PENSION EQUITY PLAN

Exhibit 10.2

ALLIANCE ONE INTERNATIONAL, INC.

PENSION EQUITY PLAN

Amended and Restated Effective January 1, 2005

Originally Effective January 1, 1986

TABLE OF CONTENTS

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ALLIANCE ONE INTERNATIONAL, INC.

PENSION EQUITY PLAN

INTRODUCTION

Alliance One International, Inc. (the “Corporation”) maintains the Alliance One International, Inc. Pension Equity Plan (the “Plan”) to provide unfunded supplemental retirement benefit 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, 1986. The Corporation previously amended the Plan on or about August 25, 2004, March 11, 2005 and May 24, 2006.

Except as otherwise specifically provided, the provisions of the Plan as amended and restated herein are generally effective as of January 1, 2005, and are intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) of the Internal Revenue Code of 1986, as amended.

The provisions of the Plan as amended and restated herein shall not apply to a Grandfathered Participant who Retires on or after March 11, 2005 and prior to April 1, 2007. The rights and benefits of any such Grandfathered Participant shall be determined in accordance with the terms and provisions of the amendment to the Plan executed on May 24, 2006 (if the Participant Retires on or after May 24, 2006 and prior to April 1, 2007) or the amendment to the Plan dated March 11, 2005 (if the Participant Retires on or after March 11, 2005 and prior to May 24, 2006).

Participation in the Plan is frozen effective December 31, 2004. 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. The Administrator shall be the named fiduciary with respect to this 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). 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.

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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 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.

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1.13 Corporation

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

1.14 Credited Compensation

1.15 Credited Service

Credited Service means a Participant’s total period of service as an Employee who is compensated on a salaried basis, determined as of December 31, 2004, plus the additional years of Credited Service, if any, that the Participant would earn on account of continued employment as a salaried employee of the Corporation after such date until the date the Participant would attain age 65. All periods of such service (whether or not consecutive or continuous) shall be aggregated and twelve months of such service shall constitute a year of Credited Service.

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 during the five consecutive Fiscal Years in the ten Fiscal Years immediately preceding April 1, 2007, that yields the highest such average.

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1.20 Grandfathered Participant

A Participant is a Grandfathered Participant only if and so long as all of the following requirements are satisfied:

1.21 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. The Joint and Survivor Annuity shall be actuarially equivalent (using the actuarial assumptions and methods applicable to the Cash Balance Plan) in value to the Participant’s Normal Retirement Allowance.

1.22 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.

1.23 Nonqualified Offset Plan

Nonqualified Offset Plan means any supplemental executive retirement plan or other nonqualified retirement or deferred compensation plan maintained by the Corporation or an Affiliate (other than the SERP and the Retirement Account). Notwithstanding the foregoing, a plan shall not be considered a Nonqualified Offset Plan unless the written terms of the plan include a restriction on amendments that satisfies the provisions of this Section. A plan’s restriction on amendments will satisfy the provisions of this Section only if the restriction prohibits any amendment that would trigger the additional taxes provided under Code Section 409A(a)(1)(B) (by changing the time or form of payment of any nonqualified deferred compensation benefit or otherwise), taking into consideration such plan and all other nonqualified plans with which its benefits are linked. A plan is not required to specifically identify this Plan in order to be considered a Nonqualified Offset Plan with respect to this Plan.

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1.24 Normal Form

Normal Form means payment of a benefit in the form of a single life annuity payable monthly and commencing as of the Participant’s Normal Retirement Date.

1.25 Normal Retirement Allowance

Normal Retirement Allowance means the benefit described in Section 3.01.

1.26 Normal Retirement Date

Provided that the Participant has met the vesting requirements of Section 4.01, 4.02 or 4.03, Normal Retirement Date means the first day of the month next following the later of:

1.27 Offset Amount

Offset Amount means the sum of the benefits, if any, accrued for 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 any non-U.S. pension plan or similar arrangement (to the extent funded by contributions by the Corporation or an Affiliate). The Offset Amount shall be expressed as a monthly amount that would be paid in the Normal Form. To calculate the Offset Amount, the Administrator shall convert each benefit that is includible in the Offset Amount into an actuarially equivalent monthly benefit expressed in the Normal Form, and then add such monthly amounts together. The following special rules shall apply:

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1.28 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.

1.29 Participant

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

1.30 Plan

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

1.31 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.

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By way of illustration, a Participant who was not a Senior Vice President or above on July 1, 1995, and 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 18/25 and an “age fraction” of 50/60 or 5/6. In that example, the Pro Ration Percentage is 77.7% (18/25 plus 5/6) divided by 2 = (.72 plus .833) divided by 2.

1.32 Retirement Account

Retirement Account means the Alliance One International, Inc. Supplemental Retirement Account Plan.

1.33 Retirement, Retire, Retired or Retires

Retirement, Retire, Retired or Retires means the termination of a Participant’s employment with the Corporation or an Affiliate for any reason other than the Participant’s death prior to his Normal Retirement Date.

1.34 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 so long as the Participant continues to provide more than insignificant services as an employee, consultant or other service provider to the Corporation or any Affiliate.

1.35 SERP

SERP means the Alliance One Incorporated, Inc. Supplemental Executive Retirement Plan (formerly the DIMON Incorporated Supplemental Executive Retirement Plan). The SERP is not a Nonqualified Offset Plan with respect to this Plan, but this Plan is intended to be a Nonqualified Offset Plan with respect to (and as defined in) the SERP.

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 Year 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.

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