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                                                                   EXHIBIT 10.47
                               FIRST AMENDMENT TO
                             UNITED STATIONERS INC.
                           2000 MANAGEMENT EQUITY PLAN

         WHEREAS, United Stationers Inc. ("Company") adopted and the
shareholders have approved the United Stationers Inc. 2000 Management Equity
Plan ("Plan");

         WHEREAS, pursuant to Section 14 of the Plan, the Board of Directors may
amend the Plan;

         WHEREAS, the Human Resources Committee of the Board of Directors of the
Company has recommended amendment of the Plan in response to the issuance of
FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation and the Board of Directors of the Company deems it appropriate to
amend the Plan in accordance with the recommendations of the Human Resources
Committee;

         NOW, THEREFORE, effective June 28, 2000, the Plan is hereby amended in
the following manner:

1.       The prefatory language in the first paragraph of Section 7. CHANGE OF
         CONTROL (the language prior to subsection (a)) is deleted in its
         entirety and the following substituted therefor:

         "Notwithstanding anything herein or in the Option grant to the
         contrary, (i) 50% of each grant of each Participant's Options which are
         outstanding but not yet exercisable immediately prior to a Change of
         Control shall become immediately exercisable upon a Change of Control
         and (ii) upon the Termination of Employment of a Participant Related to
         a Change of Control, all Options of the Participant outstanding as of
         the earlier of the Change of Control or the Participant's termination
         of employment shall become immediately exercisable in full. For the
         purposes of this Plan, a Change of Control means:"

2.       The last paragraph of Section 7. CHANGE OF CONTROL is deleted in its
         entirety and the following substituted therefor:

         "For purposes of the Plan, Termination of Employment of a Participant
         Related to a Change of Control means a termination of employment on or
         after either an Anticipated

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         Change of Control or a Change of Control but prior to the first
         anniversary of a Change of Control by the Employer without Cause or
         by the Participant with Good Reason. "Cause" shall mean: (a) the
         Participant's continued failure to perform substantially the duties
         of the Participant with the Employer (other than any such failure
         resulting from incapacity due to physical or mental illness or death),
         after a written demand for improvement and substantial performance is
         delivered to the Participant (by the Board for the chief executive
         officer of the Company, by the chief executive officer of the Company
         for officers other than the chief executive officer, and by an officer
         of the Company for Participants other than officers) which
         specifically identifies the failure which when judged by objective
         standards is clearly and significantly detrimental to the Employer;
         (b) the Participant's engaging in an intentional, fraudulent act in
         the conduct of the business of the Employer which is demonstrably
         injurious to the Employer; or (c) the Participant's conviction of,
         or plea of guilty or nolo contendere to, any criminal violation (other
         than a traffic-related violation) involving dishonesty, fraud, breach
         of trust or sexual offense or any criminal felony violation (other than
         a traffic-related violation). "Good Reason" shall exist upon the
         occurrence of any of the following events: (a) a diminution in
         Participant's position (including status, offices, titles and reporting
         requirements), authority, duties or responsibilities (including the
         assignment to Participant of any duties inconsistent with Participant's
         position, authority, duties or responsibilities), excluding for this
         purpose an isolated, insubstantial and inadvertent action not taken in
         bad faith and which is remedied by the Employer promptly after receipt
         of notice thereof given by the Participant; (b) the Employer shall
         (i) reduce the base salary or bonus or incentive opportunity of the
         Participant or (ii) substantially reduce in the aggregate the
         Participant's benefits; or (c) the Employer shall require Participant
         to relocate Participant's principal business office to any location
         more than 50 miles from its location prior to the Change of Control or
         Anticipated Change of Control. "Anticipated Change of Control" shall
         mean (i) entering into an agreement, the consummation of which would
         result in the occurrence of a Change of Control or (ii) the public
         announcement of an intention to take actions which, if consummated,
         would constitute a Change of Control; provided, however no event shall
         be treated as an Anticipated Change of Control unless a Change of
         Control occurs within one year after such event."

3.       In all other respects, the Plan, as amended, shall remain in effect.


                                                          United Stationers Inc.


                                               By:
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                                                   Its:
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