Exhibit 10.3





	
	
      Exhibit
        10.3

    
	 
	 
	
      STANDARD
        COMMERCIAL CORPORATION

        SUPPLEMENTAL RETIREMENT PLAN

    
	 
	 
	
                          This
        agreement made and entered into this 27th day of March,
        1990, by Standard Commercial Corporation, a corporation organized
        and existing user the laws of the State of North Carolina, shall be effective
        the 1st day of April, 1989.

    
	 


  	
      PREAMBLE

    
	 
	
                The
        principal objective of this Plan is to restore to Participants any benefits
        that would otherwise be lost to them under the Standard Commercial Corporation
        Defined Benefit Pension Plan because of limitations imposed by Section
        415 and 401 (a) (17) of the Internal Revenue Code.

    
	 
	 
	
      SECTION
        I

    
	 
	
      DEFINITIONS

    
	 
	
                Except
        as noted below, all words or phrases used herein shall have the same meaning
        as is attributed to them in Article I of the Basic Plan.

    
	 
	
                1.01   BASIC
        PLAN - The words “Basic Plan” mean the Standard Commercial
        Corporation Defined Benefit Pension Plan as it may be amended from time
        to time or any successor thereto.

    
	 
	
                1.02   BOARD
        - The word “Board” means the Board of Directors of Standard
        Commercial, and to the extent allowed by the Articles of Incorporation
        of the Company, action by the Board may be taken by the Executive Committee.

    
	 
	
                1.03   CODE
        - The word “Code” means the Internal Revenue Code of 1986, as
        amended.

    
	 
	
                1.04   COMPANY
        - The word “Company” means Standard Commercial Corporation and
        any successor thereto and any other company which is authorized by the
        Board to adopt the Plan and which, by direction of its board of directors
        or highest executive authority, adopts the Plan by executing a participation
        agreement.

    
	 
	
                1.05   ERISA
        - The word “ERISA” means the Employee Retirement Income and
        Security Act of 1974, as amended.

    
	 
	 
	
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                1.06   EXCESS
        PENSION PLAN BENEFIT - The words “Excess Pension Plan Benefit”
        mean a monthly pension, or the actuarial equivalent thereof, equal to
        the benefit (as defined in Article IV of the Basic Plan) which would have
        been payable to the Participant from the Basic Plan had the limitations
        imposed by Section 415 and 401 (a) (17) of the Code not applied, less
        the actual benefit payable from the Basic Plan or the actuarial equivalent
        thereof.

    
	 
	
                1.07   PARTICIPANT
        - The word “Participant” means an employee of the Company who
        is eligible to participate in the Plan in accordance with Section 3.02
        and who elects to participate.

    
	 
	
                1.08   PLAN
        - The word “Plan” means the Standard Commercial Corporation
        Supplemental Retirement Plan.

    
	 
	 
	
      SECTION
        II

    
	 
	
      BENEFITS

    
	 
	
                2.01   A
        Participant will be entitled to receive Excess Pension Plan Benefits under
        this Plan which may increase or decrease from time to time and which shall
        be payable at the same time and in the same manner as are his benefits
        under the Basic Plan.  If Section 415 prohibits any benefits from
        being paid from the Basic Plan, this Plan shall provide all the benefits
        the Basic Plan would have provided under the same conditions.

    
	 
	 
	
      SECTION
        III

    
	 
	
      MISCELLANEOUS

    
	 
	
                3.01  ADMINISTRATION.
        Full power and authority to construe, interpret, and administer the Plan
        shall be vested in the Administrative Committee (the “Committee”)
        appointed by the Board.  The Committee shall have the authority to
        make determinations provided for or permitted to be made under the Plan,
        to interpret the Plan, and to promulgate such rules and regulations, if
        any, as the Committee considers necessary and appropriate for the implementation
        of the Plan.

    
	 
	
                3.02  ELIGIBILITY
        AND PARTICIPATION.  The Company, in its sole discretion,
        shall establish eligibility qualifications for participation in the Plan,
        provided the Company may designate such authority to any person, persons
        or entity.  Participation shall be limited to key executives and
        a select group of highly compensated employees of the Company, as such
        terms are defined in ERISA.

    
	 
	 
	
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                3.03  NON-ALIENATION.  Neither
        a Participant nor anyone claiming through him shall have any right to
        commute, sell, assign, transfer or otherwise convey the right to receive
        any payments hereunder, which payments and the rights thereto hereby are
        expressly declared to be non-assignable and non-transferable, nor shall
        any such right to receive payments hereunder be subject nor shall any
        such right to receive payments hereunder be subject to the claims of creditors
        of a Participant or anyone claiming through him to any legal, equitable,
        or other proceeding or process for the enforcement of any claims..

    
	 
	
                3.04  TAX
        WITHHOLDING.   The Company may withhold from any payment
        made by it under the Plan such amount or amounts as may be required for
        purposes of complying with the tax withholding or other provisions of
        the Code or the Social Security Act or any state income tax act or for
        purposes of paying any estate, inheritance or other tax attributable to
        any amounts payable hereunder.

    
	 
	
                3.05  NON-SECURED
        PROMISE. The rights under this Plan of a Participant and any person
        or entity claiming through him shall be solely those of an unsecured,
        general creditor of the Company.  Any asset acquired or held by the
        Company shall not be deemed to be held by the Company for or on behalf
        of a Participant, or any other person, or to be security for the performance
        of any obligations hereunder of the Company, but shall, with respect to
        this Plan, be and remain a general, unpledged, unrestricted asset of the
        Company.

    
	 
	
                3.06  INDEPENDENCE
        OF PLAN. Except as otherwise expressly provided herein, this Plan
        shall be independent of, and in addition to, any other employment agreement
        or employment benefit agreement or plan or rights that may exist from
        time to time between the parties hereto.  This Plan shall not be
        deemed to constitute a contract of employment between the Company and
        a Participant, nor shall any provision hereof restrict the right of the
        Company to discharge a Participant, or restrict the right of a Participant
        to terminate his employment with the Company.

    
	 
	
                3.07  PLAN
        INTERPRETATION. The Paragraph headings used in this Plan are for convenience
        or reference only and shall not be considered in construing this Plan.
         The masculine gender, where appearing in the text of the Plan will
        be deemed to include the feminine gender, and the singular may include
        the plural, unless the context clearly indicates the contrary.

    
	 
	 
	
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                3.08  RESPONSIBILITY
        FOR LEGAL EFFECT. Neither the Committee nor the Company makes any
        representations or warranties, express or implied, or assumes any responsibility
        concerning the legal, tax, or other implications or effects of this Plan.

    
	 
	
                3.09  COMMITTEE
        DETERMINATIONS FINAL. Each determination provided for in the Plan
        with respect to its operation, interpretation and administration, shall
        be made in the absolute discretion of the Committee.  Any such determination
        shall be binding on all persons.

    
	 
	
                3.10  AMENDMENT.
        The Company may, in its sole discretion amend the Plan from time to time.
         No such amendment shall reduce a Participant’s or a Beneficiary’s
        benefits under the Plan to an amount less than an amount that he would
        have been entitled to under the Plan on the later of the date the amendment
        is adopted or made effective, as if the Plan had been terminated on that
        date.

    
	 
	
                3.11  TERMINATION
        AT THE COMPANY’S OPTION. Notwithstanding any other provision
        of this Plan, the Company may terminate this Plan at any time if the Company,
        in its sole and absolute discretion, determines that any change in federal
        or state law, or judicial or administrative interpretation thereof, has
        materially affected the Company’s cost of providing the benefits
        otherwise payable under this Plan, or for any other reason whatsoever.
         Upon such termination, the sole amount payable to a Participant
        shall be calculated as if the Participant terminated employment on the
        date the Plan terminated, and shall be paid in a lump sum as soon as administratively
        possible after the termination of the Plan.

    
	 
	
                3.12  SUCCESSORS,
        ACQUISITIONS, MERGERS, CONSOLIDATIONS. The terms and conditions of
        this Plan shall inure to the benefit of and bind the Company, the Participants,
        their successors, assigns, and personal representatives.  The Company
        agrees that it will not merge, consolidate, or otherwise be acquired by
        any other business entity unless and until the surviving business entity
        shall expressly assume and confirm in writing the obligations of the Company
        under this Agreement.

    
	 
	
                3.13  CONTROLLING
        LAW. The Plan shall be construed in accordance with the laws of the
        state of North Carolina to the extent not preempted by laws of the United
        States of America,

      including
        ERISA.

    
	 
	 
	
      SECTION
        IV

    
	 
	
                4.01  CLAIMS
        PROCEDUIRE. Any claim by a Participant or his beneficiary (hereinafter
        "Claimant") for benefits shall be submitted to the Committee.
         The Committee shall be responsible for deciding whether such claim
        is within the scope provided by the Plan (a "Covered Claim")
        or is otherwise subject to payment pursuant to the terms of any Plan,
        and for providing full and fair review of the decision on such claim.
         In addition, the Committee shall provide a full and fair review
        in accordance with ERISA, including without limitation Section 503 thereof.

    
	 
	 
	
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                4.02  CONTENTS
        OF CLAIM. Each Claimant or other interested person shall file with
        the Committee such pertinent information as the Committee may specify,
        and in such manner and form as the Committee may specify or provide, and
        such person shall not have any rights or be entitled to any benefits or
        further benefits hereunder, as the case may be, unless such information
        is filed by the Claimant or on behalf of the Claimant.  Each Claimant
        shall supply at such times and in such manner as may be required, written
        proof that Covered Claims were incurred or that the benefit is covered
        under the Plan.  If it is determined that a Claimant has not incurred
        a Covered Claim or if the Claimant shall fail to furnish such proof as
        is requested, no benefits or no further benefits hereunder, as the case
        may be, shall be payable to such Claimant.

    
	 
	
                4.03  NOTICE
        OF DECISION. Notice of a decision by the Committee with respect to
        a claim shall be furnished to the Claimant within ninety (90) days following
        the receipt of the claim by the Committee (or within ninety (90) days
        following the expiration of the initial ninety (90) day period, in a case
        where there are special circumstances requiring extension of time for
        processing the claim).  If special circumstances require an extension
        of time for processing the claim, written notice of the extension shall
        be furnished by the Committee to the Claimant prior to the expiration
        of the initial ninety (90) day period.  The notice of extension shall
        indicate the special circumstances requiring the extension and the date
        by which the notice of decisions with respect to the claim shall be furnished.
         Commencement of benefit payments shall constitute notice of approval
        of a claim to the extent of the amount of the approved benefit. If such
        claim shall be wholly or partially denied, such notice shall be in writing
        and worded in a manner calculated to be understood by the Claimant, and
        shall set forth:  (i) the specific reason or reasons for the denial;
        (ii) specific reference to pertinent provisions of the Plan on which the
        denial is based; (iii) a description of any additional material or information
        necessary for the Claimant to perfect the claim and an explanation of
        why such material or information is necessary; and (iv) an explanation
        of the Plan's claims review procedure. If the Committee fails to notify
        the Claimant of the decision regarding his claim in accordance with these
        "Claims Procedure" provisions, the claim shall be deemed denied
        and the Claimant shall then be permitted to proceed with the claims review
        procedure provided herein.

    
	 
	 
	
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                4.04  APPEALING
        CLAIM DENIAL. Within sixty (60) days following receipt by the Claimant
        of notice of the claim denial, or within sixty (60) days following the
        close of the ninety (90) day period referred to herein, or if the Committee
        fails to notify the Claimant of the decision within such ninety (90) day
        period, the Claimant may appeal denial of the claim by filing a written
        application for review with the Committee.  Following such request
        for review, the Committee shall fully and fairly review the decision denying
        the claim.  Prior to the decision of the Committee, the Claimant
        shall be given an opportunity to review pertinent documents and to submit
        issues and comments in writing and request a review of the Committee of
        the decision denying the claim.  Such a request shall be made in
        writing and filed with the Committee within sixty (60) days after delivery
        to the Claimant of written notice of the decision.  Such written
        request for review shall contain all additional information which the
        Claimant wishes the Committee to consider.  The Committee may hold
        a hearing or conduct an independent investigation regarding the merits
        of the denied claim promptly, and within sixty (60) days following receipt
        by the Committee of the request for review (or within one hundred and
        twenty (120) days after such receipt, in a case where there are special
        circumstances requiring extension of time for reviewing such denied claim)
        shall deliver the decision to the Claimant in writing.  If the decision
        on review is not furnished within the prescribed time, the claim shall
        be deemed denied on review.

    
	 
	
                For
        all purposes under the Plan, the decision with respect to a claim if no
        review is requested and the decision with respect to a claim if review
        is requested shall be final, binding and conclusive on all interested
        parties as to participation relating to the Plan.

    
	 
	
                IN
        WITNESS WHEREOF, Standard Commercial Corporation has caused this Agreement
        to be executed all as of the day and year first above written

    
	 
	 
	 	
      STANDARD COMMERCIAL
        CORPORATION

    
	 	 
	 	 
	 	
      BY:  /s/  Marvin
        W. Coghill, President

    
	 	 
	
      ATTEST:

    	 
	 	 
	
      (Corporate Seal)

    	 
	 	 
	 	 
	
      BY:  /s/  Guy
        M. Ross, Secretary

    	 
	 
	 
	
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      NORTH CAROLINA

    	
      FIRST
        AMENDMENT

        TO THE

    
	
      WILSON COUNTY

    	
      STANDARD COMMERCIAL
        CORPORATION

      SUPPLEMENTAL
        RETIREMENT PLAN

    
	 
	 
	
                THIS
        AMENDMENT, made and entered into this 14th day of December, 1994, by Standard
        Commercial Corporation (the "Corporation"), a corporation organized
        and existing under the laws of the State of North Carolina.

    
	 
	 
	
      W I
        T N E S S E T H:

    
	 
	
                WHEREAS,
        the Corporation has established and adopted the Standard Commercial Corporation
        Supplemental Retirement Plan (the "Plan") effective April 1,
        1989;

    
	 
	
                WHEREAS,
        pursuant to section 3.10 of the Plan, the Corporation has reserved the
        right to amend the Plan from time to time, in its sole discretion;

    
	 
	
                WHEREAS,
        the Corporation desires to amend the Plan effective December 1, 1994 to
        provide that the Administrative Committee appointed under the Plan, in
        its discretion, may specify the amount of compensation that shall be used
        in calculating, solely for purposes of the Plan, the amount of a participant's
        benefit under the Standard Commercial Corporation Defined Benefit Pension
        Plan (the "Defined Benefit Plan");

    
	 
	
                WHEREAS,
        pursuant to resolution of its Executive Committee, the Corporation has
        authorized and directed its officers to execute such documents and to
        take such other action as may be necessary to give effect to the foregoing
        amendment to the Plan.

    
	 
	
                NOW
        THEREFORE, in consideration of the premises herein contained, the Plan
        is hereby amended effective December 1, 1994 by adding the following at
        the end of section 1.06:

    
	 
	 	
      The
        Committee shall be entitled, in its discretion, to specify an amount of
        compensation that shall be used in calculating, solely for purposes of
        this Plan, the amount of a participant's benefit under the Basic Plan.

    
	 
	 
	
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                IN
        WITNESS WHEREOF, the Corporation has caused this amendment to be executed
        by its duly authorized officer and its corporate seal to be hereunto affixed,
        all as of the date first written above.

    
	 
	 
	 	
      CORPORATION:

      

    
	 	
      STANDARD COMMERCIAL
        CORPORATION

    
	 	 
	 	
      By:  /s/  Guy
        M. Ross

    
	 	
      Name:   Guy
        M. Ross

    
	 	
      Title:     Vice
        President & Secretary

    
	
      ATTEST:

    	 
	 	 
	
      BY:  /s/  Hampton
        R. Poole

    	 
	 	 
	
      (Corporate Seal)

    	 
	 
	 
	
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      RESOLUTIONS
        OF ADMINISTRATIVE COMMITTEE

        UNDER THE

        STANDARD COMMERCIAL CORPORATION

        SUPPLEMENTAL RETIREMENT PLAN

    
	 
	 
	
                WHEREAS,
        Standard Commercial Corporation (the "Corporation") adopted
        the Standard Commercial Corporation Supplemental Retirement Plan (the
        "Plan") effective April 1, 1989, as amended effective December
        1, 1994;

    
	 
	
                WHEREAS,
        the undersigned were appointed by the Board of Directors of the Corporation
        to serve as the Administrative Committee under the Plan (the "Administrative
        Committee");

    
	 
	
                WHEREAS,
        the Plan provides that the Administrative Committee, in its discretion,
        may specify an amount of compensation that shall be used in calculating,
        solely for purposes of the Plan, the amount of a participant's benefit
        under the Standard Commercial Corporation Defined Benefit Pension Plan
        (the "Defined Benefit Plan");

    
	 
	
                WHEREAS,
        effective April 1, 1994, the annual salary payable to M. W. Coghill
        (the "Participant") by the Corporation was reduced such that
        the amount of compensation that will be taken into account for benefit
        calculation purposes under the Defined Benefit Plan with respect to the
        Participant has been reduced from $310,000 to $263,500 as of April 1,
        1994;

    
	 
	
                WHEREAS,
        in view of the decrease in the Participant's annual salary effective April
        1, 1994, the Corporation desires that the amount of compensation that
        shall be taken into account in calculating, solely for purposes of the
        Plan, the Participant's benefit under the Defined Benefit Plan shall be
        $310,000 for plan years ending on or after March 31, 1995.

    
	 
	
                NOW,
        THEREFORE, BE IT RESOLVED, that in view of the decrease in the annual
        salary payable to the Participant by the Corporation effective April 1,
        1994, the Administrative Committee hereby specifies that the amount of
        compensation that shall be taken into account in calculating, solely for
        purposes of the Plan, the Participant's benefit under the Defined Benefit
        Plan shall be $310,000 for plan years ending on or after March 31,1995.

    
	 
	
                The
        foregoing resolution is adopted this 14th day of December 1994.

    
	 
	 	 
	
      By:  /s/  G.
        M. Ross                                  

    	
      By:  /s/  E.
        C. Dilda                                 

    
	
                    G.
        M. Ross

    	
                    E.
        C. Dilda

    
	 	 
	
      By:  /s/  D.
        L. Williams                            

    	
      By:  /s/  Edward
        A. Majeski                     

    
	
                    D.
        L. Williams

    	
                    Edward
        A. Majeski

    
	 	 
	 	
      By:  /s/  Hampton
        R. Poole, Jr.                

    
	 	
                    Hampton
        R. Poole, Jr.

    
	 
	 
	
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      NORTH CAROLINA

    	
      SECOND
        AMENDMENT

        TO THE

    
	
      WILSON COUNTY

    	
      STANDARD COMMERCIAL
        CORPORATION

      SUPPLEMENTAL
        RETIREMENT PLAN

    
	 
	 
	
                THIS
        AMENDMENT, made and entered into this 25th day of November, 1996, by Standard
        Commercial Corporation (the "Corporation"), a corporation organized
        and existing under the laws of the State of North Carolina.

    
	 
	
      W I
        T N E S S E T H:

    
	 
	
                WHEREAS,
        the Corporation has established and adopted the Standard Commercial Corporation
        Supplemental Retirement Plan (the "Plan") effective April 1,
        1989, as subsequently amended from time to time;

    
	 
	
                WHEREAS,
        pursuant to section 3.10 of the Plan, the Corporation has reserved the
        right to amend the Plan from time to time, in its sole discretion;

    
	 
	
                WHEREAS,
        the Corporation desires to amend the Plan effective as of the date of
        execution hereof to eliminate the lump sum optional form of distribution;

    
	 
	
                WHEREAS,
        pursuant to resolution of its Executive Committee, the Corporation has
        authorized and directed its officers to execute such documents and to
        take such other action as may be necessary to give effect to the foregoing
        amendment to the Plan.

    
	 
	
                NOW
        THEREFORE, in consideration of the premises herein contained, the Plan
        is hereby amended effective as of the date of execution hereof as follows:

    
	 
	 	
      Section
        2.01 of the Plan is amended by deleting the section in its entirety and
        inserting in lieu thereof the following:

    
	 	 
	 	
      "2.01
        A Participant will be entitled to receive Excess Pension Plan Benefits
        under this Plan which may increase or decrease from time to time and which
        shall be payable at the same time as are his benefits under the Basic
        Plan. Such Excess Pension Plan Benefits shall be paid in the same manner
        in which the Participant's Basic Benefits are paid; provided, however,
        a lump sum distribution shall not be available under this Plan. If the
        Participant elects to receive his Basic Benefits in the form of a lump
        sum distribution, he shall make a separate election as to the manner in
        which Excess Pension Plan Benefits shall be paid hereunder. If Section
        415 prohibits any benefits from being paid from the Basic Plan, this Plan
        shall provide all the benefits the Basic Plan would have provided under
        the same conditions, subject to the distribution form restriction stated
        above."

    
	 
	 
	
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                IN
        WITNESS WHEREOF, the Corporation has caused this amendment to be executed
        by its duly authorized officer and its corporate seal to be hereunto affixed,
        all as of the date first written above.

    
	 
	 
	 	
      CORPORATION:

      

    
	 	
      STANDARD COMMERCIAL
        CORPORATION

    
	 	 
	 	
      By:  /s/  Guy
        M. Ross

    
	 	
      Name:   Guy
        M. Ross

    
	 	
      Title:     Vice
        President & Secretary

    
	
      ATTEST:

    	 
	 	 
	
      BY:  /s/  Hampton
        R. Poole

    	 
	 	 
	
      (Corporate Seal)

    	 
	 
	 
	
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      RESOLUTIONS
        OF ADMINISTRATIVE COMMITTEE

        UNDER THE

        STANDARD COMMERCIAL CORPORATION

        SUPPLEMENTAL RETIREMENT PLAN

    
	 
	 
	
                WHEREAS,
        Standard Commercial Corporation (the "Corporation") adopted
        the Standard Commercial Corporation Supplemental Retirement Plan (the
        "Plan") effective April 1, 1989, as amended effective December
        1, 1994;

    
	 
	
                WHEREAS,
        the undersigned were appointed by the Board of Directors of the Corporation
        to serve as the Administrative Committee under the Plan (the "Administrative
        Committee");

    
	 
	
                WHEREAS,
        the Plan provides that the Administrative Committee, in its discretion,
        may specify an amount of compensation that shall be used in calculating,
        solely for purposes of the Plan, the amount of the participant's benefit
        under the Standard Commercial Corporation Defined Benefit Pension Plan
        and Trust (the "Defined Benefit Plan");

    
	 
	
                WHEREAS,
        effective April 1, 1994, the annual salary payable to M. W. Coghill (the
        "Participant") by the Corporation was reduced such that the
        amount of compensation taken into account for benefit calculation purposes
        under the Defined Benefit Plan with respect to the Participant was reduced
        from $310,000 to $263,500 as of April 1, 1994;

    
	 
	
                WHEREAS,
        in view of the decrease in the Participant's annual salary effective April
        1, 1994, the Administrative Committee previously specified that the amount
        of compensation to be taken into the account in calculating, solely for
        the purposes of the Plan, the Participant's benefit under the Defined
        Benefit Plan shall be $310,000 for plan years ending on or after March
        31, 1995;

    
	 
	
                WHEREAS,
        the Participant's annual salary has since been increased to an amount
        above $310,000;

    
	 
	
                WHEREAS,
        The Administrative Committee intends that the amount of compensation to
        be taken into account in calculating, solely for purposes of the Plan,
        the Participant's benefit under the Defined Benefit Plan be the greater
        of the Participant's actual compensation or $310,000, and desires to take
        clarifying action at this time.

    
	 
	
                NOW,
        THEREFORE, BE IT RESOLVED, that the Administrative Committee hereby specifies
        that the amount of compensation that shall be taken into account in calculating,
        solely for purposes of the Plan, the Participant's benefit under the Defined
        Benefit Plan shall be the greater of the Participant's actual compensation
        or $310,000 for plan years ending on or after March 31,1995.

    
	 
	 
	
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                The
        foregoing resolution is adopted this 25th day of August 2000.

    
	 
	 
	 	
      By:  /s/  Michael
        K. McDaniel                  

    
	 	
                    Michael
        K. McDaniel

    
	 	 
	 	
      By:  /s/  Timothy
        S. Price                          

    
	 	
                    Timothy
        S. Price

    
	 	 
	 	
      By:  /s/  Robert
        A. Sheets                          

    
	 	
                    Robert
        A. Sheets

    
	 	 
	 	
      By:  /s/  Hampton
        R. Poole, Jr.                  

    
	 	
                    Hampton
        R. Poole, Jr.

    
	 
	
      ALL
        THE MEMBERS OF THE ADMINISTRATIVE COMMITTEE

    
	 
	 
	
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