On August 6, 2009, at the 2009 annual meeting of shareholders of Alliance One International, Inc. (the "Company"), the shareholders of the Company voted to approve the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan (the "Incentive Plan"). A description of the Incentive Plan, as amended, was included in the Company's definitive proxy statement for the 2009 annual meeting of shareholders filed with the Securities and Exchange Commission on July 10, 2009.
The Company incorporates by reference such description from its definitive proxy statement, which description appears under the heading "Proposal Three - Approval of the Proposed Amendment and Restatement of the 2007 Incentive Plan."

( c ) Exhibits

      Exhibit No.      Description
      10.1             Exhibit 10.1 - Amended and Restated Alliance One
                       International, Inc. 2007 Incentive Plan, incorporated by
                       reference to Appendix A to the definitive proxy statement of
                       Alliance One International, Inc. filed on July 10, 2009 (SEC
                       File No. 1-3684)

Alliance One International, Inc.