EXHIBIT 10.8(iv)

[DIEBOLD LOGO]

               AMENDMENT NO. 3 TO THE 1991 EQUITY AND PERFORMANCE
         INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF FEBRUARY 7, 2001)

            Pursuant to Sections 19 and 20 of the Diebold, Incorporated Equity
and Performance Incentive Plan (As Amended and Restated as of February 7, 2001),
and as further amended by Amendments No. 1 and 2 (the "Plan"), the Compensation
Committee of the Board of Directors of Diebold, Incorporated hereby amends the
Plan as follows effective as of April 22, 2004:

            1. The first paragraph of Section 9 of the Plan is amended in its
entirety to read as follows:

            "9. Awards to Non-Employee Directors. The Board may, from time to
time and upon such terms and conditions as it may determine, authorize the
granting to Non-Employee Directors of options to purchase Common Shares and may
also authorize the grant or sale of Restricted Shares and Deferred Shares to
Non-Employee Directors."

            2. A new Section 9(c) is added, as follows:

            "(c) Each grant or sale of Deferred Shares pursuant to this Section
9 shall be upon terms and conditions consistent with Section 7 of this Plan."

            3. The Plan shall not otherwise be supplemented or amended by virtue
of this Amendment No. 3 to the Plan, and shall remain in full force and effect.

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