o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

T	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Materials under § 240.14a-12

T	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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DATE AND TIME:	Wednesday, May 21, 2014, at 10:00 a.m. Central Time

PLACE:	United Fire Group, Inc. First Floor Conference Room 109 Second Street SE Cedar Rapids, Iowa

ITEMS OF BUSINESS:	At the meeting, we will ask shareholders to:

1)	Elect five (5) Class A directors to three-year terms expiring in 2017.

2)	Amend United Fire Group, Inc.’s Stock Plan.

3)	Ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2014.

4)	Consider and vote upon an advisory non-binding proposal approving the compensation of our named executive officers.

5)	Vote upon such other matters as may properly come before the meeting or at any adjournment or postponement thereof.

WHO CAN VOTE:	You can vote if you were a shareholder of record on March 21, 2014.

2013 ANNUAL REPORT:	On or about April 8, 2014, we will mail to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our Annual Meeting.

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•	In person: We will distribute paper ballots to anyone who wishes to vote in person at the Annual Meeting. However, if you hold your shares in street name, you must request a proxy card from your broker and bring it to the meeting in order to vote in person at the Annual Meeting.

•

By mail: Complete and sign your proxy card and return it by mail in the enclosed business reply envelope. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If an additional proposal comes up for a vote at the Annual Meeting that is not on the proxy card, your shares will be voted in the best judgment of the authorized proxies, Jack B. Evans and Neal R. Scharmer.

•	By telephone: To vote your shares by telephone, call the toll-free telephone number on your proxy card. You must have a touch-tone or cellular telephone to use this voting method. You will need to follow the instructions on your proxy card and the voice prompts to vote your shares.

•	Via the Internet: If you have Internet access available to you, you may go to the website listed on your proxy card to vote your shares via the Internet. You will need to follow the instructions on your proxy card and the website to vote your shares.

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•	delivering written notice to our transfer agent, Computershare Trust Company, N.A., at its proxy tabulation center at P. O. Box 30170, College Station, TX 77842-3170;

•	delivering written notice to the Corporate Secretary of United Fire Group, Inc. at P.O. Box 73909, Cedar Rapids, Iowa 52407-3909;

•	executing and delivering a later-dated proxy; or

•	appearing and voting in person at the Annual Meeting. Attendance at the Annual Meeting will not, by itself, revoke a previously granted proxy.

•	Code of Ethics and Business Conduct

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•	Corporate Governance Guidelines

•	Committee Charters – Audit Committee, Compensation Committee, Executive Committee, Investment Committee, Nominating and Governance Committee and Risk Management Committee

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•	Each candidate must be prepared to represent the best interests of all of our shareholders and not just one particular constituency.

•	Each candidate must be an individual who has demonstrated integrity and ethics in the candidate’s personal, business, and professional life and has an established record of business and professional accomplishment.

•	Neither the candidate nor the candidate’s family members (as defined in the NASDAQ Listing Rules), affiliates or associates (as defined in Rule 405 promulgated under the Securities Act of 1933) shall have any material personal, financial, or professional interest in any present or potential competitor of ours.

•

Each candidate must, as a director, participate fully in Board of Directors activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board of Directors and the committee(s) of which he or she is a member and not have other personal, business or professional commitments that would interfere with or limit his or her ability to do so.

•	Each candidate must be willing to make, and financially capable of making, an investment in Company Common Stock as required by our Articles of Incorporation and as provided for in a policy adopted by our Board of Directors.

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•	Each candidate should contribute to the Board of Director’s overall diversity, diversity being broadly construed to mean a variety of opinions, perspectives, personal experience, business experience, professional experience, and backgrounds (such as gender, race, and ethnicity), as well as other differentiating characteristics.

•	Each candidate should contribute positively to the existing chemistry and collaborative culture among the directors.

•	Each candidate should possess professional, business, and personal experience and expertise relevant to the Company’s business. In this regard, the Nominating and Governance Committee will consider financial, management and business background, personal and educational background and experience, community leadership, independence and other qualifications, attributes and potential contributions.

•	the candidate’s personal qualifications as discussed above;

•	the past and future contributions of our current directors, and the value of continuity and prior experience on our Board of Directors;

•	the existence of one or more vacancies on our Board of Directors;

•	the need for a director to possess particular attributes or particular experience or expertise; and

•	other factors that it considers relevant, including any specific qualifications the Nominating and Governance Committee adopts from time to time.

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(1)

Audit Fees. “Audit” fees consist of fees for professional services rendered for the audit of United Fire Group, Inc.’s Consolidated Financial Statements and internal control over financial reporting, review of the interim Consolidated Financial Statements included in quarterly reports, services that are normally provided by the independent registered public accounting firm in connection with statutory or regulatory filings or engagements, and services that generally only the independent registered public accounting firm can reasonably provide.

(2)

Audit-Related Fees. “Audit-Related” fees consist of fees for assurance and related services that are traditionally performed by the independent registered public accounting firm and are reasonably related to the performance of the audit or the review of our financial statements, but are not reported as “Audit” fees. Audit-related fees billed to us by Ernst & Young LLP in 2013 and 2012 related to the audit of our employee benefit plans, including our 401(k) Plan and our defined benefit pension plan.

(3)	Tax Fees. Tax fees billed to us by Ernst & Young LLP in 2013 and 2012 related to tax compliance, tax advice, or tax planning services rendered to us.

(4)	All Other Fees. During 2013 and 2012, there were no fees billed to us by Ernst & Young LLP for any professional services rendered other than those described above.

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•	reviewed and discussed the audited Consolidated Financial Statements with management;

•	discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board;

•	received from Ernst & Young LLP the written disclosures regarding the auditors' independence required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence; and

•	discussed with the independent auditors, the auditors' independence.

*	This report is not “soliciting material” and is not deemed “filed” with the Securities and Exchange Commission (“SEC”). The incorporation by reference of this proxy statement into any document filed with the SEC by the Company shall not be deemed to include this report unless such report is specifically stated to be incorporated by reference into such document.

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•	Our executive compensation encourages executive decision-making that is aligned with the long-term interests of our shareholders.

•	Bonuses and equity awards for named executive officers are tied to specific performance goals.

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We do not have any employment agreements with our executive officers, and we do not provide cash severance payments upon termination of employment or in connection with a change in control. However, our deferred compensation plan, which applies only to certain executive officers, including the named executive officers, provides for acceleration of vesting upon the occurrence of a change in control. For information regarding payments related to our defined benefit pension plan, options and restricted stock, see Potential Payments Upon Termination Or Change In Control - 2013 beginning on page 58 of this proxy statement.

•	We encourage long-term stock ownership by our executive officers with award features such as 20 percent vesting of stock option awards beginning on the first anniversary of the grant and no vesting of restricted stock until the fifth anniversary of the grant.

•	We have adopted stock ownership guidelines for our executive officers.

•	Our compensation uses a balance of short- and long-term performance metrics to encourage the efficient management of our business and minimize excessive risk-taking.

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(1)

Based on a Schedule 13G (Amendment No. 4) filed with the SEC on February 13, 2014, the number of securities beneficially owned by Mrs. McIntyre as of December 31, 2013 includes: 2,504,999 shares for which Mrs. McIntyre holds sole voting and investment power; 491,863 shares for which Mrs. McIntyre holds shared voting and investment power. According to her Form 5 filed with the SEC on February 13, 2014, Mrs. McIntyre is also the lifetime beneficial owner of 449,675 shares held by the Dee Ann McIntyre Marital Election Trust dated October 6, 2009. According to Company records, Mrs. McIntyre holds stock options for 43,000 shares that are currently vested and exercisable on or before sixty (60) days from the date of this proxy statement.

(2)	Based on a Schedule 13G (Amendment No. 5) filed with the SEC on February 10, 2014, the number of securities beneficially owned by Dimensional Fund Advisors LP as of December 31, 2013 includes: 2,118,390 shares for which it holds sole voting power and 2,151,163 shares for which it holds sole investment power.

(3)	Based on a Schedule 13G (Amendment No. 12) filed with the SEC on February 11, 2014, the number of securities beneficially owned by EARNEST Partners, LLC as of December 31, 2013 includes: 863,615 shares for which it holds sole voting power, 282,254 shares for which it holds shared voting power and 2,067,388 shares for which it holds sole investment power.

(4)	Based on a Schedule 13G (Amendment No. 4) filed with the SEC on January 31, 2014, the number of securities beneficially owned by BlackRock, Inc. as of December 31, 2013 includes: 1,826,075 shares for which it holds sole voting power and 1,913,664 shares for which it holds sole investment power .

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(1)	The inclusion in this table of any shares shown as beneficially owned does not constitute admission of beneficial ownership.

(2)	Includes 528 shares owned individually by Mr. Besong and stock options for 351 shares that are exercisable by Mr. Besong on or before sixty (60) days from the date of this proxy statement. None of Mr. Besong’s shares are pledged as security.

(3)	Includes 103,933 shares owned individually by Mr. Carlton; 34,540 shares owned in accounts for the benefit of Mr. Carlton’s children; and stock options for 1,209 shares that are exercisable by Mr. Carlton on or before (60) days from the date of this proxy statement. None of these shares are pledged as security.

(4)

Includes 5,002 shares owned individually by Mr. Drahozal; 2,674 shares owned jointly by Mr. Drahozal and his wife; 243,086 shares owned individually by Mr. Drahozal’s wife; 74,714 shares owned in accounts for the benefit of Mr. Drahozal’s children; 491,863 shares owned by the McIntyre Foundation, of which Mr. Drahozal’s wife serves as one of three directors; 66,898 shares owned by the J. Scott McIntyre Trust FBO the Kaye Drahozal Family, of which Mr. Drahozal and his wife serve as co-trustees; and stock options for 13,360 shares that are exercisable by Mr. Drahozal on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(5)

Includes 1,337 shares owned individually by Mr. Ernst; 5,694 shares owned in a Company 401(k) account for Mr. Ernst’s benefit; 435 shares held in an ESOP account for Mr. Ernst’s benefit; 1,086 shares held individually by Mr. Ernst’s wife; and stock options for 24,979 shares that are exercisable by Mr. Ernst on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(6)

Includes 32,908 shares owned individually by Mr. Evans; 2,000 shares held in a 401(k) account for Mr. Evan’s benefit; 3,674 shares held in an individual retirement account for Mr. Evans’ benefit; 2,024 shares held in an IRA account for the benefit of Mr. Evans’ wife; and stock options for 10,204 shares that are exercisable by Mr. Evans on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

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(7)	Includes 5,002 shares owned individually by Mr. Hultquist and stock options for 10,027 shares that are exercisable by Mr. Hultquist on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(8)	Includes 2,481 shares owned individually by Ms. Lyons; 3,700 shares owned in a Company 401(k) account for Ms. Lyons’ benefit; 1,388 shares held in an ESOP account for Ms. Lyons’ benefit and stock options for 32,045 shares that are exercisable by Ms. Lyons on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(9)	Includes 10,486 shares owned individually by Ms. Mahon; 1,000 shares held in an individual retirement account for Ms. Mahon’s benefit; and stock options for 15,360 shares that are exercisable by Ms. Mahon on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(10)	Includes 12,245 shares owned individually by Mr. Milligan and stock options for 15,360 shares that are exercisable by Mr. Milligan on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(11)	Includes 3,002 shares owned individually by Mr. Noyce; 2,000 shares held in a trust account for Mr. Noyce’s wife and stock options for 5,027 shares that are exercisable by Mr. Noyce on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(12)	Includes 1,625 shares owned individually by Mr. Phillips; 1,100 shares held in an individual retirement account for Mr. Phillips’ benefit; and stock options for 1,209 shares that are exercisable by Mr. Phillips on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(13)	Includes 8,202 shares owned individually by Ms. Quass and stock options for 13,360 shares that are exercisable by Ms. Quass on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(14)

Includes 9,300 shares owned individually by Mr. Ramlo; 900 shares owned jointly by Mr. Ramlo and his wife; 350 shares owned individually by Mr. Ramlo’s wife; 1,741 shares held in an ESOP account for Mr. Ramlo’s benefit; and stock options for 61,142 shares that are exercisable by Mr. Ramlo on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(15)

Includes 1,002 shares owned individually by Mr. Rife; 25,661 shares owned jointly by Mr. Rife and his wife; 1,341 shares owned individually by Mr. Rife’s wife; 6,454 shares held in an individual retirement account for Mr. Rife’s benefit; 421 shares held in a simplified employee pension account for Mr. Rife’s benefit; 491,863 shares owned by the McIntyre Foundation, for which Mr. Rife serves as one of three directors; and stock options for 68,027 shares that are exercisable by Mr. Rife on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(16)	Includes 3,218 shares owned individually by Mr. Scharmer; 800 shares held in a Company 401(k) account for Mr. Scharmer’s benefit; 829 shares held in an ESOP account for Mr. Scharmer’s benefit; and stock options for 21,083 shares that are exercisable by Mr. Scharmer on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(17)

Includes 1,002 shares owned individually by Mr. Skogman; 200 shares held in an individual retirement account for Mr. Skogman’s benefit; 670 shares held in a simplified employee pension account for Mr. Skogman’s benefit; 16,230 shares owned jointly by Mr. Skogman and his wife; 2,500 shares owned by Mr. Skogman’s wife; 2,000 shares held in a trust account for Mr. Skogman’s wife; 150 shares held in an individual retirement account for the benefit of Mr. Skogman’s wife; and stock options for 13,360 shares that are exercisable by Mr. Skogman on or before sixty (60) days from the date of this proxy statement. None of these shares are pledged as security.

(18)	Includes 100 shares owned jointly by Ms. Voss and her husband. None of these shares are pledged as security.

(19)

Includes 7,285 shares owned individually by Mr. Wilkins; 2,272 shares held in a Company 401(k) account for Mr. Wilkins’ benefit; 220,468 shares held in the United Fire Group Employee Stock Ownership Plan for which Mr. Wilkins serves as one of two plan trustees (only 1,824 of these plan shares are held for Mr. Wilkins’ benefit); and stock options for 38,543 shares that are exercisable by Mr. Wilkins on or before sixty (60) days from the date of this proxy statement. Mr. Wilkins disclaims beneficial ownership of any shares owned by the United Fire Group Employee Stock Ownership Plan that are not allocated specifically for his benefit. None of the shares shown in the table as beneficially owned by Mr. Wilkins are pledged as security.

(20)	Because the shares owned by the McIntyre Foundation are attributed to both Mr. Drahozal and Mr. Rife., we have deducted 491,863 shares from the total number of shares owned by all officers, directors and director nominees to eliminate double counting.

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(1)	All of the securities remaining available for issuance under this plan may be issued as unrestricted or restricted stock, stock options or stock appreciation rights.

(2)	All of the securities remaining available for issuance under this plan may be issued as either restricted stock or stock options.

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•	our return on equity increased to 10.1 percent, up from 5.6 percent in 2012;

•	our combined ratio decreased to 94.8 percent, down from 101.2 percent in 2012;

•	our net income increased to $76.1 million, up from $40.2 million in 2012;

•	our catastrophe losses totaled $30.2 million, down from $64.7 million in 2012; and

•	the book value of our common stock increased to $30.87, up from $28.90 in 2012.

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•	attract and retain qualified individuals;

•	provide compensation that is fair, reasonable and competitive with our industry peers; and

•	provide sufficient incentive opportunities that are linked to the execution of our business strategy and the interests of our shareholders.

•	The Compensation Committee must be composed of only independent directors, with a minimum of three members.

•	The Compensation Committee must conduct at least two meetings each calendar year.

•	The Compensation Committee is directly responsible for and has the resources and authority to retain and compensate any outside counsel, expert, consultant or advisor it deems appropriate and necessary.

•	Annually review and recommend to the Board of Directors for approval the salaries, incentive awards and other compensation for all of our named executive officers.

•	Review and discuss with management the information reported in the Compensation Discussion and Analysis section of the Company’s proxy statement, and based on the review and discussions recommend to the Board of Directors that it be included in the proxy statement for our annual meeting and incorporated by reference in our Annual Report on Form 10-K.

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•	Prepare and approve the Compensation Committee Report for inclusion in the proxy statement for our annual meeting.

•	Approve and grant, or recommend to the Board of Directors the approval and granting of stock options, restricted stock, and other types of equity-based compensation in accordance with the terms of our equity-based compensation plans.

•	Periodically review, evaluate and report to the Board of Directors concerning the competitiveness of our compensation programs for the named executive officers.

•	Annually evaluate the Compensation Committee Charter and the Compensation Committee’s performance and make such reports to the Board of Directors as it deems warranted.

•

Performance. The Compensation Committee has linked the compensation of our named executive officers to the Company’s attainment of key performance goals. The Compensation Committee considers the individual’s performance and contribution to Company performance, and where applicable, to their business unit performance. The Compensation Committee and Board of Directors believe that tying each named executive officer’s compensation to key performance goals creates an incentive for the executive to attain the Company’s objectives and further align his or her interests with our shareholders.

•	Fairness and Reasonableness. We strive to provide compensation and benefit programs that are fair and competitive with our industry peers, while reasonably rewarding our named executive officers for their service based on their performance.

•	Cost. By designing compensation programs that we believe are cost-effective and affordable, we strive to provide appropriate incentives and motivation to our named executive officers that will continue to increase value to our shareholders.

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•	Industry group - insurance carriers and property and casualty insurance, eliminating life companies

•	Geographic location - national

•	Assets - near $3.6 billion (consolidated group)

•	Premiums written - near $700 million (consolidated group)

•	Donegal Group Inc.

•	EMC Insurance Group Inc.

•	Horace Mann Educators Corporation

•	Meadowbrook Insurance Group Inc.

•	Selective Insurance Group Inc.

•	State Auto Financial Corporation

•	Amtrust Financial Services

•	Employers Holdings Inc.

•	Harleysville Group Inc.*

•	Navigators Group Inc.

•	Infinity Property & Casualty Corporation

•	Mercury General Corporation

•	OneBeacon Insurance Group

•	RLI Corporation

•	Tower Group Inc.

•	Benchmark Database Executive©; William M. Mercer

•	Comp Analyst; Salary.com/Kenexa for Professionals

•	Executive Assessor©; Economic Research Institute (ERI)

•	Salary Budget Survey; WorldatWork

•	Survey Report on Insurance Industry Management Personnel Compensation©; Towers Watson

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•	a balanced mix of cash-based and equity-based compensation;

•	variable compensation based on a variety of key performance goals, including Company metrics, business unit metrics, where appropriate, and individual performance goals;

•	a balanced mix of short-term and long-term incentives;

•	threshold performance levels that must be achieved to earn incentives;

•	maximum award limits for annual incentive awards and equity-based compensation;

•	time-based vesting requirements for equity-based compensation; and

•	stock ownership guidelines for named executive officers.

•	a fair, reasonable and competitive base salary is essential to attract and retain strong management;

•	annual performance-based cash awards recognize and reward both individual achievement and the named executive officer’s role in overall Company performance; and

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•	equity-based compensation helps our named executive officers to “think like owners” and, therefore, aligns their interests with those of our shareholders.

•	Randy A. Ramlo - In establishing Mr. Ramlo’s base salary for 2013, the Compensation Committee considered the following factors when assessing his performance as CEO:

◦

Mr. Ramlo’s performance compared to his goals and objectives for 2012, which included the following: attaining specified targets relating to return on equity, written premium levels, investor visits, underwriting expense ratio and life company income; the expansion of certain business products; generating additional business from newly appointed agents in geographic areas where we are underrepresented; growing certain predetermined areas identified by the Board of Directors; increasing certain business written in our service center; establishing a new unit for specific products; establishing risk and capital statements; and establishing risk tolerance levels for presentation to our Board of Directors;

◦

factors that could hinder the achievement of Mr. Ramlo’s goals, including: failure to take advantage of hardening market conditions within the insurance industry, failure to successfully execute integration of the Mercer Insurance Group into our automation platform; investing in risky assets in an attempt to generate more investment yield; large weather events striking areas where we have heavy concentrations of insured risks; and the loss of key employees;

◦	the Company’s performance relative to the insurance industry, with an emphasis on the performance of our peer companies; and

◦	Mr. Ramlo’s overall performance as our President and Chief Executive Officer.

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Other Named Executive Officers - Mr. Ramlo evaluated the other named executive officers’ individual performance and contributions made toward achieving the Company’s business objectives. He presented his report and salary recommendations to the Compensation Committee. The Compensation Committee considered Mr. Ramlo’s assessments and recommendations along with its own evaluations to determine the compensation for these named executive officers to be recommended to the Board of Directors:

◦	Dianne M. Lyons – Mr. Ramlo and the Compensation Committee based their evaluation of Ms. Lyons on a number of performance and experience criteria, including timeliness and accuracy of financial

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Michael T. Wilkins – Mr. Ramlo and the Compensation Committee based their evaluation of Mr. Wilkins on the following performance and experience criteria: personal lines underwriting experience; the implementation and quality of our reinsurance program in general and our catastrophe coverage in particular, including pricing negotiations; overseeing the long-term profitability of our assumed reinsurance business; evaluation and analysis of our catastrophe exposure; management of our product development and rate setting functions; maintaining industry competitiveness through the use of information technology and web-based applications; the efficiency of our information technology operations; his duties as integration leader related to the acquisition of Mercer Insurance Group; his contribution toward the attainment of our corporate return on equity goal; and growth and development in his role as Executive Vice President.

◦

Barrie W. Ernst – Mr. Ramlo and the Compensation Committee based their evaluation of Mr. Ernst on the following performance and experience criteria: management of our investment portfolio during challenging economic times; maintaining adequate return on investments and cash flow management to meet our ongoing financial obligations; maintaining a net yield on investments comparable to other insurance companies similar to us in size and business model; hiring and management of various outside investment firms, including those responsible for the investments of our defined benefit pension plan; and the ability to limit our exposure to below investment grade securities as identified by the National Association of Insurance Commissioners.

◦

Neal R. Scharmer – Mr. Ramlo and the Compensation Committee based their evaluation of Mr. Scharmer on the following performance and experience criteria: positive management and settlement of claims and other litigation, particularly as related to large or complex losses; negotiation and review of key vendor contracts; hiring and management of various outside legal counsel used by our Company; management of outside legal expenses incurred by our Company; and hiring, development and management of our in-house legal staff.

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(1)	50th percentile for named executive officers as determined by CRI’s Executive Compensation Study, which used both peer group data and published survey data.

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•	ROE lower than 4 percent, plan participants receive no awards;

•	ROE between 4 and 8 percent, plan participants receive awards equal to 35 percent of the equity pool;

•	ROE between 8 and 12 percent, plan participants receive awards equal to 50 percent of the equity pool;

•	ROE between 12 and 20 percent, plan participants receive awards equal to 65 percent of the equity pool; and

•	ROE greater than 20 percent, plan participants receive awards equal to 80 percent of the equity pool.

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•	identifies appropriate performance measures and recommends to the Compensation Committee performance targets that the Compensation Committee and the Board of Directors may use to determine annual and long-term incentive awards;

•	develops compensation guidelines for each named executive officer position other than his own;

•	annually recommends to the Compensation Committee the base salary for each executive position other than his own; and

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•	briefs each named executive officer on the performance goals and stock ownership guidelines established for that executive’s position.

•	The Compensation Committee identifies appropriate performance measures.

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The Compensation Committee considers the compensation principles discussed under the heading Compensation and Benefits Philosophy as well as each of the Company’s compensation elements, and reviews market data from CRI’s Executive Compensation Study. Based on that consideration and review, it annually recommends to the Board of Directors the base salary, annual incentive compensation and long-term incentive awards for our Chief Executive Officer. The Board of Directors reviews and considers the proposals of the Compensation Committee and makes its final determination based on what it believes to be in the interests of the Company and our shareholders.

•	reviewing and advising on all principal aspects of compensation for named executive officers, including base salaries, equity awards and annual incentive plan awards for named executive officers;

•	reviewing and advising the Compensation Committee on compensation for non-employee directors;

•	providing advice and input to the Compensation Committee on the identification and selection of appropriate peer companies; and

•	providing advice on compensation matters for named executive officers and non-employee directors as requested by the Compensation Committee.

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•	CRI employees who provide consulting services to the Compensation Committee shall not provide any other services to the Company.

•	CRI employees who provide services to the Compensation Committee shall report only to the committee, shall not provide reports to our human resources department or to management, and shall not meet with our human resources department or management unless specifically requested to do so by the Compensation Committee.

•	CRI employees who provide services to the Compensation Committee shall keep confidential and separate from management all information provided by or to the Compensation Committee.

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(1)

Equity ownership targets for Mr. Ramlo as a Tier 3 executive were calculated as the number of shares equal to two times his base salary on January 1, 2008 divided by the closing price of Company Common Stock on January 1, 2008. Equity ownership targets for named executive officers in Tier 2 were calculated as the number of shares equal to one and one half times their base salary on January 1, 2008 divided by the closing price of Company Common Stock on January 1, 2008. Equity ownership targets for executive officers in Tier 1 were calculated as the number of shares equal to their base salary on January 1, 2008 divided by the closing price of our Company Common Stock on January 1, 2008.

(2)

Shares held either directly or indirectly and any shares of restricted stock (whether vested or unvested) held by the named executive officer are counted toward the target number of shares. Any unexercised stock options (whether vested or unvested) held by the named executive officer are not counted toward the target number of shares. The target number of shares are the number of shares to be held by the named executive officer by December 31, 2013, or within five years of becoming subject to United Fire's stock ownership guidelines for officers, whichever is later.

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(1)	Amounts in this column for 2012 include amounts earned in 2012, but paid in 2013. These amounts are based on the achievement of Company performance goals for 2012. These amounts were $20,000 for Mr. Ramlo, $12,000 for Ms. Lyons, $14,000 for Mr. Wilkins and $8,000 for Mr. Scharmer.

(2)

Amounts in this column represent the aggregate grant date fair value for options and restricted stock issued during 2013 and 2011, each is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. To calculate the option amounts we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

(3)

All employees are eligible to participate in our annual performance-based cash award plan if they (a) have worked for us for at least twelve months, (b) have 1,000 hours of service during the calendar year and (c) are in our employ at the time the cash awards for that year are paid. The amounts shown in this column are those amounts earned by the executive for the year shown. These amounts were determined and paid in the subsequent year. For example, any non-equity incentive plan awards shown for 2013 were earned in 2013, but determined and paid in 2014.

(4)

The 2013 amount in this column for Mr. Ramlo represents $6,148 in accrued pension benefit and $193 in above market deferred compensation earnings. The 2013 amount in this column for Ms. Lyons represents $6,610 in accrued pension benefit and $64 in above market deferred compensation earnings. The 2013 amount in this column for Mr. Wilkins represents $5,946 in accrued pension benefit and $69 in above market deferred compensation earnings. The 2013 amount in this column for Mr. Ernst represents $4,756 in accrued pension benefit and $304 in above market deferred compensation earnings. The 2013 amount in this column for Mr. Scharmer represents $8,983 in accrued pension benefit and $36 in above market deferred compensation earnings.

(5)

The 2013 amount in this column for Mr. Ramlo includes: (a) $8,263 in country club dues paid on Mr. Ramlo’s behalf; (b) $1,033 in tax gross-ups; and (c) $960 in premium for a Company-sponsored life insurance policy for Mr. Ramlo’s benefit. We did not include as personal travel on our Company aircraft $1,033 that Internal Revenue Service regulations require us to report as income for Mr. Ramlo. We excluded this amount because the primary purpose of the usage of the aircraft was business. See Perquisites under the Elements of Compensation section found on page 47 of this proxy statement for additional information.

(6)	The 2013 amount in this column for Ms. Lyons includes (a) $1,924 in country club dues paid on Ms. Lyons’ behalf; and (b) $960 in premium for a Company-sponsored life insurance policy for Ms. Lyons’ benefit.

(7)	The 2013 amount in this column for Mr. Wilkins includes (a) $6,084 in country club dues paid on Mr. Wilkins’ behalf; and (b) $960 in premium for a Company-sponsored life insurance policy for Mr. Wilkins’ benefit.

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(8)

The 2013 amount in this column for Mr. Ernst includes (a) $8,136 in country club dues paid on Mr. Ernst’s behalf; (b) $2,352 in tax gross-ups; and (c) $960 in premium for a Company-sponsored life insurance policy for Mr. Ernst’s benefit. We did not include as personal travel on company aircraft $2,352 that Internal Revenue Service regulations require us to report as income for Mr. Ernst. We excluded this amount because the primary purpose of the usage of the aircraft was business. See Perquisites under the Elements of Compensation section found on page 47 of this proxy statement for additional information.

(9)	The 2013 amount in this column for Mr. Scharmer represents $835 in premium for a Company-sponsored life insurance policy for Mr. Scharmer’s benefit.

•	Options vest 20 percent each year on the first five anniversaries of the grant date. Options vest immediately if we enter into an agreement to dispose of all or substantially all of our assets or capital stock. The Board of Directors has the authority under the Stock Plan to accelerate vesting of stock options in other circumstances at its discretion.

•	Options expire on the sooner of:

•	ten years after the option grant date;

•	one year after the termination of employment for reason of death or disability; or

•	30 days after the termination of employment for any reason other than death or disability, unless extended by the Board of Directors for up to one year after termination of employment.

•	The exercise price is the closing market price for Company Common Stock on the option grant date.

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(1)	We estimate the amounts shown in this column by assuming the achievement of the threshold level for the lowest weighted performance indicator used in our Annual Incentive Plan and by multiplying 2013 paid salary by 6.0 percent for Mr. Ramlo and 3.0 percent for Ms. Lyons and Messrs. Wilkins, Ernst and Scharmer.

(2)	We estimate the amounts shown in this column by assuming the achievement of target levels for all applicable performance indicators used in our Annual Incentive Plan and by multiplying 2013 paid salary by 40.0 percent for Mr. Ramlo and 25.0 percent for Ms. Lyons and Messrs. Wilkins, Ernst and Scharmer.

(3)	We estimate the amounts shown in this column by assuming the achievement of maximum levels for all applicable performance indicators used in our Annual Incentive Plan and by multiplying 2013 paid salary by 48.0 percent for Mr. Ramlo and 30.0 percent for Ms. Lyons and Messrs. Wilkins, Ernst and Scharmer.

(4)	The restricted stock awards represented in this column vest 100 percent on the fifth anniversary of the grant date, provided the named executive officer remains employed through the vesting date.

(5)	Option awards represented in this column vest 20.0 percent each year for the first five years beginning with the first anniversary of the grant date, provided the named executive officer remains employed through the applicable vesting date.

(6)

Amounts in this column represent the aggregate grant date fair value for option and restricted stock awards granted during 2013, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. To calculate the option amounts, we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on From 10-K for the year ended December 31, 2013.

(7)

There is no specific grant date for awards under our Annual Incentive Plan. We pay awards based on our 2013 performance during the first quarter of 2014. Please see the Compensation Discussion and Analysis section of this proxy statement for further information regarding the Annual Incentive Plan. Actual amounts paid to each named executive officer under our Annual Incentive Plan for 2013 are shown in the Summary Compensation Table – 2013 on page 51 of this proxy statement and were calculated based on each individual's base earnings for 2013.

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(1)	7,322 shares of restricted stock vest, subject to certain conditions, on 02/18/2016 and 5,304 shares of restricted stock vest, subject to certain conditions, on 02/15/2018.

(2)	The unexercisable portion of these options vests one-half each on 05/19/2014 and 05/19/2015.

(3)	The unexercisable portion of these options vests one-third each on 02/18/2014, 02/18/2015 and 02/18/2016.

(4)	The unexercisable portion of these options vests one-fifth each on 02/15/2014, 02/15/2015, 02/15/2016, 02/15/2017 and 02/15/2018.

(5)	3,580 shares of restricted stock vest, subject to certain conditions, on 02/18/2016 and 2,612 shares of restricted stock vest, subject to certain conditions, on 02/15/2018 .

(6)	3,894 shares of restricted stock vest, subject to certain conditions, on 02/18/2016 and 2,850 shares of restricted stock vest, subject to certain conditions, on 02/15/2018.

(7)	2,714 shares of restricted stock vest, subject to certain conditions, on 02/18/2016 and 1,933 shares of restricted stock vest, subject to certain conditions, on 02/15/2018.

(8)	1,974 shares of restricted stock vest, subject to certain conditions, on 02/18/2016 and 1,446 shares of restricted stock vest, subject to certain conditions, on 02/15/2018.

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(1)	All amounts reported in this column were reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table – 2013 on page 51 of this proxy statement.

(2)

All amounts reported in this column include above-market earnings reported as part of "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" in the Summary Compensation Table - 2013 on page 51 of this proxy statement. For Mr. Ramlo, this amount was $193. For Ms. Lyons, this amount was $64. For Mr. Wilkins, this amount was $69. For Mr. Ernst, this amount was $304. For Mr. Scharmer, this amount was $36.

(3)

The amount in this column for Mr. Ramlo includes (i) $22,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $1,377 reported as above market deferred compensation earnings in our 2013 proxy statement, and (ii) $17,290 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $901 reported as above market deferred compensation earnings in our 2012 proxy statement.

(4)

The amount in this column for Ms. Lyons includes (i) $6,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $532 reported as above market deferred compensation earnings in our 2013 proxy statement, and (ii) $6,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $389 reported as above market deferred compensation earnings in our 2012 proxy statement.

(5)	The amount in this column for Mr. Wilkins includes (i) $20,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $217 reported as above market deferred compensation earnings in our 2013 proxy statement. Mr. Wilkins did not participate in our Non-Qualified Deferred Compensation Plan prior to 2012.

(6)

The amount in this column for Mr. Ernst includes (i) $12,369 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $2,521 reported as above market deferred compensation earnings in our 2013 proxy statement, and (ii) $14,881 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $2,190 reported as above market deferred compensation earnings in our 2012 proxy statement.

(7)	The amount in this column for Mr. Scharmer includes (i) $8,595 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $93 reported as above market deferred compensation earnings in our 2013 proxy statement. Mr. Scharmer did not participate in our Non-Qualified Deferred Compensation Plan prior to 2012.

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(1)	At December 31, 2013, none of the named executive officers have achieved normal retirement age under our benefit plans.

(2)	Payments due upon termination of employment for any reason other than death, disability or retirement.

(3)

We do not make a payment to a participant in our annual incentive plan for a particular year unless the participant is employed by us on the date incentive payments are made, typically in March of the following year. In the case of death or retirement, and at the discretion of our Chairman of the Board and our Chief Executive Officer, we will pay an annual incentive plan payment to a participant prorated to the date of death or retirement. Amounts shown for death and retirement assume our Chairman of the Board and our Chief Executive Officer exercised their discretion to make the payment.

(4)

Upon termination of employment for any reason, the Board of Directors, may at its discretion, accelerate the vesting of any unvested option awards. Amounts shown are calculated using the fair market value of the stock underlying in-the-money vested options and in-the-money unvested options that would have become exercisable on December 31, 2013, assuming that the Board of Directors accelerated the vesting of all unvested options.

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(5)	As of December 31, 2013, none of the shares of restricted stock would be eligible for vesting in the event of the named executive officer’s termination of employment, death, disability, retirement or a change in control.

(1)	As jointly designated by our Chief Executive Officer and the Chair of our Compensation Committee.

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(1)	Stock awards represented in this column vest on the one year anniversary of the grant date and are subject to forfeiture until vested. At December 31, 2013 there were 420 shares of restricted stock outstanding for each non-employee director.

(2)

Amounts in this column represent the aggregate grant date fair value for options and restricted stock granted during 2013, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. To calculate the option amounts we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

(3)	Option awards represented in this column vest 20 percent each year for five years on the anniversary of the grant date and are subject to forfeiture until vested.

(4)	Aggregate options outstanding at December 31, 2013 for each of the following directors are: Besong - 1,755, Carlton - 3,900, Drahozal - 17,687, Evans - 14,531, Hultquist - 14,354, Mahon - 19,687, Milligan - 19,687, Noyce - 9,354, Phillips - 3,900, Quass - 17,687, Rife - 72,354 and Skogman - 17,687.

(5)	For Mr. Hultquist, the amount in this column includes $15,000 deferred under the Directors’ Deferred Compensation Plan. At December 31, 2013 Mr. Hultquist’s plan balance, including any accrued dividends, represented 523.693 phantom stock units.

(6)	For Mr. Noyce, the amount in this column includes $33,750 deferred under the Directors’ Deferred Compensation Plan. At December 31, 2013 Mr. Noyce’s plan balance, including any accrued dividends, represented 1,178.309 phantom stock units.

(7)	For Mr. Rife, the amount in this column includes $22,500 deferred under the Directors’ Deferred Compensation Plan. At December 31, 2013 Mr. Rife’s plan balance, including any accrued dividends, represented 785.539 phantom stock units.

(8)	For Mr. Rife, the amount in this column represents above-market accrued interest credited to Mr. Rife under our employee deferred compensation plan.

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1.

Purpose of the Plan. The United Fire Group, Inc. Stock Plan (“Plan”) is designed to attract and retain the best available individuals for positions of substantial responsibility, to provide additional incentive to such individuals, and to promote the success, growth, and general prosperity of the Company’s business by aligning the financial interests of Employees with long-term shareholder value. Awards granted hereunder may be Incentive Stock Options, Nonqualified Stock Options, Stock Awards, or Stock Appreciation Rights, at the discretion of the Board and as reflected in the terms of the Award Agreement. The Plan is not intended to defer any payments to the termination of Continuous Status as an Employee or to provide retirement income to employees.

2.	Definitions. As used herein, the following definitions shall apply:

a.	“Acquired Entity” means any entity subsequently acquired by the Company, or a Subsidiary or affiliate of the Company

b.	“Award” means any award or benefits granted under the Plan, including Options, Stock Awards, and Stock Appreciation Rights.

c.	“Award Agreement” means a written or electronic agreement between the Company and the Awardee setting forth the terms of the Award.

d.	“Awardee” means the holder of a granted Award.

e.	“Board” means both the Company’s Board of Directors and the Compensation Committee of the Board of Directors.

f.	“Code” means the Internal Revenue Code of 1986, as amended.

g.	“Company” means United Fire Group, Inc., an Iowa corporation, and any successor thereto.

h.

“Continuous Status as an Employee” means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, maternity leave, infant care leave, medical emergency leave, military leave, or any other leave of absence for which Continuous Status as an Employee is not considered interrupted in accordance with the Company’s policies on such matters.

i.	“Conversion Options” means Options converted or substituted under the Plan for any or all outstanding stock options and stock appreciation rights held by employees or other option holders granted by any Acquired Entity.

j.	“Employee” means any person, including an officer, who is a common law employee of, receives remuneration for personal services to, and is on the payroll of, the Company or any Parent or Subsidiary of the Company.

k.	“Incentive Stock Option” means any Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

l.	“Maximum Annual Employee Award” means the maximum number of Shares with respect to which an Award or Awards may be granted to any Employee in any one taxable year of the Company.

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m.	“Merger Ratio” means the number of shares of the Acquired Entity’s common stock underlying each such stock option or stock appreciation right immediately prior to the closing of such merger or acquisition multiplied by the number specified in the applicable merger or acquisition agreement for conversion of each share of such Acquired Entity’s common stock to a Share.

n.	“Nonqualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

o.	“Option” means a stock option granted pursuant to Section 6 of the Plan.

p.	“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

q.	“Plan” means this United Fire Group, Inc.Stock Plan, formerly referred to as the United Fire & Casualty Company 2008 Stock Plan, including any amendments thereto and restatements thereof.

r.	“Share” means a common share of United Fire Group, Inc., as adjusted in accordance with Section 14 of the Plan.

s.	“SAR” means a stock appreciation right awarded pursuant to Section 8 of the Plan.

t.	“Stock Award” means a grant of Shares or of a right to receive Shares or their cash equivalent (or both) pursuant to Section 7 of the Plan.

u.	“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.

Shares Subject to the Plan. Subject to the provisions of Sections 14 and 16 of the Plan, the maximum number of Shares that may be awarded and delivered under the Plan is 3,400,000. This maximum number of Shares shall be increased proportionately upon any stock split, stock dividend, or similar event with respect to the Shares. Subject to the provisions of the following sentence, if an Award should expire or become unexercisable for any reason without having been exercised in full, the undelivered Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future Awards under the Plan. Notwithstanding anything to the contrary contained herein, any Awards of Options that are transferred to a third party pursuant to a program under which the holder of certain Options may transfer such Options to such third party in exchange for cash or other consideration, shall be removed from the Plan and the Shares subject to such Awards shall not be available for re-grant under the Plan regardless of whether the transferred Options are exercised or expire without exercise.

4.	Administration of the Plan.

a.	Procedure. The Plan shall be administered by the Board of Directors (acting either directly or through the Compensation Committee of the Board).

b.

Powers of the Board. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Incentive Stock Options, Nonqualified Stock Options, Stock Awards, and SARs; (ii) to determine, in accordance with Section 11(b) of the Plan, the fair market value of the Shares; (iii) to determine, in accordance with Section 11(a) of the Plan, the exercise price per share of Awards to be granted; (iv) to determine the Employees to whom, and the time or times at which, Awards shall be granted and the number of Shares to be represented by each Award; (v) to interpret the Plan; (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan; including the form of Award Agreement, and manner of acceptance of an Award, (vii) to determine the terms and provisions of each Award to be granted (which need not be identical) and, with the consent of the Awardee, modify or amend each Award; (viii) to authorize Conversion or substitution under the Plan of any or all Conversion Options; (ix) to accelerate or, with the consent of the Awardee, defer the exercise date of any Option; (x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted by the Board; and (xi) to make all other determinations deemed necessary or advisable for the administration of the Plan.

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c.	Effect of Board’s Decision. All decisions, determinations, and interpretations of the Board shall be final and binding on all Employees and Awardees.

5.	Eligibility.

a.	Awards may be granted to Employees and to persons to whom offers of employment as an Employee have been extended; provided that Incentive Stock Options may only be granted to Employees. Directors are not eligible to participate in the Plan unless they are Employees.

b.

The Maximum Annual Employee Award shall not exceed 200,000 Shares for Options or SARs, or 100,000 Shares for Stock Awards (increased, in both cases proportionately, in the event of any stock split, stock dividend or similar event with respect to the Shares). If an Option is in tandem with a SAR, such that the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option right, respectively, with respect to each Share, the tandem Option and SAR rights with respect to each Share shall be counted as covering but one Share for purposes of the Maximum Annual Employee Award.

6.	Options.

a.

Each Option shall be designated in the option agreement as either an Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding such designations, to the extent that the aggregate fair market value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.

b.	For purposes of Section 6(a) of the Plan, Options shall be taken into account in the order in which they were granted, and the fair market value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

c.

Conversion Options shall be effective as of the close of the respective mergers and acquisitions of such entities by the Company. Conversion Options may be Incentive Stock Options or Nonqualified Stock Options, as determined by the Board; provided, however, that stock appreciation rights in the acquired entity shall only be converted to or substituted with Nonqualified Stock Options. The Conversion Options shall be options to purchase the number of Shares determined by the Merger Ratio. Such Conversion Options shall be exercisable at an exercise price per Share (increased to the nearest whole cent) equal to the exercise price per share of the acquired entity’s common stock under each such stock option or stock appreciation right immediately prior to closing divided by the Merger Ratio. No fractional Shares will be issued upon exercise of Conversion Options. In lieu of such issuance, the Shares issued pursuant to each such exercise shall be rounded to the closest whole Share. All other terms and conditions applicable to such stock options and stock

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7.	Stock Awards.

a.

Stock Awards may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. After the Board determines that it will offer a Stock Award, it will advise the Awardee in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of Shares that the Awardee shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the Awardee must accept the offer. The offer shall be accepted by execution of an Award Agreement in the manner determined by the Board.

b.

Unless the Board determines otherwise, the Award Agreement shall provide for the forfeiture of the non-vested Shares underlying such Stock Award upon the Awardee ceasing to be an Employee. To the extent that the Awardee purchased the Shares granted under such Stock Award and any such Shares remain non-vested at the time the Awardee ceases to be an Employee, the cessation of Employee status shall cause an immediate sale of such non-vested Shares to the Company at the original price per Share paid by the Awardee.

8.	SARs.

a.	The Board shall have the full power and authority, exercisable in its sole discretion, to grant SARs to selected Awardees. The Board is authorized to grant both tandem stock appreciation rights (“Tandem SARs”) and stand-alone stock appreciation rights (“Stand-Alone SARs”) as described below.

b.	Tandem SARs.

(i)

Awardees may be granted a Tandem SAR, exercisable upon such terms and conditions as the Board shall establish, to elect between the exercise of the underlying Section 6 Option or the surrender of the Option in exchange for a distribution from the Company in an amount equal to the excess of (A) the fair market value (on the Option surrender date) of the number of Shares in which the Awardee is at the time vested under the surrendered Option (or surrendered portion thereof) over (B) the aggregate exercise price payable for such vested Shares.

(ii)

No such Option surrender shall be effective unless it is approved by the Board, either at the time of the actual Option surrender or at any earlier time. If the surrender is so approved, then the distributions to which the Awardee shall become entitled under this Section 8(b) may be made in Shares valued at fair market value on the Option surrender date, in cash, or partly in Shares and partly in cash, as the Board shall deem appropriate.

(iii)

If the surrender of an Option is not approved by the Board, then the Awardee shall retain whatever rights he or she had under the surrendered Option (or surrendered portion thereof) on the Option surrender date and may exercise such rights at any time prior to the later of (A) five (5) business days after the receipt of the rejection notice or (B) the last day on which the Option is otherwise exercisable in accordance with the terms of the instrument evidencing such Option, but in no event may such rights be exercised more than ten (10) years after the date of the Option grant.

c.	Stand-Alone SARs.

(i)

An Awardee may be granted a Stand-Alone SAR not tied to any underlying Option under Section 6. The Stand-Alone SAR shall cover a specified number of Shares and shall be exercisable upon such terms and conditions as the Board shall establish. Upon exercise of the Stand-Alone SAR, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (A) the aggregate fair market value (on the exercise date) of the Shares underlying the exercised right over (B) the aggregate base price in effect for those Shares.

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(ii)	The number of Shares underlying each Stand-Alone SAR and the base price in effect for those Shares shall be determined by the Board at the time the Stand-Alone SAR is granted. In no event, however, may the base price per Share be less than the fair market value per underlying Share on the grant date.

(iii)	The distribution with respect to an exercised Stand-Alone SAR may be made in Shares valued at fair market value on the exercise date, in cash, or partly in Shares and partly in cash, as the Board shall deem appropriate.

d.	The Shares underlying any SARs exercised under this Section 8 of the Plan shall not be available for subsequent issuance under the Plan.

9.	Term of Plan. The Plan was originally effective August 21, 1998. Restatement of the Plan was effective February 15, 2008. These amendments to the Plan are effective February 21, 2014, the date of its adoption by the Board of Directors, subject to approval by the shareholders of the Company, as provided in Section 21. The Plan shall continue in effect until terminated under Section 17.

10.	Term of Award; Vesting; Repricing.

a.

The term of each Award shall be no more than ten (10) years from the date of grant. However, in the case of an Incentive Stock Option granted to an Employee who, at the time the Option is granted, owns Shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the term of the Option shall be no more than five (5) years from the date of grant.

b.	Each Award shall vest over a period of not more than five (5) years from the date of grant, provided, however, Awards that vest subject to the satisfaction of one or more performance goals may vest over a longer period of time.

c.	No Award may be repriced, replaced, regranted through cancellation, or modified without approval of the shareholders of the Company (except in connection with an adjustment pursuant to Section 14) if the effect would be to reduce the exercise price for the Shares underlying such Award.

11.	Exercise Price and Consideration.

a.	The per Share exercise price under each Award shall be such price as is determined by the Board, subject to the following:

(i)

In the case of an Incentive Stock Option granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the fair market value per Share on the date of grant. In the case of an Incentive Stock Option granted to any other Employee, the per Share exercise price shall be no less than 100% of the fair market value per Share on the date of grant.

(ii)	Except for Conversion Options under Section 6(c), the per Share exercise price under a Nonqualified Stock Option or SAR shall be the fair market value per Share on the date of grant.

b.	The fair market value per Share shall be the closing price per share of the Share on the The NASDAQ Stock Market, LLC (“NASDAQ”) on the date of grant. If the Shares cease to be listed on NASDAQ, the Board shall designate an alternative method of determining the fair market value of the Shares.

c.	Payment or provision for payment of the consideration to be paid for the Shares to be issued upon exercise of an Award shall be made as follows:

(i)	The Awardee shall deliver to the Company at the Company’s principal office payment in United States currency in an amount equal to the exercise price; or

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(ii)	The Awardee shall tender to the Company, by either actual delivery of certificates or by attestation, Shares already owned by the Awardee that, together with any cash tendered therewith, have an aggregate fair market value (determined based on the Fair Market Value of a Share on the exercise date) equal to the exercise price; or

(iii)

The Awardee shall deliver to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds necessary to pay the exercise price and to sell the Shares (or a sufficient portion of the Shares) to be issued upon exercise of the Award to pay the exercise price and any tax withholding resulting from such exercise and deliver the remaining cash proceeds, less commissions and brokerage fees, or the remaining Shares to the Awardee.

d.

Prior to issuance of the Shares upon exercise of an Award, the Awardee shall pay any federal, state, and local income and employment tax withholding obligations applicable to such Award. If an Awardee is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, he or she may elect to pay such withholding tax obligations by having the Company withhold Shares having a value equal to the amount required to be withheld, and any Award under the Plan may permit or require that such withholding tax obligations be paid by having the Company withhold Shares having a value equal to the amount required to be withheld. The value of the Shares to be withheld shall equal the fair market value of the Shares on the day the Award is exercised. The right of an officer to dispose of Shares to the Company in satisfaction of withholding tax obligations shall be deemed to be approved as part of the initial grant of an Award, unless thereafter rescinded, and shall otherwise be made in compliance with Rule 16b-3 and other applicable regulations, and any Award under the Plan may permit or require that such withholding tax obligations be paid by having the Company withhold Shares having a value equal to the amount required to be withheld.

12.	Exercise of Award.

a.	Procedure for Exercise; Rights as a Shareholder. Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Board at the time of grant, and as shall be permissible under the terms of the Plan.

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b.

Termination of Status as an Employee. Upon termination of an Awardee’s Continuous Status as an Employee, such Awardee may exercise his or her rights under any outstanding Awards to the extent exercisable on the date of termination (but in no event later than the date of expiration of the term of such Award as set forth in the Award Agreement). To the extent that the Awardee was not entitled to exercise his or her rights under such Awards at the date of such termination, or does not exercise such rights within the time specified in the individual Award Agreements, the Awards shall terminate.

c.

Disability of Awardee. Notwithstanding the provisions of Section 12(b) of the Plan, in the event of termination of an Awardee’s Continuous Status as an Employee as a result of total and permanent disability (i.e., the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of twelve (12) months), the Awardee will vest in the Award, but only to the extent of the vesting that would have occurred had the Awardee remained in Continuous Status as an Employee for a period of twelve (12) months after the date on which the Employee ceased performing services as a result of the total and permanent disability. An Option or SAR that is vested pursuant to this Section 12(c) must be exercised within twelve (12) months (or such shorter time as is specified in the grant) from the date on which the Employee ceased performing services as a result of the total and permanent disability (but in no event later than the date of expiration of the term of such Option or SAR as set forth in the Award Agreement). To the extent that the Awardee was not entitled to exercise such Option or SAR within the time specified herein, the Award shall terminate.

d.	Death of Awardee. Notwithstanding the provisions of Section 12(b) of the Plan, in the event of the death of an Awardee:

(i)

who is at the time of death an Employee, the Award will vest, but only to the extent of the vesting that would have occurred had the Awardee continued living and remained in Continuous Status as an Employee twelve (12) months following the date of death. An Option or SAR that is vested pursuant to this Section 12(d)(i) may be exercised at any time within twelve (12) months following the date of death by the Awardee’s estate or by a person who acquired the right to exercise the Award by bequest or inheritance; or

(ii)

whose Option or SAR has not yet expired but whose Continuous Status as an Employee terminated prior to the date of death, the Option or SAR may be exercised, at any time within twelve (12) months following the date of death, by the Awardee’s estate or by a person who acquired the right to exercise the Option or SAR by bequest or inheritance, but only to the extent of the right to exercise that had vested at the date of termination.

e.

Notwithstanding subsections (b), (c), and (d) of this Section 12, the Board shall have the authority to extend the expiration date of any outstanding Option in circumstances in which it deems such action to be appropriate (provided that no such extension shall extend the term of an Award beyond the date on which the Award would have expired if no termination of the Employee’s Continuous Status as an Employee had occurred).

13.

Non-Transferability of Awards. An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. An Award may be exercised, during the lifetime of the Awardee, only by the Awardee; provided that the Board may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability.

14.	Adjustments to Shares Subject to the Plan.

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15.

Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Company completes the corporate action relating to the grant of such Award and all conditions to the grant have been satisfied; provided that conditions to the grant, exercise, or vesting of an Award shall not defer the date of grant. Notice of a grant shall be given to each Employee to whom an Award is so granted within a reasonable time after the determination has been made.

16.

Substitutions and Assumptions. The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to Section 3 may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.

17.	Amendment and Termination of the Plan.

a.	Amendment and Termination. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable. Any amendment of the Plan is subject to approval by the shareholders of the Company.

b.	Effect of Amendment or Termination. Any amendment or termination of the Plan shall not affect Awards already granted and any such Awards shall remain in full force and effect as if the Plan had not been amended or terminated, unless mutually agreed upon by the Awardee and the Board, which agreement must be in writing and signed by the Awardee and the Company.

18.

Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award, and the issuance and delivery of Shares pursuant thereto, shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

19.	Reservation of Shares. The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

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20.

No Employment/Service Rights. Nothing in the Plan shall confer upon any Employee the right to an Award or continued service as an Employee for any specified period of time. Nothing in the Plan shall interfere with, or otherwise restrict in any way, the rights of the Company (or any Parent or Subsidiary employing or retaining such person), or of any Employee or Awardee, which rights are hereby expressly reserved by each, to terminate such person’s services at any time for any reason, with or without cause.

21.

Recovery of Erroneously Awarded Compensation. Awards made under the Plan are subject to the Company’s Recovery of Erroneously Awarded Compensation Policy (“Clawback Policy”). The Clawback Policy allows for the recovery of excess incentive-based compensation awarded to any current and former executive officer during the three-year period preceding an accounting restatement due to the Company’s noncompliance with financial reporting requirements promulgated under the securities laws of the United States.