ALLIANCE ONE INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Effective January 1, 2009 Originally Effective January 1, 1997

ALLIANCE ONE INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

INTRODUCTION

Alliance One International, Inc. (the “Corporation”) maintains the Alliance One International, Inc. Supplemental Executive Retirement Plan (the “Plan”) to provide unfunded supplemental retirement benefits to a select group of management and highly compensated employees as such terms are used in sections 201, 301, and 501 of the Employee Retirement Income Security Act of 1974.  The Plan was originally effective January 1, 1997.  The Corporation previously amended the Plan on or about August 25, 2004, March 11, 2005 and March 30, 2007.  During the period from January 1, 2005 through December 31, 2008, the Plan has been administered in good faith compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and guidance issued thereunder, including but not limited to Internal Revenue Service Notices 2005-1, 2006-79, 2007-78 and 2007-86 and proposed and final regulations published under Section 409A of the Code.

Except as otherwise specifically provided, the provisions of the Plan as amended and restated herein are generally effective as of January 1, 2009, and are intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) of the Code.

Participation in the Plan is frozen effective March 31, 2007.  In addition, no Participant shall accrue additional benefits under this Plan on account of Compensation paid after March 31, 2007.

ARTICLE 1

DEFINITIONS

1.01.

Accounting Firm

Accounting Firm means the accounting firm, consulting firm or other qualified service provider designated by the Corporation.

1.02.

Administrator

Administrator means an administrative committee composed of the Corporation’s Senior Vice President – Human Resources and Vice President – Compensation and Benefits, provided that no member of such committee shall take part in any discretionary administrative decision with respect to such member’s benefits (if any) under the Plan.  Notwithstanding the foregoing, the Compensation Committee in its discretion may remove or replace any member of the administrative committee, or name a different committee or an individual to serve as Administrator hereunder.

1.03.

Affiliate

Affiliate means any related person or entity that along with the Corporation would be considered a single employer under Code Section 414(b) or (c), provided that in applying such rules the existence of a controlled group of corporations or of a group of trades or businesses under common control shall be based on a threshold of 50% instead of 80%.  A person or entity shall be considered an Affiliate only during the time it would be considered a single employer with the Corporation under such provisions.

1.04.

Board

Board means the Board of Directors of the Corporation.

1.05.

Cash Balance Plan

Cash Balance Plan means the Alliance One International, Inc. Pension Plan (formerly known as the DIMON Incorporated Cash Balance Plan), and any successor thereto.

1.06.

Capped Parachute Payments

Capped Parachute Payments means the largest amount of Parachute Payments that may be paid to the Participant without liability under Code Section 4999.

1.07.

Cause

A Participant’s termination of employment will be deemed to have been “for Cause” hereunder if the Administrator determines that the Participant’s employment was terminated in whole or in part by reason of (i) one or more violations of the Corporation’s Code of Conduct (as in effect from time to time) or (ii) one or more violations of law (other than misdemeanor traffic violations) that injure or damage the business reputation or prospects of the Corporation or an Affiliate.

1.08.

Change in Control

Effective on and after April 1, 2007, Change in Control means that (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing more

than 30% of the aggregate voting power of all classes of the Corporation’s voting securities on a fully diluted basis, after giving effect to the conversion of all outstanding warrants, options and other securities of the Corporation convertible into or exercisable for voting securities of the Corporation (whether or not such securities are then exercisable); (ii) the shareholders of the Corporation approve (A) a plan of merger, consolidation or share exchange between the Corporation and an entity other than a direct or indirect wholly-owned subsidiary of the Corporation or (B) a proposal with respect to the sale, lease, exchange or other disposal of all, or substantially all, of the Corporation’s property; or (iii) during any period of two consecutive years (which period may be deemed to begin prior to the date of this agreement), individuals who at the beginning of such period constituted the Board, together with any new members of the Board whose election by the Board or whose nomination for election by the shareholders of the Corporation was approved by a majority of the members of the Board then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board.

1.09.

Code

Code means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect at the relevant time.

1.10.

Compensation

Compensation means the taxable earnings for services rendered as an Employee and paid in cash by the Corporation and its Affiliates to the Participant, plus amounts deferred or contributed under Code Sections 401(k), 125, 129 or 132(f)(4) pursuant to the Participant’s salary reduction agreement, but excluding commissions, extra pay for temporary foreign service, amounts paid as special incentive bonuses under incentive programs established in connection with the merger of Standard Commercial Corporation and DIMON Incorporated, and severance or similar benefits paid by the Corporation or any Affiliate on account of termination of employment.  Compensation shall not include any amount paid or payable after March 31, 2007.

1.11.

Compensation Committee

Compensation Committee means the Executive Compensation Committee of the Board (or such other committee of the Board appointed by the Board to administer the Plan).

1.12.

Competes

Competes means that the Participant, either directly or indirectly, either as principal, agent, employee, employer, owner, stockholder (owning more than 5% of the value of a corporation’s outstanding stock), partner, contractor, consultant or in any other individual or representative capacity, engages in the business of a tobacco dealer, importer or exporter or any other business in which the Corporation or an Affiliate is engaged at such time. If any provision of the preceding sentence or Section 4.04 is ever deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Corporation and Participant (by virtue of his participation in the Plan), agree that such provisions must be and are reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and expressly authorize a court having jurisdiction to reform the provisions to the maximum time, geographic area and activity limitations permitted by applicable law. @

1.13.

Control Change Date

Control Change Date means the date on or after April 1, 2007, on which all of the events necessary for a Change in Control have occurred.

1.14.

Corporation

Corporation means Alliance One International, Inc. and any successor corporation.

1.15.

Credited Compensation

(a)

If the Participant dies or Retires prior to April 1, 2007, Credited Compensation means fifty percent (50%) of the average of the Compensation paid to the Employee with respect to periods of employment with the Corporation or an Affiliate during the three Fiscal Years occurring during the last ten Fiscal Years that the Participant was employed by the Corporation that yields the highest number.

(b)

If the Participant dies or Retires on or after April 1, 2007, Credited Compensation means fifty percent (50%) of the Participant’s Frozen Average Compensation.

1.16.

Employee

Employee means a person who is an employee of the Corporation or an Affiliate.

1.17.

Excess Parachute Payment Amount

Excess Parachute Payment Amount means the excess of the total amount of Parachute Payments over the amount of Capped Parachute Payments.

1.18.

Fiscal Year

Fiscal Year means the Corporation’s taxable year for Federal income tax purposes.

1.19.

Frozen Average Compensation

Frozen Average Compensation means the average of the Compensation paid to the Participant with respect to periods of employment with the Corporation or an Affiliate during the three Fiscal Years occurring during the last ten Fiscal Years immediately preceding April 1, 2007 that the Participant was employed by the Corporation that yields the highest such average.

1.20.

Frozen Standard SERP

Frozen Standard SERP means the Standard Commercial Corporation Supplemental Retirement Plan, under which all accrued benefits were frozen as of December 31, 2005.

1.21.

Frozen Standard SERP Benefit

Frozen Standard SERP Benefit means the Participant’s frozen accrued normal retirement benefit as of December 31, 2005, under the Frozen Standard SERP.

1.22.

Joint and Survivor Annuity

Joint and Survivor Annuity means an annuity benefit under which equal monthly installments are payable to the Participant during his lifetime and under which, upon the earlier death of the Participant, monthly installments are payable to the Surviving Spouse during her lifetime in an amount equal to 50% of the Participant’s monthly payment.

1.23.

Net After-Tax Amount

Net After-Tax Amount means the amount of any Parachute Payments or Capped Parachute Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable to the Participant as in effect on the date of the first payment under this Plan after a Control Change Date. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Parachute Payments, as applicable, in effect for the year in which the determination is made.

1.24.

Normal Retirement Allowance

Normal Retirement Allowance means the benefit described in Section 3.01.

1.25.

Normal Retirement Date

Normal Retirement Date means the first day of the month coincident with or next following the later of the Participant’s attainment of age 65 or the Participant’s Separation from Service.

1.26.

Offset Amount

Offset Amount means the sum of the monthly amounts, if any, payable to or on behalf of a Participant under the Cash Balance Plan, the Alliance One International, Inc. Global Pension Plan (or its successor), the Alliance One Brasil Exportadora de Tobacos Ltda Pension Plan (or its successor), and the Profit Sharing Account.  The Offset Amount shall also include the Frozen Standard SERP Benefit and, for certain Participants, the amount or amounts specified in Appendix A to this Plan.

(a)

For purposes of Section 3.01(a), the Offset Amount shall be determined as of the Participant’s Separation from Service and shall be expressed as a monthly amount that would be paid as a single life annuity commencing at the Participant’s Normal Retirement Date (in the case of a Participant who is not legally married on the date of his Separation from Service), or as a monthly amount that would be paid to the Participant during his lifetime under a Joint and Survivor Annuity commencing at the Participant’s Normal Retirement Date (in the case of a Participant who is legally married on the date of his Separation from Service).

(b)

The Offset Amount shall be determined using the actuarial assumptions and methods applicable to the Cash Balance Plan.  Except as provided in Appendix A, the Administrator shall calculate the Offset Amount by converting each benefit that is includible in the Offset Amount into an actuarially equivalent monthly benefit expressed in the appropriate form and assuming a benefit commencement date as of the date the benefits under this Plan are scheduled to commence, and then adding such monthly amounts together.

(c)

The Administrator may adopt such procedures and conventions as it deems necessary or appropriate to calculate the Offset Amount hereunder, including but not limited to procedures and conventions for converting amounts expressed in different currencies into the corresponding amounts expressed in the currency in which Plan benefits will be paid.

1.27.

Parachute Payment

Parachute Payment means a payment that is described in Code Section 280G(b)(2) (without regard to whether the aggregate present value of such payments exceeds the limit prescribed by Code Section 280G(b)(2)(A)(ii)). The amount of any Parachute Payment shall be determined in accordance with Code Section 280G and the regulations promulgated thereunder.

1.28.

Participant

Participant means an Employee who satisfies the requirements of Article 2.

1.29.

Pension Equity Plan

Pension Equity Plan means the Alliance One International, Inc. Pension Equity Plan.

1.30.

PEP Retirement Allowance

PEP Retirement Allowance means the “Normal Retirement Allowance” as defined in Section 3.01 of the Pension Equity Plan.

1.31.

Plan

Plan means this Alliance One International, Inc. Supplemental Executive Retirement Plan.

1.32.

Profit Sharing Account

Profit Sharing Account means, as of any date, a Participant’s March 31, 1998 profit sharing account balance in the DIMON International Profit Sharing Plan (currently known as the Alliance One International, Inc. Savings and Profit Sharing Plan) as adjusted for gains and losses as if such March 31, 1998 account balance had been invested in such plan’s stable value fund or, if the plan does not have a stable value fund, in such successor fund as may be designated by the Administrator.

1.33.

Pro Ration Percentage

Pro Ration Percentage means the percentage determined by adding the “service fraction” and the “age fraction” and dividing the sum by two. The “service fraction” is a fraction in which the numerator is the Years of Service (in whole and fractional years, but not to exceed twenty) credited to a Participant on the date of termination of employment with the Corporation and its Affiliates and the denominator of which is twenty. The “age fraction” is a fraction the numerator of which is the Participant’s age (in whole and fractional years, but not to exceed sixty) on the date of termination of employment with the Corporation and its Affiliates and the denominator of which is sixty. By way of illustration, a Participant who terminates employment at age fifty and after completing eighteen years of service and after satisfying the vesting requirements of Section 4.02 will have a “service fraction” of 18/20 or 9/10 and an “age fraction” of 50/60 or 5/6. In that example, the Pro Ration Percentage is 86.7% (5/6 plus 9/10) divided by 2 = (.833 plus .9) divided by 2)).

1.34.

Retirement, Retire, Retired or Retires

Retirement, Retire, Retired or Retires means the termination of a Participant’s employment with the Corporation or an Affiliate that occurs on or after the Participant satisfies the vesting requirements of Section 4.01 or Section 4.02.

1.35.

Separation from Service

Separation from Service means the Participant’s “separation from service” with the Corporation and its Affiliates within the meaning of Code Section 409A(a)(2)(A)(i) and applicable regulations and other guidance thereunder.  A Separation from Service shall not have occurred:

(a)

So long as the employment relationship is treated as continuing intact under Treasury Regulation § 1.409A-1(h)(i); or

(b)

If the Participant continues to provide more than insignificant services as an employee, consultant or other service provider to the Corporation or any Affiliate.  The Participant will be deemed to be providing more than insignificant services after a particular date unless the facts and circumstances indicate that the Corporation and the Participant reasonably anticipate that the level of bona fide services the Participant will perform after such date would permanently decrease to no more than 20% of the average level of the Participant’s bona fide services over the preceding 36-month period.  The provisions of this paragraph shall be administered in a manner consistent with Treasury Regulation § 1.409A-1(h)(ii).

1.36.

Spouse or Surviving Spouse

Spouse means the person to whom the Participant is legally married on the date the Participant Retires or dies.  Surviving Spouse means the Spouse, provided that the Spouse survives the Participant.

1.37.

Years of Service

Year of Service means a year of vesting service as determined under the Cash Balance Plan.  If the Participant is not a participant in the Cash Balance Plan, a Year of Service shall be twelve (12) months of active service as an Employee of the Corporation and its Affiliates, whether or not consecutive.  An Employee shall receive credit for one (1) month of active service for each calendar month in which he performs substantial services for the Corporation or an Affiliate, as determined by the Administrator.

ARTICLE 2

PARTICIPATION

Participation in the Plan shall be limited to Employees who were participating in the Plan as of December 31, 2004, and any other Employees designated as Participants by the Corporation after 2004 and prior to March 31, 2007.  A Participant shall cease to be a Participant in the Plan on the date that he ceases to be an Employee unless, as of that date, he is entitled to receive a benefit under the Plan in accordance with Articles 3 and 4.

ARTICLE 3

RETIREMENT ALLOWANCES

3.01.

Normal Retirement Allowance

Except as provided in Appendix A to the Plan, retirement allowances shall be paid as provided in this Section 3.01.

(a)

Subject to the requirements and limitations of Article 4 and Section 8.01, a Participant who Retires shall be entitled to receive his Normal Retirement Allowance under the Plan.

(i)

If a Participant Retires on or after satisfying the vesting requirements of Section 4.01, the Normal