EXHIBIT 10.8 (ii)

[DIEBOLD LOGO]

               AMENDMENT NO. 1 TO THE 1991 EQUITY AND PERFORMANCE
         INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF FEBRUARY 7, 2001)

            Pursuant to Section 20 of the Diebold, Incorporated Equity and
Performance Incentive Plan (As Amended and Restated as of February 7, 2001) (the
"Plan"), the Board of Directors of Diebold, Incorporated hereby amends the Plan
as follows:

            Section 9(a)(iii) shall be amended to read in its entirety as
follows:

            "(iii) Each such Option Right shall become exercisable to the extent
of one-fourth of the number of shares covered thereby 1 year after the Date of
Grant and to the extent of an additional one-fourth of such shares after each of
the next 3 successive years thereafter. Such Option Rights shall become
exercisable in full immediately in the event of a Change in Control. Each such
Option Right granted under the Plan shall expire 5 years from the Date of Grant
and shall be subject to earlier termination as hereinafter provided.
Notwithstanding the foregoing, the Board may provide that Option Rights granted
(A) after August 4, 1998 may become exercisable at an earlier time, but not
earlier than one year from the Date of Grant, if the Optionee elects to defer
gain on the exercise of such Option Rights, and (B) after October 9, 2001 shall
expire not more than 10 years from the Date of Grant."

            The Plan shall not otherwise be supplemented or amended by virtue of
this Amendment No. 1 to the Plan, and shall remain in full force and effect.

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