DIEBOLD, INCORPORATED PENSION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated January 1, 2008

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(a)

The following definitions shall apply with respect to this Plan:

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.

(17)

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

(18)

“50% Joint and Survivor Annuity” shall mean a reduced monthly Supplemental Executive Retirement Benefit which is the Actuarial Equivalent of 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.

(19)

“Final Average Monthly Compensation” shall mean one-twelfth of the average of the Participant’s Annual Compensation for the five complete consecutive calendar years during his last 10 calendar years of employment with the Employer during which his compensation was the highest. In the event a Participant has been employed for a period of less than five consecutive calendar years, the Participant’s Final Average Monthly Compensation shall be the average of his monthly compensation amounts in effect for all of the complete calendar months during which he was employed by the Employer.

(20)

“Normal Retirement Benefit” shall mean the benefit determined in accordance with Article V.

(21)

“Normal Retirement Date” shall mean the first day of the month coinciding with or next following the 65 ^th birthday of a Participant.

(22)

“100% Joint and Survivor Annuity” shall mean a reduced monthly Supplemental Executive Retirement Benefit which is the Actuarial Equivalent of 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 to his surviving Spouse until the first day of the month in which occurs the surviving Spouse’s death.

(23)

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

(24)

“Pension Restoration SERP” means the Diebold, Incorporated Pension Restoration Supplemental Executive Retirement Plan.

(25)

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

(26)

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

(27)

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

(28)

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

(29)

“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.

(30)

“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.

(31)

“Service Fraction” shall mean, for any Participant, a fraction, the numerator of which is the lesser of (A) the Participant’s years of Company Service, or (B)  25, the denominator of which is 25.

(32)

“Social Security Benefit” shall mean the Primary Insurance Amount under the Federal Social Security Act to which a Participant would be entitled as of the later of his Normal Retirement Date or the date of his actual retirement, computed on the basis of the Participant’s average wage history (estimated or actual) for years before the date of determination and, in the case of a Participant who terminates employment with the Employer prior to his Normal Retirement Date, by assuming that the Participant will earn wages after his termination of employment and prior to his Normal Retirement Date at a rate equal to the Participant’s wage rate at the time of his termination of employment. If a Participant in this Plan is not eligible for full Social Security Benefits (for example, an individual who has previously worked in the military), for purposes of determining benefits under this Plan, such Social Security Benefits would be imputed as if he had been so eligible and had been covered by Social Security for his entire working career.

(33)

“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.

(34)

“Spouse” shall mean the surviving spouse of a Participant at the time of his death, by only if the Participant and such spouse were married at least one year prior to Separation from Service.

(35)

“Supplemental Executive Retirement Benefit” shall mean the Change in Control Benefit, Disability Benefit, Early Retirement Benefit, Vested Benefit, Normal Retirement Benefit, Pre-Retirement Death benefit or Post-retirement Death Benefit for which a Participant or his Spouse may qualify.

(36)

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

(37)

“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).

(b)

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

(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 Supplemental Executive Retirement Benefit (or have a Supplemental Executive Retirement 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 ten 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:

(A)

voluntarily terminates employment before completing at least ten 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

(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.

(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 Normal 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 Supplemental Executive Retirement Benefit equal to 50% of the Participant’s Final Average Monthly Compensation multiplied by his Service Fraction, reduced by the sum of:

(iii)

the monthly benefit (expressed as a single life annuity) payable to the Participant under the terms of the Pension Restoration SERP commencing on the first day of the month coincident with or following his Separation from Service; and

(iv)

the monthly benefit derived from the Company matching contribution under the terms of the 401(k) Restoration SERP, assuming the Participant receives the full match available in an amount equal to three percent (3%) of Annual Compensation (as such term is defined in the 401(k) Restoration SERP), in excess of the IRC §401(a)(17) limit, accumulated to the first day of the month coincident with or following his Separation from Service with interest at a fixed rate of eight percent (8%) and converted to a single life annuity using the mortality table prescribed in Revenue Ruling 2001-62 and an interest rate of seven percent (7%).

(a)

Qualification for Benefit . Subject to the provisions of Article IV, a Participant who attains his Early Retirement Age while employed by an Employer shall be eligible to retire and receive an Early Retirement Benefit commencing at the time set forth in Article XI.

(b)

Computation of Amount of Early Retirement Benefit . A Participant who has Termination of Employment after meeting the requirements under Section (a) shall be entitled to receive a monthly Early Retirement Benefit equal to 50% of the Participant’s Final Average Monthly Compensation multiplied by his Service Fraction reduced by the sum of:

(A)

for purposes for 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 on his Normal Retirement Date, and

(B)

that the Participant elected commencement of such benefit as of such date; and

(a)

Qualification for Benefit . Subject to the provisions of Article IV, a Participant who has a Termination of Employment before he reaches his Early Retirement Age and after the Participant has completed ten or more years of Company Service shall be eligible to receive a Vested Benefit commencing at the time set forth in Article XI.