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EXHIBIT 10.35


                 MEDICAL EXECUTIVE REIMBURSEMENT PROGRAM (MERP)
                                Revised 03/28/02


ELIGIBILITY
Participation in the Medical Executive Reimbursement Program ("MERP") will be
limited to those active key associates in exempt grades 1 - 4 of United
Stationers Supply Co. or its subsidiaries ("Company") as determined solely by
CEO discretion. Under no circumstances will the program apply to spouses or
dependents.

PROGRAM
The Company will reimburse MERP participants for their medical care expenses in
recognition of their key role and services provided to the Company.

GENERAL
ALLOWABLE MEDICAL CARE EXPENSES

Medical care expenses include the diagnosis, care, medication, treatment or
prevention of disease. Expenses paid for medical care shall include those paid
for the purpose of affecting any structure or function of the body and for the
transportation and lodging primarily for and essential to medical care.
Allowable operations or treatments affecting any portion of the body include:

          o   Therapy or X-ray treatments.

          o   Hospital services.

          o   Nursing services (including nurse's board when paid by the
              participant).

          o   Medical laboratory.

          o   Surgery.

          o   Dental services.

          o   X-rays.

          o   Medicines and drugs (only items which are legally procured and
              generally accepted as falling within the category of medicines and
              drugs, whether or not requiring a prescription).

          o   Eye exams.

          o   Eye glasses and contact lenses.

          o   Artificial teeth or limbs.

          o   Ambulance hire.

          o   Other diagnostic and healing services.

Expenses paid for transportation primarily for, and essential to, the rendering
of medical care are allowable expenses. This includes expenses for the cost of
any meals and lodging while away from home receiving medical treatment. The
person's condition must be such that the particular medical care at the
institution is vital to recovery.

Annual exams are covered under the Annual Physical Exam Program.

An expenditure, which is merely beneficial to general health, such as a
vacation, is NOT an allowable expense.

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REIMBURSEMENT OF MEDICAL CARE EXPENSES
The Company will reimburse participants for allowable medical care expenses
AFTER all other Company or non-company insurance policies and medical plans
(including Medicare and/or any other government sponsored plan) covering the
participant, have paid benefits.

Active officers will be reimbursed per the schedule:

BY SALARY GRADES
Grade 1  $75,000 maximum
Grade 2  $30,000 maximum
Grade 3  $25,000 maximum
Grade 4  $15,000 maximum


PROCEDURE

RESPONSIBILITY                             ACTION

Participant                   Submit medical, dental and prescription invoices
                                  to group medical plan provider.

                              Submit all other medical expense bills to group
                                  medical plan provider with "MERP" written
                                  across the top of the claim form.



         NOTE:                    Reimbursement will only be allowed through
                                  this procedure.