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EXHIBIT 10.5 (ii)
AMENDMENT NO. 1
TO THE
DIEBOLD, INCORPORATED
AMENDED AND RESTATED
SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
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Diebold, Incorporated hereby amends the Amended and Restated
Supplemental Employee Retirement Plan (which was last amended and restated
effective January 1, 1994) (the "Plan") as hereinafter set forth. Words and
phrases used herein with initial capital letters that are defined in the Plan
are used herein as so defined.
I.
Section (a) of Article XIII of the Plan is hereby amended to read as
follows:
(a) FUNDING. The obligation of the Employers to pay Supplemental
Retirement Benefits under the Plan constitutes the unsecured promise
of the Employers to make payments from their general assets, and no
Participant, Spouse or Beneficiary shall have any interest in, or a
lien or prior claim upon, any property of the Employers. With respect
to the Supplemental Retirement Benefits under the Plan, each
Participant, Spouse or Beneficiary shall have the status of a general
unsecured creditor of the Participant's Employer. The Company shall
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.
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II.
A new Article XIV is hereby added to the Plan to read as follows:
LUMP SUM PAYMENTS
(a) Notwithstanding any other provision of the Plan, but subject to the
approval of the Committee as described in Section (b) of this
Article, a Participant may elect to receive the benefits payable to
him under the Plan, other than benefits payable pursuant to Article
IX, in the form of a single lump sum payment. The lump sum payment
described in the preceding sentence shall be calculated by converting
the benefits otherwise payable to the Participant at the time such
benefits are to commence into a lump sum amount of equivalent
actuarial value when computed using the actuarial factors described
in Section (c)(4) of Article XI of the Plan. A Participant who elects
to receive a single lump sum payment pursuant to the second preceding
sentence may further elect that, in the event that the Participant
dies before receiving the single lump sum payment, benefits payable
as a result of the Participant's death, other than benefits payable
pursuant to Section (c)(1), (c)(2) or (c)(3) of Article XI of the
Plan, shall be paid to the Participant's Spouse without taking into
account the election made under the second preceding sentence. Any
election by a Participant to receive benefits under the Plan in the
form of a single lump sum payment shall be in writing on a form
provided by the Company, which form shall be filed with the Company
(a) prior to the Participant's termination of employment with the
Employers because of involuntary termination of employment (including
by reason of disability) or death or (b) at least 180 days prior to
the Participant's voluntary termination of employment with the
Employers. Subject to the approval of the Committee, any such
election may be changed or revoked by the Participant at any time and
from time to time by the filing of a later written election with the
Company; provided that any election made less than 180 days prior to
a Participant's voluntary termination of employment shall not be
valid, and in such case, payment shall be made in accordance with the
latest valid election of the Participant. The payment by the
Employers of a lump sum amount to a Participant (or his or her
Spouse, Beneficiary or estate) pursuant to this Section shall
discharge all obligations of the Employers to such Participant (or
his or her Spouse, Beneficiary or estate) under the Plan.
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(b) Payment of benefits in the form of a single lump sum payment pursuant
to the election of a Participant under this Article is subject to the
approval of the Committee, which may, in its sole and absolute
discretion, approve or withdraw its prior approval of such election
at any time prior to the date the lump sum payment is actually paid
to the Participant and instead require that benefits be paid in such
other form as is permitted by the Plan.
Executed at North Canton, Ohio on this 9th day of April,
1998.
DIEBOLD, INCORPORATED
By:________________________________
Gerald F. Morris
Executive Vice President and
Chief Financial Officer