Sample Business Contracts

Retirement and Consulting Agreement [Amendment] - Diebold Inc. and Robert W. Mahoney

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June 9, 2003

Mr. Robert W. Mahoney
Diebold, Incorporated
3800 TABS Drive
Uniontown, Ohio  44685

Dear Bob:

This will confirm our recent conversation regarding your consulting services.
Effective July 1, 2003, Diebold, Incorporated and you agree that your Retirement
and Consulting Agreement is amended by extending the "Consulting Period," as
defined in section 2a of that Agreement, such that the "Consulting Period" now
will terminate on December 31, 2003.

We very much appreciate your past consulting services and look forward to
working with you during the upcoming year.

If this letter accurately reflects our understanding, please indicate your
agreement by signing where designated below. I am including two signed originals
of this letter so please sign both, return one to me and keep one for your
records. Again, thank you very much.

Sincerely yours,


Walden W. O'Dell
Chairman of the Board
President & Chief Executive Officer


Accepted and Agreed by:

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Robert W. Mahoney                                        Date