PRICING SUPPLEMENT NO. 2

 

to the

 

Prospectus dated August 6, 2003

 

And the Prospectus Supplement dated October 1, 2003

 

Universal Corporation

 

$400,000,000

 

Medium-Term Notes, Series C

 

The notes being purchased have the following terms:

 

PRINCIPAL AMOUNT: $95,000,000

 

STATED MATURITY: September 1, 2011

 

SPECIFIED CURRENCY: U.S. Dollars

 

FIXED INTEREST RATE: 5.00% per annum

 

ORIGINAL ISSUE DATE: August 19, 2004

 

TIME OF SALE: August 16, 2004

 

TIME OF DELIVERY: August 19, 2004

 

CUSIP: 91345H AU 9

 

PRICE TO PUBLIC:		99.343% per Note, plus accrued interest from and including the Original Issue Date, if any

 

AUTHORIZED DENOMINATIONS:		Minimum denominations of $1,000 and integral multiples thereof.

 

AGENTS:		Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc.

 

AGENTS’ COMMISSION:		0.600%

 

NET PROCEEDS TO UNIVERSAL CORPORATION:		$ 93,805,850 in the aggregate; 98.743% per Note

 

THIS OFFERING IS SUBJECT TO REOPENING AT A LATER TIME TO OFFER ADDITIONAL NOTES HAVING THE SAME TERMS AS THE NOTES BEING PURCHASED.

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DEPOSITARY: DTC

 

FORM OF NOTE:

 

•

global registered book-entry form only: Yes

 

•

non-global form available: Upon certain events as described in the Prospectus

 

•

bearer note: No

 

REDEMPTION AND REPAYMENT: Not redeemable or repayable prior to stated maturity

 

SINKING FUND PROVISIONS: No sinking fund provisions

 

FIXED RATE NOTES:

 

•

annual rate: 5.00% per annum

 

•

interest payment dates: Each March 1 and September 1, commencing March 1, 2005

 

•

regular record date: Close of business on the 15th calendar day next preceding the interest payment date

 

DEFEASANCE AND COVENANT DEFEASANCE:

 

The Company may effect defeasance or covenant defeasance with respect to the Notes upon meeting certain conditions as set forth in the Indenture.

 

OTHER INFORMATION:

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the adequacy or accuracy of the Prospectus, the Prospectus Supplement or this Pricing Supplement. Any representation to the contrary is a criminal offense.

 

Terms used and not defined herein but defined in the Prospectus Supplement and Prospectus are used herein as therein defined.

 

UNIVERSAL CORPORATION

 

Pricing Supplement dated August 16, 2004