Purpose
The primary function of the Finance Committee (the "Committee") of the Board of Directors (the "Board") of Alliance One International, Inc. (“AOI") is to assist the Board with regard to the Company's financial policies and resources.

Authority
The Committee is formed by Board Resolution pursuant to Article IV Section 5 of the Bylaws. Changes to the Committee's Charter and Mandates must also be made by Board Resolution. The Committee will act only as a committee, with individual members possessing no power to act on their own.

The Committee shall have access to information regarding Company affairs and the assistance of Company management to the extent necessary for the fulfillment of its obligations, and may engage the services of consultants as necessary to assist in the performance of its responsibilities.

Membership Criteria
The Committee will consist of at least three Directors, including a Committee Chairman. All Committee members must be independent, as that term is defined by the New York Stock Exchange (NYSE); all Committee members shall be determined by the Board to be financially literate (as such term is interpreted by the Board in its business judgment).

Appointment of Members and Chairman
The Board will appoint both the members and the Chairman of the Committee. The appointments will be made at each Annual Meeting of the Board or when successors are required.

Removal of Members and Chairman
In accordance with Article IV Section 9 of the Bylaws, any member of the Committee, including the Chairman, may be removed by majority vote of the Directors then in office.

Vacancies
In accordance with Article IV Section 10 of the Bylaws, any vacancy on a Committee may be filled by majority vote of the Directors then in office.

Meetings

Frequency – The Committee shall meet at least annually. The Committee may meet more frequently as necessary or appropriate.

Notice – In accordance with Article IV, Section 6 of the Bylaws (and by reference Article III, Section 6 of the Bylaws), notice of Committee meetings will be provided at least twenty-four (24) hours in advance of the meeting. Meetings may be held at any time without notice if the members waive the notice requirement by attendance at the meeting or otherwise.

Forum – The Committee may meet in person, by telephone or by other means acceptable to the Committee.

Quorum – A quorum shall consist of a majority of the Committee members. Action by a majority of the members shall constitute action by the Committee.

Chairman – In the absence of the Chairman, the Committee will designate by majority vote of the members present another member to serve as Acting Chairman of the meeting.

Minutes
The Secretary of the Company, or his designee, will keep minutes of all Committee meetings.

Reporting
The Committee will report to the Board on the proceedings of each Committee meeting.

Mandates
Review and advise the Board regarding:

• The Company's capital structure and strategy for obtaining financial resources, including the issue of securities.
  
• Review annually the business plan from the perspective of funds flow, capital expenditure and financing requirements.
  
• The Company's financing activities, including an annual review of the Company's principal commercial and investment banking relationships; its banking authorizations, material terms of the Company's credit facilities in light of the Company's operating strategy, risk exposures, financial policies and changes in applicable law or accounting requirements; and tax planning strategies and initiatives.
  
• The Company's policies with respect to financial risk assessment and financial risk management.
  
• Review and make recommendations on all mergers, acquisitions, disposals and other major financial transactions that require approval of the Board.
  
• The Company's dividend actions, based upon a review of the Company's financial position, liquidity, legal restrictions and future financial requirements.

The Committee shall also carry out such other duties as may be delegated to it by the Board from time to time.

Consistency with Articles of Incorporation, Bylaws
To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of the Articles of Incorporation or the Bylaws of the Corporation, the Articles of Incorporation or the Bylaws, as appropriate, shall fully control.