AGREEMENT TO
        CASH OUT AND CANCEL STOCK OPTIONS ("AGREEMENT")
                               
      Pursuant to this Agreement made and effective this 28th
day of February, 1995, between United Stationers Inc.
("Company") and the  undersigned stock option holder
("Optionee"),   the  Company and the Optionee agree as follows:
      1.    The Optionee agrees not to exercise any stock
option
granted  under  the United Stationers Inc. 1981  Stock
Incentive Award  Plan or the United Stationers Inc. 1985
Nonqualified Stock Option  Plan  (referred to individually and
collectively  as  the "Stock  Option Plan") while this
Agreement is in effect  and  any attempt  by the Optionee to
exercise any such stock option  while this Agreement is in
effect shall be void.

          2.   Upon the occurrence of a merger between the Company
and
Associated Holdings, Inc. or one of its affiliates (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934) ("Merger"),
the  Optionee shall be entitled to and the Company shall  pay  to
the Optionee, with respect to each stock option grant  (including
stock  options  not  then  currently exercisable  or  subject  to
forfeiture  and  regardless of any restriction  or  condition  to
which any option may be subject pursuant to the Stock Option Plan
or  the terms of the grant, but excluding any stock options
which have been forfeited due to termination of employment
prior to the date  of the Merger), an amount equal to the
product of  (A)  the excess,  if any, of  $15.50 per share (or
such greater amount  as shall  be  offered to stockholders
pursuant to the  Tender  Offer from  Associated Holdings, Inc.)
over the option price of a share of  the  Common  Stock of the
Company ("Share") pursuant  to  the terms  of  the grant,
multiplied by  (B) the number of Shares  to which the grant
pertains.

           3.   If any stock option granted to the Optionee
would
lapse by reason of the Optionee's failure to exercise during
the period this Agreement is in effect, such options shall not
lapse during  the  time this Agreement is in effect, and  the
Optionee shall  be  entitled to and the Company shall pay to
the Optionee, with  respect  to  each  such  stock  option
grant  the  amounts described in paragraph 2 above.

           4.   The amount determined under paragraph 2 shall
be
payable  by the Company on the third (3rd) business day
following the  date  on which the Merger occurs, without any
reduction  for brokerage  commissions or any other expense
other than  taxes  as provided in paragraph 5 below.  Upon the
receipt of such payment, all  stock options granted under the
Stock Option Plan  shall  be cancelled and the Optionee hereby
waives and releases all  rights Optionee  may  have against the
Company under  the  Stock  Option Plan.

          5.   The Optionee shall be responsible for any
federal,
state,  city  or other taxes imposed with respect to any
payment made  pursuant to this Agreement.  The Company shall
comply  with the  obligations imposed under applicable federal,
state or  city withholding laws with respect to any payment
under this Agreement and  shall  be  entitled  to do any act or
thing  to  effectuate compliance  by Optionee and the Company
with such laws  including withholding any amounts payable
pursuant to this Agreement.

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           6.   This Agreement shall be in effect until  June
30,
1995.

           7.   This Agreement shall be binding upon and inure
to
the  benefit of the Optionee and the Company and their
respective
heirs, personal representatives and permitted assigns.
          8.   This Agreement constitutes the entire agreement
between the  parties hereto and contains all the agreements between
such parties with respect to the subject matter hereof.  No change
or modification of or any waiver of the provisions of this Agreement
shall be valid unless the same shall be in writing and signed  by
the  Optionee  and an authorized representative  of  the  Company
other than the Optionee.
     9.     This   Agreement  may  be  executed   in   multiple
counterparts, each of which shall be deemed an original  and  all
of which taken together shall constitute a single instrument.


                                   United Stationers Inc.
                                   By:
Optionee - Signature
Vice
President, Secretary and
                                                General Counsel

____________________________________
Typed or Printed Name





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