10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the Period Ended September 30, 2002

OR

o Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the Transition Period From                  to               

Commission file number 1-652

UNIVERSAL CORPORATION

(Exact name of Registrant as specified in its charter)

VIRGINIA	54-0414210
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1501 North Hamilton Street, Richmond, Virginia	23230
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code - (804) 359-9311

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock as of the latest practicable date:

Common Stock, no par value – 25,736,471 shares outstanding as of November 6, 2002

PART I.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS

Universal Corporation and Subsidiaries
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
Three Months Ended September 30, 2002 and 2001
(In thousands of dollars, except per share data)

		2002			2001
Sales and other operating revenues		$	657,276		$	616,377
Costs and expenses
	Cost of goods sold		525,571			499,911
	Selling, general and administrative expenses		67,199			61,644
	Restructuring costs		13,498			0
Operating Income			51,008			54,822
	Equity in pretax earnings of unconsolidated affiliates		1,542			1,313
	Interest expense		10,484			13,559
Income before income taxes and other items			42,066			42,576
	Income taxes		14,935			14,902
	Minority interests		(1,346	)		(655	)
Net Income		$	28,477		$	28,329
Earnings per common share		$	1.09		$	1.04
Diluted earnings per share		$	1.09		$	1.04
Retained earnings - beginning of period		$	569,059		$	540,546
Net income			28,477			28,329
Cash dividends declared ($.34 - 2002, $.32 - 2001)			(8,833	)		(8,626	)
Purchase of common stock, net of shares issued			(11,155	)		(8,142	)
Retained earnings - end of period		$	577,548		$	552,107
See accompanying notes.

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Universal Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)

	Sept. 30,		June 30,
	2002		2002
ASSETS
Current
Cash and cash equivalents	$	84,355	$	58,003
Accounts receivable		347,245		301,197
Advances to suppliers		109,589		53,684
Accounts receivable - unconsolidated affiliates		1,359		5,647
Inventories - at lower of cost or market:
Tobacco		540,591		453,417
Lumber and building products		86,840		80,848
Agri-products		74,129		83,634
Other		26,278		32,103
Prepaid income taxes		10,511		6,297
Deferred income taxes		6,008		5,945
Other current assets		24,165		24,262
Total current assets		1,311,070		1,105,037
Property, plant and equipment - at cost
Land		28,336		27,214
Buildings		257,991		252,831
Machinery and equipment		590,553		565,414
		876,880		845,459
Less accumulated depreciation		456,231		452,963
		420,649		392,496
Other
Goodwill		119,408		117,939
Other intangibles		6,576		7,330
Investments in unconsolidated affiliates		85,235		89,762
Deferred income taxes		45,990		45,346
Other noncurrent assets		80,237		86,505
		337,446		346,882
	$	2,069,165	$	1,844,415
See accompanying notes.

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Universal Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)

		Sept. 30,			June 30,
		2002			2002
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
	Notes payable and overdrafts	$	204,200		$	126,798
	Accounts payable		252,094			288,741
	Accounts payable - unconsolidated affiliates		7,721			10,153
	Customer advances and deposits		155,172			83,528
	Accrued compensation		15,437			24,444
	Income taxes payable		22,457			15,353
	Current portion of long-term obligations		120,370			124,414
	Total current liabilities		777,451			673,431
Long-term obligations			511,982			435,592
Postretirement benefits other than pensions			38,882			38,666
Other long-term liabilities			86,354			63,791
Deferred income taxes			21,769			16,640
Minority interests			26,719			28,300
Shareholders’ equity
Preferred stock, no par value, authorized 5,000,000 shares none issued or outstanding
Common stock, no par value, authorized 100,000,000 shares, issued and outstanding 25,901,604 shares (26,224,954 at June 30, 2002)			89,372			90,157
Retained earnings			577,548			569,059
Accumulated other comprehensive income			(60,912	)		(71,221	)
	Total shareholders’ equity		606,008			587,995
		$	2,069,165		$	1,844,415
See accompanying notes.

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Universal Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended September 30, 2002 and 2001
(In thousands of dollars)

		2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income	$	28,477		$	28,329
	Adjustments to reconcile net income to net cash provided by operating activities		35,800			16,100
	Changes in operating assets and liabilities		(132,325	)		(112,869	)
	Net cash used by operating activities		(68,048	)		(68,440	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property, plant and equipment		(35,300	)		(24,800	)
	Purchase of business, net of cash acquired					(14,000	)
	Net cash used in investing activities		(35,300	)		(38,800	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance (repayment) of short-term debt, net		77,400			74,500
	Issuance of long-term debt		73,000			–
	Purchases of common stock		(11,900	)		(8,800	)
	Dividends paid		(8,800	)		(8,600	)
	Net cash provided in financing activities		129,700			57,100
Net increase (decrease) in cash and cash equivalents			26,352			(50,140	)
Cash and cash equivalents at beginning of year			58,003			109,540
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	84,355		$	59,400
See accompanying notes.

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Universal Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002

All figures contained herein are unaudited.
1).	Universal Corporation, with its subsidiaries (the “Company” or “Universal”), has seasonal operations in tobacco, lumber and building products, and agri-products.  Therefore, the results of operations for the quarter ended September 30, 2002, are not necessarily indicative of results to be expected for the year ending June 30, 2003.  All adjustments necessary to state fairly the results for the quarter have been included and were of a normal recurring nature.
2).	Contingent liabilities: A subsidiary provides guarantees for seasonal pre-export crop financing for some of its subsidiaries.  In addition, certain subsidiaries provide guarantees that ensure that value–added taxes will be repaid if the crops are not exported.  At September 30, 2002, total exposure under guarantees issued for banking facilities of Brazilian farmers was approximately $52 million.  Other contingent liabilities approximate $11 million.  The Company considers the possibility of a material loss on any of these guarantees to be remote.
	If the political situation in Zimbabwe were to deteriorate significantly, the Company’s ability to recover its assets there could be impaired.  The Company’s equity in its net assets of subsidiaries in Zimbabwe was $45 million at September 30, 2002.
3).	On February 26, 2001, Universal Leaf Tobacco Company, Incorporated, J.P. Taylor Company, Incorporated and Southwestern Tobacco Company, Incorporated, who are subsidiaries of Universal Corporation (the “Company Subsidiaries”), were served with the Third Amended Complaint, naming them and other leaf tobacco merchants as defendants in DeLoach, et al. v. Philip Morris Inc., et al., a suit originally filed against U.S. cigarette manufacturers in the United States District Court for the District of Columbia and now pending in the United States District Court for the Middle District of North Carolina, Greensboro Division (Case No. 00-CV-1235) (the “DeLoach Suit”).  The DeLoach Suit is a class action brought on behalf of U.S. tobacco growers and quota holders that alleges that defendants violated antitrust laws by bid-rigging at tobacco auctions and by conspiring to undermine the tobacco quota and price support program administered by the federal government.  Plaintiffs seek injunctive relief, trebled damages in an unspecified amount, pre- and post-judgment interest, attorneys’ fees and costs of litigation.  On April 3, 2002, the United States District Court for the Middle District of North Carolina issued an opinion and order certifying the class.  The Company Subsidiaries petitioned the U.S. Court of Appeals for the Fourth Circuit for appeal of the class certification pursuant to Rule 23(f) of the Federal Rules of Civil Procedure, and the petition was denied.  Trial is currently scheduled for April, 2004.  The Company Subsidiaries intend to vigorously defend the DeLoach Suit.  The suit is still in its initial stages, and at this time no estimate of the impact on the Company that could result from an unfavorable outcome at trial can be made.

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	The Directorate General—Competition of the European Commission (“DG Comp”) is investigating the buying practices of Spanish tobacco processors with the stated aim of determining to what extent the tobacco processing companies have jointly agreed on raw tobacco qualities and prices offered to Spanish tobacco growers. After conducting an investigation, the Company believes that Spanish tobacco processors, including the Company’s Spanish subsidiary, Tabacos Espanoles, S.A. (“TAES”), have jointly agreed to the terms of sale of green tobacco and quantities to be purchased from associations of farmers and have jointly negotiated with those associations. TAES is cooperating fully with the DG Comp in its investigation and believes that there are unusual, mitigating circumstances peculiar to the highly structured market for green tobacco in Spain. Although the fine, if any, that the DG Comp may assess on TAES could be material to the Company’s earnings, the Company is not able to make an accurate assessment of the amount or timing of any such fine at this time.
	The Company is also aware that the DG Comp is investigating certain practices of tobacco leaf dealers in Italy. The Company has a subsidiary, Deltafina S.p.A., that buys and processes tobacco in Italy. At this time, the Company does not believe that the DG Comp investigation in Italy will result in fines being assessed against it or its subsidiaries that would be material to the Company’s earnings.
4).	The Company has recorded a $13.5 million restructuring charge in the first quarter of the current fiscal year. During the fourth quarter of fiscal year 2002, the Company had announced a voluntary early retirement program for certain U.S. employees in sales, administration and production. Seventy-two employees accepted the program. The severance portion of the program will be paid over a period not to exceed two years. During the three months ended September 30, 2002, 12 employees were paid approximately $800 thousand associated with the plan. In addition, 46 employees were paid approximately $900 thousand under the fiscal year 2001 and 2000 restructuring plans. The remaining liability as of September 30, 2002 was $14 million.
5).	On July 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations,” and No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets.” The adoption of these standards did not have a material impact on the quarterly consolidated financial position or results of operations for the Company.

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6). The following table sets forth the computation of earnings per share and diluted earnings per share.

		THREE MONTHS
Periods ended September 30,		2002		2001
Net income (in thousands of dollars)		$	28,477	$	28,329
Denominator for earnings per share:
	Weighted average shares		26,062,038		27,110,489
Effect of dilutive securities:
	Employee stock options		44,334		185,454
Denominator for diluted earnings per share			26,106,372		27,295,943
Earnings per share		$	1.09	$	1.04
Diluted earnings per share		$	1.09	$	1.04

7). Comprehensive Income:

Periods ended September 30,	2002		2001
(in thousands of dollars)
Net income	$	28,477	$	28,329
Foreign currency translation adjustment		10,309		(1,468	)
Comprehensive income		$38,786		$26,861

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8). Segments are based on product categories. The Company evaluates performance based on segment operating income and equity in pretax earnings of unconsolidated affiliates.

Periods ended September 30,	2002		2001
(in thousands of dollars)
SALES AND OTHER OPERATING REVENUES
Tobacco	$	401,777	$	375,258
Lumber/building products		142,904		126,189
Agri-products		112,595		114,930
Consolidated total	$	657,276	$	616,377
OPERATING INCOME
Tobacco	$	60,519	$	49,123
Lumber/building products		6,970		7,825
Agri-products		3,800		4,165
Total		71,289		61,113
Less:
Corporate expenses		5,241		4,978
Restructuring costs		13,498		–
Equity in pretax earnings of unconsolidated affiliates		1,542		1,313
Consolidated total	$	51,008	$	54,822

9). Depreciation and amortization for the three-month periods are as follows:

Periods ended September 30,	2002		2001
(in thousands of dollars)
Depreciation	$	11,917	$	11,147
Amortization	$	1,188	$	1,244

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

Working capital at September 30, 2002, was $534 million compared to $432 million at June 30, 2002. The increase in working capital was the result of an increase in current assets of $206 million, primarily from a seasonal increase in tobacco inventories, net of a $104 million increase in current liabilities. In the United States, tobacco working capital needs are normally at their lowest point at June 30. Tobacco inventories increased during the quarter in Italy, Malawi and the United States as tobacco was purchased from farmers and at auction. The purchased tobacco is financed with notes payable, customer deposits and long-term obligations. The mix of notes payable and customer advances is dependent on both the Company’s and its customers’ borrowing capabilities, interest rates, and exchange rates. The Company does not purchase material quantities of tobacco on a speculative basis; thus the increase in inventory represents primarily tobacco that has been committed to customers.

Total long-term obligations, including current maturities, increased by $72 million during the quarter to $632 million. During the quarter, the Company borrowed $13 million on its secured, multi-draw, $75 million term loan facility. In addition, $60 million in fixed-rate notes were issued during the quarter. The notes were issued with maturity dates ranging from five to ten years and with interest rates ranging from approximately 5.1% to 6.1%. The increase in long-term obligations was used to finance the Company’s investment in U.S. facilities and to address working capital needs.

Universal Corporation announced on October 16, 2002 that its Dutch subsidiary, N.V. Deli Universal (Deli), reached an agreement in principle to acquire Willemstein’s Industriele Ondernemingen BV (JéWé), a leading producer and distributor of lumber and building products to the do-it-yourself (DIY) market. The transaction is subject to completion of a definitive purchase agreement. When the transaction has been completed, the Company expects to have additional funds employed of approximately €80 million ($79 million), which includes the purchase price. The transaction is expected to close in January 2003 and will be funded from operating cash flow and borrowings.

Generally, the Company’s international tobacco operations conduct business in U.S. dollars, thereby limiting foreign exchange risk to local production and overhead costs. Agri-products and lumber operations enter into foreign exchange contracts to hedge firm purchase and sales commitments for terms of less than six months. Interest rate risk is limited because customers in the tobacco business usually pre-finance purchases or pay market rates of interest for inventory purchased for their accounts.

In May 1998, Universal’s Board of Directors approved a share purchase program that has since been expanded to permit the purchase of up to $450 million of the Common Stock of the Company. The purchases are carried out from time to time on the open market or in privately negotiated transactions at prices not exceeding prevailing market prices. The purchases have been, and are expected to be, funded primarily from operating cash flow of the Company. At September 30, 2002, Universal had approximately 25.9 million common shares outstanding and had purchased approximately 10.9 million shares of its Common Stock for about $310 million pursuant to the program.

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The liquidity and capital resources of the Company at September 30, 2002, remain adequate to support the Company’s foreseeable operating needs.

Results of Operations

‘Sales and Other Operating Revenues’ were $657 million in the first quarter of fiscal year 2003, 7% higher than in the prior year’s comparable quarter. Tobacco revenues increased by $26 million; lumber and building products revenues rose by $17 million; and agri-products revenues decreased by $2 million. Tobacco revenue increased due to a 64% increase in tobacco shipments from Brazil. Brazilian shipments rose over the comparable period last year, reflecting, in part, acceleration of shipments by customers and larger purchases as well as sales from the record flue-cured and burley crops in Brazil. Shipments from Africa in the quarter were down, reflecting lower sales of carryover tobacco. In last year’s first quarter, there were significant carryover sales from both Zimbabwe and Malawi that were not repeated during the first quarter of fiscal year 2003. Sales of the Company’s lumber and building operations increased by 13% in part aided by a 10.8% strengthening of the euro against the U.S. dollar during the quarter compared to last year. Lower sales through the regional outlets and to the wholesale and professional sectors were offset by improved sales to the do-it-yourself (“DIY”) outlets, primarily due to an acquisition made last year.

Fiscal year 2003 segment operating income in the first quarter increased by $10 million or 17% compared to the same period last year. Tobacco earnings for the quarter were $11 million higher than the prior year’s first quarter due to increased shipments to customers of tobaccos from Brazil.

The current quarter includes a $13.5 million before-tax restructuring charge related to the consolidation and streamlining of U.S. operations.

Non-tobacco earnings were below last year’s levels in the quarter. Operating earnings declined in the lumber and building products segment due to higher personnel costs caused by wage increases under industry-wide labor contracts. In addition, earnings were negatively affected by the continuing economic malaise in the Netherlands and Belgium and sharply lower construction activities in those countries. Agri-products results were lower as a result of reduced sales of confectionery sunflower seeds, resulting from short U.S. crops and high raw crop prices. Excellent results from record sales of nuts and dried fruits more than offset declines in rubber, tea, and canned meats.

Interest expense decreased for the quarter due to lower interest rates. The Company’s estimated effective tax rate in fiscal year 2003 increased slightly from the prior year’s annual rate to 35.5%.

For the year, the combined Brazilian flue-cured and burley crops are up 26% over the previous year. However, the Zimbabwe crops, which are normally shipped later in the fiscal year, are lower. Management expects the increase in the Brazilian crops to more than offset the decline in Zimbabwe for the fiscal year, and with increases in other African countries, should, over the next several years, cover significant Zimbabwe declines projected for the future. With the planned closure of the Wilson, North Carolina, factory later this fiscal year, and its replacement in the summer of 2003 by the new Nash County processing center, management believes that the Company’s U.S. operations will be more appropriately sized to reflect the reality of the U.S. market. Without major changes in the federal tobacco price support program, U.S. production

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is likely to continue its declining trend. The state-of-the art technology in the Company’s Nash County and Danville processing centers should provide the efficiencies necessary to operate profitably in this environment.

For the year, the Company expects to benefit from handling larger leaf volumes in a number of origins that are important to the Company. These include Brazil, Malawi and several other African countries. However, challenges remain in Zimbabwe where the situation is still chaotic and plantings of the new crop, which will be marketed in fiscal year 2004, are expected to be down significantly; and in Argentina, where the financial and economic crisis is ongoing, although currency devaluation in that country may create export opportunities. The improvement of the euro has benefited our Dutch lumber operations, but the continuing economic slowdown in the Netherlands, coupled with pressures from higher wages, indicate somewhat lower results for the full year, compared to last year. The outlook for a number of our agri-product companies also remains uncertain at this time. Despite this very challenging environment, the Company is confident that it will generate another year of very solid earnings in fiscal year 2003. The Company’s current projections for the full year are for earnings, before restructuring charges, to be at least comparable to last year’s levels.

On October 16, 2002, Universal announced that its Dutch subsidiary, N.V. Deli Universal (Deli), reached an agreement in principle to acquire JéWé, a leading producer and distributor of lumber and building products to the growing European DIY market. The transaction, which is scheduled to close in January 2003, is projected to meet the Company’s financial requirements and is expected to be accretive to earnings in the Company’s fourth fiscal quarter. JéWé’s product line is largely complementary to Deli’s existing DIY operations, and the Company anticipates sales of about €130 million ($128 million) in 2002.

Readers are cautioned that the statements contained herein regarding expected earnings and expectations for the Company’s performance are forward-looking statements based upon management’s current knowledge and assumptions about future events, including anticipated levels of demand for and supply of the Company’s products and services, costs incurred in providing these products and services, timing of shipments to customers, changes in market structure, and general economic, political, market and weather conditions. Lumber and building products earnings are also affected by changes in exchange rates between the U.S. dollar and the euro. Actual results, therefore, could vary from those expected. Reference is made to Items 1 and 7 and the Notes to the Consolidated Financial Statements in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, regarding important factors that could cause actual results to differ materially from those contained in any forward-looking statement made by or on behalf of the Company, including forward-looking statements contained in Item 2 of this Form 10-Q.

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PART II.	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS

On February 26, 2001, Universal Leaf Tobacco Company, Incorporated, J.P. Taylor Company, Incorporated and Southwestern Tobacco Company, Incorporated, who are subsidiaries of Universal Corporation (the “Company Subsidiaries”), were served with the Third Amended Complaint, naming them and other leaf tobacco merchants as defendants in DeLoach, et al. v. Philip Morris Inc., et al., a suit originally filed against U.S. cigarette manufacturers in the United States District Court for the District of Columbia and now pending in the United States District Court for the Middle District of North Carolina, Greensboro Division (Case No. 00-CV-1235) (the “DeLoach Suit”). The DeLoach Suit is a class action brought on behalf of U.S. tobacco growers and quota holders that alleges that defendants violated antitrust laws by bid-rigging at tobacco auctions and by conspiring to undermine the tobacco quota and price support program administered by the federal government. Plaintiffs seek injunctive relief, trebled damages in an unspecified amount, pre- and post-judgment interest, attorneys’ fees and costs of litigation. On April 3, 2002, the United States District Court for the Middle District of North Carolina issued an opinion and order certifying the class. The Company Subsidiaries petitioned the U.S. Court of Appeals for the Fourth Circuit for appeal of the class certification pursuant to Rule 23(f) of the Federal Rules of Civil Procedure, and the petition was denied. Trial is currently scheduled for April, 2004. The Company Subsidiaries intend to vigorously defend the DeLoach Suit. The suit is still in its initial stages, and at this time no estimate of the impact on the Company that could result from an unfavorable outcome at trial can be made.

The Directorate General—Competition of the European Commission (“DG Comp”) is investigating the buying practices of Spanish tobacco processors with the stated aim of determining to what extent the tobacco processing companies have jointly agreed on raw tobacco qualities and prices offered to Spanish tobacco growers. After conducting an investigation, the Company believes that Spanish tobacco processors, including the Company’s Spanish subsidiary, Tabacos Espanoles, S.A. (“TAES”), have jointly agreed to the terms of sale of green tobacco and quantities to be purchased from associations of farmers and have jointly negotiated with those associations. TAES is cooperating fully with the DG Comp in its investigation and believes that there are unusual, mitigating circumstances peculiar to the highly structured market for green tobacco in Spain. Although the fine, if any, that the DG Comp may assess on TAES could be material to the Company’s earnings, the Company is not able to make an accurate assessment of the amount or timing of any such fine at this time.

The Company is also aware that the DG Comp is investigating certain practices of tobacco leaf dealers in Italy. The Company has a subsidiary, Deltafina S.p.A., that buys and processes tobacco in Italy. At this time, the Company does not believe that the DG Comp investigation in Italy will result in fines being assessed against it or its subsidiaries that would be material to the Company’s earnings.

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ITEM 4. CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, the Company carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13a-14(c) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company’s chief executive officer and chief financial officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company’s disclosure controls and procedures were effective.

The Company also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness. During the first quarter of fiscal year 2003, there were no significant changes to this system of internal controls or in other factors that could significantly affect those controls.

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ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K
a.	Exhibits
	10.1.	Amendment No. 1 to Stemming Services Agreement by and between Phillip Morris Incorporated and Universal Leaf Tobacco Company Incorporated dated August 29, 2002. *
	10.2.	Universal Corporation 2002 Executive Stock Plan. *
	12.	Ratio of Earnings to Fixed Charges. *
	99.1.	Certification of the Principal Executive Officer. *
	99.2.	Certification of the Principal Financial Officer. *
b.	Reports on Form 8-K.
	Report on Form 8-K filed August 2, 2002, filing press release announcing fiscal year 2002 earnings, press release announcing retirement of Henry H. Harrell as Chief Executive Officer, and press release announcing quarterly dividend and setting of annual meeting date.
	Report on Form 8-K filed September 3, 2002, filing fixed rate note due September 15, 2009.
	Report on Form 8-K filed September 13, 2002, filing fixed rate note due September 15, 2009.
	Report on Form 8-K filed on September 17, 2002, filing statement under oath of Principal Executive Officer and Principal Financial Officer.
	Report on Form 8-K filed September 23, 2002, filing fixed rate note due September 20, 2007.
	Report on Form 8-K filed on September 25, 2002, filing fixed rate note due September 15, 2009.
	Report on Form 8-K filed on September 26, 2002, filing fixed rate note due September 26, 2012.
	* - Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 7, 2002	UNIVERSAL CORPORATION
	(Registrant)
	/s/ Hartwell H. Roper
	Hartwell H. Roper, Vice President and
	Chief Financial Officer
	/s/ James A. Huffman
	James A. Huffman, Controller
	(Principal Accounting Officer)

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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REGARDING UNIVERSAL
CORPORATION’S QUARTERLY REPORT ON FORM 10-Q FOR
THE PERIOD ENDED SEPTEMBER 30, 2002

I, Henry H. Harrell, Chairman and Chief Executive Officer (Principal Executive Officer) of Universal Corporation, certify that:

1.          I have reviewed this Quarterly Report on Form 10-Q of Universal Corporation;

2.          Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3.          Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

4.          The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)          designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

(b)          evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the “Evaluation Date”); and

(c)          presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.          The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)          all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)          any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.          The registrant’s other certifying officers and I have indicated in this Quarterly Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 7, 2002
	/s/ Henry H. Harrell
	Henry H. Harrell
	Chairman and Chief Executive Officer

17

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REGARDING UNIVERSAL
CORPORATION’S QUARTERLY REPORT ON FORM 10-Q FOR
THE PERIOD ENDED SEPTEMBER 30, 2002

I, Hartwell H. Roper, Vice President and Chief Financial Officer (Principal Financial Officer) of Universal Corporation, certify that:

1.          I have reviewed this Quarterly Report on Form 10-Q of Universal Corporation;

2.          Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3.          Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

4.          The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)          designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

(b)          evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the “Evaluation Date”); and

(c)          presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.          The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)          all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)          any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.          The registrant’s other certifying officers and I have indicated in this Quarterly Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 7, 2002
	/s/ Hartwell H. Roper
	Hartwell H. Roper
	Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1
TO
STEMMING SERVICES AGREEMENT

This Amendment No. 1 (this “Amendment”), dated August 29, 2002, is by and between Philip Morris Incorporated, a Virginia corporation doing business as Philip Morris U.S.A. (“PM”), and Universal Leaf Tobacco Company, Incorporated (“Contractor”), a Virginia corporation.

RECITALS

WHEREAS, PM and Contractor have entered into an Agreement for Stemming Services, dated May 11, 2001 (the “Agreement”); and

WHEREAS, PM and Contractor now wish to amend the Agreement as set forth herein.

NOW THEREFORE, in consideration of the mutual agreements set forth herein and other good and valuable consideration exchanged, PM and Contractor agree as follows:

1.	All capitalized terms shall have meanings set forth herein or in the Agreement.
2.	This Amendment shall be effective as of July 1, 2002.
3.	Section 3.8.1 of the Agreement is amended and restated as follows:
		3.8.1  Minimum and Maximum Quantities to be Processed
		This is not a requirements contract. During the Term hereof, Contractor shall accept delivery of and process such quantities of PM tobacco of domestic origin as PM may deliver for processing; provided, however, unless otherwise mutually agreed, during processing season Contractor shall not be obligated to process PM tobacco in excess of the sum of (a) 500,000 pounds plus (b) the lesser of (i) the quantity of PM green tobacco indicated in the applicable PM Forecast and (ii) the applicable Available Processing Capacity.
		PM shall deliver for processing hereunder each Contract Year (such deliveries to be before or during the Contract Year in question) a minimum quantity of PM tobacco of domestic origin approximately equal to the sum of (a) the Base Quantity, determined as provided in Section 3.8.2, and (b) the Incentive Quantity, if any, determined as provided in Section 3.8.3; provided, however, this minimum quantity shall be subject to reduction and reallocation as provided in Sections 3.8.4, 3.8.5 and 3.8.6. If the quantity of PM tobacco of domestic origin delivered for processing hereunder in any Contract Year is less than the minimum quantity required by the preceding sentence, PM

1

		nevertheless shall be deemed to have fulfilled its minimum delivery obligation hereunder in any Contract Year so long as the unexcused shortfall in PM’s deliveries hereunder for processing that Contract Year does not exceed 500,000 pounds.
		Unless otherwise mutually agreed, all PM tobacco to be processed hereunder shall be of domestic origin. If tobacco of foreign origin is processed hereunder, such tobacco shall be in addition to the minimum quantity required to be delivered by PM pursuant to this Section 3.8. PM undertakes no obligation to offer Contractor the opportunity to process any PM tobacco of foreign origin.
		PM reserves the right to enter into contracts with one or more other contractors for the remainder of its requirements for Stemming Services. Such contracts, however, shall not be inconsistent with the terms of this Section 3.8 respecting the allocation of quantities of PM tobacco of domestic origin for processing by Contractor hereunder.
4.	A new Section 12.6 shall be added as follows:
		12.6   Child Labor
		Contractor shall not employ any person who is younger than (i) the age of 15 or (ii) the applicable minimum legal age for the specific type of work performed by the minor employee, whichever is higher. Contractor represents and warrants that permitted employees under the age of 18 shall not be engaged in work that, by its nature, by its designation under applicable law or regulation, or given the circumstances under which it is performed, is hazardous or otherwise likely to harm the health or safety of those employees. Contractor further represents and warrants that the weekly and daily working schedules of permitted employees under the age of 18 shall be in compliance with all applicable laws and regulations, and that Contractor shall not compel any person to work involuntarily or under any threats or duress. Audits contemplated by this Agreement shall cover Contractor’s compliance with the provisions of this section.
5.	Section 24.1 of the Agreement is amended and restated in its entirety as follows:
		24.1   Obligations Arising Under Prior Contracts
		Pursuant to the Hogshead Repair, Extrusion and Stemming Services Agreement dated July 1, 1994, as amended (the “Hogshead Agreement”) and the Stemming Services Agreement dated August 18, 2000 (the “Prior Agreement”) between PM and Contractor, PM has made payments to Contractor with respect to certain capital investments made by Contractor. These payments were based on depreciation charges for certain assets acquired by Contractor, with PM’s approval, between July 1, 1994 and June 30, 2000. PM shall continue to pay depreciation-based charges to Contractor with respect to these assets in the amounts and in accordance with the payment schedule set forth in Exhibit J-1 (the

2

		“Capital Charges”). The Capital Charges shall be in lieu of the termination payments respecting Contractor’s capital investments in support of Stemming Services provided for in Section 24.1 of the Prior Agreement. PM and Contractor expect that this Agreement will continue for a period longer than the payment schedule set forth in Exhibit J-1, but if this Agreement is cancelled by either party due to an Event of Default, within 90 days after such cancellation PM shall pay Contractor the positive difference, if any, between (a) the sum of the Capital Charges as shall then be remaining to be paid hereunder and (b) 80% of the sum of the fair market values corresponding to those of the assets listed in Exhibit J-2 (each, a “Capital Asset”) that have not been sold, scrapped, transferred or otherwise disposed of previously in accordance with Section 24.2 below.
6.	Section 24.2 is hereby amended and restated in its entirety as follows:
		24.2   Sale or Other Disposition of Certain Assets
		(a)          If, during the Term hereof, Contractor sells, scraps, transfers or otherwise disposes of any Capital Asset, Contractor shall pay PM an amount equal to 80% of the fair market value of such Capital Asset, such fair market value to be determined as provided in Section 24.3 below; provided, however, no such payment obligation shall arise with respect to the transfer of any Capital Asset (a) from the JPT Facility to a Contractor affiliate to the extent such Capital Asset continues to be used in the performance of services for PM or (b) from any other Stemming Facility to a Contractor affiliate to the extent such Capital Asset continues to be used in the performance of services for PM. For the purpose of the preceding sentence, “services for PM” shall be deemed to include Stemming Services, stem processing and blending services, special picking services and any other services provided for PM at a US facility by ULT or one of its affiliates.
		(b)          During the Term of this Agreement and except in the event of a transfer to a Contractor affiliate as provided above, Contractor shall provide notice to PM in the event Contractor intends to sell, scrap, transfer or otherwise dispose of any equipment used in its tobacco processing operations in the United States (including, but not limited to, the Capital Assets) that Contractor originally purchased at a price of more than $200,000.00. Upon receipt of such notice, PM shall have the right to purchase any such Capital Asset at a mutually agreeable price. If PM does not notify Contractor of its intent to purchase such Capital Asset within 30 days of its receipt of Contractor’s notice, or if the parties are unable to agree upon a mutually agreeable price for such Capital Asset within 30 days after PM’s receipt of Contractor’s notice, Contractor shall be entitled to otherwise sell, scrap, transfer or dispose of such asset.
7.      Section 24.3 of the Agreement is deleted, and Section 24.4 is renumbered Section 24.3 and amended and restated as follows:

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		24.3   Fair Market Value
		For purposes of this Section 24, the “fair market value” of any Capital Asset, subject to the applicable provisions of Sections 24.1 and 24.2 hereof, shall be the positive difference, if any, between (a) the price a third party would pay for such Capital Asset on an “as-is, where-is” basis as of the applicable valuation date (the “arms length price”) and (b) the actual costs, if any, incurred by Contractor after the valuation date in removing the Capital Asset from the Stemming Facility. For purposes of the preceding sentence, the arms length price shall be determined based on Contractor’s good faith estimate of the price that a third party under no compulsion to purchase would pay for such Capital Asset as of the applicable valuation date. If, however, PM disputes Contractor’s proposed arms length price of any Capital Asset and so notifies Contractor within 30 days after receipt of Contractor’s good faith estimate, then the arms length price for such Capital Asset shall be determined by a third party dealer acceptable to both PM and Contractor, based on the dealer’s assessment of the amount a purchaser would be willing to pay for such Capital Asset on an “as is, where is” basis as of the applicable valuation date. The valuation date for determining the arms length price shall be (a) the date of cancellation of this Agreement with respect to payments pursuant to Section 24.1 or (b) the date of disposition of the Capital Asset with respect to payments pursuant to Section 24.2, as the case may be. For purposes of this paragraph, the term “as-is, where-is” shall mean the particular physical condition and the actual location of the Capital Asset as of the applicable valuation date.
8.	Section 24.5 is renumbered Section 24.4.
9.	Exhibit J-2 of the Agreement is amended and restated as provided in the document attached hereto as Appendix 1.
10.	Except as hereby specifically amended, the Agreement is and shall remain in full force and effect as written.
11.      This Amendment may be executed in separate counterparts that, taken together, shall constitute and evidence the agreement of the parties.
12.      The Agreement and this Amendment constitute the entire agreement of the parties regarding their subject matter and supersede all prior or contemporaneous agreements or understandings regarding such subject matter.

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WITNESS the signatures of the authorized representatives of the parties:

PHILIP MORRIS INCORPORATED	UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED
By:       /s/ Michael A. Farriss	By:       /s/ Ray M. Paul, Jr.
Name:  Michael A. Farriss	Name:  Ray M. Paul, Jr.
Title:  Vice President Leaf	Title:  Senior Vice President

5

APPENDIX 1

Exhibit J-2

HENDERSON
Asset Type	Asset	Tag Nbr	Description
MACH EQUIP	11664	10978	DSC 10000 CFM SRC PROJECT	10,000 CFM Dust Bag Unit
MACH EQUIP	11650	10963	SHAKER, STRIP VIBRATING; SRC P	MacTavish 16' x 6'
MACH EQUIP	11651	10964	SHAKER, STRIP VIBRATING; SRC P	MacTavish 16' x 6'
MACH EQUIP	11652	10965	SRC AND RELATED CONVEYORS	SRC Vision Optical Tobacco Sorter
MACH EQUIP		11354	SRC CONVEYOR	9' X 3' Johnson Industrial Mach.
MACH EQUIP		11352	SRC CONVEYOR	40' x 3' Johnson Industrial Mach.
MACH EQUIP		11350	SRC CONVEYOR	32' x 30'' Johnson Industrial Mach.
MACH EQUIP	11653	10966	SRC AND RELATED CONVEYORS	SRC Vision Optical Tobacco Sorter
MACH EQUIP		11349	SRC CONVEYOR	20' X 1' Johnson Industrial Mach.
MACH EQUIP		11353	SRC CONVEYOR	4' X 3' Johnson Industrial Mach.
MACH EQUIP		11351	SRC CONVEYOR	40' X 3' Johnson Industrial Mach.
MACH EQUIP	11660	10973	SRC AND RELATED CONVEYORS	SRC Vision Optical Tobacco Sorter
MACH EQUIP		11379	SRC CONVEYOR	22' X 30'' Johnson Industrial Mach.
MACH EQUIP		11370	SRC CONVEYOR	30' X 1' Johnson Industrial Mach.
MACH EQUIP	11666	10980	SRC PROJECT	Hydro Thrift Cooling Tower Pumps - two 15 HP pumps
MACH EQUIP	11659	10972	SRC PROJECT AND RELATED CONVEY	SRC Vision Optical Tobacco Sorter
MACH EQUIP		11378	SRC CONVEYOR	22' X 30'' Johnson Industrial Mach.
MACH EQUIP		11377	SRC CONVEYOR	29' X 30'' Johnson Industrial Mach.
MACH EQUIP		11380	SRC CONVEYOR SPLITTER	Load Splitter Conveyor Johnson Industrial Mach.
MACH EQUIP	11662	10976	SRC PROJECT CUTLER-HAMMER	Cutler-Hammer Freedom 2100 Motor Control Center
MACH EQUIP	11681	10975	SRC PROJECT S/N: 97L.78246.100	SRC Vision Control Panel
MACH EQUIP	11654	10967	SRC PROJECT S/N: 97M.78246.100	SRC Vision Control Panel
MACH EQUIP	11655	10968	SRC PROJECT S/N: 97M.78246.100	SRC Vision Control Panel
MACH EQUIP	11661	10974	SRC PROJECT S/N: 97M.78246.100	SRC Vision Control Panel
MACH EQUIP	11656	10969	SRC, CUTLER-HAMMER S/N:HRAS141	Cutler-Hammer Freedom 2100 Motor Control Center
MACH EQUIP	11506	10830	KICE #FC9-WX ARR#9FB W/ 7.5 HP	Kice Fan
MACH EQUIP	28877	11017	SEPARATOR, KICE	Kice Fan
LAB	11610	10926	OVEN, FREAS	Precision Scientific Model 605
LAB	28980	11022	FREAS OVEN	Precision Scientific Model 31057P
LAB	28981	11023	FREAS OVEN	Precision Scientific Model 31057P
LAB	28982	11024	FREAS OVEN	Precision Scientific 605
LAB	28983	11025	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28984	11026	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28985	11027	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28986	11028	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28987	11029	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28988	11030	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28989	11031	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28990	11032	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28991	11033	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	28992	11034	METTLER MOISTURE ANALYZER	Mettler Toledo HR73 Halogen Moisture Analyzer
LAB	6408	0000A1	KABAT ROTAMETERS AND NOZZLES F
MACH EQUIP	7004	2499	REDRYER KABAT SPRAY BOOM MODIF
MACH EQUIP	6980	2409	REDRYER, KABAT CONTROLS
MACH EQUIP	6981	2409	REDRYER, KABAT SPRAY BOOM MODI
MACH EQUIP	6979	2409	REDRYER, KABAT XYCOM
MACH EQUIP	7003	2499	REDRYER, KABAT XYCOM

6

APPENDIX 1

Exhibit J-2
(cont’d)

WILSON
Asset Type	Asset	Tag Nbr	Description
MACH EQUIP	17945	9634	SRC 972-78230-003 MODEL ATS-2-
MACH EQUIP	17946	9635	SRC 972-78230-004 MODEL ATS-2-
MACH EQUIP	17962	9651	SRC 972-78230-005 MODEL ATS-2-
MACH EQUIP	17963	9652	SRC 972-78230-006 MODEL ATS-2-
MACH EQUIP	11658	10450	Note: TPI Tag Number A&B line shaker
MACH EQUIP	11657	10449	Note: TPI Tag Number (Spare Shaker)
MACH EQUIP		9637	Note: TPI Tag Number C&D line shaker
MACH EQUIP	28577	9713	AIRLOCK KICE MULTI
MACH EQUIP	28575	9713	AIRLOCK-KICE CYCLONE
MACH EQUIP	28579	9714	FAN-KICE
MACH EQUIP	17815	9502	ARENCO CARDWELL C&D
MACH EQUIP	17667	9351	ASPIRATOR, MULTI-6E18 KICE
LAB	28917	9733	FREAS OVEN
LAB	28918	9732	FREAS OVEN
LAB	28919	9731	FREAS OVEN
LAB	28920	9730	FREAS OVEN
LAB	28960	9741	Mettler Moisture Analyzer
LAB	28961	9742	Mettler Moisture Analyzer
LAB	28962	9743	Mettler Moisture Analyzer
LAB	28963	9744	Mettler Moisture Analyzer
LAB	28964	9745	Mettler Moisture Analyzer
LAB	28965	9746	Mettler Moisture Analyzer
LAB	28966	9748	Mettler Moisture Analyzer
LAB	28967	9749	Mettler Moisture Analyzer
LAB	28968	9750	Mettler Moisture Analyzer
LAB	17922	9610	MOISTURE TESTER MODEL SAS-E/1
LAB	17983	9672	MOISTURE TESTER MODEL SAS-E/1
LAB	28911	9736	MOISTURE TRANSMITTER
LAB	28912	9735	MOISTURE TRANSMITTER
LAB	28913	9734	MOISTURE TRANSMITTER
LAB	17986	9675	PRECISION SCIENTIFIC #31 56P
LAB	17985	9674	PRECISION SCIENTIFIC #31056P
LAB	15052	5302	KABAT
LAB	15068	5306	KABAT
LAB	17828	9514	KABAT
LAB	17824	9510	KABAT CONTROL PANEL
LAB	15051	5302	KABAT VERIFICATION WEIGH BELT
LAB	15067	5306	KABAT VERIFICATION WEIGH BELT
LAB	15069	5306	KABAT, UPGRADE EAST
LAB	15053	5302	KABAT, UPGRADE WEST

7

APPENDIX 1

Exhibit J-2
(cont’d)

DANVILLE
Asset Type	Asset	Tag Nbr	Description
MACH EQUIP	11690	7125	OPTICAL SORTER
MACH EQUIP		7122	OPTICAL SORTER
MACH EQUIP		7127	COOLER
MACH EQUIP		7128	SHAKER
MACH EQUIP		7129	SHAKER
MACH EQUIP		7130	SRC-CONVEYOR
MACH EQUIP		7131	SRC-CONVEYOR
MACH EQUIP		7132	SRC-CONVEYOR
MACH EQUIP		7133	SRC-CONVEYOR
MACH EQUIP	28907	107052	HAPMAN CONVEYOR
MACH EQUIP		7134	KICE SEPERATOR
MACH EQUIP		7135	KICE-DIRT SCREW
MACH EQUIP		7136	KICE- DIRT SCREW
MACH EQUIP	28876	11016	SEPARATOR, GUMP
LAB	13405	4533	OVEN
LAB	13340	4469	OVEN, FREAS, MODEL 605 W/ SHEL
LAB	28910	7126	METTLER HR-73
LAB	28320	4612	METTLER OVEN
LAB	28321	4613	METTLER OVEN
LAB	28323	4614	METTLER OVEN
LAB	28326	4615	METTLER OVEN
LAB	29068	7064	Moisture Testing Ovens
LAB	13424	4568	STEM TESTER
MACH EQUIP	13337	4466	KABAT WEIGHBELT AND CONTROLLER
ROCKY MOUNT
Asset Type	Asset	Tag Nbr	Description
MACH EQUIP	29237	11060	CONDITIONING TUNNEL
MACH EQUIP	29238	11061	CONDITIONING TUNNEL
MACH EQUIP	29239	11062	CONDITIONING TUNNEL
MACH EQUIP	29240	11063	CONDITIONING TUNNEL
MACH EQUIP	13464	4745	KABAT	System removed from SPI related controls Boom Rotameter and nozzles Stand related controls

8

EX-10.2

Exhibit 10.2

UNIVERSAL CORPORATION
2002 EXECUTIVE STOCK PLAN

Article I

DEFINITIONS

1.1.          Affiliate means any “subsidiary” or “parent corporation ” (within the meaning of Section 424 of the Code) of the Company.

1.2.          Agreement means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of a Grant or an Award issued to such Participant.

1.3.          Award means an award of Common Stock and/or Restricted Stock.

1.4.          Board means the Board of Directors of the Company.

1.5.          Change of Control means and shall be deemed to have taken place if: (i) any individual, entity or “group” (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner of shares of the Company having 20 percent or more of the total number of votes that may be cast for the election of directors of the Company, other than (a) as a result of any acquisition directly from the Company, or (b) as a result of any acquisition by any employee benefit plans (or related trusts) sponsored or maintained by the Company or its Subsidiaries; or (ii) there is a change in the composition of the Board such that the individuals who, as of the date hereof, constitute the Board (the Board as of the date hereof shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section, that any individual who becomes a member of the Board subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board shall not be so considered as a member of the Incumbent Board; or (iii) if at any time, (w) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing or surviving corporation, (x) any Person shall consolidate with, or merge with, the Company, and the Company shall be the continuing or surviving corporation and in connection therewith, all or part of the outstanding Common Stock shall be changed into or exchanged for stock or other securities of any other person or cash or any other property, (y) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a Subsidiary of any other Person, or (z) the Company shall sell or otherwise transfer 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons.

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1.6.          Change of Control Date is the date on which an event described in (i), (ii) or (iii) of Section 1.5 occurs.

1.7.          Code means the Internal Revenue Code of 1986, as amended from time to time. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.

1.8.          Commission means the Securities and Exchange Commission or any successor agency.

1.9.          Committee means the Executive Compensation and Nominating Committee of the Board.

1.10.          Common Stock means the Common Stock of the Company.

1.11.          Company means Universal Corporation.

1.12.          Disability, with respect to a Participant, means “disability” as defined from time to time under any long-term disability plan of the Company or Subsidiary with which the Participant is employed.

1.13.          Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

1.14.          Fair Market Value means, on any given date, the closing price of a share of Common Stock as reported on the New York Stock Exchange composite tape on such day or, if the Common Stock was not traded on the New York Stock Exchange on such day, then on the next preceding day that the Common Stock was traded on such exchange, all as reported by such source as the Committee may select.

1.15.          Grant means the grant of an Option.

1.16.          Incentive Stock Option means an Option that is intended to qualify as an “incentive stock option” under Section 422 of the Code.

1.17.          Non-Qualified Stock Option means an Option other than an Incentive Stock Option.

1.18.          Option means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement.

1.19.          Option Price means the price per share for Common Stock purchased on the exercise of an Option as provided in Article VI.

1.20.          Participant means an officer, director or employee of the Company or of a Subsidiary who satisfies the requirements of Article IV and is selected by the Committee to receive a Grant or an Award.

1.21.          Plan means the Universal Corporation 2002 Executive Stock Plan.

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1.22.          Prior Plans mean, collectively, the Universal Corporation 1997 Executive Stock Plan and the Universal Corporation 1989 Executive Stock Plan.

1.23.          Restricted Stock means shares of Common Stock awarded to a Participant under Article IX. Shares of Common Stock shall cease to be Restricted Stock when, in accordance with the terms of the applicable Agreement, they become transferable and free of substantial risks of forfeiture.

1.24.          Rule 16b-3 means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time.

1.25.          Securities Broker means the registered securities broker acceptable to the Company who agrees to effect the cashless exercise of an Option pursuant to Section 8.4 hereof.

1.26.          Subsidiary means any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company (or by any entity that is a successor to the Company), and any other business venture designated by the Committee in which the Company (or an entity that is a successor to the Company) has a significant interest, as determined in the discretion of the Committee.

Article II

PURPOSES

The Plan is intended to assist the Company in recruiting and retaining officers, directors and key employees with ability and initiative by enabling such persons who contribute significantly to the Company or an Affiliate to participate in its future success and to associate their interests with those of the Company and its shareholders. The Plan is intended to permit the award of Common Stock and Restricted Stock, and the issuance of Options qualifying as Incentive Stock Options or Non-Qualified Stock Options as designated by the Committee at time of grant. No Option that is intended to be an Incentive Stock Option, however, shall be invalid for failure to qualify as an Incentive Stock Option under Section 422 of the Code but shall be treated as a Non-Qualified Stock Option.

Article III

ADMINISTRATION

The Plan shall be administered by the Committee. No Person shall be appointed to or serve as a member of the Committee unless at the time of such appointment and service he shall be a “non-employee director” as defined in Rule 16b-3, an “outside director” within the meaning of Section 162(m) of the Code, and an “independent director” within the meaning of any applicable listing requirement of the New York Stock Exchange applicable to the Committee. The Committee shall have authority to issue Grants and Awards upon such terms (not inconsistent with the provisions of this Plan) as the Committee may consider appropriate.

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The terms of such Grants and Awards may include conditions (in addition to those contained in this Plan) on (i) the exercisability of all or any part of an Option and (ii) the transferability or forfeitability of Restricted Stock. In addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. To fulfill the purposes of the Plan without amending the Plan, the Committee may also modify any Grants or Awards issued to Participants who are nonresident aliens or employed outside of the United States to recognize differences in local law, tax policy or custom.

The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. Any decision made, or action taken, by the Committee or in connection with the administration of this Plan shall be final and conclusive. All expenses of administering this Plan shall be borne by the Company.

Article IV

ELIGIBILITY

4.1.          General. Any officer, director or employee of the Company or of any Subsidiary (including any corporation that becomes a Subsidiary after the adoption of this Plan) who, in the judgment of the Committee, has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or a Subsidiary may receive one or more Awards or Grants, or any combination or type thereof. Employee and non-employee directors of the Company are eligible to participate in this Plan.

4.2.          Grants and Awards. The Committee will designate individuals to whom Grants and/or Awards are to be issued and will specify the number of shares of Common Stock subject to each such Grant or Award. An Option may be granted alone or in addition to other Grants and/or Awards under the Plan. The Committee shall have the authority to grant any Participant Incentive Stock Options, Non-Qualified Stock Options or both types of Options; provided, however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries (within the meaning of Section 424(f) of the Code). All Grants or Awards issued under this Plan shall be evidenced by Agreements which shall be subject to applicable provisions of this Plan and to such other provisions as the Committee may determine. No Participant may be granted Options that are Incentive Stock Options (under all Incentive Stock Option plans of the Company and Affiliates) which are first exercisable in any calendar year for stock having an aggregate Fair Market Value (determined as of the date an Option is granted) exceeding $100,000. A Participant may not receive Grants and Awards under this Plan with respect to more than 200,000 shares of Common Stock during any calendar year.

4.3.          Reload Options. The Committee shall have the authority to specify at the time of Grant that an optionee shall be granted the right to a further Non-Qualified Stock Option (a “Reload Option”) in the event such optionee exercises all or a part of an Option, including a Reload Option (an “Original Option”), by surrendering in accordance with Section 8.2 hereof already owned shares of Common Stock in full or partial payment of the Option Price under such Original Option. Each Reload Option shall be granted on the date of exercise of the Original Option, shall cover a number of shares of Common Stock not exceeding the whole number of shares of Common Stock surrendered in payment of the Option Price under such

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Original Option, shall have an Option Price equal to the Fair Market Value on the date of Grant of such Reload Option, shall expire on the stated expiration date of the Original Option and shall be subject to such other terms and conditions as the Committee may determine.

4.4.          Designation of Option as an Incentive Stock Option or a Non-Qualified Stock Option. The Committee will designate at the time an Option is granted whether the Option is to be treated as an Incentive Stock Option or a Non-Qualified Stock Option. In the absence, however, of any such designation, such Option shall be treated as a Non-Qualified Stock Option.

4.5.          Qualification of Incentive Stock Option under Section 422 of the Code . Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Section 422 of the Code or, without the consent of the optionee affected, to disqualify any Incentive Stock Option under such Section 422. No Option that is intended to be an Incentive Stock Option, however, shall be invalid for failure to qualify as an Incentive Stock Option under Section 422 of the Code but shall be treated as a Non-Qualified Stock Option.

Article V

STOCK SUBJECT TO PLAN

Subject to the adjustment provisions of Article X and the provisions of (a) through (c) of this Article V, up to 2,000,000 shares of Common Stock may be issued under the Plan. In addition to such authorization, the following shares of Common Stock may be issued under the Plan:

(a)          Shares of Common Stock that are forfeited under the Prior Plans and shares of Common Stock that are not issued under the Prior Plans because of a payment of cash in lieu of shares of Common Stock, the cancellation, termination or expiration of Grants and Awards, and/or other similar events under the Prior Plans shall be available for issuance under this Plan.

(b)          If a Participant tenders, or has withheld, shares of Common Stock in payment of all or part of the Option Price under an Option granted under the Plan, or in satisfaction of withholding tax obligations thereunder, the shares of Common Stock so tendered by the Participant or so withheld shall become available for issuance under the Plan.

(c)          If shares of Common Stock that are issued under the Plan are subsequently forfeited in accordance with the terms of the Grant or Award, the forfeited shares of Common Stock shall become available for issuance under the Plan.

Notwithstanding (a) above, any shares of Common Stock that are authorized to be issued under the Prior Plans prior to the expiration of its term, but that are not issued or covered by Grants or Awards under the Prior Plans, shall not be available for issuance under this Plan.

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Subject to the adjustment provisions of Article X, not more than 500,000 shares of Common Stock shall be issued under this Plan pursuant to Awards of Common Stock and/or Restricted Stock.

Subject to the foregoing provisions of this Article V, if a Grant or an Award may be paid only in shares of Common Stock, or in either cash or shares of Common Stock, the shares of Common Stock shall be deemed to be issued hereunder only when and to the extent that payment is actually made in shares of Common Stock. However, the Committee may authorize a cash payment under a Grant or an Award in lieu of shares of Common Stock if there are insufficient shares of Common Stock available for issuance under the Plan.

Article VI

OPTION PRICE

The price per share for Common Stock purchased on the exercise of an Option shall be fixed by the Committee, but shall not be less than the Fair Market Value on the date of grant.

Article VII

EXERCISE OF OPTIONS

7.1.          Maximum Option Period. The period in which an Option may be exercised shall be determined by the Committee on the date of grant; provided, however that an Incentive Stock Option shall not be exercisable after the expiration of 10 years from the date the Incentive Stock Option was granted.

7.2.          Non-Transferability. Non-Qualified Stock Options may be transferable by a Participant and exercisable by a person other than a Participant, but only to the extent specifically provided in an Option Agreement. Incentive Stock Options, by their terms, shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable, during the Participant’s lifetime, only by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation or liability of such Participant.

7.3.          Employee Status. For purposes of determining the applicability of Section 422 of the Code (relating to Incentive Stock Options), or in the event that the terms of any Grant provide that it may be exercised only during employment or within a specified period of time after termination of employment, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary Disability, or other reasons shall not be deemed interruptions of continuous employment.

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Article VIII

METHOD OF EXERCISE

8.1.          Exercise. Subject to the provisions of Articles VII and XI, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine. An Option granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised. Such partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan with respect to remaining shares subject to the Option.

8.2.           Payment. Unless otherwise provided by the Agreement, payment of the Option Price shall be made in cash. If the Agreement provides, payment of all or part of the Option Price may be made by surrendering (by either actual delivery or attestation) already owned shares of Common Stock to the Company and the payment of applicable withholding taxes may be made by the Company withholding shares of Common Stock from the Participant upon exercise, provided the shares surrendered or withheld have a Fair Market Value (determined as of the day preceding the date of exercise) that is not less than such price or part thereof and any such withholding taxes. In addition, the Committee may establish such payment or other terms as it may deem to be appropriate and consistent with these purposes.

8.3.          Shareholder Rights. No participant shall have any rights as a shareholder with respect to shares subject to his Option until the date he exercises such Option.

8.4.          Cashless Exercise. To the extent permitted under the applicable laws and regulations, at the request of the Participant and with the consent of the Committee, the Company agrees to cooperate in a “cashless exercise” of the Option. The cashless exercise shall be effected by the Participant delivering to the Securities Broker instructions to exercise all or part of the Option, including instructions to sell a sufficient number of shares of Common Stock to cover the costs and expenses associated therewith. The Committee may permit a Participant to elect to pay any applicable withholding taxes by requesting that the Company withhold the number of shares of Common Stock equivalent at current Fair Market Value to the withholding taxes due.

8.5.          Cashing Out of Option.The Committee may elect to cash out all or part of the portion of any Option to be exercised by paying the optionee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock that is the subject of the portion of the Option to be exercised over the Option Price times the number of shares of Common Stock subject to the portion of the Option to be exercised on the effective date of such cash out.

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Article IX

COMMON STOCK AND RESTRICTED STOCK

9.1.          Award. In accordance with the provisions of Article IV, the Committee will designate persons to whom an Award of Common Stock and/or Restricted Stock is to be made and will specify the number of shares of Common Stock covered by such Award or Awards.

9.2.          Vesting. In the case of Restricted Stock, on the date of the Award, the Committee may prescribe that the Participant’s rights in the Restricted Stock shall be forfeitable or otherwise restricted. Subject to the provisions of Article XI hereof, the Committee may award Common Stock to a Participant which is not forfeitable and is free of any restrictions on transferability.

9.3.          Shareholder Rights. Prior to their forfeiture in accordance with the terms of the Agreement and while the shares are Restricted Stock, a Participant will have all rights of a shareholder with respect to Restricted Stock, including the right to receive dividends and vote the shares; provided, however, that (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of Restricted Stock, (ii) the Company shall retain custody of the certificates evidencing shares of Restricted Stock, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each award of Restricted Stock.

Article X

ADJUSTMENT UPON CHANGE IN COMMON STOCK

Should the Company effect one or more (x) stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such distribution of assets to shareholders; or (z) direct or indirect assumptions and/or conversions of outstanding Options due to an acquisition of the Company, then the maximum number of shares as to which Grants and Awards may be issued under this Plan shall be proportionately adjusted and their terms shall be adjusted as the Committee shall determine to be equitably required, provided that the number of shares subject to any Grant or Award shall always be a whole number. Any determination made under this Article X by the Committee shall be final and conclusive.

The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to any Grant or Award.

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Article XI

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No Grant shall be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements) and the rules of all domestic stock exchanges on which the Company’s shares may be listed. The Company may rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence Common Stock for which a Grant is exercised or an Award is issued may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Grant shall be exercisable, no Common Stock shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

Article XII

GENERAL PROVISIONS

12.1.          Effect on Employment. Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall confer upon any employee any right to continue in the employ of the Company or a Subsidiary or in any way affect any right and power of the Company or a Subsidiary to terminate the employment of any employee at any time with or without assigning a reason therefor.

12.2.          Unfunded Plan. The Plan, insofar as it provides for a Grant, is not required to be funded, and the Company shall not be required to segregate any assets that may at any time be represented by a Grant under this Plan.

12.3.          Change of Control. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control:

(a)          Unless otherwise provided by the Committee in an Agreement, any outstanding Option which is not presently exercisable and vested as of a Change of Control Date shall become fully exercisable and vested to the full extent of the original Grant upon such Change of Control Date.

(b)          Unless otherwise provided by the Committee in an Agreement, the restrictions applicable to any outstanding Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested, nonforfeitable and transferable to the full extent of the original Award. The Committee may also provide in an Agreement that a Participant may elect, by written notice to the Company within 60 days after a Change of Control Date, to receive, in exchange for shares that were Restricted Stock immediately before the Change of Control Date, a cash payment equal to the Fair Market Value of the shares surrendered on the last business day the Common Stock is traded on the New York Stock Exchange prior to receipt by the Company of such written notice.

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(c)          The Committee may, in its complete discretion, cause the acceleration or release of any and all restrictions or conditions related to a Grant or Award, in such manner, in the case of officers and directors of the Company who are subject to Section 16(b) of the Exchange Act, as to conform to the provisions of Rule 16b-3.

12.4.          Rules of Construction. Headings are given to the articles and sections of this Plan solely for ease of reference and are not to be considered in construing the terms and conditions of the Plan. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

12.5.          Rule 16b-3 Requirements. Notwithstanding any other provisions of the Plan, the Committee may impose such conditions on any Grant or Award, and the Board may amend the Plan in any such respects, as they may determine, on the advice of counsel, are necessary or desirable to satisfy the provisions of Rule 16b-3. Any provision of the Plan to the contrary notwithstanding, and except to the extent that the Committee determines otherwise: (a) transactions by and with respect to officers and directors of the Company who are subject to Section 16(b) of the Exchange Act shall comply with any applicable conditions of Rule 16b-3; and (b) every provision of the Plan shall be administered, interpreted, and construed to carry out the foregoing provisions of this sentence.

12.6.          Amendment, Modification, and Termination. At any time and from time to time, the Board may terminate, amend, or modify the Plan. Such amendment or modification may be without shareholder approval except to the extent that such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on which the Common Stock is then listed or reported, by any regulatory body having jurisdiction with respect thereto, or under any other applicable laws, rules, or regulations. No termination, amendment, or modification of the Plan, other than pursuant to Section 12.5 herein, shall in any manner adversely affect any Grant or Award theretofore issued under the Plan, without the written consent of the Participant. The Committee may amend the terms of any Grant or Award theretofore issued under this Plan, prospectively or retrospectively, but no such amendment shall impair the rights of any Participant without the Participant’s written consent except an amendment provided for or contemplated in the terms of the Grant or Award, an amendment made to cause the Plan, or Grant or Award, to qualify for the exemption provided by Rule 16b-3, or an amendment to make an adjustment under Article X. Except as provided in Article X, the Option Price of any outstanding Option may not be adjusted or amended, whether through amendment, cancellation or replacement, unless such adjustment or amendment is approved by the shareholders of the Company.

12.7.          Governing Law. The validity, construction and effect of the Plan and any actions taken or related to the Plan shall be determined in accordance with the laws of the Commonwealth of Virginia and applicable federal law.

12.8.          Successors and Assigns. All obligations of the Company under the Plan, with respect to Grants and Awards issued hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. The Plan shall be binding on all successors and permitted assigns of a Participant, including, but not limited to, the estate of such Participant and the executor, administrator or trustee of such estate, and the guardians or legal representative of the Participant.

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12.9.          Effect on Prior Plans and Other Compensation Arrangements. The adoption of this Plan shall have no effect on Grants and Awards made or to be made pursuant to the Prior Plans and the Company’s other compensation arrangements. Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation plans or arrangements for its officers, directors or employees.

12.10.          Limitation of Implied Rights. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. Except for those rights in Restricted Stock specifically set forth in subsection 9.3 hereof, a Participant shall have only a contractual right to the Stock or amounts if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. The Plan does not constitute a contract of employment, and selection as a Participant will not give any participating employee the right to be retained in the employ of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no Award or Grant under the Plan shall confer upon the holder thereof any rights as a shareholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

12.11.          Duration of Plan. No Grant or Award may be issued under this Plan before July 1, 2002, or after June 30, 2012; provided, however, a Grant of a Reload Option may be issued after June 30, 2012, upon the exercise of an Original Option as provided in Section 4.3 hereof. Grants and Awards issued on or after July 1, 2002, but on or before June 30, 2012, and Grants of Reload Options issued after June 30, 2012 upon the exercise of an Original Option as provided in Section 4.3 hereof, shall remain valid in accordance with their terms.

12.12.          Effective Date. This Plan has been approved by the Board, effective as of July 1, 2002, subject, however, to approval by the shareholders of the Company entitled to vote at the 2002 Annual Meeting of the Shareholders.

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EX-12

Exhibit 12

RATIO OF EARNINGS TO FIXED CHARGES

	For the 3 months
	ended		For the years ended June 30,
	September 30,
	2002		2002		2001		2000		1999
Pretax income from continuing operations	$	40,524	$	152,676	$	177,206	$	177,055	$	197,719
Distribution of earnings from unconsolidated affiliates		6,125		639		527		4,220		840
Fixed charges		11,096		50,459		64,553		57,907		57,744
Earnings	$	57,745	$	203,774	$	242,286	$	239,182	$	256,303
Interest	$	10,484		47,831	$	61,576	$	56,869	$	56,837
Amortization of premiums and other		612		2,628		2,977		1,038		907
Fixed Charges	$	11,096	$	50,459	$	64,553	$	57,907	$	57,744
Ratio of Earnings to Fixed Charges		5.20		4.04		3.75		4.13		4.44

EX-99.1

Exhibit 99.1

STATEMENT OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Form 10-Q of Universal Corporation for the period ended September 30, 2002, I, Henry H. Harrell, Chairman and Chief Executive Officer of Universal Corporation, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(a)  such Form 10-Q for the period ended September 30, 2002 fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended; and

(b)  the information contained in such Form 10-Q for the period ended September 30, 2002 fairly presents, in all material respects, the consolidated financial condition and results of operations of Universal Corporation and its subsidiaries as of and for the periods presented in such Form 10-Q.

By:     /s/ Henry H. Harrell	Date: November 7, 2002
Henry H. Harrell
Chairman and Chief Executive Officer

EX-99.2

Exhibit 99.2

STATEMENT OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Form 10-Q of Universal Corporation for the period ended September 30, 2002, I, Hartwell H. Roper, Vice President and Chief Financial Officer of Universal Corporation, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(a)  such Form 10-Q for the period ended September 30, 2002 fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended; and

(b)  the information contained in such Form 10-Q for the period ended September 30, 2002 fairly presents, in all material respects, the consolidated financial condition and results of operations of Universal Corporation and its sub sidiaries as of and for the periods presented in such Form 10-Q.

By:     /s/ Hartwell H. Roper	Date: November 7, 2002
Hartwell H. Roper
Vice President and Chief Financial Officer