOYEE:

                                          ______________________________
                                          Jeffrey K. Hewson

                                       11

 
                                   EXHIBIT A

                                       TO

                      EMPLOYMENT AND CONSULTING AGREEMENT

                          (Revised February 13, 1995)


Current Employee Benefit Plans Deemed "Additional Compensation" under Paragraph
3(b)


     United Stationers Supply Co. Pension Plan

     United Stationers Inc. Profit Sharing PluSavings Plan

     United Stationers Inc. 1981 Stock Incentive Award Plan

     United Stationers Inc. 1985 Nonqualified Stock Option Plan 
          (cancelled as to future grants)

     United Stationers Management Incentive Plan

     United Stationers Executive Bonus Plan

     United Stationers Supply Co. Deferred Compensation Plan

     United Stationers Inc. Flexible Spending Plan

     United Stationers Supplemental Benefits Plan

 
                                   EXHIBIT B


The following are the fringe benefits to which Employee is entitled as of
February 13, 1995


1.   HEALTH AND DENTAL

     A.   United Group Medical and Dental Benefit Plans

     B.   Medical Reimbursement Plan - provides reimbursement to Officer (but
          not dependents) for all medical and dental expenses not covered by the
          above Plans

     C.   Retiree Health Plan

     D.   Surviving Spouse - Medical and Dental Benefit Plans coverage will
          continue for surviving spouse and dependent children, without cost to
          surviving spouse, in the event of death of Employee during Term of
          Employment

     E.   Medical and Dental Benefits for Early Retirees

     F.   Annual physical examination at Company expense.


2.   COMPANY CAR

     Leased Auto or equivalent cash compensation is provided in accordance with
     current Policy.


3.   LIFE INSURANCE

     A.   Group Term Life Insurance - 2 1/2 times base salary.  Includes life
          insurance on spouse ($4,000) and dependent children ($1,000), and
          additional accidental Death and Dismemberment benefit equal to the
          amount of Group Term Life.

     B.   Travel and Accident Insurance - $300,000 on a 24-hour business and
          pleasure basis.

     C.   Split Dollar Life Insurance.  Company pays premium; portion allocable
          to Employee benefit is added to Employee's W-2.

 
4.   DISABILITY BENEFITS

     After payment of the disability benefits provided in this Agreement,
     current disability insurance policy may provide additional benefits.


5.   CLUB AND ASSOCIATION DUES

     Airline club dues and professional and industry association dues are
     reimbursable.  Social and country club dues are reimbursable to the extent
     incurred for business purposes in accordance with Company Policy.


6.   FINANCIAL AND TAX CONSULTING - and tax return preparation -provided by
     Arthur Andersen, LLP at Company expense in accordance with Company Policy.


7.   OFFICER INDEMNIFICATION AND INSURANCE - D&O insurance is provided on
     claims-made basis.  Restated Certificate of Incorporation of company
     provides indemnification of officers.


8.   VACATION - Paid vacations in accordance with Company Policy.


9.   OTHER - Any other fringe benefits that may from time to time be made
     available to employees of the Company generally.

                                      B-2

 
                                   EXHIBIT C



                                     [DATE]



Mr. Jeffrey K. Hewson
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

DEAR _____________________:

     This letter recites the terms and conditions applicable to receipt of your
Stay Bonus payments as provided in your Employment and Consulting Agreement with
United Stationers Inc. ("USI"), United Stationers Supply Co. ("Supply Co.") (USI
and Supply Co. are collectively referred to as the "Company").

1.   Upon receipt of a signed copy of this Agreement, the Company will take all
     steps necessary to commence payments of the Stay Bonus in the amount and on
     the effective dates as provided in your Employment and Consulting Agreement
     dated _________________.

2.   If the Term of Employment as provided in your Employment and Consulting
     Agreement is terminated by the Company other than for cause, or is
     terminated voluntarily by you with good reason, you agree that the
     following provisions will become effective on the effective date of the
     termination of the Term of Employment.

     A.   RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have.  This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims if any, under the Age Discrimination in
          Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the
          Civil Rights Acts of 1966 and of 1991, the Employment Retirement
          Income Security Act of 1974, the Americans with Disabilities Act of
          1990. (Of course, this Waiver and Release does not waive your right to
          receive the severance payment

 
          described in Paragraph 1 above, or your right to receive reimbursement
          for ordinary business expenses previously incurred or for pending
          medical or workers compensation claims or any other right you may have
          against the Company pursuant to your Employment and Consulting
          Agreement.)

     B.   CONFIDENTIALITY AND NON-COMPETITION. You hereby acknowledge that
          Sections 6, 7 and 8 of your Employment and Consulting Agreement dated
          March 1, 1990 and as amended on April 10, 1991, September 1, 1994 and
          February 13, 1995 shall remain in full force and effect and survive
          the expiration of the Term of Employment thereunder.

3.   This Agreement shall be governed by Illinois law.

4.   You acknowledge that you have had ample opportunity consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand the Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in your Employment and Consulting Agreement;
     and that you sign this Agreement of your own free will based on your own
     decision. You also acknowledge that you have been given 45 days to consider
     the terms of this Agreement before signing it, and you understand that you
     my revoke it by providing me with written notice no later than 7 days after
     you have signed it.

     [Insert information for valid ADEA waiver at time waiver is delivered for 
     Employee's signature.]

Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the

                                      C-2

 
terms of this letter, please sign below and return the Agreement to me.

Sincerely,

UNITED STATIONERS SUPPLY CO.

______________________________

Vice President, Human Resources



Agreed to and Signed:

This ______ Day of __________, 199_.


Signature:_________________________

                                      C-3

 
                                   SCHEDULE 4
                                   ----------

                                  START NOTICE
                                  ------------

                                      Date


Trustee

_________________

_________________

                    Re:  USI EMPLOYEE BENEFITS TRUST
                         START NOTICE

                    Beneficiary:  ___________________________

Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as ________________ __, 1995, between United Stationers Inc.
(the "Company") and American National Bank and Trust Company of Chicago, as
Trustee.  Capitalized terms used but not defined in this Notice shall have the
meaning ascribed to such terms in the Beneficiary's Employment Agreement with
the Company.

     The undersigned hereby represents and warrants that all of the conditions
precedent to Employee's eligibility for receipt of the Stay Bonus payments have
been met and that he is entitled to receive the Stay Bonus Benefits.  The Stay
Bonus Start Date is _________________.

     As required by the Trust Agreement, please forward this Start Notice to the
Company.

                                      Very truly yours,



                                      _________________________
                  Print Name or Title _________________________

If signing for a Beneficiary, indicate the nature of your legal authority.

EX-99.6

 
                                                                       EXHIBIT 6

                                  AMENDMENT TO
                                  ------------

                      EMPLOYMENT AND CONSULTING AGREEMENT
                      -----------------------------------

     This Amendment made as of the 13th day of February, 1995, between UNITED
STATIONERS INC. ("USI"), UNITED STATIONERS SUPPLY CO. ("Supply Co.") (USI and
Supply Co. are collectively referred to as the "Company"), and OTIS H. HALLEEN
("Employee").

     WHEREAS, the Company and the Employee are parties to an Employment and
Consulting Agreement dated April 3, 1987, and Amendments dated June 23, 1988 and
September 1, 1994 (collectively, the "Agreement"); and

     WHEREAS, USI is contemplating entering into a transaction which would
result in a Change in Control; and

     WHEREAS, it is in the best interests of the Company and the shareholders of
USI that the Employee continue to concentrate on the conduct of the business of
the Company, perform all duties in the best interests of the shareholders of USI
and be encouraged to maintain the employment relationship with the Company after
the Change in Control; and

     WHEREAS, USI and the Employee desire to amend the Agreement to provide
appropriate incentives for the Employee to continue to perform the Employee's
duties and responsibilities with respect to the Company, thereby promoting the
stability of the business of the Company both before and after the occurrence of
the Change in Control.

     NOW THEREFORE, for valuable consideration which the parties acknowledge,
the Employee and the Company agree that in the event of the occurrence on or
before December 31, 1995 of a Change in Control, as defined in this Amendment,
the Agreement shall be amended, effective as of the date on which the Change in
Control occurs, as follows:

     1.  Section 1 of the Agreement is amended by adding the following sentence
to the end thereof:

     "Within 30 days after the date on which a Change in Control occurs, the
     Company shall notify the Employee whether the Company will negotiate to
     continue the Employee's relationship with the Company following the
     expiration of the Term of Employment.  Furthermore, if the Employee does
     not enter into a new employment or consulting agreement with the Company
     pursuant to such terms as the Employee and the Company may mutually agree
     prior to the last 90 days of the term of employment ("Term of Employment"),
     then the Employee's duties during such 90 day period shall be limited to
     that of an executive in a transition status with reasonable personal time
     off to conduct a job search,

 
     interview with potential employers and organize personal affairs."

     2.   Section 2 of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "2.  Term.  The Term of Employment shall continue from and after the
     date on which the Change in Control occurred until the date designated by
     the Company in a written notice to the Employee within the first 30 days
     after the Change in Control occurs not later than the first anniversary of
     the date on which the Change in Control occurred, unless sooner terminated
     by either party in accordance with the provisions of this Agreement.  In
     the event a date is not designated by the Company within such first 30
     days, the Term of Employment shall extend to the first anniversary of the
     Change in Control."

     3.   Section 3(a) of the Agreement is amended by deleting "$75,012.48" and
substituting "$149,000" in its place.

     4.   Section 3(b) of the Agreement is amended by deleting the first
sentence in its entirety and substituting the following in its place:

     "During the Term of Employment, the Employee shall be entitled to
     participate in pension plans, tax-qualified profit sharing plans and
     deferred compensation plans not less favorable (in terms of dollar value
     benefit to the Employee) than such plans to which the Employee was entitled
     to immediately preceding the date on which the Change in Control occurred
     and shall be provided a similar bonus opportunity as provided the Employee
     in the aggregate under the management incentive, executive bonus, stock
     option and other similar incentive compensation plans of the Company
     immediately preceding the date on which the Change in Control occurred."

     5.   Section 3(c) of the Agreement is amended by deleting the phrase "is
now entitled" each place it appears and substituting in its place the phrase
"was entitled immediately prior to the date on which the Change in Control
occurred".

     6.   Section 3 of the Agreement is amended by adding the following
subsections (e) and (f) to the end thereof:

          "(e) Benefits Trust.  To secure the payment to the Employee of the
     "Stay Bonus", as defined below in Section 3(f), the Company will establish
     a trust to be known as the USI Employee Benefits Trust (the "Trust") and
     provide for the Employee to be a beneficiary thereof.  The Company will
     cause to be furnished to the trustee thereunder (the

                                       2

 
     "Trustee") an irrevocable letter of credit, and the trust agreement
     establishing the Trust will require the Trustee to draw on such letter of
     credit to pay such Stay Bonus to the Employee at such time as the Employee
     becomes entitled to such amounts pursuant to Section 3(f) or pursuant to
     Section 10(g).  To receive distributions from the Trust, the Employee shall
     furnish the Trustee with any notices described in the Trust Agreement.

          (f) Stay Bonus.  During the first 120 days of the Term of Employment,
     the Company and the Employee shall in good faith attempt to negotiate a
     mutually satisfactory incentive compensation opportunity commensurate with
     the Employee's responsibilities and position.  If:

               (i) the Term of Employment has expired and the Company and the
          Employee have not agreed, for any reason, upon a mutually satisfactory
          written incentive compensation opportunity ("Incentive Opportunity")
          for the Employee, which Incentive Opportunity is signed by the
          Employee and contains an acknowledgement by the Employee that the
          signed Incentive Opportunity is an Incentive Opportunity within the
          meaning of this Section 3(f)(i) of this Agreement;

               (ii) the Employee is terminated by the Company other than for
          cause pursuant to Section 10(c); or

               (iii) the Employee terminates voluntarily with good reason
          pursuant to Section 10(a);

     then, upon the execution and delivery of the Release and Agreement to the
     Trustee attached hereto as Exhibit C, the Employee shall be entitled to
     receive a distribution from the Trust, in an aggregate amount equal to FIVE
     HUNDRED EIGHTY-NINE THOUSAND TWO HUNDRED TEN DOLLARS ($589,210) ("Stay
     Bonus") payable in an initial installment of TWO HUNDRED SIXTY-THREE
     THOUSAND FIFTY-NINE DOLLARS AND FORTY-SIX CENTS ($263,059.46) and in 23
     equal monthly installments each in an amount equal to FOURTEEN THOUSAND ONE
     HUNDRED EIGHTY DOLLARS AND FORTY-SIX CENTS ($14,180.46), with the first
     installment commencing within one month after the date on which the
     Employee becomes entitled thereto."

     7.   Section 6(a) of the Agreement is amended by deleting the phrase "and
during the Consulting Term".

     8.   Section 6(c) of the Agreement is amended by deleting the phrase "or
during the Consulting Term".

     9.   Section 7 of the Agreement is amended by deleting the phrase ", the
Consulting Term".

                                       3

 
     10.  Section 8(a) of the Agreement is amended by deleting the phrase
"During the Term of Employment and the Consulting Term (or, if there shall be no
Consulting Term, during the two year period following the Term of Employment),"
and substituting the phrase "During the two year period following the Term of
Employment,".

     11.  Section 8(b) of the Agreement is amended by deleting the phrase
"during the Consulting Term and".

     12.  Section 10(a)(ii) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "(ii)  the exclusion of the Employee from, or the diminution in the
     Employee's participation in, any profit sharing, pension, supplemental
     benefit or other deferred compensation plans, to which the Employee was
     entitled immediately preceding the date on which the Change in Control
     occurred, or any diminution in the aggregate bonus opportunity as provided
     the Employee under the management incentive, executive bonus, stock option
     and similar incentive compensation plans of the Company immediately
     preceding the date on which the Change in Control occurred; or"

     13.  Section 10(a)(iii) of the Agreement is amended by deleting the phrase
"enjoyed by Employee, other than pursuant to change in the Company's fringe
benefit policies generally" and substituting in its place "listed in Exhibit B
as enjoyed by Employee immediately prior to the date on which the Change in
Control occurred".

     14.  Section 10(a)(iv) of the Agreement is amended by inserting the word
"material" after the word "any" and deleting the phrase "except pursuant to a
general change in the Company's reimbursement policies" and substituting in its
place "as enjoyed by Employee immediately prior to the date on which the Change
in Control occurred".

     15.  Section 10(b)(iii) of the Agreement and the immediately preceding word
"and" is deleted in its entirety, and the following is substituted in its place:

     ", (iii) the unpaid portion of Salary for the unexpired portion of the Term
     of Employment and (iv) the Stay Bonus pursuant to Section 3(f)."

     16.  Sections 10(e), 10(f) and 10(g) of the Agreement are deleted in their
entirety and the following substituted in their place:

                                       4

 
          "(e) The Term of Employment may be terminated by the Company for cause
     by delivery to the Employee of a "Notice of Termination for Cause".  A
     Notice of Termination for Cause shall be a written notice from the Board of
     Directors of the Company or the executive or compensation committee of the
     Board of Directors of the Company ("Board") to the Employee, after
     reasonable notice (not less than 10 days) to the Employee and an
     opportunity for the Employee, together with the Employee's counsel, to be
     heard before the Board, (i) finding that in the good faith opinion of the
     Board the Employee was guilty of a breach of a fiduciary duty owed by the
     Employee to the Company, including, without limitation, engaging in
     directly competitive acts while employed by the Company, and (ii)
     specifying the particulars thereof in detail.  If within 30 days after the
     giving of the Notice of Termination for Cause by the Company, the Employee
     delivers to the Company a written "Notice Denying Cause" stating that a
     dispute exists concerning the termination for cause, then the matter shall
     be submitted to arbitration and a Final Determination shall be considered
     to be made on the date of the earliest to occur of a mutual written
     agreement of the Employee and the Company settling the dispute, a binding
     and final arbitration award or by a final judgment, order or decree of a
     court of competent jurisdiction entered upon such arbitration award (the
     time for appeal therefrom having expired and no appeal having been
     perfected).

          (f) If the Employee believes good reason exists for the termination of
     the Term of Employment, the Employee may deliver to the Company a written
     "Notice of Good Reason" stating specifically the particulars establishing
     good reason.  The Employee shall be conclusively deemed to have a good
     reason to terminate the Term of Employment unless the Company shall deliver
     to the Employee a written "Notice Denying Good Reason" (within 30 days
     after the Employee delivered the Notice of Good Reason).  A Notice Denying
     Good Reason shall be a written notice from the Board after reasonable
     notice (not less than 10 days) to the Employee and an opportunity for the
     Employee, together with the Employee's counsel, to be heard before the
     Board, (i) finding that in the good faith opinion of the Board, good reason
     for the termination of the Employee's Term of Employment does not exist,
     and (ii) addressing the particulars on which the Employee relied to
     establish good reason in detail.  If the Company does not deliver a "Notice
     Denying Good Reason" within 30 days after the Employee delivered the Notice
     of Good Reason, the Term of Employment shall be deemed to terminate for
     good reason on the earlier of (i) such 30th day or (ii) the date on which
     the Employee voluntarily terminates the Term of Employment.  If the
     Employee notifies the Company in writing that the Employee disputes the
     Company's Notice Denying Good Reason, then the

                                       5

 
     matter shall be submitted to arbitration.  In the event the matter is
     submitted to arbitration, then a Final Determination shall be considered to
     be made on the date of the earliest of a mutual written agreement of the
     Employee and the Company settling the dispute, a binding and final
     arbitration award or a final judgment, order or decree of a court of
     competent jurisdiction entered upon such arbitration award (the time for
     appeal therefrom having expired and no appeal having been perfected).
     After delivery of a Notice of Good Reason, the Employee may continue
     employment until the earlier to occur of (i) the 30th day following
     delivery of such notice without delivery of a Notice Denying Good Reason,
     (ii) a Final Determination that the Employee has good reason to terminate
     the Term of Employment, or (iii) the expiration of the Term of Employment.
     If the Employee terminates the Term of Employment before such time, the
     Term of Employment shall be considered terminated without good reason if a
     Final Determination so provides.

          (g)  If the Term of Employment is terminated for cause pursuant to
     Section 10(e) and the Employee delivers its Notice Denying Cause, or, if
     the Employee, after having delivered a Notice of Good Reason pursuant to
     Section 10(f) to the Company, voluntarily terminates the Term of Employment
     either (i) before 30 days have elapsed following his delivery of such
     notice and the Company does not acknowledge in writing that the Employee
     has terminated for good reason or (ii) after a Notice Denying Good Reason
     has been delivered to the Employee, then the Employee shall be entitled to
     receive a distribution from the Trust in an amount equal to 3 months Salary
     upon meeting the requirements of the last sentence of this Section 10(g).
     If a Final Determination is not made within 90 days after such termination
     of the Term of Employment, then, on such 90th day, the Employee, upon
     compliance with the conditions set forth below, shall be entitled to
     receive a distribution from the Trust in an amount equal to the portion of
     the Stay Bonus which would have been paid from the termination of the Term
     of Employment through such 90th day as if the provisions of Section 3(f)
     were in effect, reduced by the amount, if any, by which 3 months Salary
     exceeds the amount of Salary the Employee would have received after the
     date of the termination of the Term of Employment, if the Term of
     Employment has not been terminated prior to its expiration.   In addition
     to receiving a distribution for a portion of the Stay Bonus on such 90th
     day, the Employee shall also receive periodic distributions for all
     remaining installments of the Stay Bonus when due (as if the provisions of
     Section 3(f) were in effect), unless and until a Final Determination has
     been made that the termination of the Term of Employment was without good
     reason or for cause, as the case may be

                                       6

 
     applicable, in which event, the Company shall be entitled to recover from
     the Employee all or any portion of payments to the Employee pursuant to
     this Section 10(g) without interest.  To qualify for the distributions
     described in this Section 10(g) from the Trust, the Employee agrees to
     submit to the Trustee, on or before 90 days after such termination of the
     Term of Employment, copies of the following, as applicable: the Notice
     Denying Cause; the Notice of Good Reason and an affidavit that such
     Employee voluntarily terminated the Term of Employment before the 30th day
     after the giving of such Notice of Good Reason; or the Notice Denying Good
     Reason."

     17.  Section 10(i)(iii) of the Agreement is deleted in its entirety, and
the following is substituted in its place:

     "(iii) the Stay Bonus pursuant to Section 3(f)."

     18.  Section 10(j) of the Agreement is amended by deleting the word "and"
immediately preceding clause (ii) and adding the following clause (iii) to the
first sentence thereof:

     "; and (iii) the Stay Bonus pursuant to Section 3(f)."

     19.  Section 10(k) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

     "(k) [Reserved.]"

     20.  Section 11 of the Agreement is deleted in its entirety and the
following is substituted therefor:

     "11.  [Reserved.]"

     21.  Section 13(i) of the Agreement is amended by adding the following to
the end thereof:

          "The Employee acknowledges that the Company has a significant interest
     in defending against any assertion by the Internal Revenue Service ("IRS")
     that any payments made by the Company to the Employee are excess parachute
     payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as
     amended, ("Code").  The Company and the Employee both acknowledge that it
     is in their mutual best interest to vigorously contest any such assertion
     by the IRS and that the Company is in the best position to effectively
     contest the same.  Thus, in the event of an assessment or threatened
     assessment by the IRS of any excise tax or interest attributable to the
     application of Section 4999 of the Code with respect to any payment made by
     the Company to the Employee, the Employee shall notify the Company in
     writing promptly after the receipt of any communication from the IRS

                                       7

 
     specifically asserting the issue of such excise tax and shall provide a
     copy of such communication to the Company.  Upon receiving such written
     notice, the Company shall engage Arthur Andersen and such other counsel,
     consultants and other experts reasonably acceptable to the Employee to
     represent both the Company and the Employee in contesting the extent to
     which payments made by the Company to the Employee constitute excess
     parachute payments, and the Employee shall reasonably cooperate with the
     Company in connection therewith.  The Company may, but shall not be
     required to, provide such representation with respect to all or a portion
     of such payments that Arthur Andersen reasonably believes, by its written
     opinion from time to time in form and substance reasonably satisfactory to
     the Company, is more likely than not excess parachute payments or if the
     Company reasonably and in good faith determines that its costs of
     contesting the characterization of such payments will exceed the amount of
     its deduction at stake."

     22.  Section 13 of the Agreement is amended by deleting subsection (k) and
substituting the following in its place:

          "(k)  For purposes of this Agreement, "Change in Control" means a
     change in control resulting from an acquisition of USI, whether by
     amalgamation, consolidation, merger or acquisition of stock, pursuant to
     which any person or firm, or its or their affiliates (as defined in Rule
     12b-2 under the Securities Exchange Act of 1934) becomes the owner of more
     than fifty percent (50%) of the outstanding stock of USI either in value or
     voting power."

     23.  The agreement is amended by adding the following new Section 15 as
follows:

     "15. Medical Benefits.  The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits:

          (a) In the event the United Stationers Medical Plan ("Plan") remains
     in effect and the Employee's employment with the Company terminates, the
     Employee (and the Employee's covered dependents at the time of such
     termination of employment) shall be entitled to continue to participate in
     the Plan until the Employee attains age sixty-five (65), and the Employee's
     spouse shall be entitled to continue to participate, in her own right, in
     the Plan until the Employee's spouse attains age sixty-five (65), under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to the Employee (and the

                                       8

 
     Employee's covered dependents at the time of the termination of
     employment).

          (b) If the Employee dies prior to age sixty-five (65) while the Plan 
     remains in effect, and if the Employee's spouse is then living, the
     Employee's spouse (and the Employee's covered dependents at the time of the
     Employee's death) shall be entitled to continue participation in the Plan
     until the Employee's spouse attains age sixty-five (65) or dies, under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to such spouse (and the Employee's covered dependents at the
     time of the Employee's death).

          (c) In the event of the termination of the Plan or discontinuance of
     coverage under the Plan for any reason, the Employee shall be entitled to
     and the Company shall pay to the Employee THREE THOUSAND SEVENTY DOLLARS
     ($3,070.00) per month for the period commencing on the date the Plan
     terminates or Plan coverage ceases and ending on the first to occur of:

                  (i) the later of the date the Employee or the Employee's
          spouse attains age sixty-five (65);

                  (ii) in the event of the death of the Employee, the date the
          spouse of the Employee attains age sixty-five (65);

                  (iii)  the end of the eighteen (18) month period commencing on
          the Plan termination date or the date on which the Plan coverage
          ceases; or

                  (iv)  December 31, 1998.

          (d) In the event of the termination of the Plan or the discontinuance
     of coverage under the Plan for any reason, the Company shall pay claims or
     reimburse expenses for those medical expenses which are considered
     deductible under section 213 of the Code or any successor provision,
     (without regard to any applicable threshold for deductibility) to the
     Employee, subject to the following terms and conditions:

               (i) the Employee (or any of the Employee's covered dependents at
          the time the Plan terminates or coverage under the Plan ceases) if
          covered by a medical plan maintained by the Employee's then current
          employer or a medical plan maintained by the employer of the

                                       9

 
          spouse of the Employee, has exceeded the lifetime maximum benefit
          provided in such plan;

               (ii) payment of medical expenses or reimbursement for such claims
          under this subsection (d) shall not exceed the lesser of the following
          amounts:

                    (1) a maximum of $300,000 for the Employee and all
               dependents (on an aggregate basis) of the Employee as of the date
               of Plan termination or the date coverage under the Plan ceases;
               or

                    (2) an amount which exceeds $700,000 (on an aggregate basis)
               for the group of Employees referred to as "Contract Officers"
               under the Plan (including all dependents of such Contract
               Officers as of the date of Plan termination or the date coverage
               under the Plan ceases); and

                  (iii)  reimbursement for such claims under this subsection (d)
          shall be made for the period commencing on the date the Plan
          terminates and ending on the first to occur of:

                    (1) the later of the date the Employee or the Employee's
                  spouse attains age sixty-five (65);

                    (2) in the event of the death of the Employee, the date the
                  spouse of the Employee attains age sixty-five (65);

                    (3) the end of the eighteen (18) month period commencing on
                  the Plan termination date or the date on which Plan coverage
                  ceases; or

                    (4)  December 31, 1998.

          The coverage provided under this Section 15(d) shall be separate and 
          in addition to the coverage provided under Section 15(c) above."

     24.  Exhibit A of the Agreement is amended to read as attached hereto.

     25.  Exhibit B of the Agreement is amended to read as attached hereto.

                                       10

 
     26.  This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.

     Except as so amended, the Agreement is in all other respects unchanged.

                                          UNITED STATIONERS INC.
ATTEST:

___________________________               By:___________________________
Assistant Secretary                       Its:__________________________


                                          UNITED STATIONERS SUPPLY CO.
ATTEST:

____________________________              By:___________________________
Assistant Secretary                       Its:__________________________


                                          EMPLOYEE:

                                          ______________________________
                                          Otis H. Halleen

                                       11

 
                                   EXHIBIT A

                                       TO

                      EMPLOYMENT AND CONSULTING AGREEMENT

                          (Revised February 13, 1995)


Current Employee Benefit Plans Deemed "Additional Compensation" under Paragraph
3(b)


     United Stationers Supply Co. Pension Plan

     United Stationers Inc. Profit Sharing PluSavings Plan

     United Stationers Inc. 1981 Stock Incentive Award Plan

     United Stationers Inc. 1985 Nonqualified Stock Option Plan 
          (cancelled as to future grants)

     United Stationers Management Incentive Plan

     United Stationers Executive Bonus Plan

     United Stationers Supply Co. Deferred Compensation Plan

     United Stationers Inc. Flexible Spending Plan

     United Stationers Supplemental Benefits Plan

 
                                   EXHIBIT B


The following are the fringe benefits to which the Employee is entitled as of
February 13, 1995


1.   HEALTH AND DENTAL

     A.   United Group Medical and Dental Benefit Plans

     B.   Medical Reimbursement Plan - provides reimbursement to Officer (but
          not dependents) for all medical and dental expenses not covered by the
          above Plans

     C.   Retiree Health Plan

     D.   Surviving Spouse - Medical and Dental Benefit Plans coverage will
          continue for surviving spouse and dependent children, without cost to
          surviving spouse, in the event of death of the Employee during Term of
          Employment

     E.   Medical and Dental Benefits for Early Retirees

     F.   Annual physical examination at Company expense.


2.   COMPANY CAR

     Leased Auto or equivalent cash compensation is provided in accordance with
     current Policy.


3.   LIFE INSURANCE

     A.   Group Term Life Insurance - 2 1/2 times base salary.  Includes life
          insurance on spouse ($4,000) and dependent children ($1,000), and
          additional accidental Death and Dismemberment benefit equal to the
          amount of Group Term Life.

     B.   Travel and Accident Insurance - $300,000 on a 24-hour business and
          pleasure basis.

     C.   Split Dollar Life Insurance.  Company pays premium; portion allocable
          to the Employee benefit is added to the Employee's W-2.

 
4.   DISABILITY BENEFITS

     After payment of the disability benefits provided in this Agreement,
     current disability insurance policy may provide additional benefits.


5.   CLUB AND ASSOCIATION DUES

     Airline club dues and professional and industry association dues are
     reimbursable.  Social and country club dues are reimbursable to the extent
     incurred for business purposes in accordance with Company Policy.


6.   FINANCIAL AND TAX CONSULTING - and tax return preparation -provided by
     Arthur Andersen, LLP at Company expense in accordance with Company Policy.


7.   OFFICER INDEMNIFICATION AND INSURANCE - D&O insurance is provided on
     claims-made basis.  Restated Certificate of Incorporation of Company
     provides indemnification of officers.


8.   VACATION - Paid vacations in accordance with Company Policy.


9.   OTHER - Any other fringe benefits that may from time to time be made
     available to employees of the Company generally.

                                      B-2

 
                                   EXHIBIT C



                                     [DATE]



Mr. Otis H. Halleen
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

DEAR _____________________:

This letter sets forth the amount of and the conditions to your Stay Bonus
pursuant to your Employment and Consulting Agreement with United Stationers Inc.
and United Stationers Supply Co. as a result of [your termination of employment
on ____________________] [your continued employment through
____________________].

1.   After you sign and return this Agreement to me, the Company will pay you [a
     severance benefit] [an amount] equal to _________ payable in an initial
     installment in the amount of $__________ paid  within one month following
     [the date the Term of Employment expires or terminates] [your severance]
     with 23 equal monthly installments in the amount of $__________ each paid
     to you thereafter.

2.   In return for the Company's providing the severance payment, you agree as
     follows:

     A.   RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have. This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims if any, under the Age Discrimination in
          Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the
          Civil Rights Acts of 1966 and of 1991, the Employment Retirement
          Income Security Act of 1974, the Americans with Disabilities Act of
          1990. (Of course, this Waiver and Release does not waive your right to
          receive the [severance] payment described in Paragraph 1 above, or
          your right to

 
Mr. Otis H. Halleen
PAGE 2

          receive reimbursement for ordinary business expenses previously
          incurred or for pending medical or workers compensation claims or any
          other right you may have against the Company pursuant to your
          Employment and Consulting Agreement.)

     B.   CONFIDENTIALITY AND NON-COMPETITION. You hereby acknowledge that
          Sections 6, 7 and 8 of your Employment and Consulting Agreement dated
          April 3, 1987 and as amended on June 23, 1988, September 1, 1994 and 
          February 13, 1995 shall remain in full force and effect and survive
          the expiration of the Term of Employment thereunder.

3.   Should you violate any of the provisions of Paragraph 2, in addition to its
     other remedies, the Company will be released from any obligation to make
     the payments under Paragraph 1, and you shall repay any such [severance
     payments] [installments] previously made to you.

4.   This Agreement takes the place of any oral or written promises, agreements
     or understandings between the Company and you about any of the subjects of
     this Agreement.  This Agreement cannot be altered or amended except by
     written agreements signed by both you and an officer of the Company.

5.   This Agreement shall be governed by Illinois law.

6.   You acknowledge that you have had ample opportunity consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand the Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in your Employment and Consulting Agreement;
     and that you sign this Agreement of your own free will based on your own
     decision.  You also acknowledge that you have been given 45 days to
     consider the terms of this Agreement before signing it, and you understand
     that you my revoke it by providing me with written notice no later than 7
     days after you have signed it.

                                      C-2

 
Mr. Otis H. Halleen
PAGE 3


     [Insert required information for valid ADEA waiver at time waiver is
     delivered for Employee's signature.]

Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the terms of this letter, please sign
below and return the Agreement to me.

Sincerely,

UNITED STATIONERS SUPPLY CO.

______________________________

Vice President, Human Resources



Agreed to and Signed:

This ______ Day of __________, 199_.


Signature:_________________________

EX-99.7

                                                                       EXHIBIT 7
 
                                  AMENDMENT TO
                                  ------------

                      EMPLOYMENT AND CONSULTING AGREEMENT
                      -----------------------------------

     This Amendment made as of the 13th day of February, 1995, between UNITED
STATIONERS INC. ("USI"), UNITED STATIONERS SUPPLY CO. ("Supply Co.") (USI and
Supply Co. are collectively referred to as the "Company"), and ROBERT H. CORNELL
("Employee").

     WHEREAS, the Company and the Employee are parties to an Employment and
Consulting Agreement dated February 1, 1988, and Amendments dated August 23,
1989 and September 1, 1994 (collectively, the "Agreement"); and

     WHEREAS, USI is contemplating entering into a transaction which would
result in a Change in Control; and

     WHEREAS, it is in the best interests of the Company and the shareholders of
USI that the Employee continue to concentrate on the conduct of the business of
the Company, perform all duties in the best interests of the shareholders of USI
and be encouraged to maintain the employment relationship with the Company after
the Change in Control; and

     WHEREAS, USI and the Employee desire to amend the Agreement to provide
appropriate incentives for the Employee to continue to perform the Employee's
duties and responsibilities with respect to the Company, thereby promoting the
stability of the business of the Company both before and after the occurrence of
the Change in Control.

     NOW THEREFORE, for valuable consideration which the parties acknowledge,
the Employee and the Company agree that in the event of the occurrence on or
before December 31, 1995 of a Change in Control, as defined in this Amendment,
the Agreement shall be amended, effective as of the date on which the Change in
Control occurs, as follows:

     1.  Section 1 of the Agreement is amended by adding the following sentence
to the end thereof:

     "Within 30 days after the date on which a Change in Control occurs, the
     Company shall notify the Employee whether the Company will negotiate to
     continue the Employee's relationship with the Company following the
     expiration of the Term of Employment.  Furthermore, if the Employee does
     not enter into a new employment or consulting agreement with the Company
     pursuant to such terms as the Employee and the Company may mutually agree
     prior to the last 90 days of the term of employment ("Term of Employment"),
     then the Employee's duties during such 90 day period shall be limited to
     that of an executive in a transition status with reasonable personal time
     off to conduct a job search,

 
     interview with potential employers and organize personal affairs."

     2.   Section 2 of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "2.  Term.  The Term of Employment shall continue from and after the
     date on which the Change in Control occurred until the date designated by
     the Company in a written notice to the Employee within the first 30 days
     after the Change in Control occurs not later than the first anniversary of
     the date on which the Change in Control occurred, unless sooner terminated
     by either party in accordance with the provisions of this Agreement.  In
     the event a date is not designated by the Company within such first 30
     days, the Term of Employment shall extend to the first anniversary of the
     Change in Control."

     3.   Section 3(a) of the Agreement is amended by deleting "$120,000" and
substituting "$163,000" in its place.

     4.   Section 3(b) of the Agreement is amended by deleting the first
sentence in its entirety and substituting the following in its place:

     "During the Term of Employment, the Employee shall be entitled to
     participate in pension plans, tax-qualified profit sharing plans and
     deferred compensation plans not less favorable (in terms of dollar value
     benefit to the Employee) than such plans to which the Employee was entitled
     to immediately preceding the date on which the Change in Control occurred
     and shall be provided a similar bonus opportunity as provided the Employee
     in the aggregate under the management incentive, executive bonus, stock
     option and other similar incentive compensation plans of the Company
     immediately preceding the date on which the Change in Control occurred."

     5.   Section 3(c) of the Agreement is amended by deleting the phrase "is
now entitled" each place it appears and substituting in its place the phrase
"was entitled immediately prior to the date on which the Change in Control
occurred".

     6.   Section 3 of the Agreement is amended by adding the following
subsections (e) and (f) to the end thereof:

          "(e) Benefits Trust.  To secure the payment to the Employee of the
     "Stay Bonus", as defined below in Section 3(f), the Company will establish
     a trust to be known as the USI Employee Benefits Trust (the "Trust") and
     provide for the Employee to be a beneficiary thereof.  The Company will
     cause to be furnished to the trustee thereunder (the

                                       2

 
     "Trustee") an irrevocable letter of credit, and the trust agreement
     establishing the Trust will require the Trustee to draw on such letter of
     credit to pay such Stay Bonus to the Employee at such time as the Employee
     becomes entitled to such amounts pursuant to Section 3(f) or pursuant to
     Section 10(g).  To receive distributions from the Trust, the Employee shall
     furnish the Trustee with any notices described in the Trust Agreement.

          (f) Stay Bonus.  During the first 120 days of the Term of Employment,
     the Company and the Employee shall in good faith attempt to negotiate a
     mutually satisfactory incentive compensation opportunity commensurate with
     the Employee's responsibilities and position.  If:

               (i) the Term of Employment has expired and the Company and the
          Employee have not agreed, for any reason, upon a mutually satisfactory
          written incentive compensation opportunity ("Incentive Opportunity")
          for the Employee, which Incentive Opportunity is signed by the
          Employee and contains an acknowledgement by the Employee that the
          signed Incentive Opportunity is an Incentive Opportunity within the
          meaning of this Section 3(f)(i) of this Agreement;

               (ii) the Employee is terminated by the Company other than for
          cause pursuant to Section 10(c); or

               (iii) the Employee terminates voluntarily with good reason
          pursuant to Section 10(a);

     then, upon the execution and delivery of the Release and Agreement to the
     Trustee attached hereto as Exhibit C, the Employee shall be entitled to
     receive a distribution from the Trust, in an aggregate amount equal to SIX
     HUNDRED TWO THOUSAND NINE HUNDRED EIGHTY-FIVE DOLLARS ($602,985) ("Stay
     Bonus") payable in an initial installment of TWO HUNDRED SIXTY-NINE
     THOUSAND TWO HUNDRED NINE DOLLARS ($269,209) and in 23 equal monthly
     installments each in an amount equal to FOURTEEN THOUSAND FIVE HUNDRED
     TWELVE DOLLARS ($14,512), with the first installment commencing within one
     month after the date on which the Employee becomes entitled thereto."

     7.   Section 6(a) of the Agreement is amended by deleting the phrase "and
during the Consulting Term".

     8.   Section 6(c) of the Agreement is amended by deleting the phrase "or
during the Consulting Term".

     9.   Section 7 of the Agreement is amended by deleting the phrase ", the
Consulting Term".

                                       3

 
     10.  Section 8(a) of the Agreement is amended by deleting the phrase
"During the Term of Employment and the Consulting Term (or, if there shall be no
Consulting Term, during the two year period following the Term of Employment),"
and substituting the phrase "During the two year period following the Term of
Employment,".

     11.  Section 8(b) of the Agreement is amended by deleting the phrase
"during the Consulting Term and".

     12.  Section 10(a)(ii) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "(ii)  the exclusion of the Employee from, or the diminution in the
     Employee's participation in, any profit sharing, pension, supplemental
     benefit or other deferred compensation plans, to which the Employee was
     entitled immediately preceding the date on which the Change in Control
     occurred, or any diminution in the aggregate bonus opportunity as provided
     the Employee under the management incentive, executive bonus, stock option
     and similar incentive compensation plans of the Company immediately
     preceding the date on which the Change in Control occurred; or"

     13.  Section 10(a)(iii) of the Agreement is amended by deleting the phrase
"enjoyed by Employee, other than pursuant to change in the Company's fringe
benefit policies generally" and substituting in its place "listed in Exhibit B
as enjoyed by Employee immediately prior to the date on which the Change in
Control occurred".

     14.  Section 10(a)(iv) of the Agreement is amended by inserting the word
"material" after the word "any" and deleting the phrase "except pursuant to a
general change in the Company's reimbursement policies" and substituting in its
place "as enjoyed by Employee immediately prior to the date on which the Change
in Control occurred".

     15.  Section 10(b)(iii) of the Agreement and the immediately preceding word
"and" is deleted in its entirety, and the following is substituted in its place:

     ", (iii) the unpaid portion of Salary for the unexpired portion of the Term
     of Employment and (iv) the Stay Bonus pursuant to Section 3(f)."

     16.  Sections 10(e), 10(f) and 10(g) of the Agreement are deleted in their
entirety and the following substituted in their place:

                                       4

 
          "(e) The Term of Employment may be terminated by the Company for cause
     by delivery to the Employee of a "Notice of Termination for Cause".  A
     Notice of Termination for Cause shall be a written notice from the Board of
     Directors of the Company or the executive or compensation committee of the
     Board of Directors of the Company ("Board") to the Employee, after
     reasonable notice (not less than 10 days) to the Employee and an
     opportunity for the Employee, together with the Employee's counsel, to be
     heard before the Board, (i) finding that in the good faith opinion of the
     Board the Employee was guilty of a breach of a fiduciary duty owed by the
     Employee to the Company, including, without limitation, engaging in
     directly competitive acts while employed by the Company, and (ii)
     specifying the particulars thereof in detail.  If within 30 days after the
     giving of the Notice of Termination for Cause by the Company, the Employee
     delivers to the Company a written "Notice Denying Cause" stating that a
     dispute exists concerning the termination for cause, then the matter shall
     be submitted to arbitration and a Final Determination shall be considered
     to be made on the date of the earliest to occur of a mutual written
     agreement of the Employee and the Company settling the dispute, a binding
     and final arbitration award or by a final judgment, order or decree of a
     court of competent jurisdiction entered upon such arbitration award (the
     time for appeal therefrom having expired and no appeal having been
     perfected).

          (f) If the Employee believes good reason exists for the termination of
     the Term of Employment, the Employee may deliver to the Company a written
     "Notice of Good Reason" stating specifically the particulars establishing
     good reason.  The Employee shall be conclusively deemed to have a good
     reason to terminate the Term of Employment unless the Company shall deliver
     to the Employee a written "Notice Denying Good Reason" (within 30 days
     after the Employee delivered the Notice of Good Reason).  A Notice Denying
     Good Reason shall be a written notice from the Board after reasonable
     notice (not less than 10 days) to the Employee and an opportunity for the
     Employee, together with the Employee's counsel, to be heard before the
     Board, (i) finding that in the good faith opinion of the Board, good reason
     for the termination of the Employee's Term of Employment does not exist,
     and (ii) addressing the particulars on which the Employee relied to
     establish good reason in detail.  If the Company does not deliver a "Notice
     Denying Good Reason" within 30 days after the Employee delivered the Notice
     of Good Reason, the Term of Employment shall be deemed to terminate for
     good reason on the earlier of (i) such 30th day or (ii) the date on which
     the Employee voluntarily terminates the Term of Employment.  If the
     Employee notifies the Company in writing that the Employee disputes the
     Company's Notice Denying Good Reason, then the

                                       5

 
     matter shall be submitted to arbitration.  In the event the matter is
     submitted to arbitration, then a Final Determination shall be considered to
     be made on the date of the earliest of a mutual written agreement of the
     Employee and the Company settling the dispute, a binding and final
     arbitration award or a final judgment, order or decree of a court of
     competent jurisdiction entered upon such arbitration award (the time for
     appeal therefrom having expired and no appeal having been perfected).
     After delivery of a Notice of Good Reason, the Employee may continue
     employment until the earlier to occur of (i) the 30th day following
     delivery of such notice without delivery of a Notice Denying Good Reason,
     (ii) a Final Determination that the Employee has good reason to terminate
     the Term of Employment, or (iii) the expiration of the Term of Employment.
     If the Employee terminates the Term of Employment before such time, the
     Term of Employment shall be considered terminated without good reason if a
     Final Determination so provides.

          (g)  If the Term of Employment is terminated for cause pursuant to
     Section 10(e) and the Employee delivers its Notice Denying Cause, or, if
     the Employee, after having delivered a Notice of Good Reason pursuant to
     Section 10(f) to the Company, voluntarily terminates the Term of Employment
     either (i) before 30 days have elapsed following his delivery of such
     notice and the Company does not acknowledge in writing that the Employee
     has terminated for good reason or (ii) after a Notice Denying Good Reason
     has been delivered to the Employee, then the Employee shall be entitled to
     receive a distribution from the Trust in an amount equal to 3 months Salary
     upon meeting the requirements of the last sentence of this Section 10(g).
     If a Final Determination is not made within 90 days after such termination
     of the Term of Employment, then, on such 90th day, the Employee, upon
     compliance with the conditions set forth below, shall be entitled to
     receive a distribution from the Trust in an amount equal to the portion of
     the Stay Bonus which would have been paid from the termination of the Term
     of Employment through such 90th day as if the provisions of Section 3(f)
     were in effect, reduced by the amount, if any, by which 3 months Salary
     exceeds the amount of Salary the Employee would have received after the
     date of the termination of the Term of Employment, if the Term of
     Employment has not been terminated prior to its expiration.   In addition
     to receiving a distribution for a portion of the Stay Bonus on such 90th
     day, the Employee shall also receive periodic distributions for all
     remaining installments of the Stay Bonus when due (as if the provisions of
     Section 3(f) were in effect), unless and until a Final Determination has
     been made that the termination of the Term of Employment was without good
     reason or for cause, as the case may be

                                       6

 
     applicable, in which event, the Company shall be entitled to recover from
     the Employee all or any portion of payments to the Employee pursuant to
     this Section 10(g) without interest.  To qualify for the distributions
     described in this Section 10(g) from the Trust, the Employee agrees to
     submit to the Trustee, on or before 90 days after such termination of the
     Term of Employment, copies of the following, as applicable: the Notice
     Denying Cause; the Notice of Good Reason and an affidavit that such
     Employee voluntarily terminated the Term of Employment before the 30th day
     after the giving of such Notice of Good Reason; or the Notice Denying Good
     Reason."

     17.  Section 10(i)(iii) of the Agreement is deleted in its entirety, and
the following is substituted in its place:

     "(iii) the Stay Bonus pursuant to Section 3(f)."

     18.  Section 10(j) of the Agreement is amended by deleting the word "and"
immediately preceding clause (ii) and adding the following clause (iii) to the
first sentence thereof:

     "; and (iii) the Stay Bonus pursuant to Section 3(f)."

     19.  Section 10(k) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

     "(k) [Reserved.]"

     20.  Section 11 of the Agreement is deleted in its entirety and the
following is substituted therefor:

     "11.  [Reserved.]"

     21.  Section 13(i) of the Agreement is amended by adding the following to
the end thereof:

          "The Employee acknowledges that the Company has a significant interest
     in defending against any assertion by the Internal Revenue Service ("IRS")
     that any payments made by the Company to the Employee are excess parachute
     payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as
     amended, ("Code").  The Company and the Employee both acknowledge that it
     is in their mutual best interest to vigorously contest any such assertion
     by the IRS and that the Company is in the best position to effectively
     contest the same.  Thus, in the event of an assessment or threatened
     assessment by the IRS of any excise tax or interest attributable to the
     application of Section 4999 of the Code with respect to any payment made by
     the Company to the Employee, the Employee shall notify the Company in
     writing promptly after the receipt of any communication from the IRS

                                       7

 
     specifically asserting the issue of such excise tax and shall provide a
     copy of such communication to the Company.  Upon receiving such written
     notice, the Company shall engage Arthur Andersen and such other counsel,
     consultants and other experts reasonably acceptable to the Employee to
     represent both the Company and the Employee in contesting the extent to
     which payments made by the Company to the Employee constitute excess
     parachute payments, and the Employee shall reasonably cooperate with the
     Company in connection therewith.  The Company may, but shall not be
     required to, provide such representation with respect to all or a portion
     of such payments that Arthur Andersen reasonably believes, by its written
     opinion from time to time in form and substance reasonably satisfactory to
     the Company, is more likely than not excess parachute payments or if the
     Company reasonably and in good faith determines that its costs of
     contesting the characterization of such payments will exceed the amount of
     its deduction at stake."

     22.  Section 13 of the Agreement is amended by deleting subsection (k) and
substituting the following in its place:

          "(k)  For purposes of this Agreement, "Change in Control" means a
     change in control resulting from an acquisition of USI, whether by
     amalgamation, consolidation, merger or acquisition of stock, pursuant to
     which any person or firm, or its or their affiliates (as defined in Rule
     12b-2 under the Securities Exchange Act of 1934) becomes the owner of more
     than fifty percent (50%) of the outstanding stock of USI either in value or
     voting power."

     23.  The agreement is amended by adding the following new Section 15 as
follows:

     "15. Medical Benefits.  The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits:

          (a) In the event the United Stationers Medical Plan ("Plan") remains
     in effect and the Employee's employment with the Company terminates, the
     Employee (and the Employee's covered dependents at the time of such
     termination of employment) shall be entitled to continue to participate in
     the Plan until the Employee attains age sixty-five (65), and the Employee's
     spouse shall be entitled to continue to participate, in her own right, in
     the Plan until the Employee's spouse attains age sixty-five (65), under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to the Employee (and the

                                       8

 
     Employee's covered dependents at the time of the termination of
     employment).

          (b) If the Employee dies prior to age sixty-five (65) while the Plan 
     remains in effect, and if the Employee's spouse is then living, the
     Employee's spouse (and the Employee's covered dependents at the time of the
     Employee's death) shall be entitled to continue participation in the Plan
     until the Employee's spouse attains age sixty-five (65) or dies, under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to such spouse (and the Employee's covered dependents at the
     time of the Employee's death).

          (c) In the event of the termination of the Plan or discontinuance of
     coverage under the Plan for any reason, the Employee shall be entitled to
     and the Company shall pay to the Employee TWO THOUSAND SEVEN HUNDRED
     DOLLARS ($2,700.00) per month for the period commencing on the date the
     Plan terminates or Plan coverage ceases and ending on the first to occur
     of:

                  (i) the later of the date the Employee or the Employee's
          spouse attains age sixty-five (65);

                  (ii) in the event of the death of the Employee, the date the
          spouse of the Employee attains age sixty-five (65);

                  (iii)  the end of the eighteen (18) month period commencing on
          the Plan termination date or the date on which the Plan coverage
          ceases; or

                  (iv)  December 31, 1998.

          (d) In the event of the termination of the Plan or the discontinuance
     of coverage under the Plan for any reason, the Company shall pay claims or
     reimburse expenses for those medical expenses which are considered
     deductible under section 213 of the Code or any successor provision,
     (without regard to any applicable threshold for deductibility) to the
     Employee, subject to the following terms and conditions:

               (i) the Employee (or any of the Employee's covered dependents at
          the time the Plan terminates or coverage under the Plan ceases) if
          covered by a medical plan maintained by the Employee's then current
          employer or a medical plan maintained by the employer of the

                                       9

 
          spouse of the Employee, has exceeded the lifetime maximum benefit
          provided in such plan;

               (ii) payment of medical expenses or reimbursement for such claims
          under this subsection (d) shall not exceed the lesser of the following
          amounts:

                    (1) a maximum of $300,000 for the Employee and all
               dependents (on an aggregate basis) of the Employee as of the date
               of Plan termination or the date coverage under the Plan ceases;
               or

                    (2) an amount which exceeds $700,000 (on an aggregate basis)
               for the group of Employees referred to as "Contract Officers"
               under the Plan (including all dependents of such Contract
               Officers as of the date of Plan termination or the date coverage
               under the Plan ceases); and

                  (iii)  reimbursement for such claims under this subsection (d)
          shall be made for the period commencing on the date the Plan
          terminates and ending on the first to occur of:

                    (1) the later of the date the Employee or the Employee's
                  spouse attains age sixty-five (65);

                    (2) in the event of the death of the Employee, the date the
                  spouse of the Employee attains age sixty-five (65);

                    (3) the end of the eighteen (18) month period commencing on
                  the Plan termination date or the date on which Plan coverage
                  ceases; or

                    (4)  December 31, 1998.

          The coverage provided under this Section 15(d) shall be separate and 
          in addition to the change provided in Section 15(c) above."

     24.  Exhibit A of the Agreement is amended to read as attached hereto.

     25.  Exhibit B of the Agreement is amended to read as attached hereto.

                                       10

 
     26.  This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.

     Except as so amended, the Agreement is in all other respects unchanged.


                                       UNITED STATIONERS INC.
ATTEST:

______________________________         By:____________________________
Assistant Secretary                    Its:___________________________



                                       UNITED STATIONERS SUPPLY CO.
ATTEST:

______________________________         By:____________________________
Assistant Secretary                    Its:___________________________


                                       EMPLOYEE:


                                       _______________________________
                                       Robert H. Cornell

                                       11

 
                                   EXHIBIT A

                                       TO

                      EMPLOYMENT AND CONSULTING AGREEMENT

                          (Revised February 13, 1995)


Current Employee Benefit Plans Deemed "Additional Compensation" under Paragraph
3(b)


     United Stationers Supply Co. Pension Plan

     United Stationers Inc. Profit Sharing PluSavings Plan

     United Stationers Inc. 1981 Stock Incentive Award Plan

     United Stationers Inc. 1985 Nonqualified Stock Option Plan (cancelled as to
          future grants)

     United Stationers Management Incentive Plan

     United Stationers Executive Bonus Plan

     United Stationers Supply Co. Deferred Compensation Plan

     United Stationers Inc. Flexible Spending Plan

     United Stationers Supplemental Benefits Plan

 
                                   EXHIBIT B


The following are the fringe benefits to which the Employee is entitled as of
February 13, 1995


1.   HEALTH AND DENTAL

     A.   United Group Medical and Dental Benefit Plans

     B.   Medical Reimbursement Plan - provides reimbursement to Officer (but
          not dependents) for all medical and dental expenses not covered by the
          above Plans

     C.   Retiree Health Plan

     D.   Surviving Spouse - Medical and Dental Benefit Plans coverage will
          continue for surviving spouse and dependent children, without cost to
          surviving spouse, in the event of death of the Employee during Term of
          Employment

     E.   Medical and Dental Benefits for Early Retirees

     F.   Annual physical examination at Company expense.


2.   COMPANY CAR

     Leased Auto or equivalent cash compensation is provided in accordance with
     current Policy.


3.   LIFE INSURANCE

     A.   Group Term Life Insurance - 2 1/2 times base salary.  Includes life
          insurance on spouse ($4,000) and dependent children ($1,000), and
          additional accidental Death and Dismemberment benefit equal to the
          amount of Group Term Life.

     B.   Travel and Accident Insurance - $300,000 on a 24-hour business and
          pleasure basis.

     C.   Split Dollar Life Insurance.  Company pays premium; portion allocable
          to the Employee benefit is added to the Employee's W-2.

 
4.   DISABILITY BENEFITS

     After payment of the disability benefits provided in this Agreement,
     current disability insurance policy may provide additional benefits.


5.   CLUB AND ASSOCIATION DUES

     Airline club dues and professional and industry association dues are
     reimbursable.  Social and country club dues are reimbursable to the extent
     incurred for business purposes in accordance with Company Policy.


6.   FINANCIAL AND TAX CONSULTING - and tax return preparation - provided by
     Arthur Andersen, LLP at Company expense in accordance with Company Policy.


7.   OFFICER INDEMNIFICATION AND INSURANCE - D&O insurance is provided on
     claims-made basis.  Restated Certificate of Incorporation of Company
     provides indemnification of officers.


8.   VACATION - Paid vacations in accordance with Company Policy.


9.   OTHER - Any other fringe benefits that may from time to time be made
     available to employees of the Company generally.

                                      B-2

 
                                   EXHIBIT C


                                     [DATE]



Mr. Robert H. Cornell
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

DEAR _____________________:

This letter sets forth the amount of and the conditions to your Stay Bonus
pursuant to your Employment and Consulting Agreement with United Stationers Inc.
and United Stationers Supply Co. as a result of [your termination of employment
on ____________________] [your continued employment through
____________________].

1.   After you sign and return this Agreement to me, the Company will pay you [a
     severance benefit] [an amount] equal to _________ payable in an initial
     installment in the amount of $__________ paid  within one month following
     [the date the Term of Employment expires or terminates] [your severance]
     with 23 equal monthly installments in the amount of $__________ each paid
     to you thereafter.

2.   In return for the Company's providing the severance payment, you agree as
     follows:

     A.   RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have. This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims if any, under the Age Discrimination in
          Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the
          Civil Rights Acts of 1966 and of 1991, the Employment Retirement
          Income Security Act of 1974, the Americans with Disabilities Act of
          1990. (Of course, this Waiver and Release does not waive your right to
          receive the [severance] payment described in Paragraph 1 above, or
          your right to

 
Mr. Robert H. Cornell
PAGE 2

          receive reimbursement for ordinary business expenses previously
          incurred or for pending medical or workers compensation claims or any
          other right you may have against the Company pursuant to your
          Employment and Consulting Agreement.)

     B.   CONFIDENTIALITY AND NON-COMPETITION.  You hereby acknowledge that
          Sections 6, 7 and 8 of your Employment and Consulting Agreement dated
          February 1, 1988 and as amended on August 23, 1989, September 1, 1994
          and February 13, 1995 shall remain in full force and effect and
          survive the expiration of the Term of Employment thereunder.

3.   Should you violate any of the provisions of Paragraph 2, in addition to its
     other remedies, the Company will be released from any obligation to make
     the payments under Paragraph 1, and you shall repay any such [severance
     payments] [installments] previously made to you.

4.   This Agreement takes the place of any oral or written promises, agreements
     or understandings between the Company and you about any of the subjects of
     this Agreement.  This Agreement cannot be altered or amended except by
     written agreements signed by both you and an officer of the Company.

5.   This Agreement shall be governed by Illinois law.

6.   You acknowledge that you have had ample opportunity consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand the Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in your Employment and Consulting Agreement;
     and that you sign this Agreement of your own free will based on your own
     decision.  You also acknowledge that you have been given 45 days to
     consider the terms of this Agreement before signing it, and you understand
     that you my revoke it by providing me with written notice no later than 7
     days after you have signed it.

                                      C-2

 
Mr. Robert H. Cornell
PAGE 3

     [Insert required information for valid ADEA waiver at time waiver is
     delivered for Employee's signature.]

Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the terms of this letter, please sign
below and return the Agreement to me.

Sincerely,

UNITED STATIONERS SUPPLY CO.

______________________________

Vice President, Human Resources



Agreed to and Signed:

This ______ Day of __________, 199_.


Signature:_________________________


                                      C-3

EX-99.8

                                                                       EXHIBIT 8
 
                                  AMENDMENT TO
                                  ------------

                      EMPLOYMENT AND CONSULTING AGREEMENT
                      -----------------------------------

     This Amendment made as of the 13th day of February, 1995, between UNITED
STATIONERS INC. ("USI"), MICROUNITED INC. ("MU") and UNITED STATIONERS SUPPLY
CO. ("Supply Co.") (USI, MU and Supply Co. are collectively referred to as the
"Company"), and STEVEN R. SCHWARZ ("Employee").

     WHEREAS, the Company and the Employee are parties to an Employment and
Consulting Agreement dated September 1, 1989 ("Agreement"); and

     WHEREAS, USI is contemplating entering into a transaction which would
result in a Change in Control; and

     WHEREAS, it is in the best interests of the Company and the shareholders of
USI that the Employee continue to concentrate on the conduct of the business of
the Company, perform all duties in the best interests of the shareholders of USI
and be encouraged to maintain the employment relationship with the Company after
the Change in Control; and

     WHEREAS, USI and the Employee desire to amend the Agreement to provide
appropriate incentives for the Employee to continue to perform the Employee's
duties and responsibilities with respect to the Company, thereby promoting the
stability of the business of the Company both before and after the occurrence of
the Change in Control.

     NOW THEREFORE, for valuable consideration which the parties acknowledge,
the Employee and the Company agree that in the event of the occurrence on or
before December 31, 1995 of a Change in Control, as defined in this Amendment,
the Agreement shall be amended, effective as of the date on which the Change in
Control occurs, as follows:

     1.  Section 1 of the Agreement is amended by adding the following sentence
to the end thereof:

     "Within 30 days after the date on which a Change in Control occurs, the
     Company shall notify the Employee whether the Company will negotiate to
     continue the Employee's relationship with the Company following the
     expiration of the Term of Employment.  Furthermore, if the Employee does
     not enter into a new employment or consulting agreement with the Company
     pursuant to such terms as the Employee and the Company may mutually agree
     prior to the last 90 days of the term of employment ("Term of Employment"),
     then the Employee's duties during such 90 day period shall be limited to
     that of an executive in a transition status with reasonable personal time
     off to conduct a job search,

 
     interview with potential employers and organize personal affairs."

     2.   Section 2 of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "2.  Term.  The Term of Employment shall continue from and after the
     date on which the Change in Control occurred until the date designated by
     the Company in a written notice to the Employee within the first 30 days
     after the Change in Control occurs not later than the first anniversary of
     the date on which the Change in Control occurred, unless sooner terminated
     by either party in accordance with the provisions of this Agreement.  In
     the event a date is not designated by the Company within such first 30
     days, the Term of Employment shall extend to the first anniversary of the
     Change in Control."

     3.   Section 3(a) of the Agreement is amended by deleting "$117,000" and
substituting "$185,000" in its place.

     4.   Section 3(b) of the Agreement is amended by deleting the first
sentence in its entirety and substituting the following in its place:

     "During the Term of Employment, the Employee shall be entitled to
     participate in pension plans, tax-qualified profit sharing plans and
     deferred compensation plans not less favorable (in terms of dollar value
     benefit to the Employee) than such plans to which the Employee was entitled
     to immediately preceding the date on which the Change in Control occurred
     and shall be provided a similar bonus opportunity as provided the Employee
     in the aggregate under the management incentive, executive bonus, stock
     option and other similar incentive compensation plans of the Company
     immediately preceding the date on which the Change in Control occurred."

     5.   Section 3(c) of the Agreement is amended by deleting the phrase "is
now entitled" each place it appears and substituting in its place the phrase
"was entitled immediately prior to the date on which the Change in Control
occurred".

     6.   Section 3 of the Agreement is amended by adding the following
subsections (d) and (e) to the end thereof:

          "(d) Benefits Trust.  To secure the payment to the Employee of the
     "Stay Bonus", as defined below in Section 3(e), the Company will establish
     a trust to be known as the USI Employee Benefits Trust (the "Trust") and
     provide for the Employee to be a beneficiary thereof.  The Company will
     cause to be furnished to the trustee thereunder (the

                                       2

 
     "Trustee") an irrevocable letter of credit, and the trust agreement
     establishing the Trust will require the Trustee to draw on such letter of
     credit to pay such Stay Bonus to the Employee at such time as the Employee
     becomes entitled to such amounts pursuant to Section 3(e) or pursuant to
     Section 10(g).  To receive distributions from the Trust, the Employee shall
     furnish the Trustee with any notices described in the Trust Agreement.

          (e) Stay Bonus.  During the first 120 days of the Term of Employment,
     the Company and the Employee shall in good faith attempt to negotiate a
     mutually satisfactory incentive compensation opportunity commensurate with
     the Employee's responsibilities and position.  If:

               (i) the Term of Employment has expired and the Company and the
          Employee have not agreed, for any reason, upon a mutually satisfactory
          written incentive compensation opportunity ("Incentive Opportunity")
          for the Employee, which Incentive Opportunity is signed by the
          Employee and contains an acknowledgement by the Employee that the
          signed Incentive Opportunity is an Incentive Opportunity within the
          meaning of this Section 3(e)(i) of this Agreement;

               (ii) the Employee is terminated by the Company other than for
          cause pursuant to Section 10(c); or

               (iii) the Employee terminates voluntarily with good reason
          pursuant to Section 10(a);

     then, upon the execution and delivery of the Release and Agreement to the
     Trustee attached hereto as Exhibit C, the Employee shall be entitled to
     receive a distribution from the Trust, in an aggregate amount equal to SIX
     HUNDRED SEVENTY-EIGHT THOUSAND TWO HUNDRED TWENTY-SEVEN DOLLARS ($678,227)
     ("Stay Bonus") payable in an initial installment of THREE HUNDRED TWO
     THOUSAND EIGHT HUNDRED ONE DOLLARS AND EIGHTY-FOUR CENTS ($302,801.84) and
     in 23 equal monthly installments each in an amount equal to SIXTEEN
     THOUSAND THREE HUNDRED TWENTY-TWO DOLLARS AND EIGHTY-FOUR CENTS
     ($16,322.84), with the first installment commencing within one month after
     the date on which the Employee becomes entitled thereto."

     7.   Section 6(a) of the Agreement is amended by deleting the phrase "and
during the Consulting Term".

     8.   Section 6(c) of the Agreement is amended by deleting the phrase "or
during the Consulting Term".

                                       3

 
     9.   Section 7 of the Agreement is amended by deleting the phrase ", the
Consulting Term".

     10.  Section 8(a) of the Agreement is amended by deleting the phrase
"During the Term of Employment and the Consulting Term (or, if there shall be no
Consulting Term, during the two year period following the Term of Employment),"
and substituting the phrase "During the two year period following the Term of
Employment,".

     11.  Section 8(b) of the Agreement is amended by deleting the phrase
"during the Consulting Term and".

     12.  Section 10(a)(ii) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "(ii)  the exclusion of the Employee from, or the diminution in the
     Employee's participation in, any profit sharing, pension, supplemental
     benefit or other deferred compensation plans, to which the Employee was
     entitled immediately preceding the date on which the Change in Control
     occurred, or any diminution in the aggregate bonus opportunity as provided
     the Employee under the management incentive, executive bonus, stock option
     and similar incentive compensation plans of the Company immediately
     preceding the date on which the Change in Control occurred; or"

     13.  Section 10(a)(iii) of the Agreement is amended by deleting the phrase
"enjoyed by Employee other than pursuant to change in the Company's fringe
benefit policies generally" and substituting in its place "listed in Exhibit B
as enjoyed by Employee immediately prior to the date on which the Change in
Control occurred".

     14.  Section 10(a)(iv) of the Agreement is amended by inserting the word
"material" after the word "any" and deleting the phrase "except pursuant to a
general change in the Company's reimbursement policies" and substituting in its
place "listed in Exhibit B as enjoyed by Employee immediately prior to the date
on which the Change in Control occurred".

     15.  Section 10(b)(iii) of the Agreement and the immediately preceding word
"and" is deleted in its entirety, and the following is substituted in its place:

     ", (iii) the unpaid portion of Salary for the unexpired portion of the Term
     of Employment and (iv) the Stay Bonus pursuant to Section 3(e)."

                                       4

 
     16.  Sections 10(e), 10(f) and 10(g) of the Agreement are deleted in their
entirety and the following substituted in their place:

          "(e) The Term of Employment may be terminated by the Company for cause
     by delivery to the Employee of a "Notice of Termination for Cause".  A
     Notice of Termination for Cause shall be a written notice from the Board of
     Directors of the Company or the executive or compensation committee of the
     Board of Directors of the Company ("Board") to the Employee, after
     reasonable notice (not less than 10 days) to the Employee and an
     opportunity for the Employee, together with the Employee's counsel, to be
     heard before the Board, (i) finding that in the good faith opinion of the
     Board the Employee was guilty of a breach of a fiduciary duty owed by the
     Employee to the Company, including, without limitation, engaging in
     directly competitive acts while employed by the Company, and (ii)
     specifying the particulars thereof in detail.  If within 30 days after the
     giving of the Notice of Termination for Cause by the Company, the Employee
     delivers to the Company a written "Notice Denying Cause" stating that a
     dispute exists concerning the termination for cause, then the matter shall
     be submitted to arbitration and a Final Determination shall be considered
     to be made on the date of the earliest to occur of a mutual written
     agreement of the Employee and the Company settling the dispute, a binding
     and final arbitration award or by a final judgment, order or decree of a
     court of competent jurisdiction entered upon such arbitration award (the
     time for appeal therefrom having expired and no appeal having been
     perfected).

          (f) If the Employee believes good reason exists for the termination of
     the Term of Employment, the Employee may deliver to the Company a written
     "Notice of Good Reason" stating specifically the particulars establishing
     good reason.  The Employee shall be conclusively deemed to have a good
     reason to terminate the Term of Employment unless the Company shall deliver
     to the Employee a written "Notice Denying Good Reason" (within 30 days
     after the Employee delivered the Notice of Good Reason).  A Notice Denying
     Good Reason shall be a written notice from the Board after reasonable
     notice (not less than 10 days) to the Employee and an opportunity for the
     Employee, together with the Employee's counsel, to be heard before the
     Board, (i) finding that in the good faith opinion of the Board, good reason
     for the termination of the Employee's Term of Employment does not exist,
     and (ii) addressing the particulars on which the Employee relied to
     establish good reason in detail.  If the Company does not deliver a "Notice
     Denying Good Reason" within 30 days after the Employee delivered the Notice
     of Good Reason, the Term of Employment shall be deemed to terminate for
     good reason on the earlier

                                       5

 
     of (i) such 30th day or (ii) the date on which the Employee voluntarily
     terminates the Term of Employment.  If the Employee notifies the Company in
     writing that the Employee disputes the Company's Notice Denying Good
     Reason, then the matter shall be submitted to arbitration.  In the event
     the matter is submitted to arbitration, then a Final Determination shall be
     considered to be made on the date of the earliest of a mutual written
     agreement of the Employee and the Company settling the dispute, a binding
     and final arbitration award or a final judgment, order or decree of a court
     of competent jurisdiction entered upon such arbitration award (the time for
     appeal therefrom having expired and no appeal having been perfected).
     After delivery of a Notice of Good Reason, the Employee may continue
     employment until the earlier to occur of (i) the 30th day following
     delivery of such notice without delivery of a Notice Denying Good Reason,
     (ii) a Final Determination that the Employee has good reason to terminate
     the Term of Employment, or (iii) the expiration of the Term of Employment.
     If the Employee terminates the Term of Employment before such time, the
     Term of Employment shall be considered terminated without good reason if a
     Final Determination so provides.

          (g)  If the Term of Employment is terminated for cause pursuant to
     Section 10(e) and the Employee delivers its Notice Denying Cause, or, if
     the Employee, after having delivered a Notice of Good Reason pursuant to
     Section 10(f) to the Company, voluntarily terminates the Term of Employment
     either (i) before 30 days have elapsed following his delivery of such
     notice and the Company does not acknowledge in writing that the Employee
     has terminated for good reason or (ii) after a Notice Denying Good Reason
     has been delivered to the Employee, then the Employee shall be entitled to
     receive a distribution from the Trust in an amount equal to 3 months Salary
     upon meeting the requirements of the last sentence of this Section 10(g).
     If a Final Determination is not made within 90 days after such termination
     of the Term of Employment, then, on such 90th day, the Employee, upon
     compliance with the conditions set forth below, shall be entitled to
     receive a distribution from the Trust in an amount equal to the portion of
     the Stay Bonus which would have been paid from the termination of the Term
     of Employment through such 90th day as if the provisions of Section 3(e)
     were in effect, reduced by the amount, if any, by which 3 months Salary
     exceeds the amount of Salary the Employee would have received after the
     date of the termination of the Term of Employment, if the Term of
     Employment has not been terminated prior to its expiration.   In addition
     to receiving a distribution for a portion of the Stay Bonus on such 90th
     day, the Employee shall also receive periodic distributions for all
     remaining installments of the

                                       6

 
     Stay Bonus when due (as if the provisions of Section 3(e) were in effect),
     unless and until a Final Determination has been made that the termination
     of the Term of Employment was without good reason or for cause, as the case
     may be applicable, in which event, the Company shall be entitled to recover
     from the Employee all or any portion of payments to the Employee pursuant
     to this Section 10(g) without interest.  To qualify for the distributions
     described in this Section 10(g) from the Trust, the Employee agrees to
     submit to the Trustee, on or before 90 days after such termination of the
     Term of Employment, copies of the following, as applicable: the Notice
     Denying Cause; the Notice of Good Reason and an affidavit that such
     Employee voluntarily terminated the Term of Employment before the 30th day
     after the giving of such Notice of Good Reason; or the Notice Denying Good
     Reason."

     17.  Section 10(i)(iii) of the Agreement is deleted in its entirety, and
the following is substituted in its place:

     "(iii) the Stay Bonus pursuant to Section 3(e)."

     18.  Section 10(j) of the Agreement is amended by deleting the word "and"
immediately preceding clause (ii) and adding the following clause (iii) to the
first sentence thereof:

     "; and (iii) the Stay Bonus pursuant to Section 3(e)."

     19.  Section 10(k) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

     "(k) [Reserved.]"

     20.  Section 11 of the Agreement is deleted in its entirety and the
following is substituted therefor:

     "11.  [Reserved.]"

     21.  Section 13(i) of the Agreement is amended by adding the following to
the end thereof:

          "The Employee acknowledges that the Company has a significant interest
     in defending against any assertion by the Internal Revenue Service ("IRS")
     that any payments made by the Company to the Employee are excess parachute
     payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as
     amended, ("Code").  The Company and the Employee both acknowledge that it
     is in their mutual best interest to vigorously contest any such assertion
     by the IRS and that the Company is in the best position to effectively
     contest the same.  Thus, in the event of an assessment or threatened
     assessment by the IRS of any excise tax or interest

                                       7

 
     attributable to the application of Section 4999 of the Code with respect to
     any payment made by the Company to the Employee, the Employee shall notify
     the Company in writing promptly after the receipt of any communication from
     the IRS specifically asserting the issue of such excise tax and shall
     provide a copy of such communication to the Company.  Upon receiving such
     written notice, the Company shall engage Arthur Andersen and such other
     counsel, consultants and other experts reasonably acceptable to the
     Employee to represent both the Company and the Employee in contesting the
     extent to which payments made by the Company to the Employee constitute
     excess parachute payments, and the Employee shall reasonably cooperate with
     the Company in connection therewith.  The Company may, but shall not be
     required to, provide such representation with respect to all or a portion
     of such payments that Arthur Andersen reasonably believes, by its written
     opinion from time to time in form and substance reasonably satisfactory to
     the Company, is more likely than not excess parachute payments or if the
     Company reasonably and in good faith determines that its costs of
     contesting the characterization of such payments will exceed the amount of
     its deduction at stake."

     22.  Section 13 of the Agreement is amended by deleting subsection (k) and
substituting the following in its place:

          "(k)  For purposes of this Agreement, "Change in Control" means a
     change in control resulting from an acquisition of USI, whether by
     amalgamation, consolidation, merger or acquisition of stock, pursuant to
     which any person or firm, or its or their affiliates (as defined in Rule
     12b-2 under the Securities Exchange Act of 1934) becomes the owner of more
     than fifty percent (50%) of the outstanding stock of USI either in value or
     voting power."

     23.  The agreement is amended by adding the following new Section 15 as
follows:

     "15. Medical Benefits.  The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits:

          (a) In the event the United Stationers Medical Plan ("Plan") remains
     in effect and the Employee's employment with the Company terminates, the
     Employee (and the Employee's covered dependents at the time of such
     termination of employment) shall be entitled to continue to participate in
     the Plan until the Employee attains age sixty-five (65), and the Employee's
     spouse shall be entitled to continue to participate, in her own right, in
     the Plan until the Employee's spouse attains age sixty-five (65), under the
     same terms and conditions applicable to persons who are provided coverage

                                       8

 
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to the Employee (and the Employee's covered dependents at the
     time of the termination of employment).

          (b) If the Employee dies prior to age sixty-five (65) while the Plan 
     remains in effect, and if the Employee's spouse is then living, the
     Employee's spouse (and the Employee's covered dependents at the time of the
     Employee's death) shall be entitled to continue participation in the Plan
     until the Employee's spouse attains age sixty-five (65) or dies, under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to such spouse (and the Employee's covered dependents at the
     time of the Employee's death).

          (c) In the event of the termination of the Plan or discontinuance of
     coverage under the Plan for any reason, the Employee shall be entitled to
     and the Company shall pay to the Employee THREE THOUSAND SEVENTY DOLLARS
     ($3,070.00) per month for the period commencing on the date the Plan
     terminates or Plan coverage ceases and ending on the first to occur of:

                  (i) the later of the date the Employee or the Employee's
          spouse attains age sixty-five (65);

                  (ii) in the event of the death of the Employee, the date the
          spouse of the Employee attains age sixty-five (65);

                  (iii)  the end of the eighteen (18) month period commencing on
          the Plan termination date or the date on which the Plan coverage
          ceases; or

                  (iv)  December 31, 1998.

          (d) In the event of the termination of the Plan or the discontinuance
     of coverage under the Plan for any reason, the Company shall pay claims or
     reimburse expenses for those medical expenses which are considered
     deductible under section 213 of the Code or any successor provision,
     (without regard to any applicable threshold for deductibility) to the
     Employee, subject to the following terms and conditions:

               (i) the Employee (or any of the Employee's covered dependents at
          the time the Plan terminates or coverage under the Plan ceases) if
          covered by a medical

                                       9

 
          plan maintained by the Employee's then current employer or a medical
          plan maintained by the employer of the spouse of the Employee, has
          exceeded the lifetime maximum benefit provided in such plan;

               (ii) payment of medical expenses or reimbursement for such claims
          under this subsection (d) shall not exceed the lesser of the following
          amounts:

                    (1) a maximum of $300,000 for the Employee and all
               dependents (on an aggregate basis) of the Employee as of the date
               of Plan termination or the date coverage under the Plan ceases;
               or

                    (2) an amount which exceeds $700,000 (on an aggregate basis)
               for the group of Employees referred to as "Contract Officers"
               under the Plan (including all dependents of such Contract
               Officers as of the date of Plan termination or the date coverage
               under the Plan ceases); and

                  (iii)  reimbursement for such claims under this subsection (d)
          shall be made for the period commencing on the date the Plan
          terminates and ending on the first to occur of:

                    (1) the later of the date the Employee or the Employee's
                  spouse attains age sixty-five (65);

                    (2) in the event of the death of the Employee, the date the
                  spouse of the Employee attains age sixty-five (65);

                    (3) the end of the eighteen (18) month period commencing on
                  the Plan termination date or the date on which Plan coverage
                  ceases; or

                    (4)  December 31, 1998.

          The coverage provided under this Section 15(d) shall be separate and 
     in addition to the coverage provided under Section 15(c) above."

     24.  Exhibit A of the Agreement is amended to read as attached hereto.

     25.  Exhibit B of the Agreement is amended to read as attached hereto.

                                       10

 
     26.  This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.

     Except as so amended, the Agreement is in all other respects unchanged.


                                          UNITED STATIONERS INC.
ATTEST:

______________________________            By:___________________________
Assistant Secretary                       Its:__________________________


                                          UNITED STATIONERS SUPPLY CO.
ATTEST:

______________________________            By:___________________________
Assistant Secretary                       Its:__________________________

                                          EMPLOYEE:


                                          ______________________________
                                          Steven R. Schwarz

                                       11

 
                                   EXHIBIT A

                                       TO

                      EMPLOYMENT AND CONSULTING AGREEMENT

                          (Revised February 13, 1995)


Current Employee Benefit Plans Deemed "Additional Compensation" under Paragraph
3(b)


     United Stationers Supply Co. Pension Plan

     United Stationers Inc. Profit Sharing PluSavings Plan

     United Stationers Inc. 1981 Stock Incentive Award Plan

     United Stationers Inc. 1985 Nonqualified Stock Option Plan 
          (cancelled as to future grants)

     United Stationers Management Incentive Plan

     United Stationers Executive Bonus Plan

     United Stationers Supply Co. Deferred Compensation Plan

     United Stationers Inc. Flexible Spending Plan

     United Stationers Supplemental Benefits Plan

 
                                   EXHIBIT B


The following are the fringe benefits to which the Employee is entitled as of
February 13, 1995


1.   HEALTH AND DENTAL

     A.   United Group Medical and Dental Benefit Plans

     B.   Medical Reimbursement Plan - provides reimbursement to Officer (but
          not dependents) for all medical and dental expenses not covered by the
          above Plans

     C.   Retiree Health Plan

     D.   Surviving Spouse - Medical and Dental Benefit Plans coverage will
          continue for surviving spouse and dependent children, without cost to
          surviving spouse, in the event of death of the Employee during Term of
          Employment

     E.   Medical and Dental Benefits for Early Retirees

     F.   Annual physical examination at Company expense.


2.   COMPANY CAR

     Leased Auto or equivalent cash compensation is provided in accordance with
     current Policy.


3.   LIFE INSURANCE

     A.   Group Term Life Insurance - 2 1/2 times base salary.  Includes life
          insurance on spouse ($4,000) and dependent children ($1,000), and
          additional accidental Death and Dismemberment benefit equal to the
          amount of Group Term Life.

     B.   Travel and Accident Insurance - $300,000 on a 24-hour business and
          pleasure basis.

     C.   Split Dollar Life Insurance.  Company pays premium; portion allocable
          to the Employee benefit is added to the Employee's W-2.

 
4.   DISABILITY BENEFITS

     After payment of the disability benefits provided in this Agreement,
     current disability insurance policy may provide additional benefits.


5.   CLUB AND ASSOCIATION DUES

     Airline club dues and professional and industry association dues are
     reimbursable.  Social and country club dues are reimbursable to the extent
     incurred for business purposes in accordance with Company Policy.


6.   FINANCIAL AND TAX CONSULTING - and tax return preparation -provided by
     Arthur Andersen, LLP at Company expense in accordance with Company Policy.


7.   OFFICER INDEMNIFICATION AND INSURANCE - D&O insurance is provided on
     claims-made basis.  Restated Certificate of Incorporation of Company
     provides indemnification of officers.


8.   VACATION - Paid vacations in accordance with Company Policy.


9.   OTHER - Any other fringe benefits that may from time to time be made
     available to employees of the Company generally.

                                      B-2

 
                                   EXHIBIT C



                                     [DATE]



Mr. Steven R. Schwarz
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

DEAR _____________________:

This letter sets forth the amount of and the conditions to your Stay Bonus
pursuant to your Employment and Consulting Agreement with United Stationers Inc.
and United Stationers Supply Co. as a result of [your termination of employment
on ____________________] [your continued employment through
____________________].

1.   After you sign and return this Agreement to me, the Company will pay you [a
     severance benefit] [an amount] equal to _________ payable in an initial
     installment in the amount of $__________ paid  within one month following
     [the date the Term of Employment expires or terminates] [your severance]
     with 23 equal monthly installments in the amount of $__________ each paid
     to you thereafter.

2.   In return for the Company's providing the severance payment, you agree as
     follows:

     A.   RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have. This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims if any, under the Age Discrimination in
          Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the
          Civil Rights Acts of 1966 and of 1991, the Employment Retirement
          Income Security Act of 1974, the Americans with Disabilities Act of
          1990. (Of course, this Waiver and Release does not waive your right to
          receive the [severance] payment described in Paragraph 1 above, or
          your right to

 
Mr. Steven R. Schwarz
PAGE 2


          receive reimbursement for ordinary business expenses previously
          incurred or for pending medical or workers compensation claims or any
          other right you may have against the Company pursuant to your
          Employment and Consulting Agreement.)

     B.   CONFIDENTIALITY AND NON-COMPETITION.  You hereby acknowledge that
          Sections 6, 7 and 8 of your Employment and Consulting Agreement dated
          September 1, 1989 and as amended on June 23, 1988, September 1, 1994
          and February 13, 1995 shall remain in full force and effect and
          survive the expiration of the Term of Employment thereunder.

3.   Should you violate any of the provisions of Paragraph 2, in addition to its
     other remedies, the Company will be released from any obligation to make
     the payments under Paragraph 1, and you shall repay any such [severance
     payments] [installments] previously made to you.

4.   This Agreement takes the place of any oral or written promises, agreements
     or understandings between the Company and you about any of the subjects of
     this Agreement.  This Agreement cannot be altered or amended except by
     written agreements signed by both you and an officer of the Company.

5.   This Agreement shall be governed by Illinois law.

6.   You acknowledge that you have had ample opportunity consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand the Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in your Employment and Consulting Agreement;
     and that you sign this Agreement of your own free will based on your own
     decision.  You also acknowledge that you have been given 45 days to
     consider the terms of this Agreement before signing it, and you understand
     that you my revoke it by providing me with written notice no later than 7
     days after you have signed it.

                                      C-2

 
Mr. Steven R. Schwarz
PAGE 3

     [Insert required information for valid ADEA waiver at time waiver is
     delivered for Employee's signature.]


Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the terms of this letter, please sign
below and return the Agreement to me.

Sincerely,

UNITED STATIONERS SUPPLY CO.

______________________________

Vice President, Human Resources



Agreed to and Signed:

This ______ Day of __________, 199_.


Signature:_________________________

                                      C-3

EX-99.9

                                                                       EXHIBIT 9
 
                             EMPLOYMENT AGREEMENT


          This Employment Agreement ("Agreement") made and entered into as of
the 13th day of February, 1995, by and between UNITED STATIONERS INC., a
Delaware corporation ("USI"), UNITED STATIONERS SUPPLY CO., an Illinois
corporation ("Supply Co.") (USI and Supply Co. are collectively referred to
herein as the "Company"), and ERGIN USKUP ("Employee") shall be effective upon
the occurrence of a Change in Control (as defined herein).

                                  WITNESSETH:
                                  ---------- 

          WHEREAS, the Employee is currently employed with the Company pursuant
to such terms and conditions as described in letters dated January 7, 1994 and
February 10, 1994 and an interoffice correspondence dated October 19, 1994 all
from Robert H. Cornell, Vice President-Human Resources, to the Employee
(collectively referred to as the "Letter Agreement"); and

          WHEREAS, USI is contemplating entering into a transaction which would 
result in a Change in Control; and

          WHEREAS, it is in the best interests of the Company and the
shareholders of USI that the Employee continue to concentrate on the conduct of
the business of the Company, perform all duties in the best interests of the
shareholders of USI and be encouraged to maintain the employment relationship
with the Company after the Change in Control; and

          WHEREAS, USI and the Employee desire to amend the Letter Agreement to
provide appropriate incentives for the Employee to continue to perform the
Employee's duties and responsibilities with respect to the Company, thereby
promoting the stability of the business of the Company both before and after the
occurrence of a Change in Control.

          NOW THEREFORE, for valuable consideration which the parties
acknowledge, the Employee and the Company agree that in the event of the
occurrence of a Change in Control on or before December 31, 1995, as defined in
this Agreement, the Letter Agreement shall cease to have further effect, and
this Agreement shall become effective as of the date on which the Change in
Control occurs, as follows:

          1.  Duties and Extent of Services.  The Employee is hereby employed by
the Company to perform the duties of Vice President, MIS-Chief Information
Officer in the Chicago metropolitan area.  Subject to the authority of the Board
of Directors of the Company during the term of employment ("Term of Employment")
(as defined in Section 2), the Employee shall have the title, status and duties
of Vice President, MIS-Chief Information Officer.  However, the Employee's title
and/or duties, and/or the officer to whom the Employee reports may be changed so
long as after such

 
change the Employee will continue to have a status comparable to that which he
enjoyed prior to such change.  The Employee shall devote all of his normal
business time, skill and attention to the affairs and activities of the Company
and shall have no other employment.  Within 30 days after a date on which the
Change in Control occurs, the Company shall notify the Employee whether the
Company will negotiate to continue the Employee's relationship with the Company
following the expiration of the Term of Employment.  Furthermore, if the
Employee does not enter into a new employment or consulting agreement with the
Company pursuant to such terms as the Employee and the Company may mutually
agree prior to the last 90 days of the Term of Employment, then the Employee's
duties during such 90 day period shall be limited to that of an executive in a
transition status with reasonable personal time off to conduct a job search,
interview with potential employers and organize personal affairs.

          2.  One Year Term or Severance on Change in Control.  Term.  Unless
the Company notifies the Employee in writing within the first 30 days of the
Change in Control that the Employee's employment with the Company is terminated,
the Employee shall have a Term of Employment which shall continue from and after
the date on which the Change in Control occurred until the first anniversary of
the date on which the Change in Control occurred, unless sooner terminated by
either party in accordance with the provisions of this Agreement.  If the
Employee's employment with the Company is terminated pursuant to the preceding
sentence, the Employee shall be entitled to receive and the Company shall pay to
the Employee the Severance Payment as provided in Section 3(f).

          3.  Compensation.
              ------------ 

          (a) Salary.  During the Term of Employment, the Company shall pay to
the Employee, as compensation for all services rendered by the Employee under
this Agreement, a base salary ("Salary") at an annual gross rate of not less
than $175,000 per annum subject to review from time to time in the discretion of
the Board of Directors.

          (b) Additional Compensation.  During the Term of Employment, the
Employee shall be entitled to participate in pension plans, tax-qualified profit
sharing plans and deferred compensation plans not less favorable (in terms of
dollar value benefit to the Employee) than such plans to which the Employee was
entitled immediately preceding the date on which the Change in Control occurred
and shall be provided a similar bonus opportunity as provided the Employee in
the aggregate under the management incentive, executive bonus, stock option and
other similar incentive compensation plans of the Company immediately preceding
the date on which the Change in Control occurred.  Exhibit A sets forth a list
of all such plans in which the

                                       2

 
Employee is a participant.  The compensation received by the Employee for any
fiscal year, pursuant to such plans and reportable by the Employee as income
during such fiscal year under the Internal Revenue Code of 1986, as amended,
decreased by any moving expense reimbursements, vacation pay or similar
extraordinary item and increased by the amount of any contribution to the
Company's 401(k) plan made by the Employee shall be known as "Additional
Compensation".

          (c)  Fringe Benefits.  During the Term of Employment, the Employee
shall also be entitled, at the Company's expense, to additional or fringe
benefits, such as paid vacations, use of a Company car, medical and dental
benefits, life insurance, and other emoluments and benefits available to
officers or senior executives of the Company not less favorable (in terms of
dollar value benefit to the Employee) than those to which the Employee was
entitled immediately prior to the date on which the Change in Control occurred.
Exhibit B sets forth a list of fringe benefits to which the Employee was
entitled immediately prior to the date on which the Change in Control occurred.

          (d) Benefits Trust.  To secure the payment to the Employee of the
"Stay Bonus", as defined below in Sections 3(e), the Company will establish a
trust to be known as the USI the Employee Benefits Trust (the "Trust") and
provide for the Employee to be a beneficiary thereof.  The Company will cause to
be furnished to the trustee thereunder (the "Trustee") an irrevocable letter of
credit, and the trust agreement establishing the Trust will require the Trustee
to draw on such letter of credit to pay the Stay Bonus or the Severance to the
Employee at such time as the Employee becomes entitled to such amounts pursuant
to Sections 3(e) or (f) or pursuant to Section 10(b)(iii).  To receive
distributions from the Trust, the Employee shall furnish the Trustee with any
notices described in the Trust Agreement.

          (e) Stay Bonus.  During the first 120 days of the Term of Employment,
the Company and the Employee shall in good faith attempt to negotiate a mutually
satisfactory incentive compensation opportunity commensurate with the Employee's
responsibilities and position.  If:

          (i) the Term of Employment has expired and the Company and the
     Employee have not agreed, for any reason, upon a mutually satisfactory
     written incentive compensation opportunity ("Incentive Opportunity") for
     the Employee, which Incentive Opportunity is signed by the Employee and
     contains an acknowledgement by the Employee that the signed Incentive
     Opportunity is an Incentive Opportunity within the meaning of this Section
     3(e)(i) of this Agreement;

                                       3

 
          (ii) the Employee is terminated by the Company other than for cause
     pursuant to Section 10(c); or

          (iii) the Employee terminates voluntarily with good reason pursuant to
     Section 10(a);

then, upon the execution and delivery of the Release and Agreement to the
Trustee attached hereto as Exhibit C, the Employee shall be entitled to receive
a distribution from the Trust, in an aggregate amount equal to ONE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($175,000) payable in an initial installment of
EIGHTY THOUSAND TWO HUNDRED EIGHTEEN DOLLARS AND SIXTY-FOUR CENTS ($80,218.64)
and 11 equal monthly installments each in an amount equal to EIGHT THOUSAND SIX
HUNDRED SIXTEEN DOLLARS AND FORTY-NINE CENTS ($8,616.49), with the first
installment commencing within one month after the date on which the Employee
becomes entitled thereto.

     (f) Severance Payment.  If the Employee's employment with the Company is
terminated pursuant to Section 2(a), then, upon the execution and delivery of
the Release and Agreement to the Trustee attached hereto as Exhibit C, the
Employee shall be entitled to receive a distribution from the Trust, in an
aggregate amount equal to THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000)
("Severance Payment") payable in an initial installment of ONE HUNDRED FIFTY-ONE
THOUSAND EIGHT HUNDRED TWENTY AND SEVENTY-SEVEN CENTS ($151,820.77) and 23 equal
monthly installments each in an amount equal to EIGHT THOUSAND SIX HUNDRED
SIXTEEN AND FORTY-NINE CENTS ($8,616.49), with the first installment commencing
within one month after the date on which the Employee becomes entitled thereto.

     4.   Reimbursement of Expenses. In addition to compensation, the Employee
shall be entitled to reimbursement for ordinary and necessary out-of-pocket
business expenses which are incurred and paid by him on behalf of the Company,
including, without limitation, that portion of country club and social club
fees, dues and expenses incurred by the Employee for business purposes.
Reimbursement shall be made following submission by the Employee to the Company
of such vouchers as may be satisfactory to the Company.

     5.   Vacation. During the Term of Employment, the Employee shall be
entitled to paid vacation pursuant to the following schedule:

     (a)  Two weeks of paid vacation per year during the Employee's 2nd through
          5th years of employment; and

     (b)  Three weeks of paid vacation per year during the Employee's 6th
          through 11th years of employment; and

     (c)  Four weeks of paid vacation per year after the Employee's 11th year of
          employment.

                                       4

 
In addition, the Employee shall be entitled to two personal holidays in each
calendar year during the Term of Employment.

     6.   Proprietary Rights.
          ------------------ 

     (a) the Employee acknowledges the Company's exclusive ownership of all
information useful in the Company's business (including its dealings with
suppliers, customers and other third parties, whether or not a true "trade
secret), which at the time or times concerned is not generally known to persons
engaged in businesses similar to those conducted by the Company, and which has
been or is from time to time disclosed to, discovered by, or otherwise known by
the Employee as a consequence of his employment by the Company (including
information conceived, discovered or developed by the Employee during his
employment with the Company) ("Confidential Information").  Confidential
Information includes, but is not limited to the following especially sensitive
types of information:

          (i) The identity, purchase and payment patterns of, and special
     relations with, the Company's customers;

         (ii) The identity, net prices and credit terms of, and special
     relations with, the Company's suppliers;

        (iii) The Company's inventory selection and management techniques;

         (iv) The Company's product development and marketing plans; and

          (v) The Company's finances, except to the extent publicly disclosed.

     (b) The term "Proprietary Materials" shall mean all business records,
documents, drawings, writings, software, programs and other tangible things
which were or are created or received by or for the Company in furtherance of
its business, including, by or but not limited to, those which contain
Confidential Information.  For example, Proprietary Materials include, but are
not limited to, the following especially sensitive types of materials:
applications software, the data bases of Confidential Information maintained in
connection with such software, and printouts generated from such data bases;
market studies and strategic plans; customer, supplier and employee lists;
contracts and correspondence with customers and suppliers; documents evidencing
transactions with customers and suppliers; sales calls reports, appointment
books, calendars, expense statements and the like, reflecting conversations with
any company, customer or supplier; architectural plans; and purchasing, sales
and policy manuals.  Proprietary Materials also include, but are not limited to,
any such things which are

                                       5

 
created by the Employee or with the Employee's assistance and all notes,
memoranda and the like prepared using the Proprietary Materials and/or
Confidential Information.

     (c) While some of the information contained in Proprietary Materials may
have been known to the Employee prior to employment with the Company, or may now
or in the future be in the public domain, the Employee acknowledges that the
compilation of that information contained in the Proprietary Materials has or
will cost the Company a great effort and expense, and affords persons to whom
Proprietary Materials are disclosed, including the Employee, a competitive
advantage over persons who do not know the information or have the compilation
of the Proprietary Materials.  The Employee further acknowledges that
Confidential Information and Proprietary Materials include commercially valuable
trade secrets and automatically become the Company's exclusive property when
they are conceived, created or received.  The Employee shall report to the
Company fully and promptly, orally (or, at the Company's request, in writing)
all discoveries, inventions and improvements, whether or not patentable, and all
other ideas, developments, processes, techniques, designs and other information
which may be of benefit to the Company, which the Employee conceives, makes or
develops during the Term of Employment (whether or not during working hours or
with use or assistance of Company facilities, materials or personnel, and which
either (i) relate to or arise out of any part of the Company's business in which
the Employee participates, or (ii) incorporate or make use of Confidential
Information or Proprietary Materials) (all items referred to in this Section
6(c) being sometimes collectively referred to herein as the "Intellectual
Property").  All Intellectual Property shall be deemed Confidential Information
of the Company, and any writing or other tangible things describing, referring
to, or containing Intellectual Property shall be deemed the Company's
Proprietary Materials.  At the request of the Company, during or after the Term
of Employment, the Employee (or after the Employee's death, the Employee's
personal representative) shall, at the expense of the Company, make, execute and
deliver all papers, assignments, conveyances, installments or other documents,
and perform or cause to be performed such other lawful acts, and give such
testimony, as the Company deems necessary or desirable to protect the Company's
ownership rights and Intellectual Property.

     7.   Confidentiality Duties.  The Employee shall, except as may be required
by law, during the Term of Employment and thereafter for the longest time
permitted by applicable law:

     (a) Comply with all of the Company's instructions (whether oral or written)
for preserving the confidentiality of Confidential Information and Proprietary
Materials.

                                       6

 
     (b) Use Confidential Information and Proprietary Materials only at places
designated by the Company, in furtherance of the Company's business, and
pursuant to the Company's directions.

     (c) Exercise appropriate care to advise other employees of the Company
(and, as appropriate, subcontractors) of the sensitive nature of Confidential
Information and Proprietary Materials prior to their disclosure, and to disclose
the same only on a need-to-know basis.

     (d) Not copy all or any part of Proprietary Materials, except as the
Company directs.

     (e) Not sell, give, loan or otherwise transfer any copy of all or any part
of Proprietary Materials to any person who is not an employee of the Company,
except as the Company directs.

     (f) Not publish, lecture on or otherwise disclose to any person who is not
an employee of the Company, except as the Company directs, all or any part of
Confidential Information or Proprietary Materials.

     (g) Not use all or any part of any Confidential Information or Proprietary
Materials for the benefit of any third party without the Company's written
consent.

Upon the termination of the Term of Employment for whatever reason, the Employee
(or in the event of death, the Employee's personal representative) shall
promptly surrender to the Company the original and all copies of Proprietary
Materials (including all notes, memoranda and the like concerning or derived
therefrom), whether prepared by the Employee or others, which are then in the
Employee's possession or control.  Records of payments made by the Company to or
for the benefit of the Employee, the Employee's copy of this Agreement and other
such things, lawfully possessed by the Employee which relate solely to taxes
payable by the Employee, employee benefits due to the Employee or the terms of
the Employee's employment with the Company, shall not be deemed Proprietary
Materials for purposes of this Section 7.

     8.   Non-Competition
          ---------------

     (a) During the two year period following the Term of Employment, the
Employee shall not, in any way, directly or indirectly, manage, operate, control
(or participate in any of the foregoing), accept employment or a consulting
position with or otherwise advise or assist or be connected with or directly or
indirectly own or have any other interest in or right with respect to (other
than through ownership of not more than 1% of the outstanding shares of a
corporation's stock which is listed on a national securities exchange) any
enterprise (other than for

                                       7

 
the Company or for the benefit of the Company) which is a wholesaler of office
products having annual sales in excess of $1,000,000.

     (b) Notwithstanding Section 8(a), following the Term of Employment, the
Employee may be engaged in the business of selling office products at retail and
the Employee may be engaged by any company whose principal business is the
manufacture of office products.

     (c) the Employee recognizes that the foregoing limitations are reasonable
and properly required for the adequate protection of the business of the
Company.  If any such limitations are deemed to be unreasonable by a court
having jurisdiction of the matter and parties, the Employee hereby agrees and
submits to the reduction of any such limitations to such territory or time as to
such court shall appear reasonable.

     (d) If the Employee shall be in violation of any of the foregoing
restrictive covenants and if the Company seeks relief from such breach in any
court or other tribunal, such covenants shall be extended for a period of time
equal to the pendency of such proceedings, including all appeals.

     (e) the Employee agrees that the remedy at law for any breach of the
provisions of Sections 6 or 7 or this Section 8 shall be inadequate and that the
Company shall be entitled to injunctive relief in addition to any other remedies
it may have.

     9.   Disability.
          ---------- 

     (a) If the Employee becomes disabled (determined in accordance with Section
9(c) during the Term of Employment by reason of illness, accident or any other
cause, the Company shall have the right to appoint a physician or physicians to
(i) examine the Employee at reasonable intervals from time to time in connection
with such disability and (ii) deliver to the Company:  (A) a certificate
("Initial Certificate") certifying whether or not such disability occurred and,
if so, the date on which it commenced ("Onset Date"); and (B) if the condition
of disability continues uninterrupted for the one hundred eighty day period
beginning on the Onset Date and ending on the one hundred eighty first day
thereafter, a certificate ("Final Certificate") certifying that fact.  The
Employee shall cooperate fully with such physician(s).  If the Employee disputes
the determination of such physician(s) as set forth in either the Initial
Certificate or the Final Certificate or both, the Employee shall have the right
to appoint another physician to examine him and determine the same matters.  If
the physicians appointed by the Company and by the Employee do not agree, such
physicians shall jointly appoint a third-party physician to examine the Employee
and

                                       8

 
determine the same matters.  The determination of the third-party physician
shall be binding on the Company and the Employee.

     (b) If the Company receives an Initial Certificate and a Final Certificate
with respect to the Employee complying with the provisions of Section 9(a), the
Company may terminate the Term of Employment effective upon written notice to
the Employee of such termination.  The Employee shall be promptly provided with
a copy of all communications, including, without limitation, all certificates,
between the Company and any physicians(s) appointed by the Company pursuant to
this Section 9.

     (c) The standard to be applied by any physician appointed in accordance
with this Section 9 shall be as follows:  the Employee will be deemed disabled
if on the applicable Onset Date the Employee is unable to render for the Company
services of substantially the kind and nature, and to substantially the extent,
being rendered by him pursuant to this Agreement during the fiscal quarter next
preceding the Onset Date.

     (d) During the period between the delivery of the Initial Certificate and
the Final Certificate, the Term of Employment shall continue and the Employee
shall continue to receive the same benefits he would have been entitled to
receive had there been no Initial Certificate.

     10.  Termination and Benefits.  The Term of Employment is subject to
          ------------------------                                       
termination as follows:

     (a) The Term of Employment may be terminated by the Employee for good
reason immediately upon written notice to the Company.  The term "good reason"
in this Section 10(a) shall mean:

          (i) the reduction of the Employee's Salary;

         (ii) the exclusion of the Employee from, or the diminution in the
     Employee's participation in, any profit sharing, pension, supplemental
     benefit or other deferred compensation plans, to which the Employee was
     entitled to immediately preceding the date on which the Change in Control
     occurred, or any diminution in the aggregate bonus opportunity as provided
     the Employee under the management incentive, executive bonus, stock option
     and similar incentive compensation plans of the Company immediately
     preceding the date on which the Change in Control occurred; or

        (iii) any diminution in the fringe benefits listed in Exhibit B as
     enjoyed by the Employee immediately prior to the date on which the Change
     in Control occurred; or

                                       9

 
         (iv) any material diminution in expense reimbursement benefits enjoyed
     by the Employee, as enjoyed by the Employee immediately prior to the date
     on which the Change in Control occurred; or

          (v) any material change in the Employee's duties or title which has 
     the effect of materially reducing the Employee's status within the Company;
     provided, however, that any change in the office or officer to whom the
     Employee reports, or in the Employee's duties or title which does not
     diminish the Employee's status within the Company, shall not be deemed
     "good reason" for the Employee's termination; or

         (vi) any relocation of the Company's headquarters outside of the
     Chicago metropolitan area; or

        (vii) the breach by the Company of any of its covenants or obligations
     under this Agreement.

     (b) If the Term of Employment is terminated by the Employee for good reason
pursuant to Section 10(a) or by the Company other than for cause, the Employee
shall be entitled to and the Company shall pay to him, (i) the unpaid portions
of Salary, Additional Compensation, and accrued vacation attributable to all
periods prior to and including the date of termination; and (ii) reimbursements
owing in respect or reimbursable expenses incurred by the Employee prior to the
date of termination; and (iii) the unpaid portion of Salary for the unexpired
portion of the Term of Employment and (iv) the Stay Bonus pursuant to Section
3(e).

     (c) The Term of Employment may be terminated by the Company for cause
immediately upon written notice from the Company of any breach of fiduciary duty
owed by the Employee to the Company, including, without limitation, engaging in
directly competitive acts while employed by the Company.

     (d) If the Term of Employment is terminated by the Company for cause
pursuant to Section 10(c) or by the Employee without good reason and not
pursuant to a Notice of Termination, the Employee shall be entitled to and the
Company shall pay to him, only (i) the unpaid portions of Salary, Additional
Compensation, and accrued vacation attributable to all periods prior to and
including the date of termination; and (ii) reimbursements owing in respect of
reimbursable expenses incurred by the Employee prior to the date of termination.

     (e) The Term of Employment may be terminated by the Company for cause by
delivery to the Employee of a "Notice of Termination for Cause".  A Notice of
Termination for Cause shall be a written notice from the Board of Directors of
the Company or the executive or compensation committee of the Board of Directors
of

                                       10

 
the Company ("Board") to the Employee, after reasonable notice (not less than 10
days) to the Employee and an opportunity for the Employee, together with the
Employee's counsel, to be heard before the Board, (i) finding that in the good
faith opinion of the Board the Employee was guilty of a breach of a fiduciary
duty owed by the Employee to the Company, including, without limitation,
engaging in directly competitive acts while employed by the Company, and (ii)
specifying the particulars thereof in detail.  If within 30 days after the
giving of the Notice of Termination for Cause by the Company, the Employee
delivers to the Company a written "Notice Denying Cause" stating that a dispute
exists concerning the termination for cause, then the matter shall be submitted
to arbitration and a Final Determination shall be considered to be made on the
date of the earliest to occur of a mutual written agreement of the Employee and
the Company settling the dispute, a binding and final arbitration award or by a
final judgment, order or decree of a court of competent jurisdiction entered
upon such arbitration award (the time for appeal therefrom having expired and no
appeal having been perfected).

     (f) If the Employee believes good reason exists for the termination of the
Term of Employment, the Employee may deliver to the Company a written "Notice of
Good Reason" stating specifically the particulars establishing good reason.  The
Employee shall be conclusively deemed to have a good reason to terminate the
Term of Employment unless the Company shall deliver to the Employee a written
"Notice Denying Good Reason" (within 30 days after the Employee delivered the
Notice of Good Reason).  A Notice Denying Good Reason shall be a written notice
from the Board after reasonable notice (not less than 10 days) to the Employee
and an opportunity for the Employee, together with the Employee's counsel, to be
heard before the Board, (i) finding that in the good faith opinion of the Board,
good reason for the termination of the Employee's Term of Employment does not
exist, and (ii) addressing the particulars on which the Employee relied to
establish good reason in detail.  If the Company does not deliver a "Notice
Denying Good Reason" within 30 days after the Employee delivered the Notice of
Good Reason, the Term of Employment shall be deemed to terminate for good reason
on the earlier of (i) such 30th day or (ii) the date on which the Employee
voluntarily terminates the Term of Employment.  If the Employee notifies the
Company in writing that the Employee disputes the Company's Notice Denying Good
Reason, then the matter shall be submitted to arbitration.  In the event the
matter is submitted to arbitration, then a Final Determination shall be
considered to be made on the date of the earliest of a mutual written agreement
of the Employee and the Company settling the dispute, a binding and final
arbitration award or a final judgment, order or decree of a court of competent
jurisdiction entered upon such arbitration award (the time for appeal therefrom
having expired and no appeal having been perfected).

                                       11

 
After delivery of a Notice of Good Reason, the Employee may continue employment
until the earlier to occur of (i) the 30th day following delivery of such notice
without delivery of a Notice Denying Good Reason, (ii) a Final Determination
that the Employee has good reason to terminate the Term of Employment, or (iii)
the expiration of the Term of Employment.  If the Employee terminates the Term
of Employment before such time, the Term of Employment shall be considered
terminated without good reason if a Final Determination so provides.

     (g)  If the Term of Employment is terminated for cause pursuant to Section
10(e) and the Employee delivers its Notice Denying Cause, or, if the Employee,
after having delivered a Notice of Good Reason pursuant to Section 10(f) to the
Company, voluntarily terminates the Term of Employment either (i) before 30 days
have elapsed following his delivery of such notice and the Company does not
acknowledge in writing that the Employee has terminated for good reason or (ii)
after a Notice Denying Good Reason has been delivered to the Employee, then the
Employee shall be entitled to receive a distribution from the Trust in an amount
equal to 3 months Salary upon meeting the requirements of the last sentence of
this Section 10(g).  If a Final Determination is not made within 90 days after
such termination of the Term of Employment, then, on such 90th day, the
Employee, upon compliance with the conditions set forth below, shall be entitled
to receive a distribution from the Trust in an amount equal to (i) the portion
of the Stay Bonus which would have been paid from the termination of the Term of
Employment through such 90th day as if the provisions of Section 3(e) were in
effect, reduced by the amount, if any, by which 3 months Salary exceeds the
amount of Salary the Employee would have received after the date of the
termination of the Term of Employment, if the Term of Employment has not been
terminated prior to its expiration.  In addition to receiving a distribution for
a portion of the Stay Bonus on such 90th day, the Employee shall also receive
periodic distributions for all remaining installments of the Stay Bonus when due
(as if the provisions of Section 3(e) were in effect), unless and until a Final
Determination has been made that the termination of the Term of Employment was
without good reason or for cause, as the case may be applicable, in which event,
the Company shall be entitled to recover from the Employee all or any portion of
payments to the Employee pursuant to this Section 10(g) without interest.  To
qualify for the distributions described in the Section 10(g) from the Trust, the
Employee agrees to submit to the Trustee, on or before 90 days after such
termination of the Term of Employment, copies of the following, as applicable:
the Notice Denying Cause; the Notice of Good Reason and an affidavit that such
Employee voluntarily terminated the Term of Employment before the 30th day after
the giving of such Notice of Good Reason; or the Notice Denying Good Reason."

                                       12

 
     (h) The Term of Employment may be terminated by the Company immediately
upon written notice from the Company following the Company's receipt of a Final
Certificate pursuant to Section 9.

     (i) If the Term of Employment is terminated pursuant to Section 10(h), the
Employee shall be entitled to and the Company shall pay to him, (i) the unpaid
portions of Salary, Additional Compensation, and accrued vacation attributable
to all periods prior to and including the date of termination; (ii)
reimbursements owing in respect of reimbursable expenses incurred by the
Employee prior to the date of termination; and (iii) the Stay Bonus pursuant to
Section 3(e).  Nothing in this Agreement shall effect the Employee's right to
receive death benefit payments under any policy of insurance carried by the
Company and payable to the Employee or his designated beneficiary.

     (j) If the Employee dies during the Term of Employment, the Term of
Employment shall immediately, without notice, terminate and the Employee shall
be entitled to and the Company shall pay to his estate or any other recipient
designated by him prior to his death, only (i) the unpaid portions of Salary,
Additional Compensation, and accrued vacation attributable to all periods prior
to and including the date of his death; (ii) reimbursements owing respect of
reimbursable expenses incurred by the Employee prior to the date of his death;
and (iii) the Stay Bonus pursuant to Section 3(e).  In addition, if the
Employee's spouse is then living, for the remainder of such spouse's life the
Company shall continue to provide medical and dental health coverage for the
Employee's spouse and dependent children in accordance with the Company's
Medical and Dental Plans made generally available to employees of the Company,
without cost to the Employee's spouse.  Nothing in this Agreement shall affect
the Employee's right to receive death benefit payments under any policy of
insurance carried by the Company and payable to the Employee or his designated
beneficiary.

     11.  No Partnership Nor Joint Venture.  Nothing in this Agreement shall be
construed as giving the Employee any rights as a partner in, joint venturer with
respect to, or owner of, the business of the Company; provided, however, that
this Section 11 shall not be construed as a limitation in any respect on the
Employee's rights under any other written agreement.

     12.  Miscellaneous.
          ------------- 

     (a) All notices hereunder shall be given in writing and sent to the party
for whom such is intended by hand delivery or United States mail, postage
prepaid, addressed to the party for whom intended at the following respective
addresses:

                                       13

 
          If to the Company:

               United Stationers Inc.
               2200 E. Golf Road
               Des Plaines, IL 60016
               Attn:  President

          with a copy to:

               Altheimer & Gray
               10 S. Wacker Drive
               Suite 4000
               Chicago, IL 60606
               Attn:  Phillip Gordon, Esq.

          If to the Employee:

               1910 S. Ridge Road
               Lake Forest, IL  60045

or to such other persons and/or at such other addresses as may be designated by
written notice served in accordance with the provisions hereof.  Such notices
shall be deemed to have been served, if hand delivered, on the day delivered,
and if mailed, on the third day following the date deposited in the mail.
Urgent notices shall be given by Telex or cable to the same addresses and
confirmed by mail as provided above.  All notices sent by Telex or cable shall
be deemed to have been served upon receipt of the Telex or cable, but only if in
fact confirmed by mail promptly after dispatch of the Telex or cable.

     (b) This Agreement and all rights and benefits hereunder are personal to
the Employee and neither this Agreement nor any right or interest of the
Employee herein, or arising hereunder, shall be voluntarily or involuntarily
sold, transferred or assigned by the Employee.  Any attempt by the Employee to
assign, execute, attach, transfer, pledge, hypothecate or otherwise dispose of
any such benefits or amounts or any rights or interests contrary to the
foregoing provisions, or the levy or attachment or similar process thereupon,
shall be null and void and of no effect and shall relieve the Company of all
liabilities hereunder.  This Agreement and all of the Company's right and
obligations hereunder may be assigned and/or delegated, as the case may be,
without the Employee's consent, to any entity which merges with the Company or
which acquires substantially all of the assets of the Company and which agrees
to be bound hereby.  The enforceability of the Employee's rights under the
Agreement shall not be affected by any assignment or merger.

     (c) This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, personal representatives, successors and
permitted assigns.

                                       14

 
     (d) This Agreement constitutes the entire agreement between the parties
hereto and contains all the agreements between such parties with respect to the
subject matter hereof.  This Agreement supersedes all other agreements, oral or
in writing, between the parties hereto with respect to the subject matter
hereof.

     (e) No change or modification of this Agreement shall be valid unless the
same shall be in writing and signed by the Employee and an authorized
representative of the Company other than the Employee.  No waiver of any
provisions of this Agreement shall be valid unless in writing and signed by the
person or party to be charged.

     (f) If any provisions of this Agreement (or portions thereof) shall, for
any reason, be invalid or unenforceable, such provisions (or portions thereof)
shall be ineffective only to the extent of such invalidity or unenforceability,
and the remaining provisions or portions shall nevertheless be valid,
enforceable and of full force and effect.

     (g) The Section or paragraph headings or titles herein are for convenience
only and shall not be deemed a part of this Agreement.

     (h) This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.

     (i) The Employee acknowledges that the Company has a significant interest
in defending against any assertion by the Internal Revenue Service ("IRS") that
any payments made by the Company to the Employee are excess parachute payments
pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended,
("Code").  The Company and the Employee both acknowledge that it is in their
mutual best interest to vigorously contest any such assertion by the IRS and
that the Company is in the best position to effectively contest the same.  Thus,
in the event of an assessment or threatened assessment by the IRS of any excise
tax or interest attributable to the application of Section 4999 of the Code with
respect to any payment made by the Company to the Employee, the Employee shall
notify the Company in writing promptly after the receipt of any communication
from the IRS specifically asserting the issue of such excise tax and shall
provide a copy of such communication to the Company.  Upon receiving such
written notice, the Company shall engage Arthur Andersen and such other counsel,
consultants and other experts reasonably acceptable to the Employee to represent
both the Company and the Employee in contesting the extent to which payments
made by the Company to the Employee constitute excess parachute payments, and
the Employee shall reasonably cooperate with the Company in connection
therewith.  The Company may, but

                                       15

 
shall not be required to, provide such representation with respect to all or a
portion of such payments that Arthur Andersen reasonably believes, by its
written opinion from time to time in form and substance reasonably satisfactory
to the Company, is more likely than not excess parachute payments or if the
Company reasonably and in good faith determines that its costs of contesting the
characterization of such payments will exceed the amount of its deduction at
stake.

     (j) For purposes of this Agreement, the Employee shall be deemed to be an
employee of United Stationers Supply Co. and United Stationers Supply Co. shall
make all payments required hereunder to be made to the Employee.

     (k) For purposes of this Agreement, "Change in Control" means a change in
control resulting from an acquisition of USI, whether by amalgamation,
consolidation, merger or acquisition of stock, pursuant to which any person or
firm, or its or their affiliates (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934) becomes the owner of more than fifty percent (50%) of the
outstanding stock of USI either in value or voting power.

     13.  Arbitration.  Each of the undersigned hereby agrees that any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, will be submitted for arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof.

     14.  The agreement is amended by adding the following new Section 15 as
follows:

     "15. Medical Benefits.  The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits:

          (a) In the event the United Stationers Medical Plan ("Plan") remains
     in effect and the Employee's employment with the Company terminates, the
     Employee (and the Employee's covered dependents at the time of such
     termination of employment) shall be entitled to continue to participate in
     the Plan until the Employee attains age sixty-five (65), and the Employee's
     spouse shall be entitled to continue to participate, in her own right, in
     the Plan until the Employee's spouse attains age sixty-five (65), under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to the Employee (and the

                                       16

 
     Employee's covered dependents at the time of the termination of
     employment).

          (b) If the Employee dies prior to age sixty-five (65) while the Plan
     remains in effect and if the Employee's spouse is then living, the
     Employee's spouse (and the Employee's covered dependents at the time of the
     Employee's death) shall be entitled to continue participation in the Plan
     until the Employee's spouse attains age sixty-five (65) or dies, under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to such spouse (and the Employee's covered dependents at the
     time of the Employee's death).

          (c) In the event of the termination of the Plan or discontinuance of
     coverage under the Plan for any reason, the Employee shall be entitled to
     and the Company shall pay to the Employee TWO THOUSAND SEVEN HUNDRED
     DOLLARS ($2,700.00) per month for the period commencing on the date the
     Plan terminates or Plan coverage ceases and ending on the first to occur
     of:

                    (i) the later of the date the Employee or the Employee's
          spouse attains age sixty-five (65);

                   (ii) in the event of the death of the Employee, the date the
          spouse of the Employee attains age sixty-five (65);

                  (iii) the end of the eighteen (18) month period commencing on
          the Plan termination date or the date on which the Plan coverage
          ceases; or

                   (iv) December 31, 1998.

          (d) In the event of the termination of the Plan or the discontinuance
     of coverage under the Plan for any reason, the Company shall pay claims or
     reimburse expenses for those medical expenses which are considered
     deductible under section 213 of the Code or any successor provision,
     (without regard to any applicable threshold for deductibility) to the
     Employee, subject to the following terms and conditions:

               (i) the Employee (or any of the Employee's covered dependents at
          the time the Plan terminates or coverage under the Plan ceases) if
          covered by a medical plan maintained by the Employee's then current
          employer or a medical plan maintained by the employer of the

                                       17

 
          spouse of the Employee, has exceeded the lifetime maximum benefit
          provided in such plan;

               (ii) payment of medical expenses or reimbursement for such claims
          under this subsection (d) shall not exceed the lesser of the following
          amounts:

                    (1) a maximum of $300,000 for the Employee and all
               dependents (on an aggregate basis) of the Employee as of the date
               of Plan termination or the date coverage under the Plan ceases;
               or

                    (2) an amount which exceeds $700,000 (on an aggregate basis)
               for the group of Employees referred to as "Contract Officers"
               under the Plan (including all dependents of such Contract
               Officers as of the date of Plan termination or the date coverage
               under the Plan ceases); and

                  (iii)  reimbursement for such claims under this subsection (d)
          shall be made for the period commencing on the date the Plan
          terminates and ending on the first to occur of:

                    (1) the later of the date the Employee or the Employee's
                  spouse attains age sixty-five (65);

                    (2) in the event of the death of the Employee, the date the
                  spouse of the Employee attains age sixty-five (65);

                    (3) the end of the eighteen (18) month period commencing on
                  the Plan termination date or the date on which Plan coverage
                  ceases; or

                    (4)  December 31, 1998.

The coverage provided under this Section 15(d) shall be separate and in addition
to the coverage provided under Section 15(c) above."

                                       18

 
     15.  This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.

                                      UNITED STATIONERS INC.,
                                      a Delaware corporation


ATTEST:_______________________        By:___________________________
             Secretary                Its:__________________________



                                      UNITED STATIONERS SUPPLY CO.,
                                      an Illinois corporation



ATTEST:_______________________        By:___________________________
             Secretary                Its:__________________________


                                      EMPLOYEE:

                                      ______________________________
                                      Ergin Uskup

                                       19

 
                                   EXHIBIT A

                                       TO

                             EMPLOYMENT AGREEMENT

                          (Revised February 13, 1995)


Current Employee Benefit Plans Deemed "Additional Compensation" under Paragraph
3(b)


     United Stationers Supply Co. Pension Plan

     United Stationers Inc. Profit Sharing PluSavings Plan

     United Stationers Inc. 1981 Stock Incentive Award Plan

     United Stationers Inc. 1985 Nonqualified Stock Option Plan 
          (cancelled as to future grants)

     United Stationers Management Incentive Plan

     United Stationers Executive Bonus Plan

     United Stationers Supply Co. Deferred Compensation Plan

     United Stationers Inc. Flexible Spending Plan

     United Stationers Supplemental Benefits Plan

 
                                   EXHIBIT B


The following are the fringe benefits to which the Employee is entitled as of
February 13, 1995


1.   HEALTH AND DENTAL

     A.   United Group Medical and Dental Benefit Plans

     B.   Medical Reimbursement Plan - provides reimbursement to Officer (but
          not dependents) for all medical and dental expenses not covered by the
          above Plans

     C.   Retiree Health Plan

     D.   Surviving Spouse - Medical and Dental Benefit Plans coverage will
          continue for surviving spouse and dependent children, without cost to
          surviving spouse, in the event of death of the Employee during Term of
          Employment

     E.   Medical and Dental Benefits for Early Retirees

     F.   Annual physical examination at Company expense.


2.   COMPANY CAR

     Leased Auto or equivalent cash compensation is provided in accordance with
     current Policy.


3.   LIFE INSURANCE

     A.   Group Term Life Insurance - 2 1/2 times base salary.  Includes life
          insurance on spouse ($4,000) and dependent children ($1,000), and
          additional accidental Death and Dismemberment benefit equal to the
          amount of Group Term Life.

     B.   Travel and Accident Insurance - $300,000 on a 24-hour business and
          pleasure basis.

     C.   Split Dollar Life Insurance.  Company pays premium; portion allocable
          to the Employee benefit is added to  the Employee's W-2.

 
4.   DISABILITY BENEFITS

     After payment of the disability benefits provided in this Agreement,
     current disability insurance policy may provide additional benefits.


5.   CLUB AND ASSOCIATION DUES

     Airline club dues and professional and industry association dues are
     reimbursable.  Social and country club dues are reimbursable to the extent
     incurred for business purposes in accordance with Company Policy.


6.   FINANCIAL AND TAX CONSULTING - and tax return preparation -provided by
     Arthur Andersen, LLP at Company expense in accordance with Company Policy.


7.   OFFICER INDEMNIFICATION AND INSURANCE - D&O insurance is provided on
     claims-made basis.  Restated Certificate of Incorporation of company
     provides indemnification of officers.


8.   VACATION - Paid vacations in accordance with Company Policy.


9.   OTHER - Any other fringe benefits that may from time to time be made
     available to employees of the Company generally.

                                      B-2

 
                                   EXHIBIT C



                                     [DATE]


                                        
Mr. Ergin Uskup
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

DEAR _____________________:

This letter sets forth the amount of and the conditions to your Stay Bonus
pursuant to your Employment Agreement with United Stationers Inc. and United
Stationers Supply Co. as a result of [your termination of employment on
____________________] [your continued employment through ____________________].

1.   After you sign and return this Agreement to me, the Company will pay you [a
     severance benefit] [an amount] equal to _________ payable in an initial
     installment in the amount of $__________ paid  within one month following
     [the date the Term of Employment expires or terminates] [your severance]
     with 23 equal monthly installments in the amount of $__________ each paid
     to you thereafter.

2.   In return for the Company's providing the severance payment, you agree as
     follows:

     A.   RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have. This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims if any, under the Age Discrimination in
          Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the
          Civil Rights Acts of 1966 and of 1991, the Employment Retirement
          Income Security Act of 1974, the Americans with Disabilities Act of
          1990. (Of course, this Waiver and Release does not waive your right to
          receive the [severance] payment described in Paragraph 1 above, or
          your right to

 
Mr. Ergin Uskup
PAGE 2


          receive reimbursement for ordinary business expenses previously
          incurred or for pending medical or workers compensation claims or any
          other right you may have against the Company pursuant to your
          Employment Agreement.)

     B.   CONFIDENTIALITY AND NON-COMPETITION.  You hereby acknowledge that
          Sections 6, 7 and 8 of your Employment Agreement dated February 13,
          1995 shall remain in full force and effect and survive the expiration
          of the Term of Employment thereunder.

3.   Should you violate any of the provisions of Paragraph 2, in addition to its
     other remedies, the Company will be released from any obligation to make
     the payments under Paragraph 1, and you shall repay any such [severance
     payments] [installments] previously made to you.

4.   This Agreement takes the place of any oral or written promises, agreements
     or understandings between the Company and you about any of the subjects of
     this Agreement.  This Agreement cannot be altered or amended except by
     written agreements signed by both you and an officer of the Company.

5.   This Agreement shall be governed by Illinois law.

6.   You acknowledge that you have had ample opportunity consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand the Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in your Employment Agreement; and that you
     sign this Agreement of your own free will based on your own decision. You
     also acknowledge that you have been given 45 days to consider the terms of
     this Agreement before signing it, and you understand that you my revoke it
     by providing me with written notice no later than 7 days after you have
     signed it.

                                      C-2

 
Mr. Ergin Uskup
PAGE 3

     [Insert required information for valid ADEA waiver at time waiver is
     delivered for Employee's signature.]

Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the terms of this letter, please sign
below and return the Agreement to me.


Sincerely,

UNITED STATIONERS SUPPLY CO.

______________________________

Vice President, Human Resources



Agreed to and Signed:

This ______ Day of __________, 199_.


Signature:_________________________

EX-99.10

                                                                      EXHIBIT 10
 
                                  AMENDMENT TO
                                  ------------

                      EMPLOYMENT AND CONSULTING AGREEMENT
                      -----------------------------------

     This Amendment made as of the 13th day of February, 1995, between UNITED
STATIONERS INC. ("USI"), UNITED STATIONERS SUPPLY CO. ("Supply Co.") (USI and
Supply Co. are collectively referred to as the "Company"), and JEROLD A.
HECKTMAN ("Employee").

     WHEREAS, the Company and the Employee are parties to an Employment and
Consulting Agreement dated April 3, 1987 (the "Agreement"); and

     WHEREAS, USI is contemplating entering into a transaction which would
result in a Change in Control; and

     WHEREAS, it is in the best interests of the Company and the shareholders of
USI that the Employee continue to concentrate on the conduct of the business of
the Company, perform all duties in the best interests of the shareholders of USI
and be encouraged to maintain the employment relationship with the Company after
the Change in Control; and

     WHEREAS, USI and the Employee desire to amend the Agreement to provide
appropriate incentives for the Employee to continue to perform the Employee's
duties and responsibilities with respect to the Company, thereby promoting the
stability of the business of the Company both before and after the occurrence of
the Change in Control.

     NOW THEREFORE, for valuable consideration which the parties acknowledge,
the Employee and the Company agree that in the event of the occurrence on or
before December 31, 1995 of a Change in Control, as defined in this Amendment,
the Agreement shall be amended, effective as of the date on which the Change in
Control occurs, as follows:

     1.  Section 1 of the Agreement is amended by adding the following sentence
to the end thereof:

     "Within 30 days after the date on which a Change in Control occurs, the
     Company shall notify the Employee whether the Company will negotiate to
     continue the Employee's relationship with the Company following the
     expiration of the Term of Employment.  Furthermore, if the Employee does
     not enter into a new employment or consulting agreement with the Company
     pursuant to such terms as the Employee and the Company may mutually agree
     prior to the last 90 days of the term of employment ("Term of Employment"),
     then the Employee's duties during such 90 day period shall be limited to
     that of an executive in a transition status with reasonable personal time
     off to conduct a job search, interview with potential employers and
     organize personal affairs."

 
     2.  Section 2 of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "2.  Term.  The Term of Employment shall continue from and after the
     date on which the Change in Control occurred until the date designated by
     the Company in a written notice to the Employee within the first 30 days
     after the Change in Control occurs not later than the first anniversary of
     the date on which the Change in Control occurred, unless sooner terminated
     by either party in accordance with the provisions of this Agreement.  In
     the event a date is not designated by the Company within such first 30
     days, the Term of Employment shall extend to the first anniversary of the
     Change in Control."

     3.   Section 3(a) of the Agreement is amended by deleting "$108,021.60" and
substituting "$133,000" in its place.

     4.   Section 3(b) of the Agreement is amended by deleting the first
sentence in its entirety and substituting the following in its place:

     "During the Term of Employment, the Employee shall be entitled to
     participate in pension plans, tax-qualified profit sharing plans and
     deferred compensation plans not less favorable (in terms of dollar value
     benefit to the Employee) than such plans to which the Employee was entitled
     to immediately preceding the date on which the Change in Control occurred
     and shall be provided a similar bonus opportunity as provided the Employee
     in the aggregate under the management incentive, executive bonus, stock
     option and other similar incentive compensation plans of the Company
     immediately preceding the date on which the Change in Control occurred."

     5.   Section 3(c) of the Agreement is amended by deleting the phrase "is
now entitled" each place it appears and substituting in its place the phrase
"was entitled immediately prior to the date on which the Change in Control
occurred".

     6.   Section 3 of the Agreement is amended by adding the following
subsections (d) and (e) to the end thereof:

          "(d) Benefits Trust.  To secure the payment to the Employee of the
     "Stay Bonus", as defined below in Section 3(e), the Company will establish
     a trust to be known as the USI Employee Benefits Trust (the "Trust") and
     provide for the Employee to be a beneficiary thereof.  The Company will
     cause to be furnished to the trustee thereunder (the "Trustee") an
     irrevocable letter of credit, and the trust agreement establishing the
     Trust will require the Trustee to draw on such letter of credit to pay such
     Stay Bonus to the

                                       2

 
     Employee at such time as the Employee becomes entitled to such amounts
     pursuant to Section 3(e) or pursuant to Section 10(g).  To receive
     distributions from the Trust, the Employee shall furnish the Trustee with
     any notices described in the Trust Agreement.

          (e) Stay Bonus.  During the first 120 days of the Term of Employment,
     the Company and the Employee shall in good faith attempt to negotiate a
     mutually satisfactory incentive compensation opportunity commensurate with
     the Employee's responsibilities and position.  If:

               (i) the Term of Employment has expired and the Company and the
          Employee have not agreed, for any reason, upon a mutually satisfactory
          written incentive compensation opportunity ("Incentive Opportunity")
          for the Employee, which Incentive Opportunity is signed by the
          Employee and contains an acknowledgement by the Employee that the
          signed Incentive Opportunity is an Incentive Opportunity within the
          meaning of this Section 3(e)(i) of this Agreement;

               (ii) the Employee is terminated by the Company other than for
          cause pursuant to Section 10(c); or

               (iii) the Employee terminates voluntarily with good reason
          pursuant to Section 10(a);

     then, upon the execution and delivery of the Release and Agreement to the
     Trustee attached hereto as Exhibit C, the Employee shall be entitled to
     receive a distribution from the Trust, in an aggregate amount equal to FOUR
     HUNDRED NINETY-TWO THOUSAND FIFTY DOLLARS ($492,050) ("Stay Bonus") payable
     in an initial installment of TWO HUNDRED NINETEEN THOUSAND SIX HUNDRED
     EIGHTY ONE DOLLARS AND THIRTEEN CENTS ($219,681.13) and in 23 equal monthly
     installments each in an amount equal to ELEVEN THOUSAND EIGHT HUNDRED
     FORTY-TWO DOLLARS AND THIRTEEN CENTS ($11,842.13), with the first
     installment commencing within one month after the date on which the
     Employee becomes entitled thereto."

     7.   Section 6(a) of the Agreement is amended by deleting the phrase "and
during the Consulting Term".

     8.   Section 6(c) of the Agreement is amended by deleting the phrase "or
during the Consulting Term".

     9.   Section 7 of the Agreement is amended by deleting the phrase ", the
Consulting Term".

     10.  Section 8(a) of the Agreement is amended by deleting the phrase
"During the Term of Employment and the Consulting Term

                                       3

 
(or, if there shall be no Consulting Term, during the two year period following
the Term of Employment)," and substituting the phrase "During the two year
period following the Term of Employment,".

     11.  Section 8(b) of the Agreement is amended by deleting the phrase
"during the Consulting Term and".

     12.  Section 10(a)(ii) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "(ii)  the exclusion of the Employee from, or the diminution in the
     Employee's participation in, any profit sharing, pension, supplemental
     benefit or other deferred compensation plans, to which the Employee was
     entitled immediately preceding the date on which the Change in Control
     occurred, or any diminution in the aggregate bonus opportunity as provided
     the Employee under the management incentive, executive bonus, stock option
     and similar incentive compensation plans of the Company immediately
     preceding the date on which the Change in Control occurred; or"

     13.  Section 10(a)(iii) of the Agreement is amended by deleting the phrase
"enjoyed by Employee, other than pursuant to change in the Company's fringe
benefit policies generally" and substituting in its place "listed in Exhibit B
as enjoyed by Employee immediately prior to the date on which the Change in
Control occurred".

     14.  Section 10(a)(iv) of the Agreement is amended by inserting the word
"material" after the word "any" and deleting the phrase "except pursuant to a
general change in the Company's reimbursement policies" and substituting in its
place "as enjoyed by Employee immediately prior to the date on which the Change
in Control occurred".

     15.  Section 10(b)(iii) of the Agreement and the immediately preceding word
"and" is deleted in its entirety, and the following is substituted in its place:

          ", (iii) the unpaid portion of Salary for the unexpired portion of the
     Term of Employment and (iv) the Stay Bonus pursuant to Section 3(e)."

     16.  Sections 10(e), 10(f) and 10(g) of the Agreement are deleted in their
entirety and the following substituted in their place:

          "(e) The Term of Employment may be terminated by the Company for cause
     by delivery to the Employee of a "Notice of Termination for Cause".  A
     Notice of Termination for

                                       4

 
     Cause shall be a written notice from the Board of Directors of the Company
     or the executive or compensation committee of the Board of Directors of the
     Company ("Board") to the Employee, after reasonable notice (not less than
     10 days) to the Employee and an opportunity for the Employee, together with
     the Employee's counsel, to be heard before the Board, (i) finding that in
     the good faith opinion of the Board the Employee was guilty of a breach of
     a fiduciary duty owed by the Employee to the Company, including, without
     limitation, engaging in directly competitive acts while employed by the
     Company, and (ii) specifying the particulars thereof in detail.  If within
     30 days after the giving of the Notice of Termination for Cause by the
     Company, the Employee delivers to the Company a written "Notice Denying
     Cause" stating that a dispute exists concerning the termination for cause,
     then the matter shall be submitted to arbitration and a Final Determination
     shall be considered to be made on the date of the earliest to occur of a
     mutual written agreement of the Employee and the Company settling the
     dispute, a binding and final arbitration award or by a final judgment,
     order or decree of a court of competent jurisdiction entered upon such
     arbitration award (the time for appeal therefrom having expired and no
     appeal having been perfected).

          (f) If the Employee believes good reason exists for the termination of
     the Term of Employment, the Employee may deliver to the Company a written
     "Notice of Good Reason" stating specifically the particulars establishing
     good reason.  The Employee shall be conclusively deemed to have a good
     reason to terminate the Term of Employment unless the Company shall deliver
     to the Employee a written "Notice Denying Good Reason" (within 30 days
     after the Employee delivered the Notice of Good Reason).  A Notice Denying
     Good Reason shall be a written notice from the Board after reasonable
     notice (not less than 10 days) to the Employee and an opportunity for the
     Employee, together with the Employee's counsel, to be heard before the
     Board, (i) finding that in the good faith opinion of the Board, good reason
     for the termination of the Employee's Term of Employment does not exist,
     and (ii) addressing the particulars on which the Employee relied to
     establish good reason in detail.  If the Company does not deliver a "Notice
     Denying Good Reason" within 30 days after the Employee delivered the Notice
     of Good Reason, the Term of Employment shall be deemed to terminate for
     good reason on the earlier of (i) such 30th day or (ii) the date on which
     the Employee voluntarily terminates the Term of Employment.  If the
     Employee notifies the Company in writing that the Employee disputes the
     Company's Notice Denying Good Reason, then the matter shall be submitted to
     arbitration.  In the event the matter is submitted to arbitration, then a
     Final Determination shall be considered to be made on the date of

                                       5

 
     the earliest of a mutual written agreement of the Employee and the Company
     settling the dispute, a binding and final arbitration award or a final
     judgment, order or decree of a court of competent jurisdiction entered upon
     such arbitration award (the time for appeal therefrom having expired and no
     appeal having been perfected).  After delivery of a Notice of Good Reason,
     the Employee may continue employment until the earlier to occur of (i) the
     30th day following delivery of such notice without delivery of a Notice
     Denying Good Reason, (ii) a Final Determination that the Employee has good
     reason to terminate the Term of Employment, or (iii) the expiration of the
     Term of Employment.  If the Employee terminates the Term of Employment
     before such time, the Term of Employment shall be considered terminated
     without good reason if a Final Determination so provides.

          (g)  If the Term of Employment is terminated for cause pursuant to
     Section 10(e) and the Employee delivers its Notice Denying Cause, or, if
     the Employee, after having delivered a Notice of Good Reason pursuant to
     Section 10(f) to the Company, voluntarily terminates the Term of Employment
     either (i) before 30 days have elapsed following his delivery of such
     notice and the Company does not acknowledge in writing that the Employee
     has terminated for good reason or (ii) after a Notice Denying Good Reason
     has been delivered to the Employee, then the Employee shall be entitled to
     receive a distribution from the Trust in an amount equal to 3 months Salary
     upon meeting the requirements of the last sentence of this Section 10(g).
     If a Final Determination is not made within 90 days after such termination
     of the Term of Employment, then, on such 90th day, the Employee, upon
     compliance with the conditions set forth below, shall be entitled to
     receive a distribution from the Trust in an amount equal to the portion of
     the Stay Bonus which would have been paid from the termination of the Term
     of Employment through such 90th day as if the provisions of Section 3(e)
     were in effect, reduced by the amount, if any, by which 3 months Salary
     exceeds the amount of Salary the Employee would have received after the
     date of the termination of the Term of Employment, if the Term of
     Employment has not been terminated prior to its expiration.   In addition
     to receiving a distribution for a portion of the Stay Bonus on such 90th
     day, the Employee shall also receive periodic distributions for all
     remaining installments of the Stay Bonus when due (as if the provisions of
     Section 3(e) were in effect), unless and until a Final Determination has
     been made that the termination of the Term of Employment was without good
     reason or for cause, as the case may be applicable, in which event, the
     Company shall be entitled to recover from the Employee all or any portion
     of payments to the Employee pursuant to this Section 10(g) without

                                       6

 
     interest.  To qualify for the distributions described in this Section 10(g)
     from the Trust, the Employee agrees to submit to the Trustee, on or before
     90 days after such termination of the Term of Employment, copies of the
     following, as applicable: the Notice Denying Cause; the Notice of Good
     Reason and an affidavit that such Employee voluntarily terminated the Term
     of Employment before the 30th day after the giving of such Notice of Good
     Reason; or the Notice Denying Good Reason."

     17.  Section 10(i)(iii) of the Agreement is deleted in its entirety, and
the following is substituted in its place:

     "(iii) the Stay Bonus pursuant to Section 3(e)."

     18.  Section 10(j) of the Agreement is amended by deleting the word "and"
immediately preceding clause (ii) and adding the following clause (iii) to the
first sentence thereof:

     "; and (iii) the Stay Bonus pursuant to Section 3(e)."

     19.  Section 10(k) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

     "(k) [Reserved.]"

     20.  Section 11 of the Agreement is deleted in its entirety and the
following is substituted therefor:

     "11.  [Reserved.]"

     21.  Section 13(i) of the Agreement is amended by adding the following to
the end thereof:

          "The Employee acknowledges that the Company has a significant interest
     in defending against any assertion by the Internal Revenue Service ("IRS")
     that any payments made by the Company to the Employee are excess parachute
     payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as
     amended, ("Code").  The Company and the Employee both acknowledge that it
     is in their mutual best interest to vigorously contest any such assertion
     by the IRS and that the Company is in the best position to effectively
     contest the same.  Thus, in the event of an assessment or threatened
     assessment by the IRS of any excise tax or interest attributable to the
     application of Section 4999 of the Code with respect to any payment made by
     the Company to the Employee, the Employee shall notify the Company in
     writing promptly after the receipt of any communication from the IRS
     specifically asserting the issue of such excise tax and shall provide a
     copy of such communication to the Company.  Upon receiving such written
     notice, the Company shall engage

                                       7

 
     Arthur Andersen and such other counsel, consultants and other experts
     reasonably acceptable to the Employee to represent both the Company and the
     Employee in contesting the extent to which payments made by the Company to
     the Employee constitute excess parachute payments, and the Employee shall
     reasonably cooperate with the Company in connection therewith.  The Company
     may, but shall not be required to, provide such representation with respect
     to all or a portion of such payments that Arthur Andersen reasonably
     believes, by its written opinion from time to time in form and substance
     reasonably satisfactory to the Company, is more likely than not excess
     parachute payments or if the Company reasonably and in good faith
     determines that its costs of contesting the characterization of such
     payments will exceed the amount of its deduction at stake."

     22.  Section 13 of the Agreement is amended by deleting subsection (k) and
substituting the following in its place:

          "(k)  For purposes of this Agreement, "Change in Control" means a
     change in control resulting from an acquisition of USI, whether by
     amalgamation, consolidation, merger or acquisition of stock, pursuant to
     which any person or firm, or its or their affiliates (as defined in Rule
     12b-2 under the Securities Exchange Act of 1934) becomes the owner of more
     than fifty percent (50%) of the outstanding stock of USI either in value or
     voting power."

     23.  The agreement is amended by adding the following new Section 15 as
follows:

     "15. Medical Benefits.  The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits:

          (a) In the event the United Stationers Medical Plan ("Plan") remains
     in effect and the Employee's employment with the Company terminates, the
     Employee (and the Employee's covered dependents at the time of such
     termination of employment) shall be entitled to continue to participate in
     the Plan until the Employee attains age sixty-five (65), and the Employee's
     spouse shall be entitled to continue to participate, in her own right, in
     the Plan until the Employee's spouse attains age sixty-five (65), under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to the Employee (and the Employee's covered dependents at the
     time of the termination of employment).

                                       8

 
          (b) If the Employee dies prior to age sixty-five (65) while the Plan
     remains in effect and if the Employee's spouse is then living, the
     Employee's spouse (and the Employee's covered dependents at the time of the
     Employee's death) shall be entitled to continue participation in the Plan
     until the Employee's spouse attains age sixty-five (65) or dies, under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to such spouse (and the Employee's covered dependents at the
     time of the Employee's death).

          (c) In the event of the termination of the Plan or discontinuance of
     coverage under the Plan for any reason, the Employee shall be entitled to
     and the Company shall pay to the Employee TWO THOUSAND SEVEN HUNDRED
     DOLLARS ($2,700.00) per month for the period commencing on the date the
     Plan terminates or Plan coverage ceases and ending on the first to occur
     of:

                  (i) the later of the date the Employee or the Employee's
          spouse attains age sixty-five (65);

                  (ii) in the event of the death of the Employee, the date the
          spouse of the Employee attains age sixty-five (65);

                  (iii)  the end of the eighteen (18) month period commencing on
          the Plan termination date or the date on which the Plan coverage
          ceases; or

                  (iv)  December 31, 1998.

          (d) In the event of the termination of the Plan or the discontinuance
     of coverage under the Plan for any reason, the Company shall pay claims or
     reimburse expenses for those medical expenses which are considered
     deductible under section 213 of the Code or any successor provision,
     (without regard to any applicable threshold for deductibility) to the
     Employee, subject to the following terms and conditions:

               (i) the Employee (or any of the Employee's covered dependents at
          the time the Plan terminates or coverage under the Plan ceases) if
          covered by a medical plan maintained by the Employee's then current
          employer or a medical plan maintained by the employer of the spouse of
          the Employee, has exceeded the lifetime maximum benefit provided in
          such plan;

                                       9

 
               (ii) payment of medical expenses or reimbursement for such claims
          under this subsection (d) shall not exceed the lesser of the following
          amounts:

                    (1) a maximum of $300,000 for the Employee and all
               dependents (on an aggregate basis) of the Employee as of the date
               of Plan termination or the date coverage under the Plan ceases;
               or

                    (2) an amount which exceeds $700,000 (on an aggregate basis)
               for the group of Employees referred to as "Contract Officers"
               under the Plan (including all dependents of such Contract
               Officers as of the date of Plan termination or the date coverage
               under the Plan ceases); and

                  (iii)  reimbursement for such claims under this subsection (d)
          shall be made for the period commencing on the date the Plan
          terminates and ending on the first to occur of:

                    (1) the later of the date the Employee or the Employee's
                  spouse attains age sixty-five (65);

                    (2) in the event of the death of the Employee, the date the
                  spouse of the Employee attains age sixty-five (65);

                    (3) the end of the eighteen (18) month period commencing on
                  the Plan termination date or the date on which Plan coverage
                  ceases; or

                    (4)  December 31, 1998.
 
          The coverage provided under this Section 15(d) shall be separate and 
     in addition to the coverage provided under Section 15(c) above."

     24.  Exhibit A of the Agreement is amended to read as attached hereto.

     25.  Exhibit B of the Agreement is amended to read as attached hereto.

                                       10

 
     26.  This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.

     Except as so amended, the Agreement is in all other respects unchanged.


                                       UNITED STATIONERS INC.
ATTEST:

______________________________         By:____________________________
Assistant Secretary                    Its:___________________________



                                       UNITED STATIONERS SUPPLY CO.
ATTEST:

______________________________         By:____________________________
Assistant Secretary                    Its:___________________________


                                       EMPLOYEE:


                                       _______________________________
                                       Jerold A. Hecktman

                                       11

 
                                   EXHIBIT A

                                       TO

                      EMPLOYMENT AND CONSULTING AGREEMENT

                          (Revised February 13, 1995)


Current Employee Benefit Plans Deemed "Additional Compensation" under Paragraph
3(b)


     United Stationers Supply Co. Pension Plan

     United Stationers Inc. Profit Sharing PluSavings Plan

     United Stationers Inc. 1981 Stock Incentive Award Plan

     United Stationers Inc. 1985 Nonqualified Stock Option Plan (cancelled as to
          future grants)

     United Stationers Management Incentive Plan

     United Stationers Executive Bonus Plan

     United Stationers Supply Co. Deferred Compensation Plan

     United Stationers Inc. Flexible Spending Plan

     United Stationers Supplemental Benefits Plan

 
                                   EXHIBIT B


The following are the fringe benefits to which the Employee is entitled as of
February 13, 1995


1.   HEALTH AND DENTAL

     A.   United Group Medical and Dental Benefit Plans

     B.   Medical Reimbursement Plan - provides reimbursement to Officer (but
          not dependents) for all medical and dental expenses not covered by the
          above Plans

     C.   Retiree Health Plan

     D.   Surviving Spouse - Medical and Dental Benefit Plans coverage will
          continue for surviving spouse and dependent children, without cost to
          surviving spouse, in the event of death of the Employee during Term of
          Employment

     E.   Medical and Dental Benefits for Early Retirees

     F.   Annual physical examination at Company expense.


2.   COMPANY CAR

     Leased Auto or equivalent cash compensation is provided in accordance with
     current Policy.


3.   LIFE INSURANCE

     A.   Group Term Life Insurance - 2 1/2 times base salary.  Includes life
          insurance on spouse ($4,000) and dependent children ($1,000), and
          additional accidental Death and Dismemberment benefit equal to the
          amount of Group Term Life.

     B.   Travel and Accident Insurance - $300,000 on a 24-hour business and
          pleasure basis.

     C.   Split Dollar Life Insurance.  Company pays premium; portion allocable
          to the Employee benefit is added to the Employee's W-2.

 
4.   DISABILITY BENEFITS

     After payment of the disability benefits provided in this Agreement,
     current disability insurance policy may provide additional benefits.


5.   CLUB AND ASSOCIATION DUES

     Airline club dues and professional and industry association dues are
     reimbursable.  Social and country club dues are reimbursable to the extent
     incurred for business purposes in accordance with Company Policy.


6.   FINANCIAL AND TAX CONSULTING - and tax return preparation - provided by
     Arthur Andersen, LLP at Company expense in accordance with Company Policy.


7.   OFFICER INDEMNIFICATION AND INSURANCE - D&O insurance is provided on
     claims-made basis.  Restated Certificate of Incorporation of Company
     provides indemnification of officers.


8.   VACATION - Paid vacations in accordance with Company Policy.


9.   OTHER - Any other fringe benefits that may from time to time be made
     available to employees of the Company generally.

                                      B-2

 
                                   EXHIBIT C



                                     [DATE]



Mr. Jerold A. Hecktman
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

DEAR _____________________:

This letter sets forth the amount of and the conditions to your Stay Bonus
pursuant to your Employment and Consulting Agreement with United Stationers Inc.
and United Stationers Supply Co. as a result of [your termination of employment
on ____________________] [your continued employment through
____________________].

1.   After you sign and return this Agreement to me, the Company will pay you [a
     severance benefit] [an amount] equal to _________ payable in an initial
     installment in the amount of $__________ paid  within one month following
     [the date the Term of Employment expires or terminates] [your severance]
     with 23 equal monthly installments in the amount of $__________ each paid
     to you thereafter.

2.   In return for the Company's providing the severance payment, you agree as
     follows:

     A.   RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have. This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims if any, under the Age Discrimination in
          Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the
          Civil Rights Acts of 1966 and of 1991, the Employment Retirement
          Income Security Act of 1974, the Americans with Disabilities Act of
          1990. (Of course, this Waiver and Release does not waive your right to
          receive the [severance] payment described in Paragraph 1 above, or
          your right to

 
Mr. Jerold A. Hecktman
PAGE 2

          receive reimbursement for ordinary business expenses previously
          incurred or for pending medical or workers compensation claims or any
          other right you may have against the Company pursuant to your
          Employment and Consulting Agreement.)

     B.   CONFIDENTIALITY AND NON-COMPETITION. You hereby acknowledge that
          Sections 6, 7 and 8 of your Employment and Consulting Agreement dated
          April 3, 1987 and as amended on February 13, 1995 shall remain in full
          force and effect and survive the expiration of the Term of Employment
          thereunder.

3.   Should you violate any of the provisions of Paragraph 2, in addition to its
     other remedies, the Company will be released from any obligation to make
     the payments under Paragraph 1, and you shall repay any such [severance
     payments] [installments] previously made to you.

4.   This Agreement takes the place of any oral or written promises, agreements
     or understandings between the Company and you about any of the subjects of
     this Agreement.  This Agreement cannot be altered or amended except by
     written agreements signed by both you and an officer of the Company.

5.   This Agreement shall be governed by Illinois law.

6.   You acknowledge that you have had ample opportunity consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand the Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in your Employment and Consulting Agreement;
     and that you sign this Agreement of your own free will based on your own
     decision.  You also acknowledge that you have been given 45 days to
     consider the terms of this Agreement before signing it, and you understand
     that you my revoke it by providing me with written notice no later than 7
     days after you have signed it.

                                      C-2

 
Mr. Jerold A. Hecktman
PAGE 3

     [Insert required information for valid ADEA waiver at time waiver is
     delivered for Employee's signature.]

Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the terms of this letter, please sign
below and return the Agreement to me.

Sincerely,

UNITED STATIONERS SUPPLY CO.

______________________________

Vice President, Human Resources



Agreed to and Signed:

This ______ Day of __________, 199_.


Signature:_________________________


                                      C-3

EX-99.11

                                                                      EXHIBIT 11
 
                                  AMENDMENT TO
                                  ------------

                      EMPLOYMENT AND CONSULTING AGREEMENT
                      -----------------------------------

     This Amendment made as of the 13th day of February, 1995, between UNITED
STATIONERS INC. ("USI"), UNITED STATIONERS SUPPLY CO. ("Supply Co.") (USI and
Supply Co. are collectively referred to as the "Company"), and TED S. RZESZUTO
("Employee").

     WHEREAS, the Company and the Employee are parties to an Employment and
Consulting Agreement dated April 3, 1987 (the "Agreement"); and

     WHEREAS, USI is contemplating entering into a transaction which would
result in a Change in Control; and

     WHEREAS, it is in the best interests of the Company and the shareholders of
USI that the Employee continue to concentrate on the conduct of the business of
the Company, perform all duties in the best interests of the shareholders of USI
and be encouraged to maintain the employment relationship with the Company after
the Change in Control; and

     WHEREAS, USI and the Employee desire to amend the Agreement to provide
appropriate incentives for the Employee to continue to perform the Employee's
duties and responsibilities with respect to the Company, thereby promoting the
stability of the business of the Company both before and after the occurrence of
the Change in Control.

     NOW THEREFORE, for valuable consideration which the parties acknowledge,
the Employee and the Company agree that in the event of the occurrence on or
before December 31, 1995 of a Change in Control, as defined in this Amendment,
the Agreement shall be amended, effective as of the date on which the Change in
Control occurs, as follows:

     1.  Section 1 of the Agreement is amended by adding the following sentence
to the end thereof:

     "Within 30 days after the date on which a Change in Control occurs, the
     Company shall notify the Employee whether the Company will negotiate to
     continue the Employee's relationship with the Company following the
     expiration of the Term of Employment.  Furthermore, if the Employee does
     not enter into a new employment or consulting agreement with the Company
     pursuant to such terms as the Employee and the Company may mutually agree
     prior to the last 90 days of the term of employment ("Term of Employment"),
     then the Employee's duties during such 90 day period shall be limited to
     that of an executive in a transition status with reasonable personal time
     off to conduct a job search, interview with potential employers and
     organize personal affairs."

 
     2.  Section 2 of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "2.  Term.  The Term of Employment shall continue from and after the
     date on which the Change in Control occurred until the date designated by
     the Company in a written notice to the Employee within the first 30 days
     after the Change in Control occurs not later than the first anniversary of
     the date on which the Change in Control occurred, unless sooner terminated
     by either party in accordance with the provisions of this Agreement.  In
     the event a date is not designated by the Company within such first 30
     days, the Term of Employment shall extend to the first anniversary of the
     Change in Control."

     3.   Section 3(a) of the Agreement is amended by deleting "$80,007.60" and
substituting "$135,000" in its place.

     4.   Section 3(b) of the Agreement is amended by deleting the first
sentence in its entirety and substituting the following in its place:

     "During the Term of Employment, the Employee shall be entitled to
     participate in pension plans, tax-qualified profit sharing plans and
     deferred compensation plans not less favorable (in terms of dollar value
     benefit to the Employee) than such plans to which the Employee was entitled
     to immediately preceding the date on which the Change in Control occurred
     and shall be provided a similar bonus opportunity as provided the Employee
     in the aggregate under the management incentive, executive bonus, stock
     option and other similar incentive compensation plans of the Company
     immediately preceding the date on which the Change in Control occurred."

     5.   Section 3(c) of the Agreement is amended by deleting the phrase "is
now entitled" each place it appears and substituting in its place the phrase
"was entitled immediately prior to the date on which the Change in Control
occurred".

     6.   Section 3 of the Agreement is amended by adding the following
subsections (d) and (e) to the end thereof:

          "(d) Benefits Trust.  To secure the payment to the Employee of the
     "Stay Bonus", as defined below in Section 3(e), the Company will establish
     a trust to be known as the USI Employee Benefits Trust (the "Trust") and
     provide for the Employee to be a beneficiary thereof.  The Company will
     cause to be furnished to the trustee thereunder (the "Trustee") an
     irrevocable letter of credit, and the trust agreement establishing the
     Trust will require the Trustee to draw on such letter of credit to pay such
     Stay Bonus to the

                                       2

 
     Employee at such time as the Employee becomes entitled to such amounts
     pursuant to Section 3(e) or pursuant to Section 10(g).  To receive
     distributions from the Trust, the Employee shall furnish the Trustee with
     any notices described in the Trust Agreement.

          (e) Stay Bonus.  During the first 120 days of the Term of Employment,
     the Company and the Employee shall in good faith attempt to negotiate a
     mutually satisfactory incentive compensation opportunity commensurate with
     the Employee's responsibilities and position.  If:

               (i) the Term of Employment has expired and the Company and the
          Employee have not agreed, for any reason, upon a mutually satisfactory
          written incentive compensation opportunity ("Incentive Opportunity")
          for the Employee, which Incentive Opportunity is signed by the
          Employee and contains an acknowledgement by the Employee that the
          signed Incentive Opportunity is an Incentive Opportunity within the
          meaning of this Section 3(e)(i) of this Agreement;

               (ii) the Employee is terminated by the Company other than for
          cause pursuant to Section 10(c); or

               (iii) the Employee terminates voluntarily with good reason
          pursuant to Section 10(a);

     then, upon the execution and delivery of the Release and Agreement to the
     Trustee attached hereto as Exhibit C, the Employee shall be entitled to
     receive a distribution from the Trust, in an aggregate amount equal to FIVE
     HUNDRED ELEVEN THOUSAND TWO HUNDRED NINETY-SEVEN DOLLARS ($511,297) ("Stay
     Bonus") payable in an initial installment of TWO HUNDRED TWENTY-EIGHT
     THOUSAND TWO HUNDRED SEVENTY-FOUR DOLLARS AND THIRTY-FOUR CENTS
     ($228,274.34) and in 23 equal monthly installments each in an amount equal
     to TWELVE THOUSAND THREE HUNDRED FIVE DOLLARS AND THIRTY-FOUR CENTS
     ($12,305.34), with the first installment commencing within one month after
     the date on which the Employee becomes entitled thereto."

     7.   Section 6(a) of the Agreement is amended by deleting the phrase "and
during the Consulting Term".

     8.   Section 6(c) of the Agreement is amended by deleting the phrase "or
during the Consulting Term".

     9.   Section 7 of the Agreement is amended by deleting the phrase ", the
Consulting Term".

                                       3

 
     10.  Section 8(a) of the Agreement is amended by deleting the phrase
"During the Term of Employment and the Consulting Term (or, if there shall be no
Consulting Term, during the two year period following the Term of Employment),"
and substituting the phrase "During the two year period following the Term of
Employment,".

     11.  Section 8(b) of the Agreement is amended by deleting the phrase
"during the Consulting Term and".

     12.  Section 10(a)(ii) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

          "(ii)  the exclusion of the Employee from, or the diminution in the
     Employee's participation in, any profit sharing, pension, supplemental
     benefit or other deferred compensation plans, to which the Employee was
     entitled immediately preceding the date on which the Change in Control
     occurred, or any diminution in the aggregate bonus opportunity as provided
     the Employee under the management incentive, executive bonus, stock option
     and similar incentive compensation plans of the Company immediately
     preceding the date on which the Change in Control occurred; or"

     13.  Section 10(a)(iii) of the Agreement is amended by deleting the phrase
"enjoyed by Employee, other than pursuant to change in the Company's fringe
benefit policies generally" and substituting in its place "listed in Exhibit B
as enjoyed by Employee immediately prior to the date on which the Change in
Control occurred".

     14.  Section 10(a)(iv) of the Agreement is amended by inserting the word
"material" after the word "any" and deleting the phrase "except pursuant to a
general change in the Company's reimbursement policies" and substituting in its
place "as enjoyed by Employee immediately prior to the date on which the Change
in Control occurred".

     15.  Section 10(b)(iii) of the Agreement and the immediately preceding word
"and" is deleted in its entirety, and the following is substituted in its place:

     ", (iii) the unpaid portion of Salary for the unexpired portion of the Term
     of Employment and (iv) the Stay Bonus pursuant to Section 3(e)."

     16.  Sections 10(e), 10(f) and 10(g) of the Agreement are deleted in their
entirety and the following substituted in their place:

                                       4

 
          "(e) The Term of Employment may be terminated by the Company for cause
     by delivery to the Employee of a "Notice of Termination for Cause".  A
     Notice of Termination for Cause shall be a written notice from the Board of
     Directors of the Company or the executive or compensation committee of the
     Board of Directors of the Company ("Board") to the Employee, after
     reasonable notice (not less than 10 days) to the Employee and an
     opportunity for the Employee, together with the Employee's counsel, to be
     heard before the Board, (i) finding that in the good faith opinion of the
     Board the Employee was guilty of a breach of a fiduciary duty owed by the
     Employee to the Company, including, without limitation, engaging in
     directly competitive acts while employed by the Company, and (ii)
     specifying the particulars thereof in detail.  If within 30 days after the
     giving of the Notice of Termination for Cause by the Company, the Employee
     delivers to the Company a written "Notice Denying Cause" stating that a
     dispute exists concerning the termination for cause, then the matter shall
     be submitted to arbitration and a Final Determination shall be considered
     to be made on the date of the earliest to occur of a mutual written
     agreement of the Employee and the Company settling the dispute, a binding
     and final arbitration award or by a final judgment, order or decree of a
     court of competent jurisdiction entered upon such arbitration award (the
     time for appeal therefrom having expired and no appeal having been
     perfected).

          (f) If the Employee believes good reason exists for the termination of
     the Term of Employment, the Employee may deliver to the Company a written
     "Notice of Good Reason" stating specifically the particulars establishing
     good reason.  The Employee shall be conclusively deemed to have a good
     reason to terminate the Term of Employment unless the Company shall deliver
     to the Employee a written "Notice Denying Good Reason" (within 30 days
     after the Employee delivered the Notice of Good Reason).  A Notice Denying
     Good Reason shall be a written notice from the Board after reasonable
     notice (not less than 10 days) to the Employee and an opportunity for the
     Employee, together with the Employee's counsel, to be heard before the
     Board, (i) finding that in the good faith opinion of the Board, good reason
     for the termination of the Employee's Term of Employment does not exist,
     and (ii) addressing the particulars on which the Employee relied to
     establish good reason in detail.  If the Company does not deliver a "Notice
     Denying Good Reason" within 30 days after the Employee delivered the Notice
     of Good Reason, the Term of Employment shall be deemed to terminate for
     good reason on the earlier of (i) such 30th day or (ii) the date on which
     the Employee voluntarily terminates the Term of Employment.  If the
     Employee notifies the Company in writing that the Employee disputes the
     Company's Notice Denying Good Reason, then the

                                       5

 
     matter shall be submitted to arbitration.  In the event the matter is
     submitted to arbitration, then a Final Determination shall be considered to
     be made on the date of the earliest of a mutual written agreement of the
     Employee and the Company settling the dispute, a binding and final
     arbitration award or a final judgment, order or decree of a court of
     competent jurisdiction entered upon such arbitration award (the time for
     appeal therefrom having expired and no appeal having been perfected).
     After delivery of a Notice of Good Reason, the Employee may continue
     employment until the earlier to occur of (i) the 30th day following
     delivery of such notice without delivery of a Notice Denying Good Reason,
     (ii) a Final Determination that the Employee has good reason to terminate
     the Term of Employment, or (iii) the expiration of the Term of Employment.
     If the Employee terminates the Term of Employment before such time, the
     Term of Employment shall be considered terminated without good reason if a
     Final Determination so provides.

          (g)  If the Term of Employment is terminated for cause pursuant to
     Section 10(e) and the Employee delivers its Notice Denying Cause, or, if
     the Employee, after having delivered a Notice of Good Reason pursuant to
     Section 10(f) to the Company, voluntarily terminates the Term of Employment
     either (i) before 30 days have elapsed following his delivery of such
     notice and the Company does not acknowledge in writing that the Employee
     has terminated for good reason or (ii) after a Notice Denying Good Reason
     has been delivered to the Employee, then the Employee shall be entitled to
     receive a distribution from the Trust in an amount equal to 3 months Salary
     upon meeting the requirements of the last sentence of this Section 10(g).
     If a Final Determination is not made within 90 days after such termination
     of the Term of Employment, then, on such 90th day, the Employee, upon
     compliance with the conditions set forth below, shall be entitled to
     receive a distribution from the Trust in an amount equal to the portion of
     the Stay Bonus which would have been paid from the termination of the Term
     of Employment through such 90th day as if the provisions of Section 3(f)
     were in effect, reduced by the amount, if any, by which 3 months Salary
     exceeds the amount of Salary the Employee would have received after the
     date of the termination of the Term of Employment, if the Term of
     Employment has not been terminated prior to its expiration.   In addition
     to receiving a distribution for a portion of the Stay Bonus on such 90th
     day, the Employee shall also receive periodic distributions for all
     remaining installments of the Stay Bonus when due (as if the provisions of
     Section 3(f) were in effect), unless and until a Final Determination has
     been made that the termination of the Term of Employment was without good
     reason or for cause, as the case may be

                                       6

 
     applicable, in which event, the Company shall be entitled to recover from
     the Employee all or any portion of payments to the Employee pursuant to
     this Section 10(g) without interest.  To qualify for the distributions
     described in this Section 10(g) from the Trust, the Employee agrees to
     submit to the Trustee, on or before 90 days after such termination of the
     Term of Employment, copies of the following, as applicable: the Notice
     Denying Cause; the Notice of Good Reason and an affidavit that such
     Employee voluntarily terminated the Term of Employment before the 30th day
     after the giving of such Notice of Good Reason; or the Notice Denying Good
     Reason."

     17.  Section 10(i)(iii) of the Agreement is deleted in its entirety, and
the following is substituted in its place:

     "(iii) the Stay Bonus pursuant to Section 3(e)."

     18.  Section 10(j) of the Agreement is amended by deleting the word "and"
immediately preceding clause (ii) and adding the following clause (iii) to the
first sentence thereof:

     "; and (iii) the Stay Bonus pursuant to Section 3(e)."

     19.  Section 10(k) of the Agreement is deleted in its entirety, and the
following is substituted in its place:

     "(k) [Reserved.]"

     20.  Section 11 of the Agreement is deleted in its entirety and the
following is substituted therefor:

     "11.  [Reserved.]"

     21.  Section 13(i) of the Agreement is amended by adding the following to
the end thereof:

          "The Employee acknowledges that the Company has a significant interest
     in defending against any assertion by the Internal Revenue Service ("IRS")
     that any payments made by the Company to the Employee are excess parachute
     payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as
     amended, ("Code").  The Company and the Employee both acknowledge that it
     is in their mutual best interest to vigorously contest any such assertion
     by the IRS and that the Company is in the best position to effectively
     contest the same.  Thus, in the event of an assessment or threatened
     assessment by the IRS of any excise tax or interest attributable to the
     application of Section 4999 of the Code with respect to any payment made by
     the Company to the Employee, the Employee shall notify the Company in
     writing promptly after the receipt of any communication from the IRS

                                       7

 
     specifically asserting the issue of such excise tax and shall provide a
     copy of such communication to the Company.  Upon receiving such written
     notice, the Company shall engage Arthur Andersen and such other counsel,
     consultants and other experts reasonably acceptable to the Employee to
     represent both the Company and the Employee in contesting the extent to
     which payments made by the Company to the Employee constitute excess
     parachute payments, and the Employee shall reasonably cooperate with the
     Company in connection therewith.  The Company may, but shall not be
     required to, provide such representation with respect to all or a portion
     of such payments that Arthur Andersen reasonably believes, by its written
     opinion from time to time in form and substance reasonably satisfactory to
     the Company, is more likely than not excess parachute payments or if the
     Company reasonably and in good faith determines that its costs of
     contesting the characterization of such payments will exceed the amount of
     its deduction at stake."

     22.  Section 13 of the Agreement is amended by deleting subsection (k) and
substituting the following in its place:

          "(k)  For purposes of this Agreement, "Change in Control" means a
     change in control resulting from an acquisition of USI, whether by
     amalgamation, consolidation, merger or acquisition of stock, pursuant to
     which any person or firm, or its or their affiliates (as defined in Rule
     12b-2 under the Securities Exchange Act of 1934) becomes the owner of more
     than fifty percent (50%) of the outstanding stock of USI either in value or
     voting power."

     23.  The agreement is amended by adding the following new Section 15 as
follows:

     "15. Medical Benefits.  The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits:

          (a) In the event the United Stationers Medical Plan ("Plan") remains
     in effect and the Employee's employment with the Company terminates, the
     Employee (and the Employee's covered dependents at the time of such
     termination of employment) shall be entitled to continue to participate in
     the Plan until the Employee attains age sixty-five (65), and the Employee's
     spouse shall be entitled to continue to participate, in her own right, in
     the Plan until the Employee's spouse attains age sixty-five (65), under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to the Employee (and the

                                       8

 
     Employee's covered dependents at the time of the termination of
     employment).

          (b) If the Employee dies prior to age sixty-five (65) while the Plan
     remains in effect, and if the Employee's spouse is then living, the
     Employee's spouse (and the Employee's covered dependents at the time of the
     Employee's death) shall be entitled to continue participation in the Plan
     until the Employee's spouse attains age sixty-five (65) or dies, under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to such spouse (and the Employee's covered dependents at the
     time of the Employee's death).

          (c) In the event of the termination of the Plan or discontinuance of
     coverage under the Plan for any reason, the Employee shall be entitled to
     and the Company shall pay to the Employee TWO THOUSAND SEVEN HUNDRED
     DOLLARS ($2,700.00) per month for the period commencing on the date the
     Plan terminates or Plan coverage ceases and ending on the first to occur
     of:

                  (i) the later of the date the Employee or the Employee's
          spouse attains age sixty-five (65);

                  (ii) in the event of the death of the Employee, the date the
          spouse of the Employee attains age sixty-five (65);

                  (iii)  the end of the eighteen (18) month period commencing on
          the Plan termination date or the date on which the Plan coverage
          ceases; or

                  (iv)  December 31, 1998.

          (d) In the event of the termination of the Plan or the discontinuance
     of coverage under the Plan for any reason, the Company shall pay claims or
     reimburse expenses for those medical expenses which are considered
     deductible under section 213 of the Code or any successor provision,
     (without regard to any applicable threshold for deductibility) to the
     Employee, subject to the following terms and conditions:

               (i) the Employee (or any of the Employee's covered dependents at
          the time the Plan terminates or coverage under the Plan ceases) if
          covered by a medical plan maintained by the Employee's then current
          employer or a medical plan maintained by the employer of the

                                       9

 
          spouse of the Employee, has exceeded the lifetime maximum benefit
          provided in such plan;

               (ii) payment of medical expenses or reimbursement for such claims
          under this subsection (d) shall not exceed the lesser of the following
          amounts:

                    (1) a maximum of $300,000 for the Employee and all
               dependents (on an aggregate basis) of the Employee as of the date
               of Plan termination or the date coverage under the Plan ceases;
               or

                    (2) an amount which exceeds $700,000 (on an aggregate basis)
               for the group of Employees referred to as "Contract Officers"
               under the Plan (including all dependents of such Contract
               Officers as of the date of Plan termination or the date coverage
               under the Plan ceases); and

                  (iii)  reimbursement for such claims under this subsection (d)
          shall be made for the period commencing on the date the Plan
          terminates and ending on the first to occur of:

                    (1) the later of the date the Employee or the Employee's
                  spouse attains age sixty-five (65);

                    (2) in the event of the death of the Employee, the date the
                  spouse of the Employee attains age sixty-five (65);

                    (3) the end of the eighteen (18) month period commencing on
                  the Plan termination date or the date on which Plan coverage
                  ceases; or

                    (4)  December 31, 1998.

               The coverage provided under this Section 15(d) shall be separate
          and in addition to the coverage provided under Section 15(c) above."

     24.  Exhibit A of the Agreement is amended to read as attached hereto.

     25.  Exhibit B of the Agreement is amended to read as attached hereto.

                                       10

 
     26.  This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute a single instrument.

     Except as so amended, the Agreement is in all other respects unchanged.


                                       UNITED STATIONERS INC.
ATTEST:

______________________________         By:____________________________
Assistant Secretary                    Its:___________________________



                                       UNITED STATIONERS SUPPLY CO.
ATTEST:

______________________________         By:____________________________
Assistant Secretary                    Its:___________________________


                                       EMPLOYEE:


                                       ______________________________
                                       Ted S. Rzeszuto

                                       11

 
                                   EXHIBIT A

                                       TO

                      EMPLOYMENT AND CONSULTING AGREEMENT

                          (Revised February 13, 1995)


Current Employee Benefit Plans Deemed "Additional Compensation" under Paragraph
3(b)


     United Stationers Supply Co. Pension Plan

     United Stationers Inc. Profit Sharing PluSavings Plan

     United Stationers Inc. 1981 Stock Incentive Award Plan

     United Stationers Inc. 1985 Nonqualified Stock Option Plan (cancelled as to
          future grants)

     United Stationers Management Incentive Plan

     United Stationers Executive Bonus Plan

     United Stationers Supply Co. Deferred Compensation Plan

     United Stationers Inc. Flexible Spending Plan

     United Stationers Supplemental Benefits Plan

 
                                   EXHIBIT B


The following are the fringe benefits to which the Employee is entitled as of
February 13, 1995


1.   HEALTH AND DENTAL

     A.   United Group Medical and Dental Benefit Plans

     B.   Medical Reimbursement Plan - provides reimbursement to Officer (but
          not dependents) for all medical and dental expenses not covered by the
          above Plans

     C.   Retiree Health Plan

     D.   Surviving Spouse - Medical and Dental Benefit Plans coverage will
          continue for surviving spouse and dependent children, without cost to
          surviving spouse, in the event of death of the Employee during Term of
          Employment

     E.   Medical and Dental Benefits for Early Retirees

     F.   Annual physical examination at Company expense.


2.   COMPANY CAR

     Leased Auto or equivalent cash compensation is provided in accordance with
     current Policy.


3.   LIFE INSURANCE

     A.   Group Term Life Insurance - 2 1/2 times base salary.  Includes life
          insurance on spouse ($4,000) and dependent children ($1,000), and
          additional accidental Death and Dismemberment benefit equal to the
          amount of Group Term Life.

     B.   Travel and Accident Insurance - $300,000 on a 24-hour business and
          pleasure basis.

     C.   Split Dollar Life Insurance.  Company pays premium; portion allocable
          to the Employee benefit is added to the Employee's W-2.

 
4.   DISABILITY BENEFITS

     After payment of the disability benefits provided in this Agreement,
     current disability insurance policy may provide additional benefits.


5.   CLUB AND ASSOCIATION DUES

     Airline club dues and professional and industry association dues are
     reimbursable.  Social and country club dues are reimbursable to the extent
     incurred for business purposes in accordance with Company Policy.


6.   FINANCIAL AND TAX CONSULTING - and tax return preparation - provided by
     Arthur Andersen, LLP at Company expense in accordance with Company Policy.


7.   OFFICER INDEMNIFICATION AND INSURANCE - D&O insurance is provided on
     claims-made basis.  Restated Certificate of Incorporation of Company
     provides indemnification of officers.


8.   VACATION - Paid vacations in accordance with Company Policy.


9.   OTHER - Any other fringe benefits that may from time to time be made
     available to employees of the Company generally.

                                      B-2

 
                                   EXHIBIT C



                                     [DATE]



Mr. Ted S. Rzeszuto
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

DEAR _____________________:

This letter sets forth the amount of and the conditions to your Stay Bonus
pursuant to your Employment and Consulting Agreement with United Stationers Inc.
and United Stationers Supply Co. as a result of [your termination of employment
on ____________________] [your continued employment through
____________________].

1.   After you sign and return this Agreement to me, the Company will pay you [a
     severance benefit] [an amount] equal to _________ payable in an initial
     installment in the amount of $__________ paid  within one month following
     [the date the Term of Employment expires or terminates] [your severance]
     with 23 equal monthly installments in the amount of $__________ each paid
     to you thereafter.

2.   In return for the Company's providing the severance payment, you agree as
     follows:

     A.   RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have. This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims if any, under the Age Discrimination in
          Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the
          Civil Rights Acts of 1966 and of 1991, the Employment Retirement
          Income Security Act of 1974, the Americans with Disabilities Act of
          1990. (Of course, this Waiver and Release does not waive your right to
          receive the [severance] payment described in Paragraph 1 above, or
          your right to

 
Mr. Ted S. Rzeszuto
PAGE 2

          receive reimbursement for ordinary business expenses previously
          incurred or for pending medical or workers compensation claims or any
          other right you may have against the Company pursuant to your
          Employment and Consulting Agreement.)

     B.   CONFIDENTIALITY AND NON-COMPETITION.  You hereby acknowledge that
          Sections 6, 7 and 8 of your Employment and Consulting Agreement dated
          April 3, 1987 and as amended February 13, 1995 shall remain in full
          force and effect and survive the expiration of the Term of Employment
          thereunder.

3.   Should you violate any of the provisions of Paragraph 2, in addition to its
     other remedies, the Company will be released from any obligation to make
     the payments under Paragraph 1, and you shall repay any such [severance
     payments] [installments] previously made to you.

4.   This Agreement takes the place of any oral or written promises, agreements
     or understandings between the Company and you about any of the subjects of
     this Agreement.  This Agreement cannot be altered or amended except by
     written agreements signed by both you and an officer of the Company.

5.   This Agreement shall be governed by Illinois law.

6.   You acknowledge that you have had ample opportunity consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand the Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in your Employment and Consulting Agreement;
     and that you sign this Agreement of your own free will based on your own
     decision.  You also acknowledge that you have been given 45 days to
     consider the terms of this Agreement before signing it, and you understand
     that you my revoke it by providing me with written notice no later than 7
     days after you have signed it.

                                      C-2

 
Mr. Ted S. Rzeszuto
PAGE 3

     [Insert required information for valid ADEA waiver at time waiver is
     delivered for Employee's signature.]

Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the terms of this letter, please sign
below and return the Agreement to me.

Sincerely,

UNITED STATIONERS SUPPLY CO.

______________________________

Vice President, Human Resources



Agreed to and Signed:

This ______ Day of __________, 199_.


Signature:_________________________

 

                                      C-3

EX-99.12

                                                                      EXHIBIT 12
 
                              SEVERANCE AGREEMENT
                              -------------------


     This Agreement made as of this 13th day of February, 1995 between UNITED 
STATIONERS INC. ("USI"), UNITED STATIONERS SUPPLY CO. ("Supply Co.") (USI and 
Supply Co. are collectively referred to herein as the "Company"), and JAMES A. 
PRIBEL ("Employee").

     WHEREAS, USI is contemplating a transaction which would result in a Change
in Control of USI. For purposes of this Agreement, "Change in Control" means a
change in control resulting from an acquisition of USI, whether by amalgamation,
consolidation, merger or acquisition of stock, pursuant to which any person or
firm, or its or their affiliates (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934) becomes the owner of more than fifty percent (50%) of the
outstanding stock of USI either in value or voting power.

     WHEREAS, the Board of Directors of USI believes that it is in the best
interests of the Company to provide the Employee with an incentive to encourage
the Employee to maintain the current employment relationship with the Company
through the date of the Change in Control and for a period of up to one hundred
eighty days following the Change in Control, thereby promoting the Company's
stability both before and after the Change in Control and enhancing the
Company's ability to consummate the transaction resulting in the Change in
Control.

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

     1.  Effective Date.  This Agreement shall became effective on the date the 
Change in Control occurs.

     2.  Amount of Severance Benefit.  If Employee meets the conditions set 
forth in Section 3 of this Agreement, Employee shall be entitled to receive an
amount equal to $132,540.00 ("Severance Benefit"). The Employee's Severance
Benefit shall be payable in 12 equal monthly installments ("Severance Payments")
commencing within one month after the Employee's termination of employment with
the Company.

     3.  Conditions on Right to Severance Benefit.

     (A)  To be entitled to the Severance Benefit under this Agreement,
          Employee:

          (i)  must be employed by the Company on date of the Change in Control,
               and remain in a "Responsible Position" with the Company for a
               period of at least 180 days if so requested by the Company within
               30 days after the Change in Control, until the date requested by
               the Company; and

 
         (ii)  either:

               (a)  Employee must not have been requested to serve in a
                    Responsible Position with the Company; or

               (b)  Employee's service in a Responsible Position has expired or
                    been terminated for any reason other than a voluntary
                    termination by Employee or by the Company for cause (as
                    defined in subsection (C) below) on or before the 180th day
                    following the Change in Control; or

               (c)  Employee's employment has expired or been terminated more
                    than 180 days but not more than one year after the Change in
                    Control for any reason other than a voluntary termination by
                    Employee or a termination by the Company for cause (unless
                    at the time of such termination the Company has another
                    severance plan providing benefits for Employee at least
                    equal to those provided under this Agreement); and

          (iii) must execute and deliver to the Company the Release and
                Agreement, in the form attached as Exhibit A ("Release and
                Agreement").

     (B)  The term "Responsible Position" shall mean an employment, consulting 
          or similar position with the Company after the Change in Control 
          provided that:

          (i)   the responsibilities of, and duties to be performed by
                Employee are of a level commensurate with his qualifications
                and with his responsibilities before the Change in Control;

          (ii)  Employee's base compensation is not less than the base
                compensation being received by Employee immediately prior to
                the Change in Control;

          (iii) Employee is not excluded from, or his participation is not
                diminished in, any fringe benefits, or any pension, profit
                sharing, management incentive, executive bonus, or similar
                incentive, compensation or deferred compensation plans to the
                extent Employee participated in such plans immediately prior
                to the Change in Control, other than an exclusion from or
                diminution of participation in any such plans applicable to
                similarly situated employees generally;

                                       2

 
          (iv)  the Responsible Position does not require a relocation of
                Employee's present work location which would reasonably
                require a relocation of Employee's home.

     (C)  The Employee will be deemed to have been terminated "for cause" if
          Employee's service is terminated by the Company by reason of
          Employee's insubordination, theft, dishonesty, gross misconduct,
          physical assault of another employee, falsification of Company records
          or reports, damage or destruction of Company property, reporting to
          work under the influence of alcohol or drugs, activity competitive
          with Company or an affiliated entity, willful breach of Company
          policy, or commission of any act that is materially adverse to the
          interests of the Company or an affiliated entity.

     4.   Timing of and Conditions for Severance Payment.

     (A)  Severance Payments payable to Employee under this Agreement will
          commence no later than the first day of the month following:  (i) the
          date on which Employee's employment with the Company is terminated and
          (ii) the expiration of the seven day rescission period following the
          execution and delivery of the Release and Agreement.

     (B)  The Company shall not be obligated to make any Severance Payment to
          Employee after Employee breaches any of the covenants or undertakings
          under the Release Agreement or shall otherwise act in a manner
          materially adverse to the interests of the Company or any affiliated
          entity, which would have entitled the Company to terminate the
          employment of Employee for cause if Employee were still employed;
          other than by Employee's prosecution or defense, or assistance in the
          prosecution or defense, of any claim arising out of, or in connection
          with, the instruments relating to the Change in Control or taking any
          action as may be required by law.

     (C)  The Company shall comply with applicable tax withholding laws, if any,
          with respect to all Severance Payments under this Agreement and shall
          be entitled to do any act or thing to effectuate any such required
          compliance, including, without limitation, withholding from amounts
          payable to Employee.

     5.   Medical Benefits.  The Company makes the following covenants to the
Employee with respect to the Employee's medical benefits ("Medical Benefits"):

                                       3

 
          (A) In the event the United Stationer's Medical Plan ("Plan") remains
     in effect and the Employee's employment with the Company terminates, the
     Employee (and the Employee's covered dependents at the time of such
     termination of employment) shall be entitled to continue to participate in
     the Plan until the Employee attains age sixty-five (65), and the Employee's
     spouse shall be entitled to continue to participate in her own right, in
     the Plan until the Employee's spouse attains age sixty-five (65), under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to the Employee (and the Employee's covered dependents at the
     time of the termination of employment).

          (B) If the Employee dies prior to age sixty-five (65) while the Plan
     remains in effect, and if the Employee's spouse is then living, the
     Employee's spouse (and the Employee's covered dependents at the time of the
     Employee's death) shall be entitled to continue participation in the Plan
     until the Employee's spouse attains age sixty-five (65) or dies, under the
     same terms and conditions applicable to persons who are provided coverage
     as active employees under the Plan; provided, however, that a minimum
     $1,000,000 Comprehensive Medical Lifetime Maximum Payment shall remain
     applicable to such spouse (and the Employee's covered dependents at the
     time of the Employee's death).

          (C) In the event of the termination of the Plan or discontinuance of
     coverage under the Plan for any reason, the Employee shall be entitled to
     and the Company shall pay to the Employee THREE THOUSAND SEVENTY DOLLARS
     ($3,070.00) per month for the period commencing on the date the Plan
     terminates or Plan coverage ceases and ending on the first to occur of:

                  (i) the later of the date the Employee or the Employee's
          spouse attains age sixty-five (65);

                  (ii) in the event of the death of the Employee, the date the
          spouse of the Employee attains age sixty-five (65);

                  (iii)  the end of the eighteen (18) month period commencing on
          the Plan termination date or the date on which the Plan coverage
          ceases; or

                  (iv)  December 31, 1998.

                                       4

 
          (D) In the event of the termination of the Plan or the discontinuance
     of coverage under the Plan for any reason, the Company shall pay claims or
     reimburse expenses for those medical expenses which are considered
     deductible under section 213 of the Code or any successor provision,
     (without regard to any applicable threshold for deductibility) to the
     Employee, subject to the following terms and conditions:

               (i) the Employee (or any of the Employee's covered dependents at
          the time the Plan terminates or coverage under the Plan ceases) if
          covered by a medical plan maintained by the Employee's then current
          employer or a medical plan maintained by the employer of the spouse of
          the Employee, has exceeded the lifetime maximum benefit provided in
          such plan;

               (ii) payment of medical expenses or reimbursement for such claims
          under this subsection (D) shall not exceed the lesser of the following
          amounts:

                    (a) a maximum of $300,000 for the Employee and all
               dependents (on an aggregate basis) of the Employee as of the date
               of Plan termination or the date coverage under the Plan ceases;
               or

                    (b) an amount which exceeds $700,000 (on an aggregate basis)
               for the group of Employees referred to as "Contract Officers"
               under the Plan (including all dependents of such Contract
               Officers as of the date of Plan termination or the date coverage
               under the Plan ceases); and

               (iii)  reimbursement for such claims under this subsection (D)
          shall be made for the period commencing on the date the Plan
          terminates and ending on the first to occur of:

                    (a) the later of the date the Employee or the Employee's
                  spouse attains age sixty-five (65);

                    (b) in the event of the death of the Employee, the date the
                  spouse of the Employee attains age sixty-five (65);

                    (c) the end of the eighteen (18) month period commencing on
                  the Plan termination date or the date on which Plan coverage
                  ceases; or

                    (d)  December 31, 1998.

The coverage provided under this Section 15(D) shall be separate and in addition
to the coverage provided under Section 15(C) above.

                                       5

 
     6.   Claim for Benefits.  It is not necessary that Employee apply for the
benefits payable under this Agreement. However, if Employee wishes to file a
claim for benefits under this Agreement, such claim must be in writing and filed
with the Company. If a claim is denied, the Company, within ninety (90) days
after it receives the claim, will furnish Employee with written notice of its
decision, setting forth the specific reasons for the denial, references to the
Agreement provisions on which the denial is based, additional information
necessary to perfect the claim, if any, and a description of the procedure for
review of the denial. If the Company determines that special circumstances
require an extension of time for processing the claim, the Company may extend
the time for processing the claim for an additional ninety (90) days by
furnishing written notice of the extension to Employee prior to the end of the
initial 90-day period setting forth the special circumstances requiring the
extension of time and the date by which a final decision is expected to be
rendered. Employee may request a review of the denial of a claim for benefits by
filing a written application with the Company within sixty (60) days after the
Employee receives notice of the denial. Employee is entitled to review all
pertinent documents and submit written issues and comments to the Company. The
Company, within sixty (60) days after receiving a request for review, will
furnish Employee with written notice of the Company's decision, setting forth
the specific reasons for the decision and references to the pertinent provisions
of this Agreement on which the decision is based. If special circumstances
require an extension of time for processing a request for review, the decision
shall be rendered as soon as possible, but not later than one hundred twenty
(120) days after the receipt of the request for review.

     7.   Not an Employment Contract.  Nothing set forth in this Agreement shall
confer upon Employee any right to continue in the employ of the Company or
interfere in any way with the right of the Company at any time to terminate or
modify the terms and conditions of the employment or other relationship of
Employee.

     8.   Administration.  This Agreement is administered by the Company.  The
Company, or whomever the Company shall in writing designate, is the named
fiduciary, within the meaning of the Employee Retirement Income Security Act of
1974, as amended.  The Company, from time to time, may adopt such rules as may
be necessary or desirable for the proper and efficient administration of the
Agreement.  The Company shall have discretionary authority to determine
eligibility for benefits and to construe the terms of the Agreement.  The
Company's determinations regarding eligibility for benefits and construction of
the terms of this Agreement shall be binding on the Company and the Employee.
The Company may also appoint such other individuals to act as the Company's
representatives as the

                                       6

 
Company considers necessary or desirable for the effective administration of
this Agreement.

     9.   Assignment.  This Agreement and all rights and benefits hereunder are
personal to Employee and neither this Agreement nor any right or interest of
Employee herein, or arising hereunder, shall be voluntarily or involuntarily
sold, transferred or assigned by Employee.  Any attempt by Employee to assign,
execute, attach, transfer, pledge, hypothecate or otherwise dispose of any such
benefits or amounts or any rights or interests contrary to the foregoing
provisions, or the levy or attachment or similar process thereupon, shall be
null and void and of no effect and shall relieve the Company of all liabilities
hereunder.  This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, personal representatives, successors and
permitted assigns.

     10.  Payment to Others.  Benefits payable to Employee unable to execute a
proper receipt for payment may be paid to a relative or other proper person
selected by the Company, to use for the benefit of Employee.  Benefits payable
to a deceased Employee shall be paid to Employee's surviving spouse, or if no
surviving spouse is living at the time any benefit remains to be paid, then the
sum owing shall be paid, to the executor or administrator of the former
Employee's estate.  In acting hereunder the Company may rely, and shall be
protected in such reliance, upon any certificate, affidavit or other document or
evidence deemed by the Company, or any individual acting for the Company, to be
genuine and sufficient.  To the extent permitted by law the payment to a person
in accordance with this Section shall fully discharge the Company's obligation
to make such payments.  The decision of the Company pursuant to this Section
shall in each case be binding upon all persons in interest, and neither the
Company nor any individual acting for the Company shall be under any duty to see
to the proper application of such funds.

     11.  No Right to Company Assets.  With respect to Severance Payments
payable under this Agreement, neither the Employee nor any other person shall
acquire by reason of this Agreement any right in or title to any assets, funds
or property of the Company.  Any and all Severance Payments which become payable
hereunder shall be unfunded obligations of the Company and shall be paid from
the general assets of the Company.

     12.  Amendment, Modification, and Waiver.  No change or modification of
this Agreement shall be valid unless the same shall be in writing and signed by
Employee and an authorized representative of the Company.  No waiver of any of
the provisions of this Agreement shall be valid unless in writing and signed by
the person or parties to be changed.

                                       7

 
     13.  Severability.  In the event any provision of this Agreement shall be
held to be illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of this Agreement and this Agreement shall
be construed and enforced as if such illegal or invalid provisions had never
been contained in this Agreement.

     14.  Controlling Laws.  To the extent not preempted by the Employee
Retirement Income Security Act of 1974, the laws of Illinois shall govern,
control and determine all questions arising with respect to this Agreement and
the Release Agreement and the interpretation and validity of their provisions.

                              UNITED STATIONERS INC.

EMPLOYEE

                              By: __________________________________

__________________________ 
James A. Pribel               UNITED STATIONERS SUPPLY CO.



                              By: __________________________________

                                       8

 
                                                                       Exhibit A

                                     [DATE]


Mr. James A. Pribel
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

Dear Jim:

This sets forth the severance benefit you are entitled to under the terms of
your severance agreement as a result of your termination of employment on
__________________________________.

1.   After you sign and return this Agreement to me, United Stationers Supply
     Co. ("Company") will pay you a severance benefit of $132,540.00 payable in
     12 equal monthly installments commencing on the first day of the month
     following the expiration of the seven day rescission period described in
     paragraph 8.

2.   In return for the Company's providing the severance payment, you agree as
     follows:

     A.   RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities, and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have.  This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims under the Age Discrimination in Employment Act
          of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights
          Acts of 1966 and of 1991, the Employment Retirement Income Security
          Act of 1974, the Americans with Disabilities Act of 1990.  (Of course,
          this Waiver and Release does not waive your right to receive the
          severance payment described in Paragraph 1 above, accrued vacation
          pay, or reimbursement for pending medical or workers' compensation
          claims or travel expenses.)

     B.   CONFIDENTIALITY.  You agree that you will not, except with the
          Company's prior written consent, use or

                                       9

 
          disclose any "Confidential Information", which shall mean all
          information proprietary to the Company or any affiliate thereof, which
          is not generally known to others and was disclosed to you or developed
          by you while employed with the Company.  This includes, but is not
          limited to, the following types of information about the Company:

                    (i) marketing programs and strategies;

                   (ii) finances, commission, systems and pricing programs;

                  (iii) the identity, needs, purchase and payment patterns,
                        special credit and/or pricing terms, and special 
                        relations with, customers;

                   (iv) the identity, net prices and credit terms of, and
                        special relations with suppliers;

                    (v) proprietary software and business records; and

                   (vi) any other information or documents which you have been
                        told or reasonably ought to know that any of the
                        Released Parties regard as confidential.

     C.   NON-COMPETITION.  You agree that you will not, directly or indirectly,
          except with the Company's prior written consent, be employed by,
          consult with, act as an agent for, or own any interest in (other than
          a passive investment interest of not more than 1% of the stock of a
          publicly traded company), any "Competitor" (defined as any person or
          entity which engages or is preparing to engage in the sale and/or
          distribution of office products to resellers, whether as a wholesaler,
          buying group, cooperative or otherwise) to perform any function for
          which you had direct or supervisory responsibility during the two
          years immediately preceding your termination.  "Competitor" shall not
          include persons or entities engaged primarily in the manufacture or
          retail sale of office products whether or not such manufacturer or
          retailer is a member of a buying group or cooperative.

3.   The covenants in Paragraph 2B shall apply to items of Confidential
     Information for the lesser of three years or until the information becomes
     generally known to the public, other than by an unauthorized disclosure of
     the information by you.  The covenants in Paragraph 2C shall apply for two
     years from the date of termination as specified herein.

                                       10

 
     Nothing in Paragraph 2 shall prevent you from making such disclosures as
     may be required by law or taking any action in connection with any claim
     arising under the Plan.

4.   Should you violate any of the provisions of Paragraph 2, in addition to its
     other remedies, the Company will be released from any obligation to make
     the severance payments under Paragraph 1, and you shall repay any such
     severance payments previously made to you.

5.   Should it be necessary for either party to sue to enforce any rights
     hereunder, the party that does not prevail shall pay the prevailing party's
     expenses, including attorneys' fees, in such litigation.

6.   This Agreement takes the place of any oral or written promises, agreements
     or understandings between the Company and you about any of the subjects of
     this Agreement.  This Agreement cannot be altered or amended except by
     written agreements signed by both you and an officer of the Company.

7.   This Agreement shall be governed by Illinois law.

8.   You acknowledge that you have had ample opportunity to consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand this Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in your Severance Agreement; and that you
     sign this Agreement of your own free will based on your own decision.  You
     also acknowledge that you have been given 45 days to consider the terms of
     this Agreement before signing it, and you understand that you may revoke it
     by providing me with written notice no later than seven days after you have
     signed it.

9.   This Release and Waiver of claims is being sought in connection with your
     receipt of a severance payment under your severance agreement with the
     Company.  Your severance agreement mirrors the terms of the United
     Stationers Severance Plan ("Plan"), except that the your severance, benefit
     under the severance agreement is equal to your highest compensation for one
     year rather than your annual salary.  All staff officers of United Stations
     as of the Change of Control are covered by the Plan.  The eligibility
     factors and time limits applicable to the Plan are that the employee must
     be employed as a staff officer of United Stationers as of the Change of
     Control. Under your severance agreement, as is the case with the employees
     covered by the Plan, you must be willing to remain, upon United Stationers'
     request, in a responsible position for a period of up to one year after the
     Change of Control; you

                                       11

 
     must either have not been requested to serve in a Responsible Position or
     been terminated from such a position within a year of the Change of Control
     other than voluntarily or for cause; and you must have executed this or a
     similar Release.  Exhibit I lists the job titles and ages of all
     individuals eligible for benefits under the Plan.  There are no individuals
     in the same job classifications who are not eligible for the Plan.

Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the terms of this letter, please sign
below and return this Agreement to me.

Sincerely,

UNITED STATIONERS SUPPLY CO.        Agreed to and signed this ___ day of
                                    _____________, 199_.


_______________________________     ____________________________________ 
Vice President, Human Resources     James A. Pribel

                                       12

EX-99.13

                                                                      EXHIBIT 13
 
                   AMENDMENT TO THE MANAGEMENT INCENTIVE PLAN


     WHEREAS, United Stationers Inc. ("Company") amended and restated the
Management Incentive Plan ("Plan") as of September 1, 1988 and reserved the
right therein to amend the Plan; and

     WHEREAS, the Company desires to amend the Plan to take into account a
possible Change in Control, as defined in Section 11.3 of the Plan;

     NOW THEREFORE, the Company hereby amends the Plan to be effective upon the
occurrence of a merger of the Company following a Change in Control effected by
a tender offer as follows:

     1.  Subsection 11.1  Continuation of Plan and Participation and Subsection
11.2 Discontinuance of Plan are amended by deleting the text thereof in its
entirety and substituting the following therefor:

          "11.1  Short Plan Years in the Event of a Merger Following a Change in
     Control.  The Plan Year in which a merger of the Company ("Merger")
     following a Change in Control effected by a tender offer occurs shall be
     divided into two short Plan Years, and Final Awards shall be determined for
     each Plan Year by applying the provisions of this Plan independently with
     respect to each Plan Year with such modifications as are provided in this
     Section 11.  The first short Plan Year shall begin on the first day of the
     normal Plan Year in which the Merger occurs and shall end on the last day
     of the month in which, or the date on which, the Merger occurs, as
     determined in accordance with this Section 11.1.  The second short Plan
     Year shall begin on the first day of the month following the month in
     which, or the first day after the date on which, the Merger occurs, as
     determined in accordance with this Section 11.1, and shall end on the last
     day of the normal Plan Year.  Each Participant's Target Incentive Award for
     each short Plan Year shall be equal to the Participant's Target Incentive
     Award established for the normal Plan Year multiplied by a fraction.  In
     the event the Merger occurs after the tenth day of the month, the numerator
     of the fraction shall be the number of months in the short Plan Year and
     the denominator of the fraction shall be twelve (12).  In the event the
     Merger occurs on or before the tenth day of the month, the numerator of the
     fraction shall be the number of days in such short Plan Year, including the
     date on which the Merger occurs, and the denominator of the fraction shall
     be three hundred sixty (360).  Any proration of a Final Award under the
     terms of the Plan with respect to either of the short Plan Years shall be
     calculated with the denominator being equal to the number of months in the
     short Plan Year rather than twelve (12).  The effects of the Change in
     Control, the tender offer, and the Merger and any accounting

 
     changes caused thereby, shall be disregarded in the calculation of Final
     Awards for each of the Plan Years.

          11.2  Determination of Final Award for Short Plan Years in the Event
     of a Merger Following a Change in Control.  In the event of a Merger
     following a Change in Control effected by a tender offer, each Participant
     shall be entitled to a Final Award for the first short Plan Year equal to
     the amount of the Participant's Target Incentive Award for the first short
     Plan Year, weighted as provided by the standards established for the Plan
     Year to reflect the financial success of the Company achieved by the
     Participants during the short Plan Year, based on the most recent
     information available at the time such amounts are to be paid.  With
     respect to the second short Plan Year, each Participant employed on the
     last day of the Plan Year or involuntarily terminated by the Company or by
     reason of Total and Permanent Disability or death on or after the Change in
     Control shall be entitled to a Final Award equal to 100% of the
     Participant's Target Incentive Award for the second short Plan Year,
     without weighting to reflect performance during such short Plan Year.  The
     portion of the Final Award for the portion of the first short Plan Year
     through the date on which the first shares are purchased pursuant to the
     tender offer by Associated Holdings, Inc. (the "First Purchase Date"),
     together with the Company's good faith estimate of the sum of the portion
     of the Final Award for the remainder of such Short Plan Year plus the
     portion of the Final Award for the second short Plan Year shall be accrued
     upon the First Purchase Date and shall be paid at any time on or before
     October 15, 1995."

                                       2

EX-99.14

                                                                      EXHIBIT 14
 
                     AMENDMENT TO THE EXECUTIVE BONUS PLAN


     WHEREAS, United Stationers Inc. ("Company") amended and restated the
Executive Bonus Plan ("Plan") as of September 1, 1988 and reserved the right
therein to amend the Plan; and

     WHEREAS, the Company desires to amend the Plan to take into account a
possible Change in Control, as defined in Section 8.3 of the Plan and further
described herein;

     NOW THEREFORE, the Company hereby amends the Plan to be effective upon the
occurrence of a merger of the Company following a Change in Control effected by
a tender offer, as follows:

     1.  Subsection 8.1  Effect of a Change in Control During a Plan Year and
Subsection 8.2 Effect of Change in Control on Amounts Credited to Growth Account
are amended by deleting the text thereof in its entirety and substituting the
following therefor:

          "8.1  Effect of a Merger Following a Change in Control During a Plan
     Year.  In a Plan Year in which a merger of the Company ("Merger") following
     a Change in Control effected by a tender offer occurs, the Plan Year shall
     end on the last day of the month in which, or the date on which, the Merger
     occurs, as determined in accordance with this Section 8.1.  Each
     Participant's Target Incentive Award for the short Plan Year shall be equal
     to the Participant's Target Incentive Award established for the Plan Year
     multiplied by a fraction.  In the event the Merger occurs after the tenth
     day of the month, the numerator of the fraction shall be the number of
     months in such short Plan Year and the denominator of the fraction shall be
     twelve (12).  In the event the Merger occurs on or before the tenth day of
     the month, the numerator of the fraction shall be the number of days in
     such short Plan Year, including the date on which the Merger occurs, and
     the denominator of the fraction shall be three hundred sixty (360).  The
     Participant shall be entitled to a Final Award for the Plan Year equal to
     the Participant's Target Incentive Award, as determined above, weighted as
     provided by the standards established for the Plan Year to reflect the
     financial success of the Company achieved by the Participants prior to the
     Merger, based upon the most recent information available at the time such
     amounts are accrued.  Any proration of the Final Award under the terms of
     the Plan shall be calculated with a denominator equal to the number of
     months in the short Plan Year.  The Company will in good faith determine
     the amount of such accrual for the period ending on the date on which the
     first shares are purchased pursuant to the tender offer by Associated
     Holdings, Inc. (the "First Purchase Date"), together with the Company's
     good faith estimate of the amount of the accrual for the period beginning
     immediately after the First Purchase Date and ending upon the occurrence

 
     of the Merger, and shall pay the Final Award in cash to the Participant at
     any time on or before October 15, 1995.

          8.2  Effect of a Merger Following a Change in Control on Amounts
     Credited to Growth Account.  In the event of a Merger following a Change in
     Control effected by a tender offer, the Participant shall receive the full
     amount of any previously deferred amounts credited to the Participant's
     Growth Account to be paid on or before October 15, 1995.  The Share Units
     credited to the Participant's Growth Account shall be converted to cash by
     multiplying the number of Share Units in the Participant's Growth Account
     by the aggregate of the cash and the fair market value of any other
     property received in consideration of a share of Common Stock of the
     Company pursuant to the Merger. The Share Unit Component thus converted
     shall be paid out along with the cash balance in the Participant's Growth
     Account, including applicable earnings, in a lump sum cash payment."

                                       2

EX-99.15

                                                                      EXHIBIT 15
 
                       AMENDMENT TO MEDICAL PLAN DOCUMENT
                           FOR UNITED STATIONERS INC.
                           (PLAN DOCUMENT NO. 30401A)

     This Amendment made as of and effective this 13th day of February, 1995, by
UNITED STATIONERS INC. (the "Company") shall be effective on the date of
execution hereof.

     WHEREAS, the Company maintains the Medical Plan Document for United
Stationers Inc. (Plan Document No. 30401A) (the "Plan");

     WHEREAS, the Company is contemplating entering into a transaction with
Associated Stationers, Inc. or any of its affiliates ("ASI");

     WHEREAS, it is in the best interests of the Company and certain retirees
and contract officers of the Company to provide for and secure certain Benefits
(as defined in the Plan) for such retirees and contract officers of the Company;

     NOW THEREFORE, the Company hereby amends the Plan as follows:

     1.  The second paragraph of the Plan is hereby amended by inserting the
clause "any successor thereto" between "United Stationers Inc.," and
"hereinafter".

     2.  Section 8 of the Plan is hereby amended by adding the following two
sentences to the end thereof:

          "Notwithstanding the foregoing, the Company may not at any time after
          the date of the merger agreement between the Company and ASI change
          the coverage provided in this Plan to those individuals (and the
          covered Dependents of such individuals) listed in Schedule S-1 unless
          such change is consistent with any change applicable to 'Active
          Persons' (as set forth in Section 13 - Schedule of Coverage, No. 1);
          provided, however, that regardless of any change made to the Plan with
          respect to Active Persons, the Comprehensive Medical Lifetime Maximum
          Payment shall be a minimum of $250,000 for Scheduled Retirees (listed
          in Schedule S-I) and $1,000,000 for Contract Officers (listed in
          Schedule S-I).  In addition, and notwithstanding the foregoing, the
          Company shall not discontinue coverage under the Plan to an individual
          listed in Schedule S-1 (and the covered Dependents of such
          individuals) until such individual (or the spouse of such individual)
          attains age sixty-five (65) and, upon the death of such individual
          prior to age sixty-five (65) to such individual's spouse, until such
          spouse attains age sixty-five (65).

 
     3.   The following Supplement A is hereby added to the Plan:
                                 "Supplement A

          Notwithstanding anything in the Plan Document to the contrary, the
          following provisions shall survive the termination of the Plan and
          shall apply to those individuals listed in Schedule S-I ('Scheduled
          Retirees', 'Covered Other Persons', and 'Contract Officers',
          respectively):

          S-1  Unless otherwise provided in an applicable employment, severance,
               termination or other agreement between a Contract Officer or
               Other Covered Person and the Company, in the event the Plan
               remains in effect and the employment of a Contract Officer or
               Other Covered Person terminates, such Contract Officer or Other
               Covered Person (and covered Dependents of such Contract Officer
               or Other Covered Person at the time of employment termination)
               shall be entitled to continue to participate in the Plan until he
               attains age sixty-five (65) and such spouse of such Contract
               Officer or Other Covered Person shall be entitled to participate
               in the Plan in her own right, until she attains age sixty-five
               (65), under the same terms and conditions applicable to Persons
               who are provided coverage as Active Persons under the Plan;
               provided, however, that a minimum $1,000,000 Comprehensive
               Medical Lifetime Maximum Payment shall remain applicable to such
               Contract Officer or Other Covered Person (and covered Dependents
               at the time of employment termination).

               If such Contract Officer or Other Covered Person dies prior to
               age sixty-five (65) while the Plan remains in effect and if such
               Contract Officer's or Other Covered Person's spouse is then
               living, such spouse (and covered Dependents) shall be entitled to
               continue participation in the Plan until such spouse attains age
               sixty-five (65) or dies, under the same terms and conditions
               applicable to Persons who are provided coverage as Active Persons
               under the Plan; provided, however, that the $1,000,000
               Comprehensive Medical Lifetime Maximum Payment shall remain
               applicable to such spouse (and covered Dependents).

          S-2  In the event of the termination of the Plan or discontinuance of
               coverage under the Plan to Scheduled Retirees or Other Covered
               Persons listed in Schedule S-I for any reason, the Company shall
               pay to Scheduled Retirees or Other Covered Persons

 
               listed in Schedule S-I, the Monthly Transition Benefits in the
               applicable amount shown in Schedule S-I for the period commencing
               on the date the Plan terminates or coverage under the Plan ceases
               and ending on the first to occur of:

                    (a)  the later of the date the date such Scheduled Retiree
                         or Other Covered Person or the spouse of such Scheduled
                         Retiree or Other Covered Person attains age sixty-five
                         (65);

                    (b)  in the event of the death of the Scheduled Retiree or
                         Other Covered Person, the date the spouse of such
                         Scheduled Retiree or Other Covered Person attains age
                         sixty-five (65); or

                    (c)  the end of the eighteen (18) month period commencing on
                         the Plan termination date or the date coverage ceases
                         under the Plan.

          S-3  Retirees Barbara Savage and Thelma Hecktman shall be entitled to
               continue to participate in the Plan for their respective
               lifetimes, subject to the terms and conditions of the Plan.  In
               the event of the termination of the Plan or discontinuance of
               coverage under the Plan for any reason, the Company shall pay
               Barbara Savage and Thelma Hecktman the Monthly Transition Benefit
               set forth in Schedule S-I during their respective lifetimes.

          S-4  In the event of the termination of the Plan or discontinuance of
               coverage under the Plan to Contract Officers for any reason, the
               Company shall pay the Monthly Transition Benefits in the
               applicable amount shown in Schedule S-I to each Contract Officer
               for the period commencing on the date the Plan terminates or
               coverage under the Plan ceases and ending on the first to occur
               of:

               (a)  the later of the date such Contract Officer or the spouse of
                    such Contract Officer attains age sixty-five (65);

               (b)  in the event of the death of the Contract Officer, the date
                    the spouse of such Contract Officer attains age sixty-five
                    (65);

               (c)  the end of the eighteen (18) month period commencing on the
                    Plan termination date or the date coverage under the Plan
                    ceases; or

 
               (d)  December 31, 1998.

          S-5  In the event of the termination of the Plan or discontinuance of
               coverage under the Plan to Contract Officers for any reason, the
               Company shall pay claims or reimburse expenses for those medical
               expenses which are considered deductible under the section 213 of
               the Internal Revenue Code of 1986, as amended, or any successor
               provision, (without regard to any applicable threshold for
               deductibility) to Contract Officers, subject to the following
               terms and conditions:

               (a)  such Contract Officer (or any of such Contract Officer's
                    covered Dependents at the time of Plan termination or the
                    date coverage under the Plan ceases), if covered by a
                    medical plan maintained by the then current employer of such
                    Contract Officer or a medical plan maintained by the
                    employer of the spouse of such Contract Officer, has
                    exceeded the lifetime maximum benefit provided in such plan;

               (b)  payment of medical expenses or reimbursement for such claims
                    under this Section S-5 shall not exceed the lesser of the
                    following amounts:

                    (i)  a maximum of $300,000 for the Contract Officer and all
                         covered Dependents of such Contract Officer as of the
                         date of Plan termination or the date coverage under the
                         Plan ceases; or

                    (ii) an amount which exceeds $700,000 (on an aggregate
                         basis) for the entire Contract Officer group (including
                         all covered Dependents of such Contract Officers as of
                         the date of Plan termination or the date coverage under
                         the Plan ceases); and

               (c)  reimbursement for such claims under this Section S-5 shall
                    be made for the period commencing on the date the Plan
                    terminates or the date coverage under the Plan ceases and
                    ending on the first to occur of:

                    (i)  the later of the date such Contract Officer or the
                         spouse of such Contract Officer attains age sixty-five
                         (65);

 
                    (ii)  in the event of the death of the Contract Officer,
                          the date the spouse of such Contract Officer attains
                          age sixty-five (65);

                    (iii) the end of the eighteen (18) month period commencing
                          on the Plan termination date or the date of Plan
                          coverage ceases; or

                    (iv)  December 31, 1998.

The coverage provided under this Section S-5 is separate and in addition to the 
coverage provided under Section S-4.


 
                                 SCHEDULE S-I

 
 

     Contract Officers      Monthly Transition Benefits
     -----------------      ---------------------------
                         
     Robert H. Cornell:     $2,700
 
     Otis H. Halleen:       $3,070
 
     Jerold A. Hecktman:    $2,700
 
     Melvin L. Hecktman:    $2,700
 
     Jeffrey K. Hewson:     $3,070
 
     Allen B. Kravis:       $3,070
 
     James Pribel:          $3,070
 
     Steven R. Schwarz:     $3,070
 
     Ted A. Rzeszuto:       $2,700
 
     Ergin Uskup:           $2,700


 
                                 SCHEDULE S-I

 
 

Scheduled Retirees            Monthly Transition Benefits
- ------------------            ---------------------------
                           
     Patricia A. Beckman:     $2,310
 
     John V. Brandemarte:     $2,800
 
     Michael Collins:         $2,310
 
     John V. Dektas:          $2,310
 
     Ronald Gray:             $2,800
 
     Thomas E. Joyce:         $2,800
 
     Irene Kreishan:          $2,310
 
     Tobie E. Kuppe:          $2,310
 
     Paul Leimbeck:           $2,800
 
     Virginia Locascio:       $2,800
 
     George Martel:           $2,310
 
     Edwin Paulson:           $2,800
 
     Theodore R. Peterson:    $2,800
 
     Phyllis E. Walden:       $2,310
 
     Ronald W. Weissman:      $2,310
 
     Jean M. Wolf:            $2,800

     Barbara Savage:          All medical expenses not covered by other medical
                              coverage up to a lifetime maximum of $1,000,000,
                              and the cost of a Medicare supplemental insurance
                              policy. 

     Thelma Hecktman:         The cost of Medicare supplemental insurance
                              policy.


     Other Covered Persons
     ---------------------


     Donald Bolke:            $2,700

     Doyle Driskill:          $2,700"
 

EX-99.16

                                                                      EXHIBIT 16
 
                        UNITED STATIONERS SEVERANCE PLAN
                        --------------------------------


          1.  Statement of Policy:  Effective Date.  United Stationers Inc. 
("USI") is contemplating entering into a transaction which would result in a
Change in Control of USI. (Such transaction is hereinafter referred to as the
"Change in Control".) The Board of Directors of USI believes that by adopting
this Severance Plan ("Plan"), participating employees will be encouraged to
maintain their current employment relationship with United Stationers Supply Co.
(the "Company") through the date that the Change in Control is consummated and
for a period of up to 180 days following the Change in Control, thereby
promoting the Company's stability both before and after the Change in Control
and enhancing USI's ability to consummate the transaction resulting in the
Change in Control. This Plan shall become effective on the date the Change in
Control occurs ("Change in Control Date").

          For purposes of this Agreement, "Change in Control" means a change in
control resulting from an acquisition of USI, whether by amalgamation,
consolidation, merger or acquisition of stock, pursuant to which any person or
firm, or its or their affiliates (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934) becomes the owner of more than fifty percent (50%) of the
outstanding stock of USI either in value or voting power.

          2.  Participants.  The individuals eligible to participate in this 
Plan ("Participants") are those employees of the Company listed in Annex 1. The
list of Participants provided in Annex 1 may be amended by the Board at any time
prior to the Change in Control Date. Only individuals that are included on the
list provided in Annex 1 may become a Participant under this Plan.

          3.  Amount of Severance Benefit.  Any Participant who meets the 
conditions set forth in Section 4 of this Plan shall be entitled to receive an
amount equal to 100% of the Participant's annual base salary in effect
immediately prior to the Change in Control Date ("Severance Benefit"), payable
monthly in 12 equal monthly installments ("Severance Payments") commencing
within one month after the Participant's termination of employment with the
Company.

          4.  Conditions on Right to Severance Benefit.  (A)  To be entitled to 
the Severance Benefit under this Plan, the Participant:

     (i)  must be employed by the Company on the Change in Control Date, and
          remain in a "Responsible Position" with the Company for a period of at
          least 180 days if so requested by the Company within 30 days after the
          Change in Control until the date requested by the Company; and

 
     (ii) either:

          (a)  the Participant must not have been requested to serve in a
               Responsible Position with the Company, or

          (b)  the Participant's service in a Responsible Position has expired
               or been terminated for any reason other than a voluntary
               termination by the Participant or for cause (as defined in
               subsection (C) below) on or before the 180th day following the
               Change in Control; or

          (c)  the Participant's employment has expired or been terminated more
               than 180 days but not more than one year after the Change in
               Control for any reason other than a voluntary termination by the
               Participant, or for cause (unless at the time of such termination
               the Company has another severance plan providing benefits for the
               Participant at least equal to those provided under this Plan);
               and

        (iii)  must execute and deliver to the Company the Release and
               Agreement, in the form attached as Exhibit A ("Release and
               Agreement").

        (B) The term "Responsible Position" shall mean an employment, consulting
or similar position with the Company after the Change in Control Date provided
that:

          (i) the responsibilities of, and duties to be performed by the
              Participant are of a level commensurate with the qualifications of
              the Participant and with the Participant's responsibilities before
              the Change in Control;

         (ii) the Participant's base compensation is not less than the base
              compensation being received by the Participant immediately prior 
              to the Change in Control;

        (iii) the Participant is not excluded from, or the Participant's
              Participation is not diminished in, any fringe benefits, or any
              pension, bonus, management incentive, special bonus, profit
              sharing or similar incentive, compensation or deferred
              compensation plans to the extent Participant participated in such
              plans immediately prior to the Change in Control, other than an
              exclusion from or diminution of participation in any such plans
              applicable to similarly situated employees generally;

                                       2

 
         (iv) the Responsible Position does not require a relocation of the
              Participant's present work location which would reasonably require
              a relocation of the Participant's home.

        (C) A Participant will have been deemed to have been terminated "for
cause" if the Participant's employment is terminated by the Company, by reason
of Participant's insubordination, theft, dishonesty, gross misconduct, excessive
tardiness or absenteeism, physical assault of another employee, falsification of
Company records or reports, damage or destruction of Company property, reporting
to work under the influence of alcohol or drugs, activity competitive with
Company or an affiliated entity, willful breach of Company policy, or commission
of any act that is materially adverse to the interests of the Company or an
affiliated entity.

        5.  Timing of and Conditions for Payments.  (A)  Severance Payments
payable to a Participant under this Plan will commence no later than the first
day of the month following:  (i) the date on which the Participant's employment
with the Company is terminated and (ii) the expiration of the seven day
rescission period following the execution and delivery by the Participant of the
Release and Agreement.

        (B) The Company shall not be obligated to make any Severance Payment to
any Participant after the Participant shall breach any of the covenants or
undertakings pursuant to the Release and Agreement or shall otherwise act in a
manner materially adverse to the interests of the Company or any affiliated
entity, which would have entitled the Company to terminate the employment of the
Participant for cause if the Participant were still employed; other than by the
Participant's prosecution or defense or assistance in the prosecution or defense
of any claim arising out of or in connection with the instruments relating to
the Change in Control or taking such other action as may be required by law.

        (C) The Company shall comply with applicable tax withholding laws, if
any, with respect to Severance Payments under this Plan and shall be entitled to
do any act or thing to effectuate any such required compliance, including,
without limitation withholding from amounts payable to a Participant.

        6.  Claim for Severance Benefit.  It is not necessary that a Participant
apply for the Severance Benefit payable under this Plan.  However, if a
Participant wishes to file a claim for a Severance Benefit under this Plan, such
claim must be in writing and filed with the Company.  If a claim is denied, the
Company, within ninety (90) days after it receives the claim, will furnish the
claimant with written notice of its decision, setting forth the specific reasons
for the denial, references to the Plan

                                       3

 
provisions on which the denial is based, additional information necessary to
perfect the claim, if any, and a description of the procedure for review of the
denial.  If the Company determines that special circumstances require an
extension of time for processing the claim, the Company may extend the time for
processing the claim for an additional ninety (90) days by furnishing written
notice of the extension to the claimant prior to the end of the initial 90-day
period setting forth the special circumstances requiring the extension of time
and the date by which a final decision is expected to be rendered.  A claimant
may request a review of the denial of a claim for benefits by filing a written
application with the Company within sixty (60) days after the claimant receives
notice of the denial.  Such a claimant is entitled to review pertinent Plan
documents and submit written issues and comments to the Company.  The Company,
within sixty (60) days after receiving a request for review, will furnish the
claimant with written notice of the Company's decision, setting forth the
specific reasons for the decision and references to the pertinent Plan
provisions on which the decision is based.  If special circumstances require an
extension of time for processing a request for review, the decision shall be
rendered as soon as possible, but not later than one hundred twenty (120) days
after the receipt of the request for review.

        7.  Not an Employment Contract.  Nothing set forth in this Plan shall
confer on any Participant or any employee or other individual any right to
continue in the employ of the Company or interfere in any way with the right of
the Company at any time to terminate or modify the terms and conditions of the
employment or other relationship of any Participant.

        8.  Administration.  The Plan is administered by the Company.  The
Company, or whomever the Company shall in writing designate, is the named
fiduciary of the Plan, within the meaning of the Employee Retirement Income
Security Act of 1974, as amended.  The Company, from time to time, may adopt
such rules as may be necessary or desirable for the proper and efficient
administration of the Plan.  The Company shall have discretionary authority to
determine eligibility for benefits and to construe the terms of the Plan.  The
Company's determinations regarding eligibility for benefits and construction of
the terms of this Plan shall be binding on the Company and all employees,
Participants and other individuals.  The Company may also appoint such other
individuals to act as the Company's representatives as the Company considers
necessary or desirable for the effective administration of the Plan.

        9.  Assignment.  This Plan and all rights and benefits hereunder are
personal to the Participant and neither the Plan nor any right or interest of
the Participant herein, or arising hereunder, shall be voluntarily or
involuntarily sold, transferred or assigned by the Participant.  Any attempt by
the

                                       4

 
Participant to assign, execute, attach, transfer, pledge, hypothecate or
otherwise dispose of any such benefits or amounts or any rights or interests
contrary to the foregoing provisions, or the levy or attachment or similar
process thereupon, shall be null and void and of no effect and shall relieve the
Company of all liabilities hereunder.  The Plan shall be binding upon and inure
to the benefit of the parties and their respective heirs, personal
representatives, successors and permitted assigns.

        10.  Payment to Others.  Severance Payments payable to a Participant
unable to execute a proper receipt for payment may be paid to a relative or
other proper person selected by the Company, to use for the benefit of the
Participant.  Severance Payments payable to a deceased Participant shall be paid
to the Participant's surviving spouse, or if no surviving spouse is living at
the time any benefit remains to be paid, then the sum owing shall be paid to the
executor or administrator of the former Participant's estate.  In acting
hereunder the Company may rely, and shall be protected in such reliance, upon
any certificate, affidavit or other document or evidence deemed by the Company,
or any individual acting for the Company, to be genuine and sufficient.  To the
extent permitted by law the payment to a person in accordance with this Section
shall fully discharge the Company's obligation to make Severance Payments.  The
decision of the Company pursuant to this Section shall in each case be binding
upon all persons in interest, and neither the Company nor any individual acting
for the Company shall be under any duty to see to the proper application of such
funds.

        11.  Amendment or Termination.  If this Plan becomes effective pursuant 
to Section 1, this Plan will terminate without further action immediately
following the first anniversary of the Change in Control, and the Company shall
not amend or terminate this Plan once it becomes effective pursuant to Section 1
on or before such first anniversary, if such amendment or termination would
reduce or eliminate the Severance Benefits to which Participants may or have
become entitled under the terms of this Plan. The automatic termination of this
Plan shall not impair the Participant's right to any Severance Benefits to which
Participants have become entitled prior to such termination, and all Severance
Payments to be made with respect to such Severance Benefits shall be paid in
accordance with Section 5 Timing of and Conditions for Payments as if this Plan
were still in effect.

        12.  No Right to Company Assets.  Neither a Participant nor any other
person shall acquire by reason of this Plan any right in or title to any assets,
funds or property of the Company.  Any and all Severance Payments which become
payable hereunder shall be unfunded obligations of the Company and shall be paid
from the general assets of the Company.

                                       5

 
        13.  Severability.  In the event any provision of this Plan shall be
held to be illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if such illegal or invalid provisions had never been
contained in this Plan.

        14.  Controlling Laws.  To the extent not preempted by the Employee
Retirement Income Security Act of 1974, the laws of Illinois shall govern,
control and determine all questions arising with respect to the Plan and the
Release and Agreement and the interpretation and validity of their provisions.

                                       6

 
                                    ANNEX I
                                    -------

                        UNITED STATIONERS SEVERANCE PLAN

                                PARTICIPANT LIST



Employee Name                  Position
- -------------                  --------

James J. Conners          Vice President, Credit
Michael J. Cooke          Vice President, Taxes
James K. Fahey            Vice President, Merchandising
Stanley Feldman           Vice President, Southwest Region
Gregory Giorgio           Vice President, East Region
Wallace H. Gustafson      Vice President, Engineering
Mark C. Hampton           Vice President, Marketing
Arthur E. Hiatt           Vice President, West Region
Jeffrey G. Howard         Vice President, National Accounts
Randy C. Kravitz          Vice President, Universal Products
Linda Micallef            Vice President, Customer Service
Al Shaw                   Vice President, Midwest Region
Joseph R. Templet         Vice President, Southeast Region
Gordon Zdeblick           Vice President and General Manager,
                              United Brands

                                       7

 
                                                                       Exhibit A

                                     [DATE]

[NON CONTRACT OFFICER]
[STREET ADDRESS]
[CITY, STATE, ZIP CODE]

DEAR

This sets forth the severance benefit you are entitled to under the United
Stationers Severance Plan as a result of your termination of employment on
_______________________________.

1.   After you sign and return this Agreement to me, United Stationers Supply
     Co. ("Company") will pay you a severance benefit equal to
     ______________________ payable in 12 equal monthly installments commencing
     on the first day of the month following the expiration of the seven day
     rescission period in paragraph 8.

2.   In return for the Company's providing the severance payment, you agree as
     follows:

          A.  RELEASE.  You WAIVE and RELEASE the Company, its parent and any
          related or affiliated entities, and any predecessor entities to such
          entities and each of their officers, directors, employees,
          shareholders, agents, successors and assigns (collectively, "Released
          Parties") from any claim, liability, cause of action, damage or charge
          you have or may have against any of them which is related to or arises
          out of anything occurring before you sign this Agreement, even those
          which you do not know about, or suspect that you may have.  This
          includes, but is not limited to, anything related to your employment
          or your separation from employment, and extends to all possible
          claims, under federal, state or local law, including, without
          limitation, any claims under the Age Discrimination in Employment Act
          of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights
          Acts of 1966 and of 1991, the Employment Retirement Income Security
          Act of 1974, the Americans with Disabilities Act of 1990.  (Of course,
          this Waiver and Release does not waive your right to receive the
          severance payment described in Paragraph 1 above, accrued vacation
          pay, or reimbursement for pending medical or workers compensation
          claims or travel expenses.)

          B.  CONFIDENTIALITY.  You agree that you will not, except with the
          Company's prior written consent, use or disclose any "Confidential
          Information", which shall

                                       8

 
          mean all information proprietary to the Company or any affiliate
          thereof, which is not generally known to others and was disclosed to
          you or developed by you while employed with the Company.  This
          includes, but is not limited to, the following types of information
          about the Company:

                 (i) marketing programs and strategies;

                (ii) finances, commission, systems and pricing programs;

               (iii) the identity, needs, purchase and payment patterns,
                     special credit and/or pricing terms, and special relations
                     with, customers;

                (iv) the identity, net prices and credit terms of, and special
                     relations with suppliers;

                 (v) proprietary software and business records, and

                (vi) any other information or documents which you have been told
                     or reasonably ought to know that any of the Released 
                     Parties regard as confidential.

          C.  NON-COMPETITION.  You agree that you will not, directly or
          indirectly, except with the Company's prior written consent, be
          employed by, consult with, act as an agent for, or own any interest in
          (other than a passive investment interest of not more than 1% of the
          stock of a publicly traded company), any "Competitor" (defined as any
          person or entity which engages or is preparing to engage in the sale
          and/or distribution of office products to resellers, whether as a
          wholesaler, buying group, cooperative or otherwise) to perform any
          function for which you had direct or supervisory responsibility during
          the two years immediately preceding your termination. "Competitor"
          shall not include persons or entities engaged primarily in the
          manufacture or retail sale of office products whether or not such
          manufacturer or retailer is a member of a buying group or cooperative.

3.   The covenants in Paragraph 2B shall apply to items of Confidential
     Information for the lesser of three years or until the information becomes
     generally known to the public, other than by an unauthorized disclosure of
     the information by you.  The covenants in Paragraph 2C shall apply for two
     years from the date of termination as specified herein.  Nothing in
     Paragraph 2 shall prevent you from making such

                                       9

 
     disclosures as may be required by law or taking any action in connection
     with any claim arising under the Plan.

4.   Should you violate any of the provisions of Paragraph 2, in addition to its
     other remedies, the Company will be released from any obligation to make
     the severance payment under Paragraph 1, and you shall repay any such
     severance payments previously made to you.

5.   Should it be necessary for either party to sue to enforce any rights
     hereunder, the party that does not prevail shall pay the prevailing party's
     expenses, including attorneys' fees, in such litigation.

6.   This Agreement takes the place of any oral or written promises, agreements
     or understandings between the Company and you about any of the subjects of
     this Agreement.  This Agreement cannot be altered or amended except by
     written agreements signed by both you and an officer of the Company.

7.   This Agreement shall be governed by Illinois law.

8.   You acknowledge that you have had ample opportunity consider all of the
     terms of this Agreement and to receive independent legal counsel; that you
     have read and understand the Agreement and its legal effect; that no
     promise or inducement was made to cause you to make this Agreement other
     than considerations contained in the United Stationers Officers Severance
     Plan; and that you sign this Agreement of your own free will based on your
     own decision.  You also acknowledge that you have been given 45 days to
     consider the terms of this Agreement before signing it, and you understand
     that you may revoke it by providing me with written notice no later than
     seven days after you have signed it.

9.   This Release and Waiver of claims is being sought in connection with your
     participation in the United Stationers Severance Plan. All staff officers
     of the Company as of the Change of Control are covered by the Plan. The
     eligibility factors and time limits applicable to the Plan are the employee
     must be employed as a staff officer of the Company as of the Change of
     Control; the employee must be willing to remain, upon the Company's
     request, in a responsible position for a period of up to one year after the
     Change of Control; the Employee must either have not been requested to
     serve in a Responsible Position or been terminated from such a position
     within a year of the Change of Control other than voluntarily or for cause;
     and the employee must have executed this Release. Exhibit I lists the job
     titles and ages of all individuals eligible

                                       10

 
     for the Plan.  There are no individuals in the same job classifications who
     are not eligible for the Plan.

Please consider all of the above very carefully, and contact me if you have any
questions or comments.  If you agree with the terms of this letter, please sign
below and return the Agreement to me.

Sincerely,

UNITED STATIONERS SUPPLY CO.        Agreed to and signed this ____ day of
                                    _________________, 199_.

______________________________      _____________________________________
Vice President, Human Resources     Employee

                                       11

EX-99.17

                                                                      EXHIBIT 17
 
                                   AMENDMENT
                         UNITED STATIONERS PENSION PLAN


     WHEREAS, United Stationers, Inc., a Delaware corporation (hereinafter
referred to as the "Company") adopted the United Stationers Pension Plan
(hereinafter referred to as the "Plan"), and reserved the right therein to amend
the Plan; and

     WHEREAS, the Company now desires to amend the Plan;

     NOW, THEREFORE, the Company hereby amends the Plan as follows, effective
September 1, 1986.

1.  Section 2.3(j) of the Plan shall be and read as follows:

     (j)  Actuarial (or Actuarially) Equivalent:  Equality in value of the
          aggregate amounts expected to be received under different forms of
          payment, based upon interest rates and tables, and factors approved by
          the Committee and set forth in Appendix A attached hereto; provided
          that in the event a Change in Control has occurred, the Committee
          shall not approve any amendment to the interest rates and tables, and
          factors as approved by the Committee and set forth in Appendix A
          immediately prior to the Change in Control, and Appendix A shall not
          thereafter be amended, whether by the Committee or by an amendment to
          this Plan, if such amendment would result in lump sum options under
          the Plan smaller than the lump sum options that would be determined
          using such interest rates and tables, and other factors as were in
          effect immediately prior to the Change in Control, and no such
          amendment to Appendix A or to the Plan shall be effective.

EX-99.18

                                  EXHIBIT 18
 
                                TRUST AGREEMENT

                                    between

                            UNITED STATIONERS INC.,

                                  as settlor,

                                      AND

              AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,

            not in its individual capacity but solely as Trustee of

                          USI EMPLOYEE BENEFITS TRUST,

                          Dated as of __________, 1995

 
     THIS TRUST AGREEMENT ("Agreement") is made as of the ____ day of _____,
1995 between United Stationers Inc., a Delaware corporation (the "Company"), as
settlor, and American National Bank and Trust Company of Chicago, not in its
individual capacity but solely as trustee (herein, together with its permitted
successors in the trusts hereunder, called the "Trustee").

     WHEREAS, Associated Holdings, Inc., a Delaware corporation, and the Company
have entered into an Agreement and Plan of Merger dated as of February 13, 1995
(the "Agreement and Plan of Merger"); and

     WHEREAS, the Board of Directors of the Company has approved the merger of
Associated Holdings, Inc. into the Company (the "Merger"), pursuant to which the
Company will be the surviving corporation; and

     WHEREAS, at the effective time of the Merger, certain of the officers,
other employees and retirees of the Company may have certain "Contract Rights"
(as hereinafter defined) with respect to severance payments, executive
compensation, indemnities, life insurance policies, payments for medical
insurance and expenses, fringe benefits and other employee benefits; and

     WHEREAS, to secure the provision to such employees of their respective
employee benefits the Company has caused the LOC (hereinafter defined) to be
issued to the Trustee; and

     WHEREAS, the Company and the Trustee desire to specify the terms and
conditions pursuant to which the Trustee shall hold the LOC and manage other
security from time to time comprising the Trust Estate;

     NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Company and the Trustee agree as follows:


                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

     SECTION 1.1    General.
                    ------- 
 
     For the purpose of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the terms defined in this Agreement
include the plural as well as the singular, the words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or other subdivision, and Section
references refer to Sections and subsections of this Agreement.  Other terms not
defined in this Article are defined elsewhere in this Agreement.

     SECTION 1.2    Specific Terms.
                    -------------- 

     "Accountant" means, for any Beneficiary, any firm of independent public
accountants of national reputation retained by such Beneficiary to certify as to
certain matters specified in this Agreement.  For purposes hereof, firms of
independent public accountants of national reputation 

                                       1

 
means Price Waterhouse, Ernst & Young, Arthur Andersen LLP, KPMG Peat Marwick,
Coopers & Lybrand and Deloitte Touche LLP.

     "Agreement" means this Trust Agreement as originally executed and, if from
time to time supplemented or amended by one or more amendments entered into
pursuant to the applicable provisions hereof, as so supplemented or amended.

     "Arbitrator" means the Person selected under the terms and provisions of
any Officer Beneficiary's Employment Agreement to arbitrate disputes concerning
the Company's obligation to provide Stay Bonus Benefits to such Officer
Beneficiary.

     "Base Salary Payment" means, for each Officer Beneficiary, the amount so
identified on the Schedule of Benefits.

     "Beneficiary" means an individual listed in the Schedule of Benefits,
except as expressly herein otherwise provided.

     "Business Day" means any day other than (a) a Saturday or a Sunday, or (b)
another day on which banking institutions in Chicago, Illinois, or New York, New
York, are authorized or obligated by law, executive order, or governmental
decree to be closed.

     "Closing Date" means the closing date as defined in the Agreement and Plan
of Merger.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Company" means United Stationers Inc., a Delaware corporation, its
successors and assigns.

     "Company Medical Plan" means the Medical Plan Document For United
Stationers Inc. (Plan Document No. 30401A), as may be amended from time to time
by the Company.

     "Consulting Benefits" means, for Spungin, the base salary and consulting
compensation amounts set forth on the Schedule of Benefits.

     "Contract Benefits" means, for any Beneficiary, such Beneficiary's right,
title and interest in and to all amounts, contingent or vested, which have or
may become payable as Consulting Benefits, Severance Benefits, Stay Bonus
Benefits, Transition Services Payment, Transition Benefits, Parachute Indemnity
Benefits, Life Insurance Benefits or Medical Benefits to such Beneficiary.

     "Covered Medical Expenses" means those medical expenses which are
considered deductible under section 213 or any successor provision of the Code
(without regard to any applicable threshold for deductibility).

     "Dependent" means those persons considered to be covered dependents under
the Company Medical Plan.

     "Designated Beneficiaries" means the following Beneficiaries: Joel D.
Spungin and Melvin L. Hecktman. After the resignation, disability or death of
any Designated Beneficiary, such

                                       2

 
Designated Beneficiary's legal representative shall succeed him as one of the
Designated Beneficiaries upon furnishing notice of his legal status to the
Trustee; and if no legal representative of the original Designated Beneficiaries
is willing to serve as a Designated Beneficiary, then 51% or more of all of the
Beneficiaries with surviving Contract Rights shall appoint the Designated
Beneficiaries from time to time by notice to the Trustee.

     "Eligible Investments" means any of the following obligations or
securities, to the extent permitted by law, on which neither the Company nor any
of its affiliates is an obligor:  (a) Government Obligations with a maturity of
not more than 360 days; (b) interest bearing deposit accounts (which may be
represented by certificates of deposit or time deposits) constituting direct
obligations of any Qualifying Institution, which obligations are fully insured
as to principal by either the Bank Insurance Fund or the Savings Association
Insurance Fund, each administered by the Federal Deposit Insurance Corporation
or, if not so insured, are fully collateralized with Government Obligations
(provided, any such Government Obligations must be held by a trustee who is not
the provider of the collateral or by any Federal Reserve Bank or Depositary as
custodian for the institution issuing such deposits, and such trustee shall have
a perfected lien in the Government Obligations serving as collateral, and such
collateral shall be free of all third party liens); and (c) interests in any
money market fund or trust, the investments of which are restricted to
obligations described in clauses (a) or (b) of this definition, provided that
such trust or money market fund is rated at the time of purchase in any of the
two highest rating categories for unit investment trusts or money market funds
by at least two Rating Agencies and may hold a de minimis amount of investments
which are not described in clause (a) or (b) above.

     "Eligible Issuer" means The Chase Manhattan Bank, National Association,
and, if not such bank, then any other depositary institution or trust company
organized under the laws of the United States or any one of the states thereof,
which may include the Trustee and its affiliates, and which at all times has a
rating for investment purposes of not less than "A" or "P-1" by Moody's or "A"
or "A-1" by S&P or "A" or "F-1" by Fitch or a comparable rating by another
Rating Agency, meeting the following criteria: (a) its capital and surplus are
in excess of $200,000,000, (b) its deposits are insured to the full extent
permitted by law by the Federal Deposit Insurance Corporation and (c) it is
subject to supervision and examination by Federal or state authorities. If such
depository institution publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

     "Eligible Trustee" means American National Bank and Trust Company of
Chicago, any institution capable of serving as an Eligible Issuer or any trustee
selected by the Company with the approval of the Designated Beneficiaries.

     "Employment Agreements" means, for any Officer Beneficiary, the employment
agreements, termination agreements and other written agreements between such
Officer Beneficiary and the Company in effect as of February 13, 1995, including
amendments to such agreements, if any, after the consummation of the
contemplated transactions on the Closing Date.

     "Evidence of Payment" means, for purposes of evidencing to the Trustee the
payment or other satisfaction of Contract Benefits, (a) a copy of the Company's
or Beneficiary's cancelled check 

                                       3

 
or other form of verifiable payment in respect of the benefits in question, or
(B) any written waiver signed by a Beneficiary and the Company relating to the
Contract Benefits in dispute.

     "Excise Tax" means the tax imposed by section 4999 or any successor
provision of the Code.

     "Expiration Date" means, for each Officer Beneficiary, the date of
expiration of his Term of Employment, either the date disclosed by the Company
to the Trustee within thirty (30) days after the date of this Agreement, or, if
the Trustee fails to receive such notice, the date which is one (1) year after
the date of this Agreement.

     "Final Determination" means a written binding decision or finding by the
Arbitrator resolving factual or legal disputes concerning an Officer
Beneficiary's entitlement to Stay Bonus Benefits.

     "Fitch" means Fitch Investors Service, a corporation organized and existing
under the laws of the State of Delaware, its successors and their assigns.

     "Government Obligations" means the direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed as to full
and timely payment by the full faith and credit of, the United States of
America.

     "Gross-up Payment" means the gross-up payment as defined in Section 16 of
the Spungin Agreement.

     "Hewson" means Mr. Jeffrey K. Hewson.

     "Life Insurance Benefits" means, for any Beneficiary entitled thereto, the
aggregate amount which such Beneficiary may obtain from the Trustee to pay
premiums required from time to time to be paid to keep the Life Insurance
Policies in full force and effect, as set forth on the Schedule of Benefits.

     "Life Insurance Policies" means, for Spungin and Allen B. Kravis, their
respective split dollar life insurance policies, identified on the Schedule of
Benefits, and the individual conversion policies they may hereafter obtain under
the group term life insurance policy maintained from time to time by the
Company.  For Spungin, Life Insurance Policies shall also mean that certain life
insurance policy, insuring Spungin's life and naming the Company as a
beneficiary, which is intended to fund the survivor benefits to Spungin's spouse
required under section 14(c) of the Spungin Agreement.

     "LOC" means an irrevocable, unconditional letter of credit issued by an
Eligible Issuer, substantially in the form of Schedule 1 hereto, in an amount
equal to the LOC Amount.

     "LOC Amount" means initially $24 million and thereafter the outstanding
amount under the LOC from time to time after giving effect to the provisions of
Sections 3.5 and 3.6.

     "LOC Draw Event" means (a) the Trustee receives written notice or an
opinion of counsel to the effect that there is a threat of a failure of the LOC
Issuer to honor drafts on the LOC presented by the Trustee arising from the
purported subjection of LOC Proceeds to the jurisdiction of any bankruptcy
trustee in proceedings involving the Company or the pending or threatened
insolvency or failure of the LOC Issuer, (b) the occurrence of a Non-Renewal
Event or (c) the 

                                       4

 
Trustee receives written notice or an opinion of counsel to the effect that a
Sale or Merger Transaction has occurred.

     "LOC Issuer" means the depository institution or trust company issuing the
LOC from time to time held by the Trustee pursuant to this Agreement.

     "LOC Proceeds" means the amounts from time to time paid to the Trustee by
the LOC Issuer as a result of draws made on the LOC.

     "LOC Termination Date" means the earliest of (a) the date on which all
Beneficiaries (or the executor, administrator or legal representative of a
Beneficiary who has become incompetent, disabled or died) with surviving
Contract Rights have delivered to the Trustee waivers of their rights as
Beneficiaries in the form of Schedule 2 hereto, or (b) the date which is thirty
(30) days after the Company's Accountant delivers an audited consolidated
balance sheet (as filed with the Securities and Exchange Commission or as
otherwise distributed to the stockholders of the Company) to the Trustee for the
Company's two (2) most recent fiscal years, prepared in accordance with
generally accepted accounting principles consistently applied with past
practices of the Company, showing that the stockholders' equity of the Company
(excluding the value of any preferred stock or treasury shares) in each of such
years was at least $250 million, (c) the date, occurring after the date of death
of the last surviving Beneficiary known to the Trustee, on which no notice of
any Unpaid Claim has been submitted to the Trustee by any Beneficiary then
entitled to request a draw on the LOC in respect of such Unpaid Claim or (d) the
date which is thirty (30) years after the date of this Agreement.

     "Managing Beneficiaries" shall have the meaning set forth in Section
3.8(b).

     "Marilyn" means Marilyn G. Spungin.

     "Medical Benefits" means the benefits to be provided to the Officer
Beneficiaries pursuant to Section 3.1(f) hereof and to Spungin, Marilyn and/or
Barbara Savage pursuant to Section 3.1(g) hereof.

     "Moody's" shall mean Moody's Investors Service, Inc., a corporation
organized and existing under the laws of the State of Delaware, its successors
and their assigns.

     "Non-Renewal Event" means, in the event that the LOC Issuer gives notice
that it is unwilling to permit the automatic, annual renewal of the LOC at the
LOC Amount then required by the Trustee pursuant to Section 3.5 hereof or is
otherwise intending to terminate its obligations under the LOC, or in the event
that the LOC Issuer fails to remain qualified as an Eligible Issuer, the failure
of the Company to provide to the Trustee a new LOC issued by an Eligible Issuer,
substantially in the form of the old LOC at the LOC Amount then required by the
Trustee pursuant to Section 3.5 hereof, at least thirty (30) days prior to the
stated expiration date of the old LOC (in case of threatened non-renewal) or
within sixty (60) days after the LOC Issuer fails to qualify as an Eligible
Issuer.

     "Officer Beneficiaries" means the Beneficiaries identified as such on the
Schedule of Benefits.

                                       5

 
     "Officer Medical Beneficiaries" means the Beneficiaries identified as such
on the Schedule of Benefits.

     "Parachute Indemnity Benefits" means the payment of the Gross-Up Payment to
Spungin and, if pursuant to the Spungin Agreement the Company undertakes the
defense or settlement of any assessment or threatened assessment by the Internal
Revenue Service of the Excise Tax, the indemnification and hold harmless of
Spungin against all liabilities and other amounts as set forth in Section 16 of
the Spungin Agreement sustained by Spungin as a result of or arising out of or
by virtue of the Company's undertaking.

     "Parachute Reservation" means the sum of Two Million Nine Hundred Seven
Thousand Dollars ($2,907,000) reserved in the LOC Amount to ensure payment of
Parachute Indemnity Benefits.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust or
unincorporated organization.

     "Plan of Liquidation" means a plan (including by operation of law) that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously) (a) the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the referent Person otherwise than as an entirety or substantially as an
entirety and (b) the distribution of all or substantially all of the proceeds of
such sale, lease, conveyance or other disposition and all or substantially all
of the remaining assets of the referent Person to the holders of the capital
stock, shares, interests, participations, rights in or other equivalents of the
referent Person.

     "Rating Agency" shall mean Fitch or Moody's or S&P, or any other recognized
national credit rating agency of comparable standing, which provides a rating
for any specified Investment Securities or Qualifying Institution.

     "Register" means the list to be maintained by the Trustee containing the
names, mailing addresses and telephone numbers of the Beneficiaries, their
spouses and dependents.

     "Reinvestment Income" means any interest or other earnings earned on all or
part of the Trust Estate.

     "Retiree Beneficiaries" means the Beneficiaries identified as such on the
Schedule of Benefits.

     "Retiree Medical Beneficiaries" means the Beneficiaries identified as such
on the Schedule of Benefits.

     "Sale or Merger Transaction" means a single transaction or series of
transactions pursuant to which the Company consolidates or merges with or into
any Person, or sells, assign, transfers, leases, conveys or otherwise disposes
of (or causes or permits any of the Company's Subsidiaries to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of the
Company's and its Subsidiaries' assets (determined on a consolidated basis) to
any Person, or adopts a Plan of Liquidation and, as a result of such transaction
or series of transactions: (a) the 

                                       6

 
Company is not the surviving or continuing corporation or (b) the Person (if
other than the Company) formed by such consolidation or into which the Company
is merged or the Person who acquires by conveyance, transfer or lease the
properties of the Company substantially as an entity or, in the case of a Plan
of Liquidation, or Person to which assets of the Company have been transferred,
is not a corporation organized and validly existing under the laws of the United
States of America or any State thereof and/or fails to expressly assume, by
written instrument (in form and substance satisfactory to the Designated
Beneficiaries), executed and delivered to the Trustee, the due and punctual
payment of all obligations and performance of all covenants under the Spungin
Agreement, the Employment Agreements, the Company Medical Plan and this Trust
Agreement on the part of the Company to be performed and observed. For purposes
of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or series of transactions) of all or substantially all of the
assets of one or more of the Subsidiaries of the Company, the capital stock of
which constitutes all or substantially all of the assets of the Company, shall
be deemed to be a transfer of all or substantially all of the assets of the
Company.

     "S&P" shall mean Standard & Poor's Corporation, a corporation organized and
existing under the laws of the State of New York, its successors and their
assigns.

     "Schedule of Benefits" means the schedule attached as Schedule 3 hereto.

     "Severance Benefits" means, for each Retiree Beneficiary, those amounts
which are due and owing from the Company to such Retiree Beneficiary, as set
forth on the Schedule of Benefits.

     "Stay Bonus Benefits" means, for each Officer Beneficiary, those amounts
which may become due and owing from the Company to such Officer Beneficiary,
as set forth on the Schedule of Benefits.

     "Stay Bonus Start Date" means, for each Officer Beneficiary, the earlier of
(a) the Expiration Date or (b) the date on which an Officer Beneficiary gives
notice to the Trustee in the form of Schedule 4 (or Schedule 4A in the case of
Hewson) hereto, unless such date is contested by the Company, as provided in
Section 3.1(b) and (c) hereof, in which event the Stay Bonus Start Date shall be
determined as provided by the Final Determination, except that Hewson may
advance his Stay Bonus Start Date by giving notice to the Trustee as provided in
Section 3.1(c)(v).

     "Spungin" means Mr. Joel D. Spungin.

     "Spungin Agreement" means the Amended and Restated Employment and
Consulting Agreement dated as of April 15, 1993 by and among the Company, United
Stationers Supply Co. and Spungin, as further amended as of February 13, 1995.

     "Subsidiary" of any Person means (a) a corporation a majority of whose
Voting Stock is at the time, directly or indirectly, owned by such Person, by
one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person or (b) any other Person (other than a corporation)
in which such Person, a Subsidiary of such Person or such Person and one or more
Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, have at least a majority ownership interest.

                                       7

 
     "Term of Employment"  has the meaning, for each Officer Beneficiary, set
forth in his respective Employment Agreement.

     "Transition Benefits" means the benefits to be provided to Retiree Medical
Beneficiaries and Officer Medical Beneficiaries pursuant to Section 3.1(e)
hereof, as set forth on the Schedule of Benefits.

     "Transition Services Payment" means, for Hewson, the payment identified as
such on the Schedule of Benefits.

     "Trust" means the USI Employee Benefits Trust established pursuant to the
terms of this Agreement.

     "Trust Account" means the trust account established by the Trustee pursuant
to Section 2.4(a) hereof.

     "Trust Funds" means, at any time, the amount of funds in the Trust Account
including any Reinvestment Income thereon.

     "Unpaid Claim" means, for any Beneficiary, a Contract Benefit which has
become due and owing to such Beneficiary.

     "Voting Stock" means, with respect to any Person, securities of any class
or classes of capital stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members of the
board of directors of other governing body of such Person.


                                   ARTICLE II

                          TRUST ESTATE; BANK ACCOUNTS
                          ---------------------------

     SECTION 2.1    Declaration of Irrevocable Trust.
                    -------------------------------- 

     The Trust created hereby is irrevocable.  The Company hereby waives,
releases and discharges all right, power and authority to revoke this Agreement
and the Trust hereby created, or to amend or supplement its terms, except as
expressly provided for in Section 6.4 hereof. The Trustee hereby declares that,
in accordance with the provisions hereof, the Trustee shall hold, manage, invest
and distribute all of the assets now or hereafter constituting the Trust Estate
in trust for the benefit of the Beneficiaries and shall perform the duties
herein required to the best of its ability to the end that the interests of the
Beneficiaries may be adequately and effectively protected.

     SECTION 2.2    The LOC.
                    ------- 

     The Trustee acknowledges its acceptance, simultaneously with the execution
and delivery of this Agreement, of the LOC and declares that it will hold the
LOC and the balance of the Trust Estate for the benefit of the Beneficiaries in
accordance with the provisions hereof.  The Trust Estate shall consist of all of
the following: (a) all rights and benefits accruing to the Trust under this

                                       8

 
Agreement and the LOC; (b) all amounts from time to time on deposit in the Trust
Account and Payment Accounts (as defined in Section 2.4(a) below); (c) all
Reinvestment Income; and (d) all proceeds of the foregoing.

     SECTION 2.3    Conservation of Trust Estate.
                    ---------------------------- 

     The Trustee shall have no power to vary or sell the rights, privileges and
assets constituting the Trust Estate or to carry on any business involving such
assets.  The rights and duties specified for the Trustee herein are granted
solely for the purpose of protecting and conserving the assets constituting the
Trust Estate.

     SECTION 2.4    Trust Account and Payment Accounts.
                    ---------------------------------- 

     (a) On or before the Closing Date, the Trustee shall open and maintain a
trust account for the receipt of LOC Proceeds and Reinvestment Income (the
"Trust Account").  On or before the date that funds will be deposited in, and
for as long as funds remain in, the Trust Account, the Trustee shall open and
maintain separate trust accounts, each designated to a particular Beneficiary
(individually, a "Payment Account" and collectively, the "Payment Accounts").

     (b) The Trust Account and Payment Accounts shall be maintained in the name
of, and at the sole control of, the Trustee for the benefit of the
Beneficiaries.  The Trustee shall hold all amounts deposited into the Trust
Account and Payment Accounts under this Agreement for the benefit of the
Beneficiaries until distribution of any such amounts is accomplished under this
Agreement.  The amounts on deposit in the Trust Account and Payment Accounts (i)
may be maintained as subaccounts of a single master or concentration account if
required or deemed appropriate by the Trustee for investment, administrative or
settlement purposes and (ii) may be commingled for investment, administrative or
settlement purposes so long as the amounts required to be on deposit in such
subaccounts are credited to the proper subaccounts.


                                  ARTICLE III

                         DRAWS ON LOC AND DISTRIBUTIONS
                         ------------------------------

     SECTION 3.1    Benefits Directly Paid by the Trustee.
                    ------------------------------------- 

     (a) With respect to the Severance Benefits payable to Retiree
Beneficiaries, the Trustee shall draw on the LOC, five (5) Business Days prior
to the first day of _____, 1995 [insert first day of month following the Closing
Date] and the first day of each month thereafter, in an amount sufficient to pay
the Severance Benefits due to such Beneficiaries on the first day of each
ensuing month until all such Severance Benefits are made.  After drawing on the
LOC to accomplish such payments, the Trustee shall immediately deposit the LOC
Proceeds in the Trust Account, transfer the sums due to each Retiree Beneficiary
to such Beneficiary's Payment Account and then distribute to the Retiree
Beneficiaries the amounts in their respective Payment Accounts.

     (b)  (i)  The Company shall deliver to the Trustee, within thirty (30) days
after the date of this Agreement, a notice listing all of the Officer
Beneficiaries and their respective Expiration Dates.  If, for any Officer
Beneficiary, such Expiration Date is not designated by the 

                                       9

 
Company within thirty (30) days after the date of this Agreement, then the
Expiration Date for such Officer Beneficiary shall be date which is the first
anniversary of the date of this Agreement.

          (ii) Any Officer Beneficiary may submit a notice in the form of
Schedule 4 hereto, except that Hewson shall submit his notice in the form of
Schedule 4A hereto (in each case, the "Start Notice") to the Trustee either
claiming the commencement of his Stay Bonus Benefits or seeking his Base Salary
Payment. Within ten (10) days after the receipt thereof, the Trustee shall
furnish a copy thereof to the Company.

          (iii) If the Start Notice seeks payment of the Base Salary Payment,
the Trustee shall draw on the LOC in an amount equal to three times the Base
Salary Payment set forth on the Schedule of Benefits for such Officer
Beneficiary (other than Hewson). After drawing on the LOC to accomplish such
payment, the Trustee shall promptly deposit the LOC Proceeds in the Trust
Account, transfer the sums due to the Officer Beneficiary to his Payment Account
and then distribute to the Officer Beneficiary the amount in his Payment
Account.

     (c)  (i)  If the Start Notice of any Officer Beneficiary seeks payment of
Stay Bonus Benefits, then the Company, within ten (10) days after service of
such notice, may deliver a notice to the Trustee in the form of Schedule 5
hereto ("Dispute Notice") disputing that the Stay Bonus Start Date should be the
date set forth in the Start Notice.

          (ii) If the Trustee receives a Dispute Notice for any Officer
Beneficiary other than Hewson, the Trustee shall promptly draw on the LOC in an
amount equal to the three times the Base Salary Payment set forth on the
Schedule of Benefits for such Officer Beneficiary. After drawing on the LOC to
accomplish such payment, the Trustee shall promptly deposit the LOC Proceeds in
the Trust Account, transfer the sums due to the Officer Beneficiary to his
Payment Account and then distribute to the Officer Beneficiary the amount in his
Payment Account.

          (iii) If, after delivering a Dispute Notice for any Officer
Beneficiary other than Hewson, the Company does not deliver a Final
Determination to the Trustee within ninety (90) days after the date of
termination of the Officer's Term of Employment specified in the Start Notice,
then as to any Officer Beneficiary except Hewson, on the first day of the month
following the month in which such 90th day occurs, the Trustee shall draw on the
LOC in an amount equal to the portion of the Officer Beneficiary's Stay Bonus
Benefits which would have been paid from the date of termination of the Term of
Employment through such 90th day (assuming that the Stay Bonus Start Date had
been advanced to the date of termination of the Term of Employment), reduced by
the amount, if any, by which three times the Base Salary Payment exceeds the
amount of salary (based on one month's salary being equal to the Base Salary
Payment) which the Officer Beneficiary would have received after the date of
termination of the Term of Employment, if the Term of Employment had not been
terminated prior to its expiration. Thereafter, the Trustee shall draw on the
LOC five (5) Business Days prior to the first day of each ensuing month in an
amount sufficient to pay the Stay Bonus Benefits due to such Officer Beneficiary
on the first day of the month after each such draw until all such Stay Bonus
Benefits are made; provided, however, if the Company shall deliver to the
Trustee a Final Determination that the termination of the Term of Employment was
without good reason or for cause, as the case may be applicable, the Trustee
shall promptly refrain, as directed by the Final Determination, from making all
or any portion of the remaining payments of Stay Bonus Benefits shown to be due
to such Officer Beneficiary in the Schedule of Benefits.

                                      10

 
          (iv) If the Trustee receives a Dispute Notice concerning Hewson, the
Trustee shall draw on the LOC, in an amount equal to the Base Salary Payment set
forth on the Schedule of Benefits for Hewson, five (5) Business Days prior to
(a) the first day of the month after the month in which the Dispute Notice is
received and (b) the first day of each ensuing month, until a Final
Determination is delivered to the Trustee. After drawing on the LOC to
accomplish such payment, the Trustee shall promptly deposit the LOC Proceeds in
the Trust Account, transfer the sums due to Hewson to his Payment Account and
then distribute to Hewson the amount in his Payment Account.

          (v) If, however, Hewson gives notice to the Trustee in the form of
Schedule 6 hereto of his termination of the Term of Employment prior to the date
that the dispute is finally determined, then, on the first day of the month
following the month in which Hewson gives his notice, the Trustee shall draw on
the LOC, in an amount equal to Hewson's Stay Bonus Benefits which would have
been paid from the date of termination of the Term of Employment through the
date of his notice to the Trustee (assuming that his Stay Bonus Start Date had
been advanced to the date of termination of the Term of Employment). Thereafter,
the Trustee shall draw on the LOC five (5) Business Days prior to the first day
of each ensuing month in an amount sufficient to pay the Stay Bonus Benefits due
to Hewson on the first day of the month after each such draw until all such Stay
Bonus Benefits are made; provided, however, if the Company shall deliver to the
Trustee a Final Determination that the termination of the Term of Employment was
without good reason or for cause, as the case may be applicable, the Trustee
shall promptly refrain, as directed by the Final Determination, from making all
or any portion of the remaining payments of Stay Bonus Benefits shown to be due
to Hewson in the Schedule of Benefits.

          (vi) If Hewson shall deliver to the Trustee an estimate from his
Accountant concerning an acceleration of Hewson's Stay Bonus Benefits in order
to offset a proposed assessment from the Internal Revenue Service for the Excise
Tax on account of any payments made to Hewson under his Employment Agreement,
then the Trustee shall restate the schedule of Hewson's Stay Bonus Benefits in
accordance with the instruction of Hewson's Accountant and thereafter draw on
the LOC to make distributions of Stay Bonus Benefits to Hewson in accordance
with such revised schedule.

     (d)  (i)  The Trustee shall draw on the LOC, five (5) Business Days prior
to the date which is one hundred eighty (180) days after the date of this
Agreement in an amount equal to the Transition Services Payment.  The Trustee
shall promptly deposit the LOC Proceeds in the Trust Account, transfer such
amount to Hewson's Payment Account and then distribute the funds in Hewson's
Payment Account to Hewson.

          (ii) Subject to the provisions of Section 3.1(b) and (c), the Trustee
shall draw on the LOC, five (5) Business Days prior to the Stay Bonus Start Date
and the first day of each ensuing month, in an amount sufficient to pay the Stay
Bonus Benefits due to each Officer Beneficiary on the first day of the month
after each such draw until all such Stay Bonus Benefits are made. After drawing
on the LOC to accomplish such payments, the Trustee shall promptly deposit the
LOC Proceeds in the Trust Account, transfer the sums due to each Officer
Beneficiary to such Officer Beneficiary's Payment Account and then distribute to
each Officer Beneficiary the amount in his respective Payment Account. If the
Company and the Officer Beneficiary shall amend the amount or timing of payments
in respect of Stay Bonus Benefits under such Officer

                                      11

 
Beneficiary's Employment Agreement, they may jointly so advise the Trustee, in
which event the Trustee shall make the corresponding changes on the Schedule of
Benefits.

     (e) If the Designated Beneficiaries give written notice to the Trustee that
the Company Medical Plan has been terminated, or coverage for Retiree Medical
Beneficiaries or Officer Medical Beneficiaries has ceased, then the Trustee
shall draw on the LOC five (5) Business Days prior to the first day of the month
following the month in which the Company Medical Plan terminates or coverage
ceased (the "Plan Termination Date") and the first day of each ensuing month in
an amount sufficient to pay to the Beneficiaries, listed on the Schedule of
Benefits as entitled to Transition Benefits, the monthly Transition Benefits up
to the applicable amount shown in the Schedule of Benefits for each such
Beneficiary, for the period commencing on the Plan Termination Date and ending:
in the case of Retiree Medical Beneficiaries, on the first to occur of (i) the
later of the date such Beneficiary or spouse of such Beneficiary attains age
sixty-five (65), or (ii) in the event of the death of such Retiree Medical
Beneficiary, the date the spouse of such Retiree Medical Beneficiary attains age
sixty-five (65), or (iii) the end of the eighteen (18) month period commencing
on the Plan Termination Date, and, in the case of Officer Medical Beneficiaries,
on the first to occur of (i) the later of the date such Officer Medical
Beneficiary or spouse of such Officer Medical Beneficiary attains age sixty-five
(65), or (ii) in the event of the death of such Beneficiary, the date the spouse
of such Officer Medical Beneficiary attains age sixty-five (65), or (iii) the
end of the eighteen (18) month period commencing on the Plan Termination Date,
or (iv) December 31, 1998.

     (f) If the Company Medical Plan has been terminated or coverage for any
Officer Medical Beneficiary has ceased, any Officer Medical Beneficiary may
submit medical bills or seek to be reimbursed for Covered Medical Benefits, by
delivery of copies of the medical bills or Evidence of Payment to the Trustee,
subject to the following terms and conditions:

          (i) such Officer Medical Beneficiary (or any of his covered Dependents
     as of the termination of the Company Medical Plan), whichever is seeking
     reimbursement for Covered Medical Expenses, if covered by a medical plan
     maintained by the then current employer of such Officer Medical Beneficiary
     or a medical plan maintained by the employer of the spouse of such Officer
     Medical Beneficiary, has exceeded the lifetime maximum benefit provided in
     such plan;

          (ii) payment or reimbursement for such claims submitted by the Officer
     Medical Beneficiary shall not exceed the lesser of the following amounts:

               a.   a maximum of $300,000 for the Officer Medical Beneficiary
                    (and all covered Dependents of such Officer Medical
                    Beneficiary as of the termination of the Company Medical
                    Plan or the date of cessation of coverage under the Company
                    Medical Plan); or

               b.   an amount which exceeds $700,000 (on an aggregate basis) for
                    the entire Officer Medical Beneficiary group (including all
                    covered Dependents of such Officer Medical Beneficiary group
                    as of the termination of the Company Medical Plan or date of
                    cessation of coverage); and

                                      12

 
          (iii)  payment or reimbursement for such claims by the Officer Medical
     Beneficiaries shall be made for the period commencing on the date the
     Company Medical Plan terminates and ending on the first to occur of:

               a.   the later of the date such Officer Medical Beneficiary or
                    spouse of such Officer Medical Beneficiary attains age
                    sixty-five (65);

               b.   in the event of the death of the Officer Medical
                    Beneficiary, the date the spouse of such Officer Medical
                    Beneficiary attains age sixty-five (65);

               c.   the end of the eighteen (18) month period commencing on the
                    Plan Termination Date or date of cessation of coverage; or

               d.   December 31, 1998.

     (g) The Trustee shall draw on the LOC from time to time in such amount as
will pay the cost of premiums for primary medical insurance policies for Barbara
Savage, Spungin and Marilyn, in case the Company Medical Plan has been
terminated or any of them cease to be eligible under the Company Medical Plan,
until each such Beneficiary shall have become eligible for Medicare, and
thereafter the Trustee shall draw on the LOC from time to time in such amount as
will pay the premiums on any medical insurance policies which are supplemental
to Medicare for the rest of their respective lives, up to maximum benefit for
such premiums as set forth on the Schedule of Benefits; provided, however, if
prior to Marilyn's or Spungin's becoming eligible for Medicare, the Company has
not maintained a health insurance conversion policy, then the Trustee, upon
request therefor by Spungin or Marilyn, shall draw on the LOC in the amount of
$242,701 (in the aggregate for Spungin and Marilyn and without regard to the
payment of premiums), deposit the LOC Proceeds in the Trust Account, transfer
funds in such amount to the Payment Account of Spungin or Marilyn, as
applicable, and distribute the funds in such Payment Account to Spungin or
Marilyn, as applicable, and, this payment shall be separate and in addition to
any amounts distributable to them in the remaining provisions of this Section
3.1(g). The Trustee shall also draw on the LOC from time to time in such amount
as will pay the premiums on any medical insurance policies for Thelma Hecktman
which are supplemental to Medicare for the rest of her life, up to maximum
benefit for such premiums as set forth on the Schedule of Benefits. After
drawing on the LOC to accomplish such payments, the Trustee shall immediately
deposit the LOC Proceeds in the Trust Account, transfer the sums due to these
Beneficiaries to their respective Payment Accounts and then distribute to these
Beneficiaries the amount in their respective Payment Accounts. In addition, if
the Company Medical Plan has been terminated, Barbara Savage, Spungin and
Marilyn may submit invoices or seek to be reimbursed for Covered Medical
Benefits, by delivery of copies of the invoices or Evidence of Payment to the
Trustee, subject to the following terms and conditions:

          (i) Barbara Savage, Spungin or Marilyn, as the case may be, whichever
     is seeking reimbursement for Covered Medical Expenses, if covered by a
     medical insurance policy, has exceeded the lifetime maximum benefit
     provided in such policy;

          (ii) reimbursement for such claims shall not exceed (A) in the case of
     Barbara Savage, a lifetime maximum of $1 million and (B) in the case of
     Spungin and Marilyn, a lifetime maximum of $1 million each.

     (h) The Designated Beneficiaries shall identify to the Trustee the names of
all Dependents following a termination of the Company Medical Plan in order that
the Trustee may apply the foregoing provisions of Sections 3.1(f) and (g).  To
demonstrate eligibility for distributions under Sections 3.1(f) or (g), a
Beneficiary may be required to certify to the Trustee whether such Beneficiary
is covered by a medical insurance plan or policy and has exceeded a lifetime
maximum benefit thereunder.  The Company and/or the Designated Beneficiaries
shall advise the Trustee of 

                                      13

 
the Plan Termination Date. The Trustee shall be entitled to rely on such
certification but shall request such additional confirmation as the Designated
Beneficiaries shall deem appropriate and communicate to the Trustee in writing.
Any Beneficiary desiring to submit medical bills or Evidence of Payment to the
Trustee shall attach such items to a notice in the form of Schedule 7 hereto.
Upon receipt of any notice accompanied by medical bills or Evidence of Payment
in respect of Covered Medical Expenses for which the terms and conditions stated
in Section 3.1(f) or (g) above are satisfied, the Trustee shall promptly draw on
the LOC in an amount sufficient to pay the amount of the Covered Medical
Expenses set forth in the Beneficiary's claim. After drawing on the LOC to
accomplish such payment, the Trustee shall promptly deposit the LOC Proceeds in
the Trust Account, transfer the sums due to the Beneficiary to his Payment
Account and then distribute to the Beneficiary the amount in his Payment
Account.

     SECTION 3.2    Parachute Indemnity Benefits.
                    ---------------------------- 

     (a) If Spungin shall receive notice of a proposed assessment from the
Internal Revenue Service for the Excise Tax, he shall deliver a notice to the
Trustee, in the form of Schedule 8 hereto, accompanied by a schedule prepared by
Spungin's Accountant estimating the amount of the Gross-Up Payment.  The
Trustee, within ten (10) days after receipt of such notice and schedule
(collectively, the "Request for Indemnity"), shall furnish a copy thereof to the
Company.

     (b) If, within thirty (30) days after service of the Request for Indemnity,
the Company deposits with the Trustee a fully executed, original indemnity
agreement between the Company and Spungin in the form of Schedule 9 hereto (the
"Spungin Indemnity Agreement"), then the Parachute Reservation shall limit
reductions in the LOC Amount pursuant to Section 3.5(b) hereof.  If Spungin at
any time thereafter shall tender a notice to the Trustee in the form of Schedule
10 hereto (the "Parachute Notice"), then the Trustee, within ten (10) days after
service of such notice, shall furnish a copy thereof to the Company.  Unless the
Company, within thirty (30) days after service of the Trustee's notice, has
delivered to the Trustee a signed release from Spungin in the form of Schedule
11 hereto, then on the thirty-first (31st) day after service of the Trustee's
notice (or the first Business Day thereafter if such day is not a Business Day),
the Trustee shall draw on the LOC (if the LOC has not previously been drawn in
full) in the amount requested by Spungin in the Parachute Notice up to the
Parachute Reservation and deposit the LOC Proceeds in the Trust Account. The
Trustee shall promptly transfer funds in such amount from the Trust Fund to
Spungin's Payment Account and distribute the funds in Spungin's Payment Account
to Spungin. Upon such distribution to Spungin, the Parachute Reservation shall
cease to limit reductions in the LOC Amount.

     (c) If, within thirty (30) days after service of the Request for Indemnity,
the Company fails to deposit with the Trustee a fully executed, original
counterpart of the Spungin Indemnity Agreement, then, on the thirty-first (31st)
day after service of the Request for Indemnity (or the first Business Day
thereafter if such day is not a Business Day), the Trustee shall draw on the LOC
(if the LOC has not previously been drawn in full) in an amount equal to the
estimated Gross-Up Payment shown in the Request for Indemnity and deposit the
LOC Proceeds into the Trust Account, but in no event shall the Trustee draw on
the LOC, in respect of the Gross-Up Payment, a sum greater than the Parachute
Reservation.  The Trustee shall promptly transfer funds, equal in amount to the
amount of LOC Proceeds drawn in respect of the Gross-up Payment, from the Trust
Account to the Spungin's Payment Account and distribute the funds in Spungin's
Payment 

                                      14

 
Account to Spungin. Upon such distribution to Spungin, the Parachute Reservation
shall cease to limit reductions in the LOC Amount.

     SECTION 3.3    Spungin's Consulting Benefits.
                    ----------------------------- 

     The Trustee shall draw on the LOC, five (5) Business Days prior to the
first day of _____, 1995 [insert first day of month following Closing Date] and
the first day of each month thereafter, in an amount sufficient to pay the
Consulting Benefits due to Spungin on the first day of each ensuing month until
all such Consulting Benefits are made.  After drawing on the LOC to accomplish
such payments, the Trustee shall promptly deposit the LOC Proceeds in the Trust
Account, transfer the sums due to Spungin to his Payment Account and then
distribute to Spungin the amounts in his Payment Account.  If the Company and
Spungin amend the payment schedule for his Consulting Benefits and jointly
notify the Trustee, the Trustee shall make corresponding changes to the Schedule
of Benefits and adjust the draws made on the LOC to pay Consulting Benefits in
accordance with such changes.

     SECTION 3.4    Life Insurance Benefits.
                    ----------------------- 

     The Trustee shall draw on the LOC in a timely manner and in an amount
sufficient to pay the premiums on each Life Insurance Policy before the same
become delinquent.  After such draw on the LOC, the Trustee shall deposit the
LOC Proceeds in the Trust Account of Spungin or Kravis, as applicable, and then
transfer from the Trust Account to their respective Payment Accounts the amounts
each requires to pay the premiums on their respective Life Insurance Policies,
up to the maximum amount set forth on the Schedule of Benefits, and, in the case
of Kravis, limited to the period ending on the fourth anniversary of the Closing
Date.

     SECTION 3.5    Reductions to the LOC Amount.
                    ---------------------------- 

     (a) The initial amount of the LOC shall be $24 million and shall reduce by
the amount of any draws on the LOC.

     (b) Effective as of ____________________[insert date which is the first
Business Day after the third anniversary of the date of this Agreement], the
Trustee shall instruct the LOC Issuer to reduce the LOC Amount by the amount
which (a) the total Stay Bonus Benefits shown on the Schedule of Benefits for
Officer Beneficiaries other than Hewson exceed (b) the actual amount of Stay
Bonus Benefits previously distributed by the Trustee to Officer Beneficiaries
other than Hewson pursuant to the terms of this Agreement.

     (c) Effective as of ____________________[insert date which is the first
Business Day after the fourth anniversary of the date of this Agreement], the
Trustee shall instruct the LOC Issuer to reduce the LOC Amount by the amount
which (a) the total Stay Bonus Benefits shown on the Schedule of Benefits for
all Officer Beneficiaries exceed (b) the actual amount of Stay Bonus Benefits
previously distributed by the Trustee to all Officer Beneficiaries pursuant to
the terms of this Agreement.

                                      15

 
     (d) Effective as of ____________________[insert date which is beyond any
applicable liability for the Excise Tax], provided no defense of a proposed
assessment of liability for the Excise Tax is then pending, the Trustee shall
instruct the LOC Issuer to reduce the LOC Amount by the amount of the Parachute
Reservation (unless still required under Section 3.2 hereof), as set forth on
the Schedule of Benefits.

     (e) Notwithstanding the provisions of Sections 3.5(b), (c) and (d), at such
time as a reduction in the LOC is otherwise permitted, if the Designated
Beneficiaries have given notice to the Trustee on or before such date under
Section 5.10(f) hereof, or if the Trustee shall have drawn on the LOC to obtain
payment of its fees and expenses, then the Trustee shall offset the reduction
otherwise permitted in Sections 3.5(b), (c) and (d) by the amount claimed by the
Designated Beneficiaries in such Section 5.10(f) notice and by the amount of the
Trustee's draws on the LOC for payment of the Trustee's fees and expenses.

     (f) Effective as of the LOC Termination Date, the Trustee shall instruct
the LOC Issuer to reduce the LOC Amount to zero and shall cancel the LOC and
return it to the LOC Issuer.

     SECTION 3.6  LOC Draw Event.
                  -------------- 

     If an LOC Draw Event shall occur, the Trustee shall draw on the LOC prior
to its stated expiration date and as soon as possible if the Trustee has been
notified there is a reasonable basis to conclude that a delay in drawing on the
LOC might result in the draw being dishonored by the LOC Issuer.  After a draw
of the outstanding LOC Amount, the Trustee shall deposit the LOC Proceeds in the
Trust Account. The Trustee shall allocate the LOC Proceeds among all
Beneficiaries entitled to receive distributions in accordance with the
provisions of Section 3.7 hereof, except that for purposes of applying Section
3.7, all Severance Benefits, Transition Services Payment, Stay Bonus Benefits
and Consulting Benefits which could become due and payable shall be deemed
immediately due and payable, and the amount of the estimated Gross-up Payment
for Spungin shall also be deemed due and payable if the Internal Revenue Service
has asserted that all or a portion of the Consulting Benefits are subject to the
Excise Tax.  The Trustee shall then transfer funds from the Trust Account to
each Beneficiary's Payment Account in an amount equal to such Beneficiary's
share determined in the foregoing manner and then distribute the funds in the
Payment Accounts to the Beneficiaries thereof. Any Trust Funds remaining after
the distributions in respect of the foregoing Contract Benefits and which are
not then distributable to Beneficiaries for contingent Contract Benefits (i.e.,
Parachute Indemnity Benefits (if no proposed assessment is pending), Transition
Benefits and Medical Benefits) shall remain in the Trust Account, invested in
Eligible Investments, until otherwise disposed of in accordance with the terms
hereof.

     SECTION 3.7  Insufficiency of Trust Estate.
                  ----------------------------- 

     (a) The Trustee shall attempt to make all distributions of Trust Funds in
accordance with the procedures set forth in this Agreement.  If at any time the
Trustee, after making all permitted draws on the LOC, is unable to pay from
Trust Funds all amounts which have become payable to Beneficiaries or other
parties (by decision of the Arbitrator or otherwise as herein provided), then
the remaining Trust Funds shall be paid in the following order of priority:

          (i) first, in respect of Consulting Benefits, Parachute Indemnity
     Benefits, Severance Benefits, Transition Services Payment and Stay Bonus
     Benefits, to the 

                                      16

 
     Beneficiaries entitled to payment, pro rata among such Beneficiaries in
     proportion to their respective Unpaid Claims;

          (ii) second, in respect of Life Insurance Benefits, to Spungin;

          (iii)  third, in respect of Life Insurance Benefits, to Allen B.
     Kravis;

          (iv) fourth, in respect of Medical Benefits and Transition Benefits,
     to all Beneficiaries then entitled to payment, pro rata among such
     Beneficiaries in proportion to their respective Unpaid Claims.

     (b) Notwithstanding anything to the contrary which may be inferred from the
terms of this Agreement, no draw on the LOC shall be required as a condition for
the transfer of funds from the Trust Account to the Payment Account of any
Beneficiary, if the entire LOC Amount has previously been drawn; and, in such
event, the Trustee shall make transfers of Trust Funds already in the Trust
Account to any Payment Account to pay Contract Benefits which have become due
and payable.

     SECTION 3.8    Remedies If Draw is Dishonored.
                    ------------------------------ 

     (a) In case any draw on the LOC is dishonored, the Trustee, after being
indemnified as provided in subparagraph (b) below, shall proceed to protect and
enforce its rights and the rights of the Beneficiaries under this Agreement by a
suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee or the Beneficiaries.

     (b) In case any draw on the LOC is dishonored, those Beneficiaries desiring
the Trustee to take action to enforce and conserve the Trust Estate, shall offer
to provide the Trustee such reasonable indemnity as the Trustee may require
against the costs, expenses, and liabilities to be incurred (as estimated by the
Trustee) by instituting any suit, action, or proceeding in equity or at law upon
or under or with respect to the LOC. Each such Beneficiary shall subscribe for
the estimated costs, expenses and liabilities likely to be incurred by the
Trustee in the ratio which its share of any expected recovery bears to the
entire recovery, as agreed among such Beneficiaries, or in the absence of such
agreement, as decided by the Trustee in its discretion without liability of any
kind to the Beneficiaries for such decision. Upon establishing the pro rata
shares for the Trustee's indemnity and the payment of any amounts or furnishing
of such security as may be required by the Trustee, such Beneficiaries shall
constitute the "Managing Beneficiaries", each with a vote in proportion to its
subscribed share of the Trustee's indemnity (all votes totalling 100%). Actions
of the Trustee authorized by the Managing Beneficiaries shall require a 51% vote
of the Managing Beneficiaries.

     (c) In case any draw on the LOC is dishonored, the Managing Beneficiaries
with aggregate votes of 51% or more shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that, subject to Section 5.1, the Trustee shall have the 

                                      17

 
right to decline to follow any direction if the Trustee, being advised by
counsel, determines that the action so directed may not lawfully be taken, or if
the Trustee in good faith determines that the action so directed would be
illegal or involve it in personal liability or be unduly prejudicial to the
rights of Beneficiaries not parties to such direction; and provided further that
nothing in this Agreement shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by the Managing Beneficiaries.


                                   ARTICLE IV

                             ACCOUNTING AND REPORTS
                             ----------------------

     SECTION 4.1    Investment of Trust Funds.
                    ------------------------- 

     The Trustee shall invest any funds deposited in the Trust Account in
Eligible Investments in such manner as will most conveniently ensure access to
Trust Funds when needed for distributions, as directed in writing by the
Designated Beneficiaries.  The Trustee shall have no duty to maximize investment
returns.

     SECTION 4.2    Trustee's Reports to Designated Beneficiaries.
                    --------------------------------------------- 

     Within thirty (30) days after the end of each calendar year, the Trustee
shall render to each Designated Beneficiary an accounting of:

          (a) the aggregate amount of Trust Funds remaining in the Trust Account
     as of the last day of the year after (A) distributions to Beneficiaries
     during such year and (B) payments of all other amounts paid from the Trust
     Account pursuant to this Agreement;

          (b) the amount of Trust Funds distributed to the Beneficiaries during
     the year; and

          (c) the LOC Amount, adjusted for draws and other reductions made
     during the preceding year.

     With respect to the value remaining in accounts which are invested in
Eligible Investments, the Trustee provide information with respect to the cost
or market value of such investments.

     SECTION 4.3    Manner of Making Distributions.
                    ------------------------------ 

     All distributions to Beneficiaries shall be made by checks sent by first
class United States mail, postage prepaid, to the addresses appearing on the
Register.

                                      18

 
     SECTION 4.4    Tax Returns.
                    ----------- 

     The Trustee shall prepare or shall cause to be prepared any tax returns
required to be filed by the Trust and such returns shall be filed by the
Trustee. The Trustee shall draw on the LOC or use Trust Funds to pay any
Federal, state or local income or excise taxes which the Trust shall become
obligated to pay. In no event shall the Trustee be liable for any liabilities,
costs or expenses of the Trust or the Beneficiaries under any tax law, including
without limitation Federal, state or local income or excise taxes or any other
tax imposed on or measured by income (or any interest or penalty with respect
thereto or arising from a failure to comply therewith).


                                   ARTlCLE V

                                  THE TRUSTEE
                                  -----------

     SECTION 5.1    Duties of Trustee; Standard of Care.
                    ----------------------------------- 

     The Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.  The Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise, as a prudent corporate trustee under a trust
indenture.  No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own gross negligent action, its own gross
negligent failure to act or its own wilful misconduct; provided, however, that:

          (1) The duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and, in the absence of bad
faith on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;

          (2) The Trustee shall not be personally liable for an error of
judgment made in good faith by the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts or in performing its
duties;

          (3) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the direction, as provided under the terms of this Agreement, of the
Designated Beneficiaries relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Agreement, except that the
enforcement of remedies pursuant to Section 3.8 shall be directed by the
Managing Beneficiaries as therein provided; and

          (4) The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the 

                                      19

 
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

     SECTION 5.2    Certain Matters Affecting the Trustee.
                    ------------------------------------- 

     (a) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform as to form to the requirements of this Agreement.  The Trustee may rely
and shall be protected in acting or refraining from acting upon any resolution,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties.

     (b) The Trustee may consult with counsel and any opinion of counsel for the
Trustee shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such opinion of counsel.

     (c) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Beneficiaries, pursuant to the provisions of this Agreement,
unless the Designated Beneficiaries concur in such request, order or direction
and shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may he incurred therein or thereby.

     (d) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by the Designated
Beneficiaries; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to so proceeding.

     (e) The Trustee may execute any of the trusts or powers hereunder or
perform any duties as Trustee hereunder either directly or by or through agents
or attorneys or a custodian and shall not be liable for any acts or omissions of
such agents, attorneys or custodians if appointed by it with due care hereunder.

     SECTION 5.3    Trustee Not Liable for Unpaid Claims.
                    ------------------------------------ 

     The Trustee makes no representations as to the validity or sufficiency of
the Trust Estate to satisfy any Unpaid Claims.  No recourse shall be had for any
claim based on any provision of this Agreement, including the LOC, against the
Trustee in its individual capacity, and the Trustee shall not have any personal
obligation, liability or duty whatsoever to any Beneficiary or any other person
with respect to any such claim, and any such claim shall be asserted solely
against the Trust, except for such liability as is finally determined to have
resulted from its own gross negligence or willful misconduct.

                                      20

 
     SECTION 5.4    Trustees' Compensation.
                    ---------------------- 

     (a) As compensation for its services hereunder, the Company shall pay to
the Trustee an annual fee of $______________ as well as the following fees and
expenses of the Trustee (in addition to the annual fee):

          (i) except as otherwise expressly provided herein, all reasonable
     expenses, disbursements and advances incurred or made by the Trustee in
     accordance with any provision of this Agreement (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel)
     except any such expense, disbursement or advance as may be attributable to
     its gross negligence or wilful misconduct;

          (ii) any loss, liability or expense incurred by Trustee without gross
     negligence or wilful misconduct on its part, arising out of or in
     connection with the acceptance or administration of this Trust and its
     duties hereunder, including the costs and expenses of defending itself
     against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

     (b) If the annual fee and other fees and expenses of the Trustee herein
provided to be paid by the Company are not so paid, they shall be payable out of
the Trust Estate, and if Trust Funds are insufficient to pay amounts then due
the Trustee, the Trustee shall draw on the LOC in an amount sufficient to pay
amounts then due and permitted to be reimbursed from the Trust Estate.

     SECTION 5.5    Eligibility Requirements for Trustee.
                    ------------------------------------ 

     The Trustee hereunder shall at all times be an Eligible Trustee.  In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 5.5, the Trustee shall resign immediately in the
manner and with the effect specified in Section 5.6.

     SECTION 5.6    Resignation or Removal of Trustee.
                    --------------------------------- 

     The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Designated Beneficiaries and the
Company.  Upon receiving such notice of resignation, the Designated
Beneficiaries shall promptly appoint a successor Trustee by written instrument.
If no successor Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 5.5 and shall fail to resign after written request
therefor by the Designated Beneficiaries, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Trustee or any Beneficiary on behalf of itself and all others similarly situated
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

                                      21

 
     Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 5.6 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 5.7.

     SECTION 5.7    Successor Trustee.
                    ----------------- 

     Any successor Trustee appointed as provided in Section 5.6 shall execute,
acknowledge and deliver to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee.  The predecessor Trustee shall deliver
or cause to be delivered to the successor Trustee the LOC and any related
documents and statements held by it hereunder; and the successor Trustee and
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certain vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.

     No successor Trustee shall accept appointment as provided in this Section
5.7 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions the provisions of Section 5.5.

     Upon acceptance of appointment by a successor Trustee as provided in this
Section 5.7, the successor Trustee shall mail notice of such succession to the
Beneficiaries at their addresses as shown in the Register.

     SECTION 5.8    Merger or Consolidation of Trustee.
                    ---------------------------------- 

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be
eligible under the provisions of Section 5.5, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     SECTION 5.9    Claims Under the Agreement.
                    -------------------------- 

     All rights of action and claims under this Agreement instituted,
prosecuted, enforced or defended by the Trustee shall be conducted in its own
name or in its capacity as Trustee. Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
common benefit of the Beneficiaries in respect of which such judgment has been
recovered, subject to the provisions of Section 3.7 hereof.

     SECTION 5.10  Designated Beneficiaries.
                   ------------------------ 

     (a) Except as specifically provided in this Agreement, no Beneficiary shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust or the obligations of the parties hereto, such right
being herein reserved solely to the Designated Beneficiaries or, in the limited
circumstances under Section 3.8, to the Managing Beneficiaries.

                                      22

 
     (b) The Designated Beneficiaries shall have no right by virtue of any
provisions of this Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to this Agreement, unless they
previously shall have given to the Trustee a written notice of the action
desired to be taken and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for 30 days after its receipt of
such notice, request, and offer of indemnity, shall have neglected or refused to
institute any such actions, suit, or proceeding.  It is understood and intended,
and expressly covenanted by each Beneficiary with every other Beneficiary and
the Trustee, that no one or more Beneficiaries shall have any right in any
manner whatever by availing itself or themselves of any provisions of this
Agreement to affect, disturb, or prejudice the rights of any other
Beneficiaries, or to obtain or seek to obtain priority over or preference to any
other such Beneficiary, or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all Beneficiaries,
subject to the provisions of Section 3.7 hereof.  For the protection and
enforcement of the provisions of this Section, each and every Beneficiary and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     (c) The Designated Beneficiaries make no representations as to the validity
or sufficiency of the Trust Estate to satisfy any Unpaid Claims.  No recourse
shall be had by any Beneficiary or his or her successors and assigns for any
claim based on any provision of this Agreement, including the LOC, against any
of the Designated Beneficiaries in their individual capacity, and the Designated
Beneficiaries shall not have any personal obligation, liability or duty
whatsoever to any Beneficiary or his or her successors or assigns with respect
to any such claim, and any such claim shall be asserted solely against the
Trust.

     (d) The Designated Beneficiaries shall be under no obligation to exercise
any of the rights or powers vested in them by this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto, at the
request, order or direction of any of the Beneficiaries, pursuant to the
provisions of this Agreement, unless the Designated Beneficiaries concur in such
request, order or direction and the remaining Beneficiaries shall have offered
to the Designated Beneficiaries reasonable security or indemnity against the
costs, expenses and liabilities which may he incurred therein or thereby.

     (e) The Designated Beneficiaries, in their representative capacity and not
in their capacity as Beneficiaries, shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document given to them pursuant to this Agreement.  The
Designated Beneficiaries may consult with counsel and any opinion of counsel for
the Designated Beneficiaries shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by them
hereunder in good faith and in accordance with such opinion of counsel.

     (f) The Company shall protect, defend, indemnify and hold the Designated
Beneficiaries forever harmless from and against any and all liabilities,
demands, claims, actions, causes of action, assessments, losses, costs, damages
or expenses, including attorneys' and accountants' fees in connection with any
of their acts or omissions, in their representative capacity and not in their
capacity as Beneficiaries, arising from or in connection with their exercise of,
or failure to exercise, any of the rights and powers granted to them under this
Agreement or as a result of or arising out of or by virtue of their status as
Designated Beneficiaries; provided, however, the foregoing 

                                      23

 
indemnity obligation of the Company shall not extend to actions brought,
threatened or asserted against the Company by the Designated Beneficiaries in
connection with the Trust or any other matter (other than actions brought solely
to enforce the obligations of the Company under this indemnity). If the Company
shall fail to keep and perform its indemnity obligations hereunder, the
Designated Beneficiaries may give notice to the Trustee, in the form of Schedule
12 hereto, to indicate that the Company is in breach of its obligations under
this Section 5.10 and requesting a draw on the LOC in the amount required to be
reimbursed for any liabilities arising from such breach, the Trustee shall
deliver a copy of such notice to the Company. Unless the Company, within thirty
(30) days after service of such notice, has delivered to the Trustee a signed
release from the Designated Beneficiaries rescinding their earlier notice, then,
on the thirty-first (31st) day after service of such notice, or the next
Business Day if such day is not a Business Day, the Trustee shall draw on the
LOC (if the LOC has not previously been drawn in full) in the amount of the
notice from the Designated Beneficiaries and deposit the LOC Proceeds into the
Trust Account. The Trustee shall promptly transfer funds in such amount from the
Trust Account to the Payment Accounts of the Designated Beneficiaries as they
shall jointly direct and distribute the funds in the Payment Accounts to the
respective Designated Beneficiaries.


                                   ARTICLE VI

                                 MISCELLANEOUS
                                 -------------

     SECTION 6.1    Maintenance of Office or Agency.
                    ------------------------------- 

     The Trustee will maintain or cause to be maintained, in the City of
Chicago, Illinois, an office or offices or agency or agencies where notices and
demands to or upon the Trustee in respect of this Agreement may be served.

     SECTION 6.2    Death or Disability of a Beneficiary.
                    ------------------------------------ 

     The executor, administrator or legal representative of a Beneficiary, upon
furnishing evidence of such authorized status to the Trustee, may give notices
provided herein to the Trustee for the benefit of a Beneficiary who has become
incompetent or disabled or for the benefit of a Beneficiary's estate within 180
days after the date of death of the Beneficiary.  To establish the death of any
Beneficiary, the Trustee shall rely on certified copies of death certificates or
other official records.

     SECTION 6.3    Termination.
                    ----------- 

     The Trustee shall wind up the affairs of the Trust promptly after the LOC
Termination Date and, at such time, the Trustee shall return the LOC to the LOC
Issuer.  The Trustee shall pay to the LOC Issuer any money held by it in the
Trust Account that remains unclaimed at the time of termination of the Trust;
after such amount is paid to the LOC Issuer, neither the Beneficiaries nor the
Company shall be entitled to assert any claim against the Trust whatsoever for
such money; and, at such time, the obligations and responsibilities created by
the Agreement and the Trust created thereby shall terminate.

                                      24

 
     SECTION 6.4    Amendment.
                    --------- 

     (a) This Agreement may be amended from time to time by the Company with the
prior written consent of the Designated Beneficiaries, to cure any ambiguity or
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, as the case may be, or to add any
other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement
in any material respect; provided, however, that such action shall not, as
evidenced by an opinion of counsel for the Trustee, adversely affect the
interests of any Beneficiary.

     (b) Promptly after the execution of any amendment or consent pursuant to
this Section 6.4, the Trustee shall furnish written notification of the
substance of such amendment to each Beneficiary.

     (c) The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement or otherwise.

     (d) Upon the execution of any amendment to this Agreement, this Agreement
shall be modified in accordance therewith, and such amendment shall form a part
of this Agreement for all purposes; and every Beneficiary shall be bound
thereby.

     SECTION 6.5    Voting by Beneficiaries.
                    ----------------------- 

     Beneficiaries with surviving Contract Rights (a) may vote for replacements
of Designated Beneficiaries, if after the death or disability of the last
surviving Designated Beneficiary, no legal representative of such Designated
Beneficiary is willing to serve as the Designated Beneficiary and (b) may tender
written waivers of their rights for the purpose of determining the LOC
Termination Date.  For purposes of the Trust: Contract Rights with respect to
Transition Benefits shall survive until the first Business Day after December
31, 1998; Contract Rights with respect to Stay Bonus Benefits shall terminate,
with respect to each Beneficiary, on the date the Company furnishes Evidence of
Payment to the Trustee of all Stay Bonus Benefits due to such Beneficiary
according to the Schedule of Benefits or other written agreement between the
Company and such Beneficiary furnished to the Trustee waiving such rights;
Contract Rights with respect to Parachute Indemnity Benefits, Consulting
Benefits and Life Insurance Benefits shall terminate solely at such time as all
Beneficiaries entitled to the particular class of benefit have delivered a
written waiver of such rights to the Trustee.  For purposes of establishing the
number of Beneficiaries voting on any matter, the original number of
Beneficiaries listed on the Schedule of Benefits hereto shall constitute the
total maximum number of votes. All legal heirs, representatives, successors and
assigns of any Beneficiary shall in the aggregate be considered as a single
vote. All Beneficiaries (other than Designated Beneficiaries acting in such
capacity) without any remaining vested or contingent interest in Contract
Benefits of any kind shall cease, as of such time, to be Beneficiaries of the
Trust and shall not be entitled to vote on matters affecting the Trust.

     SECTION 6.6    Notices.
                    ------- 

     All communications and notices hereunder shall be in writing and shall be
deemed given if delivered personally or mailed by registered or certified mail
(return receipt requested), to the parties at the following address:

                                      25

 
     If to the Trustee:

     33 N. LaSalle Street, 13th Floor
     Chicago, Illinois  60690
     Attention:  Corporate Trust Department

     If to the Company:

     ------------------------------

     ------------------------------

or at such other address for a party as specified by like notice, which shall be
effective when sent as described above.  All communications and notices pursuant
hereto to a Beneficiary shall be in writing and delivered or mailed to the
address shown in the Register.

     SECTION 6.7    Merger and Integration.
                    ---------------------- 

     Except as specifically stated otherwise herein, this Agreement sets forth
the entire understanding of the parties relating to the subject matter hereof,
and all prior understandings, written or oral, are superseded by this Agreement.
This Agreement may not be modified, amended, waived, or supplemented except as
provided herein.

     SECTION 6.8    Headings.
                    -------- 

     The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

     SECTION 6.9    Governing Law.
                    ------------- 

     This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois.

     SECTION 6.10  Counterparts.
                   ------------ 

     This Agreement may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.

     SECTION 6.11  Examination of Trust Records.
                   ---------------------------- 

     The Company and any Beneficiary may examine the books and records
maintained by the Trustee during normal business hours at the office of the
Trustee upon compliance with the reasonable requirements of the Trustee.

     SECTION 6.12  Court Orders and Litigation.
                   --------------------------- 

     In case any part of the Trust property shall be attached, garnished, or
levied upon any court order, or the delivery thereof shall be stayed or enjoined
by an order of court, or any order, 

                                      26

 
judgment or decree shall be made or entered by any court order affecting the
property deposited under this Agreement, or any part thereof, the Trustee is
hereby expressly authorized in its sole discretion, to obey and comply with all
writs, orders or decrees so entered or issued, which it is advised by legal
counsel of its own choosing is binding upon it, whether with or without
jurisdiction, and in case the Trustee obeys or complies with any such writ,
order or decree it shall not be liable to any of the parties thereto or to any
other person, firm or corporation, by reason of such compliance notwithstanding
such writ, order or decree be subsequently reversed, modified, annulled, set
aside or vacated. In the event that the Trustee becomes involved in litigation
on account of the Trust property or this Agreement, it shall have the right to
retain counsel and shall have a lien on the property deposited hereunder for the
costs, attorneys' and solicitors' fees, charges, disbursements, and expenses in
connection with such litigation; and shall be entitled to reimburse itself
therefor out of the property deposited hereunder, and if it shall be unable to
reimburse itself from the property deposited hereunder, the Company agrees to
pay to the Trustee on demand, its reasonable charges, counsel and attorneys'
fees, disbursements, and expenses in connection with such litigation.

     SECTION 6.13  Conflicting Demands,
                   ------------------- 

     In the event that conflicting demands are made upon the Trustee for any
situation not addressed in this Agreement, the Trustee may withhold performance
of this Agreement until such time as said conflicting demands shall have been
withdrawn or the rights of the respective parties shall have been settled by
court adjudication, arbitration, joint order or otherwise.  The Trustee may
accept notices substantially in the form of the schedules attached hereto and
shall not require strict compliance with the forms of such notices as long as
the interests of the Beneficiaries are adequately and effectively protected.

     IN WITNESS WHEREOF, the Company and Trustee have caused this Agreement to
be executed by their respective officers thereunto duly authorized this ____ day
of ______________________, 1995.

TRUSTEE:

By:     __________________________________________
        [Name]
        [Title]

Attest: __________________________________________
        [Name]
        [Title]

COMPANY:

By:     __________________________________________
        [Name]
        [Title]

Attest: __________________________________________
        [Name]
        [Title]

                                      27

 
                                   SCHEDULE 1
                                   ----------

                                    THE LOC
                                    -------

Date:
Number:
Amount:  $U.S.:


Beneficiary:          On Behalf of:

Trustee               United Stationers Inc.
____________          _____________________
__________, Illinois  _____________________, IL  _____

                                         Stated Expiry

                                         [Insert Evergreen provisions]
 

Re:  USI EMPLOYEE BENEFITS TRUST
     ---------------------------

1.   We hereby establish our irrevocable Letter of Credit in favor of
     ____________________________________, not in its individual capacity, but
     solely as Trustee of the USI Employee Benefits Trust (the "Trustee")
     created under the provisions of a Trust Agreement dated as of _____ __,
     1995 between United Stationers Inc., a Delaware corporation (the "Company")
     and the Trustee (the "Trust Agreement"), for the account of the Company in
     the amount of ____________________________________ U.S. Dollars ($       ) 
     available by your draft(s) on us at sight.  Each draft shall be
     substantially in the form of Exhibit "A" hereto.  Partial drawings are
     permitted.

2.   Partial Reductions
     ------------------

     This Letter of Credit shall be reduced only when and to the extent of each
     draw by the Trustee and by amounts which we are instructed in writing by
     the Trustee to reduce this Letter of Credit.

3.   No right of set-off
     -------------------

     This Letter of Credit shall remain in effect without regard to any default
     in payments of sums owed us by the Company and without regard to any claims
     or right of set off which we may have against the Company.

4.   Expiration Notice
     -----------------

     This irrevocable Letter of Credit shall be automatically renewed without
     amendment for one year from the present or any future expiration date
     hereof unless at least sixty (60) days prior to such date we shall notify
     the Trustee by certified mail, return receipt requested, delivered to
     addressee only, that we are not renewing this Letter of Credit for any such
     additional period.  Upon receipt by the Trustee of such notice that we are
     not renewing this 

 
     Letter of Credit, the Trustee may continue to draw hereunder at any time
     before the expiration date up to an amount not exceeding the available
     amount of this Letter of Credit by means of your drafts on us in
     substantially the form of Exhibit "A" hereto.

     This Letter of Credit expires on ____________________, 1996, unless renewed
     as provided above.

5.   This Letter of Credit shall remain in full force and effect notwithstanding
     any amendment to such Trust Agreement, and the Trustee is not required to
     furnish notice of any such amendment.

6.   In the event the Trustee draws on this Letter of Credit in accordance with
     the terms hereof and we fail to honor said draft for any reason, we shall
     be liable for all of the Trustee's costs and expenses in enforcing this
     Letter of Credit including the Trustee's reasonable attorneys' fees.

This Irrevocable Letter of Credit is subject to the "Uniform Customs and
Practice for Documentary Credit, the International Chamber of Commerce
Publication #500 (Latest Revision)", except as herein and above modified.

 
                                   EXHIBIT A

                                ___________ Bank

                          Letter of Credit No. ______

                                     DRAFT


     PAY $_________________________ TO _________________________________, AS
TRUSTEE OF THE USI EMPLOYEE BENEFITS TRUST.

     _____________________________ (the "Trustee") hereby certifies as follows:
That this Draft is executed by:
_____________________________________________________________, whose title is
______________________ and who has full authority to execute this Draft; that it
is made and delivered to obtain payment against ___________________ Bank, Letter
of Credit Number ______________ dated _________________________________ for
purposes of that certain trust (known as the USI Employee Benefits Trust)
created under the provisions of a trust agreement dated as of _________, 1995
between United Stationers Inc., as settlor, and the Trustee.


                                    _________________________________________


                                    BY: _____________________________________

                                    ITS:_____________________________________


Dated: _________________________________

 
                                   SCHEDULE 2
                                   ----------

                             WAIVER OF TRUST RIGHTS
                             ----------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    WAIVER OF TRUST RIGHTS

               Beneficiary:  ___________________________

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as of __________, 1995, between United Stationers Inc. (the
"Company") and  ______________________ as Trustee.

     This notice constitutes the undersigned's express agreement to the
termination of the trust created under the Trust Agreement and the release of
the LOC.  The undersigned hereby represents to the Trustee that it shall make no
further claim for payment of any Contract Benefits against either the Company or
the Trustee.  The undersigned acknowledges that you will be relying on this
waiver in order to release the LOC and terminate the trusts created under the
Trust Agreement.

               Very Truly Yours,

               _______________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:

 
                                  SCHEDULE 3
                                  ----------
                             SCHEDULE OF BENEFITS
                             --------------------
                                        

I.   STAY BONUS BENEFITS
     -------------------
 
                                                     Total
     Officer Beneficiary:        Start Date:        Amount:
     --------------------        -----------        -------
 
     Jeffrey K. Hewson:                            $1,575,000
 
     Jerold A. Hecktman:                           $  492,050
 
     Steven R. Schwarz:                            $  678,227
 
     Robert H. Cornell:                            $  602,985
 
     Otis H. Halleen:                              $  589,210
 
     Ted A. Rzeszuto:                              $  511,297
 
     Ergin Uskup:                                  $  350,000
                                                   ----------
 
     Total:                                        $4,798,769

     Note:  Stay Bonus Benefits are to be paid in accordance with the attached
     Exhibit A and Section 3.1(d).



II.  BASE SALARY PAYMENTS:
     ---------------------
     (payable in accordance with Sections 3.1(b) and (c))

     Officer Beneficiary:                         Base Salary:
     --------------------                         ------------

     Jeffrey K. Hewson:                            $26,666.68
 
     Jerold A. Hecktman:                           $11,083.33
 
     Steven R. Schwarz:                            $15,416.66
 
     Robert H. Cornell:                            $13,833.33
 
     Otis H. Halleen:                              $12,416.66
 
     Ted A. Rzeszuto:                              $11,250.00
 
     Ergin Uskup:                                  $14,583.34

 
                                  SCHEDULE 3
                                  ----------

                             SCHEDULE OF BENEFITS
                             --------------------



III. TRANSITION SERVICES PAYMENT:
     ----------------------------
     (payable in connection with Section 3.1(d)


     Beneficiary:
     ------------

     Jeffrey K. Hewson:                       $ 875,000.00
 
 
IV.  SEVERANCE BENEFITS
     ------------------
 
     Beneficiary:                Monthly Amount:     Maximum Amount:
     ------------                ---------------     ---------------
 
     Allen B. Kravis*:              $ 4,866.42         $1,002,900
 
     Ronald W. Weissman:            $32,640.00         $  163,200
 
     Patrick Murray:                $15,120.00         $   75,600
 
     Boyd E. Rice:                  $ 7,292.31         $   94,800
 
     Donald Bolke:                  $ 4,363.64         $  144,000
 
     Doyle Driskill:                $ 7,792.00         $   39,600
 
     Clarence R. Martin:            $12,000.00         $   12,000
 
     Peter E. McKinnon:             $ 4,984.62         $   64,800
                                                       ----------
 
     Total:                                            $1,596,900

     Note:  Maximum amount is computed assuming payments commence in April, 1995
     and will be adjusted if the Closing Date occurs in April or May, 1995.

     *Allen B. Kravis's initial severance payment will be $774,268.42, with 47
     monthly payments of $4,866.42 thereafter.

 
     JOEL SPUNGIN
V.   CONSULTING BENEFITS                                  Amount:
     ---------------------------                          -------
 
     Closing Date - August, 1995                         $  183,333
     payable in equal monthly installments
     during such period
 
     September 1, 1995                                   $2,276,209
     payable in one lump sum
 
     The remaining annual amounts are each
     payable in equal monthly installments from             Annual
     September through August of each year                  Amount
     ------------------------------------------             ------
 
     September 1, 1996                                      533,495
 
     September 1, 1997                                      450,609
 
     September 1, 1998                                      450,609
 
     September 1, 1999                                      450,609
 
     September 1, 2000                                      450,609
 
     September 1, 2001                                      450,609
 
     September 1, 2002                                      429,828
 
     September 1, 2003                                      422,902
 
     September 1, 2004                                      422,902
 
     September 1, 2005                                      422,902

     TOTAL CONSULTING BENEFITS                           $6,944,616
                                                         ----------

 
                                  SCHEDULE 3
                                  ----------

                             SCHEDULE OF BENEFITS
                             --------------------
 
VI.  LIFE INSURANCE BENEFITS
     -----------------------
 
     Beneficiary:
     ------------
 
     Joel D. Spungin:
 
          Split-Dollar Life Insurance:                            $  166,550
 
          Group-Term Life Insurance (Conversion):                 $  615,000
 
          Survivor's Benefit:                                     $  400,000
 
     Allen B. Kravis:
 
          Split-Dollar Life Insurance:                            $   60,448
 
          Group-Term Life Insurance (Conversion):                 $   80,000
                                                                  ----------
 
     Total:                                                       $1,321,998

VII. TRANSITION BENEFITS
     -------------------

     A.   Monthly Transition Benefits for the following Officer Medical
          Beneficiaries and Retiree Medical Beneficiaries and their covered
          Dependents:
 
     Officer Medical             Date of
     Beneficiaries:               Birth              Transition Benefits
     ---------------             --------            -------------------
 
                                                 Monthly:            Maximum:
                                                 --------            --------
 
     Robert H. Cornell:                           $2,700              $48,600
 
     Otis H. Halleen:                             $3,070              $55,260
 
     Jerold A. Hecktman:                          $2,700              $48,600
 
     Melvin L. Hecktman:                          $2,700              $48,600
 
     Jeffrey K. Hewson:                           $3,070              $55,260
 
     Allen B. Kravis:                             $3,070              $55,260
 
     James Pribel:                                $3,070              $55,260
 
     Steven R. Schwarz:                           $3,070              $55,260
 
     Ted A. Rzeszuto:                             $2,700              $48,600
 
     Ergin Uskup:                                 $2,700              $48,600

 
                                   SCHEDULE 3
                                   ----------

                              SCHEDULE OF BENEFITS
                              --------------------
 
     Retiree Medical                 Date of
     Beneficiary:                     Birth         Transition Benefits
     ---------------                 --------       -------------------
 
                                                Monthly:          Maximum:
                                                --------          --------
 
     Donald Bolke:                               $2,700          $   48,600
 
     Doyle Driskill:                             $2,700          $   48,600
 
     Patricia A. Beckman:             6/27/38    $2,310          $   41,580
 
     John V. Brandemarte:             1/15/36    $2,800          $   50,400
 
     Michael Collins:                 4/11/32    $2,310          $   41,580
 
     John V. Dektas:                  1/24/32    $2,310          $   41,580
 
     Ronald Gray:                      5/6/32    $2,800          $   50,400
 
     Thomas E. Joyce:                  2/3/31    $2,800          $   50,400
 
     Irene Kreishan:                  8/31/36    $2,310          $   41,580
 
     Tobie E. Kuppe:                  10/3/38    $2,310          $   41,580
 
     Paul Leimbeck:                   6/26/35    $2,800          $   50,400
 
     Virginia Locascio:               5/31/32    $2,800          $   50,400
 
     George Martel:                  11/21/31    $2,310          $   41,580
 
     Edwin Paulson:                    6/1/32    $2,800          $   50,400
 
     Theodore R. Peterson:            5/12/39    $2,800          $   50,400
 
     Phyllis E. Walden:               5/22/33    $2,310          $   41,580
 
     Ronald W. Weissman:              7/31/37    $2,310          $   41,580
 
     Jean M. Wolf:                   11/12/34    $2,800          $   50,400
                                                                 ----------
 
     Total:                                                      $1,352,340

 
                                  SCHEDULE 3
                                  ----------

                             SCHEDULE OF BENEFITS
                             --------------------

                                   Exhibit A



=============================================================================== 
                        Schedule of Stay Bonus Benefits
=============================================================================== 
                    Total
Officer           Stay Bonus           Initial       Subsequent      No. of
Beneficiary        Payment             Payment        Payments      Payments
- ------------------------------------------------------------------------------- 
                                                        
Hewson            $1,575,000         $647,150.00     $26,510.00        36
- ------------------------------------------------------------------------------- 
Hecktman             492,050          219,681.13      11,842.13        24
- ------------------------------------------------------------------------------- 
Schwarz              678,227          302,801.84      16,322.84        24
- ------------------------------------------------------------------------------- 
Cornell              602,985          269,209.00      14,512.00        24
- ------------------------------------------------------------------------------- 
Halleen              589,210          263,059.46      14,180.46        24
- ------------------------------------------------------------------------------- 
Rzeszuto             511,297          228,274.34      12,305.34        24
- ------------------------------------------------------------------------------- 
Uskup*               350,000          151,820.73       8.616.49        24
=============================================================================== 


*Ergin Uskup's Total Stay Bonus Benefits, Initial Payment and Subsequent
Payments shall be proportionately reduced by the amount of payments made to him
during his initial Term of Employment.



 
                                   SCHEDULE 4
                                   ----------

                                  START NOTICE
                                  ------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    START NOTICE

               Beneficiary:  ___________________________

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as of ________, 1995, between United Stationers Inc. (the
"Company") and American National Bank and Trust Company of Chicago, as Trustee.
Capitalized terms used but not defined in this Notice shall have the meaning
ascribed to such terms in the Beneficiary's Employment Agreement with the
Company.

_____[check one]  The undersigned hereby represents and warrants that his Term
of Employment with the Company has terminated under such circumstances as
entitle him to commence receiving Stay Bonus Benefits.  The Stay Bonus Start
Date is ___________________.  Please commence distributions to me of my Stay
Bonus Benefits.

OR:

_____[check one]  The undersigned hereby represents and warrants that either his
Term of Employment has been terminated for cause by the Company and he has
delivered his Notice Denying Cause or, after his having delivered a Notice of
Good Reason to the Company, he has voluntarily terminated the Term of Employment
either (i) before 30 days has elapsed following his delivery of such notice or
(ii) after a Notice Denying Good Reason has been delivered to him by the
Company.  Enclosed are true and correct copies of my Notice Denying Cause or the
Company's Notice Denying Good Reason, as applicable.

     As required by the Trust Agreement, please forward this Start Notice to the
Company.

               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:


 
                                  SCHEDULE 4A
                                  -----------

                              HEWSON START NOTICE
                              -------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    START NOTICE

               Beneficiary:  Jeffrey K. Hewson

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as of ________, 1995, between United Stationers Inc. (the
"Company") and American National Bank and Trust Company of Chicago, as Trustee.
Capitalized terms used but not defined in this Notice shall have the meaning
ascribed to such terms in the Beneficiary's Employment Agreement with the
Company.

     The undersigned hereby represents and warrants that all of the conditions
precedent to his eligibility for receipt of Stay Bonus Benefits have been met
and that he is entitled to receive his Stay Bonus Benefits.  The Stay Bonus
Start Date is ___________________.


     As required by the Trust Agreement, please forward this Start Notice to the
Company.

               Very Truly Yours,

               _______________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:


 
                                   SCHEDULE 5
                                   ----------

                                 DISPUTE NOTICE
                                 --------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    DISPUTE NOTICE

               Beneficiary:  ___________________________

Ladies and Gentlemen:

     Reference is made to the USI Employee Benefits Trust created by that
certain Trust Agreement dated as of ________, 1995, between United Stationers
Inc. (the "Company") and American National Bank and Trust Company of Chicago, as
Trustee.

     The Beneficiary named above has submitted a start notice to set the date
for commencing the distribution of Stay Bonus Benefits.  The Company disputes
that such Beneficiary is entitled to receive Stay Bonus Benefits.  Pursuant to
Section 3.1(c) of the Trust Agreement, please distribute three times the Base
Salary Payment to such Beneficiary pending settlement of this dispute [NOT
APPLICABLE TO HEWSON].


                         UNITED STATIONERS INC.


                         By:________________________________


 
                                   SCHEDULE 6
                                   ----------

                            HEWSON STAY BONUS NOTICE
                            ------------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    MEDICAL CLAIM NOTICE

               Beneficiary:  Jeffrey K. Hewson

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as __________, 1995, between United Stationers Inc. (the
"Company") and  ______________________ as Trustee.

     This notice is submitted pursuant to Section 3.1(c)(v) of the Trust
Agreement.

     Notwithstanding that the Company has submitted a Dispute Notice regarding
my claim for Stay Bonus Benefits, you are hereby notified that ny Stay Bonus
Start Date shall be ________________.  Please make distributions to me of my
Stay Bonus Benefits commencing on the first day of the month following the month
in which this notice is served in accordance with such Section 3.1(c)(v).


               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:



                                   SCHEDULE 7
                                   ----------

                              MEDICAL CLAIM NOTICE
                              --------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    MEDICAL CLAIM NOTICE

               Beneficiary:  ___________________________

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as __________, 1995, between United Stationers Inc. and
______________________ as Trustee.

     This notice is submitted pursuant to Section [3.1(f)] or [3.1(g)] of the
Trust Agreement.

     [Attached are medical bills for which a distribution is requested to permit
the undersigned to make payment.]

     [Attached is Evidence of Payment concerning Covered Medical Expenses for
which a distribution is requested to reimburse the undersigned].


     The total amount of such medical bills or covered in the Evidence of
Payment is $_____________.  Accordingly, please draw on the LOC in the such
amount and make a distribution to the undersigned in such amount.


               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:
 

 
                                   SCHEDULE 8
                                   ----------

                             REQUEST FOR INDEMNITY
                             ---------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    REQUEST FOR INDEMNITY

               Beneficiary:  Joel D. Spungin

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as _________, 1995, between United Stationers Inc. and
______________________ as Trustee.

     This notice and the accompanying tax opinion from _______________________,
serving as my accountant in this matter, constitutes the undersigned's Request
for Indemnity described in Section 3.2(a) of the Trust Agreement.

     As required by the Trust Agreement, please forward a copy of the Request
for Indemnity to the Company.

               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:



                                   SCHEDULE 9
                                   ----------

                          SPUNGIN INDEMNITY AGREEMENT
                          ---------------------------


     This Indemnity Agreement ("Agreement") is made this __ day of ___________,
______ between United Stationers Inc., a Delaware corporation [or its legal
successor] and United Stationers Supply Co., an Illinois corporation [or its
legal successor] (collectively, the "Company") and Joel D. Spungin ("Spungin"),
a resident of 2050 Partridge Lane, Highland Park, Illinois.

                                    RECITALS
                                    --------

     A.   Spungin was employed by the Company pursuant to a certain Amended and
Restated Employment and Consulting Agreement dated as of April 15, 1993 (the
"Spungin Agreement").  Spungin has become entitled to certain payments or
benefits pursuant to the terms of the Spungin Agreement or other plan,
arrangement or agreement with the Company, as set forth on Exhibit "A" hereto
(the "Payments").  The Internal Revenue Service has asserted that all or a
portion of the Payments are subject to the tax (the "Excise Tax") imposed by
Section 4999 [or any successor provision of the Internal Revenue Code of 1986,
as amended], as appears from a proposed assessment by the Internal Revenue
Service of the Excise Tax on part or all of the Payments, as described in the
notice attached as Exhibit "B" hereto.

     B.   The Company has agreed, pursuant to Section 16(b) of the Employment
Agreement, that if the Payments become subject to the Excise Tax, then the
Company shall pay to Spungin the "Gross-Up Payment" (as defined in Section 16(b)
of the Spungin Agreement) with respect to the Excise Tax.

     C.   The Company has elected under Section 16(d) of the Spungin Agreement
to undertake, at its sole expense, the defense and settlement of any proposed
assessment by the Internal Revenue Service of the Excise Tax on such Payments.

     NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and adequacy of which
are herein acknowledged by the parties hereto, Spungin and the Company agree as
follows:

     1.   Undertaking to Defend.  The Company hereby undertakes in accordance
with Section 16(d) of the Spungin Agreement, the defense and settlement of the
proposed assessment by the Internal Revenue Service of the Excise Tax on the
Payments (the "Assessment").  The Company shall retain attorneys, accountants
and other professionals, at its sole cost and expense.  At its sole cost and
expense, and in good faith and upon the advice of counsel and such other
professionals as the Company shall retain, the Company shall contest, defend,
litigate and settle the Assessment, either before or after the initiation of
litigation, at such time and upon such terms as it deems fair and reasonable,
provided that at least ten (10) days prior to any settlement, it gives written
notice to Spungin of its intention to settle.  The Company shall reimburse
Spungin for the attorneys' fees and other expenses he incurs from time to time
in coordinating with the Company the defense of the proposed Assessment,
forthwith following presentation to the Company of itemized bills for said
attorneys' fees and other expenses.

     2.   Indemnification.  The Company, pursuant to Section 16(d) of the
Spungin Agreement, shall protect, defend, indemnify and hold Spungin forever
harmless from and against
 


the Excise Tax on the Payments and the payments pursuant to this Agreement and
any federal, state and local income taxes (determined pursuant to the last
sentence of Recital paragraph B. upon payments pursuant to this Agreement and
any and all liabilities, demands, claims, actions, causes of action,
assessments, losses, costs, damages or expenses, including attorneys' and
accountants' fees in connection with any thereof, and any interest and penalties
sustained by Spungin as a result of or arising out of or by virtue of the
Company's undertaking.

     3.   Security.  The Company has established with American National Bank and
Trust Company of Chicago, as trustee, the USI Employee Benefits Trust (the
"Trust") pursuant to a Trust Agreement dated as  __________, 1995 (the "Trust
Agreement").  The Company acknowledges that in the event it shall fail to keep
and perform all of the obligations and duties set forth herein including,
without limitation, the indemnification and hold harmless and diligent legal
defense of Spungin as called for herein, then Spungin at any time thereafter
shall have the right to require the trustee of the Trust to draw on the letter
of credit held by such trustee pursuant to the provisions of the Trust Agreement
up to the amount of Four Million Dollars ($4,000,000) and to pay such amount to
Spungin.

     4.   Miscellaneous.
          ------------- 

     (a) This Agreement, the Spungin Agreement, as amended, and the Exhibits
attached hereto, contains the entire agreement between the parties in connection
with these transactions, and there are no oral or parol agreements,
representations or inducements existing between the parties relating to these
transactions which are not expressly set forth herein and covered hereby.  This
Agreement may not be modified except by written agreement signed by all of the
parties hereto.

     (b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, administrators,
successors, successors in interest and assigns.

     (c) This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois.


     IN WITNESS WHEREOF, the Company and Spungin have executed this Indemnity
Agreement as of the date first above written.

                      ------------------------------------

                      ------------------------------------
 


                                  SCHEDULE 10
                                  -----------

                NOTICE OF BREACH OF SPUNGIN INDEMNITY AGREEMENT
                -----------------------------------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    NOTICE OF BREACH

               Beneficiary:  Joel D. Spungin

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as ________, 1995, between United Stationers Inc. (the
"Company") and  American National Bank and Trust Company of Chicago, as Trustee.

     This constitutes the undersigned's notice permitted under Section 3.2(b) of
the Trust Agreement.  The Internal Revenue Service has issued a notice stating
in effect that an Excise Tax is due and payable.  Either (a) the Company has
declined to continue the defense of the assessment of the Excise Tax pursuant to
the Spungin Indemnity Agreement or (b) a final order by a court of competent
jurisdiction has been entered confirming the assessment (the time for appeal
therefrom having expired and no appeal having been perfected).  Following the
occurrence of the events described above, the Company has failed to pay amounts
due under the Spungin Indemnity Agreement to the undersigned.

     The undersigned states that the total amount due him in respect of
Parachute Indemnity Benefits is $______________________ and requests the Trustee
to draw on the LOC in such amount.

     As required by the Trust Agreement, please forward this Notice to the
Company.


               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:
 


                                  SCHEDULE 11
                                  -----------

           RESCISSION OF BREACH NOTICE RE SPUNGIN INDEMNITY AGREEMENT
           ----------------------------------------------------------

                                      Date

Trustee
__________________

__________________

               Re:  USI EMPLOYEE BENEFITS TRUST
                    RESCISSION OF NOTICE OF BREACH

               Beneficiary:  Joel D. Spungin

Ladies and Gentlemen:

     The undersigned is the above named Beneficiary (or his authorized legal
representative or the administrator or executor for the deceased Beneficiary
named above) of the USI Employee Benefits Trust created by that certain Trust
Agreement dated as of_______, 1995, between United Stationers Inc. (the
"Company") and American National Bank and Trust Company of Chicago, as Trustee.

     This notice constitutes the undersigned's rescission of its notice dated
_______________ notifying you that the Company was in breach of its obligations
arising under the Spungin Indemnity Agreement.


     As required by the Trust Agreement, please forward this Notice to the
Company.


               Very Truly Yours,

               ________________________________________
               Print Name or Title:________________________

If signing for a Beneficiary, indicate the nature of your legal authority:
 

 
                                  SCHEDULE 12
                                  -----------

            REQUEST FOR INDEMNIFICATION OF DESIGNATED BENEFICIARIES
            -------------------------------------------------------

                                      Date

Trustee
__________________

__________________


     Re:  USI EMPLOYEE BENEFITS TRUST
          REQUEST FOR INDEMNIFICATION OF DESIGNATED BENEFICIARIES
          -------------------------------------------------------


Ladies and Gentlemen:

     The undersigned are the Designated Beneficiaries of the USI Employee
Benefits Trust created by that certain Trust Agreement dated as _________, 1995,
between United Stationers Inc. (the "Company") and American National Bank and
Trust Company of Chicago, as Trustee.

     This notice constitutes the notice permitted under Section 5.10(f) of the
Trust Agreement to advise you that the undersigned have incurred or are about to
incur liabilities concerning which the Company has failed to reimburse the
undersigned or provide indemnities with respect thereto in form and substance
acceptable to the undersigned.  Accordingly, subject to the conditions set forth
below, the undersigned hereby instruct you to draw on the LOC or pay from
existing Trust Funds held by you the sum of $________________ to the undersigned
in the following manner:

     Please immediately deliver this notice to the Company and, unless you are
in receipt of a signed waiver from the undersigned rescinding this notice within
thirty (30) days after the date hereof, you are to proceed to carry out the draw
on the LOC and/or payout from Trust Funds authorized above without further
notice or delay.


               Very Truly Yours,


          Designated Beneficiary:   ____________________________

          Designated Beneficiary:   ____________________________

          Designated Beneficiary:   ____________________________

EX-99.19

                                                                      EXHIBIT 19
 
                                TRUST AGREEMENT

                                    between

                            UNITED STATIONERS INC.,

                                  as settlor,

                                      AND

              AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,

            not in its individual capacity but solely as Trustee of

                           USI BONUS BENEFITS TRUST,

                          Dated as of __________, 1995



                                        

 
     THIS TRUST AGREEMENT ("Agreement") is made as of the ____ day of _____,
1995 [the day preceding the date on which the tender closes] between United
Stationers Inc., a Delaware corporation (the "Company"), as settlor, and
American National Bank and Trust Company of Chicago, not in its individual
capacity but solely as trustee (herein, together with its permitted successors
in the trusts hereunder, called the "Trustee").

     WHEREAS, the Board of Directors of the Company has approved the merger of
Associated Holdings, Inc., a Delaware corporation ("AHI"), into the Company (the
"Merger"), pursuant to which the Company will be the surviving corporation; and

     WHEREAS, certain of the employees of the Company participate in the
Company's Executive Bonus Plan and Management Incentive Plan and are eligible to
receive bonus and incentive payments made by the Company on or about October 
15th of each year; and

     WHEREAS, pursuant to the Agreement and Plan of Merger between Associated
Holdings, Inc. and the Company dated as of February 13, 1995 (the "Merger 
Agreement"), the bonus and incentive payments to be paid on or about October 15,
1995 to the employees of the Company participating in the Company's Executive
Bonus Plan and Management Incentive Plan have now been agreed upon; and

     WHEREAS, to secure the provision to such employees of their respective
bonus and incentive payments, the Company or AHI has caused the LOC (hereinafter
defined) to be issued to the Trustee; and

     WHEREAS, the Company and the Trustee desire to specify the terms and
conditions pursuant to which the Trust shall hold the LOC and manage other
security from time to time comprising the Trust Estate;

     NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Company and the Trustee agree as follows:


                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

     SECTION 1.1  General.
                  ------- 
 
     For the purpose of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the terms defined in this Agreement
include the plural as well as the singular, the words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or other subdivision, and Section
references refer to Sections and subsections of this Agreement.  Other terms not
defined in this Article are defined elsewhere in this Agreement.

     SECTION 1.2  Specific Terms.
                  -------------- 

     "Aggregate EBP Amount" means the aggregate of the EBP Amounts payable to
the Beneficiaries, as set forth on the Schedule of Benefits.

                                       1

 
     "Aggregate MIP Amount" means the aggregate of the MIP Amounts payable to
the Beneficiaries, as set forth on the Schedule of Benefits.

     "Aggregate MIP Tail Amount" means the aggregate of the MIP Tail Amounts
which may become payable to the Beneficiaries, as set forth on the Schedule of
Benefits.

     "Agreement" means this Trust Agreement as originally executed and, if from
time to time supplemented or amended by one or more amendments entered into
pursuant to the applicable provisions hereof, as so supplemented or amended.

     "Beneficiary" means an individual listed in the Schedule of Benefits,
except as expressly herein otherwise provided.

     "Business Day" means any day other than (a) a Saturday or a Sunday, or (b)
another day on which banking institutions in Chicago, Illinois or New York, New
York, are authorized or obligated by law, executive order, or governmental
decree to be closed.

     "Closing Date" means the closing date as defined in the Merger Agreement.

     "Company" means United Stationers Inc., a Delaware corporation, its
successors and assigns.

     "Designated Beneficiaries" means Joel D. Spungin and Melvin L. Hecktman,
and, if one of them should die or become disabled, his respective legal
representative.

     "EBP" means the Executive Bonus Plan of the Company.

     "EBP Amount" means, for each Beneficiary, the amount payable to such
Beneficiary under the EBP, as set forth on the Schedule of Benefits.

     "Eligible Investments" means any of the following obligations or
securities, to the extent permitted by law, on which neither the Company nor any
of its affiliates is an obligor:  (a) Government Obligations with a maturity of
not more than 360 days; (b) interest bearing deposit accounts (which may be
represented by certificates of deposit or time deposits) constituting direct
obligations of any Qualifying Institution, which obligations are fully insured
as to principal by either the Bank Insurance Fund or the Savings Association
Insurance Fund, each administered by the Federal Deposit Insurance Corporation
or, if not so insured, are fully collateralized with Government Obligations
(provided, any such Government Obligations must be held by a trustee who is not
the provider of the collateral or by any Federal Reserve Bank or Depositary as
custodian for the institution issuing such deposits, and such trustee shall have
a perfected lien in the Government Obligations serving as collateral, and such
collateral shall be free of all third party liens); and (c) interests in any
money market fund or trust, the investments of which are restricted to
obligations described in clauses (a) or (b) of this definition, provided that
such trust or money market fund is rated at the time of purchase in any of the
two highest rating categories for unit investment trusts or money market funds
by at least two Rating Agencies.

                                       2

 
     "Eligible Issuer" means The Chase Manhattan Bank, National Association, 
and, if not such bank, then any other depositary institution or trust company
organized under the laws of the United States or any one of the states thereof,
which may include the Trustee and its affiliates, so long as any of the
foregoing at all times has a rating for investment purposes of not less than "A"
or "P-1" by Moody's or "A" or "A-1" by S&P or "A" or "F-1" by Fitch or a
comparable rating by another Rating Agency, meeting the following criteria: (a)
its capital and surplus are in excess of $200,000,000, (b) its deposits are
insured to the full extent permitted by law by the Federal Deposit Insurance
Corporation and (c) it is subject to supervision and examination by Federal or
state authorities. If such depository institution publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then the combined capital and surplus of
such corporation shall be deemed to surplus as set forth in its most recent
report of condition so published.

     "Eligible Trustee" means American National Bank and Trust Company of
Chicago, any institution capable of serving as an Eligible Issuer or any trustee
selected by the Company with the approval of the Designated Beneficiaries.

     "Fitch" means Fitch Investors Service, a corporation organized and existing
under the laws of the State of Delaware, its successors and their assigns.

     "Government Obligations" means the direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed as to full
and timely payment by the full faith and credit of, the United States of
America.

     "LOC" means an irrevocable, unconditional letter of credit issued by an
Eligible Issuer, substantially in the form of Schedule 1 hereto, in an amount
                                              ----------
equal to the LOC Amount.

     "LOC Amount" means initially $_____ million and thereafter the outstanding
amount under the LOC from time to time after giving effect to the provisions of
Sections 3.2 and 3.3.

     "LOC Draw Event" means (a) the Trustee receives written notice or an
opinion of counsel to the effect that there is a threat of a failure of the LOC
Issuer to honor drafts on the LOC presented by the Trustee arising from the
purported subjection of LOC Proceeds to the jurisidiction of any bankruptcy
trustee in proceedings involving the Company or the pending or threatened
insolvency or failure of the LOC Issuer or (b) the Trustee receives written
notice or an opinion of counsel to the effect that a Sale or Merger Transaction
has occurred.

     "LOC Issuer" means the depository institution or trust company issuing the
LOC from time to time held by the Trustee pursuant to this Agreement.

     "LOC Proceeds" means the amounts from time to time paid to the Trustee by
the LOC Issuer as a result of draws made on the LOC.

     "LOC Termination Date" means the the date occurring five (5) days after the
Trustee shall have drawn on the LOC and deposited LOC Proceeds in the Trust
Account equal to the Aggregate EBP Amount, the Aggregate MIP Amount and that
portion of the Aggregate MIP Tail Amount due to Beneficiaries, as certified by
the Company or the Designated Beneficiaries under Section 3.1 hereof.

                                       3

 
     "Managing Beneficiaries" shall have the meaning set forth in Section
3.6(b).

     "MIP" means the Management Incentive Plan of the Company.

     "MIP Amount" means, for each Beneficiary, the amount payable to such
Beneficiary under the MIP, as set forth on the Schedule of Benefits.

     "MIP Tail Amount" means, for each Beneficiary entitled thereto, the amount
deemed payable to such Beneficiary under the MIP, as set forth on the Schedule
of Benefits, if such Beneficiary is certified by the Company or the Designated
Beneficiaries to the Trustee under Section 3.1 hereof as eligible to receive
such benefits.

     "Moody's" shall mean Moody's Investors Service, Inc., a corporation
organized and existing under the laws of the State of Delaware, its successors
and their assigns.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust or
unicorporated organization.

     "Plan of Liquidation" means a plan (including by operation of law) that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously) (i) the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the referent Person otherwise than as an entirety or substantially as an
entirety and (ii) the distribution of all or substantially all of the proceeds
of such sale, lease, conveyance or other disposition and all or substantially
all of the remaining assets of the referent Person to the holders of the capital
stock, shares, interests, participations, rights in or other equivalents of the
referent Person.

     "Rating Agency" shall mean Fitch or Moody's or S&P, or any other recognized
national credit rating agency of comparable standing, which provides a rating
for any specified Investment Securities or Qualifying Institution.

     "Record Date" means August 31, 1995.

     "Register" means the list to be maintained by the Trustee containing the
names, mailing addresses and telephone numbers of the Beneficiaries, their
spouses and dependents.

     "Reinvestment Income" means any interest or other earnings earned on all or
part of the Trust Estate.

     "Sale or Merger Transaction" means a single transaction or series of
transactions pursuant to which the Company consolidates or merges with or into
any Person, or sells, assign, transfers, leases, conveys or otherwise disposes
of (or causes or permits any of the Company's Subsidiaries to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of the
Company's and its Subsidiaries' assets (determined on a consolidated basis) to
any Person, or adopts a Plan of Liquidation and, as a result of such transaction
or series of transactions: (a) the Company is not the surviving or continuing
corporation or (b) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person who

                                       4

 
acquires by conveyance, transfer or lease the properties of the Company
substantially as an entity or, in the case of a Plan of Liquidation, or Person
to which assets of the Company have been transferred, is not a corporation
organized and validly existing under the laws of the United States of America or
any State thereof and/or fails to expressly assume, by written instrument (in
form and substance satisfactory to the Designated Beneficiaries), executed and
delivered to the Trustee, the due and punctual payment of all obligations and
performance of all covenants under the Merger Agreement, EBP, MIP, Spungin
Agreement, the Employment Agreements and this Trust Agreement on the part of the
Company to be performed and observed. For purposes of the foregoing, the
transfer (by lease, assignment, sale or otherwise, in a single transaction or
series of transactions) of all or substantially all of the assets of one or more
of the Subsidiaries of the Company, the capital stock of which constitutes all
or substantially all of the assets of the Company, shall be deemed to be a
transfer of all or substantially all of the assets of the Company.

     "S&P" shall mean Standard & Poor's Corporation, a corporation organized and
existing under the laws of the State of New York, its successors and their
assigns.

     "Schedule of Benefits" means the schedule attached hereto as Schedule 2
                                                                  ----------
which, for purposes of this Agreement, lists the Beneficiaries and the amounts
of their respective EBP Amounts, MIP Amounts and possible MIP Tail Amounts.

     "Subsidiary" of any Person means (a) a corporation a majority of whose
Voting Stock is at the time, directly or indirectly, owned by such Person, by
one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person or (b) any other Person (other than a corporation)
in which such Person, a Subsidiary of such Person or such Person and one or more
Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, have at least a majority ownership interest.

     "Trust" means the USI Bonus Benefits Trust established pursuant to the
terms of this Agreement.

     "Trust Account" means the trust account established by the Trustee pursuant
to Section 2.4(a) hereof.

     "Trust Funds" means, at any time, the amount of funds in the Trust Account
including any Reinvestment Income thereon.

     "Voting Stock" means, with respect to any Person, securities of any class
or classes of capital stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members of the
board of directors of other govering body of such Person.

                                       5

 
                                   ARTICLE II

                          TRUST ESTATE; BANK ACCOUNTS
                          ---------------------------

     SECTION 2.1    Declaration of Irrevocable Trust.
                    -------------------------------- 

     The Trust created hereby is irrevocable.  The Company hereby waives,
releases and discharges all right, power and authority to revoke this Agreement
and the Trust hereby created, or to amend or supplement its terms, except as
expressly provided for in Section 6.3 hereof.  The Trustee hereby declares that,
in accordance with the provisions hereof, the Trustee shall hold, manage, invest
and distribute all of the assets now or hereafter constituting the Trust Estate
in trust for the benefit of the Beneficiaries and shall perform the duties
herein required to the best of its ability to the end that the interests of the
Beneficiaries may be adequately and effectively protected.

     SECTION 2.2    The LOC.
                    ------- 

     The Trustee acknowledges its acceptance, simultaneously with the execution
and delivery of this Agreement, of the LOC and declares that it will hold the
LOC and the balance of the Trust Estate for the benefit of the Beneficiaries in
accordance with the provisions hereof.  The Trust Estate shall consist of all of
the following: (a) all rights and benefits accruing to the Trust under this
Agreement and the LOC; (b) all amounts from time to time on deposit in the Trust
Account and Payment Accounts (as defined in Section 2.4(a) below; (c) all 
Reinvestment Income; and (d) all proceeds of the foregoing.

     SECTION 2.3    Conservation of Trust Estate.
                    ---------------------------- 

     The Trustee shall have no power to vary or sell the rights, privileges and
assets constituting the Trust Estate or to carry on any business involving such
assets.  The rights and duties specified for the Trustee herein are granted
solely for the purpose of protecting and conserving the assets constituting the
Trust Estate.

     SECTION 2.4    Trust Account and Payment Accounts.
                    ---------------------------------- 

     (a) On or before [the date the tender closes], the Trustee shall open and
maintain the a trust account for the receipt of LOC Proceeds and Reinvestment
Income (the "Trust Account").  On or before the date that funds will be
deposited in, and for as long as funds remain in, the Trust Account, the Trustee
shall open and maintain separate trust accounts, each designated to a particular
Beneficiary (individually, a "Payment Account" and collectively, the "Payment
Accounts").

     (b) The Trust Account and Payment Accounts shall be maintained in the name
of, and at the sole control of, the Trustee for the benefit of the
Beneficiaries.  The Trustee shall hold all amounts deposited into the Trust
Account and Payment Accounts under this Agreement for the benefit of the
Beneficiaries until distribution of any such amounts is accomplished under this
Agreement.  The amounts on deposit in the Trust Account and Payment Accounts (i)
may be maintained as subaccounts of a single master or concentration account if
required or deemed appropriate by the Trustee for investment, administrative or
settlement purposes and (ii) may be commingled for investment, administrative or
settlement purposes so long as the amounts required to be on deposit in such
subaccounts are credited to the proper subaccounts.

                                       6

 
                                  ARTICLE III

                    PAYMENT OF EBP, MIP AND MIP TAIL AMOUNTS
                    ----------------------------------------

     SECTION 3.1    Certification of Beneficiaries for MIP Tail Amount.
                    -------------------------------------------------- 

     (a) Each Beneficiary listed on the Schedule of Benefits as eligible to
receive an MIP Tail Amount shall become entitled to receive an MIP Tail Amount,
unless the Company, on or before October 1, 1995, certifies to the Trustee that
such Beneficiary either (i) was not employed by the Company on the Record Date,
(ii) was not involuntarily terminated by the Company after the "Change in
Control" (as defined in the MIP) or (iii) did not terminate his employment with
the Company by reason of "Total and Permanent Disability" (as defined in the
MIP) or death on or after the Change in Control.

     (b) If the Company certifies that any Beneficiaries indicated on the
Schedule of Benefits to be eligible to receive an MIP Tail Amount are not
entitled to receive such MIP Tail Amount, then, with respect to the
Beneficiaries not so certified, the Designated Beneficiaries may conduct an
inquiry, and, at their option, may certify one or more of such Beneficiaries as
eligible to receive an MIP Tail Amount by notice to the Trustee on or before
October 10, 1995.  The Trustee shall promptly furnish a copy of the Designated
Beneficiaries' certification to the Company.

     SECTION 3.2    Draws on the LOC.
                    ---------------- 

     On October 16, 1995, the Trustee shall draw on the LOC in an amount equal
to the Aggregate EBP Amount, the Aggregate MIP Base Amount and that portion of
the Aggregate MIP Tail Amount due to Beneficiaries, as certified by the Company
or the Designated Beneficiaries under Section 3.1 above, and deposit the LOC
Proceeds in the Trust Account.  The Trustee shall then promptly transfer from
the Trust Account to each Beneficiary's Payment Account an amount, for each
Beneficiary as set forth on the Schedule of Benefits, equal to such
Beneficiary's (i) EBP Amount, (ii) MIP Amount and (iii) MIP Tail Amount, if such
Beneficiary was certified to be entitled to his MIP Tail Amount, and then
distribute the funds in the Payment Accounts to the Beneficiaries thereof.

     SECTION 3.3    Reductions to the LOC Amount.
                    ---------------------------- 

     (a) The initial amount of the LOC shall be $________________ and shall
reduce by the amount of any draws on the LOC.

     (b) Effective as of the LOC Termination Date, the Trustee shall instruct
the LOC Issuer to reduce the LOC Amount to zero and shall cancel the LOC and 
return it to the LOC Issuer.

     SECTION 3.4    LOC Draw Event.
                    -------------- 

     If, prior to October 16, 1995, an LOC Draw Event shall occur, the Trustee
shall draw on the LOC within three (3) Business Days (but in any event on or
before October 16, 1995).  After drawing on the LOC, the Trustee shall deposit
the LOC Proceeds in the Trust Account.  If the Trustee has so drawn on the LOC,
then the Trustee, on October 16, 1995, shall transfer Trust

                                       7

 
Funds in the Trust Account to the Payment Accounts and pay out to Beneficiaries
their respective EBP Amounts, MIP Amounts and MIP Tail Amounts, as set forth on
the Schedule of Benefits.

     SECTION 3.5    Insufficiency of Trust Estate.
                    ----------------------------- 

     The Trustee shall attempt to make all distributions of Trust Funds in
accordance with the procedures set forth in this Agreement.  If at any time the
Trustee, after making all permitted draws on the LOC, is unable to pay from
Trust Funds all amounts which have become payable to Beneficiaries or other
parties, then the remaining Trust Funds shall be paid pro rata to all
Beneficiaries in the proportion which each Beneficiary's respective EBP Amount,
MIP Amount and MIP Tail Amount, taken together, bear to the sum of the Aggregate
EBP Amount, Aggregate MIP Amount and Aggregate MIP Tail Amount.

     SECTION 3.6    Remedies If Draw is Dishonored.
                    ------------------------------ 

     (a) In case any draw on the LOC is dishonored, the Trustee, in its
discretion may proceed to protect and enforce its rights and the rights of the
Beneficiaries under this Agreement by a suit, action or proceeding in equity or
at law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the execution of any power
granted in this Agreement or for the enforcement of any other legal, equitable
or other remedy, as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce any of the rights of the Trustee or the
Beneficiaries.

     (b) In case any draw on the LOC is dishonored, those Beneficiaries desiring
the Trustee to take action to enforce and conserve the Trust Estate, shall offer
to provide the Trustee such reasonable indemnity as the Trustee may require
against the costs, expenses, and liabilities to be incurred (as estimated by the
Trustee) by instituting any suit, action, or proceeding in equity or at law upon
or under or with respect to the LOC.  Each such Beneficiary shall subscribe for
the estimated costs, expenses and liabilities likely to be incurred by the
Trustee in the ratio which its share of any expected recovery bears to the
entire recovery, as agreed among such Beneficiaries, or in the absence of such
agreement, as decided by the Trustee in its discretion without liability of any
kind to the Beneficiaries for such decision.  Upon establishing the pro rata
shares for the Trustee's indemnity and the payment of any amounts or furnishing
of such security as may be required by the Trustee, such Beneficiaries shall
constitute the "Managing Beneficiaries", each with a vote in proportion to its
subscribed share of the Trustee's indemnity (all votes totalling 100%).  Actions
of the Trustee authorized by the Managing Beneficiaries shall require a 51% vote
of the Managing Beneficiaries.

     (c) In case any draw on the LOC is dishonored, the Managing Beneficiaries
with aggregate votes of 51% or more shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that, subject to Section 5.1, the Trustee shall have the right to
decline to follow any direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken, or if the
Trustee in good faith determines that the action so directed would be illegal or
involve it in personal liability or be unduly prejudicial to the rights of
Beneficiaries not parties to such direction; and provided further that nothing
in this Agreement shall impair the right of the Trustee to take any action
deemed proper by the Trustee and which is not inconsistent with such direction
by the Managing Beneficiaries.

                                       8

 
                                   ARTICLE IV

                             ACCOUNTING AND REPORTS
                             ----------------------

     SECTION 4.1    Investment of Trust Funds.
                    ------------------------- 

     The Trustee shall invest any funds deposited in the Trust Account in
Eligible Investments in such manner as will most conveniently ensure access to
Trust Funds when needed for distributions as directed in writing by the 
Designated Beneficiaries.  The Trustee shall have no duty to maximize 
investment returns.

     SECTION 4.2    Manner of Making Distributions.
                    ------------------------------ 

     All distributions to Beneficiaries shall be made by checks sent by first
class United States mail, postage prepaid, to the addresses appearing on the
Register.  Upon the execution of this Agreement, the Company has furnished the
initial Register to the Trustee.  The Designated Beneficiaries are authorized to
provide notices to the Trustee advising of changed addresses for any of the
Beneficiaries.  Upon recipt of such notice, the Trustee shall make the
corresponding changes in the Register.

     SECTION 4.3    Tax Returns.
                    ----------- 

     The Trustee shall prepare or shall cause to be prepared any tax returns
required to be filed by the Trust and such returns shall be filed by the
Trustee.  In no event shall the Trustee be liable for any liabilities, costs or
expenses of the Trust or the Beneficiaries under any tax law, including without
limitation Federal, state or local income or excise taxes or any other tax
imposed on or measured by income (or any interest or penalty with respect
thereto or arising from a failure to comply therewith).


                                   ARTlCLE V

                                  THE TRUSTEE
                                  -----------

     SECTION 5.1    Duties of Trustee; Standard of Care.
                    ----------------------------------- 

     The Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.  The Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise, as a prudent corporate trustee under a trust
indenture.  No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own gross negligent action, its own gross
negligent failure to act or its own wilful misconduct; provided, however, that:

     (1) The duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable except
for the performance of such duties and obligations as are specifically set forth
in this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and, in the absence of bad faith

                                       9

 
on the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;

     (2) The Trustee shall not be personally liable for an error of judgment
made in good faith by the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts or in performing its duties;

     (3) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with
the direction, as provided under the terms of this Agreement, of the Designated
Beneficiaries relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Agreement, except that the
enforcement of remedies pursuant to Section 3.6 shall be directed by the
Managing Beneficiaries as therein provided; and

     (4) The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     SECTION 5.2    Certain Matters Affecting the Trustee.
                    ------------------------------------- 

     (a) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform as to form to the requirements of this Agreement.  The Trustee may rely
and shall be protected in acting or refraining from acting upon any resolution,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties.

     (b) The Trustee may consult with counsel and any opinion of counsel for the
Trustee shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such opinion of counsel.

     (c) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Beneficiaries, pursuant to the provisions of this Agreement,
unless the Designated Beneficiaries concur in such request, order or direction
and shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may he incurred therein or thereby.

     (d) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by the Designated
Beneficiaries; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such

                                      10

 
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such cost, expense or liability
as a condition to so proceeding.

     (e) The Trustee may execute any of the trusts or powers hereunder or
perform any duties as Trustee hereunder either directly or by or through agents
or attorneys or a custodian and shall not be liable for any acts or omissions of
such agents, attorneys or custodians if appointed by it with due care hereunder.

     SECTION 5.3    Trustee Not Liable for Unpaid Claims.
                    ------------------------------------ 

     The Trustee makes no representations as to the validity or sufficiency of
the Trust Estate to pay the Aggregate EBP, Aggregate MIP and Aggregate MIP Tail
to the Beneficiaries.  No recourse shall be had for any claim based on any
provision of this Agreement, including the LOC, against American National Bank
and Trust Company of Chicago in its individual capacity, and American National
Bank and Trust Company of Chicago shall not have any personal obligation,
liability or duty whatsoever to any Beneficiary or any other person with respect
to any such claim, and any such claim shall be asserted solely against the
Trust, except for such liability as is finally determined to have resulted from
its own gross negligence or willful misconduct.

     SECTION 5.4    Trustees' Compensation.
                    ---------------------- 

     (a) As compensation for its services hereunder, the Company shall pay to
the Trustee a base fee of $______________ upon execution of this Agreement and
shall also pay the following fees and expenses of the Trustee (in addition to
the base fee):

          (i) except as otherwise expressly provided herein, all reasonable
     expenses, disbursements and advances incurred or made by the Trustee in
     accordance with any provision of this Agreement (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel)
     except any such expense, disbursement or advance as may be attributable to
     its gross negligence or wilful misconduct;

          (ii) any loss, liability or expense incurred by Trustee without gross
     negligence or wilful misconduct on its part, arising out of or in
     connection with the acceptance or administration of this Trust and its
     duties hereunder, including the costs and expenses of defending itself
     against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

     (b) If the other fees and expenses of the Trustee herein provided to be
paid by the Company are not so paid, they shall be payable out of the Trust
Estate, and if Trust Funds are insufficient to pay amounts then due the Trustee,
the Trustee shall draw on the LOC in an amount sufficient to pay amounts then
due and permitted to be reimbursed from the Trust Estate.

     SECTION 5.5    Eligibility Requirements for Trustee.
                    ------------------------------------ 

     The Trustee hereunder shall at all times be an Eligible Trustee.  In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 5.5, the Trustee shall resign immediately in the
manner and with the effect specified in Section 5.6.

                                      11

 
     SECTION 5.6    Resignation or Removal of Trustee.
                    --------------------------------- 

     The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Designated Beneficiaries and the
Company, provided such notice is given on or before September 1, 1995.  Upon
receiving such notice of resignation, the Designated Beneficiaries shall
promptly appoint a successor Trustee by written instrument.  If no successor
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 5.5 and shall fail to resign after written request
therefor by the Designated Beneficiaries, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Trustee or any Beneficiary on behalf of itself and all others similarly situated
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 5.6 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 5.7.

     SECTION 5.7    Successor Trustee.
                    ----------------- 

     Any successor Trustee appointed as provided in Section 5.6 shall execute,
acknowledge and deliver to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee.  The predecessor Trustee shall deliver
or cause to be delivered to the successor Trustee the LOC and any related
documents and statements held by it hereunder; and the successor Trustee and
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certain vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.

     No successor Trustee shall accept appointment as provided in this Section
5.7 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions the provisions of Section 5.5.

     Upon acceptance of appointment by a successor Trustee as provided in this
Section 5.7, the successor Trustee shall mail notice of such succession to the
Beneficiaries at their addresses as shown in the Register.

     SECTION 5.8    Merger or Consolidation of Trustee.
                    ---------------------------------- 

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which

                                      12

 
the Trustee shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be eligible under the provisions of Section 5.5,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

     SECTION 5.9    Claims Under the Agreement.
                    -------------------------- 

     All rights of action and claims under this Agreement instituted,
prosecuted, enforced or defended by the Trustee shall be conducted in its own
name or in its capacity as Trustee.  Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
benefit of the Beneficiaries in respect of which such judgment has been
recovered, in accordance with their respective interests in the Trust Estate.

     SECTION 5.10  Designated Beneficiaries.
                   ------------------------ 

     (a) Except as specifically provided in this Agreement, no Beneficiary shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust or the obligations of the parties hereto, such right
being herein reserved solely to the Designated Beneficiaries or, in the limited
circumstances under Section 3.6, to the Managing Beneficiaries.

     (b) The Designated Beneficiaries shall have no right by virtue of any
provisions of this Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to this Agreement, unless they
previously shall have given to the Trustee a written notice of the action
desired to be taken and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for thirty (30) days after its
receipt of such notice, request, and offer of indemnity, shall have neglected or
refused to institute any such actions, suit, or proceeding.  It is understood
and intended, and expressly covenanted by each Beneficiary with every other
Beneficiary and the Trustee, that no one or more Beneficiaries shall have any
right in any manner whatever by availing itself or themselves of any provisions
of this Agreement to affect, disturb, or prejudice the rights of any other
Beneficiaries, or to obtain or seek to obtain priority over or preference to any
other such Beneficiary, or to enforce any right under this Agreement, except in
the manner herein provided and for the benefit of all Beneficiaries, in 
accordance with their respective interests in the Trust Estate.  For the 
protection and enforcement of the provisions of this Section, each and every
Beneficiary and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     (c) The Designated Beneficiaries make no representations as to the validity
or sufficiency of the Trust Estate to pay the Aggregate EBP, Aggregate MIP and
Aggregate MIP Tail to the Beneficiaries.  No recourse shall be had by any
Beneficiary or his successors and assigns for any claim based on any provision
of this Agreement, including the LOC, against any of the Designated
Beneficiaries in their individual capacity, and the Designated Beneficiaries
shall not have any personal obligation, liability or duty whatsoever to any
Beneficiary or his successors or assigns with respect to any such claim, and any
such claim shall be asserted solely against the Trust.

     (d) The Designated Beneficiaries shall be under no obligation to exercise
any of the rights or powers vested in them by this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto, at the
request, order or direction of any of the Beneficiaries, pursuant to the
provisions of this Agreement, unless the Designated Beneficiaries concur in such

                                      13

 
request, order or direction and the remaining Beneficiaries shall have offered
to the Designated Beneficiaries reasonable security or indemnity against the
costs, expenses and liabilities which may he incurred therein or thereby.

     (e) The Designated Beneficiaries, in their representative capacity and not
in their capacity as Beneficiaries, shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document given to them pursuant to this Agreement.  The
Designated Beneficiaries may consult with counsel and any opinion of counsel for
the Designated Beneficiaries shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by them
hereunder in good faith and in accordance with such opinion of counsel.

     (f) The Company shall protect, defend, indemnify and hold the Designated
Beneficiaries forever harmless from and against any and all liabilities,
demands, claims, actions, causes of action, asssessments, losses, costs, damages
or expenses, including attorneys' and accountants' fees in connection with any
of their acts or omissions, in their representative capacity and not in their
capacity as Beneficiaries, arising from or in connection with their exercise of,
or failure to exercise, any of the rights and powers granted to them under this
Agreement or as a result of or arising out of or by virtue of their status as
Designated Beneficiaries; provided, however, the foregoing indemnity obligation
of the Company shall not extend to actions brought, threatened or asserted
against the Company by the Designated Beneficiaries in connection with the Trust
or any other matter (other than actions brought solely to enforce the
obligations of the Company under this indemnity).  If the Company shall fail to
keep and perform its indemnity obligations hereunder, the Designated
Beneficiaries may give notice to the Trustee to indicate that the Company is in
breach of its obligations under this Section 5.10 and requesting a draw on the
LOC in the amount required to be reimbursed for any liabilities arising from
such breach, the Trustee shall deliver a copy of such notice to the Company.
Unless the Company, within thirty (30) days after service of such notice, has
delivered to the Trustee a signed release from the Designated Beneficiaries
rescinding their earlier notice, then, on the thirty-first (31st) day after
service of such notice, or the next Business Day if such day is not a Business
Day, the Trustee shall draw on the LOC (if the LOC has not previously been drawn
in full) in the amount of the notice from the Designated Beneficiaries and
deposit the LOC Proceeds into the Trust Account.  The Trustee shall promptly
transfer funds in such amount from the Trust Account to the Payment Accounts of
the Designated Beneficiaries as they shall jointly direct and distribute the
funds in the Payment Accounts to the respective Designated Beneficiaries.


                                   ARTICLE VI

                                 MISCELLANEOUS
                                 -------------

     SECTION 6.1    Maintenance of Office or Agency.
                    ------------------------------- 

     The Trustee will maintain or cause to be maintained, in the City of
Chicago, Illinois, an office or offices or agency or agencies where notices and
demands to or upon the Trustee in respect of this Agreement may be served.

                                      14

 
     SECTION 6.2    Termination.
                    ----------- 

     The Trustee shall wind up the affairs of the Trust promptly after the LOC
Termination Date and, at such time, the Trustee shall return the LOC to the LOC
Issuer.  The Trustee shall pay to the LOC Issuer any money held by it in the
Trust Account that remains unclaimed at the time of termination of the Trust;
and, at such time, the obligations and responsibilities created by the Agreement
and the Trust created thereby shall terminate.

     SECTION 6.3    Amendment.
                    --------- 

     (a) This Agreement may be amended from time to time by the Company with the
prior written consent of the Designated Beneficiaries, to cure any ambiguity or
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, as the case may be, or to add any
other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement
in any material respect; provided, however, that such action shall not, as
evidenced by an opinion of counsel for the Trustee, adversely affect the
interests of any Beneficiary.

     (b) Promptly after the execution of any amendment or consent pursuant to
this Section 6.3, the Trustee shall furnish written notification of the
substance of such amendment to each Beneficiary.

     (c) The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement or otherwise.

     (d) Upon the execution of any amendment to this Agreement, this Agreement
shall be modified in accordance therewith, and such amendment shall form a part
of this Agreement for all purposes; and every Beneficiary shall be bound
thereby.

     SECTION 6.4    Voting by Beneficiaries.
                    ----------------------- 

     For purposes of establishing the number of Beneficiaries voting on any
matter, the original number of Beneficiaries listed on the Schedule of Benefits
hereto shall constitute the total maximum number of votes. All legal heirs,
representatives, successors and assigns of any Beneficiary shall in the
aggregate be considered as a single vote.

     SECTION 6.5    Notices.
                    ------- 

     All communications and notices hereunder shall be in writing and shall be
deemed given if delivered personally or mailed by registered or certified mail
(reurn receipt requested), to the parties at the following address:

     If to the Trustee:

     33 N. LaSalle Street, 13th Floor
     Chicago, Illinois  60690
     Attention:  Corporate Trust Administration

                                      15

 
     If to the Company:

     ------------------------------

     ------------------------------

or at such other address for a party as specified by like notice, which shall be
effective when sent as described above.  All communications and notices pursuant
hereto to a Beneficiary shall be in writing and delivered or mailed to the
address shown in the Register.

     SECTION 6.6    Merger and Integration.
                    ---------------------- 

     Except as specifically stated otherwise herein, this Agreement sets forth
the entire understanding of the parties relating to the subject matter hereof,
and all prior understandings, written or oral, are superseded by this Agreement.
This Agreement may not be modified, amended, waived, or supplemented except as
provided herein.

     SECTION 6.7    Headings.
                    -------- 

     The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

     SECTION 6.8    Governing Law.
                    ------------- 

     This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois.

     SECTION 6.9    Counterparts.
                    ------------ 

     This Agreement may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.

     SECTION 6.10   Examination of Trust Records.
                    ---------------------------- 

     The Company and any Beneficiary may examine the books and records
maintained by the Trustee during normal business hours at the office of the
Trustee upon compliance with the reasonable requirements of the Trustee.

     SECTION 6.11   Court Orders and Litigation.
                    --------------------------- 

     In case any part of the Trust property shall be attached, garnished, or
levied upon any court order, or the delivery thereof shall be stayed or enjoined
by an order of court, or any order, judgment or decree shall be made or entered
by any court order affecting the property deposited under this Agreement, or any
part thereof, the Trustee is hereby expressly authorized in its sole discretion,
to obey and comply with all writs, orders or decrees so entered or issued, which
it is advised by legal counsel of its own choosing is binding upon it, whether
with or without jurisdiction, and in case the Trustee obeys or complies with any
such writ, order or decree it shall not be liable

                                      16

 
to any of the parties thereto or to any other person, firm or corporation, by
reason of such compliance notwithstanding such writ, order or decree be
subsequently reversed, modified, annulled, set aside or vacated.  In the event
that the Trustee becomes involved in litigation on account of the Trust property
or this Agreement, it shall have the right to retain counsel and shall have a
lien on the property deposited hereunder for the costs, attorneys' and
solicitors' fees, charges, disbursements, and expenses in connection with such
litigation; and shall be entitled to reimburse itself therefor out of the
property deposited hereunder, and if it shall be unable to reimburse itself from
the property deposited hereunder, the Company agrees to pay to the Trustee on
demand, its reasonable charges, counsel and attorneys' fees, disbursements, and
expenses in connection with such litigation.

     SECTION 6.12  Conflicting Demands,
                   ------------------- 

     In the event that conflicting demands are made upon the Trustee for any
situation not addressed in this Agreement, the Trustee may withhold performance
of this Agreement until such time as said conflicting demands shall have been
withdrawn or the rights of the respective parties shall have been settled by
court adjudication, arbitration, joint order or otherwise.  

                                      17

 
     IN WITNESS WHEREOF, the Company and Trustee have caused this Agreement to
be executed by their respective officers thereunto duly authorized this ____ day
of ______________________, 1995.

TRUSTEE:  AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO


By:     __________________________________________
        [Name]
        [Title]


Attest: __________________________________________
        [Name]
        [Title]


COMPANY:  UNITED STATIONERS INC.


By:     __________________________________________
        [Name]
        [Title]


Attest: __________________________________________
        [Name]
        [Title]

                                      18

 
                                   SCHEDULE 1
                                   ----------

                                    THE LOC
                                    -------

Date:
Number:
Amount:  $U.S.:


Beneficiary:          On Behalf of:

Trustee               United Stationers Inc.
__________
__________, Illinois  _____________________, IL  _____

                                 Stated Expiry

                                 [Insert 1 year after Tender Offer]
 

Re:  USI BONUS BENEFITS TRUST
     ------------------------

1.   We hereby establish our irrevocable Letter of Credit in favor of
     ____________________________________, not in its individual capacity, but
     solely as Trustee of the USI Bonus Benefits Trust (the "Trustee") created
     under the provisions of a Trust Agreement dated as of ________, 1995
     between United Stationers Inc., a Delaware corporation (the "Company") and
     the Trustee (the "Trust Agreement"), for the account of the Company in the
     amount of _______________________________________ U.S. Dollars ($         )
     available by your draft(s) on us at sight.  Each draft shall be
     substantially in the form of Exhibit "A" hereto.  Partial drawings are
     permitted.

2.   Partial Reductions
     ------------------

     This Letter of Credit shall be reduced only when and to the extent of each
     draw by the Trustee and by amounts which we are instructed in writing by
     the Trustee to reduce this Letter of Credit.

3.   No right of set-off
     -------------------

     This Letter of Credit shall remain in effect without regard to any default
     in payments of sums owed us by the Company and without regard to any claims
     or right of set off which we may have against the Company.

4.   This Letter of Credit shall remain in full force and effect notwithstanding
     any amendment to such Trust Agreement, and the Trustee is not required to
     furnish notice of any such amendment.

5.   In the event the Trustee draws on this Letter of Credit in accordance with
     the terms hereof and we fail to honor said draft for any reason, we shall
     be liable for all of the Trustee's costs

 
     and expenses in enforcing this Letter of Credit including the Trustee's
     reasonable attorneys' fees.

This Irrevocable Letter of Credit is subject to the "Uniform Customs and
Practice for Documentary Credit, the International Chamber of Commerce
Publication #500 (Latest Revision)", except as herein and above modified.

 
                                   EXHIBIT A

                                ___________ Bank

                          Letter of Credit No. ______

                                     DRAFT


     PAY $_________________________ TO _________________________________, AS
TRUSTEE OF THE USI BONUS BENEFITS TRUST.

     _____________________________ (the "Trustee") hereby certifies as follows:
That this Draft is executed by: ______________________________________________,
whose title is ______________________ and who has full authority to execute 
this Draft; that it is made and delivered to obtain payment against ____________
_______ Bank, Letter of Credit Number ______________ dated _____________________
for purposes of that certain trust (known as the USI Bonus Benefits Trust) 
created under the provisions of a trust agreement dated as of _________, 1995 
between United Stationers Inc., as settlor, and the Trustee.


                                    _________________________________________


                                    BY: _____________________________________

                                    ITS:_____________________________________


Dated: _________________________________

 
                                   SCHEDULE 2
                                   ----------

                              SCHEDULE OF BENEFITS
                              --------------------

Beneficiaries                 EBP                MIP               MIP TAIL
- -------------                 ---                ---               --------

EX-99.20

                                                                      EXHIBIT 20
 
                             AMENDMENT TO BY-LAWS

                                      OF

                            UNITED STATIONERS INC.
                            ----------------------

     Following approval at a meeting of the directors of United Stationers Inc. 
(the "Corporation") on February 10, 1995, Article VII of the By-laws of the 
Corporation are amended in their entirety to read as follows:

          ARTICLE VII INDEMNIFICATION

     1.   Obligation to Indemnify.  The Corporation shall indemnify and advance 
          ------------------------
expenses to the fullest extent permitted by applicable law to each person (and, 
where applicable, the person's intestate estate, the legal or personal 
representative of the person, the estate of such person and such person's 
legatees and heirs) who is or has served as a director, officer, employee, agent
or trustee of an employee benefit plan for:

     (i)  the Corporation;

    (ii)  any predecessor of the Corporation; or

   (iii)  any other corporation, partnership, joint venture, trust or 
          enterprise who served at the request of the Corporation or any
          predecessor of the Corporation and who may be indemnified pursuant to
          the provisions of the Delaware General Corporation Law.

          (a)  Construction and Presumption Favoring Indemnification.  In 
               ------------------------------------------------------
connection with each claim indemnification, this Article shall be liberally 
construed in favor of indemnification and there shall be a rebuttable 
presumption that the claimant is entitled to such indemnification and the 
Corporation shall bear the burden of proving by a preponderance of the evidence 
that the claimant is not so entitled to indemnification.

          (b)  Advancement of Expenses.  The advancement of expenses shall be 
               ------------------------
made upon receipt by the Corporation of an undertaking by or on behalf of the 
person seeking indemnification

 
to repay such amounts./1/ The required undertaking can be in the form of a 
written unsecured promise by such person stating that in the event it is 
determined by a court of competent jurisdiction that the Corporation is not 
permitted by law to indemnify the expenses of the person, then the Corporation 
shall be repaid for the advancement of expenses. Further, the person shall be 
allowed their choice of counsel and all reasonable fees and expenses, including 
attorneys' fees and expenses, shall be paid no later than thirty days after the 
tender of a statement of expense.

          (c)  Enforcement of Indemnification Right. If a claim under this 
               ------------------------------------
Article VII is not paid in full by the Corporation within thirty (30) days after
a written claim has been received by the Corporation, the claimant may at any 
time thereafter bring suit against the Corporation to recover the unpaid amount 
of the claim and, if successful in whole or in part, the claimant shall also be 
entitled to be paid for any and all expenses incurred in prosecuting such claim.
Neither of the following shall be a defense to any such action nor create a 
presumption that the claimant has not met the applicable standards of conduct:

     (i)  The failure of the Corporation (including its board of directors,
          independent counsel or its shareholders) to have made a determination
          prior to the commencement of such action that indemnification of the
          claimant is proper.

     (ii) An actual determination by the Corporation (including its board of
          directors, independent legal counsel, or its shareholders) that the
          claimant was not entitled to indemnification.

          (d)  Defense to Enforcement. It shall be a defense to any action for 
               ----------------------
indemnity


- -------------
     /1/ "Expenses" shall refer to all disbursements, costs or expenses 
reasonably incurred by the person directly or indirectly in connection with an 
event from which indemnification is or may be sought, including, but not limited
to, fees and disbursements of counsel, accountants or other experts employed in 
connection with any indemnifiable event, including all such expenses, 
distributions and costs of investigation incurred in connection with or prior to
the initiation of any proceeding related to an indemnifiable event.


                                       2

 
under this Article VII that the claimant has not met the standards of conduct 
which made it permissible for the Corporation to indemnify the claimant for the 
amount claimed. The burden of proving this defense shall be on the Corporation. 
The defense provided by this subparagraph (d) shall not apply to an action 
brought to enforce a claim for expenses incurred in defending any proceeding in 
advance of its final disposition where any required undertaking to repay 
advanced amounts has been tendered to the Corporation.

          (e)  Confidentiality.
               ----------------

               (i)  Any finding by the board of directors, independent legal 
counsel or the shareholders that a person asserting a claim for indemnification 
pursuant to this Article VII is not entitled to such indemnification, and any 
information which may support such finding, shall be held by the board of 
directors, independent legal counsel and the shareholders in confidence except 
to the extent disclosure is compelled by law and shall not otherwise be 
disclosed to any third party.

               (ii)  If the Corporation, the board of directors, independent 
legal counsel or the shareholders are requested or required (by questions, 
interrogatories, requests for information or documents, subpoena or other 
process) to disclose any such confidential information, the person or entity so 
requested or required shall provide the claimant with prompt notice of each such
request and shall use its best efforts to lawfully not disclose any such 
confidential information (and shall only disclose that which is required to be 
disclosed), including without limitation, seeking a protective order at the 
Corporation's expense.

     2.   Contract Right. The foregoing provision of this Article VII shall be 
          ---------------
deemed to be a contract between the Corporation and each person who serves in 
the capacity described herein at any time while this Article VII is in effect, 
and any repeal or modification of this Article VII shall not impair or otherwise
affect any rights or obligations then existing with respect to any state of 
facts then or theretofore existing or any action, suit or proceeding theretofore
or thereafter brought

                                       3

 
based in whole or in part upon any such state of facts.

     3.   Indemnity of Others. The board of directors in its discretion shall 
          -------------------
have power on behalf of the Corporation to enter into agreements to indemnify 
any person made a party to any action, suit or proceeding by reason of the fact 
that he, his testator or intestate, legal or personal representative, legatees 
or heirs is or was an employee, agent or otherwise acting on behalf of the 
Corporation or predecessor of the Corporation or serving at the request of the 
Corporation or its predecessor, as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise.

     4.   Non-Exclusivity. The rights of indemnification and advancement of
          ---------------
expenses provided by this Article VII shall not be deemed exclusive of any
rights not provided in this Article VII to which any person may otherwise be
entitled.


     5.   Reports. The Corporation shall report to its shareholders any payment 
          -------
of indemnity or advancement of expenses pursuant to this Article VII to the 
extent required by applicable law.

     6.   Severability. If for any reason a provision of this Article VII shall 
          ------------
be deemed invalid or is unenforceable, the corporation shall remain obligated to
indemnify and advance expenses subject to all those provisions of this Article 
which are not invalid or unenforceable.


                                       4

EX-99.21

 
Joel D. Spungin                                     Thomas W. Sturgess
Chairman of the Board and                           Chairman of the Board
Chief Executive Officer                             Associated Holdings, Inc.
or                                                  (214) 720-1313
Kathleen S. Dvorak
Director, Investor Relations
United Stationers Inc.
(708) 699-5000

                                  EXHIBIT 21
                                  ----------

                                                           FOR IMMEDIATE RELEASE


              UNITED STATIONERS INC. AND ASSOCIATED HOLDINGS, INC.
              ----------------------------------------------------
                           ANNOUNCE MERGER AGREEMENT
                           -------------------------


     Des Plaines, Ill. Feb. 14, 1995 -- United Stationers Inc. (NASDAQ: USTR)
and Associated Holdings, Inc., parent company of Associated Stationers Inc.,
announced the signing of a definitive Merger Agreement under which Associated
Holdings would acquire United Stationers Inc.  Associated Holdings will commence
a tender offer no later than Feb. 21, 1995 for up to 92.5% of the outstanding
shares of United Stationers at a price of $15.50 per share in cash, or
approximately $266.6 million in the aggregate for such interest.

     The tender offer will be followed by a merger of Associated Holdings into
United Stationers, with United Stationers Inc. being the surviving legal entity.
In the Merger, shares representing a total of 7.5% of the currently outstanding
stock will remain outstanding as shares of the surviving company and will
represent, in the aggregate, a 20% common stock interest, on a fully diluted
basis, in the surviving company which will remain public.  Holders of shares not
purchased in the tender offer will receive in the aggregate cash equal to the
portion, if any, of the $266.6 million not paid to shareholders in the tender
offer as well as their proportionate interest in the combined company.

     As a result of the merger, the owners of Associated Holdings will control
80% of the combined company on a fully diluted basis.  The proposed tender offer
is subject to various


United Stationers Inc. and Associated Holdings, Inc.
Announce Merger Agreement
Page 2

 
conditions, including the closing by Associated of its financing and the tender
of a majority of the fully-diluted United Stationers shares in the tender offer.
Associated Holdings has informed United Stationers that Associated has obtained
a financing commitment from The Chase Manhattan Bank, N.A. for amounts
sufficient to complete the transaction.

     The directors and certain stockholders of United Stationers have agreed,
subject to certain conditions, to tender all of their shares, representing in
total 27.1% of United Stationers outstanding shares.

     The execution of the Merger Agreement was jointly announced by Joel D.
Spungin, Chairman of the Board and Chief Executive Officer of United Stationers
Inc., and Thomas W. Sturgess, Chairman and Chief Executive Officer of
Associated:  "We are delighted to announce the agreement for the combination of
United Stationers and Associated Stationers.  The combined company will be
capable of achieving greater efficiencies in meeting the needs of our customers
and suppliers and will be well positioned to respond to the opportunities and
challenges facing our industry.  This transaction brings together two
outstanding management teams with complementary operating philosophies."

     As previously announced, Mr. Sturgess will be Chairman of the combined
company and Jeffrey K. Hewson, currently President of United Stationers, will
serve as Chief Executive Officer of the combined entity, with Michael Rowsey of
Associated Stationers and Steven Schwarz of United Stationers reporting to him.
Mr. Spungin and Mr. Hewson are expected to continue as directors of the combined
company.
                                    - more -


United Stationers Inc. and Associated Holdings, Inc.
Announce Merger Agreement
Page 3

 
     William Blair & Company and Lazard Freres & Co. acted as financial advisors
to United Stationers in connection with this transaction.  Chase Securities,
Inc. has been retained to act as financial advisor to Associated.

     United Stationers Inc. is North America's largest wholesaler of business
products to resellers.  Through its computer-based physical distribution system,
more than 25,000 items are available substantially within 24 hours through
distribution points in 58 major hub cities.  Associated Stationers,
headquartered in Itasca, Ill., has 17 facilities located throughout the
continental United States and is the third largest wholesaler of business
products to resellers in the United States.  Associated is controlled by Wingate
Partners, a Dallas-based private investment firm.

     The common stock of United Stationers is traded on the NASDAQ Stock Market
(SYMBOL: USTR) and is quoted in its national market system listings.

EX-99.22

                                                                      EXHIBIT 22
 
                                   United Stationers Inc. 
                                   2200 East Golf Road
                                   Des Plaines, IL 60016

                                   November 16, 1994

Associated Stationers Inc.
1075 Hawthorn Drive
Itasca, Il 60143

Wingate Partners
750 N. St. Paul, Suite 1200
Dallas, TX 75201
Attention: Thomas W. Sturgess, Chairman

Dear Tom:

           You have requested information from United Stationers Inc. (the 
"Company") in connection with your evaluation of the possibility of a 
transaction between the Company and/or its security holders and yourself. As a 
condition to our furnishing such information to you, we are requiring that you 
agree, as set forth below, to treat confidentially such information and any 
other information we or our agents furnish to you, whether furnished before or 
after the date of this letter (such information being collectively referred to 
herein as the "Evaluation Material"). For purposes of this letter, it is 
understood and agreed that the term "Evaluation Material" shall also include all
analyses, compilations, studies and other documents prepared by you or on your 
behalf that contain, reflect or based upon any such information.

           You acknowledge that the Evaluation Material has substantial economic
value to the Company and that the Company would suffer economic injury if any of
the Evaluation Material were disclosed or used in a manner other than as 
permitted hereby. You agree that you will not use the Evaluation Material in any
way detrimental, in the judgment of the Company's management, to the Company 
and that such information will be kept confidential by you and your agents and 
advisors; provided, however, that (i) any of such information may be disclosed 
to  your directors, officers and employees and to representatives of your 
advisors, and to individuals acting in similar capacities on your behalf, in 
each case who need to know such information for the purpose of evaluating a 
possible transaction between you and the Company and/or its security holders (it
being understood that such directors, officers, employees, representatives and 
other persons shall be informed by you of the confidential nature of

 
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 2

such information and you shall cause them to treat such information 
confidentially and to restrict the use of such information in accordance with 
the terms hereof as if they were expressly bound hereby), and (ii) any 
disclosure of such information may be made to which the Company consents in 
writing.

          If at any time you consider a transaction which would involve 
participation directly or indirectly by a third party, you agree that such third
party will undertake with you to hold such information in confidence (which 
undertaking shall be in writing and for the express benefit of the Company) 
prior to disclosure by you to any such third party of any Evaluation Material.

          In addition, without the prior written consent of the other party, 
each of the Company and you will not, and will direct its directors, officers, 
employees and representatives of your advisors not to, disclose to any person 
either the fact that discussions or negotiations are taking place concerning a 
possible transaction between the Company and/or its security holders and 
yourself or any of the terms, conditions or other facts with respect to any such
possible transaction, including the status thereof and the possibility thereof. 
The term "person" as used in this letter shall be broadly interpreted to 
include, without limitation, any corporation, company, partnership, other entity
or individual.

          In addition, you hereby acknowledge that you are aware, and that you 
will advise your directors, officers, employees, agents and advisors who are 
informed as to the matters which are the subject of this letter agreement, that 
the United States securities laws prohibit any person who has material, 
non-public information concerning the matters which are the subject of this 
letter agreement from purchasing or selling securities of a company which may be
a party to a transaction of a type contemplated by this letter agreement or from
communicating such information to any other person under circumstances in which 
it is reasonably foreseeable that such person is likely to purchase or sell such
securities.

          In the event that you are requested or required (by oral questions, 
interrogatories, requests for information or documents, subpoena, civil 
investigative demand or similar process or otherwise by law) to disclose any 
information supplied to you or your agents or representatives in the course of 
your dealings with the Company or its representatives or agents, you

 
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 3


will provide the Company with prompt notice of such request(s) and the documents
and other information requested thereby so that the Company may seek an 
appropriate protective order and/or waive your compliance with the provisions of
this letter agreement.  It is further agreed that, if in the absence of a  
protective order or the receipt of a waiver hereunder you are nonetheless, in 
the opinion of your counsel (who shall not be an employee of yours), compelled 
to disclose information concerning the Company to any tribunal or governmental 
agency or authority or else stand liable for contempt or suffer other censure or
penalty, you may disclose such information to such tribunal or governmental 
agency or authority without liability hereunder; provided, however, that you 
shall give the Company written notice of the information to be so disclosed as 
far in advance of its disclosure as is practicable and shall use your best 
efforts to obtain an order or other reliable assurance that confidential 
treatment will be accorded to such portion of the information required to be 
disclosed as the Company designates.

          You hereby acknowledge that the Evaluation Material is being furnished
to you in consideration of your agreement that you will not, for a period of
three years from the date hereof: (a) make any public announcement with respect
to, or make any proposal (whether to the Company or any other person) for, a
transaction between or involving the Company or any of its securities or
security holders and yourself (and/or any of your affiliates and/or any "group"
(within the meaning of Section 13(d) under the Securities Exchange Act of 1934
and the rules and regulations thereunder) of which you or your affiliates are a 
part), whether or not any other parties are also involved, directly or 
indirectly, in such proposal or transaction, unless such proposal is directed 
and disclosed solely to the management of the Company or its designated 
representatives, and the Company shall have requested in writing in advance the 
submission of such proposal (and shall have consented in writing, in advance, in
the case of any proposal from or involving parties in addition to, or other 
than, yourself, to the involvement of such additional or other parties); nor 
(b) directly or indirectly, without the express prior written request of the
Company (i) by purchase or otherwise, through your affiliates or otherwise,
alone or with others, acquire, seek, offer to acquire, or agree to acquire,
ownership (including, but not limited to, beneficial ownership as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of any voting securities 
of the Company or any of its affiliates or direct or indirect rights (including
convertible securities) or options to acquire such ownership, or

 
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 4

act in concert with any person which so acquires, seeks, offers to acquire, or 
agrees to acquire any such ownership, or (ii) seek to influence or control, the 
management or policies of the Company or any of its affiliates (including, 
without limitation, through the solicitation of proxies or written consents or 
the public announcement of an intention to do so). You also agree during such 
period not to (i) publicly disclose any intention, plan or arrangement 
inconsistent with the foregoing, (ii) advise, assist, solicit or encourage any 
other persons in connection with any of the foregoing or (iii) publicly request 
the Company (or its directors, officers, employees, agents or representatives), 
directly or indirectly, to amend or waive any provision of this paragraph 
(including this clause (iii)). You further acknowledge and agree that the 
Company reserves the right, in its sole and absolute discretion, to reject any 
or all proposals and to terminate discussions and negotiations with, or directly
or indirectly involving, you at any time.

          In the event that not transaction is effected between you and the 
Company or its security holders after you have been furnished with the 
Evaluation Material, you will promptly, upon the request of the Company, deliver
to the Company the Evaluation Material, without retaining any copy thereof 
(provided, however, to the extent such Evaluation Material constitutes analyses,
compilations, studies or other document preparation by you or on your behalf, 
you may instead destroy the same and certify in writing to the Company such 
destruction).

          Although we have endeavored to include in the Evaluation Material 
information known to us which we believe to be relevant for the purpose of your 
investigation, you understand that we do not make any representation or warranty
as to the accuracy or completeness of the Evaluation Material and that any 
representations and warranties, if any, to be made in connection with a possible
transaction will be contained only in a definitive transaction agreement, if
any, to be executed in connection therewith. You agree that neither the Company
nor its representatives shall have any liability to your or any of your
representatives resulting from the use of the Evaluation Material supplied by us
or our representatives and that any work undertaken by you or your
representatives with respect to a possible transaction is not at the request of
the Company and is entirely at your and your representatives' own risk and
expense. Nothing herein contained shall be deemed to constitute, by implication
or otherwise, a commitment on the part of the Company to pursue, negotiate or
enter into any transaction agreement with

 
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 5


you. In addition, you acknowledge that you and the Company are direct
competitors and that, without implication that this letter constitutes an
obligation of the Company to furnish information to you, the Company currently
does not intend to furnish to you or your representatives information which the
Company believes to be competitively sensitive.

          The term "Evaluation Material" as used herein does not include 
information which (i) was or becomes generally available to the public other 
than as a result of a disclosure by you or your agents or representatives or 
(ii) was or becomes available to you on a non-confidential basis from a source 
other than the Company or its representatives, provided that such source is not 
bound by a confidentiality agreement with the Company or its representatives.

          In addition, it is understood and agreed that no failure or delay by 
the Company in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude 
any other or further exercise thereof or the exercise of any right, power or 
privilege hereunder.

          It is further understood and agreed that money damages would not be a 
sufficient remedy for any breach of this letter agreement by you and that the 
Company shall be entitled to specific performance and injunctive or other 
equitable relief as a remedy for any such breach, and you further agree to waive
any requirement for the securing or posting of any bond in connection with such 
remedy. Such remedy shall not be deemed to be the exclusive remedy for your 
breach of this letter agreement, but shall be in addition to all other remedies 
available at law or equity to the Company. You and the Company also agree that 
if any action, suit or proceeding is brought to enforce the terms of this letter
agreement, the losing party shall reimburse the prevailing party for all costs 
and expenses, including  reasonable attorneys' fees, incurred by the prevailing 
party in enforcing its rights hereunder.

          This letter agreement shall be governed and construed in accordance 
with the laws of the State of Illinois, without giving effect to the principles 
of conflict of laws thereof.

          If you are in agreement with the foregoing, please so indicate by 
signing and returning one copy of this letter

 
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 6


agreement, which will constitute our agreement with respect to the matters set 
forth herein.


                                        By:
                                           -----------------------------
                                           Name:  Joel D. Spungin
                                           Title: Chairman and Chief
                                                  Executive Officer


Confirmed and Agreed to 
this ____ day of _____________,
1994


By:
   -------------------------------
   Name:  Thomas W. Sturgess
   Title: Chairman


WINGATE PARTNERS


By:
   -------------------------------
    Thomas W. Sturgess

 
                                United Stationers Inc.
                                2200 East Golf Road
                                Des Plaines, IL 60016
        
                                November 16, 1994

Associated Stationers Inc.
1075 Hawthorn Drive
Itasca, IL 60163

Wingate Partners
750 N. St. Paul, Suite 1200
Dallas, Tx 75201
Attention: Thomas W. Sturgess, Chairman

Dear Tom:

           Simultaneously herewith, we have entered into a confidentiality 
agreement dated the date hereof in connection with your evaluation of the 
possibility of a transaction between United Stationers Inc. (the "Company") 
and/or its security holders and yourself (the "Potential Transaction").

           As a further condition to our furnishing you the information which is
the subject of such confidentiality agreement and to our willingness to enter
any discussions regarding the Potential Transaction, we are requiring that both 
partners agree, as set forth below, to certain restrictions with respect to our 
respective employees.

           From and after the date hereof, and until the expiration of two years
following the abandonment or termination of discussions regarding the Potential 
Transaction, neither you nor the Company shall, directly or indirectly, solicit 
the employment of, or employ, any general management employee of the other. The 
restrictions contained in the immediately preceding sentence apply to any person
who is a general management employee of the Company, or you, at any time form
and after the date hereof until the expiration of two years following the
abandonment or termination of discussions regarding the Potential Transaction.

 
Thomas W. Sturgess, Chairman
Associated Holdings Inc.
Wingate Partners
November 16, 1994



          If you are in agreement with the foregoing, please so indicate by 
signing and returning one copy of this letter agreement, which will constitute 
our agreement with respect to the matters set forth herein.


                                         By:________________________
                                            Name:  Joel D. Spungin
                                            Title: Chairman and Chief
                                                   Executive Officer


Confirmed and Agreed to
this ___ day of __________,
1994

By:_________________________
   Name:  Thomas W. Sturgess
   Title: Chairman


WINGATE PARTNERS

By:_________________________
   Thomas W. Sturgess

                                       2