(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:

(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 16, 2018, at 10:00 a.m. Central Time

Place:	Eastbank Venue, 97 Third Avenue SE, Cedar Rapids, Iowa 52401

Items of business:	At the meeting, we will ask shareholders to:

1)	Elect four Class C Directors identified in the attached proxy statement to three-year terms expiring in 2021.

2)	Ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018.

3)	Approve, on an advisory basis, 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 19, 2018.

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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 legal proxy from your broker and bring it to the Annual Meeting in order to vote in person at the Annual Meeting.

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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.

•	Over the Internet: You may go to the website listed on your proxy card to vote your shares over 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, P.O. Box 505000, Louisville, KY 40233-5000, or via overnight delivery to Computershare, 462 South 4th St. Ste 1600, Louisville, KY 40202;

•	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;

•	voting again by telephone or Internet; or

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

•	Anti-Hedging Policy

•	Clawback Policy

•	Code of Ethics and Business Conduct

•	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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(1)	Experience in academia and education is important because the disciplines of management, organization and research are relevant to our business.

(2)	Experience as head of an accounting department is important in understanding and evaluating our financial statements, managing our capital structure, and interacting with our independent public accounting firm.

(3)	Actuarial experience gives our directors a strong understanding of reserving, which is very important to our business, and in analyzing actuarial reports.

(4)	Experience as a senior administrator or head of a business is important for our directors in understanding our Company, managing human resources, and identifying and developing talent.

(5)	Experience with business operations helps our directors understand, develop, and assess our operating and business strategies.

(6)	Corporate governance experience supports our goals of having strong Board and management accountability, transparency and protection of shareholder interests.

(7)	Finance and capital allocation expertise is important in evaluating our financial statements and capital structure.

(8)	The ability to read and understand financial statements is important because it assists directors in understanding and overseeing our financial reporting and internal controls.

(9)	Insurance industry experience is important in understanding and reviewing our business and strategy.

(10)	Investment experience is important for our directors to be able to evaluate and review our investments, set investment policy, and understand our financial statements.

(11)	Marketing experience is important for our directors to be able to evaluate new market strategies and branding of our products.

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(12)	Regulatory and government experience enhances our directors' ability to understand our highly regulated industry.

(13)	Risk management experience is necessary to understand and manage the risks that our company faces.

(14)	Technology and systems experience is important, as our business is dependent upon technology and we may face disruption of our operations and reputation due to unauthorized data access, cyber-attacks or cyber-terrorism and other security breaches.

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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.

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•	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, agree to 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 the non-employee director stock ownership guidelines adopted by our Board of Directors.

•	Each candidate should contribute to the Board of Directors' overall diversity, which is 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 potential contributions of our current directors, and the value of continuity and prior experience 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. During 2016, the audit-related fees billed to us by Ernst & Young LLP related to out-of-scope work performed for the SEC comment letter received by the Company.

(3)	Tax Fees. Tax fees billed to us by Ernst & Young LLP in 2017 and 2016 related to tax compliance, tax advice, or tax planning services rendered to us.

(4)	All Other Fees. During 2017 and 2016, 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 applicable requirements of the Public Company Accounting Oversight Board and the SEC;

•	received from Ernst & Young LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence; and

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

*	This report is not “soliciting material” and is not deemed “filed” with the 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 program encourages executive decision-making that is aligned with the long-term interests of our shareholders;

•	Bonuses and performance stock unit awards for named executive officers are tied to specific performance goals;

•	We encourage long-term stock ownership by our executive officers with award features such as time-based vesting;

•	We have adopted stock ownership guidelines for our executive officers; and

•	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. 6) filed with the SEC on February 14, 2017, which is the most-recent available as of March 19, 2018, the number of securities beneficially owned by Mrs. McIntyre as of December 31, 2016 includes: 2,524,969 shares for which Mrs. McIntyre holds sole voting and dispositive power, and 471,863 shares for which Mrs. McIntyre holds shared voting and dispositive power.

(2)	Based on a Schedule 13G (Amendment No. 8) filed with the SEC on January 23, 2018, the number of securities beneficially owned by BlackRock, Inc. as of December 31, 2017 includes: 2,334,257 shares for which it holds sole voting power and 2,376,503 shares for which it holds sole dispositive power.

(3)	Based on a Schedule 13G (Amendment No. 9) filed with the SEC on February 9, 2018, the number of securities beneficially owned by Dimensional Fund Advisors LP as of December 31, 2017 includes: 2,058,029 shares for which it holds sole voting power and 2,105,446 shares for which it holds sole dispositive power.

(4)

Based on a Schedule 13G (Amendment No. 3) filed with the SEC on February 9, 2018, the number of securities beneficially owned by The Vanguard Group as of December 31, 2017 includes: 24,127 shares for which it holds sole voting power, 4,820 shares for which is holds shared voting power, 1,939,822 shares for which it holds sole dispositive power and 26,869 shares for which it holds shared dispositive power.

(5)	Based on a Schedule 13G (Amendment No. 16) filed with the SEC on February 14, 2018, the number of securities beneficially owned by EARNEST Partners, LLC as of December 31, 2017 includes: 314,497 shares for which it holds sole voting power, 96,537 shares for which it holds shared voting power and 1,412,421 shares for which it holds sole dispositive power.

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*	Represents less than 1% of the issued and outstanding shares of Company Common Stock as of March 19, 2018.

(1)

The inclusion in this table of any shares shown as beneficially owned does not constitute admission of beneficial ownership. None of the shares disclosed in the table are pledged as security. In computing the number of shares of Company Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares Company Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days from March 19, 2018, and Company Common Stock issuable upon the vesting of restricted stock units ("RSU") within 60 days from March 19, 2018, to be outstanding. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

(2)	Includes 6,966 shares owned individually by Mr. Besong and stock options for 1,755 shares that are exercisable by Mr. Besong on or before 60 days from March 19, 2018.

(3)	Includes 81,790 shares owned individually by Mr. Carlton, 37,660 shares owned in accounts for the benefit of Mr. Carlton’s children, and stock options for 1,131 shares that are exercisable by Mr. Carlton on or before 60 days from March 19, 2018.

(4)	Includes 1,293 shares owned individually by Ms. Clancy.

(5)

Includes 19,108 shares owned individually by Mr. Drahozal, 243,086 shares owned individually by Mr. Drahozal’s wife, 74,714 shares owned in accounts for the benefit of Mr. Drahozal’s children, 471,863 shares owned by The McIntyre Foundation, of which Mr. Drahozal and his wife serve as 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 9,354 shares that are exercisable by Mr. Drahozal on or before 60 days from March 19, 2018.

(6)	Includes 4,533 shares owned individually by Mr. Ernst, 7,025 shares owned in a Company 401(k) account for Mr. Ernst’s benefit, 1,178 shares held individually by Mr. Ernst’s wife, and stock options for 33,566 shares that are exercisable by Mr. Ernst on or before 60 days from March 19, 2018.

(7)	Includes 48,082 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 2,456 shares that are exercisable by Mr. Evans on or before 60 days from March 19, 2018.

(8)	Includes 2,541 shares owned individually by Ms. Gardial.

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(9)	Includes 1,163 shares owned individually by Ms. Jaffray and stock options for 10,386 shares that are exercisable by Ms. Jaffray on or before 60 days from March 19, 2018.

(10)	Includes 33,899 shares owned individually by Mr. Milligan and stock options for 1,755 shares that are exercisable by Mr. Milligan on or before 60 days from March 19, 2018.

(11)	Includes 9,505 shares owned individually by Mr. Noyce, 1,500 shares held in a trust account for Mr. Noyce’s wife, and stock options for 6,627 shares that are exercisable by Mr. Noyce on or before 60 days from March 19, 2018.

(12)	Includes 15,632 shares owned individually by Ms. Quass and stock options for 12,354 shares that are exercisable by Ms. Quass on or before 60 days from March 19, 2018.

(13)	Includes 21,746 shares owned individually by Mr. Ramlo, 359 shares owned individually by Mr. Ramlo’s wife, 2,035 shares owned by a Company 401(k) account for Mr. Ramlo’s benefit; and stock options for 117,565 shares that are exercisable by Mr. Ramlo on or before 60 days from March 19, 2018.

(14)	Includes 5,743 shares owned individually by Mr. Scharmer, 2,419 shares held in a Company 401(k) account for Mr. Scharmer’s benefit, and stock options for 20,944 shares that are exercisable by Mr. Scharmer on or before 60 days from March 19, 2018.

(15)	Includes 26,241 shares owned individually by Mr. Skogman, 5,650 shares owned by Mr. Skogman’s wife, and stock options for 4,445 shares that are exercisable by Mr. Skogman on or before 60 days from March 19, 2018.

(16)	Includes 5,486 shares owned individually by Ms. Voss.

(17)	Includes 15,819 shares owned individually by Mr. Wilkins, 2,585 shares held in a Company 401(k) account for Mr. Wilkins’s benefit, and stock options for 53,394 shares that are exercisable by Mr. Wilkins on or before 60 days from March 19, 2018.

(18)	Includes 5,002 shares owned individually by the executive officers not otherwise named, 5,894 shares held in a Company 401(k) account for the benefit of the executive officers not otherwise named, and stock options for 44,531 shares that are exercisable by the executive officers not otherwise named on or before 60 days from March 19, 2018.

(1)	The weighted-average exercise price is calculated based solely on the exercise prices of outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding PSUs or RSUs that have no exercise price.

(2)	Includes 1,101,051 stock options, 211,271 RSUs, and 39,259 PSUs (assuming probable achievement estimated as of December 31, 2017).

(3)	Includes 996,828 shares available for issuance under the United Fire Group, Inc. Stock Plan and 61,813 shares available for issuance under the 2005 Non-Qualified Non-Employee Director Stock Option and Restricted Stock Plan.

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•	Our return-on-equity decreased to 5.3% in 2017 from 5.5% in 2016.

•	Our combined ratio increased to 104.0% in 2017 from 100.3% in 2016.

•	Our net income increased to $51.0 million in 2017 from $49.9 million in 2016.

•	Our catastrophe losses increased to $74.0 million in 2017 from $61.2 million in 2016.

•	The book value of our common stock increased to $39.06 in 2017 from $37.04 in 2016.

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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 meet at least twice each calendar year; and

•	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 approve the salaries, incentive awards and other compensation for all of our 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 stock options, RSUs, 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; and

•	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 the performance of their business unit or functional area. 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. We strive to provide appropriate incentives and motivation to our named executive officers that will continue to increase value to our shareholders by designing compensation programs that we believe are cost-effective and affordable.

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•	Industry group: property and casualty, life and health, and multi-line insurance carriers;

•	Traits: national geographic scope, identifies us as a comparison company, identified as a comparison company by proxy advisory firms;

•	Revenues between $350 million and $3.3 billion; and

•	Market capitalization between $250 million and $4.4 billion.

•	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

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•	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

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

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

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

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

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

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

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•	performance-based RSUs that are earned over a three-year performance period, subject to continued employment;

•	earned only to the extent that goals are satisfied among four separate, equally weighted, performance measures tied to our 2020 Vision performance milestones, relating to profit, growth, employee satisfaction and customer service; and

•	released between 0% and 150% of the target award based upon the results achieved.

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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

•	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 the 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; and

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

(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, 2014 divided by the closing price of Company Common Stock on December 31, 2013. Equity ownership targets for Michael

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(2)

Shares held either directly or indirectly and any RSUs (whether vested or unvested) held by the named executive officer are counted toward the target number of shares. Any unexercised stock options or PSUs (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, 2019, or within five years of becoming subject to the stock ownership guidelines for officers, whichever is later.

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(1)

Amounts in this column represent the aggregate grant date fair value for options, PSUs and RSUs, as applicable, granted during 2017, 2016 and 2015. Amounts in this column are calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The grant date fair value for stock awards is measured based on the closing price of our Company Common Stock on the grant date, and the probable satisfaction of the performance conditions for the PSU awards as of the date of grant. Assuming the highest level of performance is achieved for the 2017 PSUs, the maximum value of these awards at the grant date would be as follows: Mr. Ramlo, $487,542; Mr. Wilkins, $225,045; Ms. Jaffray, $225,045; Mr. Ernst, $187,510; and Mr. Scharmer, $112,480. The values shown have not been adjusted to reflect that these units are subject to forfeiture. 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, 2017.

(2)

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, 2017.

(3)

All employees are eligible to participate in our annual performance-based cash award plan if they 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 2017 were earned in 2017, but determined and paid in 2018.

(4)

The 2017 amount in this column reflects the change in pension value under the United Pension Plan that is described further in the Pension Benefits section and above market earnings under the Company's nonqualified deferred compensation plan. The 2017 amount for Mr. Ramlo includes $483 in above market deferred compensation earnings. The 2017 amount in this column for Mr. Wilkins includes $183 in above market deferred compensation earnings. The 2017 amount in this column for Ms. Jaffray includes $0 in above market deferred compensation earnings. The 2017 amount in this column for Mr. Ernst includes $121 in above market deferred compensation earnings. The 2017 amount in this column for Mr. Scharmer represents $139 in above market deferred compensation earnings. The amounts for prior years have been updated to reflect the change in actuarial present value as compared to 2016 as compared to the prior reporting of the accrued pension benefit reported with respect to such year.

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(5)	All Other Compensation for 2017 includes:

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Options granted before March 2017 vest one-fifth each year on the first five anniversaries of the grant date. Options granted during or after March 2017 vest one-third each year on the first three 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 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 least-weighted performance measure used in our Annual Incentive Plan and by multiplying 2017 base salary by 6.5% for Mr. Ramlo; 5% for Mr. Wilkins and Ms. Jaffray; 2% for Mr. Ernst; and 0.75% for Mr. Scharmer.

(2)	We estimate the amounts shown in this column by assuming the achievement of target levels for all applicable performance measures used in our Annual Incentive Plan and by multiplying 2017 base salary by 65% for Mr. Ramlo; 50% for Mr. Wilkins and Ms. Jaffray; 40% for Mr. Ernst; and 30% for Mr. Scharmer.

(3)	We estimate the amounts shown in this column by assuming the achievement of maximum levels for all applicable performance measures used in our Annual Incentive Plan and by multiplying 2017 base salary by 97.5% for Mr. Ramlo; 75% for Mr. Wilkins and Ms. Jaffray; 60% for Mr. Ernst; and 45% for Mr. Scharmer.

(4)	We estimate the amounts shown in this column by assuming the achievement of the threshold level for only one of the four equal-weighted performance measures under our 2017 PSUs.

(5)

Amounts in this column represent the aggregate grant date fair value for stock options, RSUs and PSUs granted during 2017, 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. The grant date fair value for RSU and PSU awards is measured based on the closing price of our Company Common Stock on the grant date and the probable satisfaction of the performance conditions for the PSU awards

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(6)	Represents option awards granted with respect to 2016 Adjusted ROE performance that vest one-fifth each year for five years beginning with the first anniversary of the grant date, provided the named executive officer remains employed through the applicable vesting date.

(7)	Represents RSU awards granted with respect to 2016 Adjusted ROE performance that vest in full on the fifth anniversary of the grant date, provided the named executive officer remains employed through the vesting date.

(8)	Represents option awards that vest one-third each year for three years beginning with the first anniversary of the grant date, provided the named executive officer remains employed through the applicable vesting date.

(9)	Represents PSUs that vest on the third anniversary of the grant date only if and to the extent the Company achieves performance goals relating to profit, growth, employee satisfaction and customer service over the 2017–2019 performance period.

(10)	Represents a grant of RSUs that vest in full on the third anniversary of the grant date, provided the named executive officer remains employed through the vesting date.

(11)

There is no specific grant date for awards under our Annual Incentive Plan. We pay awards based on our 2017 performance during the first quarter of 2018. Please see Compensation Discussion and Analysis in 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 2017 are shown in the Summary Compensation Table – 2017 in this proxy statement and were calculated based on each individual's base salary for 2017.

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(1)	Includes PSUs for the fiscal 2017–2019 performance period for all named executive officers. All PSUs are valued at the target award level. Subject to the named executive officer's continued employment on the applicable vesting date and the achievement of goals at the conclusion of the 2017–2019 performance period, these PSUs vest on 3/24/2020.

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(2)	The unexercisable portion of these options vests on 2/15/2018.

(3)	The unexercisable portion of these options vests one-half each on 2/21/2018 and 2/21/2019.

(4)	The unexercisable portion of these options vests one-third each on 2/21/2018, 2/21/2019 and 2/21/2020.

(5)	The unexercisable portion of these options vests one-fourth each on 2/19/2018, 2/19/2019, 2/19/2020 and 2/19/2021.

(6)	The unexercisable portion of these options vests one-fifth each on 2/17/2018, 2/17/2019, 2/17/2020, 2/17/2021 and 2/17/2022.

(7)	The unexercisable portion of these options vests one-third each on 3/24/2018, 3/24/2019 and 3/24/2020.

(8)	Subject to Mr. Ramlo’s continued employment on the applicable vesting date, 5,304 RSUs vest on 2/15/2018, 9,151 RSUs vest on 2/21/2019, 8,371 RSUs vest on 2/21/2020, 3,844 RSUs vest on 3/24/2020, 8,328 RSUs vest on 2/19/2021, and 4,598 RSUs vest on 2/17/2022.

(9)	Subject to Mr. Wilkins’ continued employment on the applicable vesting date, 2,850 RSUs vest on 2/15/2018, 4,934 RSUs vest on 2/21/2019, 4,117 RSUs vest on 2/21/2020, 1,774 RSUs vest on 3/24/2020, 4,128 RSUs vest on 2/19/2021, and 2,225 RSUs vest on 2/17/2022.

(10)	Subject to Ms. Jaffray's continued employment on the applicable vesting date, 1,774 RSUs vest on 3/24/2020, 3,333 RSUs vest on 2/19/2021 and 1,893 RSUs vest on 2/17/2022.

(11)	Subject to Mr. Ernst’s continued employment on the applicable vesting date, 1,933 RSUs vest on 2/15/2018, 2,937 RSUs vest on 2/21/2019, 2,424 RSUs vest on 2/21/2020, 1,479 RSUs vest on 3/24/2020, 2,382 RSUs vest on 2/19/2021, and 1,283 RSUs vest on 2/17/2022.

(12)	Subject to Mr. Scharmer’s continued employment on the applicable vesting date, 1,446 RSUs vest on 2/15/2018, 2,484 RSUs vest on 2/21/2019, 2,083 RSUs vest on 2/21/2020, 887 RSUs vest on 3/24/2020, 2,081 RSUs vest on 2/19/2021 and 1,171 RSUs vest on 2/17/2022.

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(1)	All amounts reported in this column were reported as part of either “Base Salary,” “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table – 2017 in this proxy statement.

(2)	All amounts reported in this column were reported as part of “All Other Compensation” in the Summary Compensation Table – 2017 in this proxy statement.

(3)

All amounts reported in this column include above-market earnings reported as part of "Change in Pension Value and Nonqualified Deferred Compensation Earnings" in the Summary Compensation Table – 2017 in this proxy statement. For Mr. Ramlo, this amount was $483. For Mr. Wilkins, this amount was $183. For Ms. Jaffray, this amount was $0. For Mr. Ernst, this amount was $121. For Mr. Scharmer, this amount was $139.

(4)	Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for 2016 and 2015, respectively: Mr. Ramlo—$530,210, $431,638; Mr. Wilkins—$165,911, $129,494; Ms. Jaffray—$38,502, $18,726; Mr. Ernst—$63,005, $55,034; and Mr. Scharmer—$63,868, $15,210.

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(1)	At December 31, 2017, none of the named executive officers have achieved normal retirement age under our benefit plans. The figures in this column assume the accelerated vesting by the Board of Directors of all unvested stock options, RSUs and PSUs, as applicable. For purposes of this table, we have assumed accelerated vesting of the PSUs at target.

(2)

Under their existing Change in Control Severance Agreements, the named executive officers are entitled to payment only if their employment is terminated by reason other than a Nonqualifying Termination. Nonqualifying Termination is defined to include (a) by the Company for cause, (b) by the named executive officer for reason other than a good reason, (c) the named executive officer's death, and (d) by the Company due to the executive's absence from the executive's duties with the Company on a full-time basis for a period of 180 consecutive days as a result of the executive's incapacity due to physical or mental illness. In addition, under the terms of the option award agreements, the vesting of unvested stock options will accelerate upon a change in control. In addition to the value associated with stock options, the figures in this column assume the accelerated vesting by the Board of Directors of all RSUs and PSUs, as applicable. For purposes of this table, we have assumed accelerated vesting of the PSUs at target.

(3)	Per their existing Change in Control Severance Agreements, the amounts reported in this column as separation compensation for the named executive officers equal 1.5 times the sum of the executive’s highest annual base salary and target annual incentive compensation.

(4)

Under the terms of the existing Change in Control Severance Agreements for the named executive officers, if the payments and benefits they are entitled to receive under these agreements would result in the payment of the excise tax imposed by Section 4999 of the Internal Revenue Code, then their payments and benefits may be subject to reduction. Under their agreements, change in control payments and benefits are reduced by the minimum amount necessary to avoid federal excise tax, if the reduction would result in the named executive officers receiving a higher net after tax amount. The amounts in this column do not reflect the application of any reduction in payment or benefit according to the terms of the change in control agreements.

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(1)

Stock awards represented in this column vest on May 17, 2018 and are subject to forfeiture until vested. Aggregate restricted stock outstanding at December 31, 2017 for each of the following non-employee directors was: Besong – 1,657, Carlton – 1,657, Clancy – 1,178, Drahozal – 1,657, Evans – 1,657, Gardial – 1,178, Milligan – 1,657, Noyce – 1,657, Quass – 1,657, Skogman – 1,657, and Voss – 1,657.

(2)

Amounts in this column represent: (a) the aggregate grant date fair value for restricted stock granted during 2017 in the case of each director other than Ms. Mahon; and (b) the incremental fair value associated with the waiver of the vesting requirements in connection with Ms. Mahon's resignation from the Board of Directors, each calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. 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, 2017.

(3)	Aggregate options outstanding at December 31, 2017 for each of the following non-employee directors was: Besong – 1,755, Carlton – 1,131, Drahozal – 9,354, Evans – 2,456, Milligan – 9,354, Noyce – 6,627, Quass – 12,354, and Skogman – 4,445. Clancy, Gardial, Mahon and Voss have no options outstanding.

(4)	For Ms. Mahon, her outstanding equity awards were accelerated and restrictions removed in connection with her retirement. Accordingly, the amount shown in this column includes the incremental fair value of the modified award computed as of the modification date in accordance with FASB ASC Topic 718. The modification does not represent a new grant.

(5)	For Mr. Noyce, the amount in this column includes $0 deferred under the Directors’ Deferred Compensation Plan, described below. At December 31, 2017, Mr. Noyce’s plan balance, including any accrued dividends, represented 3,322 phantom stock units.

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