DIEBOLD INC
EXHIBIT 10.10 1992 DEFERRED INCENTIVE
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>5
<FILENAME>l96882aexv10w10.txt
<DESCRIPTION>EXHIBIT 10.10 1992 DEFERRED INCENTIVE
<TEXT>
<PAGE>

[DIEBOLD LOGO]                                                     EXHIBIT 10.10


                              AMENDED AND RESTATED

                    1992 DEFERRED INCENTIVE COMPENSATION PLAN

                   (AS AMENDED EFFECTIVE AS OF AUGUST 8, 1998)


Diebold, Incorporated established, effective as of May 19, 1992, the 1992
Deferred Incentive Compensation Plan for Diebold, Incorporated. Such plan was
amended and restated as of July 1, 1993 to provide the opportunity to defer
incentive compensation payments in Common Shares, in addition to cash, in
accordance with the provisions of this Plan. Such plan was further amended as of
January 1, 1995 to provide for a change in the interest computation on deferred
amounts, was further amended as of April 9, 1998 to provide for 162(m)
compensation and was further amended as of August 8, 1998 to provide for a
subsequent election of deferred funds.

                                    ARTICLE I
                                   DEFINITIONS

For the purposes hereof, the following words and phrases shall have the meanings
indicated.

1. "Account" shall mean a bookkeeping account in which Incentive Compensation
which is deferred by a Participant shall be recorded and to which gains, losses,
earnings, dividends, distributions and interest may be credited in accordance
with the Plan.

2. "Beneficiary" or "Beneficiaries" shall mean the person or persons designated
by a Participant in accordance with the Plan to receive payment of the remaining
balance of the Participant's Account in the event of the death of the
Participant prior to receipt of the entire amount credited to the Participant's
Account.

3.  "Board" shall mean the Board of Directors of the Company.

4.  "Change in Control" shall mean that:

         (i) The Company is merged or consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than a majority of the combined voting
power of the securities of such corporation or person that are outstanding
immediately following the consummation of such transaction is held in the
aggregate by the holders of Voting Stock (as hereinafter defined) of the Company
immediately prior to such transaction;

         (ii) The Company sells or otherwise transfers all or substantially all
of its assets to any other corporation or other legal person, and as a result of
such sale or transfer less than a majority of the combined voting power of the
securities of such corporation or person that are outstanding immediately
following the consummation of such sale or transfer is held in the aggregate by
the holders of Voting Stock (as hereinafter defined) of the Company immediately
prior to such sale or transfer;


                                      37
<PAGE>


         (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report) thereto, each as promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosing
that any person (as the term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities representing 20
percent or more of the combined voting power of the then-outstanding securities
entitled to vote generally in the election of directors of the Company (the
"Voting Stock");

         (iv) The Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in response to
Form 8-K or Schedule 14A (or any successor schedule, form or report or item
therein) that a change in control of the Company has or may have occurred or
will or may occur in the future pursuant to any then-existing contract or
transaction; or

         (v) If during any period of two consecutive years, individuals who at
the beginning of any such period constitute the Board cease for any reason to
constitute at least a majority of the members thereof, unless the election, or
the nomination for election by the Company's stockholders, of each member of the
Board first elected during such period was approved by a vote of at least
two-thirds of the members of the Board then still in office who were members of
the Board at the beginning of any such period.

Notwithstanding the foregoing provisions of subsection (iii) or (iv) hereof, a
"Change in Control" shall not be deemed to have occurred for purposes of this
Agreement, either (1) solely because the Company, a Subsidiary, or any
Company-sponsored employee stock ownership plan or other employee benefit plan
of the Company, files or becomes obligated to file a report or a proxy statement
under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A
(or any successor schedule, form or report or item therein) under the Exchange
Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in
excess of 20 percent or otherwise, or because the Company reports that a change
in control of the Company has or may have occurred or will or may occur in the
future by reason of such beneficial ownership or (2) solely because of a change
in control of any Subsidiary by which any Participant may be employed.
Notwithstanding the foregoing provisions of subsections (i-iv) hereof, if, prior
to any event described in subsections (i-iv) hereof that may be instituted by
any person who is not an officer or director of the Company, or prior to any
disclosed proposal that may be instituted by any person who is not an officer or
director of the Company that could lead to any such event, management proposes
any restructuring of the Company that ultimately leads to an event described in
subsections (i-iv) hereof pursuant to such management proposal, then a "Change
in Control" shall not be deemed to have occurred for purposes of the Plan.

5. "Committee" shall mean the Compensation and Pension Committee of the Board or
such other Committee as may be authorized by the Board to administer the Plan.

6. "Common Shares" shall mean Common Shares, $1.25 par value, of the Company or
any security into which such Common Shares may be changed by reason of any
transaction or event of the type referred to in Section 9 of Article II of the
Plan.

7. "Company" shall mean Diebold, Incorporated and its successors, including,
without limitation, the surviving corporation resulting from any merger or
consolidation of Diebold, Incorporated with any other corporation or
corporations.

8. "Election Agreement" shall mean an agreement in substantially the form
attached hereto as Exhibit A, as modified from time to time by the Company.

9. "Eligible Associate" shall mean an associate of the Company (or a Subsidiary
that has adopted the Plan) who is selected by the Board or a duly authorized
committee thereof to participate in this Plan. Unless otherwise determined by
the Board or a committee thereof, an Eligible Associate shall continue as such
until termination of employment.


<PAGE>

10. "Incentive Compensation" shall mean (i) cash incentive compensation earned
as an associate pursuant to an incentive compensation plan now in effect or
hereafter established by the Company, including, without limitation, the Annual
Incentive Plan and the 1991 Plan, (ii) incentive compensation payable in the
form of Common Shares pursuant to the 1991 Plan or any similar plan approved by
the Board for purposes of this Plan, and (iii) compensation payable in either
cash or Common Shares that is deferred under Section 162(m) Deferred
Compensation Agreements between the Company and individual Participants.

11. "Insolvent" shall mean that the Company has become subject to a pending
voluntary or involuntary proceeding under the United States Bankruptcy Code or
has become unable to pay its debts as they mature.

12. "Participant" shall mean any Eligible Associate who has at any time elected
to defer the receipt of Incentive Compensation in accordance with the Plan.

13. "Plan" shall mean this deferred incentive compensation plan as amended and
restated hereby, together with all amendments hereto, which shall be known as
the 1992 Deferred Incentive Compensation Plan for Diebold, Incorporated.

14. "Subsidiary" shall mean any corporation, joint venture, partnership,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest and directly or indirectly owns or
controls more than 50 percent of the total combined voting or other
decision-making power.

15. "Year" shall mean a calendar year.

16. "1991 Plan" shall mean the Diebold, Incorporated 1991 Equity and Performance
Incentive Plan, as amended from time to time.

                                   ARTICLE II
                                ELECTION TO DEFER

1. ELIGIBILITY. An Eligible Associate may elect to defer receipt of all or a
specified part of his or her Incentive Compensation for any Year in accordance
with Section 2 of this Article. An Eligible Associate's entitlement to defer
shall cease with respect to the Year following the Year in which he or she
ceases to be an Eligible Associate.

2. ELECTION TO DEFER. An Eligible Associate who desires to defer the payment of
all or a portion of his or her Incentive Compensation must complete and deliver
an Election Agreement to the Secretary of the Company before the first day of
the Year in which Incentive Compensation would otherwise be paid. An Eligible
Associate who timely delivers an Election Agreement to the Secretary of the
Company shall be a Participant. An Election Agreement that is timely delivered
shall be effective for the succeeding Year and, except as otherwise specified by
an Eligible Associate in his or her Election Agreement, shall continue to be
effective from Year to Year until revoked or modified by written notice to the
Secretary of the Company or until terminated automatically upon either the
termination of the Plan or the Company becoming Insolvent. Except as provided
for in Subsection (iii) of Section 5 of this Article, in order to be effective
to revoke or modify an election to defer Incentive Compensation otherwise
payable in any particular Year, a revocation or modification must be delivered
prior to the beginning of the first Year of service for which such Incentive
Compensation is payable.

3. AMOUNT DEFERRED; PERIOD OF DEFERRAL. (i) Except in the case of Incentive
Compensation described in Section 10(iii) of Article I of the Plan, a
Participant shall designate on the Election Agreement the percentage of his or
her Incentive Compensation that is to be deferred. A Participant may specify in
the Election Agreement that different percentages shall apply to different
Incentive Compensation plans or different forms of payment, i.e., cash or Common
Shares. The applicable percentage or percentages of Incentive Compensation shall
be deferred until the earlier to occur of (a) the date

<PAGE>

the Participant  ceases to be an associate by death,  retirement or otherwise or
(b) the date specified by the Participant in the Election Agreement.

         (ii) In the case of Incentive Compensation described in Section 10(iii)
of the Plan, Participant shall specify in the Election Agreement whether the
period of deferral will be until (a) December 31 of the first succeeding tax
year in which such amount, when added to all other compensation received or to
be received by the Participant in such year, would not be non-deductible by the
Company by reason of Section 162(m) of the Internal Revenue Code of 1986, as
amended, (b) the date the Participant ceases to be an associate of the Company
by reason of death, retirement or otherwise (or 90 days thereafter in the event
the Executive ceases to be an associate on December 31 of a year) or (c) a
period of time following the date the Participant ceases to be an associate by
reason of death, retirement or otherwise, as specified by the Executive in the
Election Agreement.

4. ACCOUNTS. (i) Cash Incentive Compensation that a Participant elects to defer
shall be treated as if it were set aside in an Account on the date the Incentive
Compensation would otherwise have been paid to the Participant. A Participant's
Account shall be credited with gains, losses and earnings based on hypothetical
investment directions made by the Participant, in accordance with investment
deferral crediting options and procedures adopted by the Committee from time to
time. A Participant may change such hypothetical investment directions pursuant
to such procedures adopted by the Committee from time to time. The Company
specifically retains the right in its sole discretion to change the investment
deferral crediting options and procedures from time to time. By electing to
defer any amount pursuant to the Plan, each Participant shall thereby
acknowledge and agree that the Company is not and shall not be required to make
any investment in connection with the Plan, nor is it required to follow the
Participant's hypothetical investment directions in any actual investment it may
make or acquire in connection with the Plan or in determining the amount of any
actual or contingent liability or obligation of the Company thereunder or
relating thereto. Any amounts credited to a Participant's Account with respect
to which a Participant does not provide investment direction shall be credited
with earnings in an amount determined by the Committee in its sole discretion
or, if an amount is not so determined, such amounts shall bear interest at
Moody's Seasoned Bond Rate plus 3% until further ordered by the Committee or the
Board of Directors. A Participant's Account shall be adjusted as of each
business day, except that interest, if any, for a calendar quarter shall be
credited on the first day of the following quarter.

         (ii) Incentive Compensation payable in the form of Common Shares that a
Participant elects to defer shall be reflected in a separate Account, which
shall be credited with the number of Common Shares that would otherwise have
been issued or transferred and delivered to the Participant. Such Account shall
be credited from time to time with amounts equal to dividends or other
distributions paid on the number of Common Shares reflected in such Account, and
such Account shall be credited with gains, losses and earnings on cash amounts
credited to such Account from time to time in the manner provided in Subsection
(i) above with respect to Cash Incentive Compensation.

         (iii) Until such time that the Committee adopts the investment deferral
crediting options and procedures described in Subsection (i) above, all
incentive compensation added in the form of cash to a Participant's Account
shall bear interest in the manner described in Subsection (i) above, except that
a Participant may direct, unless otherwise determined by the Secretary of the
Company, that all or any portion of his or her Account attributable to Cash
Incentive Compensation be deemed invested in Common Shares and treated in a
manner similar to that prescribed in Subsection (ii) above.

5. PAYMENT OF ACCOUNTS. The amounts in Participants' Accounts shall be paid as
provided in this Section 5.

         (i) The amount of a Participant's Account attributable to deferral of
cash Incentive Compensation shall be paid to the Participant in a lump sum or in
a number of approximately equal quarterly installments (not to exceed 40), as
designated by the Participant in the Election Agreement. The amount of such
Account remaining unpaid shall continue to be credited with gains, losses and
earnings as provided in Section 4 of this Article. The lump sum payment or the
first quarterly installment, as the case may be, shall be made as soon as
practicable following the end of the period of deferral as specified in Section
3 of this Article.

<PAGE>

         (ii) The number of Common Shares in a Participant's Account
attributable to deferral of Incentive Compensation payable in the form of Common
Shares shall be issued or transferred to the Participant as soon as practicable
following the end of the period of deferral as specified in Section 3 of this
Article. All amounts credited to such Account in respect of dividends and
distributions, and the gains, losses and earnings thereon as provided in
Subsection (ii) of Section 4 of this Article shall likewise be paid to the
Participant at such time. Upon application of an Eligible Associate prior to his
or her election to defer Incentive Compensation payable in the form of Common
Shares, the Committee may authorize payment in installments of the amounts in
his or her Account attributable to such Incentive Compensation.

         (iii) Subject to the approval of the Company as described below in this
Section, a Participant may make a subsequent election requesting a change in the
period of deferral (subject to the limitations set forth in Section 3 of this
Article) and/or the form of payment (subject to the limitations set forth in
this Section 5). Such subsequent election shall be in writing on a form provided
by the Company, which form must be filed with the Company (a) at a time at which
the Participant is an employee of the Company and (b), except as described below
in the sentence that immediately follows, at least 180 days prior to the date on
which the Participant otherwise would be entitled to receive a lump sum payment
or the first installment of a payment, as the case may be. The 180-day notice
requirement described in (b) above, however, does not apply in the case where
the Participant otherwise would be entitled to receive a lump sum payment or the
first installment of a payment following an involuntary termination of the
Participant's employment, including by reason of death or disability. Payment of
benefits pursuant to the subsequent election of a Participant under this Section
is subject to the approval of the Company, which may, at its discretion, approve
or withdraw its prior approval of such subsequent election at any time prior to
the date the lump sum payment is actually paid to the Participant or the first
installment is actually paid to the Participant, as the case may be, and instead
require that benefits be paid in accordance with the latest valid election of
the Participant.

6. DEATH OF A PARTICIPANT. In the event of the death of a Participant, the
amount of the Participant's Account or Accounts shall be paid to the Beneficiary
or Beneficiaries designated in a writing substantially in the form attached
hereto as Exhibit B (the "Beneficiary Designation"), in accordance with the
Participant's Election Agreement and Section 5 of this Article. A Participant's
Beneficiary Designation may be changed at any time prior to his or her death by
the execution and delivery of a new Beneficiary Designation. The Beneficiary
Designation on file with the Company that bears the latest date at the time of
the Participant's death shall govern. In the absence of a Beneficiary
Designation or the failure of any Beneficiary to survive the Participant, the
amount of the Participant's Account or Accounts shall be paid to the
Participant's estate in a lump sum 90 days after the appointment of an executor
or administrator. In the event of the death of the Beneficiary or Beneficiaries
after the death of a Participant, the remaining amount of the Account or
Accounts shall be paid in a lump sum to the estate of the last Beneficiary to
receive payments 90 days after the appointment of an executor or administrator.

7. SMALL PAYMENTS. Notwithstanding the foregoing, if installment payments
elected by a Participant would result in a payment with a value of less than
$500, the entire amount of the Participant's Account or Accounts may at the
discretion of the Board be paid in a lump sum in accordance with Section 5 of
this Article.

8. ACCELERATION. Notwithstanding the provisions of the foregoing: (i) if a
Change in Control occurs, the amount of each Participant's Account or Accounts
shall immediately be paid to the Participant in full; (ii) in the event of an
unforeseeable emergency, as defined in section 1.457-2(h)(4) and (5) of the
Income Tax Regulations, that is caused by an event beyond the control of the
Participant or Beneficiary and that would result in severe financial hardship to
the individual if acceleration were not permitted, the Board may in its sole
discretion accelerate the payment to the Participant or Beneficiary of the
amount of his or her Account or Accounts, but only up to the amount necessary to
meet the emergency.

9. ADJUSTMENTS. The Board may make or provide for such adjustments in the
numbers of Common Shares credited to Participants' Accounts, and in the kind of
shares so credited, as the Board in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement of
the rights of Participants that otherwise would result

<PAGE>

from (i) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or
(ii) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (iii) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Board, in its
discretion, may provide in substitution for any or all Common Shares deliverable
under this Plan such alternative consideration as it, in good faith, may
determine to be equitable in the circumstances.

10. FRACTIONAL SHARES. The Company shall not be required to issue any fractional
Common Shares pursuant to this Plan. The Board may provide for the elimination
of fractions or for the settlement of fractions in cash.

                                   ARTICLE III
                                 ADMINISTRATION

The Company, through its Board, shall be responsible for the general
administration of the Plan and for carrying out the provisions hereof. The Board
may delegate any or all of its authority under the Plan to the Committee. The
Company shall have all such powers as may be necessary to carry out the
provisions of the Plan, including the power to (i) determine all questions
relating to eligibility for participation in the Plan and the amount in the
Account or Accounts of any Participant and all questions pertaining to claims
for benefits and procedures for claim review, (ii) resolve all other questions
arising under the Plan, including any questions of construction, and (iii) take
such further action as the Company shall deem advisable in the administration of
the Plan. The actions taken and the decisions made by the Company hereunder
shall be final and binding upon all interested parties. In accordance with the
provisions of Section 503 of the Employee Retirement Income Security Act of
1974, the Company shall provide a procedure for handling claims of Participants
or their Beneficiaries under this Plan. Such procedure shall be in accordance
with regulations issued by the Secretary of Labor and shall provide adequate
written notice within a reasonable period of time with respect to the denial of
any such claim as well as a reasonable opportunity for a full and fair review by
the Company of any such denial.

                                   ARTICLE IV
                            AMENDMENT AND TERMINATION

The Company reserves the right to amend or terminate the Plan at any time by
action of the Board; provided, however, that no such action shall adversely
affect any Participant or Beneficiary who has an Account, or result in the
acceleration of payment of the amount of any Account (except as otherwise
permitted under the Plan), without the consent of the Participant or
Beneficiary.

                                    ARTICLE V
                                  MISCELLANEOUS

1. NON-ALIENATION OF DEFERRED COMPENSATION. Except as permitted by this Plan, no
right or interest under this Plan of any Participant or Beneficiary shall,
without the written consent of the Company, be (i) assignable or transferable in
any manner, (ii) subject to alienation, anticipation, sale, pledge, encumbrance,
attachment, garnishment or other legal process or (iii) in any manner liable for
or subject to the debts or liabilities of the Participant or Beneficiary.

2. PARTICIPATION BY ASSOCIATES OF SUBSIDIARIES. An Eligible Associate who is
employed by a Subsidiary and elects to participate in the Plan shall participate
on the same basis as an associate of the Company. The Account or Accounts of a
Participant employed by a Subsidiary shall be paid in accordance with the Plan
solely by such Subsidiary to the extent attributable to Incentive Compensation
that would have been paid by such Subsidiary in the absence of deferral pursuant
to the Plan.

3. INTEREST OF ASSOCIATE. The obligation of the Company under the Plan to make
payment of amounts reflected in an Account merely constitutes the unsecured
promise of the Company to make payments from its general assets or in the

<PAGE>

form of its Common Shares, as the case may be, as provided herein, and no
Participant or Beneficiary shall have any interest in, or a lien or prior claim
upon, any property of the Company. Further, no Participant or Beneficiary shall
have any claim whatsoever against any Subsidiary for amounts reflected in an
Account. The Company shall establish a so-called "rabbi trust" to hold funds,
Common Shares or other securities to be used in payment of its obligations 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 the Subsidiary for which the Eligible Associate performs services.
Nothing in this Plan shall be construed as guaranteeing future employment to
Eligible Associates. It is the intention of the Company that the Plan be
unfunded for tax purposes and for purposes of Title I of ERISA.

4. CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event be
construed as giving any other person, firm or corporation any legal or equitable
right as against the Company or any Subsidiary or the officers, associates or
directors of the Company or any Subsidiary, except any such rights as are
specifically provided for in the Plan or are hereafter created in accordance
with the terms and provisions of the Plan.

5. SEVERABILITY. The invalidity and unenforceability of any particular provision
of the Plan shall not affect any other provision hereof, and the Plan shall be
construed in all respects as if such invalid or unenforceable provision were
omitted herefrom.

6. GOVERNING LAW. Except to the extent preempted by federal law, the provisions
of the Plan shall be governed and construed in accordance with the laws of the
State of Ohio.

7. RELATIONSHIP TO OTHER PLANS. This Plan is intended to serve the purposes of
and to be consistent with the 1991 Plan and any similar plan approved by the
Board for purposes of this Plan. The issuance or transfer of Common Shares
pursuant to this Plan shall be subject in all respects to the terms and
conditions of the 1991 Plan and any other such plan. Without limiting the
generality of the foregoing, Common Shares credited to the Accounts of
Participants pursuant to this Plan as Incentive Compensation shall be taken into
account for purposes of Section 3 of the 1991 Plan (Shares Available Under the
Plan) and for purposes of the corresponding provisions of any other such plan.


<PAGE>



[DIEBOLD LOGO]                                                       EXHIBIT A



         AMENDED AND RESTATED 1992 DEFERRED INCENTIVE COMPENSATION PLAN


                               ELECTION AGREEMENT


         I hereby elect to participate in the Amended and Restated 1992 Deferred
Incentive Compensation Plan for Diebold, Incorporated (the "Plan") with respect
to the Incentive Compensation that I may receive beginning January 1, ______.

         I hereby elect to defer payment of the Incentive Compensation which I
otherwise would be entitled to receive as follows:


                                DEFERRAL OF CASH

1. Percentage of bonus, if any, payable under Annual Incentive Plan (a) in
______ only [ ] or (b) in ______ and in later years [ ] (check one):

         25% [ ]           100% [ ]
         50% [ ]           ___% [ ]


2. Percentage of cash award, if any, payable under the Amended and Restated 1991
Equity and Performance Incentive Plan (a) in ______ only [ ] or (b) in ______
and in later years [ ] (check one):

         25% [ ]           100% [ ]
         50% [ ]           ___% [ ]


3. Please make payment of the above specified cash Incentive Compensation
together with all accrued interest reflected in my Account as follows:

a.       Pay in lump sum [ ]
b.       Pay in ___ approximately equal quarterly
         installments (may not be more than 40) [ ]


4.  Please defer payment or make payment of first installment as follows:

a.       Defer until the date I cease to be an associate
         [ ]
b.       Defer until _________ [ ] (specify date)



                            DEFERRAL OF COMMON SHARES

1. Percentage of Common Shares, if any, payable under the Amended and Restated
1991 Equity and Performance Incentive Plan (a) in ______ only [ ] or (b) in
______ and in later years [ ] (check one):

         25% [ ]           100% [ ]
         50% [ ]           ___% [ ]


2. Percentage of Common Shares, if any, payable under the Amended and Restated
1991 Equity and Performance Incentive Plan in the form of Restricted Shares that
become nonforfeitable (I.E., vested) (a) in ________ only [ ] or (b) in
__________ and in later years [ ] (check one):*

         25% [   ]                          100% [   ]
         50% [   ]                          ___% [   ]


3. Please defer my receipt of Common Shares together with the cash credited to
my Account equal to dividends or other distributions paid on the number of
shares reflected in such Account, together with all accrued interest, as
follows:

a.       Defer until the date I cease to be an associate
         [ ]
b.       Defer until _________ [ ] (specify date)



<PAGE>


         I acknowledge that I have reviewed the Plan and understand that my
participation will be subject to the terms and conditions contained in the Plan.
Capitalized terms used, but not otherwise defined, in this Election Agreement
shall have the respective meanings assigned to them in the Plan.

         I understand that (i) this Election Agreement shall continue to be
effective from Year to Year except as specified above and except as otherwise
provided in the Plan and (ii) in order to be effective to revoke or modify this
Election Agreement with respect to Incentive Compensation otherwise payable in a
particular Year, a revocation or modification must be delivered to the Secretary
of the Company prior to the beginning of the first Year of service for which
such Incentive Compensation is payable.

         I acknowledge that I have been advised to consult with my own
financial, tax, estate planning and legal advisors before making this election
to defer in order to determine the tax effects and other implications of my
participation in the Plan.

Dated this _____ day of ________________, _________.


___________________________________________[signature]
                                           [printed name]





* NOTE:
         If you elect to defer payment with respect to Restricted Shares, you
will be deemed, as of the date of the Company's acceptance of your election, to
have surrendered the Restricted Shares and to have your account under the Plan
credited with an equal number of Common Shares. Accordingly, as of that date,
you will no longer have voting and dividend rights with respect to the
Restricted Shares surrendered. Your account under the Plan, however, will be
credited from time to time with amounts equal to the dividends paid on the
number of Common Shares reflected in such account. In addition to being subject
to the rules of the Plan, your account for the remainder of time that the
Restricted Shares would have been subject to a risk of forfeiture will to the
same extent and under the same circumstances be subject to a risk of forfeiture.


<PAGE>


[DIEBOLD LOGO]                                                        EXHIBIT B


                              AMENDED AND RESTATED
                    1992 DEFERRED INCENTIVE COMPENSATION PLAN

                            BENEFICIARY DESIGNATIONS

         In accordance with the terms and conditions of the 1992 Deferred
Incentive Compensation Plan of Diebold, Incorporated (the "Plan"), I hereby
designate the person(s) indicated below as my beneficiary(ies) to receive the
amounts payable under said Plan.

         Name              _____________________________________

         Address           _____________________________________

                           _____________________________________

                           _____________________________________


         Social Security Nos. of Beneficiary(ies)   ___________________________

                                                    ___________________________

         Relationship(s)   _____________________________________

         Date(s) of Birth  _____________________________________


         In the event the above-named beneficiary(ies) predecease(s) me, I
hereby designate the following person as beneficiary(ies):

         Name              _____________________________________

         Address           _____________________________________

                           _____________________________________

                           _____________________________________


         Social Security Nos. of Beneficiary(ies)    __________________________


                                                     __________________________

         Relationship(s)   _____________________________________

         Date(s) of Birth  _____________________________________


         I hereby expressly revoke all prior designations of beneficiary(ies),
reserve the right to change the beneficiary(ies) herein designated and agree
that the rights of said beneficiary(ies) shall be subject to the terms of the
Plan. In the event there is no beneficiary living at the time of my death, I
understand the amounts payable under the Plan will be paid to my estate.

_______________________                   _____________________________________
Date                                      (Signature)

                                          _____________________________________
                                          (Print or type name)

</TEXT>
</DOCUMENT>
