2003 Committee Charter : UVV

Universal Corporation
Board of Directors
Executive Compensation and Nominating Committee Charter
Effective August 2, 2001
I. Establishment and Purpose
1.1 The Executive Compensation and Nominating Committee (the "Committee")
of the Board of Directors ("Board") of Universal Corporation ("Universal") is
responsible, subject to approval of the Board, for establishing and
maintaining a competitive compensation program for the Directors and
Executives of Universal in order to attract, retain and motivate key
contributors to the success of Universal. The Committee shall make
recommendations to the Board with respect to such compensation program as
the Committee deems appropriate. The Committee is also responsible for
determining criteria for Board membership, for identifying specific
individuals for nomination to the Board and for making recommendations to
the Board with respect to such nominations.
1.2 For purposes of this Charter, "Directors" refers to non-employee members of
the Board of Universal and "Executive" refers to the Chief Executive Officer
of Universal, any corporate officers named in the proxy statement who report
to the Chief Executive Officer of Universal, and any other employee or class
of employees of Universal or its subsidiaries designated by the Committee to
be "Executive" for purposes of this Charter.
II. Composition and Term of Office
2.1 The Committee shall consist of three or more Directors each of whom is
"independent" under the standards of the New York Stock Exchange
applicable to membership on the Audit Committee, and a "non-employee
director" within the meaning of Rule 16b-3 under the federal securities laws.
Members of the Committee shall be appointed annually by the Board at its
annual meeting or as necessary to fill vacancies in the interim.
2.2 Annually, at its meeting in October, the Board shall appoint the members of
the Committee for the ensuing year. The Board may, at any time and in its
complete discretion, remove any member of the Committee and may fill any
vacancy in the Committee.
2.3 A majority of the Committee members (but not less than two) shall comprise
a quorum of the Committee, sufficient to conduct a meeting. Members of the
Committee may be present at a meeting or may participate by telephone or
through other methods of telecommunication, as determined by the
Committee.
2.4. The Committee may seek the assistance and counsel of outside advisors at
Universal's expense, as the Committee determines appropriate.
III. Duties and Responsibilities Executive Compensation Functions
3.1 The duties and responsibilities of the Committee with respect to its executive
compensation functions are as follows:
(a) To review and approve recommendations from the Chief Executive
Officer with respect to a compensation strategy for Directors and
Executives so as to ensure that Executives are rewarded appropriately
for their contributions to the company's success and that the executive
compensation strategy supports the organization's objectives and
shareholder interests. The current compensation strategy is attached
as Exhibit A;
(b) To review periodically the compensation (including, as appropriate,
retainers, meeting fees, long-term incentive compensation, benefits
and perquisites) for each Director and make recommendations to the
Board for approval;
(c) To evaluate annually the performance of the Chief Executive Officer
and to determine annually the individual elements of total
compensation (base salary, annual incentive target opportunity, and
long-term incentive opportunity) for the Chief Executive Officer;
(d) To review and approve annually the individual elements of total
compensation (base salary, annual incentive target opportunity, and
long-term incentive opportunity), as recommended by the Chief
Executive Officer, for Executives other than the Chief Executive
Officer;
(e) To recommend to the Board for approval any incentive plans or
amendments to existing plans (annual or long-term), including plans
and amendments which provide for payment in Universal stock or
based on the value of Universal stock, which the Committee has
determined appropriate to achieve the compensation strategy, and to
provide for submission of such plans to shareholders, where
appropriate;
(f) To review and approve the recommendations of the Chief Executive
Officer with respect to annual incentive compensation plans, and to
assure that such plans are administered in a manner consistent with
the compensation strategy and the terms of any relevant plans;
(g) To review and approve the recommendations of the Chief Executive
Officer with respect to stock option grants, long-term incentive award
levels or other incentives, and to assure that such long-term incentive
programs are administered in a manner consistent with the
compensation strategy and the terms of any relevant plans;
(h) To review annually competitive compensation practices;
(i) To review periodically management succession issues; and
(j) To undertake such other responsibilities; tasks or projects as the Board
may delegate or assign to the Committee from time to time.
IV. Duties and Responsibilities Nominating Functions
4.1 The duties and responsibilities of the Committee with respect to its
nominating functions are as follows:
(a) To devise criteria for membership on the Board;
(b) To identify specific individuals for nomination to Board positions;
(c) To solicit and review recommendations of the Chief Executive Officer
with respect to specific nominees for Board positions; and
(d) To accept and review other recommendations with respect to specific
nominees for Board positions;
4.2 The Committee shall also, as needed, review changes in employment stature
of the outside directors and make recommendations to the Board regarding reelection
of any such directors.
V. Implementation of Duties
5.1 The Committee may establish such rules, regulations and procedures as it
determines appropriate and reasonably necessary for it to undertake its
duties and responsibilities as set forth in this Charter.
5.2 The Committee shall maintain appropriate procedures to insure that
accurate meeting agendas and minutes are prepared and filed in draft form
as soon as practicable, with such meeting minutes presented to the
Committee for approval at the next regularly scheduled Committee meeting.
Such meeting agendas and minutes shall be filed in the Committee minute
book upon approval.
VI. Reporting
6.1 The Committee is accountable to the Board and shall report to the Board on
its activities at such times as requested by the Board.
VII. Schedule of Activities
The major annual activities of the Committee are as follows:
June Review report from the Chief Executive Officer on performance
of other Executives and recommendations for salary changes
Review and approve annual base salary adjustments
Review competitiveness of compensation program
July Approve Compensation Committee Report
Approve annual incentives plan awards
Approve annual incentive plan performance targets/formula
design for ensuing year
December Approve stock option grants/awards
As appropriate Recommend to the Board for consideration and approval any
new or amendments to any existing executive incentive plan or
executive benefit plan
As appropriate Address key new hires, retention and succession issues
As appropriate Address nominating issues
VIII. Amendment
The Committee shall suggest to the Board for approval any amendments to this
Charter, including the schedule of activities, as the Committee deems appropriate
to ensure that the Charter accurately reflects the Committee's duties,
responsibilities and activities.
EXHIBIT A:
Compensation Strategy
The compensation strategy of the Executive Compensation and Nominating
Committee is as follows:
(a) To administer Universal's executive compensation and benefits to
attract, motivate, reward and retain the management talent required
to achieve Universal's business objectives, at compensation levels that
are fair and equitable and competitive with those of comparable
companies;
(b) To link compensation to individual and corporate performance;
(c) To ensure market competitiveness of individual compensation levels
for Universal executives; and
(d) To encourage significant stock ownership by senior management in
order to align the financial interest of senior management with those
of the shareholders.