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(1)	to elect as directors the three nominees to the Board of Directors named in the accompanying Proxy Statement to serve three-year terms;

(2)	to approve a non-binding advisory resolution approving the compensation of our named executive officers;

(3)	to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2015;

(4)	to approve the Universal Corporation Amended and Restated Executive Officer Annual Incentive Plan; and

(5)	to act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.

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Q:	Who is asking for my vote and why are you sending me this document?

A:

The Board of Directors asks that you vote on the matters listed in the Notice of Annual Meeting of Shareholders, which are more fully described in this Proxy Statement. We are providing this Proxy Statement and related proxy card or voting instruction to our shareholders in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting. A proxy, if duly executed and not revoked, will be voted and if it contains any specific instructions will be voted in accordance with those instructions.

Q:	Who is eligible to vote?

A:

You may vote if you owned shares of Universal Corporation common stock, which we refer to as Common Stock, on June 13, 2014, the record date established by the Board of Directors under Virginia law for determining shareholders entitled to notice of and to vote at the Annual Meeting. We had outstanding as of the record date 23,197,432 shares of Common Stock, each of which is entitled to one vote per share. Only shareholders of record of Common Stock at the close of business on June 13, 2014, will be entitled to vote.

Q:	What is a proxy?

A:

A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document also is called a proxy or a proxy card. Messrs. Preston D. Wigner and David C. Moore have been designated as proxies or proxy holders for the Annual Meeting. Proxies properly executed and received by our Secretary prior to the Annual Meeting and not revoked will be voted in accordance with the terms thereof.

Q:	What is a voting instruction?

A:	A voting instruction is the instruction form you receive from your bank, broker, or other nominee if you hold your shares of Common Stock in street name. The instruction form instructs you how to direct your bank, broker, or other nominee, as record holder, to vote your shares of Common Stock.

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Q:	What am I voting on at the Annual Meeting?

A:	You will be voting on the following matters:

Ÿ	The election of the three nominees to the Board of Directors set forth in this Proxy Statement,

Ÿ	The approval of a non-binding advisory resolution approving the compensation of our named executive officers,

Ÿ	The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2015,

Ÿ	The approval of the Universal Corporation Amended and Restated Executive Officer Annual Incentive Plan, which we refer to as the Annual Incentive Plan, and

Ÿ	Any other business properly raised at the Annual Meeting or any adjournments or postponements thereof.

Q:	What constitutes a quorum and how many votes must be present to hold the Annual Meeting?

A:

In order for the Annual Meeting to be conducted, a majority of the shares entitled to vote (i.e., a majority of the outstanding shares of Common Stock as of the record date) must be present in person or represented by proxy at the Annual Meeting for the transaction of business at the Annual Meeting. This is referred to as a quorum. Abstentions, withheld votes, and shares held of record by a bank, broker, or other nominee (“broker shares”) that are voted on any matter are included in determining the number of votes present. Broker shares that are voted on at least one matter will be counted for purposes of determining the existence of a quorum for the transaction of business at the Annual Meeting. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present. In the event that a quorum is not present at the Annual Meeting, it is expected that the Annual Meeting will be adjourned or postponed to solicit additional proxies. It is very important, therefore, that you vote your shares.

Q:	What vote is needed to elect directors?

A:	The election of each nominee for director requires the affirmative vote of the holders of a plurality of the shares of Common Stock voted in the election of directors.

Q:	What vote is needed to approve the non-binding advisory resolution approving the compensation of our named executive officers?

A:

The approval of the non-binding advisory proposal regarding the compensation of our named executive officers requires that the votes cast in favor of the proposal exceed the number of votes cast against the proposal. The Board of Directors and the Compensation and Governance Committee value the opinions of our shareholders. To the extent that there is any significant vote against executive compensation, the Board of Directors and the Compensation and Governance Committee will consider shareholder concerns and evaluate whether any actions are necessary to address those concerns.

Q:	What vote is needed to ratify the appointment of Ernst & Young LLP?

A:	The ratification of the appointment of Ernst & Young LLP requires that the number of votes cast in favor of the ratification exceed the number of votes cast in opposition to the ratification.

Q:	What vote is needed to approve the Annual Incentive Plan?

A:	The approval of the Annual Incentive Plan requires the affirmative vote of the holders of a majority of the shares of Common Stock cast on the proposal to approve the Annual Incentive Plan; provided that the total of the votes cast on the proposal to approve the Annual Incentive Plan represents over 50% of the outstanding shares of Common Stock.

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Q:	What are the voting recommendations of the Board of Directors?

A:

The Board of Directors recommends that shareholders vote “FOR” all of the proposed nominees for director named in this Proxy Statement; “FOR” the approval of the non-binding resolution regarding named executive officer compensation; “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2015; and "FOR" the approval of the Annual Incentive Plan.

Q:	How do I vote?

A:	Registered shareholders (shareholders who hold Common Stock in certificated form as opposed to through a bank, broker, or other nominee) may vote in person at the Annual Meeting or by proxy. Registered shareholders have the following ways to vote by proxy:

Ÿ	By mail - complete, sign, date, and return the enclosed proxy card or voting instruction, or

Ÿ	Over the Internet or by telephone - follow the instructions provided on the enclosed proxy card or voting instruction.

Q:	Can I attend the Annual Meeting?

A:	The Annual Meeting is open to all holders of our Common Stock as of the close of business on the record date, June 13, 2014. You may vote by attending the Annual Meeting and voting in person. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. We will not permit cameras, recording devices, and other electronic devices at the Annual Meeting.

Q:	What do I need in order to attend the Annual Meeting in person?

A:	Any shareholder of record may attend the Annual Meeting; however, street name holders must have a legal proxy from their bank or broker and bring that proxy to the Annual Meeting in order to attend the Annual Meeting.

Q:	Can I withhold my vote?

A:	You may withhold your vote with respect to the election of directors.

Q:	Can I change or revoke my proxy?

A:	Any shareholder who gives a proxy may change or revoke his or her proxy at any time before it is voted at the Annual Meeting. A shareholder may change or revoke his or her proxy by:

Ÿ	giving written notice of revocation to our Secretary, whose address is on page 6 of this Proxy Statement,

Ÿ	executing a proxy dated as of a later date, or

Ÿ	voting in person at the Annual Meeting.

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Q:	How will my shares be voted if I sign, date, and return my proxy card or voting instruction card, but do not provide complete voting instructions with respect to each proposal?

A:

Shareholders should specify their choice for each matter on the enclosed proxy. If no specific instructions are given, it is intended that all proxies that are signed and returned will be voted “FOR” the election of all of the nominees for director named in this Proxy Statement; “FOR” the approval of the non-binding resolution regarding named executive officer compensation; “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2015; "FOR" the approval of the Annual Incentive Plan; and according to the discretion of the proxy holders on any other business proposal properly raised at the Annual Meeting.

Q:	Will my shares be voted if I do not provide my proxy?

A:

It will depend on how your ownership of shares of Common Stock is registered. If you own your shares as a registered holder, which means that your shares of Common Stock are registered in your name with our transfer agent, your unvoted shares will not be represented at the Annual Meeting. They also will not count toward the quorum requirement, which is explained under “What constitutes a quorum and how many votes must be present to hold the Annual Meeting?” on page 2 of this Proxy Statement, unless you attend the Annual Meeting to vote them in person.

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Q:	How are abstentions and broker non-votes counted?

A:	With respect to the election of directors, abstentions, withheld votes and broker non-votes will not be included in the vote total for the proposal to elect the nominees named in this Proxy Statement for director and will not affect the outcome of the vote for that proposal.

Q:	Where can I find the results of the Annual Meeting?

A:	We expect to announce the preliminary voting results at the Annual Meeting and disclose the final results in a Current Report on Form 8-K filed within four business days after the Annual Meeting.

Q:	Who pays for the solicitation of proxies?

A:

We will pay all of the costs associated with this proxy solicitation. Proxies are being solicited by mail and may also be solicited in person or by telephone, facsimile, or other means of electronic transmission by our directors, officers, and employees. We will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries for their reasonable expenses in forwarding proxy materials to the beneficial owners of shares of Common Stock. It is contemplated that additional solicitation of proxies will be made by D.F. King & Co., Inc., 77 Water Street, New York, New York 10005, at an anticipated cost to us of approximately $6,000, plus reimbursement of out-of-pocket expenses for such items as mailing, copying, phone calls, faxes, and other related matters. In addition, we will indemnify D.F. King against any losses arising out of D.F. King's proxy soliciting services on our behalf.

Q:	Could other matters be decided in the Annual Meeting?

A:	The Board of Directors does not know of any other business that may be brought before the Annual Meeting. However, if any other matters should properly come before the Annual Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the enclosed proxy card to vote on such matters as they, in their discretion, may determine.

Q:	Where can I find Universal Corporation's corporate governance materials?

A:

Our Corporate Governance Guidelines, including our independence standards for members of the Board of Directors, Code of Conduct, and the charters of the Audit Committee, the Executive Compensation, Nominating and Corporate Governance Committee, which we refer to as the Compensation and Governance Committee, and all other standing committees, are available under the “Corporate Governance” section of our Internet website at http://investor.universalcorp.com/governance.cfm, and are available in print to any shareholder upon request by contacting us at the following address or phone number:

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Q:	How do I communicate with the Board of Directors?

A:

Shareholders and other interested parties may at any time direct communications to the Board of Directors as a whole, to the director who presides at the executive sessions of the non-employee directors, or to any individual member of the Board of Directors, through our Internet website or by contacting our Secretary. The “Corporate Governance - Contact the Board” section of our Internet website at http://investor.universalcorp.com/contactboard.cfm contains an e-mail link established for receipt of communications with directors, and communications can also be delivered by mail by sending requests to our Secretary at the following address:

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(1)	The percentages shown in the table are based on 23,197,432 shares of Common Stock outstanding on June 13, 2014.

(2)

A Schedule 13G/A filed with the Securities and Exchange Commission on January 10, 2014 indicates that BlackRock, Inc., acting as a parent holding company, reported that it has sole voting power over 4,911,896 shares of Common Stock, shared voting power over no shares of Common Stock, sole dispositive power over 4,981,385 shares of Common Stock and shared dispositive power over no shares of Common Stock.

(3)

As reported on an amended Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2014. The amended Schedule 13G indicates that Dimensional Fund Advisors L.P., in its capacity as investment adviser to certain commingled group trusts and separate accounts, has the sole voting power over 1,936,017 shares of Common Stock, shared voting power over no shares of Common Stock, sole dispositive power over 1,949,692 shares of Common Stock and shared dispositive power over no shares of Common Stock that are owned by such companies, trusts, and accounts.

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(4)

As reported on a Schedule 13G filed with the Securities and Exchange Commission on February 12, 2014 by Allianz Global Investors Capital LLC (“AGIC”), a parent holding company, and its subsidiary, NFJ Investment Group LLC (“NFJ”), an investment adviser. AGIC had sole voting power over 101,584 shares of Common Stock, shared voting power over no shares of Common Stock, sole dispositive power over 101,584 shares of Common Stock and shared dispositive power over no shares of Common Stock, and NFJ had sole voting power over 1,638,900 shares of Common Stock, shared voting power over no shares of Common Stock, sole dispositive power over 1,655,900 shares of Common Stock and shared dispositive power over no shares of Common Stock.

(5)

As reported on a Schedule 13G filed with the Securities and Exchange Commission on January 16, 2014 by Royce & Associates, LLC (“Royce”), in its capacity as an investment advisor over various managed accounts. Royce had sole voting power over 1,479,264 shares of Common Stock, shared voting power over no shares of Common Stock, sole dispositive power over 1,479,264 shares of Common Stock and shared dispositive power over no shares of Common Stock that are owned by such accounts.

(6)	As reported on an amended Schedule 13G filed with the Securities and Exchange Commission on February 12, 2014. According to this filing, Vanguard Group, Inc. possessed sole voting power over 36,792 shares of Common Stock with no shared voting power and sole dispositive power over 1,291,498 shares of Common Stock with shared dispositive power over 34,892 shares of Common Stock.

(7)

As reported on a Schedule 13G jointly filed with the Securities and Exchange Commission on January 13, 2014 by The Charger Corporation (“Charger”), First Trust Portfolios L.P. (“First Trust Portfolios”) and First Trust Advisors L.P. (“First Trust Advisors” and, together with Charger and First Trust Portfolios, the “First Trust Entities”). Charger is the General Partner of both First Trust Portfolios and First Trust Advisors. First Trust Portfolios acts as a sponsor of certain unit investment trusts which hold shares of Common Stock. The First Trust Entities had sole voting power over no shares of Common Stock. Charger and First Trust Advisors had shared voting power over 512,739 shares of Common Stock and First Trust Portfolios had shared voting power over no shares of Common Stock. The First Trust Entities had sole dispositive power over no shares of Common Stock. Charger and First Trust Advisors had shared dispositive power over 1,328,219 shares of Common Stock and First Trust Portfolios had shared dispositive power over 815,480 shares of Common Stock.

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*	Percentage of ownership is less than 1% of the outstanding shares of Common Stock.

(1)

The number of shares of Common Stock shown in the table includes shares that certain of our directors and executive officers had the right to acquire through the exercise of stock options or SARs within 60 days following June 13, 2014, and are in the following amounts: no shares to Mr. Adams, 24,400 shares to Mr. Brewer, 8,400 shares to Mr. Broome, no shares to Mrs. Cantor, no shares to Mr. Crocker, no shares to Mr. Foster, 31,800 shares to Mr. G. Freeman, no shares to Mr. L. Freeman, no shares to Mr. Johnson, 15,000 shares to Mr. D. Moore, no shares to Mr. E. Moore, no shares to Mr. Sledd, 15,800 shares to Mr. Wigner and 22,534 shares to other current executive officers not individually listed in the table.

(2)	No executive officers or directors have pledged shares of Common Stock as security.

(3)	The percentages shown in the table are based on 23,197,432 shares of Common Stock outstanding on June 13, 2014.

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Ÿ	chair Board of Directors meetings when the Chairman of the Board of Directors is not present or when there is a potential conflict of interest;

Ÿ	call meetings and set agendas for executive sessions of the independent directors;

Ÿ	preside over meetings of the independent Board members and, as appropriate, provide prompt feedback to the Chief Executive Officer and Chairman;

Ÿ	serve as a liaison between the independent directors and the Chief Executive Officer and Chairman of the Board of Directors and senior management to report or raise matters;

Ÿ	serve as a “sounding board” and mentor to the Chief Executive Officer and Chairman of the Board of Directors; and

Ÿ	perform such other duties and responsibilities as may be delegated to the Lead Independent Director by the Board of Directors from time to time.

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•	During fiscal year 2014, we used $3.5 million in net cash flows to fund our operations, returned nearly $76 million to shareholders through a combination of dividends and repurchases of our Common Stock, and continued to strengthen our balance sheet.

•	Over the last three fiscal years, we have strengthened our balance sheet by repaying over $128 million in debt, generated over $430 million in net cash flow from operations, and returned almost $209 million to shareholders through a combination of dividends and share repurchase.

•	Net debt as a percentage of total capitalization was approximately 16% at March 31, 2014, up from 11% at March 31, 2013. Over the last three fiscal years, we have reduced our net debt as a percentage of total capitalization from 26% to 16%, which remains at a historically low level for the Company.

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•	During fiscal year 2014, we approved our 43rd consecutive annual dividend increase on the Common Stock of the Company. We have increased our common dividend every year since 1971.

•	Based on the closing price of $55.89 for our Common Stock, as quoted on the NYSE on March 31, 2014, the last trading day of fiscal year 2014, our Common Stock increased in value by 28.4% over the last three fiscal years compared to the market closing price of $43.54 at March 31, 2011.

•	We continued to advance our goal of providing compliant leaf produced in a sustainable and competitive manner for our customers, and we maintained our position as the leading global leaf tobacco supplier.

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(1)

Base Salary is the actual amount paid in fiscal year 2014, Short-Term Performance Pay is the actual amount earned in fiscal year 2014 based on performance, and Long-Term Performance Pay is the value on the grant date of restricted stock units and Performance Shares Awards granted in fiscal year 2014. See Summary Compensation Table for the amounts of all elements of reportable compensation described in this section.

•	personal use of corporate aircraft

•	company cars or vehicle allowances or

•	membership dues in social organizations.

•	employment, severance or retention agreements.

•	excise tax gross-ups

•	other tax reimbursements or

•	any other tax gross-ups.

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Ÿ	Reaffirming the Compensation and Governance Committee's objective of setting total direct compensation (including base salary, annual cash incentive awards, and long-term equity awards) for our executives at levels competitive with the market median for executives in comparable positions at companies of comparable size, complexity, and operational characteristics;

Ÿ	Evaluating the mix of pay to ensure that the appropriate balance among base salary, annual cash incentives, and long-term performance-based award opportunities is maintained;

Ÿ	Reviewing proposed changes to the Company's defined benefit retirement plan and the benefit restoration plan as described on pages 36 and 37 of this Proxy Statement;

Ÿ	Approving the Universal Corporation Executive Officer Annual Incentive Plan to be voted on at this year's Annual Meeting;

Ÿ	Conducting a review and assessment of potential risks arising from our compensation policies and programs;

Ÿ

Reaffirming a policy prohibiting our executives and directors from hedging or engaging in any derivatives trading in respect to shares of our Common Stock and generally prohibiting pledging of securities. This policy serves to enhance our long-standing policy prohibiting insider trading by executives and directors while in the possession of material information that is not available to the public;

Ÿ	Evaluating alternative performance metrics and reaffirming the use of adjusted earnings per share as a performance goal in both the annual incentive and long-term performance award program because adjusted earnings per share is an important driver of shareholder value;

Ÿ	Reviewing the performance targets and calibration ranges for economic profit and adjusted earnings per share to reflect current and anticipated business conditions and to ensure adequate performance stretch in the annual incentive plan goals;

Ÿ	Reaffirming that 5-year restricted stock units and 3-year performance-based stock units, which we refer to as Performance Shares, are appropriate forms of long-term incentive awards. The Performance Shares, if earned over a three-year period, will be paid out in shares of Common Stock;

Ÿ	Reviewing the performance target and calibration range for adjusted earnings per share to reflect current and anticipated business conditions and to ensure adequate performance stretch in the goals of the performance based stock units;

Ÿ	Reaffirming the stock ownership guidelines for all of our officers and the officers of our main operating subsidiary, Universal Leaf, with a title of Senior Vice President or above, and monitoring our executive officers' compliance with the guidelines;

Ÿ	Reaffirming stock ownership guidelines for the non-employee directors;

Ÿ	Reaffirming the “clawback” provision in our performance-based awards with respect to ethical misconduct or material restatements of financial results, in part to address the potential recovery or adjustment of awards in instances where the performance measures on which they were based are restated in a manner that would have decreased the amount of the award; and

Ÿ	Reaffirming a commitment to provide very limited perquisites to executives.

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Ÿ	Compensation should be set based on the responsibilities, skills, experience and achievements of each executive officer, taking into account competitive market rates;

Ÿ	Compensation should be linked to individual and corporate performance by aligning our executive compensation program to company-wide performance, which we define in terms of economic performance and increases in shareholder value;

Ÿ	There should be an appropriate mix and weighting among base salary, cash incentives and equity awards, such that an adequate amount of each executive officer's total compensation is performance-based or “at risk.” Further, as an executive's responsibilities increase, the portion of “at risk” compensation for the executive should increase as a percentage of total compensation;

Ÿ	Compensation should avoid any arrangements that pay for failure;

Ÿ	Compensation programs should be designed to provide appropriate performance incentives without encouraging executives to take excessive risks in managing the business and which emphasize our commitment to our core values;

Ÿ	Strong emphasis should be placed on equity-based compensation and equity ownership in order to align the financial interests of senior management with those of the shareholders and to ensure the proper focus on long-term business strategies; and

Ÿ	Compensation goals and objectives should be transparent and easy to communicate, both internally and externally. Shareholders should be supplied with clear, comprehensive compensation disclosure.

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(1)	Based on $60.14 per share, the closing price of a share of our Common Stock as quoted on the NYSE on June 14, 2013.

(2)	Based on $56.14 per share, the closing price of a share of our Common Stock as quoted on the NYSE on June 13, 2014.

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Ÿ	authorizes the granting of annual cash incentive awards, stock options, SARs, Performance Shares, restricted stock, restricted stock units and other incentive awards, all of which may be made subject to the attainment of performance goals approved by the Compensation and Governance Committee;

Ÿ	provides for the enumeration of the business criteria on which an individual's performance goals are to be based;

Ÿ	establishes the maximum share grants or awards (or, in the case of incentive awards, the maximum compensation) that can be paid to a participant in the 2007 Stock Incentive Plan; and

Ÿ	prohibits repricing or the exchange of options or stock appreciation rights without the approval of shareholders.

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Ÿ	Base salary. Base salary is intended to reflect the market value of an executive officer's role and responsibility, with differentiation for individual capabilities and experience in their positions.

Ÿ	Annual cash incentive awards. Annual cash incentive awards in the form of market competitive, performance-based, cash bonuses are designed to focus our executives on pre-set goals each year and to drive profitability, growth, and shareholder value.

Ÿ	Long-term equity participation. Long-term equity participation is designed to recognize executives for their contributions to the Company, to highlight the strategic importance of each executive's role, to promote retention, and to align the interests of management and shareholders in long-term growth and stock performance by rewarding executives for the creation of shareholder value.

Ÿ	Other benefits.

Ÿ	Retirement and other post-retirement compensation.

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1.	Base Salaries

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2.	Annual Cash Incentives Awards

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3.	Long-Term Equity Participation

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(1)	This column represents grant date market value based on the June 8, 2010 stock price of $39.71.

(2)	This column represents market value based on the May 24, 2013 stock price of $59.72.

4.	Other Benefits

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5.	Retirement and Post-Termination Compensation

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Ÿ	any individual, entity, or group acquires 20% or more of either the outstanding shares of Common Stock or the combined voting power of our outstanding voting securities;

Ÿ	a majority of our directors are replaced;

Ÿ	we reorganize, merge, consolidate, or sell all or substantially all of our assets except for certain situations in which control of outstanding shares of Common Stock or outstanding voting securities is maintained; or

Ÿ	our shareholders approve a complete liquidation or dissolution of Universal Corporation.

Ÿ	do not contain any obligation to gross-up severance payments for potential excise taxes incurred by the executive officer;

Ÿ	contain a “double trigger” instead of a “single trigger,” meaning that payments are not made until there is a change of control and the executive officer is effectively terminated within three years of the change of control;

Ÿ	contain non-competition and non-solicitation clauses; and

Ÿ	contain certain administrative elements intended to address the requirements of Section 409A of the Internal Revenue Code applicable to deferred compensation.

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(1)

Salary amounts include cash compensation earned by each named executive officer during fiscal years 2012, 2013, and 2014, where applicable, as well as any amounts earned in such fiscal years, but contributed into the 401(k) Plan and/or deferred at the election of the named executive officer into our deferred compensation program. Mr. Broome became a named executive officer in fiscal year 2013 and, therefore, summary compensation information is presented only for fiscal year 2013 and 2014 in accordance with Question and Answer 119.01 of the SEC's Compliance and Disclosure Interpretations of Regulation S-K. For a discussion of the deferred compensation program and amounts deferred by the named executive officers in fiscal year 2014, including earnings on amounts deferred, see “Non-qualified Deferred Compensation” beginning on page 52 of this Proxy Statement.

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(2)

The amount represents the aggregate grant date fair value of stock or options awarded in the applicable fiscal year in accordance with FASB ASC Topic 718. This amount does not reflect our accounting expense for these award(s) during the year and does not correspond to the actual cash value that will be recognized by the named executive officer when received. Performance Share awards do not have dividend rights and therefore reflect a lower grant date fair value than the closing price of our Common Stock on the date of grant. For fiscal years 2012, 2013, and 2014 Performance Share awards, the grant date fair market value per share was $31.95, $38.14 and $53.56, respectively. Amounts for fiscal years 2012, 2013, and 2014 include Performance Share awards calculated at target levels. If these Performance Share awards paid at maximum (150% of target) the aggregate grant date fair value of all stock awards for each of the named executive officers would have been at the time of the grant: for fiscal year 2012, Mr. G. Freeman: $1,033,709; Mr. Brewer: $729,173; Mr. D. Moore: $407,479; and Mr. Wigner: $235,909; for fiscal year 2013, Mr. G. Freeman: $1,759,117; Mr. Brewer: $1,236,958; Mr. D. Moore: $689,452; Mr. Wigner: $400,491; and Mr. Broome: $375,143; and for fiscal year 2014, Mr. G. Freeman: $2,037,873; Mr. Brewer: $1,428,612; Mr. D. Moore: $798,342; Mr. Wigner: $532,228; and Mr. Broome: $413,177. Assumptions used in the calculation of these award amounts are included in Notes 1 and 13 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2012, in Notes 1 and 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2013, in Notes 1 and 13 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2014, and incorporated by reference into this Proxy Statement. Beginning in fiscal year 2007, fair value expense for stock-based compensation was recognized ratably over the period from grant date to the earlier of (a) the vesting date of the award, or (b) the date the grantee is eligible to retire without forfeiting the award. For employees who are already eligible to retire at the date an award is granted, the total fair value of the award is recognized as expense at the date of grant. Information on individual equity awards granted to the named executive officers in fiscal year 2014 is set forth in the section entitled “Grants of Plan-Based Awards” on page 44 of this Proxy Statement.

(3)

The amounts represent cash awards to the named executive officers under our performance-based annual cash incentive plan for fiscal years 2012, 2013, and 2014, where applicable, which is discussed in the section entitled “Annual Cash Incentives Awards” beginning on page 31 of this Proxy Statement. While such amounts were earned for fiscal years 2012, 2013 and 2014 performance, they were not paid to the named executive officers until June 4, 2013 and June 11, 2014, respectively. No payments were due for fiscal year 2012 as performance was below the lower threshold.

(4)

The amounts represent the actuarial increases in the present values of the named executive officers' benefits under our pension plans during fiscal years 2012, 2013 and 2014, as applicable, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. In 2014, the present values have generally decreased from the prior measurement date due to increases in discount rates and lump sum interest rates. The aggregate pension benefits of four of our named executive officers decreased in fiscal year 2014: Mr. G. Freeman: $134,678; Mr. Brewer: $129,248; Mr. D. Moore: $148,575; and Mr. Wigner: $218,219. For all named executive officers, the amounts only reflect changes in pension value because they had no above market interest earnings for fiscal years 2012, 2013 and 2014. For additional information on our pension plans, see the section entitled “Retirement and Post-Termination Compensation” on page 36 of this Proxy Statement and the tables entitled “Pension Benefits” on page 49 of this Proxy Statement and “Non-qualified Deferred Compensation” on page 52 of this Proxy Statement. For a full description of the pension plan assumptions used by us for financial reporting purposes for fiscal years 2012, 2013 and 2014, see Note 11 to our consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2014, and incorporated by reference into this Proxy Statement.

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(5)

The table below reflects the types and dollar amounts of perquisites, additional compensation, and other personal benefits provided to the named executive officers during fiscal year 2014. For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to us of providing the perquisite or other personal benefit to the named executive officer. The named executive officers paid any taxes associated with these benefits without reimbursement from us. Each perquisite and personal benefit included in the table below is described in more detail in the narratives immediately following the table:

(a)

Financial Planning and Tax Preparation Services. Only three of our executives are eligible to be reimbursed for financial planning and tax preparation services they incur during the year, subject to an annual cap of $15,000. All reimbursed amounts paid to our named executive officers during fiscal year 2014 pursuant to our financial planning and tax preparation policy are individually disclosed in the perquisites table above.

(b)

401(k) Company Match. Each named executive officer is eligible to participate in the 401(k) Plan, which offers them an opportunity to defer income and receive matching contributions from us subject to certain limits. Company contributions made to the named executive officers during fiscal year 2014 are set forth in the table above. Information about the 401(k) Plan is set forth in the section entitled “Deferred Income Plans” beginning on page 37 of this Proxy Statement.

(c)

Matching Gifts. Each named executive officer is eligible to participate in our matching gifts program in which our charitable foundation matches employees' contributions to charities. The maximum amount applicable to all participants that can be matched in any fiscal year of our foundation is $5,000 per employee. Each of the named executive officers participated in the matching gifts program in amounts equal to or below the maximum amount.

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Ÿ	the balance between annual and longer-term performance opportunities;

Ÿ	the balance between performance-based and non-performance based pay;

Ÿ	alignment of our programs with business strategies focused on long-term growth and sustained shareholder value, the performance goals established for senior management reflect the objectives set by the Compensation and Governance Committee to increase focus on the achievement of the Company's strategic plan;

Ÿ	placement of an appropriate portion of our executive pay “at risk” and dependent upon the achievement of specific corporate and individual performance goals that are objectively determined with verifiable results. These corporate goals have pre-established thoughtful threshold, target and maximum award limits;

Ÿ	the use of multiple performance metrics that are based on the general performance of the corporation and the use of economic profit as a risk adjusted metric;

Ÿ	the use of rolling three year Performance Shares to lengthen the overall measurement period;

Ÿ	the Compensation and Governance Committee's ability to exercise negative discretion and to consider non-financial and other qualitative performance factors in determining actual compensation payouts;

Ÿ	stock ownership guidelines that are reasonable and align executives' short- and long-term interests with those of our shareholders; and

Ÿ	the recoupment policy to authorize the potential recovery or adjustment of cash incentive awards and long-term equity awards paid to named executive officers and other recipients in the event there was a restatement of incorrect financial results and upon the occurrence of certain specified events.

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(1)

Amounts represent potential annual cash incentive awards for fiscal year 2014. The actual amount of the annual cash incentive award earned by each named executive officer for fiscal year 2014 is reported in Column (g), “Non-Equity Incentive Plan Compensation,” in the “Summary Compensation Table” on page 40 of this Proxy Statement. For additional information with respect to the annual cash incentive awards under the Incentive Plan, see the section entitled “Annual Cash Incentives Awards” beginning on page 31 of this Proxy Statement.

(2)

Amounts represent potential vesting of Performance Shares granted during fiscal year 2014. Performance Shares vest in the event the three-year performance measures corresponding to the Performance Shares are met or exceeded. For additional information with respect to Performance Shares granted pursuant to our 2007 Stock Incentive Plan, see the section entitled “Long-Term Equity Participation” beginning on page 33 of this Proxy Statement and in Column (g) in the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 46 of this Proxy Statement.

(3)

Amounts represent the award of restricted stock units. Each restricted stock unit will convert one-for-one into shares of Common Stock upon vesting. Additional information with respect to restricted stock unit awards is set forth in the section entitled “Long-Term Equity Participation” beginning on page 33 of this Proxy Statement, and in Column (i) in the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 46 of this Proxy Statement.

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(4)

Represents the grant date fair value of the award determined in accordance with FASB ASC Topic 718. The full grant date fair value of the Performance Shares is calculated at the target performance level and will vest, if at all, at the end of a three-year measurement period, if certain performance targets are met. Amounts for Performance Share awards are determined assuming a price per share of $53.56, which represents a discount to the closing price of Common Stock as of the date of grant due to the lack of dividend rights and represents the grant date fair value of the award determined in accordance with FASB ASC Topic 718. Each Performance Share will convert one-for-one into a share of Common Stock upon vesting if the performance target is met. Grant date fair value for the restricted stock unit awards is based on the grant date fair value of the underlying shares of Common Stock. The assumptions used in determining the grant date fair values of these awards are set forth in Note 13 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2014, and incorporated by reference into this Proxy Statement.

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(1)

Amounts in Column (c) represent unvested SARs. SARs vest within three years of the date of grant, with one-third of the SARs vesting on each anniversary date of the date of grant. Amounts in Column (g) represent Performance Shares. Performance Shares vest at the end of their corresponding three-year performance period if certain performance targets are met or exceeded. Amounts in Column (g) assume 100% vesting of the award, which represents the target amount payable. Each Performance Share converts one-for-one into a share of Common Stock upon vesting if the performance target is met. See “Compensation Discussion and Analysis” beginning on page 20 of this Proxy Statement. Amounts in Column (i) represent unvested restricted stock units and accumulated dividend equivalent rights. Restricted stock units have five-year cliff vesting, meaning all restricted stock units vest on the fifth anniversary of the date they are granted. At the time of vesting, restricted stock units are automatically converted into an equal number of shares of Common Stock without restriction, except in the case of certain executives who are named executive officers at the time of vesting, in which case some shares may remain restricted until the executives are no longer named executive officers or they retire in order to attempt to preserve the Section 162(m) deduction. Restricted stock unit awards accumulate dividend equivalent rights, which track actual dividend amounts and are added to the total number of restricted stock units to be converted into shares of Common Stock at the time of vesting.

(2)	Based on the closing price of $55.89 for our Common Stock, as quoted on the NYSE on March 31, 2014, the last trading day of fiscal year 2014.

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(1)

Amounts represent the number of shares of Common Stock underlying stock awards vested and stock options and SARs exercised during fiscal year 2014. The amounts in Column (b) represent the vesting of restricted stock awards that were granted in fiscal year 2009 and the vesting of performance shares that were granted in fiscal year 2011. The amounts in Column (d) include shares of Common Stock received by the named executive officer upon exercise of SARs.

(2)	Amounts associated with SARs would be calculated by multiplying the market price of the Common Stock received by the number of shares acquired on exercise.

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(1)

We have not granted, and we do not have a policy with respect to granting, extra years of service to named executive officers under the Pension Plan or the Benefit Restoration Plan. Additional information with respect to the Pension Plan and the Benefit Restoration Plan is set forth in the section entitled “Retirement and Post-Termination Compensation” beginning on page 36 of this Proxy Statement.

(2)

Present value was determined assuming retirement at age 65 for the Pension Plan and Benefit Restoration Plan. The present value calculation used an interest rate consistent with assumptions used for our financial reporting under FASB ASC Topic 715, and post-retirement mortality assumption table RP2000 projected to 2021 with white collar adjustment. Other assumptions made in the valuation are discussed in our Annual Report on Form 10-K for the year ended March 31, 2014, in the section entitled “Pension and Other Post-Retirement Plans,” the section entitled “Critical Accounting Estimates and Assumptions,” and in Note 11 to the consolidated financial statements, and are incorporated by reference into this Proxy Statement.

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(1)	Amounts represent a portion of base salary and annual incentive awards deferred into DIP III. Additional information about DIP II and DIP III is set forth in the section entitled “Deferred Income Plans” on page 37 of this Proxy Statement.

(2)	DIP II and DIP III do not provide for company matches or contributions.

(3)	Amounts represent earnings on funds held for named executive officers in DIP II and DIP III.

(4)	DIP II and DIP III permit withdrawals under certain circumstances including hardship, and participants may elect to have annual deferrals distributed from DIP II or DIP III upon reaching age 65, or after a specified number of years after the compensation is deferred.

(5)

Amounts represent the balances at the end of fiscal year 2014 in DIP II and DIP III for named executive officers. Executive contributions included in the aggregate balance that are reported as compensation to the named executive officers in the “Summary Compensation Table” in our 2013 Proxy Statement and 2012 Proxy Statement are as follows: Mr. G. Freeman: $10,500 (2013) and $60,785 (2012), Mr. Brewer: $0 (2013) and $0 (2012), Mr. D. Moore: $0 (2013) and $0 (2012), Mr. Wigner: $0 (2013) and $0 (2012), and Mr. Broome: $0 (2013).

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(1)	Amount represents the value of the restricted stock units on the vesting date of the awards.

(2)	Amount represents earnings and change in market value during fiscal year 2014.

(3)	Amount represents market value of the restricted stock units on March 31, 2014.

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Ÿ	any individual, entity, or group acquires 20% or more of either the outstanding shares of Common Stock or the combined voting power of our outstanding voting securities;

Ÿ	a majority of our directors are replaced;

Ÿ	we reorganize, merge, consolidate, or sell all or substantially all of our assets except for certain situations in which control of outstanding shares of Common Stock or outstanding voting securities is maintained; or

Ÿ	our shareholders approve a complete liquidation or dissolution of Universal Corporation.

Ÿ	do not contain any obligation to gross-up severance payments for potential excise taxes incurred by the executive officer;

Ÿ	contain a “double trigger” instead of a “single trigger,” meaning that payments are not made until there is a change of control and the executive officer is effectively terminated within three years of the change of control (under our prior Change of Control Agreements, payment could be triggered at the executive's option);

Ÿ	contain non-competition and non-solicitation clauses; and

Ÿ	contain certain administrative elements intended to address the requirements of Section 409A of the Internal Revenue Code applicable to deferred compensation.

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(1)	Amount represents cash payment due pursuant to the change of control double trigger (change of control and involuntary termination) in the executive's Change of Control Agreement. The payments do not include any form of tax gross-up amount because the Change of Control Agreement does not provide for such payments.

(2)

SARs automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for SARs represent the positive difference, if any, between $55.89, the market value of the underlying shares of Common Stock as of March 31, 2014, and the exercise price for all unvested SARs. Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2014. Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2014 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2014, payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2014, payable for the life of the survivor.

(4)

Amounts represent a lump sum payment at March 31, 2014 including the balance from the terminated individual trust agreement maintained through the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

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(5)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP II and DIP III agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP II and DIP III agreements.

(6)	Amounts represent the value of restricted stock units that vested, but payment was deferred until termination of employment in order to preserve the Section 162(m) deduction. More information on Section 162(m) is discussed in the section entitled “Limitations on Deductibility of Compensation” on page 27 of this Proxy Statement.

(7)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2014. In case of accidental death, the benefit amount would increase by $5,600,000.

(8)	Amounts represent 60% of annual base salary as of March 31, 2014, which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Amount represents cash payment due pursuant to the change of control double trigger (change of control and involuntary termination) in the executive's Change of Control Agreement. The payments do not include any form of tax gross-up amount because the Change of Control Agreement does not provide for such payments.

(2)

SARs automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for SARs represent the positive difference, if any, between $55.89, the market value of the underlying shares of Common Stock as of March 31, 2014, and the exercise price for all unvested SARs. Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2014. Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2014 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2014, payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2014, payable for the life of the survivor.

(4)

Amounts represent a lump sum payment at March 31, 2014 including the balance from the terminated individual trust agreement maintained through the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

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(5)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP II and DIP III agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP II and DIP III agreements.

(6)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2014. In case of accidental death, the benefit amount would increase by $5,600,000.

(7)	Amounts represent 60% of annual base salary as of March 31, 2014, which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Amount represents cash payment due pursuant to the change of control double trigger (change of control and involuntary termination) in the executive's Change of Control Agreement. The payments do not include any form of tax gross-up amount because the Change of Control Agreement does not provide for such payments.

(2)

SARs automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for SARs represent the positive difference, if any, between $55.89, the market value of the underlying shares of Common Stock as of March 31, 2014, and the exercise price for all unvested SARs. Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2014. Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2014 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2014, payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2014, payable for the life of the survivor.

(4)

Amounts represent a lump sum payment at March 31, 2014 including the balance from the terminated individual trust agreement maintained through the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

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(5)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP II and DIP III agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP II and DIP III agreements.

(6)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2014. In case of accidental death, the benefit amount would increase by $5,600,000.

(7)	Amounts represent 60% of annual base salary as of March 31, 2014, which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Amount represents cash payment due pursuant to the change of control double trigger (change of control and involuntary termination) in the executive's Change of Control Agreement. The payments do not include any form of tax gross-up amount because the Change of Control Agreement does not provide for such payments.

(2)

SARs automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for SARs represent the positive difference, if any, between $55.89, the market value of the underlying shares of Common Stock as of March 31, 2014, and the exercise price for all unvested SARs. Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2014. Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2014 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2014, payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2014, payable for the life of the survivor.

(4)

Amounts represent a lump sum payment at March 31, 2014 including the balance from the terminated individual trust agreement maintained through the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

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(5)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP II and DIP III agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP II and DIP III agreements.

(6)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2014. In case of accidental death, the benefit amount would increase by $4,888,000.

(7)	Amounts represent 60% of annual base salary as of March 31, 2014, which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Amount represents cash payment due pursuant to the change of control double trigger (change of control and involuntary termination) in the executive's Change of Control Agreement. The payments do not include any form of tax gross-up amount because the Change of Control Agreement does not provide for such payments.

(2)

SARs automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for SARs represent the positive difference, if any, between $55.89, the market value of the underlying shares of Common Stock as of March 31, 2014, and the exercise price for all unvested SARs. Restricted stock units and the corresponding dividend equivalent rights automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock units represent the value of Common Stock as of March 31, 2014. Performance Shares vest on the last day of the performance period and are earned and paid out based on the degree to which our financial performance exceeds a threshold level. Participants are entitled to a prorated number of Performance Shares if they retire, die or become disabled during the performance period. Amounts for Performance Shares are based on the market value of the underlying shares of Common Stock as of March 31, 2014 and assuming a payout equating to the target level of performance.

(3)

For all columns except Column (b), amounts represent an annual payment to the executive at March 31, 2014, payable for the life of the executive, assuming with respect to Columns (a), (d), (e), and (f), the executive elects the 50% joint and survivor annuity option, which is the default option under the Pension Plan. For Column (c), the annual payment assumes the executive elects the straight life annuity option. For Column (b), the amount represents an annual payment to the executive's survivor at March 31, 2014, payable for the life of the survivor.

(4)

Amounts represent a lump sum payment at March 31, 2014 including the balance from the terminated individual trust agreement maintained through the Benefit Restoration Plan. A participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan if the Company terminates the participant's employment as a result of a participant's fraud, dishonesty or embezzlement where the participant has been materially, unjustly enriched by such conduct.

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(5)	Amount in Column (a) represents a first payment of annual payments for retirement as elected in the executive's DIP II and DIP III agreements. Amounts in Columns (b) through (f) represent a lump-sum payment for all remaining circumstances as elected in the executive's DIP II and DIP III agreements.

(6)	Amounts represent payment due under the standard Group Term Life Insurance Program, which is the death benefit amount on March 31, 2014. In case of accidental death, the benefit amount would increase by $5,065,000.

(7)	Amounts represent 60% of annual base salary as of March 31, 2014, which is payable from three different sources: the Pension Plan, Social Security, and a company supplement. Payments under the long-term disability plan continue until the recipient reaches age 65.

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(1)	Amounts exclude any securities to be issued upon exercise of outstanding options, warrants, and rights.

(2)	The 2007 Stock Incentive Plan permits grants of stock options and stock appreciation rights, and awards of Common Stock, restricted stock, and phantom stock/restricted stock units. Of the 872,724 shares of Common Stock remaining available for future issuance under that plan, 590,678 shares are available for awards of Common Stock, restricted stock units, or restricted stock.

(3)	All of the Company's equity compensation plans have been approved by shareholders.

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(1)	Mr. Sheehan retired from the Board of Directors as of August 6, 2013.

(2)

Represents fees earned before deferral of any amounts into the Outside Directors' 1994 Deferred Income Plan, as amended in 1998, 2008 and 2010, which we refer to as the Directors' DIP. Amounts deferred into the Directors' DIP during fiscal year 2014 are set forth below in Footnote 6 to this table. Additional information concerning the Directors' DIP is set forth in the narrative on page 69 of this Proxy Statement.

(3)

These amounts represent the aggregate grant date fair value of the annual restricted stock unit award recognized in fiscal year 2014 in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that will be recognized by each of the non-employee directors. The assumptions used in the calculation of these award amounts are included in Notes 1 and 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2014, and are incorporated by reference into this Proxy Statement.

(4)

On August 6, 2013, each non-employee director was awarded 1,150 shares of restricted stock units. The methodology for determining the amount awarded is set forth on page 69 of this Proxy Statement. The grant date fair value of the award for each non-employee director was $71,795, based on the closing price of $62.43 for our Common Stock as quoted on the NYSE on the grant date. As of March 31, 2014, the aggregate amount of restricted stock, restricted stock units and dividend equivalent units held by each non-employee director was as follows: Mr. Adams held 13,799 shares; Mrs. Cantor held 2,810 shares; Mr. Crocker held 13,099 shares; Mr. L. Freeman held 1,172 shares; Mr. Sledd held 6,799 shares; and the remaining non-employee directors each held 14,499 shares.

(5)	No options have been awarded since fiscal year 2006. The following table sets forth, as of March 31, 2014, the total number of option awards held by each non-employee director and the weighted average exercise price for each director's total options held:

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(6)	We do not maintain any defined benefit or actuarial plans for non-employee directors. The non-employee directors did not earn above-market or preference earnings on compensation they deferred into the Directors' DIP. The following table presents information concerning the Directors' DIP, which provides for the deferral of compensation on a basis that is not tax qualified:

(a)	We do not match non-employee director deferrals or otherwise contribute to the Directors' DIP.

(b)	There were no withdrawals and only one distribution from the Directors' DIP. The Directors' DIP permits withdrawals under certain circumstances including hardship, and participants elect to have annual deferrals distributed after a specified number of years after the compensation is deferred.

(7)	None of the directors received perquisites, personal benefits, or other compensation in excess of $10,000 for fiscal year 2014. We maintain life insurance policies which fund our Directors' Charitable Contribution Program. We did not incur any costs with respect to the insurance policies during fiscal year 2014.

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Ÿ	the transaction is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third party;

Ÿ	the transaction is approved by the disinterested members of the Board of Directors; or

Ÿ	the transaction involves compensation approved by our Compensation and Governance Committee.

Ÿ	any person who is, or at any time since the beginning of our last fiscal year was, one of our directors or executive officers or a nominee to become one of our directors;

Ÿ	any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;

Ÿ

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee, or more than 5% beneficial owner; and

Ÿ	any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

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▪	Amendments clarifying that an award will be subject to any recoupment policy we may adopt to conform to the annual requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other applicable law.

•	Amendments adding total shareholder return as a performance measure under the Annual Incentive Plan, and re-approving the qualifying performance criteria contained in the Annual Incentive Plan in order for us to continue to deduct for U.S. federal income tax purposes, to the extent practicable and in our best interest, certain performance-based compensation paid to the named executive officers.

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3.	Participation.

3.1	Participants shall be selected by the Committee from among the Executive Officers. The selection of an Executive Officer as a Participant for a Performance Period shall not entitle such individual to be selected as a Participant with respect to any other Performance Period.

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4.1

Award Schedules. With respect to each Performance Period with respect to which an Award may be earned by a Participant under the Plan, prior to the expiration of the Determination Period the Committee shall establish in writing for such Performance Period an Award Schedule for each Participant. The Award Schedule shall set forth the applicable Performance Period, Performance Measure(s), Performance Goal(s), and Award Formula(s) and such other information as the Committee may determine. Once established for a Plan Year, such items shall not be amended or otherwise modified to the extent such amendment or modification would cause the compensation payable pursuant to the Award to fail to constitute qualified performance based compensation under Code Section 162(m). Award Schedules may vary from Performance Period to Performance Period and from Participant to Participant.

4.2

Determination of Awards. A Participant shall be eligible to receive payment in respect of an Award only to the extent that the Performance Goal(s) for such Award are achieved and the Award Formula as applied against such Performance Goal(s) determines that all of some portion of such Participant’s Award has been earned for the Performance Period. As soon as practicable after the close of each Performance Period, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to calculate and certify in writing that amount of the Award earned by each Participant for such Performance Period based upon such Participant’s Award Formula. The Committee shall then determine the actual amount of the Award to be paid to each Participant and, in so doing, may decrease, but not increase, the amount of the Award otherwise payable to the Participant based upon such performance. Anything in this Plan to the contrary notwithstanding, the maximum Award payable to any Participant with respect to each Plan Year (or portion thereof) contained within a Performance Period shall be $2,500,000.

4.3

Payment of Awards. At the Committee’s discretion, awards may be paid in cash, Common Stock, Restricted Stock, Stock Units or a combination of cash, Common Stock, Restricted Stock or Stock Units. Payments shall be made as soon as practicable after the amount of the Award has been determined and certified in accordance with Section 4.2 but in no event later than the last day such payment may be made while still qualifying for the short-term deferral exemption from Code Section 409A.

4.4

Change of Control. All Performance Goals shall be calculated, and other conditions to payment of Awards shall be deemed to be achieved or fulfilled, as of the time of a Change of Control. In the event of a Change of Control, the Company shall promptly pay each Participant an amount equal to the greater of (A) the annual bonus the Participant would have earned under the Plan in effect on the date of the Change of Control using the Award Formula in effect for the Participant on such date, paid on a pro rata basis based on the percentage of the fiscal year completed as of the date the Change of Control occurred, and (B) 100% of the Participant’s target bonus opportunity in effect on the date of the Change of Control. In addition, if at the time of a Change of Control there has been no determination or payment of an Award for the preceding Performance Period, the Company shall pay to each individual who was a Participant with respect to such prior Performance Period the full amount to which he or she would have been paid assuming certification by the Committee of the performance for such Performance Period and no reduction in Award payments for factors other than performance factors. Payments under this Section 4.4 shall be made not later than ten (10) days following the Change of Control.

4.5

Recoupment. If the Committee determines, in its sole discretion, that the Participant at any time has willfully engaged in any activity that the Committee determines was or is harmful to the Company, then the Committee may cause any award to be forfeited in part or in whole or the Company may seek a recoupment of payments made under the Plan in part or in whole. In the event of a material restatement of financial statements, the Committee may cause any award to be forfeited in part or in whole or the Company may seek a recoupment of payments made pursuant to the Plan in part or in whole. In addition, the Committee may cause any award to be forfeited in part or in whole or the Company may seek a recoupment of payments made under the Plan in part or in whole in the event of the Participant’s ethical misconduct. In addition, any award shall be subject to any recoupment policy the Company may adopt to conform to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other applicable law.

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5.	Termination of Employment.

5.1	Termination of Employment. Except as otherwise determined by the Committee or as otherwise provided in Section 4.4 or Section 5.2, no Award with respect to a Performance Period will be payable to any Participant who is not an employee of the Company on the last day of such Performance Period.

5.2

Death, Disability or Retirement. In the event that a Participant dies or his or her employment is terminated by reason of Disability or Retirement after an Award has been granted to the Participant but before it has been determined to be earned pursuant to Section 4.2, there shall be paid to the Participant (or, in the event of death, to the Participant’s Beneficiary or estate) a prorated amount equal to the Award payment that the Committee determines would have been paid to the Participant pursuant to Section 4.3, based on the performance for the entire Performance Period, had his or her employment continued, multiplied by a fraction, the numerator of which is the number of completed calendar months of employment during the Performance Period and the denominator of which is twelve.

6.	Administration.

6.1

In General. The Committee shall have full and complete authority, in its sole and absolute discretion, (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan and any related document, (iii) to prescribe, amend and rescind rules relating to the Plan, (iv) to make all determinations necessary or advisable in administering the Plan, and (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan.

6.2	Determinations. The actions and determinations of the Committee or others to whom authority is delegated under the Plan on all matters relating to the Plan and any Awards shall be final and conclusive. Such determinations need not be uniform and may be made selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.

6.3	Appointment of Experts. The Committee may appoint such accountants, counsel, and other experts as it deems necessary or desirable in connection with the administration of the Plan.

6.4

Delegation. The Committee may delegate to others the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take all such other steps deemed necessary, advisable or convenient for the effective administration of the Plan in accordance with its terms and purposes, except that the Committee shall not delegate any authority with respect to decisions regarding Plan eligibility or the amount, timing or other material terms of Awards.

6.5	Books and Records. The Committee and others to whom the Committee has delegated such duties shall keep a record of all their proceedings and actions and shall maintain all such books of account, records and other data as shall be necessary for the proper administration of the Plan.

6.6	Payment of Expenses. The Company shall pay all reasonable expenses of administering the Plan, including, but not limited to, the payment of professional and expert fees.

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7.	Miscellaneous.

7.1	Nonassignability. No Award shall be assignable or transferable (including pursuant to a pledge or security interest) other than by will or by the laws of descent and distribution.

7.2	Withholding Taxes. Whenever payments under the Plan are to be made or deferred, the Company will withhold therefrom, or from any other amounts payable to or in respect of the Participant, an amount sufficient to satisfy any applicable governmental withholding tax requirements related thereto.

7.3

Amendment or Termination of the Plan. The Plan may be amended or terminated by the Committee in any respect except that (i) no amendment may be made after the date on which an Executive Officer is selected as a Participant for a Performance Period that would adversely affect the rights of such Participant with respect to such Performance Period without the consent of the affected Participant and (ii) no amendment shall be effective without the approval of the shareholders of the Company to increase the maximum Award payable under the Plan or if, in the opinion of counsel to the Company, such approval is necessary to satisfy the applicable requirements of Code Section 162(m).

7.4	Other Payments or Awards. Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

7.5	Payments to Other Persons. If payments are legally required to be made to any person other than the person to whom any amount is payable under the Plan, such payments will be made accordingly. Any such payment will be a complete discharge of the liability of the Company under the Plan.

7.6	Unfunded Plan. Nothing in this Plan will require the Company to purchase assets or place assets in a trust or other entity to which contributions are made or otherwise to segregate any assets for the purpose of satisfying any obligations under the Plan. Participants will have no rights under the Plan other than as unsecured general creditors of the Company.

7.7	Limits of Liability. Neither the Company nor any other person participating in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, will have any liability to any party for any action taken or not taken in good faith under the Plan.

7.8	No Right of Employment. Nothing in this Plan will be construed as creating any contract of employment or conferring upon any Participant any right to continue in the employ or other service of the Company or limit in any way the right of the Company to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause.

7.9	Section Headings. The section headings contained herein are for convenience only, and in the event of any conflict, the text of the Plan, rather than the section headings, will control.

7.10	Invalidity. If any term or provision contained herein is to any extent invalid or unenforceable, such term, or provision will be reformed so that it is valid, and such invalidity or unenforceability will not affect any other provision or part hereof.

7.11	Applicable Law. The Plan will be governed by the laws of the Commonwealth of Virginia, as determined without regard to the conflict of law principles thereof.

7.12

Effective Date/Term. The Plan shall be effective only upon the approval by the shareholders of the Company at the 20092014 Annual Meeting of Shareholders and shall be effective for the Plan Year in which such approval occurs and each of the next four succeeding Plan Years unless sooner terminated by the Committee in accordance with Section 7.3. For the fifth succeeding Plan Year, the Plan shall remain in effect in accordance with its terms unless amended or terminated by the Committee, and the Committee shall make the determinations required by Section 4 for such Plan Year, but the Plan shall be submitted for re-approval by the shareholders of the Company at the annual meeting of shareholders held during such fifth Plan Year, and payment of all Awards under the Plan for such Plan Year and any future Plan Years shall he contingent upon such approval.

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