Exhibit 10.2

                              UNIVERSAL CORPORATION
                       AMENDMENT TO NON-EMPLOYEE DIRECTOR
                     NON-QUALIFIED STOCK OPTION AGREEMENT(S)


         THIS  AMENDMENT  dated  as  of  December  3,  1998,  between  UNIVERSAL
CORPORATION,   a  Virginia   corporation  (the   "Company"),   and  <<F1>>  (the
"Optionee"),  is made  pursuant and subject to the  provisions  of the Company's
Amended and Restated  1994 Stock  Option Plan for  Non-Employee  Directors  (the
"Plan").  All  terms  used  herein  that are  defined  in the Plan have the same
meanings given them in the Plan.

         1.  Grant  of  Option.   Company  and   Optionee   have   entered  into
Non-Qualified  Stock Option Agreements  providing for the grant of Options under
the Plan on the day following the Company's  annual meeting of  Shareholders  in
each of the following years: <<F2>> (collectively, the "Existing Agreements").

         2.  Amendment.  The parties desire to amend Section 2(e) of each of the
Existing  Agreements  by deleting it in its entirety  and  replacing it with the
following new Section 2(e):

                  (e) Limited Transferability. The Optionee shall have the right
                  to  transfer  this  option,  in whole  or in part,  to (i) the
                  spouse,    children   or   grandchildren   of   the   Optionee
                  ("Immediately Family Members"), (ii) a trust or trusts for the
                  exclusive benefit of such Immediately Family Members, or (iii)
                  a partnership in which such  Immediate  Family Members are the
                  only partners, provided that (y) there may be no consideration
                  for any such  transfer  and (z)  subsequent  transfers of this
                  option once transferred  shall be prohibited  except transfers
                  made by will or the laws of descent and distribution,  subject
                  to the terms  hereof.  Following  transfer,  this option shall
                  continue  to be subject to the same  terms and  conditions  as
                  were applicable  immediately prior to transfer,  provided that
                  for  purposes of this  Section 2, the term  Optionee  shall be
                  deemed to refer to the  transferee.  The events of resignation
                  from or cessation  of Board  service of this  Agreement  shall
                  continue to be applied with  respect to the original  Optionee
                  to whom this option was  granted,  following  which the option
                  shall be exercisable by the transferee only to the extent, and
                  for the period specified in this Section 2 (e).

         3. Unless  specifically  amended  herein,  all other  provisions of the
Existing Agreements shall remain unchanged and in full force and effect.

         4. This  Amendment  shall be construed,  in force and  administered  in
accordance with the laws of the Commonwealth of Virginia.

         IN WITNESS WHEREOF,  the Company has caused this Amendment to be signed
by a duly authorized officer,  and the Optionee has affixed his or her signature
hereto.

UNIVERSAL CORPORATION                       OPTIONEE


By:  __________________________             _____________________________