DIEBOLD, INCORPORATED PENSION RESTORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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Title: DIEBOLD, INCORPORATED PENSION RESTORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: Ohio Date: 2/27/2009
Industry: Office Equipment Sector: Technology

Exhibit 10.5(iii)

DIEBOLD, INCORPORATED PENSION RESTORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Amended and Restated January 1, 2008

DIEBOLD, INCORPORATED PENSION RESTORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Amended and Restated January 1, 2008)

Table of Contents


	Page
ARTICLE I PLAN		1
ARTICLE II PURPOSE OF THE PLAN		1
ARTICLE III DEFINITIONS		1
(1) “Actuarial Equivalent”		1
(2) “Affiliate”		1
(3) “Beneficiary”		2
(4) “Board”		2
(5) “Change in Control		2
(6) “Change in Control Benefit”		2
(7) “Code”		2
(8) “Committee”		2
(9) “Company”		2
(10) “Company Service”		2
(11) “Disability Benefit”		2
(12) “Early Retirement Age”		2
(13) “Employer”		2
(14) “50% Joint and Survivor Annuity”		2
(15) “Normal Retirement Date”		3
(16) “100% Joint and Survivor Annuity”		3
(17) “Participant”		3
(18) “Plan”		3
(19) “Plan Benefit”		3
(20) “Points”		3
(21) “Post-Retirement Death Benefit”		3
(22) “Pre-Retirement Death Benefit”		3
(23) “Qualified Retirement Plan”		3
(24) “Retirement Benefit”		3
(25) “Separation from Service”		3
(26) “Specified Employee”		4
(27) “Spouse”		4
(28) “Terminated for Cause”		4
(29) “Termination of Employment”		5
(30) “Total Disability”		5
(31) “Vested Benefit”		5
ARTICLE IV ELIGIBILITY, PARTICIPATION AND VESTING		5
(a) Eligibility for Participation in the Plan		5


	Page
(b) Eligibility for Benefits		6
(c) Initial Election		6
(d) Vesting		6
(e) Forfeiture of Plan Benefits		6
ARTICLE V NORMAL RETIREMENT BENEFITS		6
(a) Qualification for Benefit		6
(b) Computation of Amount of Normal Retirement Benefit		6
ARTICLE VI EARLY RETIREMENT BENEFIT		7
(a) Qualification for Benefit.		7
(b) Computation of Amount of Early Retirement Benefit		7
ARTICLE VII VESTED BENEFIT		8
(a) Qualification for Benefit		8
(b) Computation of Amount of Vested Benefit		8
ARTICLE VIII DISABILITY BENEFIT		9
(a) Qualification for Benefit		9
(b) Computation of Amount of Disability Benefit		9
ARTICLE IX BENEFIT UPON CHANGE IN CONTROL		10
(a) Qualification for Benefit		10
(b) Change in Control		10
(c) Computation of Amount of Change in Control Benefit		11
ARTICLE X DEATH BENEFIT		12
(a) Pre-Retirement		12
(b) Post-Retirement Death Benefit		13
ARTICLE XI OPTIONAL FORMS AND TIMING OF BENEFITS		13
(a) Optional Forms of Benefits		13
(b) Timing of Benefit Payments		13
ARTICLE XII PLAN ADMINISTRATION AND CLAIMS		16
(a) Administration by Committee		16
(b) Powers of the Committee		16
(c) Committee Actions		17
(d) Claims and Review Procedure		17
(e) Deadline to File Claim		19
(f) Exhaustion of Administrative Remedies		19
(g) Deadline to File Legal Action		20
(h) Knowledge of Fact by Participant Imputed to Beneficiary		20
(i) Information Furnished by Participants		20
(j) Overpayments		20
ARTICLE XIII MISCELLANEOUS		20
(a) Funding		20
(b) No Guaranty of Benefits		21
(c) Assignments and Restrictions		21
(d) Headings		22
(e) Employment		22
(f) Applicable Law		22


	Page
(g) Binding Effect on Employer, Participants, Spouses and Their Successors		22
(h) Participant Information		22
(i) Incapacity		22
(j) Code Section 409A		23
ARTICLE XIV AMENDMENT AND TERMINATION		23
(a) Amendment		23
(b) Termination		23

iii

DIEBOLD, INCORPORATED PENSION RESTORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Amended and Restated as of January 1, 2008)

ARTICLE I

PLAN

The Diebold, Incorporated Pension Restoration Supplemental Executive Retirement Plan (the “Plan”) was originally adopted effective as of January 1, 2007. The Plan is being amended as of January 1, 2008 to comply with the final regulations under Code Section 409A, as enacted by the American Jobs Creation Act of 2004.

ARTICLE II

PURPOSE OF THE PLAN

This Plan was created for the principal purpose of providing retirement income for a select group of executive and highly compensated management employees, within the meaning of Section 201(2), 301(a)(3) and 401(a)(1) of ERISA, of Diebold, Incorporated and its subsidiary organizations. It is intended to restore benefits which are not payable under the Diebold, Incorporated Retirement Plan for Salaried Employees as a result of the compensation limits imposed by Section 401(a)(17) of the Internal Revenue Code. During the period from January 1, 2007 (the original effective date) and until the effective date of this Restatement, the Plan was operated in good faith compliance with IRS Notice 2005-1, proposed regulations under Code §409A and other applicable guidance.

ARTICLE III

DEFINITIONS

(a)

The following definitions shall apply with respect to this Plan:

	(1)		“Actuarial Equivalent” shall mean, except where otherwise indicated, a benefit of equivalent value to the benefit it replaces calculated on the basis of the RP-2000 Mortality Table for males (RP-2000 Mortality Table for females spouse’s mortality) and a seven percent (7%) interest rate per annum, compounded annually.

	(2)		“Affiliate” shall mean any entity included with the Company in a controlled group of corporations or trades or businesses under common control within the meaning of Code §414(b) or §414(c), an affiliated service group within the

meaning of Code §414(n), or any other entity required to be aggregated with the Company under Code §414(o). For all purposes under this Plan, in applying Code §1563(a)(1), (2) and (3) for purposes of determining the Company’s Affiliates under Code §414(b), the language “at least 80%” shall be applied as it appears in those sections, and in applying Treas. Reg. §1.414(c)-2 for purposes of determining trades or business (whether or not incorporated) that are under common control for purposes of Code §414(c), the language “at least 80%” shall be used as it appears in such regulation.

	(3)		“Beneficiary” shall mean an eligible surviving Spouse that may receive death benefits under this Plan, as are outlined in Article X.

	(4)		“Board” shall mean the Board of Directors of Diebold, Incorporated.

	(5)		“Change in Control” shall have the meaning assigned to such term in Article IX.

	(6)		“Change in Control Benefit” shall mean the benefit determined in accordance with Article IX.

	(7)		“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

	(8)		“Committee” shall mean the Compensation Committee of the Board, as such Committee may be constituted from time to time.

	(9)		“Company” shall mean Diebold, Incorporated.

	(10)		“Company Service” shall mean years of employment (measured in years and completed months) with an Employer.

	(11)		“Disability Benefit” shall mean the benefit determined in accordance with Article VIII hereof.

	(12)		“Early Retirement Age” shall mean the date that the Participant has both attained age 50 and accrued 70 points.

	(13)		“Employer” shall mean (a) the Company or its successors, and (b) any Affiliate which may specifically adopt this Plan with the consent of the company, or its successors.

	(14)		“50% Joint and Survivor Annuity” shall mean a reduced monthly Plan benefit which is Actuarially Equivalent to the single life annuity under the Plan and is payable to the Participant for his life, with continuance of monthly payments of 50% of such reduced amount after his death to his surviving Spouse until the first day of the month in which occurs the surviving Spouse’s death.

	(15)		“Normal Retirement Date” shall mean the first day of the month coincident with or next following the 65 ^th birthday of the Participant.

	(16)		“100% Joint and Survivor Annuity” shall mean a reduced monthly Plan Benefit which is Actuarially Equivalent to the single life annuity under the Plan and is payable to the Participant for his life, with continuance of monthly payments of 100% of such reduced amount after his death or this surviving spouse until the first day of the month in which occurs the surviving Spouse’s death.

	(17)		“Participant” shall mean any executive or highly paid management employee of an Employer who is selected to participant in this Plan pursuant to the provisions of Article IV.

	(18)		“Plan” shall mean this Diebold, Incorporated Pension Restoration Supplemental Executive Retirement Plan, as in effect from time to time.

	(19)		“Plan Benefit” shall mean the Change in Control Benefit, Disability Benefit, Vested Benefit, Retirement Benefit, Pre-Retirement Death Benefit or Post-Retirement Death Benefit for which a Participant or his Spouse may qualify.

	(20)		“Points” shall be the numerical total of the Participant’s years of age plus years of Company Service.

	(21)		“Post-Retirement Death Benefit” shall mean the benefit determined in accordance with Section (b) of Article X.

	(22)		“Pre-Retirement Death Benefit” shall mean the benefit determined in accordance with Section (a) of Article X.

	(23)		“Qualified Retirement Plan” shall mean the Diebold, Incorporated Retirement Plan for Salaried Employees, as presently set forth and as it may subsequently be amended, or it successor.

	(24)		“Retirement Benefit” shall mean the benefit determined in accordance with Article V or Article VI, as applicable.

	(25)		“Separation from Service” shall mean a Participant dies, retires, or otherwise has a Termination of Employment from the Employer. A Separation from Service shall not be considered to have occurred if the Participant’s employment relationship is treated by the Employer as continuing while the Participant is on military leave, sick leave, or other bona fide leave of absence if such period of leave does not exceed 6 months or, if longer, so long as the individual’s right to reemployment is provided by statute or by contract. If the period of leave exceeds 6 months and such reemployment rights are not provided, the

employment relationship is deemed to terminate on the first date immediately following such 6-month period. Whether a Separation from Service has occurred will be determined in accordance with the requirements of Code §409A.

	(26)		“Specified Employee” shall mean a key employee as defined in Code Section 416(i) as further interpreted by the Treasury Regulations issued under Code Section 409A.

	(27)		“Spouse” shall mean the surviving spouse of a Participant at the time of his death, but only if the Participant and such spouse were married at least one year prior to the earlier of the Participant’s Separation from Service, death, retirement or other termination of employment with the Employer.

	(28)		“Terminated for Cause” shall mean Participant’s Termination of Employment by an Employer due to the Participant’s:

	(i)		intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Employer;

	(ii)		intentional wrongful damage to property of the Employer;

	(iii)		intentional wrongful disclosure of secret processes or confidential information of the Employer; or

	(iv)		intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty to the Employer and any such at shall have been materially harmful to the Employer.

For purposes of the Plan, no act, or failure to act, on the part of the Participant shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done, or omitted to be done, by the Participant not in good faith or without reasonable belief that his action or omission was not in or opposed tot eh best interest of the Employer. Notwithstanding the foregoing, a Participant shall not be deemed to have been Terminated for Cause hereunder unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purposes, finding that, in the good faith opinion of the Board, the Participant had committed an act set forth above and specifying the particulars thereof in detail. The Participant shall receive reasonable notice and an opportunity for the Participant, together with his counsel, to be heard before

the Board. Nothing herein shall limit the right of the Participant or his Beneficiaries to contest the validity or propriety of any such determination.

	(29)		“Termination of Employment” shall mean the severing of employment with the Employer, voluntarily or involuntarily. A Participant is presumed to have incurred a Termination of Employment from the Employer where the facts and circumstances indicate that the Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or the level of bona fide services the Participant would perform after such date would permanently decrease to 20% or less of the average level of services over the immediately preceding 36-month period (or the full period of such services, if less than 36 months). A Termination of Employment will be determined in accordance with treasury Regulation 1.409A-1(h)(l)(ii).

	(30)		“Total Disability” shall mean a physical or mental impairment that causes a Participant to be unable to engage in any substantial gainful activity, which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Such determination of disability may be made by the Social Security Administration or may be made pursuant to the Company’s long term disability insurance program.

	(31)		“Vested Benefit” shall mean the benefit determined in accordance with Article VII hereof.

(b)

Throughout this Plan, and whenever appropriate, the masculine gender shall be deemed to include the feminine and neuter, the singular shall be deemed to include the plural and vice versa.

ARTICLE IV

ELIGIBILITY, PARTICIPATION AND VESTING

(a)

Eligibility for Participation in the Plan . The Chief Executive Officer of the Company shall nominate executive or highly paid management employees of the Employer whose compensation exceeds the limit set forth under Section 401(a)(17) of the Internal Revenue Code for participation in the Plan. The Committee shall make the final decision as to those executives or highly paid management employees who shall become Participants in the Plan. Newly appointed executive or highly paid management employee shall become Participants in the Plan effective as of the next following January 1.

(b)		Eligibility for Benefits . A Participant shall be entitled to receive a Plan Benefit (or have a Plan Benefit provided for his surviving Spouse) only if he satisfies the conditions of this Article IV and satisfies the qualification requirements of any of the Articles under the Plan to become eligible to receive a benefit thereunder.

(c)		Initial election . Within 30 days of becoming a Participant in the Plan, each Participant shall file an election with the Committee designating what optional form of payment under Article XI shall be paid on account of his Separation from Service.

(d)		Vesting . A Participant shall be vested hereunder upon attaining five years of Company Service or upon meeting the requirements for a Retirement Benefit, Disability Benefit, or Change in Control Benefit hereunder.

(e)		Forfeiture of Plan Benefits . In the absence of a Change in Control or a finding of Total Disability, a Participant’s participation shall cease and no benefits under this Plan shall be payable:

(i)

to a Participant if the Participant:

	(A)		voluntarily terminates employment before completing at least five years of Company Service; or

	(B)		fails to give an Employer six months written advance notice of his pending voluntary Termination of Employment if he is leaving Diebold prior to age 55 (or three months written advance notice if he is leaving Diebold at age 55 or later); or

	(C)		is Terminated for Cause; or

(ii)

to a Participant’s Spouse, if the Participant:

	(A)		dies prior to satisfying the requirements for a Spouse’s Pre-Retirement or Post-Retirement Death benefit under Article X; or

	(B)		is Terminated for Cause.

ARTICLE V

NORMAL RETIREMENT BENEFIT

(a)		Qualification for Benefit . Subject to the provisions of Article IV, a Participant who attains age 65 while employed by an Employer shall be eligible, at any time after his said attainment of age 65, to retire and receive a Retirement Benefit commencing at the time set forth in Article XI.

(b)		Computation of Amount of Normal Retirement Benefit . A Participant who retires under Section (a) shall be entitled to receive a monthly Retirement Benefit equal to:

	(i)		the monthly benefit (expressed as a single life annuity) the Participant would have received under the Qualified Retirement Plan, payable as of the first of the month coincident with or next following the Participant’s Separation from Service if the benefit under the Qualified Retirement Plan was determined without regard to the compensation limit of Section 401(a)(17) of the Code and benefit limit of Section 415 of the Internal Revenue Code ,minus,

	(ii)		the monthly benefit (expressed as a single life annuity, but not including any temporary supplements) payable to the Participant under the terms of the Qualified Retirement Plan, payable as of the first of the month coincident with or next following the Participant’s Separation from Service assuming:

	(A)		for purposes of determining whether the Participant had a vested benefit under the Qualified Retirement Plan and when the Participant could elect commencement of his benefit under Qualified Retirement Plan (but not for purposes of determining the amount thereof), that the Participant had sufficient service under the Qualified Retirement Plan to have a vested benefit under the Qualified Retirement Plan and a right to commence receiving such benefit on the first of the month coincident with or next following the Participant’s Separation from Service, and

	(B)		that the Participant elected commencement of such benefit on such date.

ARTICLE VI

EARLY RETIREMENT BENEFIT

(a)		Qualification for Benefit . Subject to the provisions of Article IV, a Participant who has attained his Early Retirement Age shall be eligible to retire and receive a Retirement Benefit commencing at the time set forth in Article XI.

(b)		Computation of Amount of Early Retirement Benefit . A Participant who has a Termination of Employment after meeting the requirements under Section (a) shall be entitled to receive, a monthly Retirement Benefit equal to:

(i)

the monthly benefit (expressed as a single life annuity) the Participant would have received under the Qualified Retirement Plan, payable as of his Normal Retirement Date, if the benefit under the Qualified Retirement Plan was determined without regard to the compensation limit of Section 401(a)(17) of the Code and benefit limit of Section 415 of the Internal Revenue Code, minus

(ii)

the monthly benefit (expressed as a single life annuity, but not including any temporary supplements) payable to the Participant under the terms of the Qualified Retirement Plan commencing as of his Normal Retirement Date, assuming:

	(A)		for purposes of determining whether the Participant had a vested benefit under the Qualified Retirement Plan and when the Participant could elect commencement of his benefit under the Qualified Retirement Plan (but not for purposes of determining the amount thereof) that the Participant had sufficient service under the Qualified Retirement Plan to have a vested benefit under the Qualified Retirement Plan and a right to commence receiving such benefit as of his Normal Retirement Date ; and

	(B)		that the Participant elected commencement of such benefit as of such date.

The monthly benefit computed under this Section (b) shall be actuarially reduced, using the assumptions identified in Article III(a)(1), for each full month by which the date of commencement precedes the date that the Participant attains his Normal Retirement Date.

ARTICLE VII

VESTED BENEFIT

(a)		Qualification for Benefit . Subject to the provisions of Article IV, a Participant who has a Termination of Employment before he has attained his Normal Retirement Age or Early Retirement Age and after the Participant has completed five or more years of Company Service shall be eligible to receive a Vested Benefit commencing on the date set forth in Article XI.

(b)		Computation of Amount of Vested Benefit . A Participant who is eligible for a Vested Benefit shall be entitled to receive a monthly Vested Benefit equal to:

	(i)		the monthly benefit (expressed as a single life annuity) the Participant would have received under the Qualified Retirement Plan, commencing as of his Normal Retirement Date, if the benefit under the Qualified Retirement Plan was determined without regard to the compensation limit of Section 401(a)(17) of the Code and benefit limit of Section 415 of the Internal Revenue Code minus

	(ii)		the monthly benefit (expressed as a single life annuity, but not including any temporary supplements) payable to the Participant under the terms of the Qualified Retirement Plan commencing as of his Normal Retirement Date, assuming:

	(A)		for purposes of determining whether the Participant had a vested benefit under the Qualified Retirement Plan and when the Participant could elect commencement of his benefit under the Qualified Retirement Plan (but not for purposes of determining the amount thereof), that the Participant had sufficient service under the Qualified Retirement Plan to have a vested benefit under the Qualified Retirement Plan and a right to commence receiving such benefit, and

	(B)		that the Participant elected commencement of such benefit as of such date.

ARTICLE VIII

DISABILITY BENEFIT

(a)		Qualification for Benefit . Subject to the provisions of Article IV, if a Participant incurs a Termination of Employment with the Employer after he has completed 15 years of Company Service but before he reaches his Normal Retirement Date by reason of his Total Disability, such Participant shall be eligible to receive a Disability Benefit commencing at the time set forth in Article XI.

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