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.

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

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DATE AND TIME:	Wednesday, May 15, 2013, at 10:00 a.m.

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 B directors to three-year terms expiring in 2016.

2)	Ratify the Audit Committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013.

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

4)	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 18, 2013.

2011 ANNUAL REPORT:	If you requested electronic delivery, we have delivered our 2012 Annual Report to you electronically. If you did not request electronic delivery, a copy of our 2012 Annual Report is enclosed.

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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.

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•	By telephone: To vote your shares by telephone, call the toll-free telephone number on your proxy card. You must have a touch-tone 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.

•	Delivering written notice to our transfer agent, Computershare Trust Company, at its proxy tabulation center at P. O. Box 43126, Providence, Rhode Island 02940-5138;

•	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.

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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

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

•	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 were $55,000 for 2012 and $55,500 for 2011 for the audit of our employee benefit plans, including our 401(k) Plan and our defined benefit pension plan.

(3)	Tax Fees. During the years ended December 31, 2012 and December 31, 2011, Ernst and Young LLP billed us $83,945 and $34,055, respectively, for tax compliance, tax advice, or tax planning services rendered to us.

(4)	All Other Fees. During the years ended December 31, 2012 and December 31, 2011, 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 the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and

•	received from Ernst & Young LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP's communications with the audit committee concerning independence, and the Audit Committee has discussed with Ernst & Young LLP its 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.

•

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. 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 - 2012 beginning on page 50 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 Schedule 13G (Amendment No. 3) filed with the SEC on February 14, 2013, the number of securities beneficially owned by Mrs. McIntyre includes: 2,486,999 shares for which Mrs. McIntyre holds sole voting and investment power; 491,863 shares for which Mrs. McIntyre holds shared voting and investment power; 449,675 shares owned by the Dee Ann McIntyre Trust, of which Mrs. McIntyre is a lifetime beneficiary; and stock options for 61,000 shares that are exercisable by Mrs. McIntyre on or before sixty (60) days from the date of this proxy statement.

(2)	Based on Schedule 13G (Amendment No. 4) filed with the SEC on February 11, 2013, the number of securities beneficially owned by Dimensional Fund Advisors LP includes 2,124,818 shares for which it holds sole voting power and 2,155,929 shares for which it holds sole investment power.

(3)	Based on Schedule 13G (Amendment No. 11) filed with the SEC on February 14, 2013, the number of securities beneficially owned by EARNEST Partners LLC includes 657,514 shares for which it holds sole voting power, 181,999 shares for which it holds shared voting power and 1,850,597 shares for which it holds sole investment power.

(4)	Based on Schedule 13G (Amendment No. 3) filed with the SEC on February 5, 2013, the number of securities beneficially owned by BlackRock, Inc. includes 1,674,266 shares for which it holds sole voting and 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 100 shares owned individually by Mr. Besong. None of Mr. Besong's shares are pledged as security.

(3)	Includes 112,733 shares owned individually by Mr. Carlton and 32,700 shares owned in accounts for the benefit of Mr. Carlton's children. None of these shares are pledged as security.

(4)

Includes 2,582 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 11,915 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 5,476 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; 1,079 shares held individually by Mr. Ernst’s wife; and stock options for 21,631 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 30,714 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 10,715 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.

(7)	Includes 4,382 shares owned individually by Mr. Hultquist and stock options for 6,582 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 939 shares owned individually by Ms. Lyons, 3,676 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 33,380 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 10,066 shares owned individually by Ms. Mahon; 1,000 shares held in an individual retirement account for Ms. Mahon’s benefit; and stock options for 11,915 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 11,788 shares owned individually by Mr. Milligan and stock options for 11,915 shares that are exercisable by Mr. Milligan on or before sixty (60) days from the date of this proxy statement. None of Mr. Milligan’s shares are pledged as security.

(11)	Includes 2,582 shares owned individually by Mr. Noyce; 2,000 shares held in a trust account for Mr. Noyce's wife and stock options for 2,182 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 1,182 shares owned individually by Mr. Phillips. None of these shares are pledged as security.

(13)	Includes 5,782 shares owned individually by Ms. Quass and stock options for 11,915 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 5,057 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 53,792 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 582 shares owned individually by Mr. Rife; 25,061 shares owned jointly by Mr. Rife and his wife; 1,309 shares owned individually by Mr. Rife’s wife; 6,289 shares held in an individual retirement account for Mr. Rife’s benefit; 415 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 77,182 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 1,870 shares owned individually by Mr. Scharmer; 636 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 18,931 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 582 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; 14,230 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 11,915 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 3,372 shares owned individually by Mr. Wilkins; 2,257 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 33,357 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.

(19)	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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•	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.

•	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

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•	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 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.

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

•	Geographic location - national

•	Assets - near $3.6 billion (consolidated group)

•	Premium - near $700 million (consolidated group)

•	Baldwin & Lyons Inc.

•	Donegal Group Inc.

•	EMC Insurance Group Inc.

•	Horace Mann Educators Corporation

•	Meadowbrook Insurance Group Inc.

•	Selective Insurance Group Inc.

•	State Auto Financial Corporation

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•	Amtrust Financial Services

•	Employers Holdings 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)

•	Executive Compensation - National Executive & Senior Management Compensation Surveys Salary Budget Survey; WorldatWork

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

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

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•	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.

•	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 2012, the Compensation Committee considered the following factors when assessing his performance as CEO:

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Mr. Ramlo's performance against his goals and objectives for 2011, 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

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◦

Factors that could hinder the achievement of Mr. Ramlo's goals include: 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 individual performance of, and the contributions made toward achieving the Company's business objectives by, the other named executive officers. 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.

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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 reporting; exemplary audit reports; employment and management of staff to perform the internal audit function in-house; continued quality and efficiency of internal controls; growth and development in her role as Chief Financial Officer; duties related to reporting under the Securities Exchange Act of 1934; duties related to the acquisition of Mercer Insurance Group, particularly related to handling financing of the acquisition, the integration of the two companies' accounting functions and the ongoing combined companies' accounting function; her successful management of our internal actuary and investor relations staff; her duties as liaison to our institutional investors and the investment community; and her contribution toward the attainment of our corporate ROE goal.

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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

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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.

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

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

•	Develops compensation guidelines for each named executive officer position;

•	Annually recommends to the Compensation Committee the base salary for each executive position; and

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

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•	The Compensation Committee identifies appropriate performance measures.

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The Compensation Committee considers the various components of compensation discussed under the headings Compensation and Benefits Philosophy and Base Salary, above, and reviews data provided by CRI's Executive Compensation Study. Based on that consideration and review, it annually recommends to the Board of Directors the base salary 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 best 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 on compensation matters for named executive officers and non-employee directors as requested by the Compensation Committee.

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

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•	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.

(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 our 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 our 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 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.

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(3)

The number of shares reported in this table as beneficially held by Mr. Wilkins excludes 218,644 shares held by our employee stock ownership plan. As co-trustee of this employee benefit plan, shares held by this plan are attributed to Mr. Wilkins in accordance with SEC beneficial ownership rules. Mr. Wilkins disclaims beneficial ownership of any shares held by this plan that are not specifically allocated for his benefit.

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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 for 2010 represent discretionary bonuses received by the named executive officers based on performance related to the acquisition of Mercer Insurance Group, Inc.

(3)

Amounts in this column represent the aggregate grant date fair value for options issued during 2011 and 2010, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. To calculate these 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, 2012. Option awards represented in this column vest 20 percent each year for five years beginning with the first anniversary of the grant date; unvested options are subject to forfeiture until vested.

(4)

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. Employees who otherwise would be eligible to participate who retire during the calendar year receive payments under this plan prorated to the date of their retirement. 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 2012 were earned in 2012, but determined and paid in 2013.

(5)

The 2012 amount in this column for Mr. Ramlo represents $5,994 in accrued pension benefit and $1,377 in above market deferred compensation earnings. The 2012 amount in this column for Ms. Lyons represents $9,490 in accrued pension benefit and $532 in above market deferred compensation earnings. The 2012 amount in this column for Mr. Wilkins represents $7,561 in accrued pension benefit and $217 in above market deferred compensation earnings. The 2012 amount in this column for Mr. Ernst represents $4,587 in accrued pension benefit and $2,521 in above market deferred compensation earnings. The 2012 amount in this column for Mr. Scharmer represents $6,707 in accrued pension benefit and $93 in above market deferred compensation earnings.

(6)

The 2012 amount in this column for Mr. Ramlo includes: (a) $7,859 in country club dues paid on Mr. Ramlo's behalf; (b) $4,815 in tax gross-ups; (c) $1,272 in flexible benefit credits under our cafeteria plan; (d) $468 in allocation under our Employee Stock Ownership Plan on Mr Ramlo's behalf; and (e) $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 $4,815 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 40 of this proxy statement for additional information.

(7)	The 2012 amount in this column for Ms. Lyons includes (a) $1,910 in country club dues paid on Ms. Lyons' behalf; (b) $1,272 in flexible benefit credits under our cafeteria plan; (c) $468 in allocation under our Employee Stock Ownership Plan; and (d) $960 in premium for a Company-sponsored life insurance policy for Ms. Lyons' benefit.

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(8)	The 2012 amount in this column for Mr. Wilkins includes (a) $7,256 in country club dues paid on Mr. Wilkins' behalf; (b) $1,272 in flexible benefit credits under our cafeteria plan; (c) $468 in allocation under our Employee Stock Ownership Plan; and (d) $960 in premium for a Company-sponsored life insurance policy for Mr. Wilkins' benefit.

(9)	The 2011 salary amount for Mr. Ernst is restated from the prior year's report due to an error that reported his 2011 salary at $289,138.

(10)

The 2012 amount in this column for Mr. Ernst includes (a) $8,162 in country club dues paid on Mr. Ernst's behalf; (b) $2,735 in tax gross-ups; (c) $1,272 in flexible benefit credits under our cafeteria plan; (d) $468 in allocation under our Employee Stock Ownership Plan; and (d) $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 $2,735 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 40 of this proxy statement for additional information.

(11)	The 2012 amount in this column for Mr. Scharmer includes (a) $1,272 in flexible benefit credits under our cafeteria plan; (b) $408 in allocation under our Employee Stock Ownership Plan; and (c) $785 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 2008 Stock Plan to accelerate vesting of stock options at their 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 our 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 threshold levels for all applicable performance indicators used in our Annual Incentive Plan and by multiplying 2012 base salary by 24 percent for Mr. Ramlo and 15 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 2012 base salary by 40 percent for Mr. Ramlo and 25 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 2012 base salary by 48 percent for Mr. Ramlo and 30 percent for Ms. Lyons and Messrs. Wilkins, Ernst and Scharmer.

(4)	During 2012, there were no awards made to our named executive officers under the 2008 Stock Plan.

(5)

There is no specific grant date for awards under our Annual Incentive Plan. We pay awards based on our 2012 performance during the first quarter of 2013. Actual 2012 results for our Annual Incentive Plan may be found in the table on page 39 of this proxy statement. Actual amounts paid to each named executive officer under our Annual Incentive Plan for 2012 are shown in the Summary Compensation Table – 2012 on page 44 of this proxy statement.

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(1)	3,919 shares of restricted stock vest, subject to certain conditions, on 05/21/2013 and 7,322 shares of restricted stock vest, subject to certain conditions on 02/18/2016.

(2)	The unexercisable portion of these options vests 05/21/2013.

(3)	The unexercisable portion of these options vests one-third each on 05/19/2013, 05/19/2014 and 05/19/2015.

(4)	The unexercisable portion of these options vests one-fourth each on 02/18/2013, 02/18/2014, 02/18/2015 and 02/18/2016.

(5)	2,151 shares of restricted stock vest, subject to certain conditions, on 05/21/2013 and 3,580 shares of restricted stock vest, subject to certain conditions on 02/18/2016.

(6)	2,313 shares of restricted stock vest, subject to certain conditions, on 05/21/2013 and 3,894 shares of restricted stock vest, subject to certain conditions on 02/18/2016.

(7)	1,944 shares of restricted stock vest, subject to certain conditions, on 05/21/2013 and 2,714 shares of restricted stock vest, subject to certain conditions on 02/18/2016.

(8)	1,268 shares of restricted stock vest, subject to certain conditions, on 05/21/2013 and 1,974 shares of restricted stock vest, subject to certain conditions on 02/18/2016.

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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 – 2012 on page 44 of this proxy statement.

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(1)	At December 31, 2012, none of the named executive officers had 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)

Amounts shown in this row represent the expected payments to our named executive officer by our defined benefit pension plan under the four termination scenarios shown. Death benefits are paid as an actuarial equivalent, joint and survivor annuity to a named beneficiary based on the named executive officer's vested retirement benefit. Disability benefits represent a lump sum payment of vested benefits to the named executive officer. Retirement benefits represent vested annualized monthly life annuity payments payable to each individual upon attaining normal retirement age. Termination benefits represent vested annualized monthly life annuity payments payable to each individual upon attaining normal retirement age. If the named executive officer retires after age 55 but before age 65, retirement benefits under our defined benefit pension plan are reduced.

(4)

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 in 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.

(5)

Upon termination of employment for any reason, all of a named executive officer's unvested options expire unless the Board of Directors, in its discretion, accelerates 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, 2012, assuming that the Board of Directors accelerated the vesting of all unvested options.

(6)	As of December 31, 2012, none of the shares of restricted stock were vested.

(7)	A participant in our ESOP is not vested until attaining three (3) years of service under the plan, at which time the participant is 100% vested in the ESOP. Vested amounts are not affected by any termination of employment. Amounts shown reflect the accumulated ESOP account balance as of December 31, 2012.

(8)

Upon termination of employment, a participating named executive officer would receive a distribution of all vested amounts deferred under the Deferred Compensation Plan (including earnings on the amounts deferred). A participant is vested 40.0 percent in any amounts deferred under the plan if they have less than five (5) years of service to us, 70.0 percent if they have five (5) years but less than ten (10) years of service to us, and 100 percent if they have ten years of service to us. Notwithstanding the foregoing, a named executive officer becomes 100 percent vested in any amounts deferred if the officer terminates employment after reaching age 59½, upon a change in control of United Fire Group, Inc. or a change in ownership of a substantial portion of our assets, or upon the death or disability of the officer while employed by us. Messrs. Ernst, Ramlo, Scharmer and Wilkins and Ms. Lyons are each 100 percent vested in the amounts they have deferred under the plan.

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

(2)	Members of the Risk Management Committee are also compensated at the rate of $500 per meeting for each executive ERM committee meeting attended.

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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.

(2)

Amounts in this column represent the aggregate grant date fair value for options issued during 2012, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. To calculate these 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, 2012.

(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)	Mr. Besong joined the Board of Directors on February 15, 2013 and did not receive any compensation in 2012.

(5)	Aggregate options outstanding at 12/31/2012 - 2,145.

(6)	Includes payment for attendance at executive ERM committee meetings during 2012.

(7)	Aggregate options outstanding at 12/31/2012 - 17,932.

(8)	Aggregate options outstanding at 12/31/2012 - 16,732.

(9)	Aggregate options outstanding at 12/31/2012 - 12,599.

(10)	Aggregate options outstanding at 12/31/2012 - 7,599.

(11)	Aggregate options outstanding at 12/31/2012 - 82,599.

(12)	For Mr. Rife, the figure in this column represents accrued interest credited to Mr. Rife under our deferred compensation plan.

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