EXHIBIT 4.3

                     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 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 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 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 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 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
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
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.