DIEBOLD INC
EX-10.8(III) AMEND 2 TO 1991 EQUITY/PERFORM INCENT
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<TYPE>EX-10.8.III
<SEQUENCE>4
<FILENAME>l06868aexv10w8wiii.txt
<DESCRIPTION>EX-10.8(III) AMEND 2 TO 1991 EQUITY/PERFORM INCENT
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                                                              EXHIBIT 10.8 (iii)

[DIEBOLD LOGO]

               AMENDMENT NO. 2 TO THE 1991 EQUITY AND PERFORMANCE
         INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF FEBRUARY 7, 2001)

                  Pursuant to Sections 17 and 20 of the Diebold, Incorporated
Equity and Performance Incentive Plan (As Amended and Restated as of February 7,
2001), as amended by Amendment No 1 (the "Plan"), the Compensation Committee of
the Board of Directors of Diebold, Incorporated hereby amends the Plan as
follows effective as of February 11, 2004:

                  1.    The definition of "Detrimental Activity" in Section 2 of
the Plan is amended in its entirety to read as follows:

                  (i)   Engaging in any activity, as an employee, principal,
            agent or consultant for another entity, and in a capacity, that
            directly competes with the Corporation or any Subsidiary in any
            actual product, service, or business activity (or in any product,
            service, or business activity which was under active development
            while the Participant was employed by the Corporation if such
            development is being actively pursued by the Corporation during the
            one-year period following the termination of Participant's
            employment by the Corporation or a Subsidiary) for which the
            Participant has had any direct responsibility and direct involvement
            during the last two years of his or her employment with the
            Corporation or a Subsidiary, in any territory in which the
            Corporation or a Subsidiary manufactures, sells, markets, services,
            or installs such product or service or engages in such business
            activity.

                  (ii)  Soliciting any employee of the Corporation or a
            Subsidiary to terminate his or her employment with the Corporation
            or a Subsidiary.

                  (iii) The disclosure to anyone outside the Corporation or a
            Subsidiary, or the use in other than the Corporation or a
            Subsidiary's business, without prior written authorization from the
            Corporation, of any confidential, proprietary or trade secret
            information or material relating to the business of the Corporation
            and its Subsidiaries, acquired by the Participant during his or her
            employment with the Corporation or its Subsidiaries or while acting
            as a consultant for the Corporation or its Subsidiaries thereafter.

                  (iv)  The failure or refusal to disclose promptly and to
            assign to the Corporation upon request all right, title and interest
            in any invention or idea, patentable or not, made or conceived by
            the Participant during employment by the Corporation and any
            Subsidiary, relating in any manner to the actual or anticipated
            business, research or development work of the Corporation or any
            Subsidiary or the failure or refusal to do anything reasonably
            necessary to enable the Corporation or any Subsidiary to secure a
            patent where appropriate in the United States and in other
            countries.

                  (v)   Activity that results in Termination for Cause. For
            purposes of this Section, "Termination for Cause" shall mean a
            termination:

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                        (A)   due to the Participant's willful and continuous
            gross neglect of his or her duties for which he or she is employed,
            or

                        (B)   due to an act of dishonesty on the part of the
            Participant constituting a felony resulting or intended to result,
            directly or indirectly, in his or her gain for personal enrichment
            at the expense of the Corporation or a Subsidiary

                  2.    The following definition is added to Section 2 of the
      Plan:

                        "Restricted Stock Unit" means a bookkeeping entry
            reflecting an award of Deferred Shares.

                  3.    The Plan shall not otherwise be supplemented or amended
      by virtue of this Amendment No. 2 to the Plan, and shall remain in full
      force and effect.

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