SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment"), made and entered into this 5th day of August, 1999, to be effective as of the 1st day of May, 1999, by and between DIMON Incorporated (the "Company") and Albert C. Monk, III (the "Executive"). WHEREAS, DIMON International, Inc. was merged into DIMON Incorporated, and DIMON Incorporated is the successor in interest to that certain Employment Agreement (the "Agreement") dated October 18, 1994, which was effective as of July 1, 1994, entered into by the Executive. The Company and the Executive have agreed to modify Section 3.1 of the Agreement to reflect certain understandings between the parties with regard to the expiration date of the Initial Term and the provisions for notice regarding expiration of the Term of the Executive's employment. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Executive agree that the Agreement shall be amended as follows: 1. The date "June 30, 1999" used in subsection (i) of the first sentence of Section 3.1 shall be replaced with the date "October 31, 1999" such that the first sentence of Section 3.1 shall read as follows: 3.1 Term of Employment. The term of the Executive's employment (the "Initial Term") under this Agreement shall be effective as of July 1, 1994, and shall continue until the earliest to occur of the following (the "Termination Date"): (i) October 31, 1999 (except as otherwise provided in this Section 3.1); (ii) the last day of the Employment Year (as defined in this Section 3.1) in which the Executive attains the age of sixty-five (65); (iii) the date of death of the Executive; (iv) the date coinciding with the end of one hundred eighty (180) days of continuous "Total Disability" of the Executive (as defined in ARTICLE 7); (v) the specified date of termination under the Notice Exception (as defined in Section 3.2); (vi) the date of termination under the Cause Exception (as defined in Section 3.3); or (vii) the date the Executive terminates his employment for Good Reason (as defined in Section 3.4). 2. The date "May 1" used in the third sentence of Section 3.1 shall be replaced with the date "September 1" such that the third sentence of Section 3.1 shall read as follows: If either party hereto desires for the Term to expire at the end of the Initial Term or at the end of any - -1- (84) succeeding one-year Extension Period, such party shall give written notice of such desire to the other party no later than September 1 of the Employment Year (as defined in this Section 3.1) in which the Initial Term will expire or September 1 of any succeeding one-year Extension Period. 3. The date "July 1" used in the last sentence of Section 3.1 shall be replaced with the date "November 1" such that the sentence reads as follows: Each twelve-month period beginning November 1 during the Term is referred to herein as an "Employment Year." IN WITNESS WHEREOF, the parties have executed this Second Amendment to Employment Agreement on the day and year first above written. EXECUTIVE /s/ Albert C. Monk, III ____________________________ Albert C. Monk, III WITNESS /s/ Debra F. Alderson Debra F. Alderson _________________________ DIMON INCORPORATED /s/ Richard O. O'Reilly By: Richard O. O'Reiley ______________________ Its: Senior Vice President - Human Relations ______________________ Attest: /s/ John O. Hunnicutt John O. Hunnicutt _________________________ Secretary/Assistant Secretary - -2- (85)