<PAGE>

EXHIBIT 10.96

                             UNITED STATIONERS INC.

                         Restated Management Equity Plan
                                    (11/5/98)


1. PURPOSE

United Stationers Inc., a Delaware corporation (the "Company"), by means of this
Management Equity Plan (the "Plan") desires to afford certain of its directors,
key employees and the key employees of any parent corporation or subsidiary
corporation thereof now existing or hereafter formed or acquired who are
responsible for the continued growth of the Company an opportunity to acquire a
proprietary interest in the Company, and thus to create in such persons an
increased interest in and a greater concern for the welfare of the company and
any parent corporation or subsidiary corporation thereof. As used in the Plan,
the terms "parent corporation" and "subsidiary corporation" shall mean,
respectively, a corporation within the definition of such terms contained in
Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").

The stock options described in Section 6 (the "Options"), and the shares of
common stock of the Company acquired pursuant to the exercise of such Options
are a matter of separate inducement and are not in lieu of any salary or other
compensation for services.

2.   ADMINISTRATION

The Plan shall be administered by the Option Committee, or any successor
thereto, of the Board of Directors of the Company or by such other committee, as
determined by the Board (the "Committee"). The Committee shall consist of not
less than two members of the Board of Directors of the Company, each of whom
shall qualify as a "disinterested person" to administer the Plan within the
meaning of Rule 16b-3, as amended, or other applicable Rules under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Committee shall administer the Plan so as to comply at all times with the
Exchange Act. A majority of the Committee shall constitute a quorum, and subject
to the provisions of Section 5, the acts of a majority of the members present at
any meeting at which a quorum is present, or acts approved in writing by a
majority of the Committee, shall be the acts of the Committee.

3.   SHARES AVAILABLE

Subject to the adjustments provided in Section 7, the maximum aggregate number
of shares of common stock of the Company which may be granted for all purposes
under the Plan shall be 4,100,000 [8,200,000 shares of common after 1998 stock
split]. If, for any reason, any shares as to which Options have been granted
cease to be subject to purchase thereunder, including, without limitation, the
expiration of such Option, the termination of such option prior to exercise or
the forfeiture of such Option, such shares shall thereafter be available for
grants to such individual or other individuals under the Plan. Options granted
under the Plan may be fulfilled in accordance with the terms of the Plan with
either authorized and unissued shares of the common stock of the Company or
issued shares of such common stock held in the Company's treasury.



<PAGE>


4.   ELIGIBILITY AND BASES OF PARTICIPATION

Grants under the Plan may be made, pursuant to Section 6, to key employees,
officers and directors of the Company, or any parent corporation or subsidiary
corporation thereof, who are regularly employed on a salaried basis and who are
so employed on the date of such grant (the "Officer and Key Employee
Participants"), or who are non-employee directors of the Company on the date of
such grant.

5.   AUTHORITY OF COMMITTEE

Subject to and not inconsistent with the express provisions of the Plan and the
Code, the Committee shall have plenary authority, in its sole discretion, to:

       a. determine the persons to whom Options shall be granted, the time when
       such Options shall be granted, the number of Options, the purchase price
       or exercise price of each Option, the period(s) during which such Option
       shall be exercisable (whether in whole or in part), the restrictions to
       be applicable to Options and the other terms and provisions thereof
       (which need not be identical);

       b. require, as a condition to the granting of any Option, that the person
       receiving such Option agree not to sell or otherwise dispose of such
       Option, any common stock acquired pursuant to such Option or any other
       "derivative security" (as defined by Rule 16a-l(c) under the Exchange
       Act) for a period of at least six (6) months following the later of (i)
       the date of the grant of such Option or (ii) the date when the exercise
       price of such Option is fixed if such exercise price is not fixed at the
       date of grant of such Option;

       c. provide an arrangement through registered broker-dealers whereby
       temporary financing may be made available to an optionee by the
       broker-dealer, under the rules and regulations of the Federal Reserve
       Board, for the purpose of assisting the optionee in the exercise of an
       Option, such authority to include the payment by the Company of the
       commissions of the broker-dealer;

       d. provide the establishment of procedures for an optionee (1) to have
       withheld from the total number of shares to be acquired upon the exercise
       of an Option that number of Shares having a Fair Market Value (as defined
       in Section 9) which, together with such cash as shall be paid in respect
       of fractional Shares, shall equal the Option exercise price, and (2) to
       exercise a portion of an Option by delivering that number of shares
       already owned by such optionee having a Fair Market Value which shall
       equal the partial Option exercise price and to deliver the shares thus
       acquired by such optionee in payment of shares to be received pursuant to
       the exercise of additional portions of such Option, the effect of which
       shall be that such optionee can in sequence utilize such newly acquired
       shares in payment of the exercise price of the entire Option, together
       with such cash as shall be paid in respect of fractional shares;

       e. provide the establishment of a procedure whereby a number of shares of
       common stock or other securities may be withheld from the total number of
       shares of common stock or other securities to be issued upon exercise of
       an Option to meet the obligation of withholding for taxes incurred by an
       optionee upon such exercise;

       f. prescribe, amend, modify and rescind rules and regulations relating to
       the Plan;

       g. make all determinations specified in or permitted by the Plan or
       deemed necessary or desirable for its administration or for the conduct
       of the Committee's business; and


<PAGE>


       h. establish any procedures determined to be appropriate in discharging
       its responsibilities under the Plan.

The Committee may delegate to one or more of its members, or to one or more
agents, such administrative duties as it may deem advisable, and the Committee
or any person to whom it has delegated duties as aforesaid may employ one or
more persons to render advice with respect to any responsibility the Committee
or such person may have under the Plan; PROVIDED, HOWEVER, that the Committee
may not delegate any duties to a member of the Board of Directors of the Company
who, if elected to serve on the Committee, would not qualify as a "disinterested
person" to administer the Plan as contemplated by Rule 16b-3, as amended, or
other applicable rules under the Exchange Act. The Committee may employ
attorneys, consultants, accountants, or other persons and the committee, the
Company, and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all persons who have received grants under the Plan, the
company and all other interested persons. No member or agent of the Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan and all members and agents of the
Committee shall be fully protected by the Company in respect of any such action,
determination or interpretation.

6.   GRANTS OF STOCK OPTIONS

The Committee shall have the authority, in its sole discretion, to grant
incentive stock options ("Incentive Options") pursuant to Section 422 of the
Code, or to grant non-qualified stock options ("Non-Qualified 0ptions") (options
which do not qualify under Section 422 of the Code) or to grant both types of
Options. No option shall be granted for a term of more than ten (10) years.
Notwithstanding anything contained herein to the contrary, an Incentive Option
may be granted only to Officer and Key Employee Participants. The terms and
conditions of the Options shall be determined from time to time by the
Committee: PROVIDED, HOWEVER, that the Options granted under the Plan shall be
subject to the following:

             a. OPTION PRICE. The Committee shall establish the option price at
             the time any Option is granted at such amount as the Committee
             shall determine. The option price for each share purchasable under
             any Incentive Option granted hereunder shall be such amount as the
             Committee shall, in its best judgment, determine to be not less
             than one hundred percent (100%) of the Fair Market Value per share
             at the date the Option is granted; PROVIDED, HOWEVER, that in the
             case of an Incentive Option granted to a person who, at the time
             such Incentive Option is granted, owns shares of the Company, or
             any parent corporation or subsidiary corporation thereof, which
             possess more than ten percent (10%) of the total combined voting
             power of all classes of shares of the Company or of any subsidiary
             corporation or parent corporation of the Company, the purchase
             price for each share shall be such amount as the Committee, in its
             best judgment, shall determine to be not less than one hundred ten
             percent (110%) of the Fair Market Value per share at the date the
             Option is granted. The Option price will be subject to adjustment
             in accordance with the provisions of Section 7 of the Plan.

             b. PAYMENT. The price per share of common stock of the Company with
             respect to each Option shall be payable at the time the Option is
             exercised. Such price shall be payable in cash, which may be paid
             by wire transfer in immediately available funds, by check or by any
             other instrument acceptable to the Company or, in the discretion of
             the Committee, by delivery to the Company of shares or common stock
             of the Company owned by the optionee


<PAGE>


             or by the Company withholding from the total number of shares to
             be acquired pursuant to the Option a portion of such shares.
             Shares delivered to or withheld by the Company in payment of the
             option price shall be valued at the Fair Market Value of the
             common stock of the Company on the day preceding the date of the
             exercise of the option.

             c. CONTINUATION OF EMPLOYMENT. Notwithstanding anything else
             contained herein, each Option by its terms shall require the
             optionee to remain in the continuous employ of, or as a director
             of, the Company, or any parent corporation or subsidiary
             corporation thereof, for at least six (6) months (or three (3)
             months in the case of an Incentive Option) from the date of grant
             of the Option before the right to exercise any part of the Option
             will accrue.

             d. EXERCISABILITY OF STOCK OPTION. Each Option shall be exercisable
             in such installments as may be determined by the Committee at the
             time of the grant. The right to purchase shares shall be cumulative
             so that when the right to purchase any shares has accrued such
             shares or any part thereof may be purchased at any time thereafter
             until the expiration or termination of the Option. No Option by its
             terms shall be exercisable after the expiration of ten (10) years
             from the date of the grant of the Option; PROVIDED, HOWEVER, in the
             case of an Incentive Option granted to a person who, at the time
             such Option is granted, owns stock of the Company, or any parent
             corporation or subsidiary corporation thereof, possessing more than
             ten percent (10%) of the total combined voting power of all classes
             of stock of the Company, or any corporation or subsidiary
             corporation thereof, such Option shall not be exercisable after the
             expiration of five (5) years from the date such Option is granted.

             e. DEATH. In the event of the death of any optionee, the estate of
             such optionee shall have the right, within the period designated by
             the Committee at the time of grant, which shall in no event be less
             than within six (6) months after the date of death (but not after
             the expiration date of the Option), to exercise such optionee's
             Option with respect to all or any part of the shares of stock which
             such optionee was entitled to purchase immediately prior to the
             time of his death, or will become entitled to purchase during the
             period of exercise.

             f. DISABILITY OR RETIREMENT. If the employment of any optionee is
             terminated because of Disability (as defined in Section 9), or
             because of retirement, such optionee shall have the right, within
             the period designated by the Committee at the time of grant, which
             shall in no event be less that within six (6) months after the date
             of termination (or within one (1) year after the date of such
             termination in the case of an Incentive Option) (but in no case
             after the expiration of the Option), to exercise the Option with
             respect to all or any part of the shares of stock which such
             optionee was entitled to purchase immediately prior to the time of
             such termination, or will become entitled to purchase during the
             period of exercise.

             g. OTHER TERMINATION OR FOR CAUSE. If the employment of an optionee
             is terminated for any reason other than those specified in the
             subsections 6(e) and (f) above, such optionee shall have the right,
             within the period designated by the Committee which shall in no
             event be less than thirty (30) days (or three (3) months in the
             case of an Incentive Option) after the date of such termination
             (but not after the expiration date of the Option), to exercise his
             Option with respect to all or any part of the shares of stock which
             such optionee was entitled to purchase immediately prior to the
             time of such termination, except that, if such optionee's
             employment was terminated by the Company, or any parent corporation
             or subsidiary corporation thereof, for good cause, or if the
             optionee voluntarily terminates employment without the consent of
             the Company, or 


<PAGE>


             any parent corporation or subsidiary corporation thereof (of
             which fact the Committee shall be the sole judge), such optionee
             shall immediately forfeit all rights under his Option except as
             to the shares of stock already purchased. Termination for "good
             cause" shall mean (unless another definition is agreed to in
             writing by the Company and the optionee) termination by action of
             the Board of Directors because of: (A) the optionee's theft or
             embezzlement, or attempted theft or embezzlement, of money or
             tangible or intangible assets or property of the Company or any
             parent corporation or subsidiary corporation thereof, (B) any act
             or acts of moral turpitude by optionee, (C) other than as a
             result of a Disability, optionee's failure to devote adequate
             time to the Company's or such parent corporation's or such
             subsidiary corporation's business as determined in the reasonable
             judgment of the Board of Directors, after having given notice of
             the asserted problem and a reasonable opportunity to cure, (D)
             any intentional acts by optionee which establish optionee's
             loyalty to a business entity or person other than the Company,
             (E) gross negligence or willful misconduct in the performance of
             optionee's duties, (F) conviction of a felony, (G) conviction of
             a crime, the conviction of which results in a material injury to
             the Company or any parent corporation or subsidiary corporation
             thereof, or (H) a willful material breach of any employment
             agreement entered into between optionee and the Company or any
             parent corporation or subsidiary corporation thereof. The
             determination that there exists "good cause" for termination
             shall be made by the Option Committee (unless otherwise agreed to
             in writing by the Company and the optionee) and such
             determination shall be conclusive.

             h. MAXIMUM EXERCISE. The aggregate Fair Market Value of stock
             (determined at the time of the grant of the Option) with respect to
             which Incentive Options are exercisable for the first time by an
             optionee during any calendar year under all plans of the Company,
             or any parent corporation or subsidiary corporation thereof, shall
             not exceed $100,000.

             i. LIMIT ON INDIVIDUAL GRANTS. In any calendar year, the maximum
             number of shares for which options may be granted under the Plan to
             any one optionee is 400,000 shares of common stock [800,000 shares
             of common stock after 1998 stock split] (subject to adjustment in
             accordance with Section 7 of the Plan.

7.   ADJUSTMENT OF SHARES

In the event there is any change in the common stock of the Company by reason of
any consolidation, combination, liquidation, reorganization, recapitalization ,
stock dividend, stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares or other like change in the capital structure of the
Company, the number or kind of shares or interests subject to an Option and the
per share price or value thereof shall be appropriately adjusted by the
Committee at the time of such event, provided that each optionee's position with
respect to the Option and the per share price or value thereof shall not, as a
result of such adjustment, be worse than it had been immediately prior to such
event. Any fractional shares or interests resulting from such adjustment shall
be eliminated. Notwithstanding the foregoing, (i) each such adjustment with
respect to an Incentive Option shall comply with the rules of Section 424(a) of
the Code, and (ii) in no event shall nay adjustment be made which would render
any Incentive Option granted hereunder other than an "incentive stock option"
for purposes of Section 422 of the Code.

In the event of a Change of Control or a merger between the Company and another
corporation in which the Company is not the surviving entity and where any
optionee holds Options issued pursuant to this Plan which have not been
exercised, such Options shall be canceled and replacement Options shall be
issued by the surviving entity in accordance with Rule 16b-3(f)(1) under the
Exchange Act.


<PAGE>


8.   MISCELLANEOUS PROVISIONS

             a. ASSIGNMENT OR TRANSFER. The Committee may, in its discretion,
             authorize all or a portion of the options, other than Incentive
             Stock Options, to be granted to an optionee to be on terms which
             permit transfer by such optionee to (i) the spouse, children or
             grandchildren of the optionee ("Immediate Family Members"), (ii) a
             trust or trusts for the exclusive benefit of such Immediate Family
             Members, or (iii) a partnership in which such Immediate Family
             Members are the only partners, provided that (x) there may be no
             consideration for any such transfer, (y) the stock option agreement
             pursuant to which such options are granted must be approved by the
             Committee and must expressly provide for transferability in a
             manner consistent with this Section, and (z) subsequent transfers
             of transferred options shall be prohibited except by will or the
             laws of descent and distribution. Following transfer, any such
             options shall continue to be subject to the same terms and
             conditions as were applicable immediately prior to transfer."

             b. INVESTMENT REPRESENTATION. If a registration statement under the
             Securities Act of 1933, as amended (the "Securities Act"), with
             respect to the common stock issuable upon exercise of an Option, is
             not in effect at the time such Option is exercised, the Company may
             require, for the sole purpose of complying with the Securities Act,
             that prior to delivering such common stock to the exercising
             optionee, such optionee must deliver to the Secretary of the
             Company a written statement (i) representing and warranting that
             such common stock is being acquired for investment only and not
             with a view to the resale or distribution thereof, (ii)
             acknowledging and confirming that such common stock may not be sold
             unless registered for sale under the Securities Act or pursuant to
             an exemption from such registration and (iii) agreeing that the
             certificates representing such common stock shall bear a legend to
             the effect of the foregoing.

             If subsequent to the delivery by an optionee of the written
             statement described in the preceding paragraph, the common stock
             issuable upon exercise of an Option is registered under the
             Securities Act, the Company may release such optionee from such
             written statement without effecting a "modification" of the Plan
             within the meaning of Section 424(h)(3) of the Code.

             c. WITHHOLDING TAXES. In the case of distributions of common stock
             or other securities hereunder, the Company, as a condition of such
             distribution, may require the payment (through withholding from the
             optionee's salary, reduction of the number of shares of common
             stock or other securities to be issued, or otherwise) of any
             federal, state, local or foreign taxes required by law to be
             withheld with respect to such distribution.

             d. COSTS AND EXPENSES. The costs and expenses of administering the
             Plan shall be borne by the Company and shall not be charged against
             any Option nor to any employee receiving an Option.

             e. FUNDING OF PLAN. The Plan shall be unfunded. The Company shall
             not be required to make any segregation of assets to assure the
             payment of any Option under the Plan.

             f. OTHER INCENTIVE PLANS. The adoption of the Plan does not
             preclude the adoption by appropriate means of any other incentive
             plan for employees.


<PAGE>


             g. EFFECT ON EMPLOYMENT. Nothing contained in the Plan or any
             agreement related hereto or referred to herein shall affect, or be
             construed as affecting, the terms of employment of any Officer and
             Key Employee Participants except to the extent specifically
             provided herein shall impose, or be construed as imposing, an
             obligation on (i) the Company, or any parent corporation or
             subsidiary corporation thereof, to continue the employment of any
             Officer and Key Employee Participant, and (ii) any Officer and Key
             Employee Participant to remain in the employ of the Company, or any
             parent corporation or subsidiary corporation thereof.

9.   DEFINITIONS

             a. "Fair Market Value" shall, as it relates to the common stock of
             the Company, mean the average of the high and low prices of such
             common stock as reported on a national stock exchange or as listed
             for quotation on the NASDAQ National Market System on the date
             specified herein, or if there were no sales on such date, on the
             next preceding day on which there were sales, or if such common
             stock is not listed on a national stock exchange or is not listed
             for quotation on the NASDAQ National Market System, the value of
             such common stock on such date as determined by the Board of
             Directors of the Company in good faith.

             b. "Disability" means optionee's inability, due to illness,
             accident, injury, physical or mental incapacity or other disability
             effectively to carry out his duties and obligations as an employee
             of the Company or to participate effectively and actively as an
             employee of the Company for 90 consecutive days or shorter periods
             aggregating at least 180 days (whether or not consecutive) during
             any twelve-month period.

10.  AMENDMENT OF PLAN

The Board of Directors of the Company shall have the right to amend, modify,
suspend or terminate the Plan at any time, provided that no amendment shall be
made which shall increase the total number of shares of the common stock of the
Company which may be issued and sold pursuant to Options granted under the Plan
or decrease the minimum option price in the case of an Incentive Option, or
modify the provisions of the Plan relating to eligibility with respect to
Incentive Options unless such amendment is made by or with the approval of the
stockholders. The Board of Directors shall be authorized to amend the Plan and
the Options granted thereunder (i) to qualify as "incentive stock options"
within the meaning of Section 422 of the Code or (ii) to comply with Rule 16b-3
(or any successor rule) under the Exchange Act. No amendment, modification,
suspension or termination of the Plan shall alter or impair any Options
previously granted under the Plan, without the consent of the holder thereof.

11.   EFFECTIVE DATE

The Plan shall become effective January 31, 1992, the date as of which the Plan
was adopted by the Board of Directors (the "Effective Date"); PROVIDED, HOWEVER,
that if the Plan is not approved by a vote of the stockholders of the Company at
an annual meeting or by written consent within twelve (12) months before or
after the Effective Date, the Plan and any Options granted thereunder shall
terminate.