EXHIBIT 20
AMENDMENT TO BY-LAWS
OF
UNITED STATIONERS INC.
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Following approval at a meeting of the directors of United Stationers Inc.
(the "Corporation") on February 10, 1995, Article VII of the By-laws of the
Corporation are amended in their entirety to read as follows:
ARTICLE VII INDEMNIFICATION
1. Obligation to Indemnify. The Corporation shall indemnify and advance
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expenses to the fullest extent permitted by applicable law to each person (and,
where applicable, the person's intestate estate, the legal or personal
representative of the person, the estate of such person and such person's
legatees and heirs) who is or has served as a director, officer, employee, agent
or trustee of an employee benefit plan for:
(i) the Corporation;
(ii) any predecessor of the Corporation; or
(iii) any other corporation, partnership, joint venture, trust or
enterprise who served at the request of the Corporation or any
predecessor of the Corporation and who may be indemnified pursuant to
the provisions of the Delaware General Corporation Law.
(a) Construction and Presumption Favoring Indemnification. In
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connection with each claim indemnification, this Article shall be liberally
construed in favor of indemnification and there shall be a rebuttable
presumption that the claimant is entitled to such indemnification and the
Corporation shall bear the burden of proving by a preponderance of the evidence
that the claimant is not so entitled to indemnification.
(b) Advancement of Expenses. The advancement of expenses shall be
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made upon receipt by the Corporation of an undertaking by or on behalf of the
person seeking indemnification
to repay such amounts./1/ The required undertaking can be in the form of a
written unsecured promise by such person stating that in the event it is
determined by a court of competent jurisdiction that the Corporation is not
permitted by law to indemnify the expenses of the person, then the Corporation
shall be repaid for the advancement of expenses. Further, the person shall be
allowed their choice of counsel and all reasonable fees and expenses, including
attorneys' fees and expenses, shall be paid no later than thirty days after the
tender of a statement of expense.
(c) Enforcement of Indemnification Right. If a claim under this
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Article VII is not paid in full by the Corporation within thirty (30) days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall also be
entitled to be paid for any and all expenses incurred in prosecuting such claim.
Neither of the following shall be a defense to any such action nor create a
presumption that the claimant has not met the applicable standards of conduct:
(i) The failure of the Corporation (including its board of directors,
independent counsel or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the
claimant is proper.
(ii) An actual determination by the Corporation (including its board of
directors, independent legal counsel, or its shareholders) that the
claimant was not entitled to indemnification.
(d) Defense to Enforcement. It shall be a defense to any action for
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indemnity
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/1/ "Expenses" shall refer to all disbursements, costs or expenses
reasonably incurred by the person directly or indirectly in connection with an
event from which indemnification is or may be sought, including, but not limited
to, fees and disbursements of counsel, accountants or other experts employed in
connection with any indemnifiable event, including all such expenses,
distributions and costs of investigation incurred in connection with or prior to
the initiation of any proceeding related to an indemnifiable event.
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under this Article VII that the claimant has not met the standards of conduct
which made it permissible for the Corporation to indemnify the claimant for the
amount claimed. The burden of proving this defense shall be on the Corporation.
The defense provided by this subparagraph (d) shall not apply to an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where any required undertaking to repay
advanced amounts has been tendered to the Corporation.
(e) Confidentiality.
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(i) Any finding by the board of directors, independent legal
counsel or the shareholders that a person asserting a claim for indemnification
pursuant to this Article VII is not entitled to such indemnification, and any
information which may support such finding, shall be held by the board of
directors, independent legal counsel and the shareholders in confidence except
to the extent disclosure is compelled by law and shall not otherwise be
disclosed to any third party.
(ii) If the Corporation, the board of directors, independent
legal counsel or the shareholders are requested or required (by questions,
interrogatories, requests for information or documents, subpoena or other
process) to disclose any such confidential information, the person or entity so
requested or required shall provide the claimant with prompt notice of each such
request and shall use its best efforts to lawfully not disclose any such
confidential information (and shall only disclose that which is required to be
disclosed), including without limitation, seeking a protective order at the
Corporation's expense.
2. Contract Right. The foregoing provision of this Article VII shall be
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deemed to be a contract between the Corporation and each person who serves in
the capacity described herein at any time while this Article VII is in effect,
and any repeal or modification of this Article VII shall not impair or otherwise
affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding theretofore
or thereafter brought
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based in whole or in part upon any such state of facts.
3. Indemnity of Others. The board of directors in its discretion shall
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have power on behalf of the Corporation to enter into agreements to indemnify
any person made a party to any action, suit or proceeding by reason of the fact
that he, his testator or intestate, legal or personal representative, legatees
or heirs is or was an employee, agent or otherwise acting on behalf of the
Corporation or predecessor of the Corporation or serving at the request of the
Corporation or its predecessor, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
4. Non-Exclusivity. The rights of indemnification and advancement of
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expenses provided by this Article VII shall not be deemed exclusive of any
rights not provided in this Article VII to which any person may otherwise be
entitled.
5. Reports. The Corporation shall report to its shareholders any payment
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of indemnity or advancement of expenses pursuant to this Article VII to the
extent required by applicable law.
6. Severability. If for any reason a provision of this Article VII shall
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be deemed invalid or is unenforceable, the corporation shall remain obligated to
indemnify and advance expenses subject to all those provisions of this Article
which are not invalid or unenforceable.
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