DIEBOLD, INCORPORATED SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I

Exhibit 10.5(i)

DIEBOLD, INCORPORATED
SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I

As Amended and Restated January 1, 2008

DIEBOLD, INCORPORATED

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I

as Amended and Restated January 1, 20018

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”			2
(3) “Annual Compensation”			2
(4) “Beneficiary”			2
(5) “Board”			2
(6) “Change in Control			2
(7) “Change in Control Benefit”			2
(8) “Code”			2
(9) “Committee”			2
(10) “Company”			2
(11) “Company Service”			2
(12) “Disability Benefit”			2
(13) “Early Retirement Age”			2
(14) “Early Retirement Benefit”			2
(15) “Early Retirement Date”			3
(16) “Employer”			3
(17) “15-Year Service Benefit”			3
(18) “50% Joint and Survivor Annuity”			3
(19) “Final Average Monthly Compensation”			3
(20 “Grandfathered Benefits”			3
(21) “Involuntary Termination Benefit”			4
(22) “Normal Retirement Benefit”			4
(23) “Normal Retirement Date”			4
(24) “100% Joint and Survivor Annuity”			4
(25) “Participant”			4
(26) “Plan”			4
(27) “Post-Retirement Death Benefit”			4
(28) “Pre-Retirement Death Benefit”			4

		Page
(29) “Qualified Retirement Plan”			4
(30) “Separation from Service”			4
(31) “Service Fraction”			5
(32) “Social Security Benefit”			5
(33) “Specified Employee”			5
(34) “Spouse”			5
(35) “Supplemental Retirement Benefit”			5
(36) “10-Year Service Benefit”			5
(37) “Terminated For Cause”			5
(38) “Termination of Employment”			6
(39) “Total Disability”			6
ARTICLE IV ELIGIBILITY, PARTICIPATION AND VESTING			7
(a) Eligibility for Participation in the Plan			7
(b) Eligibility for Benefits			7
(c) Vesting			7
(d) Forfeiture of Plan Benefits			7
ARTICLE V NORMAL RETIREMENT BENEFITS			8
(a) Qualification for Benefit			8
(b) Computation of Amount of Normal Retirement Benefit			8
ARTICLE VI EARLY RETIREMENT BENEFIT			8
(a) Qualification for Benefit			8
(b) Computation of Amount of Early Retirement Benefit			8
ARTICLE VII INVOLUNTARY TERMINATION BENEFIT			9
(a) Qualification for Benefit			9
(b) Computation of Amount of Involuntary Termination Benefit			9
ARTICLE VIII 10-YEAR SERVICE BENEFIT			10
(a) Qualification for Benefit			10
(b) Computation of Amount of 10-Year Service Benefit			10
ARTICLE IX 15-YEAR SERVICE BENEFIT			11
(a) Qualification for Benefit			11
(b) Computation of Amount of 15-Year Service Benefit			11
ARTICLE X DISABILITY BENEFIT			12
(a) Qualified for Benefit			12
(b) Computation of Amount of Disability Benefit			12
ARTICLE XI BENEFIT UPON CHANGE IN CONTROL			12
(a) Qualification for Benefit			12
(b) Change in Control			12
(c) Computation of Amount of Change in Control Benefit			14
ARTICLE XII DEATH BENEFIT			15

		Page
(a) Pre-Retirement			15
(b) Post-Retirement Death Benefit			15
(c) Minimum Death Benefit			16
ARTICLE XIII PLAN ADMINISTRATION AND CLAIMS			17
(a) Administration by Committee			17
(b) Powers of the Committee			17
(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 XIV OPTIONAL FORMS AND TIMING OF BENEFITS			20
(a) Automatic Form of Payment			20
(b) Annuity Options			20
(c) Timing of Benefit Payments			21
ARTICLE XV MISCELLANEOUS			23
(a) Funding			23
(b) No Guaranty of Benefits			24
(c) Assignments and Restrictions			24
(d) Headings			24
(e) Employment			25
(f) Applicable Law			25
(g) Binding Effect on Employer, Participants, Spouses and Their Successors			25
(h) Participant Information			25
(i) Incapacity			25
(j) Code Section 409A			25
ARTICLE XVI AMENDMENT AND TERMINATION			26
(a) Amendment			26
(b) Termination			26

DIEBOLD, INCORPORATED

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I

Amended and Restated January 1, 2008

ARTICLE I

PLAN

The Diebold, Incorporated Supplemental Employee Retirement Plan (the “Plan”) originally adopted effective January 1, 1990 is hereby amended and restated, effective as of January 1, 2008. This Amended and Restated Plan applies to any Participant who retires, is disabled or is deceased on or after January 1, 2008, except as to such Participant’s Grandfathered Benefits. Any Participant who reaches any one of these events prior to January 1, 2008 and any Participant’s Grandfathered Benefits would be governed by the terms of the plan then in effect. 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.

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)(i) of ERISA, of Diebold, Incorporated and its subsidiary organizations. It is intended to supplement benefits payable under the Diebold, Incorporated Retirement Plan for Salaried Employees, as well as benefits payable under the Federal Social Security Act and certain other deferred compensation arrangements. During the period from January 1, 2005 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)

“Actuarially Equivalent” shall mean, except where otherwise indicated, a benefit of equivalent value to the benefit it replaces calculated on the basis of the UP-1984 Mortality Table and a six and one-half percent (61/2) 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)		“Annual Compensation” shall mean a Participant’s base pay from an Employer for any Plan Year plus the Participant’s Annual Cash Bonus in the Plan Year in which it is accrued. Annual Compensation shall also include amounts paid to individuals who are citizens or residents of the United States and who are employees of, or provide services to, a foreign Affiliate of the Company to which an agreement entered into by the Company under Code Section 3121(l) applies.
	(4)		“Beneficiary” shall mean a person or entity selected by the Participant or an eligible surviving Spouse that may receive death benefits under this Plan, as are outlined in Article X.
	(5)		“Board” shall mean the Board of Directors of Diebold, Incorporated.
	(6)		“Change in Control” shall have the meaning assigned to such term in Article XI.
	(7)		“Change in Control Benefit” shall mean the benefit determined in accordance with Article XI.
	(8)		“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
	(9)		“Committee” shall mean the Compensation Committee of the Board, as such Committee may be constituted from time to time.
	(10)		“Company” shall mean Diebold, Incorporated.
	(11)		“Company Service” shall mean years of employment (measured in years and completed months) with an Employer.
	(12)		“Disability Benefit” shall mean the benefit determined in accordance with Article X hereof.
	(13)		“Early Retirement Age” shall mean the 60th birthday of a Participant.
	(14)		“Early Retirement Benefit” shall mean the benefit determined in accordance with Article VI hereof.

	(15)		“Early Retirement Date” shall mean the first day of the month coinciding with or next following the 60th birthday of a Participant.
	(16)		“Employer” shall mean (a) the Company or its successors, and (b) any Affiliate or other entity which may specifically adopt this Plan with the consent of the Company, or its successors.
	(17)		“15-Year Service Benefit” shall mean the benefit determined in accordance with Article IX hereof.
	(18)		“50% Joint and Survivor Annuity” shall mean a reduced monthly Supplemental 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)		“Grandfathered Benefits” shall mean the amount of annuity benefit, if any, of a Participant under the Plan that was earned and vested as of December 31, 2004 and that the Committee has determined to grandfather within the meaning of Code §409A. Such Grandfathered Benefit shall be based on the present value as of December 31, 2004, of the vested amount to which the Participant would be entitled under the Plan if the Participant voluntarily terminated services without cause on December 31, 2004, and received a payment of the benefits with the maximum value available at the earliest possible date allowed under the Plan following the termination of services. Notwithstanding the foregoing, for any calendar year after December 31, 2004, such Grandfathered Benefit may increase (or decrease) to equal the present value of the benefit the Participant actually becomes entitled to, determined under the terms of the Plan (including the applicable limits under the Code), as in effect on October 3, 2004, without regard to any further amounts affecting the amount of or the entitlement to benefits (other than a Participant election with respect to the time and form of an available benefit).

	(21)		“Involuntary Termination Benefit” shall mean the benefit determined in accordance with Article VII.
	(22)		“Normal Retirement Benefit” shall mean the benefit determined in accordance with Article V.
	(23)		“Normal Retirement Date” shall mean the first day of the month coinciding with or next following the 62nd birthday of a Participant.
	(24)		“100% Joint and Survivor Annuity” shall mean a reduced monthly Supplemental 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.
	(25)		“Participant” shall mean any executive highly paid or management employee of an Employer who is selected to participate in this Plan pursuant to the provisions of Article IV.
	(26)		“Plan” shall mean this Diebold, Incorporated Supplemental Employee Retirement Plan I, as in effect from time to time.
	(27)		“Post-Retirement Death Benefit” shall mean the benefit determined in accordance with Section (b) of Article XII.
	(28)		“Pre-Retirement Death Benefit” shall mean the benefit determined in accordance with Section (a) of Article XII.
	(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 its 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) 15, and the denominator of which is 15.
	(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, but only if the Participant and such spouse were married at least one year prior to the Participant’s Separation from Service.
	(35)		“Supplemental Retirement Benefit” shall mean the Change in Control Benefit, Disability Benefit, Early Retirement Benefit, 10-Year Service Benefit, 15-Year Service Benefit, Involuntary Termination Benefit, Normal Retirement Benefit, Pre-Retirement Death Benefit or Post-Retirement Death Benefit for which a Participant or his Spouse may qualify.
	(36)		“10-Year Service Benefit” shall mean the benefit determined in accordance with Article VIII hereof,
	(37)		“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.
	(38)		“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).
	(39)		“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.

(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. Eligibility for this Plan was closed effective as of January 1, 2002. No further executives or highly paid management employees after such date shall be eligible to participate in the plan after such date except as to which the Board, in its sole discretion, may determine is appropriate.
(b)		Eligibility for Benefits. A Participant shall be entitled to receive a Supplemental Retirement Benefit (or have a Supplemental 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)		Vesting. A Participant shall be vested hereunder upon attaining ten years of Company Service or upon meeting the requirements for a Normal Retirement Benefit, Early Retirement Benefit, Disability Benefit, Involuntary Termination Benefit, or Change in Control Benefit hereunder.
(d)		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 10 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 60 (or three months written advance notice if he is leaving Diebold at age 60 or later); or
	(C)		is Terminated for Cause; or

(ii)

to a Participant’s Spouse or Beneficiary, if the Participant:

	(A)		dies prior to satisfying the requirements for a Spouse’s Pre-Retirement or Post-Retirement Death benefit under Article XII; or
	(B)		is Terminated for Cause.

ARTICLE V

NORMAL RETIREMENT BENEFITS

(a)		Qualification for Benefit. Subject to the provisions of Article IV, a Participant who attains age 62 while employed by an Employer shall be eligible, at any time after his said attainment of age 62, to retire and receive a Normal Retirement Benefit commencing at the time set forth in Article XIV.
(b)		Computation of Amount of Normal Retirement Benefit. A Participant who retires under Section (a) shall be entitled to receive a monthly Supplemental Retirement Benefit equal to 65% of the Participant’s Final Average Monthly Compensation multiplied by his Service Fraction, reduced by the sum of:

	(i)		50% of the monthly Social Security Benefit payable to the Participant commencing on the first day of the month coincident with or following his Separation from Service; and
	(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 on the first day of the month coincident with or following his 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 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 the first day of the month following his 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 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 XIV.
(b)		Computation of Amount of Early Retirement Benefit. A Participant who has a Termination of Employment after meeting the requirements in Section (a) shall be entitled to receive a monthly Early Retirement Benefit equal to 65% of the Participant’s Final Average Monthly Compensation multiplied by his Service Fraction reduced by the sum of:

	(i)		50% of the monthly Social Security Benefit payable to the Participant commencing on this Normal Retirement Date; and
	(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 on 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 at 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 reduced by .7% for each full month (up to 12) by which the date of commencement precedes the Participant’s Normal Retirement Date, and .6833% for each additional full month (if any) by which the date of commencement precedes the Participant’s Normal Retirement Date.

ARTICLE VII

INVOLUNTARY TERMINATION BENEFIT

(a)		Qualification for Benefit. Subject to the provisions of Article IV, a Participant who incurs an involuntary Termination of Employment before he reaches his Early Retirement Age shall be eligible to receive an Involuntary Termination Benefit commencing at the time set forth in Article XIV. The Committee, or its duly appointed representative for this purpose, shall have full discretion to determine whether the termination of a Participant’s employment with the Employer is involuntary.
(b)		Computation of Amount of Involuntary Termination Benefit. A Participant who is eligible for an Involuntary Termination Benefit shall be entitled to receive a monthly Supplemental Retirement Benefit equal to 65% of the Participant’s Final Average Monthly Compensation multiplied by his Service Fraction, reduced by the sum of:

(i)

50% of the monthly Social Security Benefit payable to the Participant commencing on his Normal Retirement Date; and

(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 on 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 at his Normal Retirement Date, and
	(B)		that the Participant elected commencement of such benefit as of such date.

This monthly benefit computed under this Section (b) shall be reduced by .7% for each full month (up to 12) by which the date of commencement precedes the Participant’s Normal Retirement Date, and .6833% for each additional full month (if any) by which the date of commencement precedes the Participant’s Normal Retirement Date.

ARTICLE VIII

10-YEAR SERVICE BENEFIT

(a)		Qualification for Benefit. Subject to the provisions of Article IV, a Participant who has a Termination of Employment with the Employer after attaining 10 or more years of Company Service but who is not then eligible for other benefits under this Plan shall be eligible to receive a 10-Year Service Benefit commencing at the time set forth in Article XIV.
(b)		Computation of Amount of 10-Year Service Benefit. A Participant who is eligible for a 10-Year Service Benefit shall be entitled to receive a monthly Supplemental Retirement Benefit equal to 55% of his Final Average Monthly Compensation, multiplied by his Service Fraction, reduced by the sum of:

	(i)		50% of the monthly Social Security Benefit payable to the Participant commencing on his Normal Retirement Date; and
	(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 at his Normal Retirement Date, assuming:

(A)

for purposes of determining 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 right to commence his benefit under the Qualified Retirement Plan at his Normal Retirement Date, and
	(B)		that the Participant elected commencement of such benefit as of such date.

The month benefit computed under this Section (b) shall be reduced by .7% for each full month (up to 12) by which the date of commencement precedes the Participant’s Normal Retirement Date, and .6833% for each additional full month (if any) by which the date of commencement precedes the Participant’s Normal Retirement Date.

ARTICLE IX

15-YEAR SERVICE BENEFIT

(a)		Qualification for Benefit. Subject to the provisions of Article IV, a Participant who has a Termination of Employment with the Employer after attaining 15 or more years of Company Service but who is not then eligible for other benefits under this Plan (other than the 10-year Service Benefit) shall be eligible to receive a 15-Year Service Benefit commencing at the time set forth Article XIV.
(b)		Computation of Amount of 15-Year Service Benefit. A Participant who is eligible for a 15-Year Service Benefit shall be entitled to receive a monthly Supplemental Retirement Benefit equal to 55% of his Final Average Monthly Compensation, reduced by the sum of:

	(i)		50% of the monthly Social Security Benefit payable to the Participant commencing on his Normal Retirement Date; and
	(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 at his Normal Retirement Date, assuming:

	(A)		for purposes of determining 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 right to commence his benefit under the Qualified Retirement Plan at 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 reduced by .7% for each full month (up to 12) by which the date of commencement precedes the Participant’s Normal Retirement Date, and .6833% for each additional full month (if any) by which the date of commencement precedes the Participant’s Normal Retirement Date.

ARTICLE X

DISABILITY BENEFIT

(a)		Qualified for Benefit. Subject to the provisions of Article IV, if a Participant incurs a Termination of Employment before he reaches his Early Retirement Age by reason of his Total Disability, such Participant shall be eligible to receive a Disability Benefit commencing at the time set forth in Article XIV.
(b)		Computation of Amount of Disability Benefit. A Participant who is eligible for a Disability Benefit shall be entitled to receive a monthly Supplemental Retirement Benefit equal to (1) 65% of the Participant’s Final Average Monthly Compensation multiplied by his Service Fraction, reduced by (2) the sum of:

	(i)		50% of the monthly Social Security Benefit that would be payable to the Participant on account of his Total Disability if he were determined to be entitled to receive a Social Security Benefit as a result of his Total Disability (whether or not the Participant in fact qualifies for such Social Security Benefit); and
	(ii)		the monthly benefit (expressed as a single life annuity, but not including any temporary supplements) that would be payable to the Participant under the terms of the Qualified Retirement Plan on account of his Total Disability if he were determined to be entitled to receive a monthly disability benefit under the Qualified Retirement Plan as a result of his Total Disability (whether or not the Participant in fact qualifies for such monthly disability benefit), assuming, for purposes of determining the Participant’s eligibility for a disability pension 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 be eligible for a disability pension thereunder; the difference of (i) minus (ii) then being multiplied by 83.4%.

ARTICLE XI

BENEFIT UPON CHANGE IN CONTROL

(a)		Qualification for Benefit. A Participant who (1) has a Termination of Employment with the Employer within 24 months following a Change in Control and (2) is not at the time of such Termination of Employment eligible for a Normal Retirement Benefit, an Early Retirement Benefit, an Involuntary Termination Benefit or a Disability Benefit, shall be eligible for a Change in Control Benefit commencing at the time set forth in Article XIV.
(b)		Change in Control shall mean that:

	(i)		The Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the securities of such corporation or person that are outstanding immediately following the consummation of such transaction is held in the aggregate by the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such transaction.
	(ii)		The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the securities of such corporation or person that are outstanding immediately following the consummation of such sale or transfer is held in the aggregate by the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such sale or transfer.
	(iii)		There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) thereto, each as promulgated pursuant to the Securities and Exchange of 1934, as amended (the “Exchange Act”), disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20 percent or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Company (the “Voting Stock”);
	(iv)		The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or
	(v)		If during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority of the members thereof, unless the election or the nomination for election by the Company’s stockholders, of each member of the Board first elected during such period was approved by a vote of at least two-thirds of the member of the Board then still in office who were members of the Board at the beginning of any such period.

Notwithstanding the foregoing provisions of subsection (iii) or (iv) hereof, a “Change in Control” shall not be deemed to have occurred for purposes of this Plan, either (1) solely because the

		Company, a Subsidiary, or any Company-sponsored employee stock ownership plan or other employee benefit plan of the Company, files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 20 percent or otherwise, or because the Company reports that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficiary ownership or (2) solely because of a change in control of any Subsidiary by which any Participant may be employed. Notwithstanding the foregoing provisions of subsections (i-iv) hereof, if, prior to any event described in subsections (i-iv) hereof that may be instituted by any person who is not an officer or director of the Company, or prior to any disclosed proposal that may be instituted by any person who is not an officer or director of the Company that could lead to any such event, management proposes any structuring of the Company that ultimately leads to an event described in subsections (i-iv) hereof pursuant to such management proposal, than a “Change in Control” shall not be deemed to have occurred for purposes of the Plan.
(c)		Computation of Amount of Change in Control Benefit. A Participant who is eligible for a Change in Control Benefit shall be entitled to receive a monthly Supplemental Retirement Benefit equal to 65% of the Participant’s Final Average Monthly Compensation multiplied by his Service Fraction, reduced by the sum of:

	(i)		50% of the monthly Social Security Benefit payable to the Participant commencing on his Normal Retirement Date; and
	(ii)		the monthly benefit (expressed as a single life annuity not including any temporary supplements) payable to the Participant under the terms of the Qualified Retirement Plan commencing on 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 at his Normal Retirement Date, and
	(B)		that the Participant elected commencement of such benefit as of such date.

This monthly benefit computed under this Section (c) shall be reduced by .7% for each full month (up to 12) by which the date of commencement precedes the Participant’s Normal Retirement

Date, and .6833% for each additional full month (if any) by which the date of commencement precedes the Participant’s Normal Retirement Date.

ARTICLE XII

DEATH BENEFIT

(a)

Pre-Retirement

	(i)		Qualification for Benefit. Subject to the provisions of Article IV, if a Participant dies after having satisfied eligibility requirements for a Supplemental Retirement Benefit but before commencing to receive payment of a Supplemental Retirement Benefit, the surviving Spouse of such deceased Participant shall be eligible for a Pre-Retirement Death Benefit commencing at the time set forth in Article XIV.
	(ii)		Computation of Amount of Pre-Retirement Death Benefit. The amount of the Pre-Retirement Death Benefit shall be equal to the monthly amount which would have been payable to the Participant commencing as of his Normal Retirement Date. The monthly benefit specified herein shall be reduced by .7% for each full month (up to 12) by which the date of commencement precedes the Participant’s Normal Retirement Date, and .6833% for each additional full month (if any) by which the date of commencement precedes the Participant’s Normal Retirement Date.
	(iii)		Form and Duration of Payment. The Pre-Retirement Death Benefit shall be a monthly benefit payable from the time of commencement set forth in Article XIII until the first day of the month coincident with the death of the surviving Spouse.

(b)

Post-Retirement Death Benefit

(i)

For current Spouses of Participants in the Plan as of January 1, 2001:

	(1)		Qualification for Benefit. Upon the death of a Participant who is receiving Supplemental Retirement Benefits (including Disability Benefits) , the surviving Spouse of such deceased Participant shall be eligible for the Post-Retirement Death Benefit described in paragraph (2) of this Section.
	(2)		Computation of Amount of Annual Benefit. The Post-Retirement Death Benefit shall be a monthly benefit in an amount equal to the amount of the Supplemental Retirement Benefit the deceased Participant was receiving at the time of his death.

(ii)

For future Spouses of Participants in the Plan as of January 1, 2001 or all Spouses of future Participants after January 1, 2001:

	(1)		Qualification for Benefit. The Surviving Spouse of a deceased Participant who has died while receiving Supplemental Retirement Benefits (including Disability Benefits) under the Plan and whose optional form of payment election provides for a survivor benefit shall be eligible for the Post-Retirement Death Benefit described in paragraph (2) of this Section.
	(2)		Computation of Amount of Annual Benefit. The Post-Retirement Death Benefit shall be a monthly benefit in an amount equal to either:

	(A)		100% (as elected by the Participant), or
	(B)		50% (as elected by the Participant)
	of the reduced Supplemental Retirement Benefit the deceased Participant was receiving at the time of his death.

(c)

Minimum Death Benefit

	(i)		Pre-Retirement Surviving Spouse Benefit. As provided in Section (a) hereof, at the death of a Participant who satisfies the requirements, monthly death benefits are payable to an eligible surviving Spouse for her remaining lifetime. If the surviving Spouse has not received at least five years of monthly benefit payments at her death, the remainder of the five years of monthly benefit payments, if any, will be made monthly to the Beneficiary named by the surviving Spouse. If no Beneficiary is so named, the remaining payments, if any, will be made to the Spouse’s estate.
	(ii)		Post-Retirement Surviving Spouse Benefit. If, at the death of the Participant and the surviving Spouse, five years of benefit payments have not been paid to them totally, the remainder, if any, of the five year period, will be paid monthly to the named Beneficiary of the last to survive. If no such Beneficiary is named, the remaining payments, if any, will be made to the Estate of the Participant or last survivor, as the case may be.
	(iii)		Pre-Retirement Benefit with No Spouse. Notwithstanding the other sections of Article XII, a death benefit will be payable at the death of a Participant who is otherwise eligible under Sections (a) above, but has no surviving Spouse (or has no eligible surviving Spouse) at his death. The monthly death benefit shall be computed under Section XII(a)(ii) and (iii) and shall be paid to Participant’s named Beneficiary in accordance with Article XIV. For purposes of the Pre-Retirement Death Benefit only, a minimum of five years of monthly payments will be made to the Participant and/or the named Beneficiary under this provision. If no Beneficiary is named at the death of the Participant, any payments under this Section will be payable to the Participant’s estate.

ARTICLE XIII

PLAN ADMINISTRATION AND CLAIMS

(a)		Administration by Committee. The Committee shall be charged with the administration of the Plan.
(b)		Powers of the Committee. The Committee shall have all such powers as may be necessary to discharge its duties relative to the administration of the Plan, including, by way of illustration and not limitation, discretionary authority to interpret and construe the Plan, to determine and decide all questions of fact, and all disputes, arising under the Plan including, but not limited to, the eligibility of any employee to participate hereunder, the validity of any Election of Deferral or other election as may be necessary or appropriate hereunder and the right of any employee to benefits payable hereunder. The Committee shall have all power necessary to adopt, alter and repeal such administrative rules, regulations and practices governing the operation of the Plan as it, in its sole discretion, may from time to time deem advisable.
(c)		Committee Actions. The Committee shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan unless attributable to willful misconduct or gross negligence. The Committee shall be entitled to conclusively rely upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. Participants who are members of the Committee shall not participate in any action or determination regarding solely their own benefits payable hereunder. All decisions of the Committee shall be by majority of the votes cast and, except as provided in Section (d) of this Article XII, decisions of the Committee made in good faith shall be final, conclusive and binding upon all parties.
(d)		Claims and Review Procedure. The Committee shall be responsible for the claims procedure under the Plan. An application for benefits under the Plan shall be considered a claim for purposes of this Section (d). Until modified by the Committee, the claims and review procedure set forth in this Section shall be the mandatory claims and review procedure for the resolution of disputes and disposition of claims filed under the Plan.

(i)

Initial Claim. An individual may, subject to any applicable deadline, file with the Committee a written claim for benefits under the Plan in a form and manner prescribed by the Committee.

(A)

If the claim is denied in whole or in part, the Committee shall notify the claimant of the adverse benefit determination within 90 days after the receipt of the claim.

(B)

The 90-day period for making the claim determination may be extended for 90 days if the Committee determines that special circumstances require an extension of time for determination of the claim, provided that the Committee notifies the claimant, prior to the expiration of the initial 90-day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

(ii)

Notice of Initial Adverse Determination. A notice of an adverse determination shall be set forth in a manner calculated to be understood by the claimant.

	(A)		the specific reasons for the adverse determination;
	(B)		references to the specific provisions of the Plan document (or other applicable Plan document) on which the adverse determination is based;
	(C)		a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and
	(D)		a description of the claims review procedure, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse determination on review.

	(iii)		Request for Review. Within 60 days after receipt of an initial adverse benefit determination notice, the claimant may file with the Committee a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits. Any request for review of the initial adverse determination not filed within 60 days after receipt of the initial adverse determination notice shall be untimely.
	(iv)		Claim on Review. If the claim, upon review, is denied in whole or in part, the Committee shall notify the claimant of the adverse benefit determination within 60 days after receipt of such a request for review.

	(A)		The 60-day period for deciding the claim on review may be extended for 60 days if the Committee determines that special circumstances require an extension of time for determination of the claim, provided that the Committee notifies the claimant, prior to the expiration of the initial 60-day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.
	(B)		In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have 60 days within which to provide the necessary information and the period for

			making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of 60 days.
	(C)		The Committee’s review of a denied claim shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(v)

Notice of Adverse Determination for Claim on Review. A notice of an adverse determination for a claim on review shall set forth in a manner calculated to be understood by the claimant:

	(A)		the specific reasons for the denial;
	(B)		references to the specific provisions of the Plan document (or other applicable Plan document) on which the adverse determination is based.
	(C)		a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits;
	(D)		a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures; and
	(E)		a statement of the claimant’s right to bring an action under ERISA §502(a).

(e)		Deadline to File Claim. To be considered timely under the Plan’s claim and review procedure, a claim must be filed with the Committee within 1 year after the claimant knew or reasonably should have known of the principal facts upon which the claim is based.
(f)		Exhaustion of Administrative Remedies. The exhaustion of the claim and review procedure is mandatory for resolving every claim and dispute arising under the Plan as to such claims and disputes.

	(i)		No claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until the claim and review procedure set forth herein have been exhausted in their entirety; and
	(ii)		In any such legal action all explicit and all implicit determinations by the Committee (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

(g)

Deadline to File Legal Action. No legal action to recover Plan benefits or to enforce or clarify rights under the Plan under Section 502 of ERISA or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to the Plan unless the legal action is commenced in the proper forum before the earlier of:

	(i)		30 months after the claimant knew or reasonably should have known of the principal facts on which the claim is based, or
	(ii)		6 months after the claimant has exhausted the claim and review procedure.

(h)		Knowledge of Fact by Participant Imputed to Beneficiary. Knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant.
(i)		Information Furnished by Participants. Neither the Company nor the Committee shall be liable or responsible for any error in the computation of the accrued benefit of a Participant resulting from any misstatement of fact made by the Participant, directly or indirectly, to the Company or the Committee, and used by it in determining the Participant’s accrued benefit. The Company and the Committee shall not be obligated or required to increase the accrued benefit of such Participant which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participant. However, the accrued benefit of any Participant which is overstated by reason of any such misstatement shall be reduced to the amount appropriate in view of accurate facts.
(j)		Overpayments. If a payment or series of payments made from this Plan is found to be greater than the accrued benefit to which a Participant or Beneficiary is entitled due to factual errors, mathematical errors or otherwise, the Committee may, in its discretion and to the extent consistent with Code §409A, and in addition to or in lieu of any other legal remedies it may have, suspend or reduce future benefits to such Participant or Beneficiary as it deems appropriate to correct the overpayment.

ARTICLE XIV

OPTIONAL FORMS AND TIMING OF BENEFITS

(a)		Automatic Form of Payment. The automatic form of payment for any Supplemental Retirement Benefit shall be a single life annuity.
(b)		Annuity Options. Any Participant in the Plan as of January 1, 2001 who marries a Spouse at any time after January 1, 2001 and any future Participants in the Plan after January 1, 2001, may, in

		lieu of the automatic single life annuity form of payment, elect to receive his benefit in any of the following actuarially equivalent optional forms of payment: OPTION 1: 50% Joint and Survivor Annuity OPTION 2: 100% Joint and Survivor Annuity
(c)		Timing of Benefit Payments. Supplemental Retirement Benefits shall commence at the following times for each of the identified Supplemental Retirement Benefits:

	(i)		Normal Retirement Benefits under Article V shall commence as of the later of the Participant’s Normal Retirement Date or the first of the month coincident with or next following his actual Separation from Service; provided, however, if such Participant is a Specified Employee, payment shall commence on the first day of the month which follows the expiration of a period of six months from the Participant’s Separation from Service. Benefits payable during such six-month period shall be accumulated and paid at the time of commencement of payments.
	(ii)		Early Retirement Benefits under Article VI shall commence on the first day of the month following the later of the Participant’s attaining his Early Retirement Age or his actual Separation from Service; provided, however, if such Participant is a Specified Employee, payment shall commence on the first day of the month which follows the expiration of a period of six months from the Participant’s Separation from Service. Benefits payable during such six-month period shall be accumulated and paid at the time of commencement of payments.
	(iii)		Involuntary Termination Benefits under Article VII shall commence on the first day of the month following the later of the month in which the Participant attains Early Retirement Age or Participant’s actual Separation from Service; provided, however, if such Participant is a Specified Employee, payment shall not commence prior to the first day of the month which follows the expiration of a period of six months from the date of Participant’s Separation from Service. Benefits payable during such six-month period shall be accumulated and paid at the time of commencement of payments.
	(iv)		10-Year or 15-Year Service Benefits under Articles VIII and IX respectively shall commence on the first day of the month following the later of the month in which the Participant attains Early Retirement Age or Participant’s actual Separation from Service; provided, however, if such Participant is a Specified Employee, payment shall not commence prior to the first day of the month which follows the expiration of a period of six months from the date of Participant’s Separation from Service. Benefits payable

			during such six-month period shall be accumulated and paid at the time of commencement of payments.
	(v)		Disability Benefits under Article X shall commence on an unreduced actuarial basis, on the first day of the month following the month of Participant’s Separation from Service by reason of Total Disability. Payments shall continue until the earlier of the first day of the month for which the Participant is determined to no longer have a Total Disability or the first day of the month in which the Participant dies (unless a survivor annuity option has been selected, in which case payments shall continue to the Participant’s Surviving Spouse). The Committee may, in its discretion, take such steps as it deems necessary to determine the continued existence of a Participant’s Total Disability and may cease the Disability Benefit payable hereunder if it is established to the Committee’s satisfaction (as determined under the same standards recognized at the time Participant was determined as suffering a Total Disability) that such Total Disability no longer exists or Social Security Disability Benefits are no longer being paid. If a Participant’s Disability Benefit ceases because the Participant has recovered from the Total Disability, the Participant may be eligible for a benefit under the other provisions of the Plan.
	(vi)		Change in Control Benefits under Article XI shall commence on the first day of the month following the later of the month in which the Participant attains Early Retirement Age or Participant’s Separation from Service; provided, however, if such Participant is a Specified Employee, payment shall not commence prior to the first day of the month which follows the expiration of a period of six months from the Participant’s Separation from Service. Benefits payable during such six-month period shall be accumulated and paid at the time of commencement of payments.
	(vii)		Death Benefits under Article XII shall be paid as follows:

	(A)		Pre-Retirement Death Benefits shall commence the later of the date the Participant attains Early Retirement Age or his date of death.
	(B)		Post-Retirement Death Benefits shall commence as of the first day of the month immediately following the date of the Participant’s death, and shall continue to be paid as of the first day of each month thereafter until the first day of the month that includes the date of the death of the surviving Spouse.

(viii)

Notwithstanding the foregoing, any Plan Benefit payable hereunder will be treated as made as stated herein if the payment is made at such time or a later date within the same calendar year or, if later, by the 15th day of the third calendar month following such date.

	(ix)		Withholding of Taxes. The benefits payable under the Plan shall be subject to the deduction of any federal, state or local income taxes, Federal Insurance Contributions Act (FICA), FUTA or other taxes that are required to be withheld from such payments by applicable laws and regulations.
	(x)		Acceleration of Payments. Notwithstanding this Article XI, each Participant’s Supplemental Retirement Benefit shall be paid to him upon termination of the Plan to the extent provided in Article XIV.
	(xi)		Delay of Payment. Notwithstanding this Article XIV, the Company may delay the payment of all or any portion of the Participant’s Supplemental Retirement Benefit as follows:

	(A)		The Committee reasonably anticipates that if the Supplemental Retirement Benefits were made as scheduled, the Company’s deduction with respect to such payments would not be permitted under Section 162(m) of the Code; provided such payments are then made during the Participant’s first taxable year in which the Committee reasonably anticipates that the Company’s deduction would not be barred by application of Section 162(m) of the Code.
	(B)		The Committee reasonably anticipates that making scheduled payments would violate Federal Securities laws or other applicable laws provided such payments are then made at the earliest date at which the Committee reasonably contemplates that making the scheduled payments will not cause such a violation.

ARTICLE XV

MISCELLANEOUS

(a)

Funding. The obligation of the Employers to pay benefits under the Plan constitutes the unsecured promise of the Employers to make payments from their general assets, and no Participant or Spouse shall have any interest in, or a lien or prior claim upon, any property of the Employers. With respect to the benefits under the Plan, each Participant or Spouse shall have the status of a general unsecured creditor of the Participant’s Employer. The Company may establish a so-called “rabbi trust” to hold funds, stock or other securities to be used in payment of the obligations of the Employers under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain subject to the claims of the general creditors of the Company or any other Employer for which the Participant performs services. It is the intention of the Employers that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. No liability for the payment of benefits under the Plan shall be imposed upon any officer,

		director, employee or stockholder of the Company or any other Employer, or upon the Board, the Committee or any member thereof.
(b)		No Guaranty of Benefits. Nothing contained in this Plan shall constitute a guaranty by any Employer, the Committee or the Board that the assets of any Employer will be sufficient to pay any benefit hereunder.
(c)		Assignments and Restrictions. To the extent permitted by law, and except as otherwise provided in this Section (c), no right or interest of a Participant or Spouse under this Plan shall be transferable or assignable (either at law or in equity) nor shall any such right or interest be subject to alienation, anticipation, encumbrance, attachment, garnishment, levy, execution or other legal or equitable process of any kind, voluntary or involuntary, or in any manner be liable for or subject to the debts of any Participant or Spouse. If a Participant shall attempt to or shall transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber his benefits hereunder or any part thereof, or if by reason of his bankruptcy or other event happening at any time such benefits would devolve upon anyone else or would not be enjoyed by him, then the Company, in its discretion, may terminate his interest in any such benefit to the extent the Company considers necessary or advisable to prevent or limit the effects of such occurrence. Termination shall be effected by filing a “termination declaration” with the Committee and making reasonable efforts to deliver a copy to the Participant (the “Terminated Participant”) whose interest is affected thereby. As long as the Terminated Participant is alive, any benefits affected by the termination shall be retained by the Company and, in the Company’s sole and absolute judgment, may be paid to or expended for the benefit of the Terminated Participants, his spouse, his children or any other person or persons in fact dependent upon him in such a manner as the Company shall deem proper. Upon the death of the Terminated Participant, all benefits withheld from him and not paid to others in accordance with the preceding sentence shall be paid to the Terminated Participant’s surviving Spouse or, if none, to the Terminated Participant’s then living descendants, including adopted children, per stripes.
		Notwithstanding the foregoing, amounts payable under this Plan may be withheld by the Company as they become due to the extent necessary to cover any debts or other obligations owed to the Company by the Participant, but only if such debts or other obligations are acknowledged as such in writing by the Participant or are confirmed as such by a final, nonappealable order of a court of competent jurisdiction.
(d)		Headings. The various headings used in this Plan are for convenience only and shall not be used in interpreting the test of the Article, Section, paragraph or subparagraph in which they appear.

(e)		Employment. The establishment of this Plan shall not be construed to give any Participant the right to be retained in the service of the Employer.
(f)		Applicable Law. The validity, interpretation, construction and performance of this Plan shall be governed by the internal substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State.
(g)		Binding Effect on Employer, Participants, Spouses and Their Successors. This Plan shall be binding and inure to the benefit of any Employer or its successors and assigns, and the Participants, Spouses and their heirs, legatees, distributes, executors, administrators or other legal representatives.
(h)		Participant Information. Each participant shall keep the Committee informed of his current address and the current address of his Spouse, if applicable. The Participant shall furnish to the Committee any and all information deemed by the Committee to be necessary or desirable for the proper administration of the Plan.
(i)		Incapacity. In the event that a Participant or Spouse is declared incompetent and a guardian, conservator or other person is appointed and legally charged with the care of the person or the person’s estate, the payments under the Plan to which such Participant or Spouse is entitled shall be paid to such guardian, conservator or other person legally charged with the care of the person or the estate. Except as provided hereinabove, when the Company, in its sole discretion, determines that the Participant or Spouse is unable to manage his or her financial affairs, the Company may make distribution(s) of the amounts payable to such Participant or Spouse to any one or more of the spouse, lineal ascendants or descendants or other closest living relatives of such Participant or Spouse who demonstrate to the satisfaction of the Company the propriety of making such distribution(s). Any payment so made shall not exceed such amount as is permitted under Section 409A of the Code and shall be in complete discharge of any liability under this Agreement for such payment. The Company shall not be required to see to the application of any such distribution made under this Section.
(j)		Code Section 409A. To the extent applicable, it is intended that this Plan and the benefits payable hereunder comply with the provisions of Section 409A of the Code. The Plan and the benefits payable hereunder shall be administered in a manner consistent with this intent, and any provision that would cause the Plan or benefit payable hereunder to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participants).

ARTICLE XVI

AMENDMENT AND TERMINATION

(a)		Amendment. The Plan may be amended from time to time in any respect whatsoever by the Company and by the Committee to the extent consistent with its delegated authority. Any such amendment may be retroactive, prospective or both. No such amendment of the Plan document or termination of the Plan, however, shall reduce a Participant’s accrued benefit earned as of the date of such amendment unless the Participant so affected consents in writing to the amendment or such amendment is deemed necessary by the Company to affect the intended purposes of this Plan and/or to comply with applicable law.
(b)		Termination. The Company reserves the right to discontinue benefit accruals at any time. The Company also reserves the right to cause an acceleration of the time and form of a Plan payment where the acceleration of such payment is made in accordance with one of the following provisions:

(i)

Dissolution or Bankruptcy. At the discretion of the Company within 12 months of a corporate dissolution taxed under Code §331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that Plan benefits are included in the Participants’ gross incomes in the latest of:

	(A)		the calendar year in which the Plan termination and liquidation occurs;
	(B)		the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
	(C)		the first calendar year in which payment is administratively feasible.

(ii)

Discretionary Termination. At the discretion of the Company, provided that:

	(A)		the termination and liquidation does not occur proximate to a downturn in the financial health of the Company;
	(B)		all other arrangements sponsored by the Company that would be aggregated with this arrangement under Code §409A are also terminated, to the extent any Participant in this Plan also has a benefit under any such other arrangement;
	(C)		no payments in liquidation of the Plan, other than payments that would have been made under this Plan had the termination not occurred, are made from the Plan within 12 months of the termination;
	(D)		all benefits are fully distributed within 24 months of such termination; and
	(E)		the Company does not adopt a new arrangement that would be aggregated under Code §409A with this Plan for 3 years following the date the Company has taken all necessary action to irrevocably terminate and liquidate this Plan

     IN WITNESS WHEREOF, this Diebold, Incorporated Supplemental Employee Retirement Plan has been executed this                     day of December 2008, effective as of January 1, 2008.

Appendix A

SPECIAL PROVISIONS RELATING TO

TRANSFERRED BENEFITS OF PARTICIPANTS OF THE DIEBOLD, INCORPORATED

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN II (“SERP II”)

A.1.		Purpose.
		The purpose of this Appendix A is to identify certain provisions pertaining to the sole participant of SERP II whose benefit is hereby transferred into the Plan effective as of this Restatement. The provisions of this Appendix A supersede the provisions of the Plan as set forth below.
A.2.		Definitions.

	1.		“Normal Retirement Age” shall mean age 65.
	2.		“Normal Retirement Date” shall mean the first day of the month coinciding with or next following the 65th birthday of a Participant.
	3.		“Service Fraction” shall mean a fraction, the numerator of which is the lesser of (A) the Participant’s years of Company Service, or (B) (30), and the denominator of which is 30.

A.3.		Eligibility. Mr. Eric Evans is the sole Participant eligible to participate in the Plan with respect to the provisions of this Appendix A.
A.4		Normal Retirement Benefits.

	1.		Qualification for Benefit. The provisions of Article V(a) of the Plan shall apply except that age 65 shall be inserted in lieu of the age 62 referenced therein.
	2.		Computation of Amount of Normal Retirement Benefit. The provisions of Article V(b) of the Plan shall apply except that the “65% of the Participant’s Final Average Monthly Compensation” shall be replaced by “50% of the Participant’s Final Average Monthly Compensation”.

A.5.

Early Retirement Benefits.

1.

Computation of Amount of Early Retirement Benefit. The provisions of Article VI(b) of the Plan shall apply except that “65% of the Participant’s Final Average Monthly Compensation” shall be replaced by “50% of the Participant’s Final Average Monthly Compensation” and the monthly benefit computed shall be actuarially reduced using the assumptions defined in Article III(1), for each full month by which the date of commencement precedes the Participant’s Normal Retirement Date.

A.6.

Involuntary Termination Benefits.

1.

Computation of Amount of Involuntary Termination Benefit. The provisions of Article VII(b) of the Plan shall apply except that “65% of the Participant’s Final Average

Monthly Compensation” shall be replaced by “50% of the Participant’s Final Average Monthly Compensation” and the monthly benefit computed shall be actuarially reduced using the assumptions defined in Article III(1), for each full month by which the date of commencement precedes the Participant’s Normal Retirement Date.

A.7.

10-Year Service Benefit.

1.

Computation of Amount of 10-Year Service Benefit. A Participant who is eligible for a 10-Year Service Benefit shall be entitled to receive a monthly Supplemental Retirement Benefit equal to the excess, if any, of:

	(i)		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 at his Normal Retirement Date but calculated without regard to any statutory limits under Code Section 401(a)(7) or 415(b), 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 at his Normal Retirement Date assuming:

	(A)		for purposes of determining 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 right to commence his benefit under the Qualified Retirement Plan at his Normal Retirement Date, and
	(B)		that the Participant elected commencement of such benefit as of such date;

The monthly benefit computed under the preceding sentence shall be actuarially reduced using the assumptions identified in Article III(1), for each full month by which the date of commencement precedes the Participant’s Normal Retirement Date.

A.8.

15-Year Service Benefit.

1.

Computation of Amount of 15-Year Service Benefit. A Participant who is eligible for a 15-Year Service Benefit shall be entitled to receive a monthly Supplemental Retirement Benefit equal to the excess, if any, of:

(i)

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 at his Normal Retirement Date but calculated without regard to any statutory limits under Code Section 401(a)(7) or 415(b), 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 at his Normal Retirement Date (as defined herein), assuming:

	(A)		for purposes of determining 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 right to commence his benefit under the Qualified Retirement Plan at his Normal Retirement Date, and
	(B)		that the Participant elected commencement of such benefit as of such date;

The monthly benefit computed under the preceding sentence shall be actuarially reduced using the assumptions identified in Article III(1), for each full month by which the date of commencement precedes the Participant’s Normal Retirement Date.

A.9.

Disability Benefit.

1.

Computation of Amount of Disability Benefit. The provisions of Article X(b) shall apply except that “65% of the Participant’s Final Average Monthly Compensation” shall be replaced by “50% of the Participant’s Final Average Monthly Compensation”.

A.10.

Change in Control Benefit.

1.

Computation of Amount of Early Retirement Benefit. The provisions of Article XI(b) of the Plan shall apply except that “65% of the Participant’s Final Average Monthly Compensation” shall be replaced by “50% of the Participant’s Final Average Monthly Compensation” and the monthly benefit computed shall be actuarially reduced using the assumptions defined in Article III(1), for each full month by which the date of commencement precedes the Participant’s Normal Retirement Date.

A.11.

Death Benefit.

(a)

Pre-Retirement.

	(i)		Qualification for Benefit. If a Participant dies after attaining five (5) years of Company Service, but before commencing to receive payment of a Supplemental Retirement Benefit (other than a Disability Benefit) the surviving Spouse of such deceased Participant shall be eligible for a Pre-Retirement Death Benefit.
	(ii)		Computation of Amount of Pre-Retirement Death Benefit. The amount will be as determined under the Plan but will be actuarially reduced using the

assumptions listed in Article III(1), for each full month by which the date of commencement precedes the Participant’s Normal Retirement Date.

(b)

Post-Retirement. Post-Retirement Death Benefit shall be paid under Article X(b)(ii) of the Plan.

A.12.

Optional Forms and Timing of Benefits.

	(a)		Automatic Form of Payment. The automatic form of payment for a married Participant is the 50% Joint and Survivor Annuity.
	(b)		Annuity Options. In lieu of the Automatic Form of Payment, a Participant may choose one of the following optional forms of payment:
			Option 1: Single life annuity. A monthly Supplemental Retirement Benefit payable to the Participant for his life with no continuation of benefits after his death.
			Option 2: 100% Joint and Survivor Annuity.