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Exhibit 10.22

                             UNITED STATIONERS INC.

                              Directors Grant Plan

1.   PURPOSE

United Stationers Inc., a Delaware corporation (the "Company") by means of this
Directors Grant Plan (the "Plan") desires to retain outstanding individuals who
are not employees of the Company or its affiliates as directors of the Company
and to provide additional incentives for such directors to achieve the
objectives and promote the business success of the Company by providing to such
individuals additional opportunities to acquire common shares of the Company
("Shares") through the settlement of deferred stock units ("Deferred Stock
Units") and thereby provide such individuals with a greater proprietary interest
in and closer identity with the Company and its financial success.

2.   ADMINISTRATION

The Plan shall be administered by the Board of Directors or by such committee of
the Board of Directors, as determined by the Board of Directors of the Company
(the "Committee"). The Committee shall interpret the Plan and shall prescribe,
amend and rescind rules and regulations relating thereto and make all other
determinations necessary, advisable or desirable for the administration of the
Plan. Any such action by the Committee shall be final and conclusive on all
persons having any interest in the Deferred Stock Units or Shares to which such
action relates. A majority of the Committee shall constitute a quorum and 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.

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.

3.   SHARES

Deferred Stock Units granted under the Plan may be settled 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.

4.   PARTICIPATION

The "Participants" in the Plan will consist of directors of the Company who are
not employees of the Company or any affiliate of the Company.

5.   DEFERRED STOCK UNITS

At such times as determined by the Board of Directors of the Company
(individually, "Grant Date"), each director of the Company who is not an
employee of the Company or any affiliate of the Company may be granted each year
up to 4,000 Deferred Stock Units as determined by

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the Board in its sole discretion. The award of any Deferred Stock Units may be
subject to other provisions (whether or not applicable to the Deferred Stock
Unit awarded to any other Participant) as the Committee, in its sole discretion
determines appropriate, including, without limitation, restrictions on resale or
other disposition and such provisions as may be appropriate to comply with
federal or state securities laws and stock exchange requirements.

6.   STOCK UNIT ACCOUNT AND ADJUSTMENT OF DEFERRED STOCK UNITS

     a.   STOCK UNIT ACCOUNTS. A Stock Unit Account will be established for each
     Participant. All Deferred Stock Units shall be credited to the
     Participant's Stock Unit Account. Any settlements or distributions pursuant
     to Section 8(b) shall be deducted from Participant's Stock Unit Account.

     b.   CREDITING OF DIVIDEND EQUIVALENTS. As of each dividend or other
     distribution payment date with respect to Shares, each Participant shall
     have credited to the Participant's Stock Unit Account a dollar amount equal
     to the amount of cash dividends or the fair market value (as determined in
     good faith by the Committee) of the property other than Shares that would
     have been paid or distributed on the number of Shares equal to the number
     of Deferred Stock Units credited to the Participant's Stock Unit Account as
     of the close of business on the record date for such dividend or
     distribution. Such dollar amount shall then be converted into a number of
     Deferred Stock Units equal to the number of whole and fractional Shares
     that could have been purchased at Fair Market Value on the dividend payment
     or distribution date with such dollar amount. In the case of any dividend
     declared on Shares which is payable in Shares, each Participant's Stock
     Unit Account shall be increased by the number of Deferred Stock Units equal
     to the product of (i) the number of Deferred Stock Units credited to the
     Participant's Stock Unit Account on the related dividend record date and
     (ii) the number of Shares (including any fraction thereof) distributable as
     a dividend on a Share. Deferred Stock Units which are credited to a
     Participant's Stock Unit Account pursuant to this Section 6.b. shall be
     subject to the same terms and conditions of the Plan and deferral elections
     of Deferred Stock Units applicable to the Participant's other Deferred
     Stock Units.

     c.   CAPITAL ADJUSTMENTS. If the Shares should, as a result of any stock
     split, other subdivision or combination of Shares, or any reclassification,
     recapitalization or otherwise, be increased or decreased, the number of
     outstanding Deferred Stock Units and the total number of Shares reserved
     for issuance under this Plan shall be adjusted as determined by the
     Committee to reflect such action. Any new Shares or other securities issued
     with respect to Shares shall be deemed Shares. In the event of any stock
     split, recapitalization, reorganization or other transaction affecting the
     capital structure of the Company, the Committee shall make such adjustments
     to the number of Deferred Stock Units credited to each Participant's Stock
     Unit Account as the Committee shall deem necessary or appropriate to
     prevent the dilution or enlargement of such Participant's rights.

     d.   SALE OR REORGANIZATION. Subject to Section 7, in the event the Company
     is merged or consolidated with another entity, or in the event the property
     or Shares of

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     the Company are acquired by another entity, or in the event of a
     reorganization of the Company, or in the event of any extraordinary
     transaction ("Transaction"), the board of directors of any corporation or
     comparable governing body of any other type of entity, assuming the
     obligations of the Company hereunder or the Committee, as applicable, shall
     have the right to provide for the continuation of Deferred Stock Units
     granted under the Plan with respect to the Shares provided they remain
     publicly-traded or with respect to any publicly-traded equity securities
     into which the Shares are converted. If provision for such continuation of
     Deferred Stock Units after a Change of Control or other Transaction is not
     made, Participants shall receive either prior to such Change of Control or
     other Transaction the number of Shares equal to the Deferred Stock Units
     credited to their Stock Unit Account so they may participate in such Change
     of Control transaction or other Transaction in the same manner and to the
     same extent as stockholders with a number of Shares equal to the
     Participants' number of Deferred Stock Units or shall receive at the same
     time and in the same manner the same securities, cash, notes or other
     property or assets as if they were stockholders with a number of Shares
     equal to the number of Deferred Stock Units credited to their Stock Unit
     Account.

     e.   FAIR MARKET VALUE. Except as otherwise provided herein, "Fair Market
     Value" for a Share for a day shall be the closing price per Share on such
     day on the principal exchange on which Shares are listed or admitted to
     trading; if Shares are listed or admitted to trading on an exchange but
     such day is not a trading day, Fair Market Value shall be determined as of
     the last preceding trading day. If the preceding sentence is not
     applicable, Fair Market Value shall be determined in good faith by the
     Committee.

7.   CHANGE OF CONTROL

     For the purposes of this Plan, a Change of Control means:

     a.   Any "Person" (having the meaning ascribed to such term in Section
     3(a)(9) of the Securities Exchange Act of 1934, as amended ("1934 Act") and
     used in Sections 13(d) and 14(d) thereof, including a "group" within the
     meaning of Section 13(d)(3)) has or acquires "Beneficial Ownership" (within
     the meaning of Rule 13d-3 under the 1934 Act) of 30% or more of the
     combined voting power of the Company's then outstanding voting securities
     entitled to vote generally in the election of directors ("Voting
     Securities"); provided, however, that in determining whether a Change of
     Control has occurred, Voting Securities which are held or acquired by
     (i) the Company or any of its subsidiaries or (ii) an employee benefit plan
     (or a trust forming a part thereof) maintained by the Company or any of its
     subsidiaries shall not constitute a Change of Control. Notwithstanding the
     foregoing, a Change of Control shall not be deemed to occur solely because
     any Person acquired Beneficial Ownership of more than the permitted amount
     of Voting Securities as a result of the issuance of Voting Securities by
     the Company in exchange for assets (including equity interests) or funds
     with a fair value equal to the fair value of the Voting Securities so
     issued; provided that if a Change of Control would occur (but for the
     operation of this sentence) as a result of the issuance of Voting
     Securities by the Company, and after such issuance of Voting Securities by
     the Company, such Person becomes the Beneficial Owner of any additional
     Voting Securities which increases the percentage of the Voting Securities
     Beneficially Owned by such Person to

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     more than 50% of the Voting Securities of the Company, then a Change of
     Control shall occur.

     b.   At any time during a period of two consecutive years, the individuals
     who at the beginning of such period constituted the Board (the "Incumbent
     Board") cease for any reason to constitute more than 50% of the Board;
     provided, however, that if the election, or nomination for election by the
     Company's stockholders, of any new director was approved by a vote of more
     than 50% of the directors then comprising the Incumbent Board, such new
     director shall, for purposes of this subsection b., be considered as though
     such person were a member of the Incumbent Board; provided, further,
     however, that no individual shall be considered a member of the Incumbent
     Board if such individual initially assumed office as a result of (i) either
     an actual "Election Contest" (as described in Rule 14a-11 promulgated under
     the 1934 Act) or other actual solicitation of proxies or consents by or on
     behalf of a Person other than the Incumbent Board (a "Proxy Contest"), or
     (ii) by reason of any agreement intended to avoid or settle any actual or
     threatened Election Contest or Proxy Contest.

     c.   Consummation of a merger, consolidation or reorganization or approval
     by the Company's stockholders of a liquidation or dissolution of the
     Company or the occurrence of a liquidation or dissolution of the Company
     ("Business Combination"), unless, following such Business Combination:

          (i)  the Persons with Beneficial Ownership of the Company, immediately
          before such Business Combination, have Beneficial Ownership of more
          than 50% of the combined voting power of the then outstanding voting
          securities entitled to vote generally in the election of directors of
          the corporation (or in the election of a comparable governing body of
          any other type of entity) resulting from such Business Combination
          (including, without limitation, an entity which as a result of such
          transaction owns the Company or all or substantially all of the
          Company's assets either directly or through one or more subsidiaries)
          (the "Surviving Company") in substantially the same proportions as
          their Beneficial Ownership of the Voting Securities immediately before
          such Business Combination;

          (ii)  the individuals who were members of the Incumbent Board
          immediately prior to the execution of the initial agreement providing
          for such Business Combination constitute more than 50% of the members
          of the board of directors (or comparable governing body of a
          noncorporate entity) of the Surviving Company; and

          (iii) no Person (other than the Company, any of its subsidiaries or
          any employee benefit plan (or any trust forming a part thereof)
          maintained by the Company, the Surviving Company or any Person who
          immediately prior to such Business Combination had Beneficial
          Ownership of 30% or more of the then Voting Securities) has Beneficial
          Ownership of 30% or more of the then combined voting power of the
          Surviving Company's then outstanding voting securities.
          Notwithstanding this subsection (iii), a Change of Control shall not
          be deemed to occur solely because any Person acquired Beneficial
          Ownership of

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          more than 30% of Voting Securities as a result of the issuance of
          Voting Securities by the Company in exchange for assets (including
          equity interests) or funds with a fair value equal to the fair value
          of the Voting Securities so issued.

     d.   Approval by the Company's stockholders of an agreement for the
     assignment, sale, conveyance, transfer, lease or other disposition of all
     or substantially all of the assets of the Company to any Person (other than
     a subsidiary of the Company or other entity, the Persons with Beneficial
     Ownership of which are the same Persons with Beneficial Ownership of the
     Company and such Beneficial Ownership is in substantially the same
     proportions), or the occurrence of the same.

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur
solely because any Person acquired Beneficial Ownership of more than the
permitted amount of Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares Beneficially Owned by
such Person; provided that if a Change of Control would occur (but for the
operation of this sentence) as a result of the acquisition of Voting Securities
by the Company, and after such acquisition of Voting Securities by the Company,
such Person becomes the Beneficial Owner of any additional Voting Securities
which increases the percentage of the Voting Securities Beneficially Owned by
such Person, then a Change of Control shall occur.

8.   SETTLEMENT OF DEFERRED STOCK UNITS

     a.   TIMING OF PAYMENT.

          (i)  Normal Distribution. Except as otherwise provided by a deferral
          election in accordance with Section 8.a.(iii) or earlier settlement in
          connection with a Change of Control as set forth in Section 8.a.(ii),
          a Participant (or the Participant's beneficiary or guardian, as
          applicable) shall receive or begin receiving a distribution of the
          Participant's vested Deferred Stock Units in the Participant's Stock
          Unit Account in the manner described in Section 8(b) either on or as
          soon as administratively feasible after the earliest of (i) the fifth
          anniversary of the grant of the Deferred Stock Units, (ii) the
          Participant's death, or (iii) the Participant's Disability.

          (ii) Change of Control. A Participant (or the Participant's
          beneficiary or guardian, as applicable) shall receive a distribution
          of the Participant's Deferred Stock Units in the Participant's Stock
          Unit Account in the manner described in Section 8(b) immediately prior
          to a Change of Control.

          (iii) Deferral. Notwithstanding Section 8.a.(i) or 8.a.(ii), a
          Participant may deliver an election to defer the distribution or
          commencement of distribution to the Treasurer of the Company or his or
          her designee at least one year before the fifth anniversary of the
          grant of the Deferred Stock Units. If the Participant has made such an
          election to defer payment in accordance with this Section 8.a.(iii),
          the Participant shall receive or begin receiving a distribution of the
          Participant's vested Deferred Stock Units in the Participant's Stock
          Unit Account on or as soon

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          as administratively feasible following the date or dates to which the
          Participant elected to defer payment. Notwithstanding the foregoing,
          all deferral elections made by a Participant shall be revoked
          immediately prior to a Transaction described in the second sentence of
          Section 6.d., a Change of Control or the Participant's Disability or
          death unless the Participant's deferral election specifically states
          otherwise.

          (iv) Committee Authority. Notwithstanding anything herein to the
          contrary, the Committee may in its sole discretion at any time
          (including without limitation, upon a Participant's failure to be
          reelected as a director or a Participant's resignation as a director)
          accelerate settlement and payment of Deferred Stock Units.

     b.   PAYMENT. The Participant's Stock Unit Account will be settled by
     delivering to the Participant the number of Shares equal to the number of
     whole Deferred Stock Units then credited to the Participant's Stock Unit
     Account, in either a lump sum or any installment or other method elected in
     accordance with Section 8.a.(iii). Any fractional Deferred Stock Unit
     credited to a Participant's Stock Unit Account at the time of a
     distribution shall be paid in cash at the time of such distribution.

     c.   PAYMENT UPON DEATH OF A PARTICIPANT. If a Participant dies before the
     entire balance of the Participant's Deferred Stock Unit Account has been
     distributed, the balance of the Participant's Deferred Stock Unit Account
     shall be paid to the beneficiary designated by the Participant or if no
     beneficiary has been designated, to the Participant's estate or beneficiary
     deemed appropriate by the Committee.

     d.   CONTINUATION OF DIVIDEND EQUIVALENTS AND OTHER ADJUSTMENTS. If payment
     of Deferred Stock Units is deferred pursuant to Section 8.a.(iii), the
     Participant's Stock Unit Account shall continue to be credited with
     dividend equivalents and be subject to other adjustment as provided in
     Section 6 until the entire balance of the Participant's Stock Unit Account
     has been distributed.

9.   LIMITATIONS ON TRANSFERABILITY

No Deferred Stock Unit granted to a Participant shall be transferable by the
Participant except by will or by the laws of descent and distribution.

10.  LEGAL AND OTHER REQUIREMENTS

Each Deferred Stock Unit granted under this Plan shall be subject to the
requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the Shares
issuable or transferable upon the settlement of the Deferred Stock Unit upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with the granting of such Deferred Stock Unit, or
the issuance or transfer of Shares thereunder, such Deferred Stock Unit may not
be settled in whole or in part unless such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee. The Company shall not be obligated to sell or
issue any Shares in

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any manner in contravention of the Securities Act of 1933, as amended
("Securities Act"), or any state securities law. No adjustment with respect to
any Shares with respect to which Deferred Stock Units have been granted other
than pursuant to Section 6 hereof shall be made for dividends or other rights
for which the record date is prior to the date such stock certificate is
delivered.

If a registration statement under the Securities Act with respect to Shares
issuable upon settlement of Deferred Stock Units, is not in effect at the time
such Deferred Stock Units are settled, the Company may require, for the sole
purpose of complying with the Securities Act, that prior to delivering such
common stock to the Participant whose Deferred Stock Units are being settled,
such Participant must deliver to the Secretary of the Company a written
statement (i) representing and warranting that such Shares are being acquired
for investment only and not with a view to the resale or distribution thereof,
(ii) acknowledging and confirming that such Shares 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
Shares shall bear a legend to the effect of the foregoing.

11.  WITHHOLDING TAXES

To the extent required by law, the Company shall comply with the obligations
imposed on the Company under applicable tax withholding laws, if any, with
respect to Deferred Stock Units granted hereunder, Shares transferred upon
settlement thereof, and the disposition of such Shares thereafter, and shall be
entitled to do any act or thing to effectuate any such required compliance,
including, without limitation, withholding from amounts payable by the Company
to a Participant and making demand on a Participant for the amounts required to
be withheld.

12.  EFFECT ON DIRECTOR AND STOCKHOLDER STATUS

Neither the adoption of this Plan nor the grant of any Deferred Stock Units, nor
ownership Deferred Stock Units or Shares shall be deemed or construed to
obligate the Company to continue the appointment or engagement of any
Participant as a director or otherwise for any particular period. The Deferred
Stock Units and the Shares acquired pursuant to the settlement of such Deferred
Stock Units are a matter of separate inducement and are not in lieu of any
compensation for services. No Deferred Stock Unit confers upon any Participant
any rights as a stockholder of the Company prior to the date on which the
Participant fulfills all conditions for receipt of such rights.

13.  INDEMNIFICATION OF COMMITTEE

No member or agent of the Committee shall be personally liable for any action,
determination or interpretation made with respect to the Plan and each member of
the Committee shall be indemnified by the Company to the fullest extent
permitted by Delaware law and the governing instruments of the Company.

14.  AMENDMENT OR TERMINATION OF PLAN

The Committee may amend or terminate this Plan at any time, but no such action
shall reduce the number of Shares subject to the then outstanding Deferred Stock
Units granted to any Participant

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or adversely to the Participant change the terms and conditions of outstanding
Deferred Stock Units without the Participant's consent (or if the Participant is
not alive, the consent of the affected beneficiary of the Participant); provided
that adjustments pursuant to Section 6 shall not be subject to the foregoing
limitations of this Section 14. Without limitation on the foregoing, this Plan
may be terminated prior to any Grant Date and no Deferred Stock Units shall be
granted on such Grant Date or any subsequent Grant Date.

15.  EFFECTIVE DATE

The Plan became effective as of March 28, 2001.

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