Supp Employee Retirement Plan

EXHIBIT 10.5 (i)


DIEBOLD, INCORPORATED


SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I


AS AMENDED AND RESTATED JULY 1, 2002


35


DIEBOLD, INCORPORATED


SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I


(AS AMENDED AND RESTATED JULY 1, 2002)


TABLE OF CONTENTS
PAGE ARTICLE I PLAN...................................................................................................1 ARTICLE II PURPOSE OF THE PLAN...................................................................................1 ARTICLE III DEFINITIONS..........................................................................................1
(1) "Annual Compensation"............................................................................1
(2) "Beneficiary"....................................................................................1
(3) "Board"..........................................................................................1
(4) "Change in Control...............................................................................1
(5) "Change in Control Benefit"......................................................................1
(6) "Committee"......................................................................................1
(7) "Company"........................................................................................2
(8) "Company Service"................................................................................2
(9) "Disability Benefit".............................................................................2
(10) "Early Retirement Age"...........................................................................2
(11) "Early Retirement Date"..........................................................................2
(12) "Early Retirement Benefit........................................................................2
(13) "Employer".......................................................................................2
(14) "15-Year Service Benefit"........................................................................2
(15) "Final Average Monthly Compensation".............................................................2
(16) "Involuntary Termination Benefit"................................................................2
(17) "Normal Retirement Benefit"......................................................................2
(18) "Normal Retirement Date".........................................................................2
(19) "Participant"....................................................................................2
(20) "Plan"...........................................................................................2
(21) "Post-Retirement Death Benefit"..................................................................3
(22) "Pre-Retirement Death Benefit"...................................................................3


(23) "Qualified Retirement Plan"......................................................................3
(24) "Service Fraction"...............................................................................3
(25) "Social Security Benefit"........................................................................3
(26) "Spouse".........................................................................................3
(27) "Supplemental Retirement Benefit"................................................................3
(28) "10-Year Service Benefit"........................................................................3
(29) "Terminated For Cause"...........................................................................3
(30) "Total Disability"...............................................................................3 ARTICLE IV ELIGIBILITY, PARTICIPATION AND VESTING................................................................4
(a) Eligibility for Plan; Disqualification...........................................................4
(b) Terminated for Cause.............................................................................4
(c) Eligibility for Benefits.........................................................................5
(d) Vesting..........................................................................................5 ARTICLE V NORMAL RETIREMENT BENEFITS.............................................................................5
(a) Qualification for Benefit........................................................................7
(b) Computation of Amount of Normal Retirement Benefit...............................................5
(c) Form and Duration of Payment.....................................................................6 ARTICLE VI EARLY RETIREMENT BENEFIT..............................................................................6
(a) Qualification for Benefit........................................................................6
(b) Computation of Amount of Early Retirement Benefit................................................6
(c) Form and Duration of Payment.....................................................................7 ARTICLE VII INVOLUNTARY TERMINATION BENEFIT......................................................................7
(a) Qualification for Benefit........................................................................7
(b) Computation of Amount of Involuntary Termination Benefit.........................................7
(c) Form and Duration of Payment.....................................................................8 ARTICLE VIII 10-YEAR SERVICE BENEFIT.............................................................................8
(a) Qualification for Benefit........................................................................8
(b) Computation of Amount of 10-Year Service Benefit.................................................8
(c) Form and Duration of Payment.....................................................................9 ARTICLE IX 15-YEAR SERVICE BENEFIT...............................................................................9
(a) Qualification for Benefit........................................................................9
(b) Computation of Amount of 15-Year Service Benefit.................................................9
(c) Form and Duration of Payment....................................................................10 ARTICLE X DISABILITY BENEFIT.....................................................................................9
(a) Qualified for Benefit...........................................................................10
(b) Computation of Amount of Disability Benefit.....................................................10


(c) Form and Duration of Payment....................................................................10 ARTICLE XI BENEFIT UPON CHANGE IN CONTROL.......................................................................11
(a) Qualification for Benefit.......................................................................11
(b) Change in Control...............................................................................11
(c) Computation of Amount of Change in Control Benefit..............................................13
(d) Form and Duration of Payment....................................................................13 ARTICLE XII DEATH BENEFIT.......................................................................................14
(a) Pre-Retirement..................................................................................14
(b) Post-Retirement Death Benefit...................................................................14
(c) Minimum Death Benefit...........................................................................16 ARTICLE XIII PLAN ADMINISTRATION................................................................................17 ARTICLE XIV OPTIONAL FORMS OF PAYMENT...........................................................................17
(a) Annuity Options.................................................................................17
(b) Timing and Manner of Election...................................................................17
(c) Lump Sum Payments...............................................................................18 ARTICLE XV MISCELLANEOUS........................................................................................18
(a) Funding.........................................................................................18
(b) No Guaranty of Benefits.........................................................................19
(c) Assignments and Restrictions....................................................................27
(d) Headings........................................................................................19
(e) Employment......................................................................................19
(f) Applicable Law..................................................................................20
(g) Binding Effect on Employer, Participants, Spouses and Their Successors..........................20
(h) Amendment and Discontinuance....................................................................20
(i) Participant Information.........................................................................20


DIEBOLD, INCORPORATED
SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


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, 2001. This Amended and Restated Plan applies to any Participant who retires, is disabled or is deceased on or after July 1, 2002. Any Participant who reaches any one of these events prior to July 1, 2002 would be governed by the terms of the plan then in effect.


ARTICLE II
PURPOSE OF THE PLAN


This Plan was created for the principal purpose of providing retirement income for certain executive and highly compensated management employees 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.


ARTICLE III
DEFINITIONS


(a) The following definitions shall apply with respect to this Plan:


(1) "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.


(2) "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.
A Beneficiary so designated will not generally be a Spouse.


(3) "Board" shall mean the Board of Directors of Diebold,
Incorporated.


(4) "Change in Control" shall have the meaning assigned to such
term in Article XI.


(5) "Change in Control Benefit" shall mean the benefit determined
in accordance with Article XI.


(6) "Committee" shall mean the Compensation Committee of the
Board, as such Committee may be constituted from time to time.


(7) "Company" shall mean Diebold, Incorporated.


(8) "Company Service" shall mean years of employment (measured in
years and completed months) with an Employer.


(9) "Disability Benefit" shall mean the benefit determined in
accordance with Article X hereof.


(10) "Early Retirement Age" shall mean the 60th birthday of a
Participant.


(11) "Early Retirement Date" shall mean the first day of the month
coinciding with or next following the 60th birthday of a
Participant.


(12) "Early Retirement Benefit" shall mean the benefit determined
in accordance with Article VI hereof.


(13) "Employer" shall mean (a) the Company or its successors, and
(b) any affiliated corporation or other entity which may
specifically adopt this Plan with the consent of the Company,
or its successors.


(14) "15-Year Service Benefit" shall mean the benefit determined in
accordance with Article IX hereof.


(15) "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.


(16) "Involuntary Termination Benefit" shall mean the benefit
determined in accordance with Article VII.


(17) "Normal Retirement Benefit" shall mean the benefit determined
in accordance with Article V.


(18) "Normal Retirement Date" shall mean the first day of the month
coinciding with or next following the 62nd birthday of a
Participant.


(19) "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.


(20) "Plan" shall mean this Diebold, Incorporated Supplemental
Employee Retirement Plan, as in effect from time to time.


(21) "Post-Retirement Death Benefit" shall mean the benefit
determined in accordance with Section (b) of Article XII.


(22) "Pre-Retirement Death Benefit" shall mean the benefit
determined in accordance with Section (a) of Article XII.


(23) "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.


(24) "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.


(25) "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.


(26) "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 earlier of
the Participant's death, retirement or other termination of
employment with the Employer.


(27) "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.


(28) "10-Year Service Benefit" shall mean the benefit determined in
accordance with Article VIII hereof.


(29) "Terminated For Cause" shall have the meaning assigned to such
term in Article IV.


(30) "Total Disability" shall mean a condition in which a
Participant is unable, by reason of sickness or accident, to
fulfill the duties of his employment by the
Employer. The determination of Total Disability shall be made
by the Committee in accordance with the provisions of Article
X.


(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 PLAN; DISQUALIFICATION. The Committee, acting in its
sole discretion, shall make recommendations to the Board as to which
executive or highly paid management employees of the Employer shall
become Participants in the Plan. The Board shall make the final
decision as to those executive or highly paid management employees who
shall become Participants in the Plan and at which time such employees
become Participants; provided, however, that 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 attaining
age 60 with less than 10 years of Company Service; or


(B) fails to give an Employer six months written advance
notice of his pending 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, 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; or


(iii) to a Participant's Beneficiary or Estate, if the Participant:


(A) dies prior to satisfying the requirements for a
Pre-Retirement or Post-Retirement Spouse's Death
Benefit under Article XII; or


(B) is Terminated for Cause.


(b) TERMINATED FOR CAUSE. As used in this Plan, "Terminated for Cause"
shall mean termination of a Participant's 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 act 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 judgement or negligence, but shall be deemed "intentional"
only if done, or omitted to be done, by the Participant not in good
faith and without reasonable belief that his action or omission was not
in or opposed to the 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 purpose, 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.


(c) 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 or Beneficiary) only if he
satisfies the foregoing conditions of this Article IV and satisfies the
requirements of one of the succeeding Articles of the Plan.


(d) VESTING. A Participant shall be vested hereunder upon attaining 10
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.


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 Section (b) of this Article.


(b) COMPUTATION OF AMOUNT OF NORMAL RETIREMENT BENEFIT. A Participant who
retires on or after his Normal Retirement Date shall be entitled to
receive, commencing on the first


day of the month coincident with or following the later of his
retirement or his application therefor, 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 retirement or his application
for benefits, if later; 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 retirement or his application for benefits, if
later, assuming (i) 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
retirement or his application for benefits hereunder, if
later, and (ii) that the Participant elected commencement of
such benefit on such d ...