EX-10.5(i)







	 	 	 	 	 



Exhibit 10.5(i)




DIEBOLD, INCORPORATED

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I




As Amended and Restated January 1, 2008




 









 





DIEBOLD, INCORPORATED




SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I




as Amended and Restated January 1, 20018




Table of Contents




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE I PLAN
	 	 	1	 
	ARTICLE II PURPOSE OF THE PLAN
	 	 	1	 
	ARTICLE III DEFINITIONS
	 	 	1	 
	(1) “Actuarial Equivalent”
	 	 	1	 
	(2) “Affiliate”
	 	 	2	 
	(3) “Annual Compensation”
	 	 	2	 
	(4) “Beneficiary”
	 	 	2	 
	(5) “Board”
	 	 	2	 
	(6) “Change in Control
	 	 	2	 
	(7) “Change in Control Benefit”
	 	 	2	 
	(8) “Code”
	 	 	2	 
	(9) “Committee”
	 	 	2	 
	(10) “Company”
	 	 	2	 
	(11) “Company Service”
	 	 	2	 
	(12) “Disability Benefit”
	 	 	2	 
	(13) “Early Retirement Age”
	 	 	2	 
	(14) “Early Retirement Benefit”
	 	 	2	 
	(15) “Early Retirement Date”
	 	 	3	 
	(16) “Employer”
	 	 	3	 
	(17) “15-Year Service Benefit”
	 	 	3	 
	(18) “50% Joint and Survivor Annuity”
	 	 	3	 
	(19) “Final Average Monthly Compensation”
	 	 	3	 
	(20 “Grandfathered Benefits”
	 	 	3	 
	(21) “Involuntary Termination Benefit”
	 	 	4	 
	(22) “Normal Retirement Benefit”
	 	 	4	 
	(23) “Normal Retirement Date”
	 	 	4	 
	(24) “100% Joint and Survivor Annuity”
	 	 	4	 
	(25) “Participant”
	 	 	4	 
	(26) “Plan”
	 	 	4	 
	(27) “Post-Retirement Death Benefit”
	 	 	4	 
	(28) “Pre-Retirement Death Benefit”
	 	 	4	 






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	 	 	Page
	(29) “Qualified Retirement Plan”
	 	 	4	 
	(30) “Separation from Service”
	 	 	4	 
	(31) “Service Fraction”
	 	 	5	 
	(32) “Social Security Benefit”
	 	 	5	 
	(33) “Specified Employee”
	 	 	5	 
	(34) “Spouse”
	 	 	5	 
	(35) “Supplemental Retirement Benefit”
	 	 	5	 
	(36) “10-Year Service Benefit”
	 	 	5	 
	(37) “Terminated For Cause”
	 	 	5	 
	(38) “Termination of Employment”
	 	 	6	 
	(39) “Total Disability”
	 	 	6	 
	ARTICLE IV ELIGIBILITY, PARTICIPATION AND VESTING
	 	 	7	 
	(a) Eligibility for Participation in the Plan
	 	 	7	 
	(b) Eligibility for Benefits
	 	 	7	 
	(c) Vesting
	 	 	7	 
	(d) Forfeiture of Plan Benefits
	 	 	7	 
	ARTICLE V NORMAL RETIREMENT BENEFITS
	 	 	8	 
	(a) Qualification for Benefit
	 	 	8	 
	(b) Computation of Amount of Normal Retirement Benefit
	 	 	8	 
	ARTICLE VI EARLY RETIREMENT BENEFIT
	 	 	8	 
	(a) Qualification for Benefit
	 	 	8	 
	(b) Computation of Amount of Early Retirement Benefit
	 	 	8	 
	ARTICLE VII INVOLUNTARY TERMINATION BENEFIT
	 	 	9	 
	(a) Qualification for Benefit
	 	 	9	 
	(b) Computation of Amount of Involuntary Termination Benefit
	 	 	9	 
	ARTICLE VIII 10-YEAR SERVICE BENEFIT
	 	 	10	 
	(a) Qualification for Benefit
	 	 	10	 
	(b) Computation of Amount of 10-Year Service Benefit
	 	 	10	 
	ARTICLE IX 15-YEAR SERVICE BENEFIT
	 	 	11	 
	(a) Qualification for Benefit
	 	 	11	 
	(b) Computation of Amount of 15-Year Service Benefit
	 	 	11	 
	ARTICLE X DISABILITY BENEFIT
	 	 	12	 
	(a) Qualified for Benefit
	 	 	12	 
	(b) Computation of Amount of Disability Benefit
	 	 	12	 
	ARTICLE XI BENEFIT UPON CHANGE IN CONTROL
	 	 	12	 
	(a) Qualification for Benefit
	 	 	12	 
	(b) Change in Control
	 	 	12	 
	(c) Computation of Amount of Change in Control Benefit
	 	 	14	 
	ARTICLE XII DEATH BENEFIT
	 	 	15	 






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	 	 	Page
	(a) Pre-Retirement
	 	 	15	 
	(b) Post-Retirement Death Benefit
	 	 	15	 
	(c) Minimum Death Benefit
	 	 	16	 
	ARTICLE XIII PLAN ADMINISTRATION AND CLAIMS
	 	 	17	 
	(a) Administration by Committee
	 	 	17	 
	(b) Powers of the Committee
	 	 	17	 
	(c) Committee Actions
	 	 	17	 
	(d) Claims and Review Procedure
	 	 	17	 
	(e) Deadline to File Claim
	 	 	19	 
	(f) Exhaustion of Administrative Remedies
	 	 	19	 
	(g) Deadline to File Legal Action
	 	 	20	 
	(h) Knowledge of Fact by Participant Imputed to Beneficiary
	 	 	20	 
	(i) Information Furnished by Participants
	 	 	20	 
	(j) Overpayments
	 	 	20	 
	ARTICLE XIV OPTIONAL FORMS AND TIMING OF BENEFITS
	 	 	20	 
	(a) Automatic Form of Payment
	 	 	20	 
	(b) Annuity Options
	 	 	20	 
	(c) Timing of Benefit Payments
	 	 	21	 
	ARTICLE XV MISCELLANEOUS
	 	 	23	 
	(a) Funding
	 	 	23	 
	(b) No Guaranty of Benefits
	 	 	24	 
	(c) Assignments and Restrictions
	 	 	24	 
	(d) Headings
	 	 	24	 
	(e) Employment
	 	 	25	 
	(f) Applicable Law
	 	 	25	 
	(g) Binding Effect on Employer, Participants, Spouses and Their Successors
	 	 	25	 
	(h) Participant Information
	 	 	25	 
	(i) Incapacity
	 	 	25	 
	(j) Code Section 409A
	 	 	25	 
	ARTICLE XVI AMENDMENT AND TERMINATION
	 	 	26	 
	(a) Amendment
	 	 	26	 
	(b) Termination
	 	 	26	 







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DIEBOLD, INCORPORATED




SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN I




Amended and Restated January 1, 2008




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, 2008. This
Amended and Restated Plan applies to any Participant who retires, is disabled or is deceased on or
after January 1, 2008, except as to such Participant’s Grandfathered Benefits. Any Participant who
reaches any one of these events prior to January 1, 2008 and any Participant’s Grandfathered
Benefits would be governed by the terms of the plan then in effect. The Plan is being amended as
of January 1, 2008 to comply with the final regulations under Code Section 409A, as enacted by the
American Jobs Creation Act.




ARTICLE II




PURPOSE OF THE PLAN



This Plan was created for the principal purpose of providing retirement income for a select group
of executive and highly compensated management employees, within the meaning of Section 201(2),
301(a)(3) and 401(a)(i) of ERISA, 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. During the period from January 1, 2005 and until the
effective date of this Restatement, the Plan was operated in good faith compliance with IRS Notice
2005-1 proposed regulations under Code §409A and other applicable guidance.




ARTICLE III




DEFINITIONS





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






	 	(1)	 	“Actuarially Equivalent” shall mean, except where otherwise indicated, a
benefit of equivalent value to the benefit it replaces calculated on the basis of the
UP-1984 Mortality Table and a six and one-half percent (61/2) interest rate per annum,
compounded annually.




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	 	(2)	 	“Affiliate” shall mean any entity included with the Company in a controlled
group of corporations or trades or businesses under common control within the meaning
of Code §414(b) or §414(c), an affiliated service group within the meaning of Code
§414(n), or any other entity required to be aggregated with the Company under Code
§414(o). For all purposes under this Plan, in applying Code §1563(a)(1), (2) and (3)
for purposes of determining the Company’s Affiliates under Code §414(b), the language
“at least 80%” shall be applied as it appears in those sections, and in applying Treas.
Reg. §1.414(c)-2 for purposes of determining trades or business (whether or not
incorporated) that are under common control for purposes of Code §414(c), the language
“at least 80%” shall be used as it appears in such regulation.
	 
	 	(3)	 	“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.
	 
	 	(4)	 	“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.
	 
	 	(5)	 	“Board” shall mean the Board of Directors of Diebold, Incorporated.

	 
	 	(6)	 	“Change in Control” shall have the meaning assigned to such term in Article XI.
	 
	 	(7)	 	“Change in Control Benefit” shall mean the benefit determined in accordance
with Article XI.
	 
	 	(8)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.
	 
	 	(9)	 	“Committee” shall mean the Compensation Committee of the Board, as such
Committee may be constituted from time to time.
	 
	 	(10)	 	“Company” shall mean Diebold, Incorporated.
	 
	 	(11)	 	“Company Service” shall mean years of employment (measured in years and
completed months) with an Employer.
	 
	 	(12)	 	“Disability Benefit” shall mean the benefit determined in accordance with
Article X hereof.
	 
	 	(13)	 	“Early Retirement Age” shall mean the 60th birthday of a Participant.
	 
	 	(14)	 	“Early Retirement Benefit” shall mean the benefit determined in accordance with
Article VI hereof.




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	 	(15)	 	“Early Retirement Date” shall mean the first day of the month coinciding with
or next following the 60th birthday of a Participant.
	 
	 	(16)	 	“Employer” shall mean (a) the Company or its successors, and (b) any Affiliate
or other entity which may specifically adopt this Plan with the consent of the Company,
or its successors.
	 
	 	(17)	 	“15-Year Service Benefit” shall mean the benefit determined in accordance with
Article IX hereof.
	 
	 	(18)	 	“50% Joint and Survivor Annuity” shall mean a reduced monthly Supplemental
Retirement Benefit which is the Actuarial Equivalent of the single life annuity under
the Plan and is payable to the Participant for his life, with continuance of monthly
payments of 50% of such reduced amount after his death to his surviving Spouse until
the first day of the month in which occurs the surviving Spouse’s death.
	 
	 	(19)	 	“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.
	 
	 	(20)	 	“Grandfathered Benefits” shall mean the amount of annuity benefit, if any, of a
Participant under the Plan that was earned and vested as of December 31, 2004 and that
the Committee has determined to grandfather within the meaning of Code §409A. Such
Grandfathered Benefit shall be based on the present value as of December 31, 2004, of
the vested amount to which the Participant would be entitled under the Plan if the
Participant voluntarily terminated services without cause on December 31, 2004, and
received a payment of the benefits with the maximum value available at the earliest
possible date allowed under the Plan following the termination of services.
Notwithstanding the foregoing, for any calendar year after December 31, 2004, such
Grandfathered Benefit may increase (or decrease) to equal the present value of the
benefit the Participant actually becomes entitled to, determined under the terms of the
Plan (including the applicable limits under the Code), as in effect on October 3, 2004,
without regard to any further amounts affecting the amount of or the entitlement to
benefits (other than a Participant election with respect to the time and form of an
available benefit).




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	 	(21)	 	“Involuntary Termination Benefit” shall mean the benefit determined in
accordance with Article VII.
	 
	 	(22)	 	“Normal Retirement Benefit” shall mean the benefit determined in accordance
with Article V.
	 
	 	(23)	 	“Normal Retirement Date” shall mean the first day of the month coinciding with
or next following the 62nd birthday of a Participant.
	 
	 	(24)	 	“100% Joint and Survivor Annuity” shall mean a reduced monthly Supplemental
Retirement Benefit which is the Actuarial Equivalent of the single life annuity under
the Plan and is payable to the Participant for his life, with continuance of monthly
payments of 100% of such reduced amount after his death to his surviving Spouse until
the first day of the month in which occurs the surviving Spouse’s death.
	 
	 	(25)	 	“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.
	 
	 	(26)	 	“Plan” shall mean this Diebold, Incorporated Supplemental Employee Retirement
Plan I, as in effect from time to time.
	 
	 	(27)	 	“Post-Retirement Death Benefit” shall mean the benefit determined in accordance
with Section (b) of Article XII.
	 
	 	(28)	 	“Pre-Retirement Death Benefit” shall mean the benefit determined in accordance
with Section (a) of Article XII.
	 
	 	(29)	 	“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.
	 
	 	(30)	 	“Separation from Service” shall mean a Participant dies, retires, or otherwise
has a Termination of Employment from the Employer. A Separation from Service shall not
be considered to have occurred if the Participant’s employment relationship is treated
by the Employer as continuing while the Participant is on military leave, sick leave,
or other bona fide leave of absence if such period of leave does not exceed 6 months
or, if longer, so long as the individual’s right to reemployment is provided by statute
or by contract. If the period of leave exceeds 6 months and such reemployment rights
are not provided, the employment relationship is deemed to terminate on the first date
immediately following such 6-month period. Whether a Separation from Service has
occurred will be determined in accordance with the requirements of Code §409A.




4









 






	 	(31)	 	“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.
	 
	 	(32)	 	“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.
	 
	 	(33)	 	“Specified Employee” shall mean a key employee as defined in Code
Section 416(i) as further interpreted by the Treasury Regulations issued under Code
Section 409A.
	 
	 	(34)	 	“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 Participant’s Separation from Service.
	 
	 	(35)	 	“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.
	 
	 	(36)	 	“10-Year Service Benefit” shall mean the benefit determined in accordance with
Article VIII hereof,
	 
	 	(37)	 	“Terminated for Cause” shall mean Participant’s Termination of 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




5









 






	 	(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 at 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 judgment or
negligence, but shall be deemed “intentional” only if done, or omitted to be done,
by the Participant not in good faith or without reasonable belief that his action or
omission was not in or opposed tot eh 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 purposes, 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.
	 
	 	(38)	 	“Termination of Employment” shall mean the severing of employment with the
Employer, voluntarily or involuntarily. A Participant is presumed to have incurred a
Termination of Employment from the Employer where the facts and circumstances indicate
that the Employer and the Participant reasonably anticipated that no further services
would be performed after a certain date or the level of bona fide services the
Participant would perform after such date would permanently decrease to 20% or less of
the average level of services over the immediately preceding 36-month period (or the
full period of such services, if less than 36 months). A Termination of Employment
will be determined in accordance with treasury Regulation 1.409A-1(h)(l)(ii).
	 
	 	(39)	 	“Total Disability” shall mean a physical or mental impairment that causes a
Participant to be unable to engage in any substantial gainful activity, which can be
expected to result in death or can be expected to last for a continuous period of not
less than 12 months. Such determination of disability may be made by the Social
Security Administration or may be made pursuant to the Company’s long term disability
insurance program.




6









 












	(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 Participation in the Plan. Eligibility for this Plan was closed
effective as of January 1, 2002. No further executives or highly paid management employees
after such date shall be eligible to participate in the plan after such date except as to
which the Board, in its sole discretion, may determine is appropriate.
	 
	(b)	 	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) only if he satisfies the conditions of this Article IV and satisfies the qualification
requirements of any of the Articles under the Plan to become eligible to receive a benefit
thereunder.
	 
	(c)	 	Vesting. A Participant shall be vested hereunder upon attaining ten 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.
	 
	(d)	 	Forfeiture of Plan Benefits. 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 completing at least 10
years of Company Service; or
	 
	 	(B)	 	fails to give an Employer six months written advance notice of
his pending voluntary 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 or Beneficiary, 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.




7









 











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 Article XIV.
	 
	(b)	 	Computation of Amount of Normal Retirement Benefit. A Participant who retires under
Section (a) shall be entitled to receive 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 Separation
from Service; 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 Separation from Service, assuming:






	 	(A)	 	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 Separation from
Service , and
	 
	 	(B)	 	that the Participant elected commencement of such benefit on
such date.





ARTICLE VI




EARLY RETIREMENT BENEFIT





	(a)	 	Qualification for Benefit. Subject to the provisions of Article IV, a Participant
who attains his Early Retirement Age while employed by an Employer shall be eligible to retire
and receive an Early Retirement Benefit commencing at the time set forth in Article XIV.
	 
	(b)	 	Computation of Amount of Early Retirement Benefit. A Participant who has a
Termination of Employment after meeting the requirements in Section (a) shall be entitled to
receive a monthly Early Retirement Benefit equal to 65% of the Participant’s Final Average
Monthly Compensation multiplied by his Service Fraction reduced by the sum of:




8









 












	 	(i)	 	50% of the monthly Social Security Benefit payable to the Participant
commencing on this Normal Retirement Date; 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 his Normal Retirement Date assuming:






	 	(A)	 	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 at his Normal Retirement Date, and
	 
	 	(B)	 	that the Participant elected commencement of such benefit as of
such date.






	 	 	The monthly benefit computed under this Section (b) shall be reduced by .7% for each full
month (up to 12) by which the date of commencement precedes the Participant’s Normal
Retirement Date, and .6833% for each additional full month (if any) by which the date of
commencement precedes the Participant’s Normal Retirement Date.





ARTICLE VII




INVOLUNTARY TERMINATION BENEFIT





	(a)	 	Qualification for Benefit. Subject to the provisions of Article IV, a Participant
who incurs an involuntary Termination of Employment before he reaches his Early Retirement Age
shall be eligible to receive an Involuntary Termination Benefit commencing at the time set
forth in Article XIV. The Committee, or its duly appointed representative for this purpose,
shall have full discretion to determine whether the termination of a Participant’s employment
with the Employer is involuntary.
	 
	(b)	 	Computation of Amount of Involuntary Termination Benefit. A Participant who is
eligible for an Involuntary Termination Benefit shall be entitled to receive 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 his Normal Retirement Date; and




9









 






	 	(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 his Normal Retirement Date, assuming:






	 	(A)	 	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 at his Normal Retirement Date, and
	 
	 	(B)	 	that the Participant elected commencement of such benefit as of
such date.






	 	 	This monthly benefit computed under this Section (b) shall be reduced by .7% for each full
month (up to 12) by which the date of commencement precedes the Participant’s Normal
Retirement Date, and .6833% for each additional full month (if any) by which the date of
commencement precedes the Participant’s Normal Retirement Date.





ARTICLE VIII




10-YEAR SERVICE BENEFIT





	(a)	 	Qualification for Benefit. Subject to the provisions of Article IV, a Participant
who has a Termination of Employment with the Employer after attaining 10 or more years of
Company Service but who is not then eligible for other benefits under this Plan shall be
eligible to receive a 10-Year Service Benefit commencing at the time set forth in Article XIV.
	 
	(b)	 	Computation of Amount of 10-Year Service Benefit. A Participant who is eligible for
a 10-Year Service Benefit shall be entitled to receive a monthly Supplemental Retirement
Benefit equal to 55% of his 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 his Normal Retirement Date; 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 at his Normal Retirement Date, assuming:






	 	(A)	 	for purposes of determining 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





10









 





	 	 	 	the Qualified Retirement Plan to have a right to commence his benefit under
the Qualified Retirement Plan at his Normal Retirement Date, and
	 
	 	(B)	 	that the Participant elected commencement of such benefit as of
such date.






	 	 	The month benefit computed under this Section (b) shall be reduced by .7% for each full
month (up to 12) by which the date of commencement precedes the Participant’s Normal
Retirement Date, and .6833% for each additional full month (if any) by which the date of
commencement precedes the Participant’s Normal Retirement Date.





ARTICLE IX




15-YEAR SERVICE BENEFIT





	(a)	 	Qualification for Benefit. Subject to the provisions of Article IV, a Participant
who has a Termination of Employment with the Employer after attaining 15 or more years of
Company Service but who is not then eligible for other benefits under this Plan (other than
the 10-year Service Benefit) shall be eligible to receive a 15-Year Service Benefit commencing
at the time set forth Article XIV.
	 
	(b)	 	Computation of Amount of 15-Year Service Benefit. A Participant who is eligible for
a 15-Year Service Benefit shall be entitled to receive a monthly Supplemental Retirement
Benefit equal to 55% of his Final Average Monthly Compensation, reduced by the sum of:






	 	(i)	 	50% of the monthly Social Security Benefit payable to the Participant
commencing on his Normal Retirement Date; 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 at his Normal Retirement Date, assuming:






	 	(A)	 	for purposes of determining 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 right to commence his
benefit under the Qualified Retirement Plan at his Normal Retirement Date, and
	 
	 	(B)	 	that the Participant elected commencement of such benefit as of
such date.






	 	 	The monthly benefit computed under this Section (b) shall be reduced by .7% for each full
month (up to 12) by which the date of commencement precedes the Participant’s Normal
Retirement Date, and .6833% for each additional full month (if any) by which the date of
commencement precedes the Participant’s Normal Retirement Date.




11









 











ARTICLE X




DISABILITY BENEFIT





	(a)	 	Qualified for Benefit. Subject to the provisions of Article IV, if a Participant
incurs a Termination of Employment before he reaches his Early Retirement Age by reason of his
Total Disability, such Participant shall be eligible to receive a Disability Benefit
commencing at the time set forth in Article XIV.
	 
	(b)	 	Computation of Amount of Disability Benefit. A Participant who is eligible for a
Disability Benefit shall be entitled to receive a monthly Supplemental Retirement Benefit
equal to (1) 65% of the Participant’s Final Average Monthly Compensation multiplied by his
Service Fraction, reduced by (2) the sum of:






	 	(i)	 	50% of the monthly Social Security Benefit that would be payable to the
Participant on account of his Total Disability if he were determined to be entitled to
receive a Social Security Benefit as a result of his Total Disability (whether or not
the Participant in fact qualifies for such Social Security Benefit); and
	 
	 	(ii)	 	the monthly benefit (expressed as a single life annuity, but not including any
temporary supplements) that would be payable to the Participant under the terms of the
Qualified Retirement Plan on account of his Total Disability if he were determined to
be entitled to receive a monthly disability benefit under the Qualified Retirement Plan
as a result of his Total Disability (whether or not the Participant in fact qualifies
for such monthly disability benefit), assuming, for purposes of determining the
Participant’s eligibility for a disability pension 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 be eligible for a disability
pension thereunder;
the difference of (i) minus (ii) then being multiplied by 83.4%.





ARTICLE XI




BENEFIT UPON CHANGE IN CONTROL





	(a)	 	Qualification for Benefit. A Participant who (1) has a Termination of Employment
with the Employer within 24 months following a Change in Control and (2) is not at the time of
such Termination of Employment eligible for a Normal Retirement Benefit, an Early Retirement
Benefit, an Involuntary Termination Benefit or a Disability Benefit, shall be eligible for a
Change in Control Benefit commencing at the time set forth in Article XIV.
	 
	(b)	 	Change in Control shall mean that:




12









 












	 	(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.
	 
	 	(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 and
Exchange 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 member 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 Plan, either (1) solely
because the





13









 





	 	 	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 beneficiary 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 structuring of the Company that ultimately leads to
an event described in subsections (i-iv) hereof pursuant to such management proposal, than a
“Change in Control” shall not be deemed to have occurred for purposes of the Plan.
	 
	(c)	 	Computation of Amount of Change in Control Benefit. A Participant who is eligible
for a Change in Control Benefit shall be entitled to receive 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 his Normal Retirement Date; and
	 
	 	(ii)	 	the monthly benefit (expressed as a single life annuity not including any
temporary supplements) payable to the Participant under the terms of the Qualified
Retirement Plan commencing on his Normal Retirement Date, assuming:






	 	(A)	 	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 at his Normal Retirement Date, and
	 
	 	(B)	 	that the Participant elected commencement of such benefit as of
such date.






	 	 	This monthly benefit computed under this Section (c) shall be reduced by .7% for each full
month (up to 12) by which the date of commencement precedes the Participant’s Normal
Retirement




14









 






	 	 	Date, and .6833% for each additional full month (if any) by which the date of commencement
precedes the Participant’s Normal Retirement Date.





ARTICLE XII




DEATH BENEFIT





	(a)	 	Pre-Retirement






	 	(i)	 	Qualification for Benefit. Subject to the provisions of Article IV, if
a Participant dies after having satisfied eligibility requirements for a Supplemental
Retirement Benefit but before commencing to receive payment of a Supplemental
Retirement Benefit, the surviving Spouse of such deceased Participant shall be eligible
for a Pre-Retirement Death Benefit commencing at the time set forth in Article XIV.
	 
	 	(ii)	 	Computation of Amount of Pre-Retirement Death Benefit. The amount of
the Pre-Retirement Death Benefit shall be equal to the monthly amount which would have
been payable to the Participant commencing as of his Normal Retirement Date. The
monthly benefit specified herein shall be reduced by .7% for each full month (up to
12) by which the date of commencement precedes the Participant’s Normal Retirement
Date, and .6833% for each additional full month (if any) by which the date of
commencement precedes the Participant’s Normal Retirement Date.
	 
	 	(iii)	 	Form and Duration of Payment. The Pre-Retirement Death Benefit shall
be a monthly benefit payable from the time of commencement set forth in Article XIII
until the first day of the month coincident with the death of the surviving Spouse.






	(b)	 	Post-Retirement Death Benefit






	 	(i)	 	For current Spouses of Participants in the Plan as of January 1, 2001:






	 	(1)	 	Qualification for Benefit. Upon the death of a
Participant who is receiving Supplemental Retirement Benefits (including
Disability Benefits) , the surviving Spouse of such deceased Participant shall
be eligible for the Post-Retirement Death Benefit described in paragraph (2) of
this Section.
	 
	 	(2)	 	Computation of Amount of Annual Benefit. The
Post-Retirement Death Benefit shall be a monthly benefit in an amount equal to
the amount of the Supplemental Retirement Benefit the deceased Participant was
receiving at the time of his death.






	 	(ii)	 	For future Spouses of Participants in the Plan as of January 1, 2001 or all
Spouses of future Participants after January 1, 2001:




15









 












	 	(1)	 	Qualification for Benefit. The Surviving Spouse of a deceased
Participant who has died while receiving Supplemental Retirement Benefits (including
Disability Benefits) under the Plan and whose optional form of payment election
provides for a survivor benefit shall be eligible for the Post-Retirement Death
Benefit described in paragraph (2) of this Section.
	 
	 	(2)	 	Computation of Amount of Annual Benefit. The
Post-Retirement Death Benefit shall be a monthly benefit in an amount equal to
either:






	 	(A)	 	100% (as elected by the Participant), or
	 
	 	(B)	 	50% (as elected by the Participant)

	 
	 	of the reduced Supplemental Retirement Benefit the deceased Participant was
receiving at the time of his death.






	(c)	 	Minimum Death Benefit






	 	(i)	 	Pre-Retirement Surviving Spouse Benefit. As provided in Section (a)
hereof, at the death of a Participant who satisfies the requirements, monthly death
benefits are payable to an eligible surviving Spouse for her remaining lifetime. If
the surviving Spouse has not received at least five years of monthly benefit payments
at her death, the remainder of the five years of monthly benefit payments, if any, will
be made monthly to the Beneficiary named by the surviving Spouse. If no Beneficiary is
so named, the remaining payments, if any, will be made to the Spouse’s estate.
	 
	 	(ii)	 	Post-Retirement Surviving Spouse Benefit. If, at the death of the
Participant and the surviving Spouse, five years of benefit payments have not been paid
to them totally, the remainder, if any, of the five year period, will be paid monthly
to the named Beneficiary of the last to survive. If no such Beneficiary is named, the
remaining payments, if any, will be made to the Estate of the Participant or last
survivor, as the case may be.
	 
	 	(iii)	 	Pre-Retirement Benefit with No Spouse. Notwithstanding the other
sections of Article XII, a death benefit will be payable at the death of a Participant
who is otherwise eligible under Sections (a) above, but has no surviving Spouse (or has
no eligible surviving Spouse) at his death. The monthly death benefit shall be
computed under Section XII(a)(ii) and (iii) and shall be paid to Participant’s named
Beneficiary in accordance with Article XIV. For purposes of the Pre-Retirement Death
Benefit only, a minimum of five years of monthly payments will be made to the
Participant and/or the named Beneficiary under this provision. If no Beneficiary is
named at the death of the Participant, any payments under this Section will be payable
to the Participant’s estate.




16









 











ARTICLE XIII




PLAN ADMINISTRATION AND CLAIMS





	(a)	 	Administration by Committee. The Committee shall be charged with the administration
of the Plan.
	 
	(b)	 	Powers of the Committee. The Committee shall have all such powers as may be
necessary to discharge its duties relative to the administration of the Plan, including, by
way of illustration and not limitation, discretionary authority to interpret and construe the
Plan, to determine and decide all questions of fact, and all disputes, arising under the Plan
including, but not limited to, the eligibility of any employee to participate hereunder, the
validity of any Election of Deferral or other election as may be necessary or appropriate
hereunder and the right of any employee to benefits payable hereunder. The Committee shall
have all power necessary to adopt, alter and repeal such administrative rules, regulations and
practices governing the operation of the Plan as it, in its sole discretion, may from time to
time deem advisable.
	 
	(c)	 	Committee Actions. The Committee shall not be liable to any person for any action
taken or omitted in connection with the interpretation and administration of the Plan unless
attributable to willful misconduct or gross negligence. The Committee shall be entitled to
conclusively rely upon all tables, valuations, certificates, opinions and reports furnished by
any actuary, accountant, controller, counsel or other person employed or engaged by the
Company with respect to the Plan. Participants who are members of the Committee shall not
participate in any action or determination regarding solely their own benefits payable
hereunder. All decisions of the Committee shall be by majority of the votes cast and, except
as provided in Section (d) of this Article XII, decisions of the Committee made in good faith
shall be final, conclusive and binding upon all parties.
	 
	(d)	 	Claims and Review Procedure. The Committee shall be responsible for the claims
procedure under the Plan. An application for benefits under the Plan shall be considered a
claim for purposes of this Section (d). Until modified by the Committee, the claims and
review procedure set forth in this Section shall be the mandatory claims and review procedure
for the resolution of disputes and disposition of claims filed under the Plan.






	 	(i)	 	Initial Claim. An individual may, subject to any applicable deadline,
file with the Committee a written claim for benefits under the Plan in a form and
manner prescribed by the Committee.






	 	(A)	 	If the claim is denied in whole or in part, the Committee shall
notify the claimant of the adverse benefit determination within 90 days after
the receipt of the claim.




17









 






	 	(B)	 	The 90-day period for making the claim determination may be
extended for 90 days if the Committee determines that special circumstances
require an extension of time for determination of the claim, provided that the
Committee notifies the claimant, prior to the expiration of the initial 90-day
period, of the special circumstances requiring an extension and the date by
which a claim determination is expected to be made.






	 	(ii)	 	Notice of Initial Adverse Determination. A notice of an adverse
determination shall be set forth in a manner calculated to be understood by the
claimant.






	 	(A)	 	the specific reasons for the adverse determination;
	 
	 	(B)	 	references to the specific provisions of the Plan document (or
other applicable Plan document) on which the adverse determination is based;
	 
	 	(C)	 	a description of any additional material or information
necessary to perfect the claim and an explanation of why such material or
information is necessary; and
	 
	 	(D)	 	a description of the claims review procedure, including the
time limits applicable to such procedure, and a statement of the claimant’s
right to bring a civil action under ERISA Section 502(a) following an adverse
determination on review.






	 	(iii)	 	Request for Review. Within 60 days after receipt of an initial
adverse benefit determination notice, the claimant may file with the Committee a
written request for a review of the adverse determination and may, in connection
therewith submit written comments, documents, records and other information relating to
the claim benefits. Any request for review of the initial adverse determination not
filed within 60 days after receipt of the initial adverse determination notice shall be
untimely.
	 
	 	(iv)	 	Claim on Review. If the claim, upon review, is denied in whole or in
part, the Committee shall notify the claimant of the adverse benefit determination
within 60 days after receipt of such a request for review.






	 	(A)	 	The 60-day period for deciding the claim on review may be
extended for 60 days if the Committee determines that special circumstances
require an extension of time for determination of the claim, provided that the
Committee notifies the claimant, prior to the expiration of the initial 60-day
period, of the special circumstances requiring an extension and the date by
which a claim determination is expected to be made.
	 
	 	(B)	 	In the event that the time period is extended due to a
claimant’s failure to submit information necessary to decide a claim on review,
the claimant shall have 60 days within which to provide the necessary
information and the period for





18









 





	 	 	 	making the claim determination on review shall be tolled from the date on
which the notification of the extension is sent to the claimant until the
date on which the claimant responds to the request for additional
information or, if earlier, the expiration of 60 days.
	 
	 	(C)	 	The Committee’s review of a denied claim shall take into
account all comments, documents, records and other information submitted by the
claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination.






	 	(v)	 	Notice of Adverse Determination for Claim on Review. A notice of an
adverse determination for a claim on review shall set forth in a manner calculated to
be understood by the claimant:






	 	(A)	 	the specific reasons for the denial;
	 
	 	(B)	 	references to the specific provisions of the Plan document (or
other applicable Plan document) on which the adverse determination is based.
	 
	 	(C)	 	a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claimant’s claim for benefits;
	 
	 	(D)	 	a statement describing any voluntary appeal procedures offered
by the Plan and the claimant’s right to obtain information about such
procedures; and
	 
	 	(E)	 	a statement of the claimant’s right to bring an action under
ERISA §502(a).






	(e)	 	Deadline to File Claim. To be considered timely under the Plan’s claim and review
procedure, a claim must be filed with the Committee within 1 year after the claimant knew or
reasonably should have known of the principal facts upon which the claim is based.
	 
	(f)	 	Exhaustion of Administrative Remedies. The exhaustion of the claim and review
procedure is mandatory for resolving every claim and dispute arising under the Plan as to such
claims and disputes.






	 	(i)	 	No claimant shall be permitted to commence any legal action to recover Plan
benefits or to enforce or clarify rights under the Plan under Section 502 or Section
510 of ERISA or under any other provision of law, whether or not statutory, until the
claim and review procedure set forth herein have been exhausted in their entirety; and
	 
	 	(ii)	 	In any such legal action all explicit and all implicit determinations by the
Committee (including, but not limited to, determinations as to whether the claim, or a
request for a review of a denied claim, was timely filed) shall be afforded the maximum
deference permitted by law.




19









 












	(g)	 	Deadline to File Legal Action. No legal action to recover Plan benefits or to
enforce or clarify rights under the Plan under Section 502 of ERISA or under any other
provision of law, whether or not statutory, may be brought by any claimant on any matter
pertaining to the Plan unless the legal action is commenced in the proper forum before the
earlier of:






	 	(i)	 	30 months after the claimant knew or reasonably should have known of the
principal facts on which the claim is based, or
	 
	 	(ii)	 	6 months after the claimant has exhausted the claim and review procedure.






	(h)	 	Knowledge of Fact by Participant Imputed to Beneficiary. Knowledge of all facts that
a Participant knew or reasonably should have known shall be imputed to every claimant who is
or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement
by reference to the Participant.
	 
	(i)	 	Information Furnished by Participants. Neither the Company nor the Committee shall
be liable or responsible for any error in the computation of the accrued benefit of a
Participant resulting from any misstatement of fact made by the Participant, directly or
indirectly, to the Company or the Committee, and used by it in determining the Participant’s
accrued benefit. The Company and the Committee shall not be obligated or required to increase
the accrued benefit of such Participant which, on discovery of the misstatement, is found to
be understated as a result of such misstatement of the Participant. However, the accrued
benefit of any Participant which is overstated by reason of any such misstatement shall be
reduced to the amount appropriate in view of accurate facts.
	 
	(j)	 	Overpayments. If a payment or series of payments made from this Plan is found to be
greater than the accrued benefit to which a Participant or Beneficiary is entitled due to
factual errors, mathematical errors or otherwise, the Committee may, in its discretion and to
the extent consistent with Code §409A, and in addition to or in lieu of any other legal
remedies it may have, suspend or reduce future benefits to such Participant or Beneficiary as
it deems appropriate to correct the overpayment.





ARTICLE XIV




OPTIONAL FORMS AND TIMING OF BENEFITS





	(a)	 	Automatic Form of Payment. The automatic form of payment for any Supplemental
Retirement Benefit shall be a single life annuity.
	 
	(b)	 	Annuity Options. Any Participant in the Plan as of January 1, 2001 who marries a
Spouse at any time after January 1, 2001 and any future Participants in the Plan after January
1, 2001, may, in




20









 






	 	 	lieu of the automatic single life annuity form of payment, elect to receive his benefit in
any of the following actuarially equivalent optional forms of payment:




OPTION 1: 50% Joint and Survivor Annuity



OPTION 2: 100% Joint and Survivor Annuity
	 
	(c)	 	Timing of Benefit Payments. Supplemental Retirement Benefits shall commence at the
following times for each of the identified Supplemental Retirement Benefits:






	 	(i)	 	Normal Retirement Benefits under Article V shall commence as of the
later of the Participant’s Normal Retirement Date or the first of the month coincident
with or next following his actual Separation from Service; provided, however, if such
Participant is a Specified Employee, payment shall commence on the first day of the
month which follows the expiration of a period of six months from the Participant’s
Separation from Service. Benefits payable during such six-month period shall be
accumulated and paid at the time of commencement of payments.
	 
	 	(ii)	 	Early Retirement Benefits under Article VI shall commence on the first
day of the month following the later of the Participant’s attaining his Early
Retirement Age or his actual Separation from Service; provided, however, if such
Participant is a Specified Employee, payment shall commence on the first day of the
month which follows the expiration of a period of six months from the Participant’s
Separation from Service. Benefits payable during such six-month period shall be
accumulated and paid at the time of commencement of payments.
	 
	 	(iii)	 	Involuntary Termination Benefits under Article VII shall commence on
the first day of the month following the later of the month in which the Participant
attains Early Retirement Age or Participant’s actual Separation from Service; provided,
however, if such Participant is a Specified Employee, payment shall not commence prior
to the first day of the month which follows the expiration of a period of six months
from the date of Participant’s Separation from Service. Benefits payable during such
six-month period shall be accumulated and paid at the time of commencement of payments.
	 
	 	(iv)	 	10-Year or 15-Year Service Benefits under Articles VIII and IX
respectively shall commence on the first day of the month following the later of the
month in which the Participant attains Early Retirement Age or Participant’s actual
Separation from Service; provided, however, if such Participant is a Specified
Employee, payment shall not commence prior to the first day of the month which follows
the expiration of a period of six months from the date of Participant’s Separation from
Service. Benefits payable




21









 






	 	 	 	during such six-month period shall be accumulated and paid at the time of
commencement of payments.
	 
	 	(v)	 	Disability Benefits under Article X shall commence on an unreduced
actuarial basis, on the first day of the month following the month of Participant’s
Separation from Service by reason of Total Disability. Payments shall continue until
the earlier of the first day of the month for which the Participant is determined to no
longer have a Total Disability or the first day of the month in which the Participant
dies (unless a survivor annuity option has been selected, in which case payments shall
continue to the Participant’s Surviving Spouse). The Committee may, in its discretion,
take such steps as it deems necessary to determine the continued existence of a
Participant’s Total Disability and may cease the Disability Benefit payable hereunder
if it is established to the Committee’s satisfaction (as determined under the same
standards recognized at the time Participant was determined as suffering a Total
Disability) that such Total Disability no longer exists or Social Security Disability
Benefits are no longer being paid. If a Participant’s Disability Benefit ceases
because the Participant has recovered from the Total Disability, the Participant may be
eligible for a benefit under the other provisions of the Plan.
	 
	 	(vi)	 	Change in Control Benefits under Article XI shall commence on the first
day of the month following the later of the month in which the Participant attains
Early Retirement Age or Participant’s Separation from Service; provided, however, if
such Participant is a Specified Employee, payment shall not commence prior to the first
day of the month which follows the expiration of a period of six months from the
Participant’s Separation from Service. Benefits payable during such six-month period
shall be accumulated and paid at the time of commencement of payments.
	 
	 	(vii)	 	Death Benefits under Article XII shall be paid as follows:






	 	(A)	 	Pre-Retirement Death Benefits shall commence the later
of the date the Participant attains Early Retirement Age or his date of death.
	 
	 	(B)	 	Post-Retirement Death Benefits shall commence as of the
first day of the month immediately following the date of the Participant’s
death, and shall continue to be paid as of the first day of each month
thereafter until the first day of the month that includes the date of the death
of the surviving Spouse.






	 	(viii)	 	Notwithstanding the foregoing, any Plan Benefit payable hereunder will be treated as
made as stated herein if the payment is made at such time or a later date within the
same calendar year or, if later, by the 15th day of the third calendar month
following such date.




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	 	(ix)	 	Withholding of Taxes. The benefits payable under the Plan shall be
subject to the deduction of any federal, state or local income taxes, Federal Insurance
Contributions Act (FICA), FUTA or other taxes that are required to be withheld from
such payments by applicable laws and regulations.
	 
	 	(x)	 	Acceleration of Payments. Notwithstanding this Article XI, each
Participant’s Supplemental Retirement Benefit shall be paid to him upon termination of
the Plan to the extent provided in Article XIV.
	 
	 	(xi)	 	Delay of Payment. Notwithstanding this Article XIV, the Company may
delay the payment of all or any portion of the Participant’s Supplemental Retirement
Benefit as follows:






	 	(A)	 	The Committee reasonably anticipates that if the Supplemental
Retirement Benefits were made as scheduled, the Company’s deduction with
respect to such payments would not be permitted under Section 162(m) of the
Code; provided such payments are then made during the Participant’s first
taxable year in which the Committee reasonably anticipates that the Company’s
deduction would not be barred by application of Section 162(m) of the Code.
	 
	 	(B)	 	The Committee reasonably anticipates that making scheduled
payments would violate Federal Securities laws or other applicable laws
provided such payments are then made at the earliest date at which the
Committee reasonably contemplates that making the scheduled payments will not
cause such a violation.





ARTICLE XV




MISCELLANEOUS





	(a)	 	Funding. The obligation of the Employers to pay benefits under the Plan constitutes
the unsecured promise of the Employers to make payments from their general assets, and no
Participant or Spouse shall have any interest in, or a lien or prior claim upon, any property
of the Employers. With respect to the benefits under the Plan, each Participant or Spouse
shall have the status of a general unsecured creditor of the Participant’s Employer. The
Company may 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,




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	 	 	director, employee or stockholder of the Company or any other Employer, or upon the Board,
the Committee or any member thereof.
	 
	(b)	 	No Guaranty of Benefits. Nothing contained in this Plan shall constitute a guaranty
by any Employer, the Committee or the Board that the assets of any Employer will be sufficient
to pay any benefit hereunder.
	 
	(c)	 	Assignments and Restrictions. To the extent permitted by law, and except as
otherwise provided in this Section (c), no right or interest of a Participant or Spouse under
this Plan shall be transferable or assignable (either at law or in equity) nor shall any such
right or interest be subject to alienation, anticipation, encumbrance, attachment,
garnishment, levy, execution or other legal or equitable process of any kind, voluntary or
involuntary, or in any manner be liable for or subject to the debts of any Participant or
Spouse. If a Participant shall attempt to or shall transfer, assign, alienate, anticipate,
sell, pledge or otherwise encumber his benefits hereunder or any part thereof, or if by reason
of his bankruptcy or other event happening at any time such benefits would devolve upon anyone
else or would not be enjoyed by him, then the Company, in its discretion, may terminate his
interest in any such benefit to the extent the Company considers necessary or advisable to
prevent or limit the effects of such occurrence. Termination shall be effected by filing a
“termination declaration” with the Committee and making reasonable efforts to deliver a copy
to the Participant (the “Terminated Participant”) whose interest is affected thereby. As long
as the Terminated Participant is alive, any benefits affected by the termination shall be
retained by the Company and, in the Company’s sole and absolute judgment, may be paid to or
expended for the benefit of the Terminated Participants, his spouse, his children or any other
person or persons in fact dependent upon him in such a manner as the Company shall deem
proper. Upon the death of the Terminated Participant, all benefits withheld from him and not
paid to others in accordance with the preceding sentence shall be paid to the Terminated
Participant’s surviving Spouse or, if none, to the Terminated Participant’s then living
descendants, including adopted children, per stripes.
	 
	 	 	Notwithstanding the foregoing, amounts payable under this Plan may be withheld by the
Company as they become due to the extent necessary to cover any debts or other obligations
owed to the Company by the Participant, but only if such debts or other obligations are
acknowledged as such in writing by the Participant or are confirmed as such by a final,
nonappealable order of a court of competent jurisdiction.
	 
	(d)	 	Headings. The various headings used in this Plan are for convenience only and shall
not be used in interpreting the test of the Article, Section, paragraph or subparagraph in
which they appear.




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	(e)	 	Employment. The establishment of this Plan shall not be construed to give any
Participant the right to be retained in the service of the Employer.
	 
	(f)	 	Applicable Law. The validity, interpretation, construction and performance of this
Plan shall be governed by the internal substantive laws of the State of Ohio, without giving
effect to the principles of conflict of laws of such State.
	 
	(g)	 	Binding Effect on Employer, Participants, Spouses and Their Successors. This Plan
shall be binding and inure to the benefit of any Employer or its successors and assigns, and
the Participants, Spouses and their heirs, legatees, distributes, executors, administrators or
other legal representatives.
	 
	(h)	 	Participant Information. Each participant shall keep the Committee informed of his
current address and the current address of his Spouse, if applicable. The Participant shall
furnish to the Committee any and all information deemed by the Committee to be necessary or
desirable for the proper administration of the Plan.
	 
	(i)	 	Incapacity. In the event that a Participant or Spouse is declared incompetent and a
guardian, conservator or other person is appointed and legally charged with the care of the
person or the person’s estate, the payments under the Plan to which such Participant or
Spouse is entitled shall be paid to such guardian, conservator or other person legally charged
with the care of the person or the estate. Except as provided hereinabove, when the Company,
in its sole discretion, determines that the Participant or Spouse is unable to manage his or
her financial affairs, the Company may make distribution(s) of the amounts payable to such
Participant or Spouse to any one or more of the spouse, lineal ascendants or descendants or
other closest living relatives of such Participant or Spouse who demonstrate to the
satisfaction of the Company the propriety of making such distribution(s). Any payment so made
shall not exceed such amount as is permitted under Section 409A of the Code and shall be in
complete discharge of any liability under this Agreement for such payment. The Company shall
not be required to see to the application of any such distribution made under this Section.
	 
	(j)	 	Code Section 409A. To the extent applicable, it is intended that this Plan and the
benefits payable hereunder comply with the provisions of Section 409A of the Code. The Plan
and the benefits payable hereunder shall be administered in a manner consistent with this
intent, and any provision that would cause the Plan or benefit payable hereunder to fail to
satisfy Section 409A of the Code shall have no force and effect until amended to comply with
Section 409A of the Code (which amendment may be retroactive to the extent permitted by
Section 409A of the Code and may be made by the Company without the consent of Participants).




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ARTICLE XVI




AMENDMENT AND TERMINATION





	(a)	 	Amendment. The Plan may be amended from time to time in any respect whatsoever by
the Company and by the Committee to the extent consistent with its delegated authority. Any
such amendment may be retroactive, prospective or both. No such amendment of the Plan
document or termination of the Plan, however, shall reduce a Participant’s accrued benefit
earned as of the date of such amendment unless the Participant so affected consents in writing
to the amendment or such amendment is deemed necessary by the Company to affect the intended
purposes of this Plan and/or to comply with applicable law.
	 
	(b)	 	Termination. The Company reserves the right to discontinue benefit accruals at any
time. The Company also reserves the right to cause an acceleration of the time and form of a
Plan payment where the acceleration of such payment is made in accordance with one of the
following provisions:






	 	(i)	 	Dissolution or Bankruptcy. At the discretion of the Company within 12
months of a corporate dissolution taxed under Code §331 or with the approval of a
bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that Plan benefits are
included in the Participants’ gross incomes in the latest of:






	 	(A)	 	the calendar year in which the Plan termination and liquidation
occurs;
	 
	 	(B)	 	the calendar year in which the amount is no longer subject to a
substantial risk of forfeiture; or
	 
	 	(C)	 	the first calendar year in which payment is administratively
feasible.






	 	(ii)	 	Discretionary Termination. At the discretion of the Company, provided
that:






	 	(A)	 	the termination and liquidation does not occur proximate to a
downturn in the financial health of the Company;
	 
	 	(B)	 	all other arrangements sponsored by the Company that would be
aggregated with this arrangement under Code §409A are also terminated, to the
extent any Participant in this Plan also has a benefit under any such other
arrangement;
	 
	 	(C)	 	no payments in liquidation of the Plan, other than payments
that would have been made under this Plan had the termination not occurred, are
made from the Plan within 12 months of the termination;
	 
	 	(D)	 	all benefits are fully distributed within 24 months of such
termination; and
	 
	 	(E)	 	the Company does not adopt a new arrangement that would be
aggregated under Code §409A with this Plan for 3 years following the date the
Company has taken all necessary action to irrevocably terminate and liquidate
this Plan




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     IN WITNESS WHEREOF, this Diebold, Incorporated Supplemental Employee Retirement Plan has been
executed this                     day of December 2008, effective as of January 1, 2008.



	 	 	 	 	 
	 	DIEBOLD, INCORPORATED

 	 
	 	By:  	 	 
	 	 	  	 
	 	Its:  	 	 
	 	 	 	 
	 




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Appendix A




SPECIAL PROVISIONS RELATING TO




TRANSFERRED BENEFITS OF PARTICIPANTS OF THE DIEBOLD, INCORPORATED




SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN II (“SERP II”)





	A.1.	 	 Purpose.
	 
	 	 	The purpose of this Appendix A is to
identify certain provisions
pertaining to the sole participant of
SERP II whose benefit is hereby
transferred into the Plan effective
as of this Restatement. The
provisions of this Appendix A
supersede the provisions of the Plan
as set forth below.
	 
	A.2.	 	 Definitions.






	 	1.	 	“Normal Retirement Age” shall mean age 65.
	 
	 	2.	 	“Normal Retirement Date” shall mean the first day of the month coinciding with
or next following the 65th birthday of a Participant.
	 
	 	3.	 	“Service Fraction” shall mean a fraction, the numerator of which is the lesser
of (A) the Participant’s years of Company Service, or (B) (30), and the denominator of
which is 30.






	A.3.	 	Eligibility. Mr. Eric Evans is the sole Participant eligible to
participate in the Plan with respect to the provisions of this
Appendix A.
	 
	A.4	 	 Normal Retirement Benefits.






	 	1.	 	Qualification for Benefit. The provisions of Article V(a) of the Plan
shall apply except that age 65 shall be inserted in lieu of the age 62 referenced
therein.
	 
	 	2.	 	Computation of Amount of Normal Retirement Benefit. The provisions of
Article V(b) of the Plan shall apply except that the “65% of the Participant’s Final
Average Monthly Compensation” shall be replaced by “50% of the Participant’s Final
Average Monthly Compensation”.






	A.5.	 	 Early Retirement Benefits.






	 	1.	 	Computation of Amount of Early Retirement Benefit. The provisions of
Article VI(b) of the Plan shall apply except that “65% of the Participant’s Final
Average Monthly Compensation” shall be replaced by “50% of the Participant’s Final
Average Monthly Compensation” and the monthly benefit computed shall be actuarially
reduced using the assumptions defined in Article III(1), for each full month by which
the date of commencement precedes the Participant’s Normal Retirement Date.






	A.6.	 	 Involuntary Termination Benefits.






	 	1.	 	Computation of Amount of Involuntary Termination Benefit. The
provisions of Article VII(b) of the Plan shall apply except that “65% of the
Participant’s Final Average




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	 	 	 	Monthly Compensation” shall be replaced by “50% of the Participant’s Final Average
Monthly Compensation” and the monthly benefit computed shall be actuarially reduced
using the assumptions defined in Article III(1), for each full month by which the
date of commencement precedes the Participant’s Normal Retirement Date.






	A.7.	 	 10-Year Service Benefit.






	 	1.	 	Computation of Amount of 10-Year Service Benefit. A Participant who is
eligible for a 10-Year Service Benefit shall be entitled to receive a monthly
Supplemental Retirement Benefit equal to the excess, if any, of:






	 	(i)	 	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 at his Normal Retirement Date but
calculated without regard to any statutory limits under Code Section 401(a)(7)
or 415(b), minus
	 
	 	(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 at his Normal Retirement Date assuming:






	 	(A)	 	for purposes of determining 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 right to commence his benefit under
the Qualified Retirement Plan at his Normal Retirement Date, and
	 
	 	(B)	 	that the Participant elected commencement of
such benefit as of such date;






	 	 	 	The monthly benefit computed under the preceding sentence shall be actuarially
reduced using the assumptions identified in Article III(1), for each full month by
which the date of commencement precedes the Participant’s Normal Retirement Date.






	A.8.	 	 15-Year Service Benefit.






	 	1.	 	Computation of Amount of 15-Year Service Benefit. A Participant who is
eligible for a 15-Year Service Benefit shall be entitled to receive a monthly
Supplemental Retirement Benefit equal to the excess, if any, of:






	 	(i)	 	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 at his Normal Retirement Date but
calculated without regard to any statutory limits under Code Section 401(a)(7)
or 415(b), minus




2









 






	 	(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 at his Normal Retirement Date (as
defined herein), assuming:






	 	(A)	 	for purposes of determining 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 right to commence his benefit under
the Qualified Retirement Plan at his Normal Retirement Date, and
	 
	 	(B)	 	that the Participant elected commencement of
such benefit as of such date;






	 	 	 	The monthly benefit computed under the preceding sentence shall be actuarially
reduced using the assumptions identified in Article III(1), for each full month by
which the date of commencement precedes the Participant’s Normal Retirement Date.






	A.9.	 	 Disability Benefit.






	 	1.	 	Computation of Amount of Disability Benefit. The provisions of Article
X(b) shall apply except that “65% of the Participant’s Final Average Monthly
Compensation” shall be replaced by “50% of the Participant’s Final Average Monthly
Compensation”.






	A.10.	 	 Change in Control Benefit.






	 	1.	 	Computation of Amount of Early Retirement Benefit. The provisions of
Article XI(b) of the Plan shall apply except that “65% of the Participant’s Final
Average Monthly Compensation” shall be replaced by “50% of the Participant’s Final
Average Monthly Compensation” and the monthly benefit computed shall be actuarially
reduced using the assumptions defined in Article III(1), for each full month by which
the date of commencement precedes the Participant’s Normal Retirement Date.






	A.11.	 	 Death Benefit.






	 	(a)	 	Pre-Retirement.






	 	(i)	 	Qualification for Benefit. If a Participant dies after
attaining five (5) years of Company Service, but before commencing to receive
payment of a Supplemental Retirement Benefit (other than a Disability Benefit)
the surviving Spouse of such deceased Participant shall be eligible for a
Pre-Retirement Death Benefit.
	 
	 	(ii)	 	Computation of Amount of Pre-Retirement Death Benefit.
The amount will be as determined under the Plan but will be actuarially reduced
using the




3









 






	 	 	 	assumptions listed in Article III(1), for each full month by which the date
of commencement precedes the Participant’s Normal Retirement Date.






	 	(b)	 	Post-Retirement. Post-Retirement Death Benefit shall be paid under
Article X(b)(ii) of the Plan.






	A.12.	 	Optional Forms and Timing of Benefits.






	 	(a)	 	Automatic Form of Payment. The automatic form of payment for a married
Participant is the 50% Joint and Survivor Annuity.
	 
	 	(b)	 	Annuity Options. In lieu of the Automatic Form of Payment, a
Participant may choose one of the following optional forms of payment:
	 
	 	 	 	Option 1: Single life annuity. A monthly Supplemental Retirement Benefit payable
to the Participant for his life with no continuation of benefits after his death.

	 
	 	 	 	Option 2: 100% Joint and Survivor Annuity.






4