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                                                                    Exhibit 10.3

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made, entered
into and effective as of July 22, 2002 (the "EFFECTIVE DATE") by and among
UNITED STATIONERS INC., a Delaware corporation (hereinafter, together with its
successors, referred to as "HOLDING"), UNITED STATIONERS SUPPLY CO., an Illinois
corporation (hereinafter, together with its successors, referred to as the
"COMPANY", and, together with Holding, the "COMPANIES"), and RICHARD W.
GOCHNAUER, currently a resident of Newport Beach, California (hereinafter
referred to as the "EXECUTIVE").

     WHEREAS, the Companies have a need for executive management services; and

     WHEREAS, the Executive is qualified and willing to render such services to
the Companies;

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

     SECTION 1.     DEFINITIONS.

            (a)     As used in this Agreement, the following terms have the
     respective meanings set forth below:

                    "ACCRUED BENEFITS" means (i) all salary earned or accrued
            through the date the Executive's employment is terminated, (ii)
            reimbursement for any and all monies advanced in connection with the
            Executive's employment for reasonable and necessary expenses
            incurred by the Executive through the date the Executive's
            employment is terminated, (iii) all accrued and unpaid annual
            incentive compensation awards for the year immediately prior to the
            year in which the Executive's employment is terminated, and (iv) all
            other payments and benefits to which the Executive is entitled at
            the date of termination under the terms of any applicable
            compensation arrangement or benefit plan or program of the Company.
            "Accrued Benefits" shall not include any entitlement to severance
            pay or severance benefits under any Company severance policy or plan
            generally applicable to the Company's salaried employees.

                    "AFFILIATE" shall have the meaning given such term in Rule
            12b-2 of the Exchange Act.

                    "BOARD" shall mean, so long as Holding owns all of the
            outstanding Voting Securities (as hereinafter defined in the
            definition of Change of Control) of the Company, the board of
            directors of Holding. In all other cases, Board means the board of
            directors of the Company.

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                    "CAUSE" shall mean (i) conviction of, or plea of NOLO
            CONTENDERE to, a felony (excluding motor vehicle violations); (ii)
            theft or embezzlement, or attempted theft or embezzlement, of money
            or property or assets of the Company or any of its Affiliates; (iii)
            illegal use of drugs; (iv) material breach of this Agreement; (v)
            commission of any act or acts of moral turpitude; (vi) gross
            negligence or willful misconduct in the performance of Executive's
            duties; (vii) breach of any fiduciary duty owed to the Company,
            including, without limitation, engaging in competitive acts while
            employed by the Company; or (viii) the Executive's willful refusal
            to perform the assigned duties for which the Executive is qualified
            as directed by the Executive's Supervising Officer (as hereinafter
            defined) or the Board; provided, that in the case of any event
            constituting Cause within clauses (iv) through (viii) which is
            curable by the Executive, the Executive has been given written
            notice by the Companies of such event said to constitute Cause,
            describing such event in reasonable detail, and has not cured such
            action within thirty (30) days of such written notice as reasonably
            determined by the Chief Executive Officer. For purposes of this
            definition of Cause, action or inaction by the Executive shall not
            be considered "willful" unless done or omitted by the Executive (A)
            intentionally or not in good faith and (B) without reasonable belief
            that the Executive's action or inaction was in the best interests of
            the Companies, and shall not include failure to act by reason of
            total or partial incapacity due to physical or mental illness.

                    "CHANGE OF CONTROL" shall mean (a) Any "Person" (having the
            meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
            and used in Sections 13(d) and 14(d) thereof, including a "group"
            within the meaning of Section 13(d)(3)) has or acquires "Beneficial
            Ownership" (within the meaning of Rule 13d-3 under the Exchange Act)
            of 30% or more of the combined voting power of Holding's then
            outstanding voting securities entitled to vote generally in the
            election of directors ("VOTING SECURITIES"); provided, however, that
            in determining whether a Change of Control has occurred, Voting
            Securities which are held or acquired by (i) Holding of any of its
            subsidiaries or (ii) an employee benefit plan (or a trust forming a
            part thereof) maintained by Holding or any of its subsidiaries shall
            not constitute a Change of Control. Notwithstanding the foregoing, a
            Change of Control shall not be deemed to occur solely because any
            Person acquired Beneficial Ownership of more than the permitted
            amount of Voting Securities as a result of the issuance of Voting
            Securities by Holding in exchange for assets (including equity
            interests) or funds with a fair value equal to the fair value of the
            Voting Securities so issued; provided that if a Change of Control
            would occur (but for the operation of this sentence) as a result of
            the issuance of Voting Securities by Holding, and after such
            issuance of Voting Securities by Holding, such Person becomes the
            Beneficial Owner of any additional Voting Securities which increases
            the percentage of the Voting Securities Beneficially Owned by such
            Person to more than 50% of the Voting Securities of Holding, then a
            Change of Control shall occur; (b) At any time during a period of
            two consecutive years, the individuals who at the beginning of such
            period constituted the Board (the "INCUMBENT BOARD") cease for any
            reason to constitute more than 50% of the Board; provided, however,
            that if the election,

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            or nomination for election by Holding's stockholders, of any new
            director was approved by a vote of more than 50% of the directors
            then comprising the Incumbent Board, such new director shall, for
            purposes of this subsection (b), be considered as though such person
            were a member of the Incumbent Board; provided, further, however,
            that no individual shall be considered a member of the Incumbent
            Board if such individual initially assumed office as a result of (i)
            either an actual "Election Consent" (as described in Rule 14a-11
            promulgated under the Exchange Act) or other actual solicitation of
            proxies or consents by or on behalf of a Person other than the
            Incumbent Board (a "PROXY CONTEST"), or (ii) by reason of an
            agreement intended to avoid or settle any actual or threatened
            Election Contest or Proxy Contest; (c) Consummation of a merger,
            consolidation or reorganization or approval by Holding's
            stockholders of a liquidation or dissolution of Holding or the
            occurrence of a liquidation or dissolution of Holding ("BUSINESS
            COMBINATION"), unless, following such Business Combination: (1) the
            Persons with Beneficial Ownership of Holding, immediately before
            such Business Combination, have Beneficial Ownership of more than
            50% of the combined voting power of the then outstanding voting
            securities entitled to vote generally in the election of directors
            of the corporation (or in the election of a comparable governing
            body of any other type of entity) resulting from such Business
            Combination (including, without limitation, an entity which as a
            result of such transaction owns Holding or all or substantially all
            of Holding's assets either directly or through one or more
            subsidiaries) (the "SURVIVING COMPANY") in substantially the same
            proportions as their Beneficial Ownership of the Voting Securities
            immediately before such Business Combination, (2) the individuals
            who were members of the Incumbent Board immediately prior to the
            execution of the initial agreement providing for such Business
            Combination constitute more than 50% of the members of the board of
            directors (or comparable governing body of a noncorporate entity) of
            the Surviving Company; and (3) no Person (other than Holding, any of
            its subsidiaries or any employee benefit plan (or any trust forming
            a part thereof) maintained by Holding, the Surviving Company or any
            Person who immediately prior to such Business Combination had
            Beneficial Ownership of 30% or more of the then Voting Securities)
            has Beneficial Ownership of 30% or more of the then combined voting
            power of the Surviving Company's then outstanding voting securities;
            provided, that notwithstanding this clause (3), a Change of Control
            shall not be deemed to occur solely because any Person acquired
            Beneficial Ownership of more than 30% of Voting Securities as a
            result of the issuance of Voting Securities by Holding in exchange
            for assets (including equity interests) or funds with a fair value
            equal to the fair value of the Voting Securities so issued; or (d)
            Approval by Holding's stockholders of an agreement for the
            assignment, sale, conveyance, transfer, lease or other disposition
            of all or substantially all of the assets of Holding to any Person
            (other than a subsidiary of Holding or other entity, the Persons
            with Beneficial Ownership of which are the same Persons with
            Beneficial Ownership of Holding and such Beneficial Ownership is in
            substantially the same proportions), or the occurrence of the same.
            Notwithstanding the foregoing, a Change of Control shall not be
            deemed to occur solely because any Person acquired Beneficial

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            Ownership of more than the permitted amount of Voting Securities as
            a result of the acquisition of Voting Securities by the Company
            which, by reducing the number of Voting Securities outstanding,
            increases the proportional number of shares Beneficially Owned by
            such Person; provided that if a Change of Control would occur (but
            for the operation of this sentence) as a result of the acquisition
            of Voting Securities by the Company, and after such acquisition of
            Voting Securities by the Company, such Person becomes the Beneficial
            Owner of any additional Voting Securities which increases the
            percentage of the Voting Securities Beneficially Owned by such
            Person, then a Change of Control shall occur.

                    "EXCHANGE ACT" shall mean the Securities Exchange Act of
            1934, as amended.

                    "GOOD REASON" shall mean (i) any material breach by the
            Companies of this Agreement, (ii) any material reduction, without
            the Executive's written consent, in the Executive's title, duties,
            responsibilities or authority; provided, however, that for purposes
            of this clause (ii), a change in the Executive's Supervising Officer
            or the number or identity of the Executive's direct reports shall
            not be deemed by itself to materially reduce Executive's title,
            duties, responsibilities or authority as long as Executive continues
            to report to either the Chief Executive Officer or Board of the
            Companies prior to the end of the first quarter of the calendar year
            2003 and thereafter or such earlier date as the Executive begins
            serving as President and Chief Executive Officer of the Companies
            solely to the Board of the Companies, or (iii) without Executive's
            written consent: (A) a reduction in the Executive's Base Salary or
            elimination of or reduction in the level of executive benefits
            and/or perquisites (other than across-the-board reductions applied
            in the same percentage at the same time to all of the Companies'
            senior executives at the senior grade level), (B) the relocation of
            the Executive's principal place of employment more than fifty (50)
            miles from its location on the Effective Date of this Agreement, or
            (C) the relocation of the Company's corporate headquarters office
            outside of the Chicago, IL metropolitan area. For purposes of this
            Agreement, a Change of Control, alone, does not constitute Good
            Reason. Furthermore, notwithstanding the above, the occurrence of
            any of the events described above will not constitute Good Reason
            unless the Executive gives the Companies written notice within a
            reasonable period of time after the Executive knows or should have
            known of the occurrence of any of such events that the Executive
            believes that such event constitutes Good Reason, and the Companies
            thereafter fail to cure any such event within thirty (30) days after
            receipt of such notice.

                    "PERSON" shall mean any natural person, firm, corporation,
            limited liability company, trust, partnership, limited or limited
            liability partnership, business association, joint venture or other
            entity and, for purposes of the definition of Change of Control
            herein, shall comprise any "person", within the meaning of Sections
            13(d) and 14(d) of the Exchange Act, including a "group" as therein
            defined.

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                    "SUBSIDIARY" shall mean, with respect to any Person, any
            other Person of which such first Person owns 20% or more of the
            economic interest in such Person or owns or has the power to vote,
            directly or indirectly, securities representing 20% or more of the
            votes ordinarily entitled to be cast for the election of directors
            or other governing Persons.

            (b)     The capitalized terms used in Section 5(j) have the
     respective meanings assigned to them in such Section and the following
     additional terms have the respective meanings assigned to them in the
     Sections hereof set forth opposite them:

            "Annual Bonus"                                   Section 4(b)
            "Base Salary"                                    Section 4(b)
            "Bonus Plan"                                     Section 4(b)
            "Confidential information or proprietary data"   Section 6(a)(2)
            "Customer"                                       Section 6(d)(2)
            "Employment Period"                              Section 2
            "Supervising Officer"                            Section 3(a)
            "Term" and "Termination Date"                    Section 2

     SECTION 2.     TERM AND EMPLOYMENT PERIOD. Subject to Section 19 hereof,
the term of this Agreement ("TERM") shall commence on the Effective Date of this
Agreement and shall continue until the effective date of termination of the
Executive's employment hereunder pursuant to Section 5 of this Agreement. The
period during which the Executive is employed by the Companies pursuant to this
Agreement is referred to herein as the "EMPLOYMENT PERIOD." The date on which
termination of the Executive's employment hereunder shall become effective is
referred to herein as the "TERMINATION DATE."

     SECTION 3.     DUTIES.

            (a)     During the Employment Period, the Executive (i) shall serve
     as Chief Operating Officer of the Companies from the Effective Date through
     the first quarter of calendar year 2003 and, effective as of a date
     occurring during the first quarter of calendar year 2003 as determined by
     the Board, shall serve as the President and Chief Executive Officer of the
     Companies, (ii) shall report directly to the President and Chief Executive
     Officer and the Board until becoming President and Chief Executive Officer
     and thereafter the Board (the "SUPERVISING OFFICER"), (iii) shall, subject
     to and in accordance with the authority and direction of the Board and/or
     the Supervising Officer have such authority and perform in a diligent and
     competent manner such duties as may be assigned to the Executive from time
     to time by the Board and/or the Supervising Officer and (iv) shall devote
     the Executive's best efforts and such time, attention, knowledge and skill
     to the operation of the business and affairs of the Companies as shall be
     necessary to perform the Executive's duties. During the Employment Period,
     the Executive's place of performance for the Executive's duties and
     responsibilities shall be at the Companies' corporate headquarters office,
     unless another principal place of performance is agreed in writing among
     the parties and except for required travel by the Executive on the
     Companies' business or as may be reasonably required by the Companies.

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            (b)     Notwithstanding the foregoing, it is understood during the
     Employment Period, subject to any conflict of interest policies of the
     Companies, the Executive may (i) serve in any capacity with any civic,
     charitable, educational or professional organization provided that such
     service does not materially interfere with the Executive's duties and
     responsibilities hereunder, (ii) make and manage personal investments of
     the Executive's choice, and (iii) with the prior consent of the Companies'
     Board, which shall not be unreasonably withheld, serve on the board of
     directors of one (1) for-profit business enterprise.

            (c)     The Companies agree to use their best efforts to cause the
     Executive to be elected to the Board as soon as practicable.

     SECTION 4.     COMPENSATION.  During the Employment Period, the Executive
shall be compensated as follows:

            (a)     the Executive shall receive, at such intervals and in
     accordance with such Company payroll policies as may be in effect from time
     to time, an annual salary (pro rata for any partial year) equal to
     $700,000.00 ("BASE SALARY"). The Base Salary shall be reviewed by the Board
     from time to time and may, in the Board's sole discretion, be increased
     when deemed appropriate by the Board; if so increased, it shall not
     thereafter be reduced (other than an across-the-board reduction applied in
     the same percentage at the same time to all of the Companies' senior
     executives at the same grade level). The Base Salary shall be increased to
     $750,000.00 on January 1, 2003;

            (b)     during the Employment Period, the Executive shall be
     eligible to earn an annual incentive compensation award under the
     Companies' management incentive or bonus plan, or a successor plan thereto,
     as shall be in effect from time to time (the "BONUS PLAN"), subject to
     achievement of performance goals determined in accordance with the terms of
     the Bonus Plan (such annual incentive compensation award, the "ANNUAL
     BONUS"), with such Annual Bonus to be payable in a cash lump sum at such
     time as bonuses are ordinarily paid to the Companies' senior executives at
     the senior grade level. The current target Annual Bonus will be eighty
     percent (80%) of Base Salary, and the range for Annual Bonus payout is
     forty percent (40%) to one hundred and sixty percent (160%) of Base Salary.
     For calendar year 2002, Executive will be guaranteed an Annual Bonus of
     $496,000.00 which will be paid to Executive at such time as bonuses are
     ordinarily paid to the Companies' senior executives at the senior grade
     level, but in no event later than February 15, 2003;

            (c)     the Executive shall be reimbursed, at such intervals and in
     accordance with such Company policies as may be in effect from time to
     time, for any and all reasonable and necessary business expenses incurred
     by the Executive for the benefit of the Companies, subject to documentation
     in accordance with the Companies' policies;

            (d)     the Executive shall be entitled to participate in all
     incentive, savings and retirement plans, stock option plans, practices,
     policies and programs applicable generally to other senior executives of
     the Companies at the senior grade level and as determined by the Board from
     time to time. Executive shall be granted the long-term equity

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     incentives in accordance with APPENDIX A appended hereto and made a part of
     this Agreement.

            (e)     the Executive and/or the Executive's family, as the case
     may be, shall be eligible for participation in and shall receive all
     benefits under welfare benefit plans, practices, policies and programs
     provided by the Company to senior executives of the Companies at the senior
     grade level (including, without limitation, medical, prescription, dental,
     disability, salary continuance, employee life, group life, and accidental
     death and travel accident insurance plans and programs) to the extent
     applicable generally to other executives of the Companies at the senior
     grade level;

            (f)     the Executive shall be provided with an automobile allowance
     in accordance with the Companies' then applicable Executive Automobile
     Policy; the Executive shall be entitled to twenty (20) paid vacation days
     per calendar year (pro rata for any partial year);

            (g)     the Executive shall be entitled to participate in the
     Company's other executive fringe benefits and perquisites generally
     applicable to the Companies' senior executives at the senior grade level in
     accordance with the terms and conditions of such arrangements as are in
     effect from time to time; and

            (h)     Appended hereto as APPENDIX B and made a part of this
     Agreement is a summary of the current employee benefit plans, automobile
     allowance and perquisites available to the Executive.

     SECTION 5.     TERMINATION OF EMPLOYMENT.

            (a)     All Accrued Benefits to which the Executive (or the
     Executive's estate or beneficiary) is entitled shall be payable within
     thirty (30) days following termination of the Employment Period, except as
     otherwise specifically provided herein or under the terms of any applicable
     policy, plan or program, in which case the payment terms of such policy,
     plan or program shall be determinative.

            (b)     Any termination by the Companies, or by the Executive, of
     the Employment Period shall be communicated by written notice of such
     termination to the Executive, if such notice is delivered by the Companies,
     and to the Companies, if such notice is delivered by the Executive, each in
     compliance with the requirements of Section 13 hereof. Except in the event
     of termination of the Employment Period by reason of Cause, Good Reason or
     the Executive's death, the Termination Date shall be no earlier than thirty
     (30) days following the date on which notice of termination is delivered by
     one party to the other in compliance with the requirements of Section 13
     hereof.

            (c)     If the Employment Period is terminated by the Executive for
     Good Reason or by the Companies for any reason other than Cause and other
     than within two (2) years following a Change of Control, then, as the
     Executive's exclusive right and remedy in respect of such termination:

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                    (i)    the Executive shall be entitled to receive from the
            Company the Executive's Accrued Benefits in accordance with Section
            5(a);

                    (ii)   the Executive shall be entitled to an amount equal to
            two (2) times the Executive's then existing Base Salary, to be paid
            in such intervals and at such times in accordance with the Company's
            payroll practices in effect from time to time over the twenty-four
            (24) month period following the Termination Date;

                    (iii)  the Executive shall be entitled to a payment in an
            amount equal to two (2) times the greater of (A) the target
            incentive compensation award for the calendar year during which the
            Termination Date occurs of (B) the average of the Executive's Annual
            Bonuses for the three (3) prior calendar years, to be paid in equal
            installments in such intervals and at such times in accordance with
            the Company's payroll practices in effect from time to time over the
            twenty-four (24) month period following the Termination Date;

                    (iv)   the Executive shall be entitled to a lump-sum payment
            to be paid within thirty (30) days following the Termination Date in
            an amount equal to the pro-rata target incentive compensation award
            for the calendar year during which the Termination Date occurs, with
            such pro-rata target incentive compensation award determined by
            multiplying the target incentive compensation award amount by a
            fraction, the numerator of which is the number of days in the
            calendar year of the Termination Date elapsed prior to the
            Termination Date and the denominator of which is three hundred and
            sixty-five (365);

                    (v)    the Executive shall continue to be covered, upon the
            same terms and conditions described in Section 4(e) hereof, by the
            same or equivalent medical, dental, hospitalization, life and
            disability insurance plans, programs and/or arrangements as in
            effect for the Executive immediately prior to the Termination Date
            until the earlier of: (A) the twenty-four (24) month anniversary
            following the date of the Executive's Termination Date, and (B) the
            date the Executive receives substantially equivalent coverage under
            the plans, programs and/or arrangements of a subsequent employer;

                    (vi)   if the Executive's outstanding stock options have not
            by then fully vested pursuant to the terms of the Companies'
            applicable stock option plan(s) and applicable stock option
            agreement(s), then to the extent permitted in the Companies'
            applicable stock option plan(s) and as provided in the applicable
            option agreement(s), the Executive shall continue to vest in
            Executive's unvested stock options following the Termination Date;
            and

                    (vii)  the Executive shall be entitled to receive executive
            level career transition assistance services provided by a career
            transition assistance firm selected by the Executive and paid for by
            the Companies in an amount not to exceed twenty percent (20%) of the
            sum of (i) the Executive's then existing Base Salary and (ii) the
            target incentive compensation award for the calendar year

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            during which the Termination Date occurs. The Executive shall not be
            eligible to receive cash in lieu of executive level career
            transition assistance services.

            (d)     If during the Employment Period, a Change of Control occurs
     and the Employment Period is terminated by the Companies for any reason
     other than Cause or by the Executive for Good Reason within two (2) years
     from the date of such Change of Control, then:

                    (i)    the Executive shall be entitled to receive from the
            Company the Executive's Accrued Benefits in accordance with Section
            5(a);

                    (ii)   the Executive shall be entitled to a lump-sum payment
            in an amount equal to three (3) times the Executive's then existing
            Base Salary, to be paid within thirty (30) days following the
            Termination Date;

                    (iii)  the Executive shall be entitled to a lump-sum payment
            in an amount equal to three (3) times the greater of (A) the target
            incentive compensation award for the calendar year during which the
            Termination Date occurs or (B) the average of the Executive's Annual
            Bonuses for the three (3) prior calendar years, to be paid within
            thirty (30) days following the Termination Date;

                    (iv)   the Executive shall be entitled to a lump-sum payment
            to be paid within thirty (30) days following the Termination Date in
            an amount equal to the pro-rata target incentive compensation award
            for the calendar year during which the Termination Date occurs. Such
            pro-rata target incentive compensation award shall be determined by
            multiplying the target incentive compensation award amount by a
            fraction, the numerator of which is the number of days in the
            calendar year of the Termination Date elapsed prior to the
            Termination Date and the denominator of which is three hundred and
            sixty-five (365);

                    (v)    the Executive shall continue to be covered, upon the
            same terms and conditions described in Section 4(e) hereof, by the
            same or equivalent medical, dental, hospitalization, life and
            disability insurance plans, programs and/or arrangements as in
            effect for the Executive immediately prior to the Change of Control
            until the earlier of: (A) the third anniversary following the date
            of the Executive's Termination Date, and (B) the date the Executive
            receives substantially equivalent coverage under the plans, programs
            and/or arrangements of a subsequent employer;

                    (vi)   the Executive shall receive three (3) additional
            years of credit for purposes of age, benefit service and vesting
            under the Company's defined benefit retirement plan;

                    (vii)  if the Executive's outstanding stock options have not
            by then fully vested pursuant to the terms of the Companies'
            applicable stock option plan(s) and applicable option agreement(s),
            then to the extent permitted in the Companies' applicable stock
            option plan(s) and as provided in the applicable

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            stock option agreement(s), the Executive shall continue to vest in
            Executive's unvested stock options following the Termination Date;

                    (viii) the Executive shall be entitled to receive executive
            level career transition assistance services provided by a career
            transition assistance firm selected by the Executive and paid for by
            the Companies in an amount not to exceed twenty percent (20%) of the
            sum of (i) the Executive's then existing Base Salary and (ii) the
            target incentive compensation award for the calendar year during
            which the Termination Date occurs. The Executive shall not be
            eligible to receive cash in lieu of executive level career
            transition assistance services; and

                    (ix)   the Executive shall be entitled to be reimbursed by
            the Companies on an as incurred basis for the Executive's reasonable
            attorneys' fees, costs and expenses incurred in conjunction with any
            dispute regarding Section 5(d).

            (e)     Except for Executive's vested benefits under the Companies'
     employee benefit plans, any amounts payable pursuant to Sections 5(c) and
     5(d) above shall be considered severance payments and be in full and
     complete satisfaction of the obligations of the Companies to the Executive
     in connection with the termination of the Executive's employment. The
     Company shall deliver a Form 1099 to the Executive reflecting such
     payments.

            (f)     If the Employment Period is terminated as a result of the
     Executive's death, permanent disability (as defined in the Companies'
     Board-approved disability plan or policy, as in effect from time to time)
     or retirement (as defined in the Companies' Board-approved retirement plan
     or policy, as in effect from time to time), then the Executive shall be
     entitled to (i) the Executive's Accrued Benefits in accordance with Section
     5(a), (ii) any benefits that may be payable to the Executive under any
     applicable Board-approved disability, life insurance or retirement plan or
     policy in accordance with the terms of such plan or policy, and (iii) a
     lump sum payment to be paid within thirty (30) days following the
     Termination Date in an amount equal to the pro-rata target incentive
     compensation award for the calendar year during which the Termination Date
     occurs by reason of the Executive's death, permanent disability or
     retirement. Such pro-rata target incentive compensation award shall be
     determined by multiplying the target incentive compensation award amount by
     a fraction, the numerator of which is the number of days in the calendar
     year of the Termination Date elapsed prior to the Termination Date and the
     denominator of which is three hundred and sixty-five (365).

            (g)     Notwithstanding anything else contained herein, if the
     Executive voluntarily terminates employment without Good Reason, or the
     Companies terminate the Executive's employment for Cause, all of the
     Executive's rights to payment from the Companies (including pursuant to any
     plan or policy of the Companies) shall terminate immediately, except the
     right to payment for Accrued Benefits in respect of periods prior to such
     termination and the Executive's vested benefits under the Companies'
     employee benefit plans.

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            (h)     Notwithstanding anything to the contrary contained in this
     Section 5, the Executive shall be required to execute the Companies' then
     current standard release agreement as a condition to receiving any of the
     payments and benefits provided for in Sections 5(c) and (d), excluding the
     Accrued Benefits in accordance with Section 5(a). It is acknowledged and
     agreed that the then current standard release agreement shall be a mutual
     release and shall not diminish or terminate the Executive's rights under
     this Agreement or the Indemnification Agreement.

            (i)     Upon termination of the Executive's employment with the
     Companies, subject to the Executive's affirmative obligations pursuant to
     Section 6, the Executive shall be under no obligation to seek other
     employment or otherwise mitigate the obligations of the Companies under
     this Agreement.

            (j)     If it shall be determined that any payment or distribution
     of any type to or in respect of the Executive made directly or indirectly,
     by the Companies, whether paid or payable or distributed or distributable
     pursuant to the terms of this Agreement or otherwise (the "TOTAL
     PAYMENTS"), is or will be subject to the excise tax imposed by Section 4999
     of the Internal Code of 1986, as amended (the "CODE"), or any interest or
     penalties with respect to such excise tax (such excise tax, together with
     any such interest and penalties, are collectively referred to as the
     "EXCISE TAX"), then the Executive shall be entitled to receive an
     additional payment (a "GROSS-UP PAYMENT") in an amount such that after
     payment by the Executive of all taxes (including any interest or penalties
     imposed with respect to such taxes) imposed upon the Gross-Up Payment, the
     Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
     imposed upon the Total Payments.

                    (i)    All computations and determinations relevant to
            Section 5(j) and this subsection 5(j)(i) shall be made by a national
            accounting firm selected and reimbursed by the Companies from among
            the ten (10) largest accounting firms in the United States as
            determined by gross revenues (the "ACCOUNTING FIRM"), subject to the
            Executive's consent (not to be unreasonably withheld), which firm
            may be the Companies' accountants. Such determinations shall include
            whether any of the Total Payments are "parachute payments" (within
            the meaning of Section 280G of the Code). In making the initial
            determination hereunder as to whether a Gross-Up Payment is
            required, the Accounting Firm shall determine that no Gross-Up
            Payment is required if the Accounting Firm is able to conclude that
            no "Change of Control" has occurred (within the meaning of Section
            280G of the Code). If the Accounting Firm determines that a Gross-Up
            Payment is required, the Accounting Firm shall provide its
            determination (the "DETERMINATION"), together with detailed
            supporting calculations regarding the amount of any Gross-Up Payment
            and any other relevant matter both to the Companies and the
            Executive by no later than thirty (30) days following the
            Termination Date, if applicable, or such earlier time as is
            requested by the Companies or the Executive (if the Executive
            reasonably believes that any of the Total Payments may be subject to
            the Excise Tax). If the Accounting Firm determines that no Excise
            Tax is payable by the Executive, it shall furnish the Executive and
            the Companies with a written statement that such Accounting Firm

                                       11
<Page>

            has concluded that no Excise Tax is payable (including the reasons
            therefor) and that the Executive has substantial authority not to
            report any Excise Tax on Executive's federal income tax return.

                    (ii)   If a Gross-Up Payment is determined to be payable, it
            shall be paid to the Executive within twenty (20) days after the
            Determination (and all accompanying calculations and other material
            supporting the Determination) is delivered to the Companies by the
            Accounting Firm. Any determination by the Accounting Firm shall be
            binding upon the Companies and the Executive, absent manifest error.

                    (iii)  As a result of uncertainty in the application of
            Section 4999 of the Code at the time of the initial determination by
            the Accounting Firm hereunder, it is possible that Gross-Up Payments
            not made by the Companies should have been made ("UNDERPAYMENT"), or
            that Gross-Up Payments will have been made by the Companies which
            should not have been made ("OVERPAYMENTS"). In either such event,
            the Accounting Firm shall determine the amount of the Underpayment
            or Overpayment that has occurred. In the case of an Underpayment,
            the amount of such Underpayment (together with any interest and
            penalties payable by the Executive as a result of such Underpayment)
            shall be promptly paid by the Companies to or for the benefit of the
            Executive.

                    (iv)   In the case of an Overpayment, the Executive shall,
            at the direction and expense of the Companies, take such steps as
            are reasonably necessary (including the filing of returns and claims
            for refund), follow reasonable instructions from, and procedures
            established by, the Companies, and otherwise reasonably cooperate
            with the Companies to correct such Overpayment, provided, however,
            that the Executive shall not in any event be obligated to return to
            the Companies an amount greater than the portion of the Overpayment
            that Executive has retained or has recovered as a refund from the
            applicable taxing authorities.

                    (v)    The Executive shall notify the Companies in writing
            of any claim by the Internal Revenue Service relating to the
            possible application of the Excise Tax under Section 4999 of the
            Code to any of the payments and amounts referred to herein and shall
            afford the Companies, at their expense, the opportunity to control
            the defense of such claim (for the sake of clarity, if the Internal
            Revenue Service is successful in any such claim or the Executive
            reaches a final settlement with the Internal Revenue Service with
            respect to such claim (after having afforded the Companies, at their
            expense, the opportunity to control the defense of such claim), the
            amount of the Excise Tax resulting from such successful claim or
            settlement shall be determinative as to whether or not there has
            been an Underpayment or an Overpayment for purposes of subsection
            5(j)(iii).

                    (vi)   Without limiting the intent of this Section 5(j) to
            make the Executive whole, on an after-tax basis, from the
            application of the Excise Taxes, all determinations by the
            Accounting Firm shall be made with a view to minimizing the
            application of Sections 280G and 4999 of the Code of any of the

                                       12
<Page>

            Total Payments, subject, however, to the following: the Accounting
            Firm shall make its determination on the basis of "substantial
            authority" (within the meaning of Section 6230 of the Code) and
            shall provide opinions to that effect to both the Companies and the
            Executive upon the request of either of them.

     Section 6.     Further Obligations of the Executive.

            (a)     (1)    During and following the Executive's employment by
     the Companies, the Executive shall not, directly or indirectly, disclose,
     disseminate, make available or use any confidential information or
     proprietary data of the Companies or any of their Subsidiaries, except as
     reasonably necessary or appropriate for the Executive to perform the
     Executive's duties for the Companies, or as authorized in writing by the
     Board or as required by any court or administrative agency (and then only
     after prompt notice to the Companies to permit the Companies to seek a
     protective order).

                    (2)    For purposes of this Agreement, "CONFIDENTIAL
     INFORMATION OR PROPRIETARY DATA" means information and data prepared,
     compiled, or acquired by or for the Executive during or in connection with
     the Executive's employment by the Companies (including, without limitation,
     information belonging to or provided in confidence by any Customer,
     Supplier, trading partner or other Person to which the Executive had access
     by reason of Executive's employment with the Companies) which is not
     generally known to the public or which could be harmful to the Companies or
     their Subsidiaries if disclosed to Persons outside of the Companies. Such
     confidential information or proprietary data may exist in any form,
     tangible or intangible, or media (including any information
     technology-related or electronic media) and includes, but is not limited
     to, the following information of or relating to the Companies or any of
     their Subsidiaries, Customers or Suppliers:

                    (i)    Business, financial and strategic information, such
            as sales and earnings information and trends, material, overhead and
            other costs, profit margins, accounting information, banking and
            financing information, pricing policies, capital
            expenditure/investment plans and budgets, forecasts, strategies,
            plans and prospects.

                    (ii)   Organizational and operational information, such as
            personnel and salary data, information concerning the utilization or
            capabilities of personnel, facilities or equipment, logistics
            management techniques, methodologies and systems, methods of
            operation data and facilities plans.

                    (iii)  Advertising, marketing and sales information, such
            as marketing and advertising data, plans, programs, techniques,
            strategies, results and budgets, pricing and volume strategies,
            catalog, licensing or other agreements or arrangements, and market
            research and forecasts and marketing and sales training and
            development courses, aids, techniques, instruction and materials..

                    (iv)   Product and merchandising information, such as
            information concerning offered or proposed products or services and
            the sourcing of the

                                       13
<Page>

            same, product or services specifications, data, drawings, designs,
            performance characteristics, features, capabilities and plans and
            development and delivery schedules.

                    (v)    Information about existing or prospective Customers
            or Suppliers, such as Customer and Supplier lists and contact
            information, Customer preference data, purchasing habits, authority
            levels and business methodologies, sales history, pricing and rebate
            levels, credit information and contracts.

                    (vi)   Technical information, such as information regarding
            plant and equipment organization, performance and design,
            information technology and logistics systems and related designs,
            integration, capabilities, performance and plans, computer hardware
            and software, research and development objectives, budgets and
            results, intellectual property applications, and other design and
            performance data.

            (b)     All records, files, documents and materials, in whatever
     form and media, relating to the Companies' or any of their Subsidiaries'
     business (including, but not limited to, those containing or reflecting any
     confidential information or proprietary data) which the Executive prepares,
     uses, or comes into contact with, including the originals and all copies
     thereof and extracts and derivatives therefrom, shall be and remain the
     sole property of the Companies or their Subsidiaries. Upon termination of
     the Executive's Employment Period for any reason, the Executive shall
     immediately return all such records, files, documents, materials and other
     property of the Companies and their Subsidiaries in the Executive's
     possession, custody or control, in good condition, to the Companies.

            (c)     During the twenty-four (24) month period following the end
     of the Executive's Employment Period, the Executive shall not within the
     United States and Canada in any capacity (whether as an owner, employee,
     consultant or otherwise) perform, manage, supervise, or be responsible or
     accountable for anyone else who is performing services -- which are the
     same as, substantially similar or related to the services the Executive
     provided for the Companies or their Subsidiaries during the last two years
     of the Executive's employment by the Companies -- for, or on behalf of, any
     other Person who or which is (1) a wholesaler of office products, including
     traditional office products, computer consumable products, office
     furniture, janitorial and/or sanitation products, audio/visual and business
     machines or such other products whether or not related to the foregoing
     provided by the Companies or their Subsidiaries during the last twelve (12)
     months of the Executive's Employment Period, (2) a provider of services the
     same as or substantially similar to those provided by the Companies or
     their Subsidiaries during the last twelve (12) months of the Executive's
     Employment Period, or (3) engaged in a line of business other than
     described in (1) or (2) hereinabove which is the same or substantially
     similar to the lines of business engaged in by the Companies or their
     Subsidiaries during the last twelve (12) months of the Executive's
     Employment Period.

                                       14
<Page>

            (d)     (1)    During (i) the Executive's employment by the
     Companies and (ii) the twenty-four (24) month period following the end of
     the Executive's Employment Period, the Executive shall not at any time,
     directly or indirectly, solicit any Customer with respect to the purchase
     of (A) office products, including traditional office products, computer
     consumable products, office furniture, janitorial and/or sanitation
     products, audio/visual and business machines, or such other products
     whether or not related to the foregoing provided by the Companies or their
     Subsidiaries during the last twelve (12) months of the Executive's
     Employment Period, (B) services the same as or substantially similar to
     those provided by the Companies or their Subsidiaries during the last
     twelve (12) months of the Executive's Employment Period or (C) products or
     services from a line of business other than as described in (A) or (B)
     herein which are the same or substantially similar to the products and
     services from a line of business engaged in by the Companies or their
     Subsidiaries during the last twelve (12) months of the Executive's
     Employment Period, for or on behalf of any Person other than the Companies
     or any of their Subsidiaries. Also, (i) during the Executive's employment
     by the Companies and (ii) for the twenty-four (24) month period following
     the end of the Executive's Employment Period, if the Executive is employed
     by a Supplier, the Executive shall not at any time, directly or indirectly,
     solicit any Customer to switch the purchase of the products or services
     described hereinabove from the Companies or their Subsidiaries to Supplier.

                    (2)    For purposes of this Agreement, a "CUSTOMER" is any
     Person who or which has ordered or purchased by or from the Companies or
     any of their Subsidiaries (A) office products, including traditional office
     products, computer consumable products, office furniture, janitorial and/or
     sanitation products, audio/visual and business machines or such other
     products whether or not related to the foregoing, (B) services provided by
     or from the Companies or any of their Subsidiaries or (C) products or
     services from a line of business other than as described in (A) or (B)
     herein which are the same or substantially similar to the products and
     services from a line of business engaged in by the Companies or their
     Subsidiaries during the last twelve (12) months of the Executive's
     Employment Period. For purposes of this Agreement, a "SUPPLIER" is any
     Person who or which has furnished to the Companies or their Subsidiaries
     for resale (A) office products, including traditional office products,
     computer consumable products, office furniture, janitorial and/or
     sanitation products, audio/visual and business machines or such other
     products whether or nor related to the foregoing (B) services provided by
     or from the Companies or any of their Subsidiaries or (C) products or
     services from a line of business other than as described in (A) or (B)
     herein which are the same or substantially similar to the products and
     services from a line of business engaged in by the Companies or their
     Subsidiaries during the last twelve (12) months of the Executive's
     Employment Period.

            (e)     During the Executive's employment by the Companies and
     during the twenty-four (24) month period following the end of the
     Executive's Employment Period, the Executive shall not at any time,
     directly or indirectly, hire away, induce or solicit any employee of the
     Companies or any of their Subsidiaries for the purpose of causing such
     employee to terminate his or her employment with the Companies or such
     Subsidiary.

                                       15
<Page>

            (f)     The Executive shall not, directly or indirectly, make or
     cause to be made (and shall prohibit the officers, directors, employees,
     agents and representatives of any Person controlled by Executive not to
     make or cause to be made) any disparaging, derogatory, misleading or false
     statement, whether orally or in writing, to any Person, including members
     of the investment community, press, and customers, competitors and advisors
     to the Companies, about the Companies, their respective parents,
     Subsidiaries or Affiliates, their respective officers or members of their
     boards of directors, or the business strategy or plans, policies, practices
     or operations of the Companies, or of their respective parents,
     Subsidiaries or Affiliates.

            (g)     If any court determines that any portion of this Section 6
     is invalid or unenforceable, the remainder of this Section 6 shall not
     thereby be affected and shall be given full effect without regard to the
     invalid provision. If any court construes any of the provisions of Section
     6(c), 6(d), 6(e) or 6(f) above, or any part thereof, to be unreasonable
     because of the duration or scope of such provision, such court shall have
     the power to reduce the duration or scope of such provision and to enforce
     such provision as so reduced.

            (h)     During the Executive's Employment Period and during the
     twenty-four (24) month period following the end of Executive's Employment
     Period, the Executive agrees that, prior to accepting employment with a
     Customer or Supplier of the Companies, the Executive will give notice to
     the Chief Executive Officer of the Companies. The Companies reserve the
     right to make such Customer or Supplier aware of the Executive's
     obligations under Section 6 of this Agreement.

            (i)     During and following Executive's Employment Period, the
     Executive shall furnish a copy of this Section 6 in its entirety to any
     prospective employer prior to accepting employment with such prospective
     employer.

            (j)     The Executive hereby acknowledges and agrees that damages
     will not be an adequate remedy for the Executive's breach of any provision
     of this Section 6, and further agrees that the Companies shall be entitled
     to obtain appropriate injunctive and/or other equitable relief for any such
     breach, without the posting of any bond or other security, in addition to
     all other legal remedies to which the Companies may be entitled.

     SECTION 7.     SUCCESSORS. The Companies may assign their rights under this
Agreement to any successor to all or substantially all the assets of the
Companies, by merger or otherwise, and may assign or encumber this Agreement and
its rights hereunder as security for indebtedness of the Companies. Any such
assignment by the Companies shall remain subject to the Executive's rights under
Section 5 hereof. The rights of the Executive under this Agreement may not be
assigned or encumbered by the Executive, voluntarily or involuntarily, during
the Executive's lifetime, and any such purported assignment shall be void AB
INITIO. Notwithstanding the foregoing, all rights of the Executive under this
Agreement shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, estates, executors, administrators, heirs and
beneficiaries. All amounts payable to the Executive hereunder shall be paid, in
the event of the Executive's death, to the Executive's estate, heirs or
representatives.

                                       16
<Page>

     SECTION 8.     THIRD PARTIES. Except for the rights granted to the
Companies and their Subsidiaries pursuant hereto (including, without limitation,
pursuant to Section 6 hereof) and except as expressly set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person other than the parties hereto and their
successors and permitted assigns any rights or remedies under or by reason of
this Agreement.

     SECTION 9.     ENFORCEMENT. The provisions of this Agreement shall be
regarded as divisible and, if any of said provisions or any part or application
thereof is declared invalid or unenforceable by a court of competent
jurisdiction, the same shall not affect the other provisions hereof, other parts
or applications thereof or the whole of this Agreement, but such provision shall
be deemed modified to the extent necessary to render such provision enforceable,
and the rights and obligations of the parties shall be construed and enforced
accordingly, preserving to the fullest permissible extent the intent and
agreements of the parties herein set forth.

     SECTION 10.    AMENDMENT. This Agreement may not be amended or modified at
any time except by a written instrument approved by the Board, and executed by
the Companies and the Executive; PROVIDED, HOWEVER, that any attempted amendment
or modification without such approval and execution shall be null and void AB
INITIO and of no effect.

     SECTION 11.    PAYMENT AND WITHHOLDING. The Company shall be responsible as
employer for payment of all cash compensation and severance payments provided
herein and Holding shall cause the Company to make such payments. The Executive
shall not be entitled to receive any additional compensation from either of the
Companies for any services the Executive provides to Holding or the Companies'
Subsidiaries. The Company shall be entitled to withhold from any amounts to be
paid to the Executive hereunder any federal, state, local, or foreign
withholding or other taxes or charges which it is from time to time required to
withhold. The Company shall be entitled to rely on an opinion of counsel if any
question as to the amount or requirement of any such withholding shall arise.

     SECTION 12.    GOVERNING LAW. This Agreement and the rights and obligations
hereunder shall be governed by and construed in accordance with the laws of the
State of Illinois, without regard to principles of conflicts of law of Illinois
or any other jurisdiction.

     SECTION 13.    NOTICE. Notices given pursuant to this Agreement shall be in
writing and shall be deemed given when received and, if mailed, shall be mailed
by United States registered or certified mail, return receipt requested,
addressee only, postage prepaid:

            If to the Companies:

            United Stationers Inc.
            United Stationers Supply Co.
            2200 E. Golf Road
            Des Plaines, IL 60016-1267
            Attention: General Counsel

                                       17
<Page>

            IF TO THE EXECUTIVE:

            Richard W. Gochnauer
            2 Royal St. George
            Newport Beach, CA 92260

or to such other address as the party to be notified shall have given to the
other in accordance with the notice provisions set forth in this Section 13.

     SECTION 14.    NO WAIVER. No waiver by either party at any time of any
breach by the other party of, or compliance with, any condition or provision of
this Agreement to be performed by the other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at any time.

     SECTION 15.    HEADINGS.  The headings contained herein are for reference
only and shall not affect the meaning or interpretation of any provision of this
Agreement.

     SECTION 16.    INDEMNIFICATION. The provisions set forth in the
Indemnification Agreement appended hereto as ATTACHMENT A are hereby
incorporated into this Agreement and made a part hereof. The parties shall
execute the Indemnification Agreement contemporaneously with the execution of
this Agreement.

     SECTION 17.    EXECUTION IN COUNTERPARTS. This Agreement, including the
Indemnification Agreement, may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     SECTION 18.    ARBITRATION. Any dispute, controversy or question arising
under, out of, or relating to this Agreement (or the breach thereof), or, the
Executive's employment with the Companies or termination thereof, shall be
referred for arbitration in Chicago, Illinois to a neutral arbitrator selected
by the Executive and the Companies (or if the parties are unable to agree on
selection of such an arbitrator, one selected by the American Arbitration
Association pursuant to its rules referred to below) and this shall be the
exclusive and sole means for resolving such dispute. Such arbitration shall be
conducted in accordance with the National Rules for Resolution of Employment
Disputes of the American Arbitration Association. Except as provided in Section
5(d)(ix) above, the arbitrator shall have the discretion to award reasonable
attorneys' fees, costs and expenses to the prevailing party. Judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Nothing in this Section 18 shall be construed so as to deny the
Companies the right and power to seek and obtain injunctive relief in a court of
equity for any breach or threatened breach by the Executive of any of the
Executive's covenants in Section 6 hereof. Moreover, this Section 18 and Section
12 hereof shall not be applicable to any dispute, controversy or question
arising under, out of, or relating to the Indemnification Agreement.

     SECTION 19.    SURVIVAL. Notwithstanding the stated Term of this Agreement,
the provisions of this Agreement necessary to carry out the intention of the
parties as expressed herein, including without limitation those in Sections 5,
6, 7, 16 and 18, shall survive the termination or expiration of this Agreement.

                                       18
<Page>

     SECTION 20.    CONSTRUCTION. The parties acknowledge that this Agreement is
the result of arm's-length negotiations between sophisticated parties each
afforded representation by legal counsel. Each and every provision of this
Agreement shall be construed as though both parties participated equally in the
drafting of same, and any rule of construction that a document shall be
construed against the drafting party shall not be applicable to this Agreement.

     SECTION 21.    FREE TO CONTRACT. The Executive represents and warrants to
the Companies that the Executive is able freely to accept employment by the
Companies as described in this Agreement and that there are no existing
agreements, arrangements or understandings, written or oral, that would prevent
the Executive from entering into this Agreement, would prevent or restrict the
Executive in any way from rendering services to the Companies as provided herein
during the Employment Period or would be breached by the future performance by
the Executive of the Executive's duties and responsibilities hereunder.

     SECTION 22.    ENTIRE AGREEMENT. This Agreement, including Appendix A,
Appendix B, and the Indemnification Agreement, supersedes all other agreements,
arrangements or understandings (whether written or oral) between the Companies
and the Executive with respect to the subject matter of this Agreement and the
Executive's employment relationship with the Companies and any of their
Subsidiaries, and this Agreement contains the sole and entire agreement among
the parties hereto with respect to the subject matter hereof.

                                   *    *    *

     IN WITNESS WHEREOF, the parties have executed this Agreement in one or more
counterparts, each of which shall be deemed one and the same instrument, as of
the day and year first written above.

                                    UNITED STATIONERS INC.


                                    By: /s/
                                           -----------------------------------
                                            Frederick B. Hegi, Jr.
                                            Chairman

                                    UNITED STATIONERS SUPPLY CO.


                                    By: /s/
                                           -----------------------------------
                                            Frederick B. Hegi, Jr.
                                            Chairman

                                    EXECUTIVE:


                                        /s/
                                           -----------------------------------
                                            Richard W. Gochnauer

                                       19
<Page>

                                  ATTACHMENT A

Form of Indemnification Agreement entered into among United, USSC (only as to
selected provisions) and various executive officers of United as Exhibit 10.7 to
this Quarterly Report on Form 10-Q.

                                        1
<Page>

                                                                      APPENDIX A

                              LONG TERM INCENTIVES

As of the Effective Date, United Stationers Inc. will grant to the Executive
options to purchase common shares of United Stationers Inc. ("Common Shares")
that are nonqualified stock options on the following terms:

1.   Two options will be granted, with each covering 200,000 Common Shares. One
     option will become exercisable, if at all, based on the passage of time, as
     described below (the "Time-Based Option") and the other will become
     exercisable, if at all, based on either the passage of time or the
     attainment of certain stock price targets for United Stationers Inc.'s
     Common Shares (the "Price-Based Option"). The Time-Based Option and the
     Price-Based Option together will be referred to as the "Options."

2.   The per share exercise price of the Options (the "Grant Price") shall be
     the closing price of the Common Shares on the Effective Date.

3.   As of the first three anniversaries of the Effective Date, but provided in
     each case that the Executive is still in the employment of United
     Stationers Inc. on such anniversary, the Time-Based Option will become
     exercisable with respect to 66,667 shares (except that, on the third
     anniversary, it shall only become exercisable with respect to the remaining
     66,666 shares).

4.   As of the sixth anniversary of the Effective Date, but provided that the
     Executive is still in the employment of United Stationers Inc. on such
     anniversary, the Price-Based Option will become exercisable with respect to
     all 200,000 Common Shares (or any of the remaining Common Shares with
     respect to which it has not yet become exercisable in accordance with this
     paragraph); provided that, it shall become exercisable sooner, with respect
     to the number of shares set forth below, if the Common Shares trade at the
     indicated price during any part of at least 45 trading days within a period
     of 60 consecutive trading days (provided further that the Executive is
     still in the employment of United Stationers Inc. on the trading day on
     which the price condition is satisfied):

<Table>
<Caption>
Common Share Price            Additionally Exercisable  Cumulatively Exercisable
                              Shares                    Shares
--------------------------------------------------------------------------------
<S>                           <C>                       <C>
Greater of $50 or 125% of     40,000                     40,000
Grant Price
Greater of $55 or 137.5% of   50,000                     90,000
Grant Price
Greater of $60 or 150% of     50,000                    140,000
Grant Price
Greater of $65 or 162.5% of   60,000                    200,000
Grant Price
</Table>

                                        1
<Page>

     Notwithstanding the foregoing, the Price Based Option shall not become
     exercisable by virtue of the foregoing proviso with respect to more than
     100,000 Common Shares in any twelve month period commencing with the
     Effective Date.

5.   The Options shall expire on the tenth anniversary of the Effective Date.

6.   The Options are otherwise  subject to all of the terms,  conditions and
     limitations of United Stationers Inc., 2000 Management Equity Plan.

7.   In addition to the foregoing Options, based upon the Executive's annual
     performance and other considerations, the Board will consider annual stock
     option grants to Executive in the range of 75,000 to 100,000 options.

8.   For the foregoing Options as well as such annual stock option grants as may
     be awarded pursuant to paragraph 7 herein (collectively "All Options"), it
     is agreed and understood that for All Options, vesting shall take place
     under the following unusual circumstances:

     (i)    Change of Control: 50% of unvested All Options shall vest upon a
            Change of Control and the remaining unvested All Option shall
            continue to vest in accordance with the applicable stock option
            plan(s) and as provided in the applicable stock option agreement(s),
            provided that if the Employment Period is terminated by the
            Companies for any reason other than Cause or by the Executive for
            Good Reason, All Options which are not vested shall fully vest upon
            such termination. Executive shall have ninety (90) calendar days
            after such termination date to exercise All Options in which he is
            vested.

     (ii)   Termination by the Companies for any reason other than Cause: All
            Options which are not vested shall fully vest upon such termination.
            Executive shall have ninety (90) calendar days after such
            termination date to exercise All Options in which he is vested.

     (iii)  Termination by the Executive for Good Reason: All Options which are
            not vested shall fully vest upon such termination. Executive shall
            have ninety (90) calendar days after such termination date to
            exercise All Options in which he is vested.

     (iv)   Retirement by the Executive: There are no provisions for accelerated
            vesting of All Options; however, the Board has the ability to grant
            accelerated vesting, in the Board's sole discretion, if
            circumstances warrant.

                                        2
<Page>

                                                                      APPENDIX B

                            BENEFITS AND PERQUISITES

RETIREMENT BENEFITS:

     -      Pension Plan
            The Company offers participation in a qualified pension plan and
            provides for the accrual of 1 percent of compensation per year of
            service, up to a 40-year maximum subject to IRS limits.

            In addition to participation in the qualified pension plan,
            Executive will be provided five (5) years of additional age and
            service credits (to be provided on a nonqualified basis), for
            purposes of computing Executive's pension benefit.

            Also, Executive will be a participant in the Company's nonqualified
            restoration plan, which restores benefits otherwise lost under the
            qualified pension plan due to IRS limits.

     -      401(k) Savings Plan
            The Company offers participation in a qualified 401(k) savings plan.
            Subject to IRS limits, this plan allows employee pre-tax
            contributions of 6 percent of pay with a 50 percent match and 3
            percent after-tax contributions. Twelve Fidelity mutual funds are
            currently provided as the underlying investment choices.

     -      Voluntary Deferral Plan
            Executive will be provided participation in the Company's
            nonqualified deferral plan. This plan allows participants to
            voluntarily defer up to 100 percent of their base and/or annual
            bonus, with investment choices generally matching the Fidelity
            mutual fund choices provided under the 401(k) plan.

WELFARE BENEFITS:

     -      HEALTH CARE COVERAGE -- The Company offers comprehensive Group
            Medical and Group Dental plans for eligible associates and their
            dependents. Coverage begins on the first day after 30 days of
            continuous employment.

            A Preferred Provider Organization (PPO) Plan and Health Maintenance
            Organization (HMO) Plan are available options. Prescription Drugs
            are covered under these medical plans. A Dental PPO Plan also is
            offered. Coverage may be elected for you or for your and your
            eligible dependents.

     -      RETIREE MEDICAL PLAN -- Executive may enroll in the Retiree Medical
            Plan upon retirement from the Company.

     -      MEDICAL EXECUTIVE REIMBURSEMENT PLAN (MERP) -- The Company will
            reimburse allowable medical care expenses after all Company or
            non-Company

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            insurance policies and medical plans have paid benefits. The
            reimbursement for you is a maximum of $40,000 per year.

     -      VISION CARE PROGRAM -- This program provides discounts on
            comprehensive vision care benefits including examinations, lenses,
            and frames. Associates who participate in this program will pay the
            premium costs by payroll deduction.

     -      ANNUAL PHYSICAL EXAM -- The Company will pay for a comprehensive
            medical exam at the clinic of Executive's choice on an annual basis.

     -      EMPLOYEE ASSISTANCE PROGRAM (EAP) -- The EAP provides associates and
            their immediate family members with confidential counseling and
            referral services. EAP counselors can assist with a wide range of
            issues including family relationships, substance abuse, dependent
            care, legal or financial situations.

     -      FLEXIBLE SPENDING ACCOUNT (FSA) -- This plan allows eligible
            associates to direct pre-tax income into two different accounts,
            unreimbursed medical expenses or dependent care expenses.

     -      SHORT-TERM DISABILITY (STD) -- The Company-provided short-term
            disability program covers exempt associates who have completed 30 or
            more days of continuous service. Disabled or ill associates receive
            full pay for the first month of disability and then 60 percent of
            base salary for up to four additional months. This coverage begins
            after five days of continuous disability or illness and is provided
            by the Company at no cost to the associate.

     -      LONG-TERM DISABILITY (LTD) -- Coverage under the Company's long-term
            disability program becomes effective after five months of total
            disability. This program provides a monthly income equal to 60
            percent of base salary at the time disability was determined, less
            any additional benefits payable, such as payments made under the
            Social Security Act. The maximum monthly benefit payable under the
            program is $15,000.

     -      GROUP TERM AND SPLIT DOLLAR LIFE INSURANCE -- The Company provides
            group term life insurance equal to two and one-half times annual
            salary rounded to the nearest thousand, to a maximum of $1.2
            million.

            Eligible dependents are also covered under the group term life
            insurance program according to the following schedule:

            Spouse:              $4,000
            Dependent Children:  $200 from 14 days, but less than 6 months
                                 $1,000 over 6 months of age

            Split dollar life insurance provides your beneficiaries with
            additional financial security. Executive will be eligible for
            $800,000 in coverage.

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            Group term, split dollar life insurance and dependent life insurance
            are provided at NO cost to Executive

     -      ACCIDENTAL DEATH AND DISMEMBERMENT (AD&D) INSURANCE -- The Company
            provides accidental death and dismemberment coverage equal to the
            amount of the group term life insurance coverage ($1.2 million).
            This coverage is provided at NO cost to Executive. Supplemental AD&D
            insurance also can be purchased.

     -      TRAVEL AND ACCIDENT INSURANCE -- In addition to life and accidental
            death and dismemberment insurance, the Company provides travel and
            accident insurance in the amount of $300,000 for Officers. This
            benefit is provided at NO cost to Executive.

PERQUISITES:

     -      OFFICER AUTO ALLOWANCE PROGRAM -- Officers are eligible for a
            monthly auto allowance which is used to cover all aspects of your
            automobile including fuel, insurance, maintenance, etc. Executive
            will receive $2,000 per month under the program.

     -      CLUB AND ASSOCIATION DUES -- the Company will pay for up to $9,000
            per year in annual dues at a Club of Executive's choice. The Company
            also will reimburse Executive for all business-related expenses
            Executive incurs at the club.

     -      CAR PHONE -- Executive will be reimbursed for the cost of a car
            phone, installation, basic monthly charge, and expenses incurred for
            all business calls.

     -      FINANCIAL PLANNING -- The Company will pay for reasonable personal
            financial planning fees, not to exceed $5,000 per year.

     -      HOME COMPUTER -- The Company will provide for the complete home
            installation of a DSL line for computer use and will set up a home
            computer for Executive.

     -      VACATION -- Executive is entitled to 20 paid vacation days per year.

     -      RELOCATION -- Executive will receive at his written election either
            (i) a lump sum of $150,000 to cover full relocation costs or (ii)
            relocation pursuant to the Company's current relocation policy for
            senior executives.

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