UNIVERSAL CORP /VA/ — Director's Dealing 2012

May 3, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2012-03-31

Reporting Person: WHELAN KAREN M L (VP & Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	31760	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
stock appreciation rights	$62.66	2015-03-31	Common stock (9600)	9600	Direct
stock appreciation rights	$51.32	2015-03-31	Common stock (6400)	6400	Direct
stock appreciation rights	$35.30	2015-03-31	Common stock (4600)	4600	Direct
stock appreciation rights	$39.71	2015-03-31	Common stock (5200)	5200	Direct

Footnotes

F1: individual retired on 3/31/2012, all restricted stock and restricted stock units are vested, however payment will be delayed under Section 409A(a)(2)(B)(i) of the Code as of the date of her retirement. Payment shall not be made until the date which is six months after the date of the Participant's retirement.

F2: All SARs are exercisable in full upon retirement. The SARs will continue to be exercisable for thirty-six months beginning on the date the Executive retires.